Ethan Chernin
About Ethan Chernin
Ethan Chernin, age 42, serves as President, Health Services at Ardent Health Partners, Inc. (ARDT) since May 2024, overseeing physician practices, clinic operations, ambulatory strategy, and supporting the company’s evolution toward value-based care . He holds a B.A. in political science from the University of Michigan and an MBA in health systems management from Case Western Reserve University; prior roles include senior leadership at Healthmap Solutions, BayCare Health System/BayCare Physician Partners, Cleveland Clinic, and University Hospitals . Company performance context for FY2024: revenue growth 10%, adjusted EBITDA growth 58%, adjusted EBITDA margin expansion of 260 bps; short-term incentive payouts for NEOs were reduced to 100% of target via negative discretion despite above-target formulaic outcomes, aligning pay-for-performance with quality and margin priorities . Long-term incentives emphasize Adjusted EBITDAR and net revenue, with a 2025 addition of a three-year relative TSR modifier to enhance stockholder alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Healthmap Solutions, Inc. | SVP, Population Health & Value Improvement | Oct 2020–May 2024 | Led provider engagement strategies, payor partnerships, and population health initiatives |
| BayCare Health System | VP, Population Health | Jul 2014–Sep 2020 | Advanced population health across a 16-hospital system |
| BayCare Physician Partners | Chief Operating Officer | Jul 2014–Sep 2020 | Operated a clinically integrated network and ACO |
| Cleveland Clinic | Senior leadership roles | — | Health system leadership (details not further disclosed) |
| University Hospitals (Cleveland) | Senior leadership roles | — | Health system leadership (details not further disclosed) |
External Roles
No public company directorships or external board roles for Chernin disclosed in ARDT’s 2025 proxy .
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base Salary | $600,000 (offer letter) | $618,000 as of April 15, 2025 |
| Target Bonus % (Corporate Executive Bonus Plan) | 75% of base salary | 75% of base salary (unchanged) |
| Actual Bonus Paid (for 2024 performance, paid Mar 2025) | $268,037 (prorated; final payout set to 100% of target) | — |
| Sign-on Bonus | $50,000 (paid after first month) | |
| Annual Equity Grant Target Value | 1.25× annual base salary | RSU/PRSU values and counts shown in Performance Compensation |
Performance Compensation
Short-Term Incentive (Corporate Executive Bonus Plan – 2024)
| Metric | Weight | Target | Actual | Payout % | Weighted Payout % |
|---|---|---|---|---|---|
| Adjusted EBITDAR ($M) | 50% | $613.86 | $661.8 (normalized for Epic expenses) | 152.1% | 76.0% |
| Profit Margin Improvement | 25% | 10.5% | 11.1% | 150% | 37.5% |
| Quality/Experience Index | 25% | 1.00 | 1.12 | 111.6% | 27.9% |
| Formulaic Total | — | — | — | — | 141.44% (pre-discretion) |
| Committee Discretion | — | — | — | — | Reduced to 100% to adjust for New Mexico state directed payment program impact |
Individual goals: weighted 10% of total; target achieved for all NEOs in 2024 . Chernin’s 2024 bonus was prorated due to his May 28, 2024 start .
Long-Term Incentives
| Award | Metric/Design | Weighting | Performance Period | Vesting/Service Period | Vest/Settlement |
|---|---|---|---|---|---|
| 2024 PRSU (granted 7/18/2024) | Adjusted EBITDAR and net revenue | 60% EBITDAR / 40% net revenue | Cumulative 2024–2025 | Service through 12/31/2026 | 50–200% of target via linear interpolation; forfeiture below threshold |
| 2024 RSU (granted 7/18/2024) | Time-based | — | — | Vests 1/3 on 3/31/2025, 3/31/2026, 3/31/2027 | Continuous service required |
| 2025 PRSU (granted 4/1/2025) | Adjusted EBITDAR and net revenue + 3-year relative TSR modifier | 60% EBITDAR / 40% net revenue; TSR modifier added | One-year (financial metrics), TSR over 3 years | Vests 4/1/2028 | 50–200% payout; no shares below threshold |
| 2025 RSU (granted 4/1/2025) | Time-based | — | — | Vests in one-third increments on each anniversary of grant | Continuous service required |
Grant Detail – Chernin
| Grant | Date | Type | Shares / Target | Value |
|---|---|---|---|---|
| Annual equity – 2024 | 7/18/2024 | RSU | 16,406 | Grant-date fair value $262,496 |
| Annual equity – 2024 | 7/18/2024 | PRSU (target) | 30,470 | Grant-date fair value $487,520 |
| Annual equity – 2025 | 4/1/2025 | RSU | 20,914 | $271,250 |
