Barbara Gutierrez
About Barbara Gutierrez
Barbara Gutierrez is ModivCare’s Chief Financial Officer (CFO), appointed September 5, 2023. She has 30+ years of executive and financial leadership experience in healthcare services, is a CPA and CGMA, and holds a B.S. in Accounting from the University of Denver. Age: 62. 2024 executive incentives were anchored to Compensation Adjusted EBITDA (~$123 million), resulting in 0% STI payouts; 2024 LTI introduced PRSUs weighted 40% EBITDA and 60% relative TSR, reinforcing pay-for-performance alignment. She helped strengthen ModivCare’s capital position through successful refinancing of Senior Notes due 2025. Say‑on‑pay support in 2024 was ~80% for prior year compensation. Anti‑hedging/anti‑pledging and clawback policies apply.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| InnovAge | Chief Financial Officer; Senior Advisor | CFO 2017–Jul 2023; Advisor Jul–Sep 2023 | Led finance for a major PACE provider; transitional advisory role post-CFO tenure |
| Hero Practice Services | CFO and Chief People Services Officer | Not disclosed | Finance and human capital leadership for underserved children’s practice network |
| Strad Energy Services Ltd. | Senior leadership roles | Not disclosed | Operational/financial leadership experience |
| Jones Knowledge Group | Senior leadership roles | Not disclosed | Business transformation and finance experience |
| PhyCor | Senior leadership roles | Not disclosed | Physician practice/services finance leadership |
| HealthOne (HCA) | Senior leadership roles | Not disclosed | Hospital/health system finance experience |
External Roles
No public company directorships or external board roles disclosed.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $500,000 | $500,000 |
| Target Bonus (% of Salary) | 100% | 100% |
| Target Bonus ($) | Prorated for 2023 | $500,000 |
| Actual STI Paid ($) | $67,308 | $0 (0% payout) |
Performance Compensation
Short-Term Incentive (STI) – 2024
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Compensation Adjusted EBITDA and Individual Goals | 75% financial / 25% individual | Board‑approved budget levels | Compensation Adjusted EBITDA ≈ $123M | 0% of target | Cash; paid in March following year; none paid for 2024 |
Long-Term Incentive (LTI) – Structure and 2024 Grants
| Award Type | Grant Date | # Units | Fair Value ($) | Performance Metrics | Vesting |
|---|---|---|---|---|---|
| RSUs | Feb 14, 2024 | 6,134 | $299,953 | Time-based | One‑third on 2/14/2025, 2/14/2026, 2/14/2027, subject to service |
| PRSUs (Target) | Feb 14, 2024 | 9,202 | $531,416 | 40% EBITDA; 60% rTSR | Cliff on 2/14/2027, subject to performance/market conditions and service |
| Total 2024 LTI Grant | Feb 14, 2024 | — | $831,368 | As above | As above |
Additional PRSUs fair value at max achievement (illustrative): $1,062,831 for Ms. Gutierrez.
Equity Ownership & Alignment
| Ownership Item | Amount |
|---|---|
| Shares Beneficially Owned | 4,081 (less than 1%) |
| Unvested RSUs (not in beneficial count if >60 days to vest) | 9,804 |
| Unvested PRSUs (not in beneficial count if >60 days to vest) | 22,062 |
| Stock Ownership Guideline (NEOs) | 3x annual base salary |
| Compliance Status at 12/31/2024 | None of NEOs met required level |
| Anti‑Hedging / Anti‑Pledging | Prohibited for employees/officers/directors |
| Clawback Policy | 3‑year lookback; covers cash and equity; retroactive adjustment upon restatement per Nasdaq Rule 10D‑1 |
| Insider Filings Note | Two Forms 4 for Ms. Gutierrez were filed late (timing), per Section 16 disclosure |
Outstanding Equity (as of 12/31/2024)
| Grant | Unvested RSUs (#) | Market Value ($) | PRSUs (Threshold 50% of Target) (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 9/18/2023 | 5,715 | $67,666 | 6,430 | $76,131 |
| 2/14/2024 | 6,134 | $72,627 | 4,601 | $44,952 |
Note: Market values use $11.84 closing price on 12/31/2024 and PRSU valuation methodology per ASC 718 with 40% price, 60% Monte Carlo (threshold presentation).
