Suzanne Campion
About Suzanne Campion
Independent director of Ardent Health Partners, Inc. (ARDT) since December 2021; age 63 as of April 1, 2025. She brings 25+ years in finance and operating roles across Citigroup, Front Barnett Associates, J.P. Morgan & Co., and Bankers Trust, plus leadership in executive search and nonprofit advisory. Education: B.A. in Economics (St. Olaf College) and MBA (Kellogg School of Management, Northwestern University). Board concluded she qualifies as an independent director under NYSE rules notwithstanding affiliations with EGI/Chai Trust .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Doran Leadership Partners | Managing Director & COO; later Advisor | Built and led operations through April 2022; Advisor until January 2024 | Helped structure and build the firm; operations and governance leadership |
| NextLevelNPO | Co‑founder; later Advisor | Co‑founded 2013; Advisor from 2019; resigned early 2024 | Operational, financial and strategic advisory to nonprofits |
| Citigroup; Front Barnett Associates; J.P. Morgan & Co.; Bankers Trust Company | Finance/operations/client advisory/investments/HR | August 1988–September 2012 | Broad finance, strategy, and human capital experience across investment firms |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chai Trust Company, LLC (corporate trustee for Zell family trusts) | Director; Chair, Governance Committee; Chair, Distribution & Beneficiary Relations Committee | Since April 2019 | Governance leadership; fiduciary oversight aligned with controlling shareholder’s trust structures |
| KIPP Chicago Public Charter School Board | Board Member | Since January 2014 | Education nonprofit governance |
| Ann & Robert H. Lurie Children’s Hospital of Chicago | Founder’s Board Member | Since January 2005 | Philanthropic support and community engagement |
| Frank S. Ortiz Dog Park (Santa Fe) | Board Member | Joined after moving to Santa Fe in 2023 | Community parks oversight |
Board Governance
- Committee assignments: Compensation Committee (member; committee chaired by Ellen Havdala; 9 meetings in 2024) and Nominating & Corporate Governance Committee (member; committee chaired by Peter Bynoe; 5 meetings in 2024) .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024 (Board met 6 times) .
- Independence: ARDT is a controlled company under NYSE rules (EGI-AM controls >50% voting power), but Board determined Ms. Campion is independent despite EGI/Chai Trust affiliations and nomination under the Nomination Agreement; audit committee independence maintained per NYSE requirements .
- Nomination rights: EGI-AM can nominate a majority of directors and designate the Chair while owning ≥50% voting power; Ms. Campion was designated by EGI-AM .
- Executive sessions: Non-employee and independent directors meet in executive session regularly, at least annually, without management present .
Fixed Compensation (Director)
| Component | Amount/Terms | 2024 Actual (Campion) |
|---|---|---|
| Annual cash retainer (non‑employee director) | $100,000; paid quarterly, prorated for partial year | $96,250 fees earned in cash |
| Committee retainers (member) | Audit $15,000; Compensation $10,000; Nominating $7,500; Quality $10,000; Chair premiums vary by committee | Included in total fees earned; specific mix not separately disclosed |
| Annual Director RSUs (2024 Program) | $185,000 grant date value; vest generally over 12 months; 2024 grants vest March 31, 2025; accelerated vest on Change in Control | Included in stock awards total |
| Special Director RSUs (December 2024) | Additional RSUs issued for retention; vest one‑third on Dec 12, 2025/2026/2027; similar accelerated vesting/forfeiture rules | Included in stock awards total |
| 2024 Stock awards (aggregate grant‑date fair value) | — | $365,235 |
Performance Compensation (Director)
| Element | Metrics | Vesting/Terms |
|---|---|---|
| Director equity awards | No performance metrics; time‑based RSUs (Annual & Special Director RSUs) | Annual Director RSUs vest March 31, 2025 (for 2024 grants); Special Director RSUs vest in three equal tranches on Dec 12, 2025/2026/2027 |
Directors are not eligible for bonus/equity awards tied to corporate performance metrics; compensation is cash retainers plus time‑vesting RSUs .
