Stuart McGuigan
About Stuart M. McGuigan
Independent director at Enhabit (EHAB) since 2023; currently age 66. He is a veteran CIO with 30+ years leading large-scale technology, cybersecurity, and data programs across healthcare, insurance, and government. Education: B.A. (Fairfield University), M.S. and M.Phil. (Yale University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of State | Chief Information Officer | 2019–2021 | Led global information security governance, oversaw ~$2.4B technology programs and founded the IT Executive Council . |
| Johnson & Johnson | Chief Information Officer | 2012–2019 | Ran global IT strategy/operations across ~170 sites; enterprise digital health strategy deployment . |
| CVS Caremark (CVS Health) | CIO | 2008–2012 | Enterprise applications, claims processing, information management . |
| Liberty Mutual Insurance Group | SVP & CIO | 2004–2008 | Enterprise technology leadership across insurance operations . |
| Medco Health Solutions / Merck Medco | VP/SVP (various IT roles) | 1993–2004 | Information services, strategy & development, process engineering, information management . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fresenius Medical Care (NYSE: FMS) | Interim Global CIO | Since 2023 | Multinational dialysis clinic/device co.; global cyber/IT oversight . |
| American Water Works (NYSE: AWK) | Director | Since 2024 | Public utility board service . |
| Aster Insights (formerly M2GEN) | Director | Since 2021 | Oncology data/solutions company . |
| Posit PBC (formerly RStudio) | Director | 2021–2024 | Open-source data science firm . |
| Univ. of Maryland, Smith School of Business | Advisory Board Member | Since 2021 | Academic advisory role . |
| McKinsey & Co. | Senior Advisor | 2021–2023 | Advised CEOs/CIOs on digital/AI programs . |
Board Governance
- Committee memberships: Compensation & Human Capital (member) and Care, Compliance & Cybersecurity (member) .
- Independence: Board determined all non-employee nominees, including McGuigan, are independent under NYSE standards; all standing committees fully independent .
- Attendance: All directors attended >90% of Board and committee meetings in 2024; meeting counts—Board: 20; Audit: 10; Compensation: 6; Care/Compliance/Cybersecurity: 5; Nominating & Governance: 7 .
- Tenure on EHAB board: Independent director since 2023; re-elected at 2024 annual meeting (prelim. results) .
Fixed Compensation
| Year | Cash Fees ($) | RSU Grant ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 74,918 | 150,008 | 224,926 | Elected 2,633 DSUs in lieu of Q4 cash (Director Deferred Compensation Plan, adopted Oct-2024) . |
Program parameters (non-employee directors):
- Annual cash retainer: $75,000; chair fees—Board Chair $75,000; Audit Chair $25,000; Compensation Chair $20,000; Care/Compliance/Cyber Chair $15,000; Nominating Chair $20,000 (paid/prorated quarterly) .
- Annual RSU grant: $150,000; vests upon grant; shares settle after departure from the Board .
- Director Deferred Compensation Plan: permits stock in lieu of cash and deferral into DSUs .
- Non-employee director annual compensation cap: $750,000 (cash+equity, grant-date basis) .
Performance Compensation
| Component | Metrics | Weighting/Targets | Payout Treatment |
|---|---|---|---|
| Director Equity Awards | None (time-based RSUs; immediate vest) | N/A | Settled in shares after Board service ends . |
Directors do not receive performance-based equity at EHAB; RSUs are service- and time-based with immediate vesting and deferred settlement .
Other Directorships & Interlocks
| Company | Role | Since | Potential Interlock/Conflict Notes |
|---|---|---|---|
| American Water Works (NYSE: AWK) | Director | 2024 | No EHAB-related related-party transactions disclosed; independence affirmed . |
| Fresenius Medical Care (NYSE: FMS) | Interim Global CIO | 2023 | No EHAB-related related-party transactions disclosed; independence affirmed . |
- Related-party transactions: EHAB reports none requiring disclosure since the prior fiscal year; all are reviewed under a formal Related Party Transactions Policy .
- Board guideline: no director serves on >3 outside public boards; Board reported compliance .
Expertise & Qualifications
- Technology/cybersecurity: AI, cloud, scalable analytics, and cybersecurity risk governance across J&J, CVS Caremark, Liberty Mutual, and U.S. Dept. of State .
- Strategic planning and digital transformation: enterprise digital health strategies; machine learning to improve care delivery and reliability; cost reduction and capacity expansion .
- Health services operations: extensive experience in healthcare IT and payer/provider ecosystems .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficially owned shares | 51,549 . |
| Ownership as % of outstanding | ~0.102% (51,549 / 50,637,417) . |
| DSUs election (Q4 2024) | 2,633 DSUs in lieu of cash fees . |
| Hedging/pledging | Prohibited for directors (no margins/pledges; no derivatives) . |
| Stock ownership guidelines | 5x annual retainer for non-employee directors; directors have 5 years to comply; Board reports current satisfaction or grace-period status . |
Governance Assessment
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Strengths:
- Independent director with deep technology and cybersecurity expertise serving on the Care, Compliance & Cybersecurity and Compensation committees—aligned with EHAB’s operational and cyber risk oversight needs .
- Strong attendance (>90%) and active committee structure; Board and committees met frequently in 2024, indicating high engagement during a period of board refresh and activist contest .
- Pay-for-service alignment: director compensation balanced between cash and equity with immediate vest RSUs and optional DSU deferral; ownership guidelines (5x retainer) and anti-hedging/pledging policy support alignment .
- No related-party transactions reported; independence affirmed annually under NYSE standards .
-
Watch items / potential risks:
- Significant concurrent commitments (Interim Global CIO at FMS and board service at AWK); time management risk should be monitored, though Board policy limits outside boards and independence was affirmed .
- While director equity is time-based (not performance-linked), EHAB sets a cap on non-employee director compensation and uses deferred settlement to strengthen long-term alignment .
Overall signal: McGuigan exhibits high board effectiveness in cyber/IT oversight, strong attendance and independence, with no disclosed conflicts or related-party exposures. Compensation structure and ownership policies reinforce alignment with shareholders .