Elder Granger
DLH HoldingsAbout Elder Granger
U.S. Army Major General (Ret.) and physician-executive; age 71; DLH director since 2014. President & CEO of The 5Ps, LLC; former Deputy Director and Program Executive Officer of TRICARE (2005–2009); board-certified in internal medicine, medical oncology, hematology; NACD Certified Director & Fellow; CERT Certificate in Cybersecurity Oversight (Carnegie Mellon). Education: B.S. Arkansas State University; M.D. University of Arkansas School of Medicine. Current public board: Cigna Corp. (Compliance Committee Chair; Governance Committee member). Prior public boards: Express Scripts, Cerner, Better Therapeutics.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Defense – TRICARE Management Activity | Deputy Director & Program Executive Officer | 2005–2009 | Principal advisor on DoD health plan policy/performance; oversaw acquisition, operation, integration of DoD managed care within Military Health System. |
| Multinational Corps Iraq / Task Force 44th Medical Command | Commander & Command Surgeon | Not stated (prior to 2005) | Led largest U.S. and multi-national battlefield health system in recent history. |
| The 5Ps, LLC | President & CEO | Post-Army retirement (current) | Healthcare, education, leadership consultancy. |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Cigna Corp. | Director | Since Dec 2018 (current) | Chair – Compliance; Member – Corporate Governance. |
| Express Scripts Holding | Director | 2015–2018 (to merger with Cigna) | Not specified. |
| Cerner Corp. | Director | Nov 2020–Jun 2022 | Member – Audit; Member – Nominating, Governance & Public Policy. |
| Better Therapeutics, Inc. | Director | Nov 2021–Mar 2024 | Member – Audit. |
| University of Arkansas School of Medicine | Board of Visitors | Current | Advisory/visitor role. |
Board Governance
- Independence: Independent director (all directors except CEO are independent).
- Committees (FY2024 membership and activity):
- Management Resources & Compensation Committee: Member; met 5 times, plus 2 unanimous written consents.
- Cyber, Technology & Biomedical Research Committee: Chair; met 2 times.
- Board activity/attendance:
- Board met 9 times; no director attended fewer than 75% of board/committee meetings; all directors attended the March 14, 2024 annual meeting.
- Executive sessions: Independent directors met in executive session at all regularly scheduled meetings in FY2024.
- Leadership structure: Separate Chair and CEO roles.
- Policies supporting governance quality:
- Anti-hedging/anti-pledging applicable to directors; pledging of DLH securities prohibited.
- Board stock ownership guideline: 5x annual cash retainer, to be met within 5 years; all non-employee directors meet or are on track.
- Code of Ethics; insider trading pre-clearance for directors.
Fixed Compensation (Director Pay – FY2024)
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $60,000 | Non-employee directors. |
| Committee Chair Fee (Cyber, Technology & Biomedical Research) | $15,000 | Chair fee. |
| Committee Member Fee (Compensation Committee) | $5,000 | Member fee (non-chair). |
| Total Cash Fees | $80,000 | Sum of above. |
| Equity – RSUs (grant date 10/1/2023) | $100,000 | 8,569 RSUs; grant valued at $11.67 per share; cliff-vested 9/30/2024. |
| Equity – RSUs (grant date 10/1/2024) | Not expensed in FY2024 | 10,941 RSUs; will cliff-vest 9/30/2025. |
For FY2024, no changes were made to non-employee director compensation; structure includes cash retainers and time-based RSUs with annual grant/vesting cadence.
Performance Compensation
| Element | Status | Details |
|---|---|---|
| Performance-based equity (PSUs) | Not used for directors | Director RSUs are time-based and cliff-vest; vesting accelerates on death/disability or change in control per plan terms. |
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk | Notes |
|---|---|---|
| Cigna Corp. | Low | No DLH-related party transactions disclosed; governance committees at Cigna may enhance compliance perspective; no business ties noted. |
| Express Scripts (prior) | Low | Historic service; no current ties disclosed. |
| Cerner (prior) | Low | Historic service; healthcare IT expertise beneficial, no conflicts disclosed. |
| Better Therapeutics (prior) | Low | Ended Mar 2024; no conflicts disclosed. |
Expertise & Qualifications
- Deep government/healthcare leadership experience (TRICARE PEO; battlefield medical command).
- Clinical and regulatory depth: board-certified internal medicine, medical oncology, hematology; certified Clinical Research Professional.
- Cybersecurity oversight training (CERT certificate) relevant to committee chair role.
- NACD Certified Director & Fellow; broad governance credentials.
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 131,251 | As of record date (Jan 22, 2025); less than 1%. |
| Shares held via Elder Granger Living Trust | 122,682 | Included in beneficial ownership. |
| RSUs/Restricted stock beneficially owned (as of 9/30/2024) | 117,727 | Outstanding restricted stock/RSUs beneficially owned by Granger; excludes 10/1/2024 grant. |
| New RSU grant (10/1/2024) | 10,941 | Cliff-vest on 9/30/2025; annual director grant cadence. |
| Pledging/Hedging | Prohibited | Company policy bars hedging/pledging by directors. |
| Ownership guideline compliance | Meets/on track | 5x cash retainer guideline; directors meet or are on track. |
Governance Assessment
- Committee leadership: Chair of Cyber, Technology & Biomedical Research Committee and member of Compensation Committee – roles aligned with his cybersecurity and healthcare systems expertise; active committee engagement (Cyber met 2x; Comp met 5x + 2 consents). Positive for board effectiveness.
- Independence & attendance: Independent; attended >75% of meetings; presence at annual meeting; regular executive sessions without management. Strong engagement signal.
- Pay mix & alignment: Balanced cash ($80k) plus time-based RSUs ($100k in FY2024) with annual cliff vesting; anti-hedging/pledging and stock ownership guidelines support shareholder alignment; no director meeting fees or option awards; equity accelerates only under limited circumstances.
- Conflicts/related-party: No related-party transactions involving Granger disclosed; overall related party disclosure limited to Chair’s family employment (not involving Granger). Low conflict risk.
- Shareholder signals: Prior year say-on-pay approval ~99% (for executive pay), indicating broad investor support for compensation governance; board retains annual say-on-pay cadence.
RED FLAGS: None identified specific to Elder Granger (no hedging/pledging, no related-party transactions, attendance above threshold, independent committee service).