Mark Parkinson
ENSIGN GROUPAbout Mark V. Parkinson
Mark V. Parkinson (age 67) is an independent Class II director of The Ensign Group, Inc., appointed on October 21, 2024 and nominated for election through the 2027 Annual Meeting, with the Board anticipating a subsequent three-year Class II term expiring in 2030 . He serves on the Quality Assurance & Compliance and the Nominating & Corporate Governance Committees, and the Board has affirmatively determined he is independent under Nasdaq rules . Parkinson is currently Principal at AHCA/NCAL, previously serving as President & CEO (2011–2024); he was the 45th Governor of Kansas (2009–2011) and 47th Lieutenant Governor (2007–2009), and owned/operated nursing and senior living facilities (1996–2006). He holds a B.A. from Wichita State University and a J.D. from the University of Kansas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AHCA/NCAL | President & CEO | 2011–2024 | Led policy solutions emphasizing quality care; maintained largest long-term care association membership and record membership |
| State of Kansas | 45th Governor | 2009–2011 | Executive leadership of state government |
| State of Kansas | 47th Lieutenant Governor | 2007–2009 | Executive leadership; public policy |
| Private Nursing/Senior Living | Builder/Owner/Operator | 1996–2006 | Owned and operated nursing home and senior living facilities in KS and MO |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| AHCA/NCAL | Principal | Current | Represents >14,000 nursing homes, assisted living, and intermediate care facilities; succeeded presidency after 14-year tenure |
Board Governance
- Independence: Board affirmatively determined Parkinson is independent under Nasdaq rules .
- Board attendance: In 2024 the Board met 5 times; each director attended at least 75% of Board and applicable committee meetings during their term .
- Lead Independent Director: Barry M. Smith; separate Executive Chairman role held by co-founder Christopher R. Christensen .
- Committee charters and governance documents available at investor.ensigngroup.net/governance .
| Committee | Role | Chair | Meetings in FY2024 | Appointment Note |
|---|---|---|---|---|
| Nominating & Corporate Governance | Member | Barry M. Smith | 5 | Appointed Oct 21, 2024 |
| Quality Assurance & Compliance | Member | Ann S. Blouin | 4 | Appointed Oct 21, 2024 |
Fixed Compensation
| Component (Policy) | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (Board) | $30,000 | Standard for non-employee directors |
| Committee retainer – Audit (Chair/Member) | $30,000 / $10,000 | Policy schedule |
| Committee retainer – Quality Assurance & Compliance (Chair/Member) | $30,000 / $6,000 | Policy schedule |
| Committee retainer – Nominating & Corporate Governance (Chair/Member) | $12,000 / $2,000 | Policy schedule |
| Committee retainer – Compensation (Chair/Member) | $15,000 / $3,000 | Policy schedule |
| Fees Earned – Parkinson (FY2024) | $6,333 | Pro-rated for service starting Oct 21, 2024 |
| All Other Compensation – Parkinson (FY2024) | $0 | No other compensation disclosed for director service |
Performance Compensation
| Grant | Date | Instrument | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|---|
| Standard Bearer Healthcare REIT restricted stock | 11/06/2024 | RS | 500 | $13.62 per share | 20% annually over five years; subject to one-year holding from end of calendar year earned |
| Ensign quarterly director RS grant | 2024 | RS | N/A | N/A | Directors receive quarterly restricted stock vesting over three years; pro-rata if less than three-year term; Parkinson’s 2024 stock awards reflect Standard Bearer only |
| Performance Metrics Tied to Director Compensation | Detail |
|---|---|
| None disclosed | Director equity is time-based (no TSR/financial metrics tied to director awards) |
Additional program details:
- Automatic Stock Grant Program: Quarterly Ensign restricted stock vests over three years; non-employee directors must maintain ownership of at least 33% of cumulative shares granted .
- Standard Bearer plan: Board/eexecutive grants require one-year holding and vest 20% annually over five years; quarterly independent valuation; put right windows for participants to sell vested shares back to Standard Bearer .
Other Directorships & Interlocks
| Entity | Type | Role | Overlap/Interlock | Potential Conflict Note |
|---|---|---|---|---|
| AHCA/NCAL | Industry association | Principal | CEO Barry R. Port is also a member of AHCA’s Board of Directors | Shared leadership within the industry association may create perceived influence channels; mitigated by ENSG independence determinations and committee oversight |
No other current public company boards for Parkinson are disclosed in the proxy biography .
Expertise & Qualifications
- Healthcare operations and policy: Led AHCA/NCAL for 14 years; deep familiarity with long-term care quality frameworks and regulatory environment .
