Martin J. Bonick
About Martin J. Bonick
Martin “Marty” J. Bonick, 51, is President and Chief Executive Officer of Ardent Health (ARDT) and serves on the Board of Directors; he has led the company since August 2020. He holds dual master’s degrees (Healthcare Administration and Information Management) from Washington University in St. Louis and a B.A. in Psychology from the University of Illinois . Under his leadership in 2024, Ardent delivered revenue growth of 10%, Adjusted EBITDA growth of 58%, and expanded Adjusted EBITDA margin by 260 bps; from the IPO (7/18/24) to 12/31/24, TSR was +6% versus the S&P Health Care Index at -6% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| PhyMed Healthcare Group | Chief Executive Officer | 2017–2020 | Led a national anesthesia/pain management provider; scaled physician services operations |
| Community Health Systems | Division President; VP of Operations | 2014–2017; 2011–2014 | P&L leadership and multi-hospital operating oversight in large U.S. hospital network |
| Jewish Hospital & St. Mary’s Healthcare | Executive leadership roles | Prior to 2011 | Hospital and system leadership experience in integrated delivery |
| OSU Medical Center (Hillcrest HCS affiliate) | Executive leadership roles | Prior to 2011 | Operations leadership within Ardent‑affiliated system (Hillcrest) |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Federation of American Hospitals | Board Member | Sep 2020 | Trade association governance role |
| Ensemble Health Partners (Ensemble RCM, LLC) | Board Member | Jul 2023 | Revenue cycle management company |
| Community Hospital Corporation | Board Member | Jun 2021 | Nonprofit system advisory |
| Via College of Medicine – Auburn | Advisory Board | Aug 2015 | Medical education advisory role |
Fixed Compensation
| Metric | 2023 | 2024 | As of Apr 15, 2025 | Notes |
|---|---|---|---|---|
| Base Salary ($) | $988,623 | $1,060,485 (paid) | $1,076,000 (rate) | 2025 base unchanged vs YE 2024 |
| 401(k) Company Match ($) | $13,200 | $13,200 | — | Safe harbor plan; no SERP/deferral programs |
Performance Compensation
Annual Incentive (STI) – 2024 Design, Results, and Payout
| Indicator | Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout % |
|---|---|---|---|---|---|---|---|
| Financial | Adjusted EBITDAR ($M) | 50% | $521.78 | $613.86 | $705.94 | $661.8 (normalized) | 152.1% |
| Financial | Profit Margin Improvement | 25% | 10.0% | 10.5% | 11.1% | 11.1% | 150.0% |
| Quality/Experience | Composite index (6 measures) | 25% | 0.85 | 1.00 | 1.15 | 1.12 | 111.6% |
| Formulaic Corporate Payout | — | 90% of plan | — | — | — | 141.44% | 141.44% |
| Executive | 2024 Salary | Target Bonus % | Committee‑Approved Payout (% of target) | 2024 Bonus ($) |
|---|---|---|---|---|
| Marty Bonick (CEO) | $1,076,000 | 125% | 100% (negative discretion from 141.44%) | $1,345,300 |
Notes:
- Committee applied negative discretion to normalize for late‑year approval of New Mexico directed payment program not embedded in targets .
- 2025 STI retains metrics/weights; all Corporate metrics now have 200% cap; minimum EBITDAR must be met for any payout .