| Annual equity – 2025 | 4/1/2025 | PRSU (target) | 37,122 | $503,750 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 5,469 shares; less than 1% of class; includes RSUs vesting within 60 days of March 28, 2025 |
| Unvested RSUs at 12/31/2024 | 16,406; market value $280,214 at $17.08/share |
| Unearned PRSUs at 12/31/2024 | 30,470; market/payout value $520,428 at $17.08/share |
| Stock Ownership Guidelines | 3× annual base salary for NEOs; must hold 50% of shares acquired until compliance |
| Compliance Status | As of 12/31/2024, Chernin had until July 18, 2029 to meet guideline (joined in 2024); divestiture restrictions apply until guideline met |
| Insider Trading / Hedging/Pledging | Insider Trading Policy adopted; clawback policy compliant with SEC/NYSE; hedging/pledging restrictions not detailed in proxy |
Employment Terms
| Provision | Detail |
|---|---|
| Employment Instrument | Offer letter dated March 28, 2024; not party to a formal employment agreement |
| Base Salary | $600,000 per offer letter; increased to $618,000 effective April 15, 2025 |
| Incentive Eligibility | Corporate Executive Bonus Plan; 2024 prorated; target bonus 75% of base |
| Severance Plan | Upon termination without cause or for good reason: cash equal to 1.5× (base + target bonus), paid over 18 months; COBRA reimbursement up to 18 months |
| Change-in-Control (CIC) | Qualifying termination in CIC window: cash equal to 2× (base + target bonus) paid in lump sum; COBRA up to 18 months; 280G cutback/best-net provision |
| Potential Payments (illustrative, using $17.08 share price at 12/31/2024) | See table below |
| Clawback Policy | Mandatory recoupment of erroneously awarded incentive compensation after restatement, regardless of fault; SEC/NYSE compliant |
| Relocation/Other Compensation | $80,610 relocation allowance and temporary housing/moving costs in 2024 |
Potential Payments Upon Termination or CIC (Chernin)
| Type of Payment | CIC (no termination) | Termination w/o Cause or for Good Reason Following CIC | Termination w/o Cause or for Good Reason | For Cause/Resignation w/o Good Reason | Disability | Death |
|---|---|---|---|---|---|---|
| Severance | — | $1,710,000 | $2,280,000 | — | — | — |
| Health & Welfare (COBRA) | — | $36,000 | $36,000 | — | — | — |
| Accelerated RSU Vesting | — | $280,214 | $280,214 | — | $280,214 | $280,214 |
| Accelerated PRSU Vesting | — | $96,891 | $96,891 | — | $520,428 (eligible to vest based on actual performance) | $520,428 (eligible to vest based on actual performance) |
| Total | — | $2,123,105 | $2,693,105 | — | $800,642 | $800,642 |
Compensation Committee Analysis and Peer Group
- Compensation philosophy emphasizes performance linkage, market competitiveness, simplicity, and sustainable value creation; core metrics include Adjusted EBITDAR, margin improvement, and quality/experience index .
- Public peer group used for benchmarking included Acadia, Brookdale, Community Health Systems, DaVita, Encompass Health, Ensign Group, Quest Diagnostics, Select Medical, Surgery Partners, and Universal Health Services .
Investment Implications
- Pay-for-performance alignment: Chernin’s short-term bonus targets mirror ARDT’s Critical Indicators (Adjusted EBITDAR 50%, margin 25%, quality 25%), with 2024 payouts cut to target via negative discretion—positive for governance discipline as quality and margin targets were achieved above goal but financial plan benefited from state-directed payments .
- Retention risk moderate: Multi-year vesting on RSUs (March 31 tranches for 2024 grants; anniversary vesting for 2025 grants) and PRSUs (service through 2026/2028) plus stock ownership guidelines (3× salary with 50% hold requirement until 2029 deadline) incentivize tenure and limit near-term selling pressure .
- Trading signals: Upcoming equity settlements create potential supply at vest dates (e.g., 2025 RSU tranches on April 1 each year; PRSU vest on 12/31/2026 and 4/1/2028 subject to performance), but 50% holding until guideline compliance mitigates net sellable shares .
- Change-in-control economics: Severance under CIC at 2× (base + target bonus) plus equity acceleration mechanics are standard; presence of 280G cutback/best-net provision reduces excise tax risk optics .
- Governance safeguards: Mandatory clawback policy and insider trading policy are in place; absence of disclosed hedging/pledging or tax gross-ups for Chernin reduces red-flag risk in alignment analysis .