Alfred Lumsdaine
About Alfred Lumsdaine
Alfred Lumsdaine, 59, has served as Chief Financial Officer of Ardent Health Partners, Inc. since September 2021, overseeing enterprise finance and long‑range planning; he holds both B.S. and M.Acc. degrees in accounting from the University of Tennessee . In 2024, ARDT delivered revenue growth of 10%, Adjusted EBITDA growth of 58%, and +260 bps of adjusted EBITDA margin expansion; pay‑versus‑performance also shows 2024 Adjusted EBITDAR of $659M, net income of $300M, and first‑year TSR of $106 versus $94 for the S&P Health Care Index (base $100 from 7/18/2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ardent Health Partners | Chief Financial Officer | Sep 2021–Present | Leads financial oversight and long‑range plans |
| Quorum Health | EVP Finance; EVP & CFO | Feb–Mar 2018; Apr 2018–Jul 2021 | Oversaw hospital finance; led major financial restructuring and strategic initiatives |
| Sharecare | President, Population Health | 2016–2018 | Led population health business |
| Healthways | Controller; Chief Accounting Officer; CFO (various roles) | 2002–Aug 2016 | Nearly 15 years in senior finance roles |
| Logisco | Treasurer & Controller | 2000–2002 | Corporate finance leadership |
| Aegis Therapies | VP Corporate Finance | 1998–2000 | Corporate finance |
| Theraphysics | Corporate Controller | 1997 | Accounting leadership |
| Willis North America | Asst. VP Internal Audit | 1996–1997 | Internal audit leadership |
| Ernst & Young | External Audit (Healthcare focus) | 1988–1996 | Public accounting; healthcare audit specialization |
Fixed Compensation
| Item | 2024 | 2025 | Notes |
|---|---|---|---|
| Base salary | $628,000 | $660,000 (effective Apr 15, 2025; +5.1%) | |
| Target annual bonus (% of salary) | 75% | 75% (unchanged) | Corporate goals 90% weight; Individual 10% |
| Actual bonus paid for 2024 performance | $571,192 | — | Committee used negative discretion to reduce plan payout to 100% of target |
| One‑time discretionary IPO bonus | $100,000 (paid in addition to above) | — | For IPO contributions |
| All other compensation (Company Savings Plan match) | $13,200 | — | Safe‑harbor 401(k) match |
Performance Compensation
- Annual bonus plan structure (Corporate Executive Bonus Plan): Corporate Goals 90% weight (Adjusted EBITDAR 50%; profit margin improvement 25%; Quality/Experience Index 25%); Individual goals 10%; no payout if <70% of Adjusted EBITDAR target . For 2024, formula outcome was 141.44% of target, but the Committee reduced to 100% to neutralize the late‑year New Mexico directed payment program approval not considered in initial goals .
2024 bonus metrics and results:
| Metric | Weight | Target | 2024 Actual | Payout % | Weighted payout |
|---|---|---|---|---|---|
| Adjusted EBITDAR ($M) | 50% | $613.86 | $661.8 (normalized for Epic) | 152.1% | 76.0% |
| Profit margin improvement | 25% | 10.5% | 11.1% | 150.0% | 37.5% |
| Quality/Experience Index | 25% | 1.00 | 1.12 | 111.6% | 27.9% |
| Formula subtotal | 141.44% | ||||
| Committee discretion | Reduced to 100% |
Equity Ownership & Alignment
- Beneficial ownership: 100,718 shares (<1%); includes 10,307 RSUs that vested on March 31, 2025 within 60 days of the March 28, 2025 record date .
- Stock ownership guidelines: 3x base salary for NEOs; must hold 50% of net shares until compliant; as of 12/31/2024, Lumsdaine’s holdings “substantially exceeded” the minimum .
- Clawback: Dodd‑Frank/SEC/NYSE‑compliant policy recoups erroneously awarded incentive pay upon a restatement, regardless of fault .
Unvested awards at 12/31/2024 and market values:
| Award type | Unvested units | Market value ($) |
|---|---|---|
| RSAs (converted Class C‑1, quarterly vest) | 13,941 | $238,112 (at $17.08) |
| RSAs (converted Class C‑2, vests 3/31/25‑27) | 43,943 | $750,546 |
| RSUs (7/18/2024 grant; vests 3/31/25‑27) | 30,922 | $528,148 |
| RSUs (9/25/2024 special retention; vests 9/25/25‑27) | 41,742 | $712,953 |
| PRSUs (2024 grant; perf 2024‑2025; service ends 12/31/2026) | 57,428 target | $980,870 target value (at $17.08) |
Key vesting dates that may create supply/settlement events:
- 3/31/2025, 3/31/2026, 3/31/2027: 2024 RSUs vest in ~equal thirds (incl. ~10,307 on 3/31/2025) .
- 9/25/2025, 9/25/2026, 9/25/2027: Special RSUs vest in equal thirds .
- 3/31/2025, 3/31/2026, 3/31/2027: RSAs from converted Class C‑2 vest in equal thirds .
- Quarterly (through remaining 5‑year schedule): RSAs from converted Class C‑1 vest quarterly .
