Mark Ohlendorf
About Mark W. Ohlendorf
Mark W. Ohlendorf (age 65) is an independent director of Enhabit, Inc. (EHAB) since 2024, serving on the Audit & Finance Committee and the Compensation & Human Capital Committee. He is a former President and Chief Financial Officer of Brookdale Senior Living and previously CFO of VITAS Healthcare, bringing deep senior-care operations and finance expertise to the board. He joined the EHAB board following the July 25, 2024 Annual Meeting; notably, he was the only dissident nominee elected during the 2024 proxy contest, and has since been nominated for re‑election in 2025. Education: B.A., Illinois Wesleyan University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brookdale Senior Living (NYSE: BKD) | President & CFO; Co‑President & CFO; Co‑President | 2015–2016; 2006–2013; 2005–2006 | Led restructurings; capital markets, reporting, controls |
| Alterra Healthcare Corporation | Leading Executive; President & CEO | 2003–2005 | Executive leadership in assisted living operations |
| VITAS Healthcare Corporation | VP & Chief Financial Officer | 1990–1997 | Hospice finance, capital structure, M&A experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Argentum (Assisted Living Federation of America) | Director; Chairman | 2003–2016; Chair 2011–2013 | Industry advocacy and best practices in senior living |
| Illinois Wesleyan University | Trustee | 2014–2023 | Audit, Investment, Farm Management, Academic Affairs committees |
| Current Public Company Boards | None | — | — |
Board Governance
- Committee assignments: Audit & Finance; Compensation & Human Capital (member; not a chair) .
- Independence: The board has determined all non‑employee nominees, including Ohlendorf, are independent under NYSE and EHAB guidelines .
- Attendance: In 2024, the board met 20 times; committees met 10 (Audit & Finance), 6 (Compensation), 5 (Care, Compliance & Cybersecurity), 7 (Nominating & Corporate Governance). All directors attended more than 90% of board meetings and 90% of all committee meetings .
- Board leadership: Independent, non‑executive chair; executive sessions generally at each board meeting .
- Compensation committee governance: Uses independent consultant (Pay Governance); no interlocks or insider participation .
Fixed Compensation
| Component | 2024 Actual | 2025 Program (Expected) |
|---|---|---|
| Annual base cash retainer | $32,527 (prorated from $75,000 due to July 25, 2024 start) | $75,000 annual retainer |
| Committee chair fees | None (not a chair) | If chair: $25,000 (Audit), $20,000 (Compensation), $15,000 (Care, Compliance & Cybersecurity), $20,000 (Nominating) |
| Director Deferred Compensation Plan (DSUs) | 2,633 DSUs elected in lieu of Q4 2024 cash compensation | Plan available; directors may elect stock in lieu of cash and defer into DSUs |
Performance Compensation
| Award | 2024 Grant | 2025 Program (Expected) | Vesting/Settlement | Performance Metrics |
|---|---|---|---|---|
| Annual RSU grant (non‑employee directors) | $150,008 grant date fair value | $150,000 per director (estimate; nine directors) | Vests upon grant; settled in shares after director departs from board | Not applicable for directors; RSUs are time‑based (vest on grant) |
The 2025 Equity & Incentive Compensation Plan includes a non‑employee director compensation limit of $750,000 per calendar year (cash plus equity at grant date FV) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Private/non‑profit boards | Argentum (Director; Chairman 2011–2013); Illinois Wesleyan University (Trustee 2014–2023) |
| Interlocks/potential conflicts | No related party transactions reportable since the beginning of last fiscal year; board annually reviews independence and related party matters |
Expertise & Qualifications
- Finance/Accounting: Extensive CFO experience; capital markets, audit, reporting, controls .
- Industry/Operations: Three decades in senior living, hospice, skilled nursing; deep human capital understanding in healthcare services .
- Strategic Planning & Innovation: Led restructurings and asset repositioning across senior‑care continuum .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 21,950 shares |
| Shares outstanding (reference) | 50,637,417 (as of Apr 29, 2025) |
| Ownership % of outstanding | ~0.04% (21,950 ÷ 50,637,417) |
| DSUs (deferred in lieu of cash) | 2,633 DSUs (Q4 2024 election) |
| RSUs (2024 director grant) | $150,008 grant date fair value; vests on grant; settlement upon departure (share count based on closing price on grant date) |
| Ownership guidelines | Non‑employee directors: 5× annual retainer; five‑year compliance window. Directors either meet guidelines or are within the window; expected to comply within five years |
| Hedging/pledging policy | Company policy prohibits hedging and pledging of Company stock; robust stock ownership requirements apply to officers and directors |
Governance Assessment
- Board effectiveness: Ohlendorf strengthens audit and compensation oversight with sector‑specific finance expertise; independence affirmed; high attendance supports engagement credibility .
- Alignment: He elected DSUs in lieu of cash for Q4 2024, indicating willingness to take equity exposure; annual RSUs vest immediately but settle only after board departure, promoting longer‑term alignment .
- Compensation structure: Non‑employee director pay is modest and primarily equity‑based ($150k RSUs plus $75k cash retainer), with an annual cap under the 2025 plan; no performance metrics tied to director awards, reducing gaming risk but also limiting pay‑for‑performance elements at the board level .
- Conflicts/related‑party exposure: None reported since last fiscal year; annual independence and related‑party reviews performed by the board and Nominating & Corporate Governance Committee .
- RED FLAGS: None evident. Policies prohibit hedging/pledging and option repricing; all standing committees fully independent; no director serves on more than three outside public boards .
- Additional context: His 2024 election as the sole dissident nominee reflects investor activism and may signal demand for enhanced performance oversight; subsequent committee appointments suggest integration into core governance functions .
Overall signal: Independent, high‑engagement director with material senior‑care and finance expertise; equity‑aligned via RSU/DSU programs; no identified conflicts or attendance issues. Governance practices (ownership guidelines, clawback policies, no hedging/pledging, independent committees) support investor confidence .