Manuel Kadre
About Manuel Kadre
Manuel Kadre (age 59) has served on NeueHealth’s Board since November 2020 and is the Board’s Lead Director. He is Chairman and CEO of MBB Auto Group (since 2012) and previously held CEO and senior legal/operating roles in consumer products distribution; he is recognized as an audit committee financial expert and serves across multiple board committees at NeueHealth .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MBB Auto Group | Chairman & CEO | 2012–present | Leads premium luxury auto retail group |
| Gold Coast Caribbean Importers, LLC | Chief Executive Officer | Jul 2009–2014 | Operated consumer products import business |
| CC1 Companies, Inc. | President; Vice President; General Counsel; Secretary | 1995–Jul 2009 | Beverage distributor leadership and legal oversight |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Republic Services, Inc. | Chairman of the Board | Public | Serves as chairman; part of “chairman and lead independent director of three public companies” experience |
| The Home Depot, Inc. | Director | Public | Board member |
| Mednax Services, Inc. | Director | Private subsidiary context noted; Mednax-related services | Board member |
| University of Miami | Board of Trustees | Non-profit/Academic | Trustee |
| Florida Free Trade Area of the Americas | Director | Public/Policy | Board member |
| Miami International Airport Blue Ribbon Aviation Panel | Director | Public/Policy | Panel member |
| Florida Self-Insurers Guaranty Association | Director | Public/Policy | Board member |
| United Way Alexis de Tocqueville Society | Chairman | Non-profit | Chairman |
Board Governance
- Board leadership: Lead Director (Kadre) provides independent oversight when the Chair is not independent, presides when Chair absent, liaises among independent directors, management, and stockholders .
- Committee assignments and expertise:
- Audit Committee: Member; designated “audit committee financial expert” (with Adkins and Gooden); independent under NYSE/Rule 10A-3 .
- Compensation & Human Capital Committee: Member; independent; committee chaired by Immelt .
- Nominating & Corporate Governance Committee: Chair; independent; oversees director nominations, governance principles, and Board evaluations .
- Independence: Board determined all directors except the CEO (Mikan) and Chair (Sheehy) are independent; Kadre qualifies as independent under NYSE rules .
- Attendance: In 2024, Board held 8 meetings; Audit 4; Compensation 3; Nominating 0. Each director attended at least 75% of Board meetings during tenure and substantially all committee meetings served .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 206,000 | Includes annual cash retainer and committee chair/member retainers per policy (exact component breakdown not itemized in table) |
| RSU Awards ($) | 63,735 | 10,500 RSUs granted May 13, 2024; fair value shown |
| Total ($) | 269,735 | Sum of cash and RSU grant-date value |
| Director Equity Grant | — | 10,500 RSUs granted May 13, 2024; 100% vests on first anniversary |
| Supplemental Retainer (2024 structure) | 91,000 | Approved for all non-employee directors; payable on first anniversary of RSU grant; paid in cash in April 2025 |
| Standard Policy Reference | — | Annual cash retainer $80,000; annual RSUs $175,000; Committee chair retainers: Audit $25,000, Compensation $20,000, Nominating $15,000; other committee members $10,000 (prorated for partial service) |
Performance Compensation
| Performance Metric | Target | Actual | Structure/Notes |
|---|---|---|---|
| Director performance metrics | Not disclosed | Not disclosed | Director equity awards are time-based RSUs with 1-year vest; no performance-vesting metrics disclosed for directors |
Other Directorships & Interlocks
| Company | Relationship | Interlock/Conflict Notes |
|---|---|---|
| Republic Services, Inc. | Chairman of the Board | External role; no NEUE related-party linkage disclosed in proxy |
| The Home Depot, Inc. | Director | External role; no NEUE related-party linkage disclosed in proxy |
| Mednax Services, Inc. | Director | External role within healthcare; no NEUE related-party linkage disclosed in proxy |
- Compensation Committee interlocks: None; no NEUE executive served on another entity’s compensation committee where that entity’s executives served on NEUE’s Board; no compensation committee member (including Kadre) had a material interest in related-party transactions disclosed .
- Related-party governance: Company maintains a related persons transaction policy requiring Board/committee approval and director recusal for interested transactions .
Expertise & Qualifications
- Audit committee financial expert designation (Reg S-K Item 407(d)(5)) .
- CEO and senior operating/legal experience across multiple industries (automotive retail; consumer products distribution) .
- Governance leadership: Chair of NEUE’s Nominating & Corporate Governance Committee; Lead Director .
- Multisector public company board experience (Republic Services; The Home Depot; Mednax) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 40,256 | “Less than 1%” of outstanding shares (based on 8,927,758 outstanding) |
| Direct Common Shares | 19,320 | Held directly by Mr. Kadre |
| Kadre Family Partnership, L.P. | 3,686 | Shares held via family partnership; Mr. Kadre is general partner |
| Options Exercisable ≤60 days | 6,750 | Director options |
| RSUs vesting ≤60 days | 10,500 | May 13, 2024 grant; 1-year vest schedule |
| Ownership Guidelines | 3x annual cash retainer | Non-employee directors must hold stock equal to 3x retainer; adopted Nov 2021; individual compliance status not disclosed |
Governance Assessment
- Strengths:
- Independent director, Lead Director, and chair of Nominating & Corporate Governance Committee; contributes to independent oversight and board evaluation processes .
- Audit Committee member and designated financial expert; enhances financial reporting and risk oversight .
- Attendance: met Board and committee attendance thresholds; Board/Audit/Comp met regularly in 2024 .
- Stock ownership policy (3x retainer) and strict anti-hedging/pledging rules; no pledging by directors in 2024 .
- Section 16 compliance: no delinquent filings for directors/executives in 2024 .
- No compensation committee interlocks or material interests in related-party transactions among committee members (includes Kadre) .
- Watch items:
- Multiple outside public company directorships (Republic Services Chair; The Home Depot; Mednax) imply significant time commitments; investors often monitor bandwidth and potential informational interlocks across industries .
- Board-level related-party dynamics with NEA (credit agreement and pending merger) warrant heightened governance scrutiny; policy requires approval and recusal, mitigating conflict risk at the process level .
- Director pay structure signals:
- 2024 shift to time-based RSUs (10,500 units) and a deferred supplemental cash retainer ($91,000) due to limited share availability in equity plan; suggests careful capital allocation and plan capacity constraints rather than increased performance linkage for directors .