Other Directorships & Interlocks
| Company/Entity | Type | Relationship/Interlock | Notes |
|---|---|---|---|
| Chai Trust Company, LLC | Corporate trustee | Ms. Campion serves on board and chairs governance committees; Chai Trust is corporate trustee for Zell family trusts affiliated with EGI, ARDT’s controlling stockholder | Potential information flow/interlock with controlling shareholder; Board assessed and affirmed independence |
| EGI-AM Nomination Agreement | Governance agreement | EGI-AM holds right to nominate majority of ARDT directors; Ms. Campion designated by EGI-AM | Controlled company governance structure |
Expertise & Qualifications
- Finance and operations across leading investment firms; strategic and human capital expertise spans client advisory, investments, analysis, and HR (1988–2012) .
- Executive search/Ops leadership at Doran Leadership Partners; nonprofit advisory (NextLevelNPO) .
- Strong governance credentials via Chai Trust (committee chair roles) and multiple nonprofit boards .
- Education: Economics (St. Olaf), MBA (Kellogg, Northwestern) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 20,275; includes 11,562 RSUs vesting March 31, 2025 |
| Percent of class | <1% |
| RSUs outstanding (as of Dec 31, 2024) | 22,355 RSUs (Annual + Special Director RSUs) |
| Director ownership guideline | 5× annual cash retainer; non‑employee directors must hold 50% of shares acquired until guideline met |
| Guideline compliance | As of Dec 31, 2024, all non‑employee directors except Messrs. Sotir and Sen met the guideline (Campion compliant) |
| Vesting schedule notes | Annual Director RSUs: vest March 31, 2025 for 2024 grants; Special Director RSUs: vest Dec 12, 2025/2026/2027 |
Governance Assessment
- Positives: Independent under NYSE rules despite EGI/Chai Trust affiliations; multi‑committee service (Compensation and Nominating) indicates engagement; attended ≥75% of meetings; director ownership guideline compliance supports alignment .
- Structural risks: Controlled company status reduces some NYSE governance requirements (no need for majority independent board or independent nominating function); EGI‑AM nomination rights; affiliations with controlling shareholder (Chai Trust) present potential perception risk; Board disclosed related agreements with EGI/EGI‑AM and Ventas and concluded independence not impaired .
- Compensation signals: Cash/equity mix consistent with market; issuance of Special Director RSUs for retention indicates attention to director continuity post‑IPO .
- RED FLAGS to monitor: Controlled company governance exemptions; director designation by controlling holder; ongoing related‑party arrangements disclosed (EGI/EGI‑AM services; Ventas leases) though Board asserts objective oversight by independent directors .
Committee Assignments (Detail)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation Committee | Member (Chair: Ellen Havdala) | 9 |
| Nominating & Corporate Governance Committee | Member (Chair: Peter Bynoe) | 5 |
Director Compensation (Detail)
| Year | Fees Earned (Cash) | Stock Awards (Grant‑Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $96,250 | $365,235 | $461,485 |
Program terms: $100,000 annual cash retainer; committee member fees (Audit $15k; Compensation $10k; Nominating $7.5k; Quality $10k) and chair premiums; Annual Director RSUs of $185,000; Special Director RSUs in December 2024 for retention with three‑year time‑based vesting .
Related‑Party & Independence Disclosures
- Controlled company: EGI‑AM controls >50% voting power; retains nomination rights for majority of directors and Board Chair .
- Independence determination: Board assessed EGI/EGI‑AM and Ventas relationships and payments under services and lease agreements, and affirmed independence of designees including Ms. Campion .
- Nomination Agreement: Ms. Campion designated by EGI‑AM .
Insider Trades
- The proxy discloses beneficial ownership and director compensation; it does not list Form 4 transaction details for directors. No additional insider trading transactions are referenced in this document; refer to current Form 4 filings for real‑time updates .
Notes on Attendance and Board Structure
- Board met six times in 2024; each director attended ≥75% of applicable meetings .
- Executive sessions are held regularly without management present; independent directors meet at least annually .
- Current Chair of the Board: Mark Sotir; CEO also serves as director (separate roles) .