- Government and public policy: Former Governor and Lieutenant Governor of Kansas; experience with executive oversight, policy formulation, and interagency coordination .
- Operator experience: Built/owned/operated nursing and senior living facilities (1996–2006), giving practical operational insight into skilled nursing .
- Legal education: Juris Doctor (University of Kansas); B.A. (Wichita State University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Mark V. Parkinson | 600 | <1% | Company had 57,626,065 shares outstanding as of March 20, 2025; Board beneficial ownership footnotes treat director RS as outstanding; Parkinson’s 2024 stock awards were in Standard Bearer, not Ensign common |
Hedging policy: Directors, officers, and insider employees are prohibited from hedging company securities via derivatives/structured transactions . No pledging by Parkinson is disclosed in the proxy; no related-party transactions involving him were reported for 2024 .
Governance Assessment
- Independence and committee effectiveness: Parkinson’s independence status and service on Quality Assurance & Compliance and Nominating & Corporate Governance align with ENSG’s emphasis on clinical quality, compliance culture, and board composition oversight, supporting investor confidence .
- Attendance and engagement: Board met five times in 2024, with each director meeting the ≥75% attendance threshold during their term; his late-2024 appointment limits full-year observation, but the framework indicates active participation expectations .
- Compensation alignment: Modest cash retainer and time-based equity (including Standard Bearer REIT awards) provide alignment without incentivizing excessive risk; director ownership guideline (≥33% of cumulative grants) promotes “skin-in-the-game” over time .
- Interlocks and potential conflicts: Shared AHCA leadership with ENSG’s CEO (Port) creates possible perception of influence channels; mitigants include formal independence determinations, committee oversight structures, and robust related-person transaction policies under Audit Committee review (no 2024 RPTs involving Parkinson) .
- RED FLAGS: One late Form 3 at appointment (no transactions reported) is a minor filing lapse; no hedging allowed and no pledging disclosed; no related-party transactions involving Parkinson reported .
Director Compensation (Program and Actual Summary)
| Item | FY2024 Parkinson | Program Reference |
|---|---|---|
| Board cash retainer | $6,333 (pro-rated) | $30,000 annual cash retainer |
| Committee cash retainers | Included in fees earned (not itemized) | Audit: $10,000 member; QAC: $6,000 member; Nominating & Corporate Governance: $2,000 member; Compensation: $3,000 member; Chair fees per policy |
| Equity awards (Ensign RS) | None disclosed for 2024 | Quarterly RS grants vest over three years; pro-rata for <3-year term |
| Equity awards (Standard Bearer RS) | 500 shares; $6,810 fair value; vest 20% over five years | Board members may receive Standard Bearer RS; quarterly independent valuation; holding/vesting conditions |
Insider Filings & Trades
| Filing | Note |
|---|---|
| Section 16 | One late Form 3 at appointment for Parkinson; no transactions reported |
Related Party Transactions
- Company policy: Audit Committee pre-approves and reviews related-person transactions; detailed policy adopted August 14, 2007 .
- 2024 disclosure: No transactions requiring disclosure under Item 404(a) involving Parkinson; overall, no unapproved RPTs; family relationships disclosed for certain executives but not applicable to Parkinson .
Say-on-Pay & Shareholder Sentiment (context)
- 2024 say-on-pay approval: Approximately 97.7% support for NEO compensation; annual advisory vote cadence maintained .
- Compensation risk controls: Clawback policy for erroneously awarded incentive-based compensation and multi-metric bonus design for executives; director awards time-based .
Compensation Committee Analysis (context)
- Use of independent consultant: Willis Towers Watson for benchmarking director and executive compensation; peer companies include NHC, Amedisys, Encompass Healthcare Corp., LTC Properties, Omega Healthcare Investors, Welltower, Select Medical, CareTrust REIT, PACS Group, and National Health Investors .
Board Governance (broader framework)
- Independent director executive sessions; majority voting; risk oversight distributed across committees; governance documents online; Lead Independent Director coordinates independent director activities .
Summary Implications for Investors
- Parkinson’s deep sector and policy expertise strengthens ENSG’s oversight of clinical quality and regulatory risk; independence status and committee roles support effective governance .
- Modest cash plus time-based equity and ownership guidelines provide alignment without aggressive pay structures; gradual equity accumulation expected post-appointment .
- Interlock perception via AHCA ties to ENSG’s CEO warrants monitoring, though formal independence and RPT controls reduce conflict risk; minor late filing noted .