Scott E. Lamb
About Scott E. Lamb
Independent director of The Pennant Group, Inc. (PNTG) since 2019; age 62. Former Treasurer and CFO of ICU Medical, Inc. (2008–2020); prior roles include Controller at ICU Medical and Senior Director of Finance at Vitalcom. Currently serves as Lead Independent Director at PNTG and is designated the Audit Committee Financial Expert by the board. Tenure on PNTG board: 2019–present .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ICU Medical, Inc. (NASDAQ: ICUI) | Treasurer & Chief Financial Officer | 2008–Mar 2020 | Public-company CFO experience; deep accounting/audit oversight |
| ICU Medical, Inc. | Controller | 2003–Feb 2008 | Financial reporting and controls |
| Vitalcom, Inc. | Senior Director of Finance | 2000–2003 | Finance leadership |
| Various start-up and manufacturing companies | Finance and accounting roles | Prior to 2000 | Broad finance background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mr. Lamb . |
Board Governance
- Independence: Board determined Mr. Lamb is independent under Nasdaq rules .
- Lead Independent Director: Serves as Lead Independent Director while CEO also serves as Board Chair; enhances independent oversight and executive session leadership .
- Committees and roles:
- Audit Committee: Chair; committee comprised of Lamb, Dr. Gregory K. Morris, and Dr. John G. Nackel. Lamb is designated “audit committee financial expert.” Audit met 5 times in 2024, with 4 executive sessions without management chaired by Lamb .
- Nominating & Corporate Governance (NCG) Committee: Member; NCG met 6 times in 2024, with 4 executive sessions .
- Not a member of the Compensation Committee or the Quality Assurance & Compliance Committee in 2024 .
- Attendance: In 2024, each director attended at least 75% of board and applicable committee meetings; all directors attended the prior Annual Meeting .
Fixed Compensation (Director)
| Year | Base Board Retainer (Cash) | Committee/Chair Fees (Cash) | Total Fees Earned (Cash) | Notes |
|---|---|---|---|---|
| 2024 | $30,000 | Audit Chair $30,000; NCG Member $7,500 | $67,500 | Standard committee retainers: Audit Chair $30k; Audit member $12k; NCG Chair $15k; NCG member $7.5k; Compensation Chair $22.5k; Compensation member $10k; QAC Chair $30k; QAC member $12k . |
Performance Compensation (Director Equity)
| Year | Equity Type | Grant Mechanics | Annual Shares Granted | Fair Value Reported | Vesting | Ownership Guideline |
|---|---|---|---|---|---|---|
| 2024 | Restricted Stock (Director Automatic Stock Grant Program) | Quarterly grants; number set annually by Committee | 12,000 shares | $290,160 | Vests over 3 years beginning on 1st anniversary; unvested fully vests upon board departure (unless removed for cause) | Must maintain at least 33% of cumulative shares granted while serving . |
Notes:
- Director compensation is a mix of cash retainers plus time-based restricted stock; no director performance metrics are disclosed (director equity is not performance-conditioned). The Omnibus Incentive Plan prohibits dividends on unvested awards going forward and includes no option/SAR repricing without shareholder approval (strong governance features) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | None disclosed for Mr. Lamb . |
| Prior public boards | Not disclosed for Mr. Lamb . |
| Potential interlocks/conflicts | None disclosed for Mr. Lamb; proxy’s related-party section does not list any transactions involving Mr. Lamb . |
Expertise & Qualifications
- Financial expert: Board-designated “audit committee financial expert”; financially literate; extensive public-company CFO experience supports audit oversight and financial reporting integrity .
- Governance: Lead Independent Director; member of NCG Committee (succession planning, governance policy, board composition) .
- Industry/operational finance: Two decades-plus in med-tech and healthcare-adjacent finance roles .
