Barbara B. Hill
About Barbara B. Hill
Independent director (age 72) serving on OHI’s Board since 2013. Operating Partner at NexPhase Capital (formerly Moelis Capital Partners) since March 2011, focused on healthcare investments and portfolio operating support. Former CEO/director at ValueOptions, Inc. and FHC Health Systems (2006–2010), Chairman/CEO of Woodhaven Health Services (2004–2006), and President/director of Express Scripts (2002–2003); prior senior roles at Cigna HealthCare and as CEO of health plans at Prudential, Aetna and Johns Hopkins Health System. Serves as lead director at Integra LifeSciences (IART) since 2013; prior public boards include Owens & Minor (OMI), St. Jude Medical (until sale to Abbott), and Revera Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NexPhase Capital (formerly Moelis Capital Partners) | Operating Partner | Mar 2011–present | Focus on healthcare investments and strategic/operating support |
| ValueOptions, Inc. / FHC Health Systems | Chief Executive Officer and Director | Mar 2006–Sept 2010 | Led managed behavioral health business |
| Woodhaven Health Services | Chairman and Chief Executive Officer | Aug 2004–Mar 2006 | Institutional pharmacy operations leadership |
| Express Scripts, Inc. (NASDAQ: ESRX) | President and Director | 2002–2003 | PBM leadership |
| Cigna HealthCare | Senior operations leader | Prior to 2002 | National operations responsibility |
| Prudential, Aetna, Johns Hopkins Health System | CEO of health plans | Prior to 2002 | Health plan leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Integra LifeSciences Holdings (NASDAQ: IART) | Director; Lead Director | 2013–present | Board leadership (lead director) |
| Owens & Minor (NYSE: OMI) | Director | 2017–Aug 2019 | Board service |
| St. Jude Medical | Director | 2007–Jan 2017 | Board service until sale to Abbott Labs |
| Revera Inc. | Director | 2010–Mar 2017 | Senior care operator board service |
Board Governance
- Committee assignments: Member, Compensation Committee (alongside Burke W. Whitman [Chair], Dr. Lisa C. Egbuonu-Davis, Stephen D. Plavin) .
- Independence: Classified as independent; Board shows seven independent directors and one non-independent (CEO) .
- Attendance and engagement: Board met 6 times in 2024, and each director attended more than 75% of Board and applicable committee meetings; 2024 committee meetings: Audit (4), Compensation (4), Investment (6), Nominating & Corporate Governance (4). Independent director executive sessions generally held at each regular Board and Committee meeting .
- Governance practices: Majority voting standard with resignation policy, separate Chair and CEO roles, proxy access, anti-hedging and anti-pledging policies, clawback policy, annual say‑on‑pay; directors encouraged to participate in annual meeting .
Fixed Compensation
| Component | Amount/Terms | 2024 Actual for Barbara B. Hill |
|---|---|---|
| Annual cash retainer | $75,000; payable quarterly OR elective into equity (RSUs/Profits Interest Units/Deferred Stock Units) | $5 cash (elected equity for retainer) |
| Committee member fees | Audit $12,500; Compensation $9,000; Nominating & Corporate Governance $7,500; Investment $7,500 | Not itemized in cash for 2024; retainer taken in equity |
| Committee chair fees | Audit $30,000; Compensation $20,000; Nominating $25,000; Investment $20,000 | N/A (not a chair) |
| Meeting fees (excess) | $1,500 per meeting above thresholds (Board 10; Audit 6; Compensation 6; Nominating 5; Investment 5) | Not disclosed for Barbara individually |
| 2025 program changes | Cash retainer to $82,500; annual equity grant to $165,000; Compensation and Investment Chair fees to $25,000 | N/A (forward-looking program) |
Performance Compensation
| Equity Vehicle | Grant Date | Shares/Units | Fair Value | Vesting/Performance Conditions |
|---|---|---|---|---|
| Annual equity grant (restricted common stock; optional Profits Interest Units or Deferred RSUs) | 6/7/2024 | 7,472 | $241,495 | Vests based on continued service until next annual meeting; 100% acceleration upon death, disability, change in control, or other basis at Compensation Committee discretion. No performance metrics disclosed for director equity awards (time-based vesting). |
Other Directorships & Interlocks
- Current public company board: Integra LifeSciences (IART), lead director .
- Interlocks: Compensation Committee disclosed no officer/employee status or relationships requiring Item 404 disclosure; no executive officer of OHI serves on boards/compensation committees with reciprocal interlocks .
Expertise & Qualifications
- Healthcare operations and leadership across payers, PBM, behavioral health, institutional pharmacy; private equity operating partner with deep portfolio support experience .
- Board leadership experience as lead director; skills matrix attributes include leadership, health care, investment, cybersecurity, corporate sustainability, legal/regulatory, and human capital management coverage at Board level (collective) .
Equity Ownership
| Holder | Common Stock Beneficially Owned (Number) | Percent of Class | Other Common Stock Equivalents (Breakdown) |
|---|---|---|---|
| Barbara B. Hill | 31,310 | <0.10% | 41,994 deferred stock units; no unvested RSUs or profits interest units listed for Barbara in the ownership table; OP Units not listed for Barbara |
- Shares outstanding: 287,147,508 common shares (April 9, 2025); total common stock equivalents 10,959,315 (incl. unvested RSUs/Profits Interest Units, deferred stock units, OP Units) .
- Stock ownership guidelines: Non-employee directors must own shares equal to at least 5× annual cash retainer within five years; anti-hedging and anti-pledging policies in effect .
Governance Assessment
- Alignment signals: Elected to receive the $75,000 retainer in equity, resulting in de minimis cash fees ($5) and substantial equity grant—strong skin-in-the-game signal for a director . Annual equity awards are time-based to next annual meeting, encouraging ongoing service .
- Committee effectiveness: Active member of the Compensation Committee, which met four times in 2024 and oversees executive pay and equity plan administration; no interlocks or related-party concerns disclosed for committee members, supporting independence .
- Potential conflicts: Ongoing Operating Partner role at NexPhase Capital in healthcare could create perceived conflicts if portfolio companies interact with OHI or its operators; however, the company’s related-party transaction policy requires Audit Committee/Board approval, and 2024 disclosures report no Item 404 relationships for Compensation Committee members (including Hill) .
- Attendance/engagement: Board-level disclosure indicates >75% attendance for all directors and frequent independent executive sessions—no attendance red flags .
- Program changes: 2025 director pay increases (cash retainer and equity grant) based on independent peer benchmarking (FPC); monitor pay growth vs. REIT peers for inflation risk, but changes appear aligned with market review .
Red Flags to monitor:
- Any related-party dealings between OHI counterparties and NexPhase portfolio companies (none disclosed for 2024) .
- Hedging or pledging of company stock (policy prohibits; no pledging flagged for Barbara) .
- Declines in equity ownership relative to 5× retainer guideline compliance (company shows aggregate multiples; individual compliance timing may vary) .