Daren Shaw
ENSIGN GROUPAbout Daren J. Shaw
Independent director of The Ensign Group, Inc. since 2012; age 68; currently serves as Audit Committee Chair and member of the Compensation Committee. The Board affirmatively determined he is independent under Nasdaq rules, and he is designated an “audit committee financial expert.” His background includes >35 years in investment banking leadership, including Managing Director at D.A. Davidson & Co. and senior roles at Pacific Crest Securities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| D.A. Davidson & Co. | Managing Director, Investment Banking Group; Senior Management Committee and board of directors | Retired 2019 | Led public offerings, private placements, M&A as lead banker |
| Pacific Crest Securities | Managing Director; various leadership roles | 12 years | Investment banking leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Keystone Private Income Fund (registered closed‑end investment company) | Member, Board of Trustees | Not disclosed | Ongoing trustee role; fund is registered |
Board Governance
- Class II director; term ending at the 2027 Annual Meeting .
- Committee assignments: Audit Committee (Chair), Compensation Committee (Member); served on Nominating & Corporate Governance Committee until Oct 21, 2024 .
- Independence: Board determined Shaw is independent; all members of Audit, Compensation, and Nominating & Corporate Governance Committees are independent .
- Attendance/engagement: Board met 5 times in 2024; each director attended at least 75% of Board and applicable committee meetings. Audit (5), Compensation (6), Nominating (5), Quality Assurance & Compliance (4); all eight directors attended the 2024 Annual Meeting. Shaw signed the Audit Committee report .
- Governance structure: Board has a Lead Independent Director (Barry M. Smith) to coordinate independent director activities and performance evaluation .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 30,000 | Standard non‑employee director retainer |
| Audit Committee Chair retainer | 30,000 | Chair fee |
| Compensation Committee member retainer | 3,000 | Member fee |
| Nominating & Corporate Governance member retainer | 2,000 | Member fee (served until Oct 21, 2024) |
| Total fees earned (2024) | 64,667 | Cash fees reported for 2024 |
- No additional compensation beyond Board/Committee service; compensation levels benchmarked to healthcare/REIT peers; Willis Towers Watson consulted .
Performance Compensation
| Equity Grant (2024) | Shares | Grant‑Date Fair Value ($) | Vesting |
|---|---|---|---|
| 1/16/2024 (quarterly RS) | 875 | 116.65 | Vests over 3 years |
| 4/15/2024 (quarterly RS) | 875 | 118.69 | Vests over 3 years |
| 7/15/2024 (quarterly RS) | 875 | 135.18 | Vests over 3 years |
| 10/15/2024 (quarterly RS) | 600 | 149.12 | Vests over 3 years |
| 11/6/2024 (Standard Bearer REIT restricted stock) | 500 | 13.62 | Vests 20% annually over 5 years |
| Total stock awards value (2024) | — | 420,488 | Reported in director comp table |
- Directors receive automatic quarterly restricted stock under the 2022 Plan; unvested director RS becomes fully vested upon ceasing Board service unless removed for cause. Directors must maintain ownership of at least 33% of cumulative shares granted. No cash bonus, options, or performance‑based metrics disclosed for directors .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Keystone Private Income Fund | Trustee | No ENSG‑related transactions or conflicted interlocks disclosed |
Expertise & Qualifications
- Capital markets and M&A execution expertise; senior leadership across investment banks (>35 years). Supports role as Audit Chair and financial oversight .
- Audit Committee financial expert designation; committee oversees internal controls, auditor independence, cybersecurity program, non‑GAAP policy, and related person transaction approvals .
- Independence affirmed by Board; contributes to strong governance oversight .
Equity Ownership
| Metric (as of 3/20/2025) | Value |
|---|---|
| Beneficial ownership (shares) | 26,325 |
| % of shares outstanding | <1% (based on 57,626,065 shares) |
| Shares outstanding reference | 57,626,065 |
- Beneficial ownership includes Board director restricted stock treated as outstanding for directors; restricted stock is subject to vesting and transfer limitations. No pledging disclosed; company prohibits hedging by directors and insiders .
Related Party Transactions and Conflicts
- Policy: Audit Committee reviews/approves related person transactions; robust process with Chair authority for interim approvals; conflicted members recused .
- Disclosures: Since Jan 1, 2024, no transaction over $120,000 involving directors/officers/5% holders required Item 404(a) disclosure other than described compensation; policy followed with no exceptions .
- Section 16 compliance: No delinquent filings noted for directors/officers (one late Form 3 for Parkinson with no transactions) .
Say‑On‑Pay & Investor Signals
- 2024 Say‑on‑Pay support at ~97.7%; suggests strong shareholder alignment with compensation practices and governance framework .
Governance Assessment
-
Strengths:
- Independent Audit Chair with deep capital markets background; Audit Committee designated as financial experts; oversight spans controls, auditor independence, cybersecurity, and related party risk .
- High engagement: met minimum attendance thresholds; active committee work; signed Audit Committee report .
- Alignment: Ongoing equity grants with ownership maintenance requirement (33% of cumulative grants); substantial personal share ownership, albeit <1% of outstanding .
- Related‑party safeguards and no conflicts disclosed in 2024; strong policy coverage .
-
Watch items / potential red flags:
- Automatic full vesting of unvested director RS upon Board departure (except for cause) reduces retentive leverage at exit; investors often prefer pro‑rata vesting or no acceleration .
- Dual roles across committees (Audit Chair and Compensation member) concentrate influence; balance appears adequate given independent composition, but monitor for workload and oversight breadth .
- External trustee role at an investment fund: no ENSG transactions disclosed; continue monitoring for future related‑party exposure .
Overall, Shaw’s independence, financial expertise, and committee leadership underpin Board effectiveness with limited conflict risk disclosed; equity ownership and policy frameworks support investor confidence, with acceleration terms a modest governance caution .