Veronica Hill-Milbourne
About Veronica Hill-Milbourne
Veronica Hill-Milbourne, age 62, has served as an independent director of Addus HomeCare Corporation since January 2021. She is President and CEO of Spectrum Health Services, Inc. (since 2019), is a licensed RN, and holds a BS in Nursing (Villanova), MS in Health Education (Saint Joseph’s University), and JD (Temple University) . Her background spans executive leadership across payer and provider organizations and compliance, which the Board cites as core credentials for her directorship .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spectrum Health Services, Inc. (Philadelphia FQHCs) | President & CEO | 2019–present | Executive oversight of four FQHCs |
| Pathways (PA behavioral health HCBS) | CEO/State Director | 2017–2019 | Oversight of programs in 30 counties |
| Health Transformation Alliance | Senior executive leadership | 2016–2017 | Not disclosed |
| Health Partners Plans; Independence Blue Cross; Inglis Foundation; Visiting Nurse Association of Greater Philadelphia | Senior executive leadership roles | Not disclosed | Compliance and healthcare operations expertise |
External Roles
| Organization | Public/Private | Role | Start Date | Notes |
|---|---|---|---|---|
| Asbury Communities (continuing care retirement communities) | Non-profit | Director | Jan 2025 | Governance in senior living care |
| Health Federation of Philadelphia | Non-profit | Board member | Not disclosed | Community health engagement |
| Temple University College of Public Health | Academic | Chair, Board of Visitors | Not disclosed | External advisory leadership |
| Horsham Township (Montgomery County, PA) | Government | Councilwoman (previously) | Not disclosed | Prior public service |
Board Governance
- Independence: The Board determined all directors other than CEO R. Dirk Allison are independent under Nasdaq rules; Hill-Milbourne is independent .
- Committee assignments: Member, Government Affairs Committee (Chair: Darin J. Gordon). Committee met once in 2024; mandate is oversight of legislative/regulatory affairs affecting Addus’ operations .
- Attendance: The Board met nine times in 2024; all directors attended at least 75% of Board and committee meetings and all directors attended the 2024 annual meeting .
- Board structure: Classified board with staggered three-year terms and supermajority removal for cause only; features can entrench incumbents and require ≥66 2/3% for certain charter/bylaw changes .
- Lead Independent Director: Mark L. First serves as Lead Director .
Fixed Compensation
| Year | Base Cash Retainer ($) | Committee Chair Fees ($) | Total Cash ($) |
|---|---|---|---|
| 2024 | 85,000 | 0 (not a chair) | 85,000 |
| 2023 | 83,750 | 0 (not a chair) | 83,750 |
| 2022 | 80,000 | 0 (not a chair) | 80,000 |
Notes:
- 2024 committee chair retainers: Audit $25,000; Compensation $15,000; Nominating & Corporate Governance $15,000; Government Affairs $15,000 . Hill-Milbourne was not a chair .
Performance Compensation
| Year | Stock Awards ($, grant-date FV) | Award Timing | Vest Date | Unvested Units at YE |
|---|---|---|---|---|
| 2024 | 119,990 | Granted following annual meeting | Jun 12, 2025 | 1,013 shares (as of 12/31/24) |
| 2023 | 120,019 | Granted following annual meeting | Jun 14, 2024 | 1,289 shares (as of 12/31/23) |
| 2022 | 109,991 | Granted following annual meeting | Jun 15, 2023 | 1,406 shares (as of 12/31/22) |
- Equity form: Restricted shares for independent directors, valued near $120k annually in 2023–2024 .
- Director compensation cap: Aggregate annual compensation for any non-employee director is capped at $500,000, with narrow exceptions for special committees; director may not participate in awarding own extras .
Other Directorships & Interlocks
| Company | Public? | Role | Potential Interlock |
|---|---|---|---|
| None disclosed beyond non-profit roles in proxy biography | — | — | The proxy lists non-profit directorships; no other public company directorships disclosed for Hill-Milbourne |
- Related party transactions policy: Audit Committee must review/approve related person transactions >$120,000; compensatory transactions reviewed by Compensation Committee .
- 2024 related party example (not Hill-Milbourne): Master services agreement with Metasource, LLC (affiliate of Eos Management, with director Mark First as MD); ~$20,000 paid in FY2024; approved by Audit Committee; agreement contemplates >$500,000 expenditures .
Expertise & Qualifications
- Licensed RN in Pennsylvania; BS Nursing (Villanova), MS Health Education (Saint Joseph’s), JD (Temple) .
- Executive experience across payers and providers; compliance background; oversight of community health operations .
Equity Ownership
| Date | Beneficially Owned Shares | Shares Outstanding | Percent of Class | Notes |
|---|---|---|---|---|
| Apr 23, 2025 | 5,466 | 18,399,139 | <1% (≈0.03%) derived from table | SEC table lists <1% for Hill-Milbourne |
| Apr 17, 2024 | 4,453 | 16,370,336 | <1% | — |
- Unvested restricted shares at year-end: 1,013 (2024), 1,289 (2023), 1,406 (2022) .
- No pledging/hedging disclosures specific to directors; company maintains Insider Trading Policy prohibiting trading while in possession of MNPI .
Governance Assessment
- Independence and engagement: Hill-Milbourne is independent and met attendance thresholds with a nine-meeting Board cadence; attended the annual meeting alongside other directors, supporting board effectiveness .
- Committee fit: Placement on Government Affairs aligns with her regulatory and community health leadership; however, limited committee meeting frequency (once in 2024) suggests modest formal cadence for oversight in that area .
- Alignment: Director pay mixes cash retainer with time-based restricted stock (~$120k/year) that vests annually; unvested holdings indicate continued alignment through equity, but ownership remains a small fraction of the float .
- Compensation governance: Compensation Committee (First, Rush, Weaver) is fully independent, met once in 2024, and engages FW Cook as independent consultant (2025), mitigating interlock risks; no compensation committee insider participation disclosed .
- Shareholder signals: 2025 Say-on-Pay was approved (15,216,859 For; 1,330,522 Against; 8,662 Abstain; 875,876 broker non-votes), indicating broad support for executive pay and governance practices .
- Structural risk: Classified board and supermajority removal provisions can be viewed as entrenchment risks and may reduce investor flexibility in board refreshment; monitor governance changes and shareholder proposals .
- Conflicts/related party: No related-party transactions disclosed involving Hill-Milbourne; an unrelated tech-enabled services agreement with an affiliate of a director (First) was Audit Committee-approved and small in FY2024 cash payments, but the larger contemplated spend (> $500k) warrants ongoing oversight for fair dealing .
RED FLAGS
- Classified board with supermajority removal for cause only (potential entrenchment) .
- Related-party agreement with affiliate of a director (not Hill-Milbourne); ensure continued Audit Committee oversight as expenditures scale .
Positive Indicators
- Strong independence posture and attendance .
- Director equity grants vesting annually support alignment without option repricing or tax gross-ups disclosed .
- High 2025 Say-on-Pay support from shareholders .