William Goodyear
About William Goodyear
William Goodyear (age 76) is an independent director of Ardent Health Partners, Inc. and has served as chairman of the Audit and Compliance Committee since March 2019. He is former Chairman and CEO of Navigant Consulting (2000–2014), previously Chairman of Bank of America Illinois and President of Bank of America’s Global Private Bank (1994–1999), with earlier executive roles at Continental Bank Corporation (1972–1994). He holds a BBA from the University of Notre Dame, an MBA from Dartmouth’s Tuck School, and received an honorary Doctor of Laws from Notre Dame in May 2018 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Navigant Consulting | Chairman & CEO | 2000–2014 | Led strategy and operations as CEO |
| Bank of America Illinois | Chairman; President, Global Private Bank | 1994–1999 | Led private banking; state leadership |
| Continental Bank Corporation | Domestic & international executive roles | 1972–1994 | Senior leadership pre-merger with BofA |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enova, Inc. | Director; Audit Committee member | Since Oct 2014 | Ongoing public company board service |
| Exterran Corporation | Director; Lead Independent Director; Audit Chair; Comp Committee member | 2015–2022 | Governance leadership; audit oversight |
| Rush University Medical Center | Board member; former Chair; Exec Committee Chair; Advisor Trustee | >30 years | Long-standing non-profit healthcare governance |
| Museum of Science and Industry | Past Chairman; Executive Committee | Prior years (not specified) | Civic leadership |
| University of Notre Dame | Emeritus Trustee; prior Advisory Council (Mendoza), Trustee, Fellow | Prior years (not specified) | Higher-ed governance |
Board Governance
- Independence: The Board determined Goodyear is independent under NYSE and SEC rules; ARDT is a “controlled company,” so only audit committee independence is mandatory .
- Audit & Compliance Committee: Chair since March 2019; committee met 7 times in 2024; Goodyear qualifies as an “audit committee financial expert” .
- Nominating & Corporate Governance Committee: Member; committee met 5 times in 2024 .
- Board attendance: The Board met 6 times in 2024; each director attended at least 75% of meetings of the Board and their committees .
- Executive sessions: Each regular Board meeting includes executive sessions of non-employee directors .
- Controlled company constraints: EGI-AM may nominate a majority of directors and designate the Chair; Ventas may nominate one director—this influences committee composition via the Nomination Agreement .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit & Compliance | Chair | 7 | Independent; reviews financial reporting, controls, related-party transactions; financial expert designation |
| Nominating & Corporate Governance | Member | 5 | Oversees board composition and annual evaluations |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash fees earned | $116,250 | Aggregate Board and committee cash retainers paid in 2024 |
| Program cash retainer rates | See policy | Annual Board cash retainer $100,000; Audit Chair $30,000; Audit member $15,000; Compensation Chair $20,000; member $10,000; Nominating Chair $15,000; member $7,500; Quality Chair $20,000; member $10,000 |
Performance Compensation
| Equity Awards (2024) | Grant Date Fair Value | Units Outstanding at 12/31/2024 | Vesting |
|---|---|---|---|
| Annual Director RSUs | Included in total | 22,355 RSUs | Annual Director RSUs generally vest over ~12 months; 2024 awards vest on March 31, 2025 |
| Special Director RSUs | Included in total | Included in RSU total | Vest in three equal tranches on Dec 12, 2025/2026/2027; granted for retention |
| Total stock awards (2024) | $365,235 | 22,355 RSUs | Aggregate RSU fair value and outstanding units |
- Annual Director RSUs vest acceleration upon Change in Control per the 2024 Plan .
- Special Director RSUs were issued in December 2024 to certain non-employee directors for retention; Messrs. Sen and Sotir did not receive special RSUs .
Other Directorships & Interlocks
- Current public company: Enova, Inc. (Audit Committee) .
- Prior public company: Exterran (Lead Independent Director; Audit Chair; Compensation Committee) .
- No disclosed supplier/customer interlocks with Ardent; Ventas designee is unrelated to Goodyear’s affiliations .
Expertise & Qualifications
- Financial leadership: Former bank and consulting CEO; deep audit oversight experience; designated audit committee financial expert .
- Healthcare governance: Long tenure at Rush University Medical Center; relevant for hospital system oversight .
- Education: BBA Notre Dame; MBA Dartmouth Tuck; honorary Doctor of Laws (Notre Dame) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notable Details |
|---|---|---|---|
| William Goodyear | 77,427 | <1% | Includes 11,562 RSUs vesting on March 31, 2025 |
| Stock Ownership Guideline (Directors) | 5x annual cash retainer | Policy | Directors must hold 50% of shares acquired until guideline met; compliance window up to 5 years post-IPO |
| Compliance Status (as of 12/31/2024) | Meets/exceeds | Status | All non-employee directors, except Messrs. Sotir and Sen, exceeded the guideline—Goodyear exceeded |
Governance Assessment
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Strengths:
- Independent audit chair with financial expert designation; leads oversight of financial reporting, internal controls, and related-party review—supports investor confidence .
- Demonstrated governance engagement: member of nominating committee; broad healthcare and financial governance background .
- Ownership alignment: Exceeds director stock ownership guideline; meaningful RSU holdings .
- Attendance: Met at least the 75% threshold across Board/committee meetings in 2024 .
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Watch items / RED FLAGS:
- Controlled company risk: EGI-AM’s right to nominate a majority of directors (and designate Board chair) and Ventas’s nomination right may concentrate influence; committees’ composition subject to Nomination Agreement terms—investors should monitor independence dynamics over time .
- Director equity acceleration on change-in-control could create incentives misaligned with long-term outcomes in certain scenarios (standard market practice, but investors should note terms) .
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Compensation mix observations:
- 2024 compensation skewed toward equity RSUs with supplemental “Special Director RSUs” for retention; cash fees reflect Board/committee service under the new public-company program .
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Related-party exposure:
- Audit & Compliance Committee (chaired by Goodyear) oversees and approves related-party transactions; no Goodyear-specific related-party transactions disclosed in the proxy’s committee descriptions—continue monitoring “Certain Relationships” disclosures in future filings .