John Agwunobi
ENSIGN GROUPAbout John O. Agwunobi
Independent director (age 60) serving since 2023; currently sits on the Audit Committee and the Quality Assurance & Compliance Committee. The Board affirms his independence under Nasdaq rules, and designates him an “audit committee financial expert.” His background spans public health leadership (Assistant Secretary of Health, HHS), large-scale healthcare retail (Walmart Health & Wellness), and public-company leadership (CEO/Chairman of Herbalife); he currently serves on bluebird bio’s board and the U.S. African Development Foundation board. As of March 20, 2025, he beneficially owns 7,325 ENSG shares (<1% of class).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Herbalife Nutrition Inc. | CEO (Mar 2020–Oct 2022); Chairman (Apr 2020–Oct 2022); previously Chief Health & Nutrition Officer; Co-President | 2016–2022 | Led product-development and science strategy; executive leadership of global nutrition business |
| Walmart (U.S.) | SVP & President, Health & Wellness | Sep 2007–Apr 2014 | Grew health & wellness business; advised on health reform position |
| U.S. Department of Health and Human Services | Assistant Secretary of Health | Dec 2005–Sep 2007 | Oversight: CDC, NIH, FDA, Surgeon General; national disease prevention/promotion |
| Shopko (Sun Capital portfolio) | Advisory Board Member (consultant) | Pre-2016 | Advised private health-related companies |
| Magellan Health, Inc. | Director | Dec 2014–Jun 2019 | Board oversight of managed healthcare services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| bluebird bio, Inc. (NASDAQ: BLUE) | Director | Since Jun 2017 | Governance oversight in biotech gene therapies |
| U.S. African Development Foundation | Board Member | Since 2008 | Public-sector development mission |
Board Governance
- Independence: The Board affirmatively determined Agwunobi is independent under Nasdaq rules; Audit, Compensation, and Nominating committees comprise independent directors.
- Committee assignments: Audit Committee (member); Quality Assurance & Compliance Committee (member). Audit met 5 times in 2024; Quality met 4 times in 2024.
- Financial expert: Board designated all Audit Committee members, including Agwunobi, as “audit committee financial experts.”
- Attendance: Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings; all eight directors attended the 2024 Annual Meeting.
- Board structure: Lead Independent Director in place (Barry M. Smith); independent directors meet frequently in executive session.
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board retainer (non-employee directors) | 30,000 | Standard cash retainer |
| Audit Committee member retainer | 10,000 | Member fee (chair is $30,000) |
| Quality Assurance & Compliance Committee member retainer | 6,000 | Member fee (chair is $30,000) |
| Total cash fees earned (2024) | 46,000 | Matches disclosed director compensation |
| 2024 Director Compensation Summary | Fees Earned ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| John O. Agwunobi | 46,000 | 420,488 | — | 466,488 |
Performance Compensation
| Equity Grants (2024) | Jan 16, 2024 | Apr 15, 2024 | Jul 15, 2024 | Oct 15, 2024 | Nov 6, 2024 (Standard Bearer REIT) |
|---|---|---|---|---|---|
| Restricted Stock – Shares | 875 | 875 | 875 | 600 | 500 |
| Fair Value per share ($) | 116.65 | 118.69 | 135.18 | 149.12 | 13.62 |
| Vesting schedule | 3-year, begins first anniversary | 3-year, begins first anniversary | 3-year, begins first anniversary | 3-year, begins first anniversary | 5-year, 20% annually |
| Compensation Structure & Metrics | Details |
|---|---|
| Director equity program | Automatic quarterly restricted stock grants; 3-year time-based vesting; directors must maintain ≥33% of cumulative shares granted |
| Repricing prohibition | Options/SARs cannot be repriced or replaced with lower exercise price without stockholder approval |
| Clawback/recoupment | Awards subject to Dodd-Frank and Company clawback/recoupment policies under the omnibus plan |
| Hedging policy | Directors, officers, insider employees prohibited from hedging/monetization transactions (e.g., collars, swaps) |
Note: ENSG does not disclose performance metrics tied to director compensation; non-employee director equity is time-vested and not contingent on performance goals.
Other Directorships & Interlocks
- Current public company directorships: bluebird bio (since 2017).
- Prior public company board: Magellan Health (2014–2019). ENSG director Barry M. Smith is former Magellan Chairman/CEO (2013–2019), indicating a historical network tie but no current interlock.
- Non-profit/government board: U.S. African Development Foundation (since 2008).
