Henry Toledo
About Henry Toledo
Henry Toledo, age 53, is ModivCare’s Chief People Officer, appointed effective August 28, 2023. He brings 30+ years across HR, operations, and strategy, previously serving as Chief People Officer at Valet Living, Global Head of Learning, Talent & Performance Operations at Citigroup, and Division VP/GM of ADP’s Recruiting Technology business; earlier HR roles at WellCare Health Plans and Aramark, with a master’s in management (Temple University), B.S. in HR management (Georgia State), UC Berkeley Haas AI: Business Strategy certificate, and Wharton Advanced Management program credentials . Company performance under the compensation framework shows 2024 Compensation Adjusted EBITDA of $123.4M with a 0% STI payout for all NEOs, and company TSR in 2024 at $20.01 (value of $100 initial investment), alongside adjusted EBITDA of $161.1M in 2024 vs $204.4M in 2023; the proxy notes revenue was “consistent” vs 2023 despite industry pressures .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Valet Living | Chief People Officer | 2017–Aug 2023 | Led enterprise people strategy for residential services (chief people role) |
| Citigroup | Global Head of Learning, Talent & Performance Operations | Not disclosed | Led global learning/talent/performance operations |
| Automatic Data Processing (ADP) | Division VP & GM, Recruiting Technology | Not disclosed | General manager for recruiting tech business (commercial leadership) |
| WellCare Health Plans | HR leader | Not disclosed | Human resources leadership in managed care |
| Aramark | HR leader | Not disclosed | Human resources leadership in services |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | No external directorships or committee roles disclosed for Toledo |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary (annual) ($) | $425,000 | $425,000 |
| Target STI (% of salary) | 75% | 75% |
| Bonus paid ($) | $256,250 (sign‑on $150,000 + prorated annual incentive $106,250) | $0 (no STI payout) |
| Salary actually paid ($, SCT) | $138,942 | $425,000 |
Performance Compensation
Short‑Term Incentive (STI) – 2024
| Component | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Compensation Adjusted EBITDA | 75% of STI | Board‑approved budget | ~$123,407,000 | 0% of target | Financial measure chosen to align with operating budget; no NEO cash awards earned |
| Individual goals | 25% of STI | Role‑specific objectives | Not applicable (company gate failed) | 0% of target | Gate tied to company financial outcome resulted in no payout |
Long‑Term Incentive (LTI) – Structure and Toledo’s Grants
| Grant date | Instrument | Shares (target unless noted) | Vesting | Performance metrics |
|---|---|---|---|---|
| 2/14/2024 | RSUs | 5,214 | Vest ~1/3 on 2/14/2025, 2/14/2026, 2/14/2027 (service) | — |
| 2/14/2024 | PRSUs | 13,094 target; 6,547 threshold (50%); 26,188 max (200%) | Cliff vest on 2/14/2027 (service + performance) | 40% EBITDA, 60% rTSR vs peers |
| 9/5/2023 | RSUs | 12,237 (unvested at 12/31/2024) | Vest ~1/3 on 9/5/2024, 9/5/2025, 9/5/2026 (service) | |
| 9/5/2023 | PRSUs | 6,547 threshold (50%) | Cliff vest on 9/5/2026 (service + performance) | 2023 PRSUs accelerate at 100% target upon CoC without termination |
Grant date fair value for Toledo’s 2024 LTI totaled $706,685 (RSUs + PRSUs, ASC 718) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 5,557 (less than 1% of 14,349,099 shares outstanding) |
| Unvested RSUs (12/31/2024) | 12,237 (9/5/2023 grant) – market value $144,886; 5,214 (2/14/2024 grant) – market value $61,734 |
| Unvested PRSUs (12/31/2024) | 6,547 threshold – payout value $77,516 (9/5/2023); 3,911 threshold – payout value $38,210 (2/14/2024) |
| Options | None outstanding for Toledo |
| Stock ownership guideline | 3x annual base salary for NEOs |
| Guideline compliance (12/31/2024) | None of the NEOs met the holding level (including Toledo) |
| Hedging/pledging | Company prohibits hedging and pledging by employees and directors |
| Clawback | Three‑year clawback for incentive compensation; committee can impose additional clawbacks in award agreements |
Employment Terms
| Scenario (as of 12/31/2024) | Cash payment(s) | Accelerated vesting of stock awards | Health insurance payments | Total |
|---|---|---|---|---|
| Resignation for Good Reason | $425,000 | $206,620 | $17,016 | $648,636 |
| Termination without Cause | $425,000 | — | $17,016 | $442,016 |
| Termination upon Change in Control (double‑trigger) | $212,500 | $361,653 (includes 2023 PRSUs accelerated at 100% target: $155,033) | $17,016 | $591,169 |
Additional terms:
- Non‑compete and non‑solicit covenants of one year post‑employment; non‑disclosure and non‑disparagement included .
