Rahul Sen

About Rahul Sen

Rahul Sen (age 34) has served as an independent director of Ardent Health Partners, Inc. since November 2020. He is a Managing Director at Equity Group Investments (EGI), sourcing and structuring investments and serving on multiple portfolio company boards; he holds a BBA from Wilfrid Laurier University. Tenure on ARDT’s board: ~5 years as of April 2025 .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mr. Sen qualifies as an independent director under NYSE rules despite his EGI affiliation; ARDT is a “controlled company” with EGI-AM >50% voting power, exempting it from certain NYSE requirements .
• Committee assignments (2024): Audit & Compliance Committee member (chair: William Goodyear); Compensation Committee member (chair: Ellen Havdala); not on Nominating or Quality Committees .
• Audit Committee independence: Sen qualifies for audit committee independence requirements .
• Attendance: Board held 6 meetings in 2024; each director attended at least 75% of Board and relevant committee meetings .
• Nomination source: Designated by controlling stockholder EGI-AM per Nomination Agreement .

Fixed Compensation

Program terms for non-employee directors: $100,000 annual cash retainer; Annual Director RSUs with grant date value $185,000; additional committee retainers (Audit Chair $30k/member $15k; Compensation Chair $20k/member $10k; Nominating Chair $15k/member $7.5k; Quality Chair $20k/member $10k). 2024 Annual Director RSUs vest on March 31, 2025; special Director RSUs granted to certain directors in Dec 2024, vest over three years; Sen did not receive special RSUs .

Performance Compensation

• Not applicable for directors; ARDT’s director equity is time-based RSUs with 12-month vesting (2024 Annual Director RSUs vest March 31, 2025). No performance-based PRSUs are disclosed for directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Private equity and transaction structuring, multi-sector board experience across logistics, energy, infrastructure, and specialty manufacturing .
• Strategy/analytics and operating exposure through IBM, startups, and financial institutions .
• Business administration degree (Wilfrid Laurier University) .

Equity Ownership

Governance Assessment

• Strengths:

  • Determined independent under NYSE despite EGI affiliation; serves on audit committee satisfying independence criteria .
  • Active committee participation (Audit & Compliance; Compensation); Board/committees met frequently in 2024; ≥75% attendance threshold met .
  • Director pay structure tied to standard retainers and time-based RSUs; no special RSUs granted to Sen, limiting retention windfalls .

• Risks/RED FLAGS:

  • Controlled company governance: EGI-AM nominates majority and chairs; Compensation and Nominating committees can be majority EGI designees, potentially concentrating influence; Sen is an EGI MD, raising perceived conflicts despite independence determination .
  • Ownership alignment: Below director stock ownership guideline as of Dec 31, 2024 (with permitted timeline to 2029), limiting immediate “skin-in-the-game” optics .
  • Related party exposure: Ongoing Services Agreement granting EGI-AM access and indemnities; extensive Ventas-related leases and covenant constraints add structural risk to ARDT (contextual governance environment) .

• Compensation Committee process:

  • Use of Willis Towers Watson as independent consultant; committee reported no conflicts; but as a controlled company, compensation committee includes non-independent members (EGI designees) which may affect perceived independence of pay decisions .

• Shareholder alignment policies:

  • Stock ownership guidelines (5x retainer) and clawback policy exist; Sen must meet guideline by 2029; clawback applies to executives (contextual governance strength though not director-specific performance pay) .