Peter Bynoe
About Peter Bynoe
Independent director of Ardent Health Partners since August 2015; age 74. Harvard College (BA, cum laude), Harvard Law School (JD), and Harvard Business School (MBA). Senior Advisor at DLA Piper; prior roles include Managing Director at Equity Group Investments (2014–2019), CEO of Rewards Network (2013–2014), and COO of Loop Capital Markets (2008–2013). The Board cites his strong legal and leadership experience across industries as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DLA Piper LLP (US) | Senior Advisor; previously Partner, Exec. Committee member, practice group leader | Since 1995 | Major infrastructure, corporate transactions |
| Equity Group Investments (EGI) | Managing Director | Sep 2014–Dec 2019 | Led strategic diversification into healthcare; oversaw portfolio cos. |
| Rewards Network (EGI portfolio) | Chief Executive Officer | Sep 2013–Aug 2014 | Financing/marketing services for U.S. restaurants |
| Loop Capital Markets | Chief Operating Officer | Jan 2008–Aug 2013 | Full-service investment bank/broker dealer operations |
| Denver Nuggets (NBA) | Owner & Managing General Partner | 1989–1992 | Team leadership and reorganization |
| Illinois Sports Facility Authority | Chair | Jan–Dec 2005 | Public infrastructure oversight |
| Chicago Commission on Landmarks | Chair | Feb 1984–Sep 1997 | Urban governance |
| Chicago Plan Commission | Chair | Oct 1997–Dec 2004 | Urban development planning |
External Roles
| Organization | Role | Tenure | Committees/Details |
|---|---|---|---|
| TKO Group Holdings (NYSE: TKO) | Director | Since Sep 12, 2023 | Compensation Committee member |
| Flagship Communities REIT (TSX: MHC.U) | Chair of the Board; Independent Trustee | Since 2020 | Board leadership |
| RUSH University System for Health | Trustee | Since Jan 1994 | Healthcare governance |
| Goodman Theatre | Life Trustee | Since Jan 1984 | Non-profit governance |
| Prior public boards | Director (Covanta, Frontier, Real Industry, JACOR, Uniroyal, River Valley Savings Bank) | Various 1991–2021 | Multiple sectors |
Board Governance
- Independence: Ardent is a “controlled company” (EGI-AM >50% voting power), but the Board determined eight independent directors in 2024; all except Bonick and Bulgarelli are independent, indicating Bynoe is independent under NYSE rules .
- Committees (2024):
- Nominating & Corporate Governance: Chair—Peter Bynoe; members Campion, Goodyear; Bulgarelli stepped down post-IPO; DeMichiei added Apr 2, 2025. Five meetings in 2024; charter available online .
- Compensation: Members Bynoe, Bulgarelli, Sen, Campion, Havdala (Chair); nine meetings; as a controlled company, not required to be solely independent; EGI-AM designees can comprise a majority per Nomination Agreement .
- Audit & Compliance: Chair—Goodyear; members Robinson, Sen, Webb; Bulgarelli stepped down post-IPO; DeMichiei added Apr 2, 2025; seven meetings; Audit Committee financial experts: Goodyear and DeMichiei .
- Board activity: Six Board meetings in 2024; each director attended 75%+ of Board/committee meetings served .
- Leadership: Chair—Mark Sotir; CEO—Marty Bonick; executive sessions at each regular meeting .
Fixed Compensation
| Year | Cash Fees (Board + Committees) | Equity Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $105,000 | $365,235 (Annual RSUs + Special Director RSUs) | $470,235 |
- Director program (post-IPO 2024 Program): Annual cash retainer $100,000; Annual Director RSUs grant-date value $185,000; additional annual cash retainers: Nominating Chair $15,000; Nominating member $7,500; Compensation Chair $20,000; Compensation member $10,000; Audit Chair $30,000; Audit member $15,000; Quality Chair $20,000; Quality member $10,000 .
Performance Compensation
| Equity Component | Grant/Status | Vesting Schedule | Notes |
|---|---|---|---|
| Annual Director RSUs | 2024 grants under 2024 Program | Vest Mar 31, 2025 (one-year vest for 2024 cycle to align with historical timing); generally 12-month vest thereafter; accelerates on Change in Control under 2024 Plan | |
| Special Director RSUs | Additional RSUs granted Dec 2024 | Vest in three equal tranches on Dec 12, 2025, Dec 12, 2026, Dec 12, 2027; similar acceleration/forfeiture terms as Annual RSUs | |
| RSUs outstanding (as of Dec 31, 2024) | 22,355 RSUs | N/A | Aggregate outstanding for Bynoe |
No director stock options or PSUs disclosed; director equity is time-based RSUs under the 2024 Program .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| Ardent Health Partners (NYSE: ARDT) | Director; Nominating Chair; Compensation Committee member | Controlled company; EGI-AM nomination rights; EGI-AM designees can comprise a majority of Nominating/Compensation Committees |
| TKO Group Holdings (NYSE: TKO) | Director; Compensation Committee member | External comp oversight; no disclosed related-party links to ARDT |
| Flagship Communities REIT (TSX: MHC.U) | Chair of the Board | Independent trustee; no ARDT transactional ties disclosed |
Expertise & Qualifications
- Legal, finance, and operating leadership across law, private equity, investment banking; NBA franchise leadership; extensive public and non-profit board service .
- Education: Harvard College (BA, cum laude), Harvard Law School (JD), Harvard Business School (MBA); Illinois Bar; registered real estate broker .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | RSUs Included (vesting within 60 days) | RSUs Outstanding (Dec 31, 2024) | Ownership Guideline Compliance |
|---|---|---|---|---|---|
| Peter Bynoe | 77,427 | <1% | Includes RSUs vesting within 60 days of Mar 28, 2025 | 22,355 RSUs | Non-employee directors must hold 5x annual cash retainer; as of Dec 31, 2024, all non-employee directors except Sotir and Sen exceeded the guideline (Bynoe in compliance) |
Governance Assessment
- Strengths: Independent status; chairs Nominating Committee; strong attendance (≥75%); meaningful equity holdings exceeding ownership guidelines; director equity with clear vesting schedules improves alignment .
- Controlled company dynamics: EGI-AM’s Nomination Agreement allows EGI designees to comprise a majority of the Nominating and Compensation Committees while EGI-AM owns >50% voting power; this can reduce perceived independence of committee oversight despite formal independence determinations .
- Compensation signals: Introduction of Special Director RSUs in Dec 2024 for retention following IPO; watch for ongoing use of retention equity that could reduce at-risk alignment if not tied to performance .
- Related-party/transactions: No specific related-party transactions disclosed for Bynoe (e.g., law firm engagements) in the proxy; Audit & Compliance Committee oversees related-party reviews .
- Board structure: Chair and CEO roles separated; executive sessions held at each regular meeting; this supports independent oversight .
Notes on Data Coverage
- Director compensation, ownership, committee roles, independence, and attendance sourced from Ardent’s 2025 definitive proxy statement (DEF 14A) filed April 8, 2025 .
- External directorships and TKO committee assignments verified via company investor relations sites and Flagship Communities REIT .
- No Form 4 insider trade table is included; proxy provides beneficial ownership and RSUs outstanding as of March 28, 2025 and December 31, 2024, respectively .