Ellen Havdala
About Ellen Havdala
Independent director since January 2019; age 59 as of April 1, 2025. Managing Director at Equity Group Investments (EGI) with three decades of investment and portfolio company oversight experience; prior roles include executive positions at Equity International and Scott Sports Group, and early career as a financial analyst at First Boston. Education: BA in Economics magna cum laude from Harvard College; Master of Divinity from the University of Chicago (2016). Board nominated under the Nomination Agreement as an EGI-AM designee; Board determined she is independent under NYSE rules despite EGI affiliations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Equity Group Investments (EGI) | Managing Director | Since joining EGI affiliates in Sep 1990; current MD | Represents EGI in sourcing/evaluating investments and portfolio work; oversees Zell Global Entrepreneurship Network |
| Equity International | Executive Vice President | Prior role (dates not specified) | Executive leadership role at EGI affiliate |
| Scott Sports Group, Inc. | Vice President | Prior role (dates not specified) | Executive role |
| The First Boston Corporation | Financial Analyst | 1988 (early career) | Investment banking analysis experience |
External Roles
| Organization | Role | Start | Type |
|---|---|---|---|
| CraneWorks, Inc. | Director | Apr 2024 | Private company board |
| Zell Lurie Institute, Univ. of Michigan Ross | Board Member | Ongoing | Academic/Non-profit board |
| Zell Global Entrepreneurship Network | Establish/Oversee | Ongoing | Program leadership and mentorship network oversight |
| Prior boards (selected) | Director | Various | Lanter Delivery Systems; Equity Distribution Acquisition Corp.; SIRVA, Inc.; Rewards Network; WRS Holding Company; East Mediterranean Gas Company SAE; National Patent Development Corp.; Home Products International |
Board Governance
- Committees and roles: Chair, Compensation Committee; member, Patient Safety and Quality of Care Committee. Compensation Committee met nine times in 2024; Quality Committee met four times .
- Independence: Board concluded Havdala qualifies as independent under NYSE rules despite EGI-AM’s controlling stake and service agreements; ARDT is a “controlled company” and not required to have a majority-independent Board or fully independent Compensation Committee .
- Attendance: Board held six meetings in 2024; each director, including Havdala, attended at least 75% of Board and committee meetings on which they served .
- Executive sessions: Each regular Board meeting includes an executive session of non-employee directors; independent directors meet in executive session at least annually .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 | Under 2024 non-employee director program adopted at IPO |
| Committee retainers (policy) | Chair: Compensation $20,000; Member: Audit $15,000; Compensation $10,000; Nominating $7,500; Quality $10,000 | Policy schedule; Havdala is Compensation Chair and Quality member |
| Fees earned in cash (actual) | $107,500 | 2024 actual cash received (reflects proration post-IPO and committee roles) |
Performance Compensation
| Equity Award | Grant/Outstanding | Grant Date Value | Vesting |
|---|---|---|---|
| Annual Director RSUs | 22,355 RSUs outstanding at 12/31/2024 | $185,000 per standard annual grant; Havdala total 2024 stock awards $365,235 (includes Special Director RSUs) | Annual RSUs generally vest over 12 months; 2024 Annual Director RSUs vest March 31, 2025 |
| Special Director RSUs | Included in $365,235 | Granted Dec 2024 for retention; not granted to Sotir/Sen | Vest in three equal installments on Dec 12, 2025/2026/2027; accelerated upon Change in Control |
Director equity is time-based RSUs; no performance metrics (TSR/financial) apply to directors under the 2024 program .
Other Directorships & Interlocks
- EGI-AM and Ventas nomination rights: EGI-AM can nominate a majority of directors and designate the Chairman while >50% voting power; Ventas (via ALH Holdings) nominates one director while it and affiliates hold ≥4% voting power .
- Services Agreement with EGI-AM providing advisory services and information/access rights (no fee; reimbursable expenses; indemnification), representing a related-party framework considered in independence determinations .
Expertise & Qualifications
- Deep private equity and portfolio company oversight; governance and compensation leadership as Compensation Committee Chair .
- Healthcare services Board exposure through ARDT’s Quality Committee; enhances oversight of patient safety and care quality policies .
- Academic and entrepreneurship program governance (Zell Lurie Institute; Zell Global Entrepreneurship Network) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Components/Notes |
|---|---|---|---|
| Ellen Havdala | 77,427 | <1% | Includes 11,562 RSUs vesting within 60 days of 3/28/2025 (counted as beneficial for SEC purposes) |
| RSUs outstanding (dir. program) | 22,355 | n/a | RSUs outstanding as of 12/31/2024 |
| Ownership guideline | 5x annual cash retainer | n/a | As of 12/31/2024, all non-employee directors except Sotir and Sen exceeded guideline; implies Havdala meets guideline |
Insider Trades (Form 4)
| Filing Date | Summary | Key Terms |
|---|---|---|
| Dec 16, 2024 | Reported grant of RSUs pursuant to director equity program; footnote indicates RSUs vest in three equal installments | RSUs vest over three years; transaction reflects director compensation awards |
| Mar 25, 2025 | Reported RSUs; footnote references vesting “on the first anniversary of March 21, 2025” (award-specific) | RSUs time-based vesting; Form shows current beneficial ownership after transactions |
No pledging/hedging disclosures identified in these Form 4 filings; ARDT’s insider trading policy governs director transactions .
