Darin Gordon
About Darin J. Gordon
Independent director at Addus HomeCare since October 2016; age 54. Former CEO/Director of Tennessee’s Division of Health Care Finance & Administration (including Director of TennCare), with deep Medicaid/government reimbursement expertise. Education: B.S., Middle Tennessee State University. Tenure on ADUS Board spans Class III term expiring in 2027.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tennessee Division of Health Care Finance & Administration | CEO & Director; Director of TennCare | 2006–May 2016 (employed since 1996) | Led $11B enterprise serving ~1.5M Tennesseans; prior roles included Director of Managed Care Programs and CFO. |
| Gordon & Associates, LLC | President & CEO | 2016–present | Medicaid/government healthcare consulting leadership. |
| Speire Healthcare Strategies, LLC | Founding Partner | June 2017–present | Strategy advisory focused on healthcare. |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Advanced Care Partners | Director | Private | Corporate board service. |
| Upperline Health, Inc. | Director | Private | Corporate board service. |
| Siloam Health | Director | Non-profit | Community health governance. |
Board Governance
- Independence: Board determined all directors other than CEO/Chair R. Dirk Allison are independent; Gordon is independent.
- Committees: Audit Committee member (Earley, Dixon, Gordon, Rush; Earley as chair); Government Affairs Committee chair (members: Allison, Gordon, Hill-Milbourne).
- Attendance and engagement: Board met 9 times in 2024; Audit Committee 8; Government Affairs Committee 1; all directors attended at least 75% of Board/committee meetings.
- Annual meeting attendance: All directors serving at the time attended the 2024 annual meeting; directors encouraged to attend.
- Board leadership: Combined CEO/Chair structure with Lead Director Mark L. First to counterbalance; Lead Director sets agenda with Chair and presides over executive sessions when Chair not present.
- Policies: Robust Code of Conduct (conflicts oversight), insider trading/anti-hedging/anti-pledging policy, and individual director indemnification agreements.
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Board retainer (cash) | $85,000 | Standard independent director cash retainer. |
| Committee chair retainer (Government Affairs) | $15,000 | Chair retainer for Government Affairs Committee. |
| Total cash fees (2024) | $100,000 | Sum of base + chair fees paid to Gordon. |
| Reimbursement of expenses | Reasonable expenses reimbursed | For Board/committee/shareholder meeting attendance. |
Performance Compensation
| Equity Grant | Value | Instrument | Vesting | Performance Metrics |
|---|---|---|---|---|
| 2024 annual director grant | $119,990 | Restricted Shares | Vest June 12, 2025 | None (time-based, no performance conditions disclosed). |
Director equity retainer is not performance-conditioned; ADUS uses time-based restricted stock for directors.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company boards | None disclosed for Gordon. |
| Notable interlocks | Government Affairs Committee includes CEO (Allison) and Gordon; oversight of legislative/regulatory affairs. |
| Related-party transactions | 2024 master services agreement with Metasource LLC (Eos affiliate where Lead Director First is MD) approved by Audit Committee; ~$20,000 paid in FY2024; no transactions disclosed involving Gordon. |
Expertise & Qualifications
- Extensive Medicaid/government reimbursement knowledge (former TennCare Director; HCFA CEO/Director).
- Financial literacy and experience in business/corporate strategy; consulting firm leadership.
- Education: B.S., Middle Tennessee State University.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 11,623 | As of April 23, 2025. |
| Unvested restricted shares | 1,013 | Scheduled to vest June 12, 2025. |
| % of shares outstanding | ~0.063% | 11,623 / 18,399,139 shares outstanding. |
| Hedging/pledging | Prohibited | Policy bans hedging, shorting, margin, pledging; requires approvals for standing/limit orders. |
Insider Trades
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| None disclosed in proxy | — | — | — | Section 16(a) compliance indicates timely filings for reporting persons in 2024, with one delinquent Form 4 noted for Michael Earley; no delinquency noted for Gordon. |
Governance Assessment
- Strengths: Independent director with deep Medicaid/regulatory expertise; chairs Government Affairs Committee; member of Audit Committee; attendance >=75% threshold; strong anti-hedging/anti-pledging policy; no related-party transactions involving Gordon disclosed.
- Alignment: Director pay mix modest cash ($100,000) plus time-based equity (~$120,000) fosters ownership; Gordon beneficially owns 11,623 shares including 1,013 unvested RS; anti-hedging/pledging enhances alignment.
- Watch items: Combined CEO/Chair structure increases reliance on Lead Director and committee oversight; interlock with Eos/Metasource transaction exists at Board level (Lead Director First), though Audit Committee review mitigates; ensure continued transparency of Government Affairs oversight given payer/regulatory exposure.