Susan Weaver
About Susan T. Weaver, M.D., FACP
Independent director, age 64, serving on Addus HomeCare’s board since October 2016; currently Senior Advisor to Frazier Healthcare Partners. Education includes a B.S. in psychology from Duke University and M.D. from Duke University School of Medicine; postgraduate training at Massachusetts General Hospital; board-certified in Internal Medicine and Fellow of the American College of Physicians. Career highlights: CEO of KEPRO (2018–Dec 2022), CEO of C3 HealthcareRx (2016–2018), President of Transformation Health Partners (2015), CMO at Blue Cross Blue Shield of North Carolina (2012–2015), EVP of Medical Affairs at WakeMed Health & Hospitals (2009–2012). The company cites her expertise in the practice of medicine, business and corporate strategy, healthcare industry operations, and government reimbursement regulations as core credentials . She is affirmed independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KEPRO (tech-enabled healthcare services) | President → Chief Executive Officer | Jul 2018–Dec 2022 | Led strategy until merger with CNSI |
| C3 HealthcareRx, LLC | Chief Executive Officer | 2016–Jul 2018 | Operational leadership in healthcare services |
| Transformation Health Partners | President (founder) | 2015 | Consulting on healthcare transformation |
| Blue Cross Blue Shield of North Carolina | Chief Medical Officer | 2012–2015 | Payer strategy and clinical leadership |
| WakeMed Health & Hospitals | Executive Vice President, Medical Affairs | 2009–2012 | Provider operations and medical affairs leadership |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Frazier Healthcare Partners | Senior Advisor | Current | Private equity/venture firm advisory role |
| AdaptHealth Corp. (Nasdaq: AHCO) | Director | Since Nov 2019 | Home medical equipment company |
| Acentra Health | Director | Until Dec 2024 | Prior board service |
| DFB Healthcare Acquisitions Corp. | Director | Prior to merger with AdaptHealth | SPAC board service |
Board Governance
- Committees: Member, Compensation Committee; Chair, Nominating and Corporate Governance Committee. Both committees are composed entirely of independent directors. Compensation Committee met once in 2024; Nominating and Corporate Governance met once in 2024 .
- Independence: Board determined all directors other than the CEO (Allison) are independent under Nasdaq rules .
- Attendance: Board met nine times in 2024; all directors attended at least 75% of Board and committee meetings for which they were members .
- Election and term: Nominated and elected as a Class I director to a three-year term expiring at the 2028 annual meeting; vote results 15,081,628 For, 1,474,415 Withhold, 875,876 broker non-votes (meeting quorum: 17,431,919 shares present) .
- Lead independent director: Mark L. First serves as Lead Director; presides over executive sessions when Chairman not present .
- Risk oversight: Committee structure oversees financial reporting, compensation risk, cybersecurity, and succession planning. Nominating & Governance also oversees CEO/senior executive succession and Board/management evaluations .
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $85,000 | Standard independent director retainer |
| Committee chair fee (Nominating & Corporate Governance) | $15,000 | Chair retainer |
| Total cash fees (2024) | $100,000 | Reported for Dr. Weaver |
| Equity grant (restricted stock, grant-date fair value) | $119,990 | Annual RS award to independent directors; vests 6/12/2025 |
| Meeting fees | Not paid | No meeting fees disclosed; expenses reimbursed as reasonable |
Performance Compensation (Director)
| Grant Type | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|
| Restricted Stock (annual director grant) | $119,990 | Vests on June 12, 2025 | None; time-based vesting for directors |
- Anti-hedging/pledging: Company policy prohibits hedging, short sales, margin accounts, and pledging of Company stock by directors .
Other Directorships & Interlocks
| Company | Relationship to ADUS | Potential Interlock/Conflict Considerations |
|---|---|---|
| AdaptHealth Corp. (AHCO) | No disclosed transactions with ADUS | Healthcare adjacency; no ADUS-related party transactions disclosed involving Weaver |
| Frazier Healthcare Partners | Advisor to PE firm | No ADUS-related party transactions disclosed involving Weaver; Board policy requires reporting outside boards and prohibits conflicts |
- Related party transactions: Only disclosed transaction in 2024 was a tech-enabled services agreement with Metasource, LLC owned by an affiliate of Eos Management, L.P., where director Mark First is Managing Director; ~$20,000 paid; approved by Audit Committee as on market terms. No Weaver-linked related party transactions disclosed .
Expertise & Qualifications
- Clinical: Board-certified in Internal Medicine; Fellow of the American College of Physicians .
- Strategy/Operations: CEO and executive roles across payers, providers, and tech-enabled services; Board/committee leadership (Nominating & Governance chair) .
- Regulatory: Knowledge of government reimbursement regulations (Medicare/Medicaid-related) .
- Education: Duke University (B.S., M.D.); training at Massachusetts General Hospital .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 11,123 | As of April 23, 2025 |
| Ownership % of shares outstanding | <1% | Company table shows “*” (<1%) with 18,399,139 shares outstanding |
| Unvested restricted shares | 1,013 | Vest on June 12, 2025 |
| Options (exercisable/unexercisable) | None disclosed | No option holdings footnoted for Weaver |
| Pledging/Hedging | Prohibited | Insider Trading Policy bans pledging/hedging |
Governance Assessment
- Strengths: Independent status; chair of Nominating & Governance overseeing board evaluation, director compensation, and succession planning; medical and payer/provider expertise enhances oversight of reimbursement and compliance. Committees composed of independent directors; solid attendance and structured risk oversight; anti-hedging/pledging policy supports alignment .
- Alignment: Holds 11,123 shares with additional unvested RS; annual equity grants provide at-risk, time-based ownership; no options or pledging disclosed .
- Investor signals: 2025 re-election passed with 15.08M For vs 1.47M Withhold; Say-on-Pay supported (15.22M For); annual frequency for Say-on-Pay approved—indicates overall shareholder support of governance/compensation framework .
- Potential watch items: External roles (AdaptHealth board; Frazier advisory) require continued monitoring for conflicts; current proxy discloses no Weaver-related party transactions and enforces pre-approval and conflict policies via Audit Committee and Code of Conduct .
- Compensation committee independence and process: No interlocks/insider participation; uses independent consultant FW Cook; committee’s work reviewed and approved; supports robust pay governance .