Expertise & Qualifications
- Public health and regulatory oversight (HHS Assistant Secretary of Health) with responsibility over major agencies (CDC, NIH, FDA).
- Operational leadership in large-scale healthcare retail (Walmart).
- Public-company leadership and product/science strategy (Herbalife).
- Financial literacy and audit oversight; designated audit committee financial expert.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As of |
|---|---|---|---|
| John O. Agwunobi | 7,325 | * (<1%) | March 20, 2025 |
- Company shares outstanding: 57,626,065 (for % calc base).
- Accelerated vesting: Unvested director restricted stock becomes fully vested upon ceasing Board service unless removed for cause (alignment/retention consideration).
- Pledging/hedging: Awards cannot be pledged/encumbered under plan; hedging prohibited for directors.
Governance Assessment
-
Strengths
- Independence affirmed; service on Audit and Quality committees supports robust oversight of financial integrity, compliance, and clinical quality.
- Audit committee financial expert designation enhances financial reporting and cybersecurity risk oversight; Audit met 5x in 2024.
- Attendance thresholds met; full director attendance at 2024 Annual Meeting signals engagement; Board met 5x in 2024.
- Director pay mix: modest cash fees ($46k) with equity grants fosters alignment; automatic grant program with ownership minimum (≥33% of cumulative grants).
-
Watch items / potential risks
- Prior Herbalife CEO/Chairman role may present reputational sensitivity for some investors, though no related-party transactions are disclosed.
- Accelerated vesting of director restricted stock upon board departure can weaken retention incentives and dilute at-risk alignment in a transition scenario.
- Historical network tie to Magellan via prior board service; ENSG’s Lead Independent Director is former Magellan CEO—no current interlock but noteworthy for information flow.
-
Related-party transactions and conflicts
- ENSG’s Related Person Transaction Policy requires Audit Committee review/approval; no Agwunobi-related transactions disclosed.
-
Shareholder signals
- Say-on-Pay received ~97.7% support at 2024 Annual Meeting, indicating strong investor confidence in compensation governance.
Board Governance Details
| Item | Data |
|---|---|
| Committees | Audit (member); Quality Assurance & Compliance (member) |
| Audit Committee scope | Financial reporting integrity; internal controls; related-party approvals; auditor oversight; cybersecurity |
| Quality Committee scope | Compliance program oversight; training; audits; OIG-conformant written program |
| Independence | Board majority independent; Agwunobi independent; all Governance/Comp/Audit members independent |
| Meetings (2024) | Board: 5; Audit: 5; Quality: 4; Nominating: 5; Compensation: 6 |
Director Compensation Detail (2024)
| Metric | Amount ($) |
|---|---|
| Fees Earned | 46,000 |
| Stock Awards (ASC 718 fair value) | 420,488 |
| Total | 466,488 |
| Quarterly Restricted Stock Grants (ENSG) | Jan 16, 2024 | Apr 15, 2024 | Jul 15, 2024 | Oct 15, 2024 |
|---|---|---|---|---|
| Shares per grant | 875 | 875 | 875 | 600 |
| Fair value per share ($) | 116.65 | 118.69 | 135.18 | 149.12 |
| Vesting | 3-year, time-based | 3-year, time-based | 3-year, time-based | 3-year, time-based |
| Standard Bearer Healthcare REIT Equity (Subsidiary) | Grant Date | Shares | Fair Value per share ($) | Vesting |
|---|---|---|---|---|
| Restricted Stock | Nov 6, 2024 | 500 | 13.62 | 5-year, 20% annually |
Equity Ownership & Alignment Policies
- Ownership guideline: Directors receiving stock grants must maintain at least 33% of cumulative shares granted.
- Insider trading and hedging: Prohibition on hedging/monetization transactions for directors and insiders.
- Plan-level restrictions: Awards cannot be pledged or encumbered; no option/SAR repricing without stockholder approval; awards subject to recoupment/clawback.
Governance Summary
- Agwunobi’s public health and healthcare operating background complements ENSG’s clinical and compliance focus; his Audit and Quality committee roles, plus “financial expert” status, support board effectiveness in risk, reporting, and quality oversight.
- Pay structure shows balanced cash/equity with clear vesting and robust policies (ownership minimum, hedging ban, clawback, no repricing), indicating alignment with shareholder-friendly governance.
- No Agwunobi-related party transactions disclosed; independence affirmed. Historical ties (Magellan) exist among directors but no current interlocks; monitor for information flow rather than conflicts.