Barry M. Smith
About Barry M. Smith
Independent Class II director at The Pennant Group (PNTG), age 71, serving since 2021; current term expires at the annual meeting following fiscal 2026 . Previously served as Board Chairman through December 31, 2024; as of 2025, the CEO chairs the board and Scott E. Lamb is Lead Independent Director . Independence affirmed under Nasdaq rules; the board’s independent directors meet in executive session at least annually . Core credentials: former CEO/chair across multiple healthcare services companies spanning behavioral health, pharmacy benefits, hospice, and radiology benefit management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magellan Health, Inc. | Chairman & CEO | 2013–2019 | Led nation’s largest behavioral health provider; strategic leadership across radiology benefit management, specialty pharmacy, PBM |
| VistaCare, Inc. | Founder, Chairman, President & CEO | 1996–2002 (CEO), 2003 (Chairman) | Built national hospice services platform; operator and board leadership |
| Value Rx, Inc. | Chairman & CEO | 1990–1995 | Scaled one of the largest PBMs; prior VP Operations at PCS Health Systems |
| PCS Health Systems | Vice President, Operations | Prior to 1990 | Operations leadership in PBM |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Ensign Group, Inc. (NASDAQ: ENSG) | Director | Since 2014 | Public company directorship; PNTG spin-off maintains ongoing agreements with Ensign (MSA, TSA, tax, employee matters, real estate) |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance (NCG) Committee; not a member of Audit, Compensation, or Quality Assurance & Compliance (QA&C) .
- Board/committee meeting cadence and attendance: Board met 5 times in 2024; each director attended ≥75% of board and committee meetings; all directors attended last year’s annual meeting .
- Leadership structure: CEO serves as Chair; Scott E. Lamb is Lead Independent Director, with independent directors and committees meeting in executive session without management .
- Independence: Board affirms Smith meets Nasdaq Rule 5605(a)(2) independence; committee members on Audit, Compensation, and NCG are independent .
| Committee | 2024 Meetings | Smith’s Role |
|---|---|---|
| Nominating & Corporate Governance | 6 | Chair |
| Compensation | 6 | Not a member |
| Audit | 5 | Not a member |
| QA&C | 4 | Not a member |
Fixed Compensation
| Year | Role | Cash Retainer ($) | Notes |
|---|---|---|---|
| 2024 | Board Chairman | 80,000 | Paid as single aggregate retainer for chair role (in lieu of separate director/committee retainers) |
| Committee | Chair Retainer ($) | Member Retainer ($) |
|---|---|---|
| Audit | 30,000 | 12,000 |
| QA&C | 30,000 | 12,000 |
| NCG | 15,000 | 7,500 |
| Compensation | 22,500 | 10,000 |
Performance Compensation
| Year | Equity Type | Detail | Grant Value ($) | Vesting |
|---|---|---|---|---|
| 2024 | Restricted Stock (director program) | 21,000 shares total: 4,500 shares each quarter; plus 600 and 2,400 additional shares in Q3 and Q4 | 535,014 | Director RS grants vest over 3 years, beginning on 1st anniversary; unvested RS fully vest upon board departure (unless for cause) |
| As of 12/31/2024 | Stock Awards Outstanding | None outstanding for Smith | — | Footnote disclosure indicates no RS outstanding as of year-end |
| As of 12/31/2024 | Options Outstanding | 30,000 | — | Director footnote; exercise details not disclosed in proxy |
- Director equity program: automatic quarterly restricted stock grants determined annually; directors must maintain ownership of at least 33% of cumulative granted shares while serving .
- Plan safeguards: no option/SAR repricing, no discounted options, no dividends on unvested awards; explicit CIC vesting mechanics; share counting penalizes full-value awards (2:1) .
Other Directorships & Interlocks
| Entity | Interlock Type | Overlap | Potential Conflict Note |
|---|---|---|---|
| ENSIGN (ENSG) | External board held by Smith | Smith (Director at ENSG) | PNTG continues to transact under spin-off agreements with Ensign (MSA/TSA/etc.); board oversight should monitor arm’s-length compliance |
| ENSIGN (ENSG) | Shared director | Christopher R. Christensen (PNTG Director; Executive Chairman of Ensign) | Multiple Ensign-linked directors increase interlock density; independence affirmed but oversight sensitivity warranted |
| ENSIGN (ENSG) | Shared network via nominee | Suzanne D. Snapper (Ensign CFO; Ensign director since 2022) nominated to PNTG board in 2025 | Further strengthens Ensign-Pennant network; monitor related party and governance safeguards |
Expertise & Qualifications
- Proven operator and strategic leader across behavioral health, hospice, and pharmacy benefits; CEO/chair experience in multiple healthcare services companies closely related to PNTG’s lines of business .
- NCG chair responsibilities include management succession planning; governance policy development; director selection; advising board on governance strategy/risks .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Basis |
|---|---|---|---|
| Barry M. Smith | 81,099 | ~0.24% | 81,099 shares owned directly; outstanding shares 34,431,889 at 3/18/2025; table flags “<1%” |
- Options exercisable within 60 days: none included for Smith in ownership table; his disclosed 30,000 outstanding options were not counted as exercisable within 60 days for ownership purposes .
- Hedging/pledging: Company prohibits hedging transactions absent prior approval; no pledging disclosure for Smith; no related-party loans disclosed .
Fixed and Performance Compensation Summary (2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned (Cash) | 80,000 | Aggregate chair retainer |
| Stock Awards (Fair Value) | 535,014 | Automatic director program; 21,000 shares total |
| Total | 615,014 | — |
Governance Assessment
- Strengths: Independence affirmed; Smith chairs NCG (succession planning and governance policy oversight); board and committees utilize executive sessions without management; attendance thresholds met; lead independent director in place to counterbalance CEO/Chair duality .
- Alignment: Director equity grants with multi-year vesting and 33% ownership maintenance; prohibition on dividends for unvested awards and on hedging without approval support owner-like behavior .
- Red flags: High interlock density with Ensign—Smith plus Christensen (and Snapper nominee) create network ties amid ongoing Ensign agreements; requires vigilant related-party oversight despite proxy disclosure of no >$120k related-party transactions since 1/1/2024 beyond pre-approved Ensign spin-off agreements .
- Signals to monitor: As CEO also serves as Chair, ensure robust lead independent director empowerment and NCG effectiveness; continue tracking director equity accumulation vs. 33% guideline and any changes to director grant sizing under the amended 2025 Omnibus Plan .