Faisal Khan
About Faisal Khan
Faisal Khan serves as Senior Vice President, General Counsel and Secretary of ModivCare Inc., a role he has held since September 2024; he is 44 and licensed to practice in Ohio, New York and Wisconsin . Prior to ModivCare, he was Senior Counsel leading the provider practice at Nixon Gwilt Law (Sep 2019–Jan 2023), and worked in the Offices of the General Counsel for The MetroHealth System, University Hospitals Health System, and the U.S. Department of Health and Human Services; he holds a J.D. from University of Wisconsin Law School and an undergraduate degree from Case Western Reserve University . His role includes signing SEC filings (e.g., 8-Ks), evidencing executive authority in corporate disclosures . Company compensation frameworks tie executive incentives to EBITDA and relative TSR; in 2024, Compensation Adjusted EBITDA (~$123M) resulted in a 0% STI payout for NEOs, and in 2023 the STI paid at 50% of target, reflecting pay-for-performance discipline .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nixon Gwilt Law | Senior Counsel, Provider Practice | Sep 2019–Jan 2023 | Led provider-focused healthcare innovation legal matters |
| The MetroHealth System (OGC) | Counsel | Not disclosed | Health system legal oversight and compliance |
| University Hospitals Health System (OGC) | Counsel | Not disclosed | Health system legal oversight and compliance |
| U.S. Department of Health and Human Services (OGC) | Counsel | Not disclosed | Federal health law and regulatory counsel |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
Not disclosed for Faisal Khan; he is not a named executive officer (NEO) in the 2024–2025 proxies, which report detailed compensation only for NEOs .
Performance Compensation
Not disclosed for Faisal Khan; company-wide incentive structures are summarized below to assess alignment and design.
| Component | Metric Weighting | Key Targets | Vesting | Notes |
|---|---|---|---|---|
| Short-Term Incentive (STI) | 2024: 75% Compensation Adjusted EBITDA; 25% individual goals | 2024 STI payout 0% at ~$123M Compensation Adjusted EBITDA | Annual | Zero payout signals strict performance gating |
| Performance RSUs (PRSUs, 2024 design) | 40% EBITDA; 60% Relative TSR | Company-set EBITDA goals and rTSR vs peers | Cliff vest at 3 years | Aligns to absolute profitability and market-relative performance |
| RSUs (time-based) | — | — | 1/3 annually over ~3 years (typical grant schedules) | Provides retention with staged vesting |
Equity Ownership & Alignment
- Stock ownership guidelines: executive officers are expected to hold significant equity; guidelines specify multiples of salary for executives (e.g., robust ownership requirements), and directors must hold 5× annual retainer; the company highlighted equity ownership guidelines for directors and executive officers in governance summaries .
- Clawback: the Compensation Committee can retroactively adjust and recover incentive compensation for restatements under its clawback policy consistent with Nasdaq Rule 10D-1 .
- Anti-hedging/anti-pledging: employees, executive officers and directors are prohibited from hedging or pledging company stock .
- Pledging status: no pledging allowed; no exceptions disclosed in the proxies .
Employment Terms
Not disclosed for Faisal Khan. The 2024–2025 proxies detail severance/change-in-control terms and offer letters for NEOs, but do not include Khan’s contract .
Investment Implications
- Limited compensation disclosure: Khan is not an NEO, so direct pay, grants, and severance terms are not reported; investors must infer alignment from company-wide policies and incentive design .
- Strong governance and pay-for-performance features: strict STI gating (0% paid in 2024), three-year PRSU vesting with EBITDA and rTSR weighting, clawbacks, and anti-hedging/pledging policies indicate disciplined incentives likely applicable across executives, including legal leadership .
- Policy-level alignment: ownership guidelines and prohibition on pledging/hedging reduce misalignment risk; clawbacks mitigate restatement risk .
- Context: ModivCare faced operational and capital-structure challenges (e.g., impairment-driven net losses; financing actions), with Khan signing current filings, underscoring his centrality in legal, disclosure, and governance processes .
Appendix: Company Compensation Context
- 2025 Peer Group (for benchmarking): Acadia Healthcare, Addus HomeCare, AdaptHealth, Amedisys, Apollo Medical, Aveanna, Brookdale, Chemed, CorVel, Encompass Health, Enhabit, eHealth, Fortrea, Healthcare Services Group, National HealthCare, Select Medical, The Ensign Group, Veradigm (as disclosed) .
- Say-on-pay: ~80% approval in 2024; ~99% in 2023, indicating shareholder support for compensation program changes .
Citations: