Erin L. Russell
About Erin L. Russell
Erin L. Russell is an independent director of ModivCare Inc. (MODV), appointed in 2025, and serves as Chair of the Audit Committee, Chair of the Strategic Alternatives Committee, and a member of the Compensation Committee. She is age 50, holds a B.S. in Accounting from the University of Virginia (McIntire) and an MBA from Harvard Business School, and brings over two decades of healthcare-focused finance, capital markets, and board experience; the Board has designated her an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vestar Capital Partners, L.P. | Principal; healthcare team leader evaluating 150+ investments and executing numerous transactions; served on multiple boards | Aug 2001 – Apr 2017 | Led healthcare investments; strategic planning with management teams |
| Starboard Value Acquisition Corp. (SPAC) | Industry Advisor | Not disclosed (SVAC merged into Cyxtera July 2021) | Sector expertise; capital markets perspective |
| DeVilbiss Healthcare LLC (private) | Director | Not disclosed | Healthcare device/operator governance |
| DynaVox Inc. (private) | Director | Not disclosed | Healthcare/assistive technology governance |
| 21st Century Oncology Inc. (private) | Director | Not disclosed | Provider operations governance |
External Roles
| Company | Exchange/Ticker | Role | Notes |
|---|---|---|---|
| Fortrea Holdings, Inc. | Nasdaq: FTRE | Director | Contract research organization (CRO) board role |
| eHealth, Inc. | Nasdaq: EHTH | Director | Online health insurance marketplace |
| Kadant Inc. | NYSE: KAI | Director | Industrial engineered systems supplier |
| Tivity Health, Inc. | — (former public) | Former Director | Served Mar 2020 until acquisition and delisting in Jun 2022 |
Board Governance
- Independence and leadership
- The Board affirmatively determined Ms. Russell is independent under Nasdaq rules; all committees are chaired by independent directors and the Chair/CEO roles are separated.
- She is Chair of Audit (and an audit committee financial expert), Chair of the Strategic Alternatives Committee, and a member of the Compensation Committee.
- Mandate and oversight
- Audit: oversees financial reporting, internal controls, auditor independence, IT/cybersecurity, and, with N&G, compliance and governance of sustainability-related matters.
- Strategic Alternatives: formed April 2025 under the Credit Agreement; oversees divestiture processes for Monitoring and Personal Care Services and supports cost savings/optimization evaluation.
- Compensation: designs and approves executive pay programs; uses independent consultant Meridian (no conflicts).
- Board and committee activity
- In 2024, the Board held 24 meetings; Audit 7; Compensation 6; Nominating & Governance 7; all then-serving directors met the 75% attendance threshold. (Ms. Russell joined in 2025.)
Fixed Compensation (Director)
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $85,000 | Paid monthly in advance; program approved 2017; expanded 2024 to allow letter agreements in limited cases |
| Audit Committee Chair retainer | $35,000 | Incremental to base retainer |
| Compensation Committee Chair retainer | $20,000 | Incremental (if chair) |
| Nominating & Governance Chair retainer | $20,000 | Incremental (if chair) |
| Board Chair retainer | $35,000 (raised to $100,000 beginning Dec 2024) | Independent Chair premium |
| Audit Committee member retainer (non-chair) | $15,000 | Incremental |
| Compensation Committee member retainer (non-chair) | $7,500 | Incremental |
| Nominating & Governance member retainer (non-chair) | $7,500 | Incremental |
| Equity retainer (target value) | $130,000 | Based on closing price at grant date; typically time-based vesting over ~1 year for 2024 awards |
| Expense reimbursement | Reasonable expenses reimbursed | Standard |
Notes: The Strategic Alternatives Committee was formed in April 2025 pursuant to the Credit Agreement; the proxy does not specify incremental retainers for this committee.
Performance Compensation (Director)
| Component | Structure | Metrics/Vesting |
|---|---|---|
| Annual equity retainer | Target of $130,000 in equity | 2024 director awards were restricted stock/stock equivalent units that vested on first anniversary of grant; no performance metrics disclosed for director equity grants |
Other Directorships & Interlocks
- Current public boards: Fortrea (FTRE), eHealth (EHTH), Kadant (KAI). No disclosed supplier/customer interlocks with ModivCare.