Governance Assessment
-
Strengths
- Independent status affirmed despite EGI affiliation; active leadership as Compensation Committee Chair and member of Quality Committee demonstrates engaged governance .
- Strong shareholder support in 2025: Say-on-Pay received 101,457,024 For vs 1,202,587 Against; frequency vote supported annual say-on-pay (102,656,561 votes) .
- Compensation Committee exercised negative discretion to normalize NEO bonuses to 100% despite formulaic >140% outcome due to unplanned New Mexico program approval—evidence of pay discipline under Havdala’s chairmanship .
- Director equity ownership meets/exceeds guidelines, aligning incentives with shareholders .
-
Risks and RED FLAGS
- Controlled company governance: EGI-AM holds >50% voting power; EGI-AM designees comprise a majority of Compensation and Nominating Committees; Havdala is an EGI Managing Director—monitor for potential influence over pay and nominations despite independence conclusion .
- Related-party framework: EGI-AM Services Agreement (advisory/information rights; expense reimbursement; indemnification). While Board deemed independence intact, the structure warrants ongoing scrutiny for conflicts .
- Committee independence: As a controlled company, Compensation Committee need not be solely independent under NYSE rules. Continued transparency on advisor independence (WTW) and committee processes mitigates risk .
2025 Annual Meeting Results — Ellen Havdala
| Item | For | Withhold | Broker Non-Votes |
|---|---|---|---|
| Director Election (Havdala) | 96,271,164 | 6,694,616 | 4,800,840 |
Director Compensation (Detail)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash | $107,500 |
| Stock Awards (RSUs) | $365,235 |
| Total | $472,735 |
| RSUs Outstanding (12/31/2024) | 22,355 |
| Annual Cash Retainer (Policy) | $100,000 |
| Compensation Committee Chair Fee (Policy) | $20,000 |
| Quality Committee Member Fee (Policy) | $10,000 |
| Director Equity Vesting (2024 grants) | Annual RSUs vest Mar 31, 2025; Special Director RSUs vest Dec 12, 2025/2026/2027 |
Related Party & Conflicts
- EGI-AM Nomination Agreement grants majority nomination rights; Ventas nominates one director while ≥4% ownership; Havdala designated by EGI-AM .
- EGI-AM Services Agreement provides advisory services and information/access rights; no fee but reimbursable expenses and indemnification; Board considered this in independence determinations .
- No specific transactions disclosed involving Havdala personally in the “Certain Relationships and Related Party Transactions” section; Audit & Compliance Committee reviews related-person transactions .
Compensation Committee Analysis
- Committee composition: Havdala (Chair), Bynoe, Bulgarelli, Campion, Sen; nine meetings in 2024 .
- Consultant: Willis Towers Watson (WTW) engaged; Committee determined no conflicts of interest; WTW provided compensation design and benchmarking; 2024 fees to WTW and affiliates disclosed ($542,841 executive comp consulting; $2,418,694 benefits administration) .
- Committee responsibilities include director pay structure and equity plan administration; EGI-AM designees comprise a majority while EGI-AM >50% voting power per Nomination Agreement .
Equity Ownership & Alignment Policy
- Stock Ownership Guidelines: Non-employee directors must hold shares equal to 5x annual cash retainer; compliance required within 5 years of IPO (by July 18, 2029); Havdala meets guideline; Sotir and Sen not yet at guideline as of 12/31/2024 .
Employment & Contracts (director-specific)
- Director compensation program: post-IPO 2024 Program instituted with cash retainers and time-based RSUs; vesting accelerates upon Change in Control; proration for partial-year service .
Performance & Track Record
- As Compensation Chair, Havdala presided over the decision to cap 2024 Corporate Executive Bonus Plan payouts at 100% of target despite formulaic outcome >140%—a shareholder-friendly governance action .
- Strong director election support and say-on-pay approval indicate investor confidence in current governance .
Governance Signals Summary
- Positive: Independence affirmations; active committee leadership; disciplined pay decisions; strong say-on-pay and election outcomes; ownership guideline compliance .
- Monitor: Controlled company dynamics; EGI-AM advisory and nomination rights; ensure continued transparency and rigorous oversight to mitigate potential conflicts .