Michael Earley
About Michael Earley
Michael Earley, age 69, is an independent director of Addus HomeCare (ADUS) who has served on the Board since 2014, bringing deep healthcare services, finance, and audit expertise; he is designated the Audit Committee Financial Expert and chairs the Audit Committee . He is Managing Member of Pelican Advisors, LLC (since 2013), and formerly Chairman & CEO of Metropolitan Health Networks (NYSE: MDF) and of Vistage Florida; he began his career at Ernst & Young and holds undergraduate degrees in accounting and business administration from the University of San Diego . The Board has determined he is independent under Nasdaq rules, and all directors met at least 75% attendance thresholds in 2024; the Board met nine times and all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Metropolitan Health Networks, Inc. (NYSE: MDF) | Chairman & CEO | 2003–2013 | Led provider services network; brings operating and healthcare payer/provider insight |
| Pelican Advisors, LLC | Managing Member (consulting) | 2013–present | Advises healthcare services and other businesses |
| Vistage Florida | Chairman & CEO | Nov 2021–Sep 2022 | Executive coaching/leadership experience |
| Intermark, Inc.; Triton Group Ltd. | Senior executive roles (CEO/COO/CFO/CDO) | 1986–1997 | Diversified holding company leadership; corporate development |
| Collins Associates (institutional money manager) | CEO | 2000–2002 | Capital markets perspective |
| Ernst & Young LLP | Audit & Tax Staff | 1978–1983 | Foundational accounting/audit training |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pelican Advisors, LLC | Managing Member | 2013–present | Ongoing advisory role outside ADUS |
The proxy notes he “has also served as a director of several public companies,” but does not list current public company directorships by name in 2025 .
Board Governance
- Independence: Board affirms Mr. Earley is independent (all directors except the CEO/Chair) .
- Committees:
- Audit Committee: Chair; members: Heather Dixon, Michael Earley (Chair), Darin J. Gordon, Jean Rush; designated Audit Committee Financial Expert (Earley) .
- Nominating & Corporate Governance Committee: Member (Chair: Susan T. Weaver; members include Earley, Weaver, López) .
- Engagement:
- Board met 9 times in 2024; all directors attended ≥75% of aggregate Board and committee meetings .
- Audit Committee met 8 times; Nominating & Corporate Governance Committee met 1 time in 2024 .
- All directors serving at the time attended the 2024 annual meeting of shareholders .
- Board leadership: Lead Director is Mark L. First; CEO also serves as Chair; independent Lead Director presides as needed .
Fixed Compensation
| Component | Amount (USD) | Period/Detail |
|---|---|---|
| Annual Board retainer (independent directors) | $85,000 | 2024 policy |
| Audit Committee Chair retainer | $25,000 | 2024 policy |
| Cash fees paid (Earley) | $110,000 | 2024; paid to Pelican Advisory LLC; stock awards to Earley directly |
Performance Compensation
| Equity Award | Grant Value (USD) | Structure | Vesting |
|---|---|---|---|
| Annual restricted stock (independent director grant) | $119,990 | Time-vested RS (not performance-conditioned) | Vests 6/12/2025; Earley held 1,013 unvested RS at 12/31/2024 |
Independent director equity awards are time-based; the proxy does not disclose director performance metrics tied to equity (i.e., no TSR/EBITDA hurdles for directors) .
Other Directorships & Interlocks
| Item | Detail | Oversight/Notes |
|---|---|---|
| Related-party transaction involving another director | 2024 master services agreement with Metasource, LLC (affiliate of Eos Management, where director Mark L. First is Managing Director); Company paid approx. $20,000 in 2024; approved by Audit Committee; disclosed as on market terms | As Audit Chair, Mr. Earley oversees related-person transaction approval processes; proxy does not specify individual recusals |
| Compensation Committee interlocks | Compensation Committee members in 2024: Mark L. First (Chair), Jean Rush, Susan T. Weaver; no interlocks/insider participation disclosed | Earley is not on the Compensation Committee |
Expertise & Qualifications
- Audit/finance: Designated Audit Committee Financial Expert; prior CFO/COO roles; early career at Ernst & Young .
- Healthcare services leadership: Former Chairman & CEO of Metropolitan Health Networks; broad payer/provider and government program exposure .
- Governance: Longstanding board service; serves on Audit (Chair) and Nominating & Corporate Governance Committees .
- Education: Undergraduate degrees in accounting and business administration, University of San Diego .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Michael Earley | 10,779 | <1% | Includes 1,013 unvested restricted shares scheduled to vest 6/12/2025 |
Policy alignment:
- Anti-hedging/pledging: Company policy prohibits hedging, shorting, options on Company stock, holding in margin accounts, and pledging Company stock; also restricts standing/limit orders without approval .
Governance Assessment
- Strengths
- Independent director with substantial operating and financial credentials; designated Audit Committee Financial Expert and Audit Chair, with 8 Audit Committee meetings in 2024 indicating active oversight .
- Broad healthcare services leadership experience aligns with ADUS’s strategy and risk profile .
- Ownership alignment via annual equity grants; anti-hedging and anti-pledging policies support shareholder alignment .
- Attendance and engagement standards met; Board met 9 times in 2024 and directors met ≥75% participation; all directors attended the 2024 annual meeting .
- Watch items / potential red flags
- Related-party exposure at the Board level (Metasource/Eos affiliate tied to another director) was approved by the Audit Committee; as Audit Chair, Earley’s committee oversees such approvals—continued transparency and robust recusal practices are important to mitigate perceived conflicts .
- Routing of Earley’s cash director fees through Pelican Advisory LLC is disclosed; not a conflict per se but warrants standard disclosure and controls .
- Tenure of ~11 years may raise standard independence-duration considerations for some investors, though the Board affirms independence and maintains a Lead Independent Director structure .
Overall, Earley’s profile is governance-positive: independent, financially sophisticated Audit Chair with relevant sector experience and disclosed, time-based director equity. Continued vigilance on related-party reviews and committee recusals is advisable to sustain investor confidence .