Stephen C. Petrovich
About Stephen C. Petrovich
Stephen C. Petrovich, age 58, is Executive Vice President and General Counsel of Ardent Health Partners, Inc., a role he has held since the Company’s formation in 2001 (general counsel to its predecessor since 2000); he became Assistant Secretary in September 2024 after serving as Secretary since 2001. He holds a J.D. from the University of Georgia (Associate Notes Editor, Georgia Law Review) and a B.A. in political science and American history from DePauw University . Company performance in 2024 (first year as a public company) included revenue growth of 10%, Adjusted EBITDA growth of 58%, ~260 bps Adjusted EBITDA margin expansion, and financial results above guidance; TSR from IPO through year-end implied a $100 initial investment valued at $106, with 2024 net income of ~$300M and Adjusted EBITDAR of ~$659M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ardent Health Partners, Inc. | EVP & General Counsel | 2001–present | Executive legal leadership; governance and corporate transactions through IPO and corporate conversion . |
| Ardent Health Partners, Inc. | Secretary; Assistant Secretary | Secretary 2001–Sept 2024; Assistant Secretary since Sept 2024 | Corporate governance officer transitions concurrent with public company readiness . |
| Behavioral Healthcare Corporation (predecessor) | General Counsel | 2000–2001 | Legacy platform counsel ahead of Ardent formation . |
| Charter Behavioral Health Systems | Chief Litigation Counsel | 1997–2000 | Led litigation at large behavioral health operator . |
| Nelson Mullins Riley & Scarborough; Kelly Law Firm | Associate | 1993–1997 | Complex litigation and healthcare-related legal practice . |
| U.S. District Court, N.D. Georgia | Law Clerk to Hon. Harold L. Murphy | 1991–1993 | Federal clerkship; judicial analysis and writing . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $508,579 | $531,091 |
| Base Salary Rate at 12/31 ($) | – | $536,000 |
| 2025 Base Salary Rate (effective ~Apr 15, 2025) ($) | – | $552,000 (↑3.0%) |
| All Other Compensation ($) | $13,200 | $13,200 |
| Total Compensation ($) | $958,203 | $2,037,623 |
Notes
- 2024 one-time discretionary cash bonus of $100,000 for IPO execution, in addition to the calculated short-term incentive (see Performance Compensation) .
Performance Compensation
Short-Term Incentive (Corporate Executive Bonus Plan)
- Design: 90% Corporate Goals (Adjusted EBITDAR 50%; Profit Margin Improvement 25%; Quality/Experience Index 25%); 10% Individual Goals .
- 2024 Corporate Outcomes and Payouts (Committee later applied negative discretion to 100% target due to NM state directed payment program not embedded in goals) :
| Indicator | Metric | Weight | Minimum | Target | Maximum | 2024 Actual | % Achievement | Actual Payout % | Weighted Payout % |
|---|---|---|---|---|---|---|---|---|---|
| Financial | Adjusted EBITDAR ($M) | 50% | 521.78 | 613.86 | 705.94 | 661.8 (normalized for Epic expenses) | 107.8% | 152.1% | 76.0% |
| Financial | Profit Margin Improvement | 25% | 10.0% | 10.5% | 11.1% | 11.1% | 105.2% | 150% | 37.5% |
| Quality/Experience | Quality/Experience Index | 25% | 0.85 | 1.00 | 1.15 | 1.12 | 111.6% | 111.6% | 27.9% |
| — | — | — | — | — | — | — | — | Formulaic Corporate Total: 141.44% | — |
Individual Outcomes (Petrovich)
- Target bonus opportunity: 75% of base salary; 2024 payout approved at 100% of target. Bonus paid: $501,913 (plus $100,000 one-time discretionary IPO bonus) .
| Executive | 2024 Salary at 12/31 ($) | 2024 Bonus Target (%) | Total Achieved (%) | 2024 Bonus Payment ($) | One-time IPO Bonus ($) |
|---|---|---|---|---|---|
| Stephen C. Petrovich | $536,000 | 75% | 100% | $501,913 | $100,000 |
Long-Term Incentives (Pay-for-Performance Design)
- 2024 Grants (post-IPO, granted 7/18/2024): 65% PRSUs (2-year performance period 2024–2025; service vesting through 12/31/2026) tied to Adjusted EBITDAR (60%) and Net Revenue (40%), payout 50–200%; 35% RSUs vesting 1/3 on 3/31/2025, 3/31/2026, 3/31/2027 .
