Teri Fontenot
Director at AMN
Board
About Teri G. Fontenot
Teri G. Fontenot, age 71, has served on AMN’s Board since 2019 and is the Audit Committee Chair and an SEC-defined Audit Committee Financial Expert, bringing 30+ years of healthcare and finance leadership, including CEO and CFO roles in multiple hospitals, notably Woman’s Hospital (1996–2019) . The Board deems her independent; it specifically reviewed AMN’s arm’s‑length commercial relationship with Orlando Health, where she is an independent director, and concluded the ~$4.5M fees received in 2024 fell within AMN’s categorical independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Woman’s Hospital (largest independently‑owned women’s and infant hospital in U.S.) | President & CEO | Mar 1996 – Mar 2019 | Led comprehensive subspecialty services to women; strategic leadership |
| Woman’s Hospital | EVP & CFO | 1992 – 1996 | Senior financial leadership |
| Three hospitals in LA and FL | CFO | 1985 – 1992 | Financial oversight and operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amerisafe, Inc. (public) | Director | Jun 2016 – present | Audit, Risk, and Governance Committees |
| Bitcoin Depot, Inc. (public) | Director | Jul 2024 – present | Audit Committee Chair |
| Orlando Health, Inc. (not‑for‑profit) | Director | Sep 2021 – present | Executive and Clinical Quality Committees |
| Baton Rouge Water Company (private) | Director | 2009 – present | Board service |
| LHC Group, Inc. (public; sold 2023) | Director | 2019 – 2023 | Clinical Quality and Corporate Development Committees; Audit Chair |
| Landauer (formerly public; sold 2017) | Director | — | Audit and Governance Committee |
| Federal Reserve Bank of Atlanta (Sixth District) | Board service | 2004 – 2009 | Audit Committee Chair (2 years) |
| Louisiana Hospital Association | Board service | — | Chairperson (2002) |
| American Hospital Association | Board service | — | Chairperson (2012) |
Board Governance
- Committee leadership: Audit Committee Chair; Audit members include Mark G. Foletta, Daphne E. Jones, and Jorge A. Caballero .
- 2024 Audit Committee activity and attendance: 9 meetings; Fontenot’s attendance 97%; oversight areas include internal controls, financial reporting, technology/cyber risk, enterprise risk, and independent auditor relationship .
- Independence determination: Board reviewed AMN’s ongoing client relationship with Orlando Health (~$4.5M fees in 2024) and affirmed Fontenot’s independence under AMN’s categorical standards and NYSE rules .
- Board engagement and attendance: Board met 6 times in 2024, took 3 actions by unanimous written consent; directors attended 98% of aggregate Board/committee meetings; executive sessions at each regularly scheduled Board meeting; directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 90,000 | Independent directors paid quarterly; no meeting fees |
| Audit Committee Chair retainer | 30,000 | Additional to base retainer |
| Total fees paid in cash (2024) | 120,000 | Sum of base and chair retainer |
| All other compensation (2024) | 1,000 | Charitable donation via AMN Impact Fund; no personal financial benefit |
Director cash retainer schedule: Independent Director $90,000; Audit Chair $30,000; Talent & Compensation Chair $20,000; Governance & Compliance Chair $15,000; Board Chair $150,000 .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting | Deferral Option | Options Outstanding |
|---|---|---|---|---|---|---|
| Time‑vested RSUs | Apr 19, 2024 | 3,019 | 169,970 | Earlier of 1‑yr anniversary or 2025 Annual Meeting, service‑based | Directors may defer settlement until separation from Board | None as of Dec 31, 2024 |
- Director compensation mix: Equity represented 62% of Independent Directors’ average total compensation in 2024 (committee retainers excluded in mix chart) .
- Performance metrics: Director RSUs are time‑based; no performance metrics disclosed for director equity awards .
Other Directorships & Interlocks
| Entity | Relationship to AMN | Exposure/Note |
|---|---|---|
| Orlando Health (Fontenot director) | AMN client | ~$4.5M fees received by AMN in 2024; arm’s‑length; within categorical independence standards; Board affirms independence |
No other related‑party transactions tied to Fontenot are disclosed; the Governance & Compliance Committee reviews related party transactions and oversees ethics/compliance programs .
Expertise & Qualifications
- Skills & Qualifications: Finance/Audit, Healthcare Industry, Government/Policy Advocacy, C‑Suite Leadership, Human Capital Management .
- Audit Committee Financial Expert designation (SEC rules) .
- Deep operating and financial experience as hospital CEO/CFO .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (Common Stock), Mar 4, 2025 | 14,211 shares; <1% of class | Beneficial ownership definition includes rights to acquire within 60 days |
| RSUs held (incl. deferred), Dec 31, 2024 | 9,653 units | Director RSUs; time‑based |
| Director ownership guideline | ≥5x annual cash retainer (≥$450,000) | Applies to non‑management directors |
| Fontenot ownership multiple | 3.1x | Does not meet 5x target yet; compliant via 50% net‑vest retention rule |
| Options outstanding | None | Directors had no options outstanding at YE2024 |
| Pledging/Hedging | Prohibited by policy; none pledged | CG Guidelines and Trading Policy ban pledging/hedging; directors’ shares not pledged |
Governance Assessment
-
Strengths:
- Audit Chair with SEC financial expert status; robust oversight of financial reporting, cybersecurity, and enterprise risk; high committee attendance (97%) in 2024 .
- Extensive healthcare operator background (CEO/CFO), enhancing industry insight and client‑centric strategy oversight .
- No pledging/hedging of AMN stock; strong policies reduce misalignment risk .
-
Alignment and incentives:
- Director pay emphasizes equity; RSUs granted annually (3,019 units in 2024; $169,970 fair value), aligning with long‑term shareholder interests .
- Beneficial ownership (14,211 shares) plus RSUs (9,653) support skin‑in‑the‑game, though below 5x guideline (currently 3.1x); compliance achieved via mandatory retention of 50% net‑vested shares until threshold met .
-
Potential conflicts/RED FLAGS:
- Related‑party exposure via Orlando Health directorship; AMN received ~$4.5M in 2024 fees. Board deemed arm’s‑length and within independence standards, but the relationship warrants ongoing monitoring due to quantum and perceived interlock risk .
- Ownership guideline shortfall (3.1x vs 5x) could be perceived as lower alignment; mitigation via retention requirement and ongoing equity grants .
Overall, Fontenot’s audit leadership, financial expertise, and healthcare operator background support board effectiveness, with manageable conflict risk mitigated by independence determinations and policies; continued progress toward the 5x ownership guideline would be a positive signal for investor confidence .