Robert A. DeMichiei
About Robert A. DeMichiei
Robert A. DeMichiei (age 60) was appointed as an independent director of Ardent Health (NYSE: ARDT) effective April 2, 2025, and serves on the Audit & Compliance Committee and the Nominating & Corporate Governance Committee . He is a former EVP & CFO of University of Pittsburgh Medical Center (UPMC) (2004–2020), with prior roles at General Electric (1997–2004) and PricewaterhouseCoopers (1987–1997) . He is a graduate of the University of Pittsburgh . The Board determined he qualifies as an “audit committee financial expert” and that his service on audit committees of ARDT and two other public company boards does not impair his effectiveness on ARDT’s Audit & Compliance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Pittsburgh Medical Center (UPMC) | EVP & CFO | 2004–2020 | Led strategic initiatives in M&A, supply chain, and revenue cycle improvements |
| General Electric (GE) | Various leadership roles | 1997–2004 | Finance and operations leadership |
| PricewaterhouseCoopers | Roles in professional services | 1987–1997 | Audit/consulting experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waystar Holding Corp. (Nasdaq: WAY) | Director | Since Jan 2020 | Healthcare payments software board experience |
| Ampco-Pittsburgh Corporation (NYSE: AP) | Director | Since May 2022 | Industrial manufacturing board experience |
| Auto Club Enterprises/AAA | Director | Since Oct 2021 | Insurer/member services governance |
| Health Catalyst, Inc. (Nasdaq: HCAT) | Strategic Advisor | Current | Data/analytics in healthcare |
| Omega Healthcare Management Services | Strategic Advisor | Current | Revenue cycle/clinical services advisory |
| Prodigo Solutions, Inc. | Founder/former director | Prior | Supply chain/data enablement tech |
| United Way of Southwestern Pennsylvania | Former Chair; current board member | Current | Nonprofit governance |
| Seton Hill University Board of Trustees | Finance Committee Chair | Current | Financial oversight |
| Advanced Leadership Institute | Treasurer & Finance Committee Chair | Current | Nonprofit financial leadership |
Board Governance
- Committee assignments: Audit & Compliance Committee member and Nominating & Corporate Governance Committee member (effective April 2, 2025) .
- Financial expertise: Board identified DeMichiei as an “audit committee financial expert” per SEC rules .
- Independence: Audit committee members (including DeMichiei) were determined independent under SEC/NYSE rules for audit membership .
- Attendance baseline: In 2024 the Board held six meetings; each director attended ≥75% of Board and committee meetings on which they served (DeMichiei joined in 2025) .
- Board leadership: Roles are separated (Chairman: Mark Sotir; CEO: Marty Bonick); each regular Board meeting includes an executive session of non-employee directors .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (Board) | $100,000 per year | Paid quarterly; pro-rated for partial year |
| Audit & Compliance Committee – member | $15,000 per year | Paid quarterly; member fee (chair is $30,000) |
| Nominating & Corporate Governance – member | $7,500 per year | Paid quarterly; member fee (chair is $15,000) |
| Other committee fees | As applicable | Compensation Committee member $10,000; Patient Safety & Quality of Care member $10,000; Board Chair $125,000 |
Mr. DeMichiei will receive compensation in accordance with the standard non-employee director program; his 2025 cash retainers are pro-rated from April 2, 2025 .
Performance Compensation
| Equity Award Type | Annual Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual Director RSUs | $185,000 grant-date value | Generally 12 months (2024 grants vest 3/31/2025) | Pro-rated for partial-year appointments; accelerates on change in control |
| Special Director RSUs (Dec 2024) | Additional RSUs to certain directors | Vest 12/12/2025, 12/12/2026, 12/12/2027 (three equal installments) | Retention-focused; similar acceleration/forfeiture terms as Annual RSUs |
ARDT does not grant performance-based equity (PSUs) or stock options to directors; director equity is time-vesting RSUs under the 2024 Program .
Other Directorships & Interlocks
- Public Boards: Waystar (WAY), Ampco-Pittsburgh (AP) .
- Private/Nonprofit Boards: Auto Club Enterprises/AAA; United Way of Southwestern Pennsylvania; Seton Hill University; Advanced Leadership Institute .
- Board view on capacity/conflicts: Board determined his service on ARDT and two other public company audit committees “does not impair his ability” to serve effectively on ARDT’s Audit & Compliance Committee .
Expertise & Qualifications
- Healthcare finance/operations leadership, including M&A, supply chain, and revenue cycle optimization at UPMC .
