Rebecca Orcutt
About Rebecca Orcutt
Senior Vice President and Chief Accounting Officer at ModivCare since August 2022. Previously Vice President, Financial Reporting and Accounting (joined January 2021); over a decade in audit/assurance at KPMG; CPA with B.S. and Master of Accountancy from the University of Denver. Age 39; core remit includes SEC reporting, technical accounting, SOX compliance, and M&A integration . Company context: 2024 maintained revenue vs 2023 amid Medicaid redetermination and contract churn; net losses in 2023 and 2024 were driven by goodwill impairments . Q1 2025 service revenue fell 4.9% YoY to $650.654M, with a net loss of $50.377M; management disclosed substantial doubt about going concern given liquidity and covenant risks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ModivCare | SVP, Chief Accounting Officer | Aug 2022 – Present | Leads SEC reporting/policy, technical accounting, SOX compliance; supports M&A and integration |
| ModivCare | VP, Financial Reporting & Accounting | Jan 2021 – Aug 2022 | Built reporting function post acquisitions; upgraded disclosure controls |
| KPMG LLP | Audit & Assurance | Over a decade (prior to 2021) | Led audits; deep SEC and SOX experience applicable to CAO remit |
External Roles
- None disclosed (no current public company directorships or external committee roles) .
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $305,000 | Set upon CAO appointment (Aug 22, 2022) |
| Target Bonus % | 40% of base | Short-term incentive plan target for 2022 onward |
| Long-Term Incentive Target | 40% of base (initial) | 2022 LTI mix: 75% RSUs, 25% options (award timing at Committee discretion) |
Performance Compensation
| Program | Metric(s) | Weighting | Target Framework | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Short-Term Incentive (STI) | Compensation Adjusted EBITDA (company) and individual goals | 75% company / 25% individual | EBITDA aligned to Board-approved budget; individual objectives set with CEO | 2024 STI payout set at 0% for NEOs (no cash awards earned) | Annual cash (if earned) |
| Long-Term Incentive (PRSUs) | EBITDA; Relative TSR (rTSR) | 40% EBITDA / 60% rTSR | EBITDA goals and rTSR vs peers; Monte Carlo used for market condition valuation | Performance-based; payouts depend on 3-year results (company-wide design) | Cliff vest after 3 years (subject to performance and service) |
| Long-Term Incentive (RSUs) | Time-based | — | Retention-oriented equity | — | Vests ~1/3 per year over 3 years (service condition) |
| Stock Options (initial LTI mix) | Time-based; exercise-price aligned to grant date | — | 25% of 2022 LTI mix | — | Options granted under 2006 Plan; standard service vesting schedules apply |
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Beneficial Ownership | Not itemized in 2025 beneficial ownership table (table lists directors and NEOs only) |
| Anti-Hedging & Anti-Pledging | Prohibited for directors and executive officers (policy in place) |
| Stock Ownership Guidelines | Robust guidelines for executive officers; NEOs: CEO 5x salary, other NEOs 3x salary; continuing NEOs had not met required holding level as of 12/31/2024 |
| Clawback Policy | Applies to cash and equity incentives for 3 preceding fiscal years upon restatement or risk-management failures (Nasdaq 10D-1 compliant) |
| Section 16 Filings | One Form 4 for Orcutt filed late in 2024 per proxy ; 2023–2024 Form 4 filings show routine tax-withholding upon RSU vesting (net share settlement) |
Employment Terms
| Term | Details |
|---|---|
| Employment Start (CAO) | August 22, 2022 (promotion letter; duties assumed on that date) |
| Employment Nature | At-will; company can terminate with/without cause; no fixed term |
| Severance | As executive officer: 12 months of base compensation for termination without cause (subject to release) ; earlier VP severance policy referenced 6 months |
| Non-Compete / Non-Solicit | 12-month post-employment non-compete and non-solicit; non-disclosure and non-disparagement covenants |
| Change-of-Control | Company-wide “double-trigger” (no single-trigger acceleration); no excise tax gross-ups upon change in control |
| Insider Trading | Blackout periods and pre-clearance; anti-hedging/anti-pledging; policy filed with 2024 10-K |
Investment Implications
- Pay-for-Performance: 2024 STI paid 0% at the NEO level, indicating disciplined pay outcomes when EBITDA targets aren’t met; LTI mix emphasizes performance via EBITDA and rTSR with 3-year vesting, aligning senior executive incentives with long-term value creation .
- Alignment and Selling Pressure: Anti-hedging/pledging policies and ownership guidelines support alignment; Form 4s indicate RSU net share settlements for tax withholding rather than discretionary open-market selling, limiting sell pressure signals from routine vesting events .
- Retention Risk: At-will employment with 12-month severance mitigates abrupt exit risk; however, company-level going concern disclosure, elevated interest burden, and strategic divestiture processes heighten organizational stress—relevant for CAO’s SOX, reporting, and liquidity oversight scope .
- Governance and Shareholder Signals: Say-on-pay support (~80% in 2024) suggests investor tolerance for plan design changes; clawback and double-trigger COC terms are shareholder-friendly and reduce controversial compensation optics .
Additional context: ModivCare’s 2024 compensation peer group (17 health services companies) informs benchmarking; Meridian serves as independent compensation consultant to the Committee . Orcutt signed the 2023 10-K as Principal Accounting Officer, underscoring her central role in external reporting .