Swati Abbott
ENSIGN GROUPAbout Swati B. Abbott
Independent director (age 61) serving since January 2020; chairs the Compensation Committee and sits on the Audit and Nominating & Corporate Governance Committees. Former President & CEO of Blue Health Intelligence (May 2011–March 2022) with prior leadership in AI-based predictive analytics at MEDai and management at ViPS; designated an “audit committee financial expert” by the Board. The Board has affirmed her independence under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Health Intelligence | President & CEO | May 2011–Mar 2022 | Led healthcare data analytics; executive leadership in strategy and operations. |
| MEDai, Inc. | President | Prior to acquisition by Reed Elsevier in 2008 | Directed AI-based predictive analytics; industry leadership highlighted. |
| ViPS (Medical Management SBU) | Managing Director | Not disclosed | Managed medical management strategic business unit. |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Talkspace, Inc. (NASDAQ: TALK) | Director | Current | Online/mobile therapy company board service. |
| Magellan Health, Inc. (NASDAQ: MGLN) | Director | May 2018–Jan 2022 | Served until acquisition by Centene; interlocks with ENSG directors with Magellan backgrounds. |
Board Governance
- Committee assignments: Compensation (Chair), Audit (Member), Nominating & Corporate Governance (Member).
- Independence: Board determined Ms. Abbott is independent under Nasdaq Listing Rules; all members of Compensation, Audit, and Nominating Committees are independent.
- Attendance: Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings; all 8 directors attended the 2024 Annual Meeting.
- Executive sessions: Audit Committee met without management at least once; independent directors “frequently” meet in executive session.
- Lead Independent Director: Barry M. Smith serves as Lead Independent Director; he oversees evaluation and composition.
| Committee | Role | Meetings FY2024 | Independence designation |
|---|---|---|---|
| Compensation | Chair | 6 | All members independent; retains outside consultant routinely. |
| Audit | Member | 5 | All members independent; all designated “audit committee financial experts.” |
| Nominating & Corporate Governance | Member | 5 | All members independent; oversight of ESG & Unity Committee. |
Fixed Compensation (Director)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board retainer | 30,000 | Non-employee director cash retainer. |
| Compensation Committee Chair fee | 15,000 | Chair retainer. |
| Audit Committee member fee | 10,000 | Member retainer. |
| Nominating & Corporate Governance member fee | 2,000 | Member retainer. |
| Total Fees Earned (2024) | 57,000 | Per director compensation table. |
Peer benchmarking used by Compensation Committee for director pay includes National Healthcare, Amedisys, Encompass Health, LTC Properties, Omega Healthcare Investors, Welltower, Select Medical, CareTrust REIT, PACS Group, and National Health Investors.
Performance Compensation (Director equity; time-based)
| Grant Date | Shares Granted | Grant FV/Share ($) | Total FV ($) | Vesting |
|---|---|---|---|---|
| 1/16/2024 | 875 | 116.65 | 102,094 | 3-year, begins 1st anniversary. |
| 4/15/2024 | 875 | 118.69 | 103,869 | 3-year, begins 1st anniversary. |
| 7/15/2024 | 875 | 135.18 | 118,283 | 3-year, begins 1st anniversary. |
| 10/15/2024 | 600 | 149.12 | 89,472 | 3-year, begins 1st anniversary. |
| 11/6/2024 (Standard Bearer REIT) | 500 | 13.62 | 6,810 | 5-year, 20% annually. |
| 2024 Stock Awards Total | — | — | 420,488 | ASC 718 total per proxy. |
- Automatic stock grant program: Quarterly restricted stock grants to non-employee directors; unvested director stock fully vests upon ceasing service (unless removed for cause). Directors must maintain ownership of at least 33% of cumulative shares granted.
- Standard Bearer (subsidiary REIT) equity plan: Restricted stock awards value and five-year vesting; quarterly independent valuation; limited transfer and liquidity via put windows.
- Performance metrics: Director equity is time-vesting; no performance conditions disclosed for director grants.
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Prior Magellan Health directorship | Ms. Abbott served 2018–2022; ENSG’s Lead Independent Director Barry M. Smith was Magellan’s Chairman/CEO; Dr. Agwunobi served on Magellan’s Board—potential information network benefits and interlocks. |
| Current Talkspace Board | Ongoing sector exposure to digital behavioral health; potential insights relevant to ENSG’s quality/clinical initiatives. |
Expertise & Qualifications
- Healthcare data analytics and AI/predictive modeling (MEDai, Blue Health Intelligence); strategic leadership in payer/provider analytics.
- Designated “audit committee financial expert” with oversight of internal controls, auditor independence, and cybersecurity risk management via Audit Committee.
- Compensation governance expertise as Chair: policy design, incentive plans, consultant oversight, succession planning and culture goals included in incentive framework.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Swati B. Abbott | 17,232 | ~0.030% (17,232 ÷ 57,626,065) |
| Shares Outstanding (reference) | 57,626,065 | — |
Sources: Beneficial ownership table and shares outstanding.
- Hedging prohibited for directors and insiders under insider trading policy; pledging not disclosed.
- Director stock ownership guideline: minimum 33% of cumulative director grants. Compliance status not disclosed.
Governance Assessment
- Strengths: Independent status; multi-committee service including chairing Compensation; Audit Committee “financial expert” designation; strong engagement (≥75% attendance; executive sessions).
- Incentive rigor: Compensation Committee uses external consultant (Willis Towers Watson); pay program includes governance/clinical goals and clawback policy for executives; no option repricing without shareholder approval.
- Shareholder signals: Say-on-pay approval 97.7% in 2024; annual advisory votes continue—indicates broad investor support for compensation governance.
- Alignment: Majority of director compensation in equity (2024 stock awards $420,488 vs cash fees $57,000); automatic stock grants with holding requirements support alignment.
- Conflicts/related-party exposure: No related-party transactions >$120,000 involving directors/officers disclosed; Audit Committee reviews and approves related person policies.
RED FLAGS: None disclosed specific to Ms. Abbott (no attendance issues, no related-party transactions, no hedging/pledging disclosed). Interlocks with Magellan network exist but no current related-party transactions; monitor for potential consultant conflicts (Comp Committee reviewed adviser independence and noted no conflicts).