- Recognized “audit committee financial expert”; deep public company audit committee experience .
- Technology/data analytics exposure via advisory roles (Health Catalyst) and supply chain tech (Prodigo) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares outstanding (record date 3/28/2025) | 142,750,013 | Common stock outstanding at record date |
| DeMichiei beneficial ownership (as of 3/28/2025) | — | Joined 4/2/2025; no shares reported as of record date |
| Director ownership guidelines | 5x annual cash retainer | Must hold 50% of shares from awards until guidelines met; compliance timeline tied to IPO date and appointment timing |
| Related conditions | No hedging/pledging policy noted in proxy section | Insider Trading Policy governs directors’ transactions |
Attempted to retrieve Form 4 insider filings for DeMichiei post-appointment; API access was unauthorized. Equity ownership reflects proxy disclosure as of 3/28/2025 and policy framework .
Governance Assessment
-
Positives:
- Independent audit committee membership with two designated “financial experts” (Goodyear and DeMichiei), strengthening financial oversight .
- Separate Chair/CEO roles and routine executive sessions bolster independent oversight .
- No related-party transactions or appointment arrangements involving DeMichiei disclosed under Item 404(a) .
- Strong director compensation alignment via equity RSUs and 5x-retainer stock ownership guideline to reinforce long-term alignment .
-
Risks/Red Flags to monitor:
- Controlled company status (EGI-AM >50% voting power) reduces certain NYSE governance requirements (e.g., majority independent board), potentially limiting minority investor protections .
- Nomination Agreement grants EGI-AM and Ventas ongoing nomination and committee composition rights, concentrating influence over board and committees .
- Significant related-party exposure with Ventas through historic sale-leaseback and ongoing lease obligations (aggregate payments due ≥$111.6M after 1/1/2025), requiring vigilant audit committee oversight of related-party transactions .
Committee Assignments and Engagement
| Committee | Role | Notes |
|---|---|---|
| Audit & Compliance | Member; “audit committee financial expert” | Added 4/2/2025; committee met 7 times in 2024; all audit committee members independent |
| Nominating & Corporate Governance | Member | Added 4/2/2025; nominating committee held 5 meetings in 2024 |
Director Compensation Summary (Program-Level)
| Component | Amount | Vesting/Payment | Applicability |
|---|---|---|---|
| Board retainer | $100,000 | Paid quarterly | All participating non-employee directors |
| Annual Director RSUs | $185,000 grant-date value | Generally 12-month vest | Pro-rated for mid-year appointments |
| Audit committee member | $15,000 | Paid quarterly | Committee member fee (chair $30,000) |
| Nominating committee member | $7,500 | Paid quarterly | Committee member fee (chair $15,000) |
Say-on-Pay & Shareholder Feedback
| Vote Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Say-on-Pay (NEO compensation) | 101,457,024 | 1,202,587 | 306,169 | 4,800,840 |
| Frequency (Say-on-Pay) – One Year | 102,656,561 | 610 | 8,553 | 300,056 |
All 11 directors, including DeMichiei, were elected at the 5/21/2025 Annual Meeting; DeMichiei received 101,784,416 votes “For” and 1,181,364 “Withhold,” with 4,800,840 broker non-votes .
Related Party Transactions (Context)
- Ventas sale-leaseback: 18 medical office buildings sold in 2022 for $204.0M; leaseback with 12-year initial term and renewal options; amended terms recognized $157.8M gain; aggregate periodic payments due on/after 1/1/2025 total ~$111.6M .
- Ownership/control: EGI-AM (54.1%), Pure Health (21.2%), ALH Holdings/Ventas (6.5%) as of 3/28/2025 record date .
- Policy: Related-party transactions ≥$120,000 require approval by independent directors or Audit & Compliance Committee .
Governance Notes Specific to DeMichiei
- No Item 404(a) related-party transactions or appointment arrangements disclosed for DeMichiei; he will be compensated per ARDT’s standard non-employee director program .
- Board explicitly addressed potential overboarding concerns by stating his concurrent audit committee service does not impair his effectiveness at ARDT .
Summary Implications for Investors
- DeMichiei brings substantial healthcare finance and operations expertise and audit committee credentials, strengthening ARDT’s financial oversight .
- Controlled company and nomination rights concentrate influence; audit committee independence and financial expertise are important mitigants; monitoring related-party dynamics (especially Ventas arrangements) remains prudent .
- Director pay emphasizes equity alignment via RSUs and robust ownership guidelines, supporting long-term investor alignment .