Jean Rush
About Jean Rush
Jean Rush, age 67, is an independent director of Addus HomeCare Corporation and has served on the Board since October 2018; she is nominated for re‑election as a Class I director with a term expiring at the 2028 annual meeting . Her background includes Executive Vice President of Government Markets at HighMark Inc. (2015–July 2018) and Senior Vice President, Complex Care at Centene Corporation (2011–2015), with extensive experience in Medicare, Medicaid and Medicare Advantage, financial literacy, and cybersecurity competency . She holds a BA from Boston College and an MBA from the University of Connecticut . The Board has affirmatively determined she is independent under Nasdaq rules; the Board met nine times in 2024, and all directors attended at least 75% of Board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HighMark Inc. (affiliate of BlueCross BlueShield) | Executive Vice President, Government Markets | 2015–July 2018 | Held board positions at Gateway Health Solutions, Highmark Delaware, West Virginia Family Health, Highmark Select Resources |
| Centene Corporation (NYSE: CNC) | Senior Vice President, Complex Care | 2011–2015 | Senior executive overseeing complex care programs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Women Business Leaders in the U.S. Healthcare Industry | Director; Chair of Compensation Committee | Not disclosed | Non‑profit leadership; compensation oversight |
| Various privately-owned healthcare companies | Director | Not disclosed | Numerous private healthcare boards (company names not disclosed) |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member .
- Chair roles: Not disclosed for Rush; Audit Committee chaired by Michael Earley; Compensation Committee chaired by Mark L. First .
- Independence: Board determined all directors other than CEO/Chairman R. Dirk Allison are independent; Rush is independent .
- Attendance and engagement: Board met nine times in 2024; all directors attended at least 75% of Board and committee meetings; Audit Committee met eight times and Compensation Committee met once in 2024 .
- Compensation Committee report: Rush signed the Compensation Committee Report, indicating active participation in executive comp oversight .
Fixed Compensation
2024 independent director compensation for Jean Rush:
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $85,000 | Standard independent director retainer |
| Committee chair fees | $0 | Audit Chair $25k; Comp Chair $15k; Rush not a chair |
| Lead Director fee | $0 | Lead Director (Mark First) receives $25k; Rush not Lead Director |
| Equity grant (restricted stock, grant-date fair value) | $119,990 | Granted post-annual meeting; vests June 12, 2025 |
| Total | $204,990 | Sum of cash and equity |
Performance Compensation
| Item | Details |
|---|---|
| Performance-based equity | Not applicable to directors; annual director equity grants are time-based restricted shares valued at ~$120,000, vesting June 12, 2025 |
| Performance metrics tied to director compensation | None disclosed; director equity is not contingent on operational metrics |
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond Addus .
- Compensation Committee interlocks: During 2024, Compensation Committee members were Mark L. First, Jean Rush and Susan T. Weaver; none have been officers of the Company since the 2009 IPO; no interlocking relationships disclosed .
- Potential interlocks/conflicts: A related-party agreement in 2024 with Metasource, LLC (affiliate of Eos Management, where director Mark First is a Managing Director) was approved by the Audit Committee; no related-party transactions involving Rush disclosed .
Expertise & Qualifications
- Healthcare payer expertise including Medicare/Medicaid/Medicare Advantage .
- Financial literacy and executive business experience .
- Competency related to cybersecurity .
- Board experience across corporate and non-profit organizations .
- Education: BA (Boston College), MBA (University of Connecticut) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 8,049 | Less than 1% of outstanding shares (as of April 23, 2025) |
| Unvested restricted stock | 1,013 | Vests June 12, 2025 |
| Options (exercisable/unexercisable) | None disclosed for Rush | Not listed in director footnotes; 2024 director equity is RS only |
| Pledged shares | None disclosed; pledging prohibited by Insider Trading Policy | |
| Hedging | Prohibited for directors |
Governance Assessment
- Strengths: Independent status; dual service on Audit and Compensation Committees; active engagement evidenced by signing the Compensation Committee Report; robust anti‑hedging/anti‑pledging policy; director compensation mix emphasizes equity alignment (restricted stock alongside cash retainer) .
- Incentive oversight: Compensation Committee uses an independent consultant (FW Cook) and a defined peer group for executive pay benchmarking; 2024 say‑on‑pay received overwhelming approval, supporting pay‑for‑performance alignment under Rush’s committee tenure .
- Conflicts/Related parties: No related‑party transactions involving Rush disclosed; a 2024 agreement with an affiliate of Eos (linked to another director) was reviewed and approved under the Company’s related‑party policies—appropriate committee oversight mitigates conflict risk .
- Attendance and engagement: Board and committees met regularly; all directors met attendance thresholds; Audit met eight times, indicating strong financial oversight cadence; Compensation met once, consistent with annual cycle .
- RED FLAGS: None specific to Rush identified; no pledging/hedging; no disclosed legal proceedings; no director‑specific pay anomalies; no disclosed low say‑on‑pay outcomes under her Compensation Committee service .