Lawrence Van Horn
About Lawrence Van Horn
Lawrence Van Horn, age 57, has served on CHCT’s Board since 2015 and is currently an independent director. He is founder, CEO, and a board member of Preverity Inc., an insurtech health analytics firm, and retired from Vanderbilt University as Professor of Economics and Strategy, Emeritus. His prior academic roles include Associate Professor of Economics and Management and Executive Director of Health Affairs at Vanderbilt’s Owen Graduate School of Management (2006–2023), with faculty appointments in Vanderbilt’s School of Medicine and Law School; earlier, he was Associate Professor at the University of Rochester’s Simon Graduate School of Business (1996–2006). He holds a Ph.D. from Wharton and MBA, MPH, and BA degrees from the University of Rochester .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vanderbilt University Owen Graduate School of Management | Associate Professor of Economics & Management; Executive Director of Health Affairs | 2006–2023 | Research on healthcare outcomes/productivity; healthcare policy consulting |
| Vanderbilt University School of Medicine and Law School | Faculty appointments | Not specified (overlapping with Owen tenure) | Cross-disciplinary healthcare economics and governance expertise |
| University of Rochester, Simon Graduate School of Business | Associate Professor; head of graduate programs in health administration | 1996–2006 | Management of health administration programs |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Preverity Inc. | Founder, CEO, Board Member | Current | Built malpractice risk prediction platform; insurtech analytics leadership |
| Harrow Inc. | Director; Chair of Compensation & Governance; Audit Committee member | Until Nov 2023 | Led compensation/governance oversight; audit committee participation |
| Quorum Health Corporation | Director | Until July 2020 | Board oversight of healthcare operations |
| Several privately held companies | Director | Current | Board service (private companies) |
Board Governance
- Independence: The Board affirmatively determined Van Horn is independent under NYSE rules, Rule 10A-3, and CHCT’s Corporate Governance Guidelines .
- Committee assignments: Compensation Committee member; ESG Committee Chair .
- Committee activity: Compensation Committee met 4 times in 2024; ESG Committee met 4 times in 2024 .
- Audit Committee membership: Audit Committee members are Cotman, Gulmi, and Hensley (Van Horn is not listed) .
- Board meetings: Board met 4 times in 2024; each director attended >75% of Board and applicable committee meetings; independent directors held 4 executive sessions .
- Annual meeting engagement: Attended the 2024 annual stockholders’ meeting .
- Board leadership: Chairman is Alan Gardner (independent), leading executive sessions and governance oversight .
Fixed Compensation (Director)
| Component | Amount | Structure/Notes |
|---|---|---|
| Annual cash retainer rate | $65,000 | Rate increased in March 2024 from $50,000; payable post-annual meeting; may elect restricted stock in lieu of cash |
| ESG Committee Chair retainer | $17,500 | Additional annual retainer for ESG Chair |
| 2024 Fees Paid (Van Horn) | $82,500 in stock | Van Horn elected to receive retainer and chair fees in restricted stock (three-year cliff vesting) |
| Meeting fees | Not disclosed | No separate meeting fees disclosed in proxy |
| Restrictions on director RS | Transfer/pledge prohibited during restriction; forfeiture if resign/removed before vest | Director restricted shares cannot be sold, assigned, pledged, or transferred during restriction; forfeiture risk if service ends before vesting |
Performance Compensation (Director)
| Element | Grant Policy | 2024 Detail for Van Horn | Vesting |
|---|---|---|---|
| Annual equity award | Restricted stock; target aggregate market value per director | $110,000 per director starting 2024 (up from $100,000) | Three-year cliff vest; full vest on 3rd anniversary |
| Retainer deferral program | Directors may elect restricted stock in lieu of cash retainers | Van Horn elected stock; “Fees Paid in Stock” $82,500 (retainer + ESG chair) | Three-year cliff vest; additional “restriction multiple” shares granted based on elected restriction period |
| Restriction multiples (deferral) | 1-year: 0.2x; 2-year: 0.4x; 3-year: 0.6x | Applies to director retainer deferrals; multiples awarded at grant | Cliff vest after elected restriction period |
| Anti-hedging/pledging policy | Company prohibits hedging, margining, hypothecation; restricted stock cannot be pledged | Applies to directors and officers; policy file referenced; prohibition reiterated for restricted shares |
Note: Director equity awards are time-based; no performance (TSR/financial) metrics or stock options are used in director compensation .
Other Directorships & Interlocks
- Compensation Committee interlocks/insider participation: None; no member (including Van Horn) was an officer or employee; no related-person transactions requiring disclosure for committee members .
- Related-party transactions: Audit Committee determined no related party transactions requiring Item 404(a) disclosure .
Expertise & Qualifications
- Board skills matrix flags Van Horn’s Academics/Education and broad competencies (public company board, financial, risk management, governance, strategic planning, technology) .
- Recognized healthcare economics researcher and consultant; governance and policy experience with national firms and federal government .
- Education credentials: Ph.D. (Wharton); MBA/MPH/BA (University of Rochester) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 62,230 shares (<1%) |
| Shares outstanding (reference) | 28,339,419 as of March 3, 2025 |
| Pledged shares | None; no common stock of directors/NEOs pledged |
| Ownership guidelines | Non-employee director guideline: 3x annual retainer; compliance within 5 years |
| Compliance status | All directors and executive officers were in compliance as of March 3, 2025 |
Governance Assessment
- Strengths: Independent director with deep healthcare economics expertise; ESG Committee Chair and Compensation Committee member, indicating strong governance influence; consistent engagement (attended 2024 annual meeting; >75% meeting attendance); equity-heavy director pay with multi-year cliff vesting supports alignment; anti-hedging/anti-pledging policies; no related-party transactions disclosed; ownership guidelines met .
- Compensation framework: Director retainer increased to market ($65k) and equity grant raised to $110k in 2024; Van Horn’s 2024 director compensation totaled $240,805 (fees in stock $82,500; stock awards $158,305), with vesting discipline and forfeiture risk, which encourages long-term alignment .
- External roles: Ongoing CEO role at Preverity and prior public boards (Harrow, Quorum Health) expand sector insight; Board noted and maintained independence after considering relationships; monitor for any future related-party exposure with Preverity—none disclosed in 2024 .
- Shareholder context: Say-on-pay support was ~92% in May 2024, indicating constructive investor sentiment toward CHCT’s compensation governance (macro context for board oversight) .
RED FLAGS to monitor
- Multiple external commitments could pose time-allocation risks if CHCT faces intensive oversight needs; however, attendance thresholds were met in 2024 and independence affirmed .
- Potential related-party risk if CHCT ever transacts with entities tied to Preverity or other private boards—none reported; Audit Committee policy presumes non-approval unless arm’s length and conflict-managed .