Gregory K. Morris
About Gregory K. Morris, M.D.
Independent Class II director at The Pennant Group (PNTG) since 2022; age 70 as of the 2025 proxy cut-off. He serves on the Audit Committee and the Quality Assurance & Compliance Committee; he is financially literate under Nasdaq rules but not designated the committee’s “financial expert” (that role is held by Scott E. Lamb). The Board deems him independent under Nasdaq rules; the Board holds executive sessions and maintains a Lead Independent Director (Lamb). Education: B.A. Morehouse College; M.D. Emory University School of Medicine; former U.S. Army/Army National Guard Major (Bronze Star). His Class II term runs until the annual meeting following fiscal 2026.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MorrisHuml LLC | Partner; focus on strategy implementation, alignment, risk mitigation, culture | Since 2012 | Advises Fortune 1000; leadership development expertise |
| Morris & Gunter Associates, LLC | Partner | Prior to 2012 | Strategy and management consulting |
| Advocate Health Care | SVP, Strategy & Business Development | 2002–2004 | Strategic growth initiatives in healthcare provider setting |
| Cap Gemini Ernst & Young | Vice President; Senior Partner | 1995–2001 | Consulting leadership; operations/strategy in healthcare and other sectors |
| Blue Cross & Blue Shield National Capital Area | SVP, Health Care Delivery; Corporate Medical Director | Not disclosed | Payer operations/clinical leadership |
| MetLife | Eastern Region Medical Director | Not disclosed | Payer medical leadership |
| CIGNA Healthcare of Georgia | Medical Director | Not disclosed | Clinical operations leadership |
| U.S. Army / Army National Guard | Major | Not disclosed | Awarded Bronze Star |
External Roles
| Company/Organization | Role | Tenure | Committees |
|---|---|---|---|
| — None disclosed (public company directorships) | — | — | — |
Board Governance
- Independence: The Board affirmatively determined Dr. Morris is independent under Nasdaq Rule 5605(a)(2); all members of the Audit, Compensation, and Nominating & Corporate Governance Committees are independent. Lead Independent Director is Scott E. Lamb.
- Committees: Member, Audit Committee (Chair: Scott E. Lamb); member, Quality Assurance & Compliance Committee. Each Audit member is financially literate; Lamb is designated the “audit committee financial expert.”
- Meetings and attendance: In 2024, Board met 5 times; each director attended at least 75% of Board and applicable committee meetings. All directors attended the prior Annual Meeting.
- Committee activity levels (2024): Audit (5 meetings), Compensation (6), Nominating & Corporate Governance (6), Quality Assurance & Compliance (4).
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 5 |
| Quality Assurance & Compliance | Member | 4 |
Fixed Compensation
- Director retainer framework (2024): Non-employee director annual cash retainer $30,000; committee retainers as below. The company engages independent compensation consultants to benchmark director and executive pay.
| Committee | Chair Retainer ($) | Member Retainer ($) |
|---|---|---|
| Audit | 30,000 | 12,000 |
| Quality Assurance & Compliance | 30,000 | 12,000 |
| Nominating & Corporate Governance | 15,000 | 7,500 |
| Compensation | 22,500 | 10,000 |
- Dr. Morris — Director pay detail:
| Year | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 46,000 | 101,820 | 147,820 |
| 2024 | 57,000 | 290,160 | 347,160 |
Notes: As of Dec 31, 2024, Dr. Morris had no stock awards outstanding and no option awards outstanding.
Performance Compensation
- Award type and cadence: Under the Automatic Stock Grant Program, each non-employee director received quarterly restricted stock grants; in 2024, 12,000 restricted shares total per director (time-vested over 3 years). In 2023, directors received 1,500 shares each quarter plus an additional 3,000 shares on Jan 17, 2023 (time-vested).
- Vesting/holding: Standard vesting over three years; unvested director grants become fully vested when a director ceases serving (unless removed for cause). Directors must maintain ownership of at least 33% of cumulative shares granted during their tenure. Dividends/dividend equivalents are not paid on unvested awards.
- Clawbacks: Company has a clawback policy compliant with SEC/Nasdaq, focused on executives and certain subsidiary presidents; no director-specific clawback disclosed.
| Feature | Terms |
|---|---|
| Award type | Time-based restricted stock (quarterly grants) |
| Annual grant sizing example | 2024: 12,000 shares per director; 2023: 1,500 per quarter + 3,000 in Jan 2023 |
| Vesting | 3 years (time-based) |
| Director exit vesting | Unvested director grants fully vest upon board departure (unless for cause) |
| Ownership maintenance | Must hold ≥33% of cumulative director grants during tenure |
| Dividends on unvested | Prohibited (no dividends on unvested awards) |
| Repricing | Prohibited without stockholder approval |
Other Directorships & Interlocks
- Current/prior public company boards: None disclosed for Dr. Morris.
- Related-party transactions: The company reports none involving Dr. Morris since Jan 1, 2024; Audit Committee oversees related person transactions under a written policy.
Expertise & Qualifications
- Healthcare and payer expertise: Prior leadership roles at Advocate Health Care, Blue Cross & Blue Shield National Capital Area, MetLife, and CIGNA; clinical background as M.D.
- Strategy and risk: Consulting focus on strategy implementation, strategic alignment, prospective risk mitigation, and shaping culture.
- Financial oversight: Audit Committee member; financially literate per Nasdaq; Audit Committee oversight includes internal controls, financial reporting integrity, cybersecurity risk, and related-person transaction approvals.
Equity Ownership
| Holder | Beneficially Owned Shares | % Outstanding | Options |
|---|---|---|---|
| Gregory K. Morris, M.D. | 25,900 | <1% | 0 |
- Basis: 34,431,889 shares outstanding as of March 18, 2025.
- Pledging/hedging: Not disclosed for Dr. Morris in the proxy.
- Director ownership guideline: Maintain at least 33% of cumulative shares granted while serving on the Board (program requirement).
Governance Assessment
- Strengths: Independent director with deep healthcare, clinical, and strategy credentials; meaningful committee work on Audit and Quality/Compliance with regular executive sessions; strong equity alignment via quarterly stock grants and a 33% hold requirement; no disclosed related-party transactions or pledging.
- Watch items: Director equity grant value and share counts increased materially in 2024 versus 2023 for the full board, reflecting a richer equity component—monitor for pay inflation versus peers and performance alignment over time.
- Attendance/engagement: Meets at least 75% attendance threshold; Board and committees active; all directors attended the prior annual meeting—supportive of engagement.
RED FLAGS: None evident for Dr. Morris based on disclosed independence, attendance, lack of related-party exposures, and committee roles. Continue monitoring compensation mix trends and any future related-person disclosures.