Barry Smith
ENSIGN GROUPAbout Barry Smith
Barry M. Smith, age 71, is Lead Independent Director of The Ensign Group (ENSG) and has served on the Board since 2014; he chairs the Nominating & Corporate Governance Committee and is a member of the Compensation Committee . The Board has affirmatively determined he is independent under Nasdaq rules . His background includes serving as Chairman & CEO of Magellan Health (2013–2019), founding and leading VistaCare (1996–2002; Chairman 2003), and prior leadership at Value Rx and PCS Health Systems, bringing extensive healthcare services and PBM operating expertise . The Board met five times in 2024 and each director attended at least 75% of Board/Committee meetings; all eight directors attended the 2024 Annual Meeting, indicating strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magellan Health, Inc. | Chairman & CEO | 2013–2019 | Led nation’s largest behavioral health services provider; strategic, operational oversight |
| VistaCare, Inc. | Founder; Chairman, President & CEO | 1996–2002; Chairman in 2003 | Built national hospice provider; growth and governance leadership |
| Value Rx, Inc. | Chairman & CEO | 1990–1995 | Led major PBM; operations and strategy |
| PCS Health Systems | Vice President of Operations | Prior to Value Rx period | PBM operations experience |
External Roles
| Company/Institution | Role | Status |
|---|---|---|
| Public company directorships (other than ENSG) | — | None disclosed in 2025 proxy |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation; previously served on Quality Assurance & Compliance through October 21, 2024 .
- Independence: Board affirmed Smith’s independence under Nasdaq Listing Rules; all members of Nominating & Corporate Governance and Compensation Committees are independent .
- Lead Independent Director role: Coordinates independent directors, liaises with management, evaluates Board/Committee effectiveness, and communicates with stockholders .
- Attendance and engagement: Board met 5x in 2024; each director attended at least 75% of Board/Committee meetings; all eight directors attended the 2024 Annual Meeting .
- Committee cadence: Nominating & Corporate Governance met 5x; Compensation 6x; QA&C 4x; Audit 5x in 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $30,000 | Standard Board retainer |
| Audit Committee – Chair retainer | $30,000 | Committee chair fee |
| Audit Committee – Member retainer | $10,000 | Committee member fee |
| Quality Assurance & Compliance – Chair retainer | $30,000 | Committee chair fee |
| Quality Assurance & Compliance – Member retainer | $6,000 | Committee member fee |
| Nominating & Corporate Governance – Chair retainer | $12,000 | Committee chair fee |
| Nominating & Corporate Governance – Member retainer | $2,000 | Committee member fee |
| Compensation Committee – Chair retainer | $15,000 | Committee chair fee |
| Compensation Committee – Member retainer | $3,000 | Committee member fee |
| Meeting fees | None | “We do not compensate… other than for their service on our Board or Board Committees.” |
| Director | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Barry M. Smith | $50,000 | $420,488 | $470,488 |
Performance Compensation
| Grant Type | Grant Date | Shares Granted | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| ENSG Restricted Stock (quarterly) | 1/16/2024 | 875 | 116.65 per share | 3-year, begins 1st anniversary |
| ENSG Restricted Stock (quarterly) | 4/15/2024 | 875 | 118.69 per share | 3-year, begins 1st anniversary |
| ENSG Restricted Stock (quarterly) | 7/15/2024 | 875 | 135.18 per share | 3-year, begins 1st anniversary |
| ENSG Restricted Stock (quarterly) | 10/15/2024 | 600 | 149.12 per share | 3-year, begins 1st anniversary |
| Standard Bearer REIT Restricted Stock | 11/6/2024 | 500 | 13.62 per share | 5-year, 20% per year |
| Performance Metric | Description | Tied to Director Pay? |
|---|---|---|
| Financial/operational metrics | Revenue growth, EBITDA, TSR, ESG goals | Not disclosed for director compensation (time‑based equity grants only) |
Notes:
- ENSG’s Automatic Stock Grant Program: quarterly grants to non‑employee directors; vest over three years; unvested grants vest in full upon ceasing Board service unless removed for cause; directors must maintain ownership of ≥33% of cumulative shares granted .
- Standard Bearer (subsidiary REIT) director awards: 5-year vesting; quarterly third‑party valuations; limited liquidity via put window; hedging prohibited; 2024 Board grants included $6,810 to Smith .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| None disclosed (current public company boards) | — | No current external public boards disclosed in proxy |
Context:
- Historical ties in Board composition include prior Magellan Health leadership (Smith) and a former Magellan director (Abbott, through January 2022), but no current interlocks or related‑party transactions are disclosed .
Expertise & Qualifications
- Proven healthcare services operator and strategist with CEO/Chair experience across Magellan Health, VistaCare and major PBMs (Value Rx, PCS), bringing industry, governance, and operational rigor .
- Serves as Lead Independent Director with responsibilities for independent director coordination, performance evaluation, and shareholder communication—supportive of board effectiveness .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Barry M. Smith | 30,052 | <1% (“*”) |
- Ownership guideline: directors must maintain ≥33% of cumulative ENSG shares granted to them .
- Hedging: prohibited for directors and insider employees under Insider Trading Policy; pledging not disclosed .
- Section 16(a): Company reports no delinquencies for Smith in 2024; one late Form 3 only for Parkinson upon appointment (no transactions) .
Governance Assessment
-
Strengths:
- Lead Independent Director with clear mandate; chairs Nominating & Governance (core to composition, succession, ESG oversight) and sits on Compensation Committee, enhancing checks and balances .
- Independence affirmed; robust committee cadence; executive sessions practiced; strong attendance, signaling engagement .
- Director equity plus 33% ownership guideline fosters alignment; hedging prohibition supports long‑term orientation .
- No related‑party transactions >$120,000 since January 1, 2024, reducing conflict risk .
- Shareholder support: Say‑on‑Pay received ~97.7% approval in 2024, indicating investor confidence in governance and pay programs .
-
Watch items / potential conflicts:
- Historical industry ties (Magellan, PBMs) are adjacent to ENSG’s sector but no current interlocks or related‑party dealings disclosed; continue monitoring for evolving relationships or engagements .
- Standard Bearer REIT awards introduce subsidiary equity dynamics; governance mitigants include independent valuations, defined put windows, and holding requirements .
-
Director compensation benchmarking:
- Cash retainers and equity grants are informed by peer reviews and Willis Towers Watson; peer companies include National Healthcare, Amedisys, Encompass, LTC Properties, Omega Healthcare, Welltower, Select Medical, CareTrust REIT, PACS Group, and National Health Investors .
Overall, Barry M. Smith’s profile—Lead Independent role, independent status, committee leadership, and seasoned healthcare services experience—supports board effectiveness and investor confidence, with low conflict signals and strong engagement metrics .