Claire Gulmi
About Claire Gulmi
Independent director since 2018; age 71. Former Executive Vice President and Chief Financial Officer at Envision Healthcare (retired Oct. 2017; advisor through Sept. 2018) and earlier EVP/CFO at AmSurg (from 1994; AmSurg merged with Envision in 2016). Recognized “audit committee financial expert”; BBA in Accounting and Finance from Belmont University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Envision Healthcare | Executive Vice President & Chief Financial Officer; Advisor post-retirement | CFO until Oct 2017; Advisor through Sept 2018 | Led finance at large provider; post-merger integration with AmSurg |
| AmSurg Corp | Executive Vice President & Chief Financial Officer; Director | CFO from 1994; Director 2004–2016 | Board service until 2016 merger with Envision |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Air Methods Corp (public at the time) | Director; Audit Committee Chair | 2015–2017 | Chaired audit at ~$1.5B public company |
| Bank of Nashville | Advisory Board Member | 2001–2015 | Advisory oversight |
| YWCA of Nashville; Nashville Public Radio; Bethlehem Centers of Nashville; Girl Scouts; American Heart Association; All About Women | Board Chair / Board Member | Various | Civic leadership; multiple board roles |
| Several privately held companies | Director | Ongoing | Board service |
Board Governance
- Independence: Board determined Gulmi is independent under NYSE rules and SEC Rule 10A-3 .
- Committee assignments: Compensation Committee Chair; member of Audit Committee (Hensley is Audit Chair); ESG Committee comprises Cotman, Gardner, Van Horn .
- Financial expertise: Qualifies as “audit committee financial expert”; Audit Committee members deemed financially literate .
- Attendance and engagement: Board met 4 times in 2024; each director attended >75% of Board and applicable committee meetings. Independent directors held 4 executive sessions in 2024 .
- Board structure: Independent Chairman (Alan Gardner) leads executive sessions; six directors, annual elections .
Fixed Compensation
| Component | Structure | 2024 Amount | Vesting/Terms |
|---|---|---|---|
| Annual cash retainer | Increased from $50,000 to $65,000 beginning with 2024 annual meeting | $65,000 (elected in stock) | Directors may elect retainer in restricted stock; 3-year cliff vest; additional “restriction multiple” shares for retainer deferral (up to 0.6x for 3-year) |
| Committee chair fee | Compensation Committee Chair | $17,500 (elected in stock) | Same vesting as retainer deferral |
| Audit Committee Chair fee | Not applicable to Gulmi | — | Audit Chair fee stands at $20,000 (Hensley) |
| Board Chairman fee | Not applicable to Gulmi | — | Chairman retainer $100,000 (Gardner) |
| 2024 Fees paid | Cash vs. stock mix | $82,500 in stock; $0 cash | Gulmi elected ~100% of retainer/fees in stock |
Notes: Compensation consultant (Ferguson Partners Consulting) engaged in 2023 to benchmark director pay; fee $20,000 .
Performance Compensation
| Element | Structure | 2024 Grant Value | Metrics |
|---|---|---|---|
| Annual equity award (restricted stock) | Increased to $110,000 grant value beginning 2024; 3-year cliff vest; forfeiture if director resigns/removed before vesting | Included in “Stock Awards” $158,305 total (grant plus restriction multiple effects on retainer deferrals) | No performance conditions; time-based restricted stock only |
Goal for director pay mix: 60–75% of total director compensation delivered in restricted stock .
Other Directorships & Interlocks
- No compensation committee “interlocks” or insider participation requiring disclosure; no member was an officer or employee in 2024 .
- No related-party transactions requiring disclosure under Item 404(a) .
Expertise & Qualifications
- CFO leadership across healthcare services; extensive finance/accounting background; designated audit committee financial expert .
- Public company board experience; governance, risk management and strategic planning exposure as reflected in Board matrix .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Pledging |
|---|---|---|---|
| Claire Gulmi | 42,493 | <1% (based on 28,339,419 shares outstanding) | No shares pledged as collateral |
- Stock ownership guidelines: Non-employee directors must hold common stock equal to 3x current annual retainer; all directors were in compliance as of March 3, 2025 .
- Anti-hedging/pledging policy in effect; restricted stock cannot be sold/assigned/pledged during restriction periods .
Governance Assessment
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Strengths:
- Independent director with deep CFO experience and designated audit financial expert; chairs Compensation Committee, enhancing oversight of pay-for-performance and clawback policy administration .
- High engagement (attendance >75%; independent executive sessions); independent Chairman structure supports robust oversight .
- Strong alignment: Gulmi elected to take 100% of her 2024 retainer/fees in stock; annual equity delivered via multi-year cliff vesting; Company prohibits hedging/pledging and enforces ownership guidelines (in compliance) .
- Compensation Committee leveraged independent consultant for director pay; Company received ~92% say-on-pay support in 2024, indicating shareholder confidence in compensation governance .
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Watch items:
- Concentration of roles (Compensation Chair and Audit member) places significant governance responsibility on one director—appropriate but worth monitoring for workload and independence of judgments .
- Company-specific headwinds (tenant credit reserve) prompted NEO pay alignment actions; continued oversight by Compensation Committee is critical to maintain investor confidence in pay-performance linkage .
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Conflicts/related-party risk: None disclosed; Board independence affirmed; no legal proceedings involving directors; robust related-party transaction policy administered by Audit Committee .