Vesting Schedule (Forward-Looking Reference)
- RSUs 2/14/2024: ~2,045 shares each vest on 2/14/2026 and 2/14/2027, subject to service.
- PRSUs 2/14/2024: target 9,202; vest 2/14/2027 based on EBITDA and rTSR performance; up to 200% max.
- RSUs 9/18/2023: vest in equal thirds on 9/18/2025 and 9/18/2026, subject to service.
- PRSUs 9/18/2023: cliff vest on 9/18/2026 based on performance, subject to service.
Employment Terms
| Term | Detail |
|---|---|
| Appointment | CFO effective September 5, 2023 |
| Offer Letter (2023) | Base salary $500,000; prorated STI for 2023 at 100% target; initial LTI target = 150% of salary (60% PRSUs / 40% RSUs) |
| Severance (Policy) | Up to 12 months of base compensation upon termination without cause/resignation for good reason; subject to release; executive severance policy applies |
| Change‑in‑Control | “Double‑trigger” required; no single‑trigger equity acceleration; no excise tax gross‑ups |
| Restrictive Covenants | One‑year post‑employment non‑compete and non‑solicit; confidentiality and non‑disparagement |
| Deferred Compensation | Eligible; none of NEOs elected in 2024 |
| Perquisites (2024) | Health/dental/life/disability premiums $15,329; 401(k) match $19,039 |
| Insider Trading Policy | Blackout periods; pre‑clearance; prohibits hedging/pledging and short‑selling |
Compensation Structure Analysis
- Cash vs equity mix: 2024 pay tilted to equity (RSUs/PRSUs $831K) with no STI payout, emphasizing at‑risk compensation amid challenging operating conditions.
- Metric shift: LTI PRSUs emphasize EBITDA (40%) and rTSR (60%), increasing external performance benchmarking versus prior designs; STI remained EBITDAdriven with individual objectives.
- Governance safeguards: Double‑trigger CIC; clawback; anti‑hedging/pledging; independent consultant (Meridian) engaged by Compensation Committee.
- Ownership alignment gap: NEOs, including CFO, had not met stock ownership guidelines by 12/31/2024, a potential alignment shortfall.
Compensation Peer Group (for benchmarking)
Acadia Healthcare; AdaptHealth; Addus HomeCare; Amedisys; Apollo Medical; Aveanna; Brookdale; Chemed; CorVel; Encompass Health; Enhabit; Healthcare Services Group; Kadant (Veradigm listed as Veradigm Inc.); National HealthCare; Option Care Health; Select Medical; The Ensign Group.
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval for 2023 compensation: ~80% of votes cast (present or represented and entitled).
Investment Implications
- Alignment and retention: Strong LTI focus with PRSUs tied to EBITDA and rTSR supports long‑term value creation; however, failure to meet ownership guidelines by NEOs reduces immediate “skin‑in‑the‑game” optics and may modestly elevate retention risk in down cycles. Upcoming RSU/PRSU vesting dates (Sep 2025/2026; Feb 2026/2027) could create selling pressure windows absent 10b5‑1 plans.
- Pay‑for‑performance signal: Zero STI payout for 2024 underscores disciplined linkage to EBITDA, while rTSR overlay in PRSUs adds market-relative accountability—positive for governance and potential alpha if performance recovers.
- Contract risk: One‑year non‑compete/non‑solicit and double‑trigger CIC reduce abrupt departure risk; no gross‑ups limits shareholder‑unfriendly payouts.
- Trading watchpoints: Section 16 note of two late Form 4s for Gutierrez is minor but worth monitoring; insider trading policy pre‑clearance and blackout periods mitigate opportunistic trading risk. Monitor vesting dates for potential liquidity events.
- Execution track record: CFO tenure aligned with debt refinancing and operational discipline; with Compensation Adjusted EBITDA below thresholds in 2024, equity-driven incentives place emphasis on multi-year EBITDA and rTSR improvements before payouts.