Mark First
About Mark L. First
Mark L. First, age 60, is Lead Director at Addus HomeCare and has served on the Board since 2006; he previously held the title of President (unpaid) from 2006–2009 and was appointed Lead Director in October 2022 . He is Managing Director at Eos Management, L.P. (since 1994) and previously worked as an investment banker at Morgan Stanley (1991–1994) . First holds a B.S. in economics from The Wharton School and an MBA from Harvard Business School, and is recognized for financial literacy and experience in business, corporate strategy, and investment matters .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Addus HomeCare (ADUS) | Director; Lead Director | Director since 2006; Lead Director since Oct 2022 | Lead Director presides at executive sessions and helps set Board agendas with the CEO/Chair |
| Addus HomeCare (ADUS) | President (unpaid) | 2006–2009 | Historical executive title; Board currently deems him independent |
| Eos Management, L.P. | Managing Director | 1994–present | Investment and corporate strategy expertise |
| Morgan Stanley & Co. | Investment Banker | 1991–1994 | Capital markets background |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| PetIQ | Director | Prior to sale | Prior public company directorship |
| Various privately owned companies | Director | Ongoing | Multiple private company boards (not individually listed) |
Board Governance
- Independence: Board determined all directors other than the CEO/Chair (R. Dirk Allison) are independent under Nasdaq rules; thus First is independent .
- Lead Director responsibilities: Works with the CEO/Chair to set Board agendas; presides at Board/shareholder meetings if the Chair is absent, including executive sessions of non‑management directors .
- Committee memberships: Chair, Compensation Committee; member, Compensation Committee alongside Jean Rush and Susan T. Weaver, M.D. .
- Board/Committee activity: Board met nine times in 2024; all directors attended at least 75% of Board and applicable committee meetings; Compensation Committee met once in 2024 .
- Annual meeting attendance: All directors attended the 2024 annual shareholder meeting .
- Compensation consultant: Compensation Committee engaged FW Cook in 2025; Committee concluded no conflicts of interest with FW Cook .
- Clawback: Company adopted a Dodd‑Frank compliant compensation recoupment policy on November 24, 2023 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (independent directors) | $85,000 | Standard independent director cash retainer |
| Lead Director retainer | $25,000 | Additional cash for Lead Director responsibilities |
| Compensation Committee Chair retainer | $15,000 | Committee chair cash retainer |
| Cash total (2024 – First) | $125,000 | Sum of Board + Lead + Comp Chair cash |
| Equity grant (2024 – First) | $119,990 | Annual restricted share grant; vests June 12, 2025 |
| Reimbursements | Reasonable expenses | For Board/committee/shareholder meeting attendance |
Mix: For 2024, First’s director compensation was roughly balanced between cash ($125,000) and equity ($119,990), aligning with shareholder interests via annual restricted stock .
Performance Compensation
| Element | Presence | Metrics | Vesting/Terms |
|---|---|---|---|
| Performance-based director pay | None disclosed | N/A | Annual director equity grants are time-based restricted shares, vesting on June 12, 2025 |
Other Directorships & Interlocks
- Current public boards: None disclosed (post‑PetIQ sale) .
- Compensation Committee interlocks: In 2024, First served on ADUS’s Compensation Committee; no ADUS executive officers served on a board/compensation committee of an entity with an executive officer serving on ADUS’s Board/Comp Committee (i.e., no interlock) .
Expertise & Qualifications
- Financial literacy; corporate strategy and investment expertise; experience on corporate boards .
- Degrees: Wharton B.S. in economics; Harvard MBA .
- Lead Director governance skills: Agenda setting and oversight of executive sessions, providing counterbalance to combined CEO/Chair structure .
Equity Ownership
| Category | Detail |
|---|---|
| Total beneficial ownership | 12,449 shares; “less than 1%” of outstanding shares |
| Unvested restricted shares | 1,013 (vest on June 12, 2025) |
| Ownership alignment policies | Insider Trading Policy prohibits hedging, options/derivatives, short sales, margin accounts, and pledging of Company stock; requires approvals for certain standing/limit orders |
Related-Party Transactions and Potential Conflicts
- Eos affiliation and Metasource agreement: In 2024, ADUS entered a master services agreement (primarily tech‑enabled services) with Metasource, LLC, owned by an affiliate of Eos Management, L.P., where First is a Managing Director; contemplated spend >$500,000, with ~$20,000 paid in FY 2024; approved by the Audit Committee under Company policy, considered market terms and ordinary course .
- Policy controls: Audit Committee reviews/approves related‑party transactions; Code of Conduct requires reporting and permits prohibition of conflicting board memberships for officers/employees .
Governance Assessment
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Strengths:
- Independent Lead Director with clear authority over executive sessions and agendas, mitigating combined CEO/Chair risk .
- Robust independence posture; First is independent and not a Company employee (unpaid historical President role ended 2009) .
- Anti‑hedging/anti‑pledging policy enhances alignment; director equity paid as time‑based restricted shares .
- Use of independent compensation consultant with no conflicts; adoption of Dodd‑Frank‑compliant clawback policy .
-
Watch items / potential red flags:
- Related‑party exposure via Metasource/Eos affiliate creates perceived conflict risk, albeit small dollar in 2024 and Audit‑approved; continued monitoring warranted .
- Compensation Committee met only once in 2024, which could signal limited formal cadence; effectiveness depends on substantive work completed between meetings .
- Combined CEO/Chair model relies on Lead Director rigor; ongoing evaluation of balance-of-power remains prudent .
-
Engagement/attendance signals:
- Board met nine times in 2024 with ≥75% attendance by all directors; all directors attended the 2024 annual meeting, supporting engagement .
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Shareholder feedback:
- 2024 say‑on‑pay received overwhelming approval (for executives), supportive of pay‑for‑performance framework overseen by the Compensation Committee chaired by First .
Overall, First’s profile suggests strong financial and investment oversight via the Compensation Committee and Lead Director role, with alignment mechanisms (equity grants; anti‑hedging) and formal related‑party review processes; the Metasource/Eos link is a governance sensitivity that appears controlled but merits ongoing monitoring .