- Special Retention RSUs (9/25/2024): additional time-based RSUs vesting 1/3 on 9/25/2025, 9/25/2026, 9/25/2027 due to lower-than-anticipated IPO conversion outcomes on pre-IPO awards .
| Grant Type | Grant Date | Shares/Target | Vesting & Performance |
|---|---|---|---|
| RSU | 7/18/2024 | 17,584 | Time-based; 1/3 on 3/31/2025, 3/31/2026, 3/31/2027 |
| PRSU (target) | 7/18/2024 | 32,656 | Performance: 2-year (2024–2025) on Adjusted EBITDAR (60%) and Net Revenue (40%); service vesting 12/31/2026; payout 50–200% |
| Special RSU | 9/25/2024 | 9,699 | Time-based; 1/3 on 9/25/2025, 9/25/2026, 9/25/2027 |
| 2025 RSU | 4/1/2025 | 22,263 | Time-based; 1/3 annually from grant date |
| 2025 PRSU (target) | 4/1/2025 | 39,518 | 1-year performance (2025) on Adjusted EBITDAR (60%) and Net Revenue (40%) with 3-year service-vesting; 3-yr relative TSR modifier; vests 4/1/2028 |
Clawback and Risk Practices
- Dodd-Frank compliant clawback for erroneously awarded incentive-based compensation following restatements; recovery regardless of fault .
- 2025 STIP maximums standardized at 200% per metric; 2025 PRSUs include one-year goals with 3-year vesting plus relative TSR modifier to strengthen alignment in a volatile regulatory environment .
Equity Ownership & Alignment
| Ownership Detail | Amount/Status |
|---|---|
| Total Beneficial Ownership | 1,049,284 shares (<1% of outstanding) . |
| Components/Notes | Includes 5,861 shares issuable upon RSU vest 3/31/2025 within 60 days of record; also includes (i) 186,225 shares held by the Emilie K. Petrovich GST-2016 Exempt Family Trust (he is trustee; children beneficiaries), and (ii) 186,225 shares held by the Stephen C. Petrovich GST-2016 Exempt Family Trust (spouse trustee; children beneficiaries); he disclaims beneficial ownership except to extent of pecuniary interests, if any . |
| Unvested RSUs/PRSUs at 12/31/2024 | RSUs: 17,584 (7/18/24 grant) and 9,699 (9/25/24 grant); PRSUs (target): 32,656 . |
| Legacy RSAs from pre-IPO Class C Units | RSAs unvested: 388,899 (2015 grant, Class C-2) and 33,293 (2018 grant, Class C-2); vest ratably in three equal installments on 3/31/2025, 3/31/2026, 3/31/2027 . |
| Stock Ownership Guidelines | 3x base salary for NEOs; executives must hold 50% of net shares until compliant; five-year compliance window from IPO; as of 12/31/2024, all NEOs substantially exceeded guideline except two 2024 hires (Schultz, Chernin)—Petrovich exceeded . |
| Pledging/Hedging | Insider Trading Policy adopted; proxy does not disclose any pledged shares by Petrovich . |
Vesting Schedules and Potential Selling Pressure Windows (indicative)
- 3/31/2025: ~5,861 RSUs (1/3 of 17,584) eligible to vest; ongoing annual 3/31 tranches through 2027 for 2024 RSUs and legacy RSAs .
- 9/25/2025–2027: ~3,233 RSUs per year (1/3 of 9,699) from special RSU grant .
- 2025 RSUs: ~7,421 shares per year over 2026–2028 (1/3 of 22,263) .
- PRSUs: 2024 grant performance period ends 12/31/2025 with service vesting on 12/31/2026 (payout 50–200% of target); 2025 PRSUs vest 4/1/2028 subject to 2025 performance and TSR modifier .