- Compensation Committee interlocks: None disclosed for MODV’s Compensation Committee during FY2024; Meridian engaged as independent advisor with no conflicts.
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert” under SEC rules; deep capital markets and transaction experience from Vestar.
- Sector experience: Extensive healthcare investing and board experience across CRO, health insurance marketplaces, providers/devices, and services.
- Education: B.S. in Accounting (UVA McIntire); MBA (Harvard).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As of |
|---|---|---|---|
| Erin L. Russell | — (none reported) | — | Record date April 21, 2025 |
| Director ownership guideline (non-employee directors) | 5x annual retainer | Applies to all non-employee directors; as of Dec 31, 2024 none met the guideline (note: Ms. Russell appointed in 2025) | Policy/guideline status at 12/31/2024 |
| Anti-hedging/Anti-pledging | Prohibited for directors | Hedging and pledging of company stock are prohibited by policy |
Governance Assessment
- Strengths
- Independent director with audit chair and “financial expert” designation; robust oversight remit including financial reporting, cybersecurity, and sustainability governance.
- Compensation Committee uses an independent consultant (Meridian) with no conflicts; 2024 STI paid 0% due to underperformance on Compensation Adjusted EBITDA, evidencing pay-for-performance rigor.
- Strong governance policies: clawback compliant with Nasdaq Rule 10D-1 (3-year lookback), anti-hedging and anti-pledging, regular executive sessions of non-employee directors, separation of Chair/CEO.
- Watch items
- New appointment via lender recommendation under the Credit Agreement; Strategic Alternatives Committee also formed pursuant to the Credit Agreement to oversee planned divestitures—while the Board affirms independence, creditor influence over governance is notable during portfolio restructuring.
- As of the 2025 record date, Ms. Russell reported no beneficial ownership; she will need to accumulate holdings to meet the 5x retainer guideline over time (common for new appointees).
- Say-on-Pay received ~80% support in 2024—passing but below best-in-class levels—placing ongoing emphasis on transparent pay-for-performance alignment.
- RED FLAGS
- None disclosed regarding related party transactions, hedging/pledging, legal proceedings, or director attendance. Related party transactions disclosed in 2025 involved a 5%+ shareholder (Coliseum) and were approved by stockholders; none involve Ms. Russell.
Compensation Committee Analysis (Context for Ms. Russell’s oversight)
- Peer group and philosophy: Market-competitive with pay-for-performance orientation; peers include health services comparables; principle to target near market median; risk mitigation via caps, clawbacks, and independent advice.
- 2024 outcomes and metrics: STI based 75% on Compensation Adjusted EBITDA and 25% on individual goals; payout at 0% for all NEOs; LTI shifted to PRSUs with 40% EBITDA and 60% relative TSR, vesting at 3 years—aligning with value creation while balancing dilution considerations in 2025.
Related Party Transactions (Conflict check)
- The proxy details a 2025 Purchase and Exchange Agreement with Coliseum Capital (a >5% holder) involving second-lien notes and exchange of existing notes, approved by stockholders; no transactions are disclosed involving Ms. Russell.
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: Approximately 80% of shares present and entitled to vote supported executive compensation; the Board considered this outcome in ongoing program design.
Notes on Attendance and Engagement
- 2024 attendance: All directors then serving met the 75% threshold; Board met 24 times and committees were active. (Ms. Russell joined in 2025.)
Summary Signals for Investors
- Ms. Russell’s appointment adds strong financial oversight (Audit Chair, expert) and healthcare capital markets expertise amid an active divestiture and cost-optimization phase overseen by a lender-influenced Strategic Alternatives Committee. Independence is affirmed; policies on clawbacks and anti-hedging/pledging are robust. Monitor equity accumulation to meet board ownership guidelines and the execution of asset sales under the Strategic Alternatives Committee for alignment with long-term shareholder value.