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0001220754
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2025-02-10
2025-02-10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 14, 2025 (February 10, 2025)
ModivCare Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34221
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86-0845127
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(State or other jurisdiction
of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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6900 E. Layton Avenue, 12th Floor
Denver, Colorado
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80237
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (303) 728-7012
N/A
(Former name or former address, if changed since last report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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MODV
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The NASDAQ Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
On February 10, 2025, the board of directors (the “Board”) of ModivCare Inc. (the “Company”) appointed Ms. Erin Russell as a member of the Board. The Board also appointed Ms. Russell to serve on the Audit Committee and Nominating and Governance Committee.
The Board determined that Ms. Russell satisfies the requirements provided in the Nasdaq Listing Rules and the criteria of the Board to be an independent director. As previously disclosed, on January 9, 2025, the Company entered into Amendment No. 5 (the “Fifth Amendment”) to its Credit Agreement, dated as of February 3, 2022. Pursuant to the Fifth Amendment, the Company has an obligation to appoint to the Board three directors acceptable to certain lenders party thereto, subject to certain conditions. There are no relationships or related party transactions between the Company and Ms. Russell, of the type required to be disclosed under applicable Securities and Exchange Commission rules.
Ms. Russell is an experienced public company board member, having served as a member of the board of directors of Kadant Inc., a global supplier of engineered systems, since January 2019. From 2020-2022, Ms. Russell served as a director, member of the compensation committee and the chair of the audit committee of Tivity Health, Inc., a publicly-traded provider of fitness and healthy life changing and digital engagement solutions that went private in 2022. She also serves as a director and chair of the audit committee and member of the compensation committee of eHealth, Inc., a publicly-traded leading online health insurance marketplace, since July 2021. She was a principal of Vestar Capital Partners, L.P. (“Vestar”), a leading private equity firm specializing in management buyouts, recapitalizations and growth equity investments, from August 2001 until April 2017. While at Vestar, Ms. Russell served on the boards of directors of a number of companies, including most recently as a director of DeVilbiss Healthcare LLC from 2012 until 2015, and as a director and a member of the audit committee of 21st Century Oncology Inc. from 2008 until 2016, including as the chair of the audit committee until 2014, both private healthcare companies. She also served as a director of DynaVox Inc., a communications device manufacturer, from 2004 until 2014, including serving as the chair of its audit committee until its initial public offering in 2010. Ms. Russell is also chair of the board of St. Thomas Aquinas Catholic School, where she has served since 2018, and has served on the advisory boards of McIntire School of Commerce since 2016, where she is the current chair, and the Jefferson Scholars Foundation at the University of Virginia since 2008.
Ms. Russell will receive standard compensatory and other agreements and arrangements provided to other non-employee directors of the Company, including prorated portions of the Company’s standard (i) $85,000 annual cash retainer for directors and (ii) equity retainer for directors targeting a full-year $130,000 value as of the date of grant.
Departure of Existing Director
On February 13, 2025, Neal Goldman resigned from the Board, effective as of February 13, 2025. His resignation is not a result of any disagreement with the Company.
In connection with his resignation from the Board, Mr. Goldman entered into a resignation and release agreement (the “Resignation and Release Agreement”) with the Company, dated as of February 13, 2025. Pursuant to the Resignation and Release Agreement, (a) the Company and Mr. Goldman each agreed to terminate that certain letter agreement, dated as of December 23, 2024 (the “Letter Agreement”), regarding Mr. Goldman’s service on the Board, except that the confidentiality and indemnification provisions of the Letter Agreement will survive, (b) the Company agreed to waive and release any and all claims arising out of the Letter Agreement and/or Mr. Goldman’s service on the Board (other than claims arising out of the breach of the confidentiality provisions of the Letter Agreement), and (c) Mr. Goldman agreed to waive and release any and all compensation claims under the Letter Agreement.
Item 7.01 Regulation FD Disclosure.
On February 14, 2025, the Company issued a press release announcing the appointment of Ms. Russell as described herein, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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99.1
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MODIVCARE INC.
