Tina Brown-Stevenson
About Tina L. Brown-Stevenson
Independent director of Enhabit, Inc. (EHAB) since 2022; age 68. Former senior analytics and payer executive with UnitedHealth Group/UnitedHealthcare, Ingenix/OptumInsight, Aetna, Cigna, and Partners HealthCare; Registered Nurse. Education: B.S., University of Massachusetts Amherst; M.A., Framingham State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UnitedHealthcare (UnitedHealth Group) | SVP, Health System Analytics & Decision Support | 2012–2019 | Led data-driven decision support across payer/provider networks |
| Ingenix (now OptumInsight, UHG) | Chief Data & Analytics Officer; EVP, Healthcare Innovation & Information Group | 2008–2012 | Built advanced analytics capability; product and innovation leadership |
| Aetna | President, Aetna Informatics | 2001–2008 | Oversaw payer analytics; product validation and network strategy |
| Cigna | VP, Medical Economics | 2000–2001 | Analytics on cost/quality across payer models |
| Partners HealthCare (Mass General Brigham) | VP, Health System Development | 1995–2000 | System development; operational improvement; RN background informs care quality |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SullivanCotter Healthcare Consultants | Director | Since 2024 | Independent comp/total rewards advisor to healthcare firms |
| Kyruus Health (SaaS) | Director | Since 2021 | Provider search and scheduling solutions |
| Connecticut Children’s Medical Center | Director & Corporate Secretary | Since 2015 | Pediatric health system governance |
| Public company boards | — | — | None currently |
Board Governance
- Committee assignments: Chair, Care, Compliance & Cybersecurity; Member, Nominating & Corporate Governance .
- Independence: Board determined all non-employee nominees (including Brown-Stevenson) are independent under NYSE and EHAB guidelines .
- Attendance & engagement: Board met 20 times in 2024; Care, Compliance & Cybersecurity met 5; Nominating & Corporate Governance met 7. All directors attended >90% of Board and >90% of committee meetings .
- Board structure: Independent, non‑executive Chair (Jeffrey Bolton); executive sessions generally at each Board meeting .
- Tenure on EHAB board: Since 2022; chairs CCC since July 25, 2024 as part of board refresh .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non‑employee director retainer |
| Committee chair fee (CCC) | $15,000 | Prorated for chair changes during 2024 |
| 2024 cash fees actually paid | $84,777 | Reflects retainer plus prorated chair fees |
| 2024 RSU grant (vests upon grant; settles on board exit) | $150,008 | Annual equity grant per director |
| Total 2024 compensation | $234,785 | Cash + stock award |
| 2025 expected RSU (per director) | $150,000 | Target grant value anticipated for non‑employee directors |
| Non‑employee director annual compensation cap | $750,000 | Plan limit (cash + equity grant date value) |
| Director Deferred Compensation Plan | Available (since Oct 2024) | Option to take fees in stock/DSUs; quarterly elections; DSU recipients listed do not include Brown-Stevenson |
Performance Compensation
Directors do not receive performance‑based pay. Annual director RSUs vest on grant and settle upon board departure; no options or PSUs are part of director compensation, and no performance metrics apply to director awards .
| Director Performance Metrics | Applicable? | Source |
|---|---|---|
| Adjusted EBITDA, Revenue, Quality, People | No (director pay) | Director awards are time‑based RSUs only |
Other Directorships & Interlocks
- Current public company directorships: None .
- Private/healthcare boards: SullivanCotter; Kyruus Health; Connecticut Children’s (roles above) .
- Related‑party screening: EHAB reported no related party transactions since start of last fiscal year; Nominating & Corporate Governance Committee reviews/approves any such matters per policy .
- Interlocks: None disclosed with EHAB competitors/suppliers/customers; no reportable conflicts .
Expertise & Qualifications
- Payer industry and analytics: Senior roles at UnitedHealthcare, Aetna, Cigna; deep understanding of fee‑for‑service and value‑based models .
- Strategic planning & innovation: Led advanced analytics to validate products and design networks; data‑driven decision support at national scale .
- Compliance/risk and care quality: Oversight experience in data/privacy, evolving payer compliance; RN background contributes safety and quality risk management .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Tina L. Brown‑Stevenson | 36,925 | <1% | As of April 22, 2025 |
| Ownership guidelines (directors) | 5x annual retainer | — | Directors must reach guideline within 5 years; all directors either meet or are within grace period |
| Hedging/pledging | Prohibited | — | Short sales, derivatives, margin/pledging disallowed |
| Settlement profile | RSUs vested on grant; settle at board exit | — | Aligns with long‑term shareholding |
Governance Assessment
- Board effectiveness: Chairing the Care, Compliance & Cybersecurity Committee places Brown‑Stevenson at the center of regulatory compliance, patient quality, and cyber risk oversight—areas material to EHAB’s payers and operations. CCC responsibilities include maintaining compliance programs, appointing/overseeing the chief compliance officer, and cyber risk management via CIO reporting cadence .
- Independence & attendance: Independent director with strong engagement (>90% attendance) and service on two fully independent committees; supports robust oversight culture .
- Alignment & incentives: Director equity grants vest on grant but defer settlement until departure, promoting longer holding periods; stock ownership guidelines and anti‑hedging/pledging reinforce alignment and investor confidence .
- Conflicts/related parties: No related‑party transactions reported; NCG committee vets any potential issues—low conflict risk .
- Shareholder signals: 2024 say‑on‑pay approval >88% indicates supportive shareholder sentiment on compensation governance; continued investor outreach by management and board leadership further mitigates governance risk .
- Board refresh/activism context: 2024 refresh elevated Brown‑Stevenson to CCC chair; diversified skills mix and independence maintained amid activist engagement—positive for board resilience and oversight of care quality and cybersecurity .
RED FLAGS: None disclosed specific to Brown‑Stevenson. No hedging/pledging; no related‑party transactions; strong attendance; independent status validated .