- Deferred compensation plan eligibility, but no NEO participation in 2024 .
- Life and disability insurance benefits; disability policy pays $10,000/month until age 65 upon qualifying disability .
Performance & Track Record (Company context tied to pay)
| Metric | 2023 | 2024 |
|---|---|---|
| Adjusted EBITDA ($) | $204,439,000 | $161,134,000 |
| Compensation Adjusted EBITDA ($) | $164,583,000 | $123,407,000 |
| TSR – value of initial fixed $100 investment ($) | $74.33 | $20.01 |
| Peer group TSR ($) | $124.34 | $126.92 |
| STI payout (Toledo) | Not disclosed (received prorated annual incentive within Bonus column) | 0% of target (no cash awards) |
| Revenue | Narrative: “maintaining consistent revenue compared to 2023” (no numeric) | Narrative: “maintaining consistent revenue compared to 2023” (no numeric) |
Compensation Structure Analysis
- Mix and shift: Toledo’s pay is heavily equity‑linked via RSUs/PRSUs; 2024 STI paid $0, increasing at‑risk nature tied to EBITDA and rTSR outcomes .
- Performance metrics: 2024 PRSUs incorporate 40% EBITDA and 60% rTSR weightings; STI gated on Compensation Adjusted EBITDA aligned to Board budget .
- Change‑in‑control economics: Double‑trigger required for most acceleration; 2023 PRSUs uniquely accelerate at 100% target upon CoC without termination (single‑trigger for that tranche) .
- Clawback and risk controls: Robust clawback, anti‑hedging/pledging, ownership guidelines; none of the NEOs met guidelines as of 12/31/2024 .
Compensation Peer Group & Say‑on‑Pay
- 2024 peer group (selected): Acadia Healthcare, AdaptHealth, Addus HomeCare, Amedisys, Apollo Medical, Aveanna, Brookdale, Chemed, CorVel, Encompass Health, Enhabit, Ensign, Healthcare Services Group, Kadant/Veradigm, National HealthCare, Option Care, Select Medical (17 companies) .
- Say‑on‑Pay: 2024 advisory approval ~80% of votes cast .
Equity Ownership & Pledging (Detail)
- Beneficial ownership: 5,557 shares; less than 1% .
- No pledging permitted; no pledging arrangements disclosed; hedging prohibited .
- Guideline gap: Required 3x salary; not met as of year‑end (potential alignment shortfall) .
Investment Implications
- Pay‑for‑performance discipline: 0% STI payout in 2024 reflects strict gating on Compensation Adjusted EBITDA, a positive signal for compensation governance; future realized pay is levered to multi‑year EBITDA and rTSR outcomes via PRSUs .
- Event‑driven sensitivity: The 2023 PRSUs’ single‑trigger CoC acceleration (100% target) introduces incremental change‑of‑control optionality; otherwise double‑trigger terms mitigate windfall risk .
- Ownership alignment: Beneficial ownership is de minimis and below 3x salary guideline at year‑end, tempering “skin‑in‑the‑game”; however anti‑hedging/pledging and clawbacks reduce misalignment risk .
- Vesting calendar and supply: RSUs vesting tranches through 2026/2027 and PRSU cliffs in 2026/2027 could add periodic share delivery; insider selling pressure is dependent on pre‑clearance windows and individual liquidity needs (no sales data disclosed in proxy) .
- Retention risk: One‑year non‑compete/non‑solicit, severance of 12 months base in involuntary scenarios, and meaningful unvested equity indicate balanced retention incentives; change‑of‑control economics are moderate vs typical market .