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Dated: February 14, 2025
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By:
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/s/ Faisal Khan
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Name:
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Faisal Khan
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Title:
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Senior Vice President, General Counsel and Secretary
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Exhibit 99.1
Modivcare Announces Changes to Board of Directors
Financial and Healthcare Executive Erin L. Russell Brings Decades of Experience in Healthcare Capital Markets and Strategy
DENVER, February 14, 2025 (BUSINESS WIRE) – Modivcare Inc. (the “Company” or “Modivcare”) (Nasdaq: MODV), a technology-enabled healthcare services company providing a platform of integrated supportive care solutions focused on improving health outcomes, today announced that Erin L. Russell has been appointed to its board of directors (the “Board”), effective February 10, 2025. Ms. Russell brings more than 25 years of experience in the healthcare and financial sectors, with a distinguished track record in capital and credit markets. On the Board, Ms. Russell will be a member of the Audit and Nominating and Governance Committees.
“We are pleased to welcome Erin to Modivcare’s Board and look forward to working closely with her as the Company continues to transform its business to support future growth,” said Leslie Norwalk, Chair of the Board. “Erin’s deep expertise in the healthcare sector and her experience as a board member makes her a perfect fit for the Modivcare Board.”
Ms. Russell has extensive experience as an investment professional and board member. She spent 16 years as a principal of Vestar Capital Partners, L.P., a leading private equity firm, where she was a prominent leader of the healthcare team. During her time at Vestar, she evaluated more than 150 investment opportunities, executed numerous private- and public-market transactions, worked with management teams to create strategic plans and drive their implementation, and served as a member of multiple public and private boards. Her board experience in the healthcare sector includes eHealth, Inc. (Nasdaq: EHTH), Tivity Health Inc. (formerly traded on Nasdaq: TVTY), DeVilbiss Healthcare LLC, DynaVox Inc. and 21st Century Oncology Inc. Ms. Russell also serves on the board of Kadant Inc. (NYSE: KAI). Ms. Russell served as an industry advisor at Starboard Value Acquisition Corp. (NASDAQ: SVACU), a blank check company that completed a merger with Cyxtera Technologies in July 2021. Ms. Russell holds a bachelor’s degree in accounting from McIntire School of Commerce at the University of Virginia and a Master of Business Administration from Harvard Business School.
“I am honored to join Modivcare’s Board and bring to bear both my experience from across the healthcare industry and my experience assisting management teams to improve operations and financial outcomes,” said Ms. Russell. “I look forward to working with the Board and Modivcare’s leadership team to support Modivcare in its mission to increase access to healthcare across the United States.”
Additionally, the Company announced that Mr. Neal Goldman has resigned from his position on the Board, effective immediately. His resignation is not the result of any disagreement with the Company.
“Neal played a valuable role on the Modivcare Board during an important moment for the Company. We thank him and wish him the best in his future endeavors,” commented Leslie Norwalk.
Ms. Russell’s appointment is part of the Board’s previously announced plan to add three new independent directors, pursuant to its contractual obligations with its lenders. Modivcare is working with its lenders to identify the remaining two new Board candidates. The Board is committed to a continuous refreshment process, ensuring that the Board is comprised of members with a diverse range of skills and experiences that complement Modivcare's strategy.
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Exhibit 99.1
About Modivcare
Modivcare Inc. ("Modivcare" or the "Company") is a technology-enabled healthcare services company that provides a suite of integrated supportive care solutions for public and private payors and their members. The Company’s value-based solutions address the social determinants of health (SDoH) by connecting members to essential care services. By doing so, Modivcare helps health plans manage risks, reduce costs, and improve health outcomes. Modivcare is a provider of non-emergency medical transportation (NEMT), personal care services (PCS), and remote patient monitoring solutions (RPM). The company also holds a minority equity investment in CCHN Holdings (d/b/a Matrix Medical Network), an independent, at scale provider of comprehensive in-home health assessments in the U.S. To learn more about Modivcare, please visit www.modivcare.com.
Media Contact
Rachel Chesley / Victoria Zaharoff
ModivCareComms@fticonsulting.com
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