Performance Compensation (Equity)
Grant history and design:
| Date | Vehicle | Target/Units | Grant date fair value ($) | Key performance or vesting terms |
|---|---|---|---|---|
| 7/18/2024 | RSUs | 30,922 | $494,752 | Vests 1/3 on 3/31/2025, 3/31/2026, 3/31/2027 |
| 7/18/2024 | PRSUs | 57,428 target; 50–200% payout | $918,848 (at target) | Metrics: Adjusted EBITDAR (60%), Net Revenue (40%); 2‑year perf (2024–2025); service to 12/31/2026 |
| 9/25/2024 | RSUs (special retention) | 41,742 | $807,290 | Vests 1/3 on 9/25/2025, 9/25/2026, 9/25/2027 |
| 4/1/2025 | RSUs | 53,971 | $700,000 | Vests 1/3 annually from grant date |
| 4/1/2025 | PRSUs | 95,800 target; 50–200% payout | $1,300,000 (at target) | 1‑year perf (2025) on Adjusted EBITDAR (60%) and Net Revenue (40%) with a 3‑year relative TSR modifier; vests 4/1/2028 (service‑based) |
Award treatment on termination/CIC:
- RSUs: Vest upon disability, company without cause, or resignation for good reason; full vest on disability; unvested RSUs vest in these cases; standard plan terms apply .
- PRSUs (2024 grants): Pro‑rata eligible to vest based on actual performance at the end of the period if terminated without cause/for good reason; full eligible to vest on disability or death (based on actual performance) .
- Converted RSAs (Class C‑1): Next quarterly tranche vests if terminated without cause; full acceleration upon change in control .
- Converted RSAs (Class C‑2): Forfeit if service terminates for any reason (no acceleration except as provided under plan/CIC where applicable) .
Employment Terms
- Amended & Restated Employment Agreement effective Jan 10, 2025; initial term through Dec 31, 2027 with automatic one‑year renewals; base salary set at $628,000 (subject to increase); eligible for annual bonus under Corporate Executive Bonus Plan (target 75%) and equity awards under 2024 Plan .
- Severance economics (subject to release and restrictive covenants):
- Without cause/for good reason: 1.5x (base + target bonus) paid over 18 months + up to 18 months COBRA reimbursement .
- In connection with a change in control: 2.0x (base + target bonus) lump sum + up to 18 months COBRA reimbursement; “in connection with” window runs from 6 months prior (or earlier on LOI execution) to 18 months post‑CIC; 280G best‑net (pay full or cut to avoid excise tax, whichever is better after‑tax) .
- Potential payouts (as if 12/31/2024 event):
| Scenario (12/31/2024) | Cash severance | Health & welfare | Accelerated RSAs C‑1 | Accelerated RSUs | PRSUs value assumption | Total |
|---|---|---|---|---|---|---|
| Termination without cause/Good Reason (CIC) | $2,198,924 | $36,000 | — | $1,241,101 | $181,724 (target) | $3,657,749 |
| Termination without cause/Good Reason (non‑CIC) | $1,649,193 | $36,000 | $39,685 | $1,241,101 | $181,724 (target) | $3,147,703 |
| Disability | $314,132 | — | — | $1,241,101 | $980,870 (actual at 12/31/24) | $2,536,103 |
| Death | — | — | — | $1,241,101 | $980,870 (actual at 12/31/24) | $2,221,971 |
Note: RSAs/RSUs valued at $17.08 (12/31/2024 close); PRSUs shown at target for CIC/non‑CIC terminations and at actual as of 12/31/24 for disability/death per proxy methodology .
Compensation Structure Notes
- 2024 “Corporate Goals” emphasized Adjusted EBITDAR (50%), profit margin (25%), and quality/patient experience (25%); failure below 70% of Adjusted EBITDAR target eliminated payouts; Committee applied negative discretion to avoid windfall from late‑year NM payment approval .
- 2025 updates: Maximum payout for each corporate metric standardized at 200%; PRSU performance period shortened to one year due to regulatory uncertainty, with a three‑year relative TSR modifier to align with long‑term shareholder outcomes; mix remains 65% PRSU / 35% RSU .
- Compensation peer group for benchmarking included Acadia, CHS, DaVita, Encompass, Ensign, Quest, Select Medical, Surgery Partners, UHS, Brookdale Senior Living .
- Controlled company status under NYSE (EGI‑AM >50% voting power) – not required to maintain majority‑independent Board or independent compensation committee, though Audit remains independent .
Investment Implications
- Pay‑for‑performance alignment looks solid: 2024 plan weighted to EBITDAR, margin, and quality; negative discretion to 100% of target signals discipline and reduces windfall risk .
- Equity mix skews to PRSUs (65%) with performance on EBITDAR and revenue, and 2025 adds a 3‑year relative TSR modifier—this increases alignment but may add variability to realized pay if macro headwinds hit utilization/mix .
- Near‑term supply from vesting: multiple tranches in Mar and Sep each year (RSUs, RSAs) could create periodic settlement/selling pressure; 2024 PRSUs cliff‑deliver after 12/31/2026 based on two‑year performance .
- Retention risk moderated: 2024 special RSUs were granted to offset conversion shortfalls at IPO price and support retention; severance of 1.5x (2x CIC) for CFO is market‑typical, with pro‑rata PRSU eligibility on qualified severance events .
- Governance protections: Stock ownership guidelines (3x salary) met; Dodd‑Frank clawback in place; no pledging/hedging exceptions disclosed in the proxy, though an insider trading policy is in force .
- Company execution tailwinds under CFO oversight: 2024 revenue +10%, Adjusted EBITDA +58%, margin +260 bps; Pay‑versus‑Performance shows positive TSR versus peer index since listing, supportive of incentive designs emphasizing EBITDAR and revenue growth .