Jeffrey Bolton
About Jeffrey W. Bolton
Independent Chairperson of the Board at Enhabit, Inc. (EHAB); age 69; director since 2022. Former Chief Administrative Officer and Vice President of Administration (2013–2021) and CFO (2002–2013) at Mayo Clinic; previously CFO at Carnegie Mellon University (1998–2002) and held planning/finance roles at the University of Pittsburgh (1981–1984). Education: B.A. (Penn State), M.B.A. and M.S.W. (University of Pittsburgh). Assumed non‑executive Chair role in July 2024 as part of board refresh .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mayo Clinic | Chief Administrative Officer & VP Administration | 2013–2021 | Oversaw shared services (finance, payer relations, IT, facilities, talent, marketing); led digital health and international expansion . |
| Mayo Clinic | Chief Financial Officer | 2002–2013 | Guided organization through 2008 recession; best annual financial performance during tenure . |
| Carnegie Mellon University | Chief Financial Officer | 1998–2002 | Strategic planning, educational/research/economic development initiatives . |
| University of Pittsburgh | Planning/Financial Roles | 1981–1984 | Financial planning and analysis contributions . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alerus (NASDAQ: ALRS) | Director | Since 2024 | Joined following acquisition of HMN Financial, where Bolton was director since 2022 . |
| Resoundant, Inc. | Chairman | Since 2013 | Medical technology company . |
| Mayo Collaborative Services, Inc. | Director | Since 2022 | Diagnostic laboratory serving domestic/international health systems . |
| Vizient | Director | 2010–2021 | Largest member‑owned healthcare company in the U.S. . |
Board Governance
- Roles and independence: Independent, non‑executive Chairperson of the Board; Board composed entirely of independent directors except the CEO; Bolton is a member of Audit & Finance and Nominating & Corporate Governance committees .
- Committee assignments (current): Audit & Finance (member); Nominating & Corporate Governance (member) .
- Attendance and engagement: Board met 20 times in 2024; Audit & Finance 10; Compensation & Human Capital 6; Care, Compliance & Cybersecurity 5; Nominating & Corporate Governance 7. All directors attended more than 90% of Board and committee meetings .
- Executive sessions: The non‑executive chair presides over independent sessions generally held at each Board meeting .
Fixed Compensation
| Item | 2024 |
|---|---|
| Annual base cash retainer (non‑employee directors) | $75,000 . |
| Chairperson of the Board fee | $75,000 (prorated upon change) . |
| Committee chair fees | Audit & Finance $25,000; Compensation & Human Capital $20,000; Care, Compliance & Cybersecurity $15,000; Nominating & Corporate Governance $20,000 (prorated upon change) . |
| Bolton – Fees earned/paid in cash | $111,792 . |
| Non‑employee director compensation limit | $750,000 aggregate value per calendar year under 2025 Plan . |
Notes:
- Directors may elect to receive common stock in lieu of cash retainers and defer into DSUs under the Director Deferred Compensation Plan (adopted October 2024); Bolton received 5,267 DSUs in lieu of Q4 2024 cash compensation .
Performance Compensation
| Award Type | Grant Value | Vesting | Settlement | Grant Mechanics |
|---|---|---|---|---|
| Annual RSU grant (non‑employee directors) | $150,000 target | Vests upon grant | Settled in shares following departure from Board | Granted upon election at Annual Meeting; RSUs calculated by dividing target value by closing price on grant date . |
| Bolton – Stock awards (RSUs) 2024 | $150,008 | Vested upon grant | Deferred settlement at departure | As above . |
Program design signals:
- No performance metrics are tied to director RSU awards; RSUs are service‑based with immediate vest and deferred delivery .
- Company policies include “double‑trigger” vesting for equity upon change in control and Dodd‑Frank compliant clawback (supplemental policy permits recoupment for certain misconduct) .
Other Directorships & Interlocks
| Company/Entity | Relationship to EHAB | Potential Interlock/Conflict |
|---|---|---|
| Alerus (ALRS), Resoundant, Mayo Collaborative Services, Vizient | External boards only | The Company reports no related‑party transactions with directors or related parties since the beginning of the last fiscal year; transactions are screened by Nominating & Corporate Governance under the Related Party Transactions Policy . |
Expertise & Qualifications
- Finance/Accounting, strategic planning/innovation, operations in integrated health systems, payer experience, public company governance, compliance/risk management – reflected in the Board’s skill matrix and Bolton’s biography .
Equity Ownership
| Metric | Value |
|---|---|
| Shares of EHAB beneficially owned (Bolton) | 107,622; less than 1% of class (50,637,417 shares outstanding as of 4/22/2025) . |
| Director stock ownership guidelines | Non‑employee directors: 5× annual retainer; five‑year grace period to comply; qualifying holdings include outright shares, vested shares in retirement/deferred accounts, and service‑based restricted shares/RSUs/DSUs; options and performance‑condition PSUs excluded . |
| Hedging/Pledging | Prohibited for officers and directors per Company best practices . |
| Deferred compensation elections | Bolton elected 5,267 DSUs in Q4 2024 in lieu of cash retainer . |
Governance Assessment
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Strengths supporting investor confidence:
- Independent, non‑executive Chair; all standing committees fully independent; robust attendance (>90%) and active board schedule .
- Clear director pay structure (cash + RSUs with deferred settlement), DSU program enabling additional equity alignment; ownership guidelines (5× retainer) and anti‑hedging/pledging policy reinforce alignment .
- No related‑party transactions reported; N&CG screens potential conflicts; compensation committee uses independent consultant (Pay Governance) .
- Company‑wide compensation governance: clawback policy; no tax gross‑ups for change‑in‑control; no single‑trigger vesting; no option repricing .
- Say‑on‑pay received over 88% approval in 2024, indicating supportive shareholder sentiment on pay design .
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Watch items:
- Board refresh dynamic and prior activist engagement (AREX Capital) brought new directors in 2024; continued monitoring of board cohesion and strategy oversight is prudent .
- Multiple external roles (Alerus, Resoundant, Mayo Collaborative Services) appear non‑overlapping with EHAB’s operations; Company reports no related‑party transactions, but ongoing oversight of potential adjacency risks remains appropriate .
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RED FLAGS: None disclosed for Bolton (no related‑party transactions, no hedging/pledging, high attendance; director comp within stated limits) .