Long‑Term Incentives (LTI)
2024 LTI (granted 7/18/24)
| Award | Mix | Target Value ($) | Vesting/Performance |
|---|---|---|---|
| RSUs | 35% | $1,581,720 | 1/3 on Mar 31 of 2025/2026/2027, service‑based |
| PRSUs | 65% | $2,937,480 | 2‑year performance (FY24–FY25): 60% Adjusted EBITDAR, 40% Net Revenue; 50–200% payout; service through 12/31/26 |
2025 LTI (granted 4/1/25)
| Award | Value ($) | Shares (#) | Key Terms |
|---|---|---|---|
| RSUs | $1,750,000 | 134,927 | 1/3 annual vesting on grant anniversaries |
| PRSUs (target) | $3,250,000 | 239,499 | 1‑year performance (FY25) on Adjusted EBITDAR (60%) and Net Revenue (40%), 50–200% payout; 3‑year service; 3‑yr relative TSR modifier; vest 4/1/2028 |
Pay‑for‑performance context: In 2024 Ardent achieved +10% revenue growth, +58% Adjusted EBITDA growth, and +260 bps EBITDA margin expansion, while CEO “compensation actually paid” (CAP) reflected equity mark‑to‑market sensitivity; TSR from IPO to 12/31/24 was +6% vs S&P Health Care Index −6% .
Equity Ownership & Alignment
| Ownership/Equity Detail | Amount | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 939,106 | <1% of shares outstanding; includes 32,960 shares issuable upon RSU vest on 3/31/25 |
| Unvested RSAs (legacy Class C) | 659,151 sh; $11.26m MV | Converted at IPO; vest in three equal installments on Mar 31 of 2025/2026/2027 (Class C‑2) and quarterly for remaining Class C‑1 schedules; MV at $17.08 (12/31/24) |
| 2024 RSUs (unvested) | 98,881 sh; $1.69m MV | Vest 1/3 on 3/31/25/26/27 |
| 2024 PRSUs (target) | 183,636 sh; $3.14m payout value ref. | Performance FY24–FY25; service to 12/31/26; value shown per proxy table |
| Stock Ownership Guidelines | 5x base salary (CEO) | Executives must hold 50% of net shares until met; as of 12/31/24, NEO holdings substantially exceeded guidelines (Bonick included) |
| Insider Trading/Clawback | Policy in place; Dodd‑Frank compliant clawback | Mandatory recovery of erroneously awarded incentive comp on restatements, regardless of fault |
No pledging/hedging restrictions or pledged shares were disclosed; the company maintains a general Insider Trading Policy .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Amended and Restated Employment Agreement with AHS (a subsidiary), dated Jan 10, 2025; initial term through Dec 31, 2027 with auto 1‑year renewals |
| Base Salary | $1,076,000; bonus plan participation with 125% target in 2024; eligible for equity under 2024 Plan |
| Severance (non‑CIC) | 2x (base salary + target bonus) paid over 24 months; up to 18 months COBRA reimbursements |
| Severance (CIC “double‑trigger”) | 3x (base salary + target bonus) lump sum; up to 18 months COBRA reimbursements; CIC protection window: 6 months pre‑CIC to 18 months post‑CIC; best‑net 280G cutback |
| Potential Payments (12/31/24 ref.) | Termination w/o Cause or Good Reason: $7.15m total; CIC+Qual Term: $9.57m total; Disability: $5.36m; Death: $4.83m (includes equity treatment per award agreements) |
| Equity Vesting on Separation | RSUs vest on death/disability or Qual Term; PRSUs remain eligible to vest based on actual performance (specific amounts per table) |
| Clawback | SEC/NYSE compliant recoupment policy applies to incentive comp tied to financial reporting |
Potential payments table reference (CEO):
- Severance: $4,843,145 (non‑CIC) vs $7,264,717 (CIC+Qual Term); Health/Welfare: $36,000; RSU acceleration: $1,688,887; PRSU amount references: $581,093 (Qual Term), $3,136,503 (disability/death) .
Board Governance (Director Service and Roles)
| Attribute | Detail |
|---|---|
| Board Service | Director nominee slate lists Bonick (age 51) as President, CEO, and Director |
| Independence | Not independent (management); ARDT is a “controlled company” under NYSE; only audit committee must be independent |
| Committee Roles | Committees and memberships listed do not include CEO; no disclosed committee assignments for Bonick |
| Board Leadership | Separate Chair (Mark Sotir) and CEO structure; Board affirms separation is appropriate at this time |
| Attendance | 2024: Board held six meetings; each director attended ≥75% of meetings and committee meetings served |
| Director Compensation | CEO receives no additional Board pay |
Dual‑role implications:
- Governance risk is mitigated by separation of Chair/CEO; however, as a controlled company, ARDT is exempt from some NYSE independence requirements, concentrating influence with the controlling shareholder’s designees .
