Burke W. Whitman
About Burke W. Whitman
Independent director of Omega Healthcare Investors (OHI); age 69; director since 2018. Current CEO of Colmar Holdings LLC (since 2019) with prior senior roles as CEO/COO of Health Management Associates (NYSE:HMA) and CFO of Triad Hospitals (NYSE:TRI), and a U.S. Marine Corps general officer (1985–2019). The Board has determined he is independent and an “audit committee financial expert” based on substantial financial management experience in the healthcare sector as a public company CFO/CEO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Health Management Associates, Inc. (NYSE:HMA) | CEO; initially COO | 2005–2008 | Executive leadership; board director |
| Triad Hospitals, Inc. (NYSE:TRI) | CFO | 1998–2005 | Financial leadership |
| Deerfield Healthcare (private) | President; Board Director | 1994–1998 | Corporate leadership |
| U.S. Marine Corps | Infantry, Recon, General Officer | 1985–2019 | Commanded at every level; multiple combat deployments; commanding general |
| Federation of American Hospitals | Board; Chair, Audit Committee | Prior | Audit oversight |
| Toys for Tots Foundation | Board; Chair, Investment Committee | Prior | Investment oversight |
| Lovett School | Board of Trustees (lifetime trustee) | Prior | Governance |
| Reserve Forces Policy Board | Advisor to U.S. Secretary of Defense | Prior | Defense advisory |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Amicus Therapeutics, Inc. (NASDAQ:FOLD) | Director | 2019–present | Audit & Compliance; Nominating & Governance |
| Marine Corps Heritage Foundation | Vice Chair | Current | Board leadership |
| Buckhead Coalition | Executive Committee | Current | Governance |
| Nashotah Theological Seminary | Corporation Board | Current | Governance |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee .
- Independence: 7 of 8 directors independent; all members of Audit, Compensation, and Nominating & Governance Committees are independent .
- Audit Committee “financial expert”: Board determined Whitman qualifies under Item 401(h) of Regulation S‑K .
- Attendance: Board met 6 times in 2024; each director attended >75% of Board and applicable committee meetings .
- Board leadership: Independent Chair (separate from CEO) with regular executive sessions of independent directors .
Fixed Compensation
| Component | Structure | 2024 Amounts (Whitman) |
|---|---|---|
| Annual Board Retainer (cash) | $75,000; payable quarterly; option to take equity/defer | Included in cash total |
| Equity Grant | Restricted stock or Profits Interest Units; annual grant; vests to next annual meeting; 100% acceleration on death/disability/change in control | $149,985; 4,605 shares/units granted on 6/7/2024 |
| Committee Fees | Audit Chair $30,000; Audit Member $12,500; Compensation Chair $20,000; Comp Member $9,000; Nominating Chair $25,000; Nominating Member $7,500; Investment Chair $20,000; Investment Member $7,500 | Compensation Chair fee $20,000; Audit Member fee $12,500 (reflected in cash total) |
| Meeting Fees | $1,500 per meeting above set thresholds | As incurred (not itemized) |
| 2024 Cash Total | Fees earned or paid in cash | $116,515 |
| 2024 Total Director Compensation | Cash + Stock Awards | $266,500 |
| Program Changes (effective post-2025 meeting) | Retainer to $82,500; equity grant to $165,000; Compensation/Investment Chair to $25,000 | Approved for 2025 cycle |
Performance Compensation
- OHI does not use performance-based metrics for non-employee director pay; director equity vests based on continued service to the next annual meeting or accelerates upon specified events .
Other Directorships & Interlocks
| Company | Sector Relationship to OHI | Interlock/Conflict Notes |
|---|---|---|
| Amicus Therapeutics (FOLD) | Biotechnology; not an OHI tenant/supplier | No related party transactions disclosed; Compensation Committee members had no Item 404 relationships in 2024 . |
Expertise & Qualifications
- Corporate and military leadership; public company CFO/CEO in healthcare; investment and audit oversight experience .
- Audit committee financial expert designation by Board .
- Skills matrix indicates health care, investment, leadership competencies among Board nominees .
Equity Ownership
| Holder | Common Stock Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Burke W. Whitman | 39,765 shares | <0.10% | Includes 4,605 restricted shares subject to forfeiture until vested; no deferred stock units, OP units, or vested profits units reported for Whitman . |
| Stock Ownership Guidelines (Directors) | 5x annual cash retainer within 5 years of appointment | Policy applies to all non-employee directors; anti-hedging and anti-pledging policy; all directors/officers in compliance as of Apr 9, 2025 . |
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee with use of an independent consultant (Ferguson Partners) for benchmarking; strong clawback policy adopted and revised per SEC/NYSE requirements; anti-hedging/anti-pledging; proxy access and majority voting; regular executive sessions .
- Attendance and engagement: >75% attendance; member of Audit Committee, contributing to financial reporting oversight; designated audit committee financial expert .
- Alignment: Director compensation mixes cash and equity with annual equity that vests on continued service; ownership guidelines require 5x retainer; Whitman beneficially owns 39,765 shares; no pledging/hedging per policy .
- Conflicts/Related Parties: Company policy requires independent approval of related party transactions; 2024 proxy discloses no Item 404 relationships for Compensation Committee members; Section 16 compliance issues limited to an administrative delinquency for a different insider (not Whitman) .
- RED FLAGS: None disclosed regarding hedging/pledging, related party transactions, or low attendance; over-boarding policy caps at three other public boards and requires pre-clearance—Whitman currently serves on one public board (FOLD), within policy limits .