Hunter Craig
Director at BTSG
Board
About Hunter Craig
Hunter Craig (age 43) is a Class III independent director of BrightSpring Health Services (BTSG), serving since May 2020; his current term runs until the 2027 annual meeting. He is a member of KKR’s Americas Private Equity Health Care team and previously was a vice president at GTCR; earlier in his career he was an investment banking analyst at Credit Suisse. He holds a B.B.A., magna cum laude, in Accountancy and Theology from the University of Notre Dame and an MBA from Harvard Business School. The Board has affirmatively determined he is independent under Nasdaq rules, including for committee membership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GTCR | Vice President | 2013–2020 | Healthcare investments; private equity execution experience |
| Credit Suisse | Investment Banking Analyst (Global Industrial & Services) | Early career | Transaction experience in M&A/financing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| KKR & Co. (Americas PE – Health Care team) | Member (Investment professional) | 2020–present | Healthcare-focused private equity; BTSG is KKR-controlled |
| 123Dentist | Director | Current | Private company board; KKR portfolio company |
| Heartland Dental | Director | Current | Private company board; KKR portfolio company |
Board Governance
- Classification and term: Class III director; term expires at the 2027 annual meeting.
- Independence: Board determined Craig is independent under Nasdaq rules (including committee independence).
- Committees: Member, Quality & Compliance and Governance Committee (Chair: Dr. Steve Miller). Not a member of the Audit or Compensation Committees.
- Committee mandates: Q&C and Governance oversees non-financial risk/compliance programs and Code of Ethics communications and compliance.
- Board structure: Combined Chair/CEO (no Lead Independent Director elected at this time).
- Meeting cadence/attendance: Board met 5 times in 2024; Audit 5, Compensation 4, Q&C and Governance 4; all directors attended at least 75% of their boards/committees.
| Committee | Role | 2024 Meetings | Attendance Note |
|---|---|---|---|
| Quality & Compliance and Governance | Member | 4 | All directors ≥75% in 2024 |
| Audit | Not a member | 5 | — |
| Compensation | Not a member | 4 | — |
Fixed Compensation
| Component (Director) | Amount | Period/Notes |
|---|---|---|
| Annual retainer (cash) | $0 | Company disclosed it did not pay directors any compensation in 2024 (cash or equity). |
| Committee membership fees | $0 | 2024 |
| Committee chair fees | N/A | Craig is not a chair. |
| Meeting fees | $0 | 2024 |
| Equity grants (director) | $0 | 2024; Company anticipates reviewing director compensation post-IPO. |
Performance Compensation
- No director performance-based compensation was disclosed for 2024; the Company did not pay directors any stock or option awards for board service in 2024.
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Notes |
|---|---|---|---|
| 123Dentist | Private | Director | KKR portfolio company; Craig is a KKR investment professional. |
| Heartland Dental | Private | Director | KKR portfolio company; Craig is a KKR investment professional. |
- Compensation Committee interlocks: Company disclosed no compensation committee interlocks or insider participation; none noted for Craig.
Expertise & Qualifications
- Healthcare private equity investing (KKR Health Care team; prior GTCR healthcare focus).
- Transaction/finance background (Credit Suisse investment banking).
- Education: B.B.A., magna cum laude, in Accountancy & Theology (Notre Dame); MBA (Harvard Business School).
- Board independence confirmed under Nasdaq standards.
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned | 0 (reported as “–” in beneficial ownership table; less than 1%) as of March 31, 2025. |
| Ownership as % of outstanding | <1% (asterisked in the table). |
| Vested vs. unvested breakdown | Not disclosed for directors; Company reported no director stock awards in 2024. |
| Hedging/derivative restrictions | Company policy prohibits directors from shorting Company stock, trading options/warrants/puts/calls, and entering hedging instruments (e.g., collars, swaps, exchange funds). |
| Pledging as collateral | No pledging disclosure specific to directors; policy addresses hedging/derivatives and shorting. |
| Stock ownership guidelines | Compensation Committee is responsible for reviewing/approving stock ownership guidelines and monitoring compliance; specific director guideline levels not disclosed. |
Governance Assessment
-
Positives
- Independence and committee service: Craig is Board-designated independent and serves on the Quality & Compliance and Governance Committee, which oversees non-financial risk and ethics/compliance—relevant to healthcare regulatory risk. Attendance across the Board/committees met or exceeded 75% in 2024.
- Relevant sector expertise: Healthcare private equity and finance background aligns with BTSG’s strategy and sponsor ownership.
- Trading safeguards: Robust insider trading policy for directors (no shorting, derivatives, or hedging transactions).
-
Risk indicators and potential conflicts
- Controlled company status: KKR affiliates control ~54% voting power; BTSG relies on Nasdaq controlled-company exemptions (e.g., not required to have a majority independent board, and director nominations not required to be made by an all-independent nominating committee). This can concentrate influence and reduce minority shareholder protections.
- Sponsor affiliations and related-party transactions: KKR affiliates received a $22.7 million monitoring agreement termination fee and $7.4 million IPO underwriting fees; KKR Capital Markets also earned additional fees on financing transactions—these relationships require continued strong audit/committee oversight to mitigate conflicts.
- Board structure: Combined Chair/CEO and no Lead Independent Director may reduce independent counterbalance, especially under controlled company status.
- Alignment: No director compensation was paid in 2024 and Craig reports no personal share ownership; while this avoids pay conflicts, it may limit “skin in the game” alignment until a public-company director compensation/ownership framework is adopted.
-
Implications for investor confidence
- The combination of controlled company exemptions, sponsor-affiliated directors, and notable related-party fee flows elevates the importance of independent director vigilance—particularly within the Quality & Compliance and Governance Committee where Craig serves. A transparent, market-standard director compensation and ownership program could improve long-term alignment optics.
RED FLAGS
- Controlled company exemptions in use (reduced independence requirements).
- No Lead Independent Director.
- Significant KKR-related fees (monitoring termination, underwriting, financing) creating ongoing related-party optics.
- No director equity/cash compensation in 2024 coupled with zero reported personal share ownership for Craig (alignment signal may be limited until a program is implemented).