Erin Hoeflinger
About Erin P. Hoeflinger
Independent director since 2022; age 59; MBA (Xavier University) and BA (Wright State University). Former senior payer executive at Anthem and Aetna with deep expertise in commercial insurance, reimbursement models, and consumer strategy; currently chairs EHAB’s Compensation & Human Capital Committee and serves on the Care, Compliance & Cybersecurity Committee. The Board has determined she is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aetna Inc. (acquired by CVS Health) | SVP, Specialty & Strategic Solutions; SVP, Strategy and Consumer Experience | 2018–2021 | Led operations redesign, digital consumer health integration, and strategic post-merger integration with CVS; focused on product bundles and growth/value creation. |
| Anthem (now Elevance Health) | SVP & President, Commercial Business (company-wide); President, Anthem BCBS of Ohio & Maine; VP Sales; VP Healthcare Mgmt & Operations; Sales & Operations Leader | 1995–2018 | Oversaw >17M members and ~$35B revenue across 14 states; managed operations, consumer experience, and reimbursement models (FFS, value-based, alternative). |
External Roles
| Organization | Role | Tenure | Type/Notes |
|---|---|---|---|
| Midmark Corporation | Director | Since 2010 | Private healthcare products manufacturer. |
| Ohio State University | Trustee | 2013–2022 | Public university governance. |
| First Financial Bancorp (NASDAQ: FFBC) | Director | 2018–2020 | Public bank holding company; prior MainSource Financial Group director 2015–2018. |
| Amedisys, Inc. | Strategic Advisory Board member | 2011 | Leading in-home healthcare provider; advisory capacity (historical). |
Board Governance
- Committee assignments: Chair, Compensation & Human Capital; Member, Care, Compliance & Cybersecurity; independent status affirmed.
- Board attendance: All directors attended >90% of Board and >90% of committee meetings in 2024; Board met 20 times, Compensation Committee 6, Care, Compliance & Cybersecurity 5.
- Board leadership: Independent, non‑executive Chair (Jeffrey Bolton); independent sessions generally held at each Board meeting.
- Committee oversight: Compensation Committee reviews pay programs, risks, succession, and uses independent consultant (Pay Governance).
- Shareholder engagement: Management (CEO, CFO) and Chair held proactive meetings with investors representing >20% of shares post‑2024 AM; feedback informed compensation, engagement, governance, and disclosure.
Fixed Compensation
| Component | Structure/Value | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid quarterly; prorated as needed. |
| Committee chair fee | $20,000 (Compensation Committee) | Chair fee levels: Audit $25k; Compensation $20k; Care, Compliance & Cyber $15k; Nominating & Gov $20k. |
| Annual director RSU grant | $150,000 grant-date value | Vests upon grant; settled in common stock upon departure from Board. |
| 2024 actual fees (Hoeflinger) | $83,598 | Reflects retainer/chair fees and DSU election timing. |
| 2024 stock awards (Hoeflinger) | $150,008 | Grant-date fair value under ASC 718. |
| 2024 total (Hoeflinger) | $233,606 | Sum of cash fees and RSU grant value. |
| DSU election (Q4 2024) | 3,336 DSUs (in lieu of cash) | Under Director Deferred Compensation Plan (adopted Oct 2024). |
Performance Compensation
- Non‑employee directors do not receive performance‑based bonuses or options; annual equity is time‑based RSUs (vest at grant, settle upon Board departure).
- Non‑employee director annual compensation cap: $750,000 (cash + grant‑date equity value).
Other Directorships & Interlocks
| Company | Current/Prior | Potential Interlock/Conflict Considerations |
|---|---|---|
| First Financial Bancorp (NASDAQ: FFBC) | Prior (2018–2020) | No EHAB-related party transactions disclosed; financial services domain unrelated to EHAB operations. |
| MainSource Financial Group | Prior (2015–2018) | Merged with FFBC; no EHAB conflicts disclosed. |
| Amedisys, Inc. | Prior advisory role (2011) | Historical advisory role with a sector peer; no current relationship or related party transactions disclosed. |
| Midmark Corporation | Current (private) | Supplier adjacency possible in broader healthcare, but no related party transactions reported. |
Expertise & Qualifications
- Payer industry and operations: Led large commercial businesses at Anthem, overseeing >17M lives and ~$35B revenue; deep reimbursement model knowledge (FFS, value-based, alternative).
- Strategy and innovation: Drove post‑merger CVS/Aetna integration; optimized product bundles and digital consumer health; large‑scale operations redesign.
- Compliance and risk: Oversaw regulated operations and operational risk in managed care; supports Board risk oversight in care quality, cyber, and compliance contexts.
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned | 54,316 (less than 1% of class). |
| Ownership guidelines | Non‑employee directors: 5x annual retainer (5‑year period to comply). |
| Compliance status | All non‑employee directors either satisfy guidelines or are within the 5‑year grace period. |
| DSUs/deferral | Director Deferred Compensation Plan allows conversion of cash fees into stock and deferral as DSUs; Hoeflinger elected DSUs in Q4 2024 (3,336 units). |
| Hedging/pledging | Prohibited (short sales, derivatives, margin/pledging). |
Governance Assessment
- Strengths: Independent status; chairs Compensation Committee; robust compensation governance (independent consultant; no tax gross‑ups; no options repricing; double‑trigger CIC vesting; clawbacks compliant with Dodd‑Frank plus supplemental misconduct clawback).
- Pay‑for‑performance signals: Executive say‑on‑pay approved at ~88% in 2024; Compensation Committee refined 2025 SMBP (adding revenue growth and people metrics with EBITDA gating) and increased PSU rTSR weighting to 40%.
- Board effectiveness: >90% attendance; refreshed leadership in 2024 (Compensation Chair role assumed by Hoeflinger) amid activist campaign; continued addition of industry expertise.
- Conflicts/related parties: No related party transactions reported since last fiscal year; anti‑hedging/pledging policy reduces alignment risks.
- Watch items: CFO transition in Dec 2024 (new CFO appointed); ongoing activist context underscores need for sustained performance and clear disclosure.