Alec Cunningham
About Alec Cunningham
Independent director since 2025; age 58. Former EVP of CVS Health (2021–2022) and EVP/COO of Aetna (2019–2021); previously CEO of ConcertoHealth (five years) and CEO of WellCare Health Plans (2009–2013) following a nine‑year tenure at WellCare. MBA, University of Southern California; BA Economics, Oklahoma State University. The Board has affirmatively determined he is independent under Nasdaq rules; he was identified and recommended as a potential candidate to the Board by the Company’s lenders pursuant to the Credit Agreement.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVS Health | Executive Vice President | Feb 2021 – Jul 2022 | Senior operating leadership at large U.S. healthcare company |
| Aetna (CVS Health company) | EVP & Chief Operating Officer | Aug 2019 – Feb 2021 | COO for major national insurer |
| ConcertoHealth | President & Chief Executive Officer | Five years (noted) | Led turnaround/development situations |
| WellCare Health Plans | Chief Executive Officer; earlier roles | CEO 2009–2013; nine years total | Led strategic/operational transformation as CEO |
External Roles
No current public-company directorships were disclosed for Mr. Cunningham in the Company’s 2025 proxy.
Board Governance
- Current committee assignments: Chair, Compensation Committee; Member, Strategic Alternatives Committee. Director since 2025; independent.
- Strategic Alternatives Committee mandate: formed April 2025 under the Credit Agreement to oversee sales processes for Monitoring and Personal Care Services businesses and support cost savings/optimization initiatives; all members independent.
- Board structure and activity (context): Separate Chair/CEO; all committees chaired by independent directors; 24 Board meetings in 2024; all then-sitting directors attended ≥75% of Board and committee meetings during their service period; regular executive sessions.
Fixed Compensation (Non‑Employee Directors)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (director) | $85,000 per year; paid monthly in advance |
| Chair retainers | Audit Chair: $35,000; Compensation Chair: $20,000; Nominating & Governance Chair: $20,000 |
| Committee member retainers | Audit: $15,000; Compensation: $7,500; Nominating & Governance: $7,500 |
| Board Chair additional retainer | $35,000; increased to $100,000 beginning Dec 2024 |
| Equity retainer target | $130,000 (grant-date value), typically in restricted stock; timing and proration as applicable |
| Form of payment options | Directors may elect unrestricted shares in lieu of cash |
Note: An 8‑K confirming contemporaneous terms for a new director appointment in Feb 2025 referenced prorated $85,000 cash retainer and equity targeting $130,000, consistent with the program above.
Performance Compensation (Directors)
Director equity is time-based; no performance metrics are applied to director compensation.
- Illustrative 2024 annual equity awards to then-sitting directors: 2,658 restricted shares granted Feb 14, 2024; vested Feb 14, 2025.
| Grant Type | Grant Date | Shares | Vesting Terms |
|---|---|---|---|
| Restricted Stock (annual director grant) | Feb 14, 2024 | 2,658 | Vested on Feb 14, 2025 (1‑year time‑based vest) |
Expertise & Qualifications
- Deep Medicaid/Medicare operating and policy experience (WellCare CEO; Aetna COO; CVS Health EVP).
- Proven turnaround and development leadership in risk‑bearing provider organizations.
- Graduate education in business (USC MBA) and economics (OSU).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As of |
|---|---|---|---|
| Alec Cunningham | — (no shares reported) | — | Record Date Apr 21, 2025 |
- Director stock ownership guidelines: non‑employee directors are expected to own shares equal to 5× annual retainer; compensatory shares generally cannot be sold until the holding level is reached (exceptions for taxes/exercise). As of Dec 31, 2024, none of the non‑employee directors met the guideline level. Company policy prohibits hedging and pledging by directors.
Other Directorships & Interlocks
- Compensation Committee interlocks and insider participation: The Company disclosed no compensation committee interlocks for 2024; current Comp Committee members (2025) are independent.
- Related-party transactions: The Company’s 2025 proxy discloses transactions with Coliseum Capital (a >5% holder) regarding second-lien notes; no transactions involving Mr. Cunningham were disclosed.
Compensation Committee Analysis (relevant to Mr. Cunningham’s chair role)
- Independent consultant: Meridian Compensation Partners advised the Committee in 2024; the Committee assessed independence and found no conflicts of interest.
- Clawback and risk safeguards: Company maintains clawback policy intended to comply with Nasdaq Rule 10D‑1; prohibits hedging/pledging; capped incentive payouts; independent oversight; negative discretion.
- Say‑on‑pay support: ~80% approval at the 2024 meeting for 2023 executive compensation.
- Committee report: Signed by Chair Alec Cunningham with members Todd J. Carter and Erin L. Russell.
Governance Assessment
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Strengths
- Independent status, deep payor/regulatory operating experience, and immediate elevation to Compensation Committee Chair suggest strong governance and remuneration oversight capabilities.
- Committee processes feature independent advisors with no conflicts; robust clawback and anti‑hedging/pledging policies enhance risk mitigation.
- Active Board refresh tied to strategic priorities; formation of Strategic Alternatives Committee with independent members adds focused oversight of planned divestitures and cost actions.
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Potential investor watch‑items
- Lender‑recommended appointment under the Credit Agreement could raise perceptions of lender influence; counterbalanced by formal independence determination and standard governance processes.
- Alignment lag: as of the 2025 record date, no beneficial ownership was reported for Mr. Cunningham; broader disclosure indicates non‑employee directors had not yet met stock ownership guidelines as of Dec 31, 2024 (new appointments may require time to build holdings).
- Oversight sensitivity: membership on the Strategic Alternatives Committee during asset sale processes increases importance of transparent disclosures to avoid perceived conflicts with creditor interests.
-
No red flags found
- No related‑party transactions, hedging/pledging, or Section 16 issues disclosed for Mr. Cunningham.
Overall implication: Cunningham’s operational pedigree across Medicaid/Medicare and insurer/provider models aligns with MODV’s business mix and current restructuring/divestiture path. As Compensation Chair, his governance effectiveness will be most visible in maintaining pay-for-performance discipline during strategic transitions and in improving ownership alignment as equity awards accrue.