Employment Terms
| Term | Petrovich |
|---|---|
| Agreement Effective | August 4, 2015; extends until termination . |
| Base Salary Mechanics | Initially $375,000; adjusted by Committee over time; $536,000 at 12/31/2024 . |
| Bonus Participation | Eligible under Corporate Executive Bonus Plan; 2024 target 75% of base . |
| Non-Compete/Non-Solicit | Post-employment restrictions: generally 24 months post-termination (12 months if termination without cause) . |
| Severance (No-Cause/Good Reason) | 2x (i) highest base salary during term + (ii) highest bonus level at target (regardless of actual achievement) + (iii) 15% of base salary at termination; payable over 24 months (accelerates on post-termination death) . |
| Disability | Continued base salary for six months following termination due to disability . |
| Change-in-Control | Severance multiple terms do not increase vs. standard; disclosure table shows same severance under CIC-related termination ($2,036,387 illustrative as of 12/31/2024) . |
| Equity Treatment on Separation | RSUs: accelerate upon no-cause/Good Reason termination; disability fully accelerates; PRSUs: pro-rata eligible upon no-cause/Good Reason; full eligibility on disability; legacy RSAs: next quarterly tranche vests if terminated without Cause (Class C-1); Class C-2 RSAs forfeit if terminated; change-in-control acceleration for certain RSAs . |
| 280G Treatment | For CIC-related severance subject to 280G, amounts reduced to avoid excise tax or paid in full subject to excise tax, whichever is more favorable on an after-tax basis (per program-wide terms) . |
| Fee Reimbursement | Reimbursement of reasonable attorneys’ fees/costs if he successfully resolves certain comp/benefits claims . |
Multi-Year Compensation Mix (Selected items)
| Component | 2023 | 2024 |
|---|---|---|
| Stock Awards ($) | $64,780 | $991,419 |
| Non-Equity Incentive Plan ($) | $371,644 | $501,913 |
| One-time Bonus ($) | – | $100,000 (IPO-related, discretionary) |
Company Performance Context (2024)
| Metric | 2024 Outcome |
|---|---|
| Revenue Growth | 10% |
| Adjusted EBITDA Growth | 58% |
| Adjusted EBITDA Margin | +260 bps YoY |
| Net Income ($M) | ~$300 |
| Adjusted EBITDAR ($M) | ~$659 |
| TSR (from IPO to 12/31/24; $100 initial) | $106 (Company), $94 (S&P Health Care Index) |
Compensation Structure Analysis
- Pay mix tilts toward long-term equity after IPO: 2024 stock awards of $991,419 vs. cash STI of $501,913 and salary $531,091, increasing alignment with shareholders .
- Negative discretion on 2024 STIP to 100% of target (from 141.44% formulaic) to exclude favorable impact of New Mexico directed payment approval not embedded in goals, signaling disciplined pay-for-performance .
- Special retention RSUs in Sept 2024 offset pre-IPO award conversion shortfalls at the $16 IPO price—mitigates retention risk in the near term .
- 2025 LTI maintains 65% PRSUs with one-year goals plus three-year service and relative TSR modifier, reflecting goal-setting prudence amid regulatory uncertainty and reinforcing multi-year performance linkage .
Risk Indicators & Red Flags
- Clawback adopted and aligned to SEC/NYSE rules; recovery regardless of fault .
- No pledging disclosed for Petrovich; Insider Trading Policy in place .
- 280G cutback/best-net approach reduces excise tax risk while remaining executive-friendly on an after-tax basis .
- Severance economics for Petrovich are robust (2x salary + target bonus + 15% of salary), but without incremental CIC multiple (unlike CEO/CFO), moderating parachute risk .
Investment Implications
- Alignment: Meaningful equity ownership (>1.0M shares including trust-related holdings where he disclaims beneficial ownership beyond pecuniary interests) and above-guideline ownership support long-term alignment; time-based RSUs/RSAs and PRSUs create multi-year retention hooks .
- Near-term supply/vesting cadence: Predictable unlocks on 3/31 each year (legacy RSAs and 2024 RSUs) and 9/25 (special RSUs) could create modest selling windows; PRSU realizations deferred to 2026/2028, limiting immediate selling pressure .
- Pay-for-performance integrity: Committee’s 2024 negative discretion and 2025 TSR modifier indicate improving governance rigor as a new public company; watch execution versus Adjusted EBITDAR and revenue targets to gauge PRSU outcomes .
- Retention risk: Moderated by special RSUs (2024) and sizable unvested equity; employment terms provide competitive severance but no CIC bump for Petrovich, keeping parachute exposure contained vs. peers .