Director Compensation (for completeness)
- Non‑employee directors receive cash retainers and RSUs (annual and special in 2024); CEO receives no separate Board compensation .
Summary Compensation (CEO)
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 1,060,485 | 4,520,272 | 1,345,300 | 13,200 | 6,939,257 |
| 2023 | 988,623 | — | 1,207,454 | 13,200 | 2,209,277 |
Compensation Structure Analysis
- Equity‑heavy, performance‑linked mix: 2024 LTI 65% PRSUs tied to Adjusted EBITDAR and Net Revenue, supporting operating alignment; 2025 PRSUs moved to 1‑year performance with a 3‑year relative TSR modifier to balance goal‑setting uncertainty and market alignment .
- Sensible use of discretion: Committee reduced 2024 STI to 100% of target from a 141.44% formula to normalize for unbudgeted Medicaid directed payments; this reflects conservatism and credibility of pay outcomes .
- Market positioning: Philosophy aims for median total compensation versus peers; WTW as independent consultant with no conflicts; peer set includes CHS, UHS, Encompass, SCA, DaVita, etc. .
Vesting Schedules and Potential Selling Pressure
- Time‑based RSUs: Significant vesting dates on March 31, 2025/2026/2027 for 2024 RSUs; April 1 anniversaries for 2025 RSUs—potential supply windows .
- PRSUs: 2024 cycle vests 12/31/26 subject to FY24–FY25 performance; 2025 cycle service extends to 2028 with TSR modifier—less near‑term supply .
Risk Indicators and Red Flags
- Controlled company status reduces formal independence requirements; Chairman affiliated with controlling shareholder (EGI), which can influence nominations/committees .
- CIC economics: 3x cash multiple and accelerated RSU vesting can be sizable, but 280G best‑net provision avoids gross‑ups (shareholder‑friendly) .
- Clawback compliant with SEC/NYSE; no disclosed hedging/pledging prohibitions or pledges—monitor for future policy enhancements .
- Organizational change: June 2025 8‑K disclosed departure of President, Hospital Operations under Severance Plan terms—signals ongoing leadership adjustments beneath CEO level .
Say‑on‑Pay & Shareholder Feedback
- 2025: First say‑on‑pay vote proposed; Board recommends annual frequency . Results not yet disclosed.
Compensation Committee and Governance
- Compensation Committee (not required to be fully independent as a controlled company) met nine times in 2024; uses WTW as independent advisor; no conflicts determined .
Investment Implications
- Alignment: CEO ownership and large unvested equity (RSAs/RSUs/PRSUs totaling multi‑million market value) plus 5x salary ownership guideline support strong equity alignment; no disclosed pledging mitigates collateral risk .
- Incentive design: Core metrics (Adjusted EBITDAR, margin, quality) directly tie to value drivers in hospital operations; TSR modifier added in 2025 enhances market alignment; the committee’s conservative use of discretion increases confidence in pay outcomes .
- Retention: Contract term through 2027, robust but market‑standard severance/CIC protections, and multi‑year vesting across awards reduce near‑term CEO retention risk; watch March 31/April 1 vesting dates for incremental supply .
- Governance: Separation of Chair/CEO is positive; however, controlled company structure concentrates influence—monitor committee composition and related‑party dynamics (e.g., Ventas leases) for governance overhang and potential conflicts .
Data sources: ARDT 2025 DEF 14A (filed 4/8/25) [17:x], FY2024 10‑K (filed 2/27/25) [22:x], 8‑K (6/20/25) .