Equity Ownership
| Holder | Total Beneficial Ownership | Composition Details | Ownership % |
|---|---|---|---|
| Scott E. Lamb | 49,535 shares | 44,535 common shares held directly; options to purchase 5,000 shares exercisable or exercisable within 60 days | <1% of outstanding shares (based on 34,431,889 shares outstanding) . |
Additional alignment and trading policies:
- Director stock ownership guideline: maintain at least 33% of cumulative director grants while serving .
- Hedging: Prohibited unless pre-approved by General Counsel and Board; insider trading policy in force .
Governance Assessment
-
Strengths
- Strong independence and oversight: Lead Independent Director plus Audit Chair designation and “financial expert” status; regular executive sessions across committees indicate robust independent oversight .
- Attendance and engagement: ≥75% attendance for all directors; full board presence at prior annual meeting .
- Director pay structure: Balanced mix of cash and multi-year vesting equity; clear director ownership guideline promotes alignment .
- Equity plan safeguards: No option/SAR repricing; no discounted options; no dividends on unvested awards; clear change-in-control treatment (target/pro rata) .
-
Watch items / potential investor considerations
- Combined CEO/Chair: Mitigated by a designated Lead Independent Director (Mr. Lamb), but investors often prefer an independent chair; continued monitoring of board independence practices is warranted .
- Share reserve expansion and overhang: 2025 Amended & Restated Plan seeks 3.275M additional shares; modeled available shares equal ~9.5% of shares outstanding, with total overhang ~9.6%—dilution risk to monitor alongside equity grant discipline .
- Director equity accounting disclosure inconsistency: While program terms state three-year vesting, a footnote shows “no stock awards outstanding” for certain directors as of 12/31/2024; investors may seek clarification on vesting/forfeiture accounting presentation versus plan terms .
-
Conflicts / Related-party
- No related-party transactions disclosed involving Mr. Lamb; family relationships disclosed in proxy do not involve him .
-
Committee effectiveness indicators
- Audit Committee met 5x in 2024 with 4 executive sessions; private access to auditors and management; oversight spans internal controls, cybersecurity risk, non-GAAP policy, ESG disclosure governance, and related-party pre-approvals; Lamb’s chair role and expert designation reinforce effectiveness .
Director Compensation (Detail – 2024)
| Name | Fees Earned (Cash) | Stock Awards (Fair Value) | Total |
|---|---|---|---|
| Scott E. Lamb | $67,500 | $290,160 | $357,660 |
Footnotes:
- Committee retainer schedule: Audit Chair $30,000; Audit Member $12,000; NCG Chair $15,000; NCG Member $7,500; Compensation Chair $22,500; Compensation Member $10,000; QAC Chair $30,000; QAC Member $12,000. Base non-employee director retainer: $30,000 .
- As of Dec 31, 2024, Lamb had no stock awards outstanding and 5,000 option awards outstanding (per proxy footnote) .
Board & Committee Activity (2024)
| Body | Meetings | Executive Sessions | Mr. Lamb’s Role |
|---|---|---|---|
| Board of Directors | 5 | Yes (without management) | Director; Lead Independent Director |
| Audit Committee | 5 | 4 | Chair; Financial Expert |
| Nominating & Corporate Governance | 6 | 4 | Member |
| Compensation Committee | 6 | 5 | Not a member |
| Quality Assurance & Compliance | 4 | — | Not a member |
Related Policies Impacting Governance
- Insider Trading & Hedging: Policy prohibits hedging/monetization without prior approval; insider trading policy filed as Exhibit to 10-K .
- Clawback: Company adopted clawback policy compliant with SEC/Nasdaq; applies to executives (board oversight role) .
Summary Implication for Investors
Mr. Lamb’s finance background and audit leadership (as both Lead Independent Director and Audit Chair) strengthen board oversight, risk, and reporting integrity. Lack of disclosed conflicts, solid attendance, and clear director equity ownership requirements bolster alignment; dilution from plan share increases and combined CEO/Chair structure are broader governance areas to monitor, partly mitigated by Lamb’s LID role and strong audit processes .