Todd J. Carter
About Todd J. Carter
Todd J. Carter (age 61) is an independent director at ModivCare Inc. and a member of the Compensation Committee. He has served on the Board since 2016 and is Chairman of Global Technology at Houlihan Lokey; prior roles include CEO/co‑founder of GCA Advisors (2008–2021), leadership positions at Savvian, Perseus Group, and President of Robertson Stephens, with earlier career stops at McKinsey & Company and Smith Barney. He holds a BA from the University of Texas and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Houlihan Lokey | Chairman of Global Technology | Oct 2021–present | Global technology coverage, advisory leadership |
| GCA Advisors, LLC | CEO & Co-Founder; Director | 2008–Oct 2021 | Built global independent advisory franchise; M&A and financing expertise |
| Savvian Inc. | Chairman, President & CEO | Pre-2008 (dates not specified) | Led global investment banking platform |
| Perseus Group | Chairman, President & CEO | Pre-2008 (dates not specified) | Asset management and investment banking leadership |
| Robertson Stephens & Co. Inc. | President; Director | Pre-2003 | Global investment banking and asset management; board service |
| McKinsey & Company | Consultant | Early career | Strategy and operations advisory |
| Smith Barney Inc. | Employee (finance) | Early career | Capital markets foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UCSF | Board of Overseers | Current | Non‑profit governance |
| Education SuperHighway | Director | Current | Non‑profit board service |
| The Conservation Fund | Director | Current | Non‑profit board service |
| OneD Battery Science | Chairman | Current | Private company; battery technology focus |
| Foresite Capital | Advisory Board | Current | Life sciences venture/PE advisory |
| Victory Park Capital | Advisory Board | Current | Private credit/advisory |
Board Governance
- Independence: The Board affirmatively determined Carter is independent under Nasdaq standards .
- Committee assignments (2025): Compensation Committee member (chair Alec Cunningham; members Carter, Erin Russell) . Not a chair of any committee.
- Attendance: In 2024, the Board met 24 times; Audit 7, Compensation 6, Nominating 7. All directors attended at least 75% of combined Board/committee meetings during their service; independent directors met in regular executive sessions .
- Years of service: Director since 2016 .
- Board leadership: Chair of the Board is Leslie V. Norwalk; CEO and Chair roles are separated .
Fixed Compensation
| Component | Amount | Period/Date | Notes |
|---|---|---|---|
| Annual cash retainer (standard non‑employee director) | $85,000 | 2024 | Paid monthly in advance |
| Compensation Committee member retainer | $7,500 | 2024 | Non‑chair member |
| Fees earned (Carter) | $92,500 | 2024 | Summation of cash retainers |
| Meeting fees | None | 2024 | No additional meeting fees; limited exceptions only for specified letter agreements (not applicable to Carter) |
| Equity retainer target (standard) | $130,000 | 2024 | Based on grant date closing price |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock Award (annual director grant) | Feb 14, 2024 | 2,658 | $129,955 | Vested Feb 14, 2025 | Standard annual director equity retainer; time‑based vesting |
- Performance metrics: The proxy does not disclose performance‑conditioned equity for directors; RSAs are time‑based. Performance‑conditioned PRSUs apply to executives, not directors .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Carter in the proxy; external roles are non‑profit, private company chair, and advisory boards .
- Potential interlocks with MODV counterparties: None disclosed. Audit Committee oversees related‑party transactions; a significant shareholder (Coliseum) had financing/exchange transactions, but no Carter involvement disclosed .
Expertise & Qualifications
- Financial and transaction expertise: Over 1,500 advisory mandates across M&A, financings, defenses, LBOs, divestitures, recaps, joint ventures, buybacks, restructurings; growth and early‑stage investing in 100+ companies .
- Education: University of Texas (BA); Harvard Business School (MBA) .
- Sector breadth: Technology industry focus; broad financial advisory and capital markets experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As-of Date | Notes |
|---|---|---|---|---|
| Todd J. Carter | 16,777 | <1% | Record Date: Apr 21, 2025 | Beneficial ownership per SEC definition |
| Unvested director RSAs (12/31/2024) | 2,658 | n/a | Dec 31, 2024 | Vested 2/14/2025 |
| Director ownership guideline | 5x annual retainer | n/a | Policy | Applies to non‑employee directors |
| Guideline compliance status | None met | n/a | Dec 31, 2024 | Company disclosed none met as of 12/31/2024 |
| Hedging/pledging | Prohibited | n/a | Policy | Anti‑hedging and anti‑pledging for directors/officers |
| Section 16 compliance | No late filings for Carter disclosed | n/a | FY2024 | Late Forms 4 identified for certain executives; Carter not listed |
Say‑on‑Pay & Shareholder Feedback
- 2025 Say‑on‑Pay vote: For 10,257,557; Against 378,006; Abstentions 8,867; Broker non‑votes 1,617,087 .
- 2024 Say‑on‑Pay reference (for 2023 compensation): Approximately 80% approval at the 2024 annual meeting (context for NEO pay program) .
Director Election Support (Signal of Confidence)
| Nominee | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Todd J. Carter | 10,519,361 | 120,740 | 4,329 | 1,617,087 |
Governance Policies & Conflicts
- Clawback: Committee has authority to retroactively adjust incentive compensation; policy aligned with Nasdaq Rule 10D‑1, covering cash and equity, three fiscal years prior to a restatement .
- Anti‑hedging/anti‑pledging: Strict prohibition for directors/officers .
- Related‑party transactions oversight: Audit Committee reviews all related‑person transactions; Coliseum financing/exchange transactions approved with shareholder consent; no Carter‑specific related‑party transactions disclosed .
- Compensation consultant independence: Meridian engaged solely by Compensation Committee; independence assessed, no conflicts .
Governance Assessment
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Positives:
- Strong election support and confirmed independence; active service on Compensation Committee .
- Robust governance features: separated Chair/CEO, regular executive sessions, clawback and anti‑hedging/pledging policies .
- Transparent director pay framework with standard cash and time‑based equity retainer; no meeting fees, limiting pay inflation .
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Watch‑items / RED FLAGS:
- Director ownership guideline compliance: Company disclosed “none” of non‑employee directors met 5x retainer guideline as of Dec 31, 2024, implying a potential alignment gap; applies to Carter as part of the cohort .
- Significant shareholders’ involvement in financing and board composition requires ongoing independence vigilance (e.g., Coliseum transactions approved; no Carter involvement disclosed) . No Carter‑specific conflicts were reported.
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Overall: Carter’s deep financial/transaction background and compensation committee role support board effectiveness, with strong shareholder support in 2025. The primary governance alignment gap is director stock ownership guideline shortfall as of year‑end 2024, though anti‑hedging/pledging and clawback policies mitigate risk perceptions .