Regina Benjamin
About Regina Benjamin
Regina Benjamin, M.D., M.B.A., age 68, has served as an independent director of Doximity (DOCS) since September 2020. She is a practicing family physician and former 18th U.S. Surgeon General (2009–2013), with over 30 years of clinical experience. Dr. Benjamin holds a B.S. in Chemistry from Xavier University of Louisiana, an M.D. from the University of Alabama at Birmingham, and an M.B.A. from Tulane University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BayouClinic/Gulf States Health Policy Center | Founder & CEO; Practicing Physician | Since 1990 | Community health leadership; clinical practice |
| U.S. Department of Health & Human Services | 18th U.S. Surgeon General | Nov 2009–Aug 2013 | National public health leadership |
| Xavier University of Louisiana | NOLA.com/Times Picayune Endowed Chair in Public Health Sciences | Since Sep 2013 | Academic public health engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TruBridge, Inc. (formerly Computer Programs and Systems, Inc.) | Director | Since Nov 2017 | Public healthcare technology company |
| Kaiser Foundation Hospitals and Health Plan | Director | Since Jun 2015 | Large U.S. health system |
| Prolacta | Director | Current | Private company processing breast milk for premature infants |
| HealthQuest Capital | Advisory Board Member | Since May 2020 | Private growth capital firm |
| American Heart Association | Advisory Board | Since 2019 | National non-profit |
| Oak Street Health (acquired by CVS) | Director (prior) | Oct 2020–Apr 2023 | Public healthcare services company |
| Ascension Health Alliance | Director (prior) | Jun 2014–Jun 2023 | Private healthcare company |
| ConvaTec Group plc | Director (prior) | Aug 2017–May 2022 | Public medical products company |
| Diplomat Pharmacy (acquired by OptumRx) | Director (prior) | Apr 2013–2015 | Public specialty pharmacy |
| Alere Inc. | Director (prior) | Dec 2013–Jul 2015 | Public medical device company |
| March of Dimes | Board of Trustees (prior) | Jun 2014–Jun 2019 | Non-profit |
Board Governance
- Independence: The Board affirmatively determined Dr. Benjamin is independent under NYSE standards .
- Committees: Audit Committee member; Nominating & Governance Committee member. Audit is chaired by Timothy Cabral; Nominating & Governance is chaired by Kira Wampler .
- Attendance: In FY 2025 the Board met 5 times; each director attended at least 75% of Board and applicable committee meetings. Audit held 5 meetings; Compensation held 4; Nominating & Governance held 3 .
- Board leadership: CEO serves as Chair; Board states combined CEO/Chair facilitates information flow but concentrates leadership .
Fixed Compensation
| Item | FY 2025 Amount | Notes |
|---|---|---|
| Cash Fees | $48,125 | Paid quarterly; reflects base and committee retainers under policy |
| Stock Awards (RSUs, grant-date fair value) | $233,348 | Annual RSU under director policy |
| Total | $281,473 | Sum of cash + equity |
Director Compensation Policy (FY 2025):
- Annual Board Retainer: $35,000
- Committee Member Retainers: Audit $10,000; Compensation $7,500; Nominating & Governance $4,500
- Committee Chair Retainers: Audit $20,000; Compensation $15,000; Nominating & Governance $9,000
- Equity: Initial RSU $400,000 (3-year annual vest); Annual RSU $200,000 (vests by next annual meeting or one year); accelerates upon “Sale Event” under 2021 Plan .
Performance Compensation
| Metric | FY 2025 Applicability to Directors | Structure |
|---|---|---|
| Performance metrics (Revenue, Adjusted EBITDA) | Not used for non-employee director pay | Director equity grants are time-based RSUs; no PSU/performance criteria for directors |
Note: Revenue and Adjusted EBITDA targets apply to executive incentive plans, not director compensation .
Other Directorships & Interlocks
- Healthcare ecosystem interlocks: Concurrent roles at TruBridge (healthcare IT) and Kaiser Foundation Hospitals may provide industry insights relevant to DOCS’s customer base; no related-party transactions disclosed involving Dr. Benjamin .
- Board states independent directors constitute a majority; related-party transactions are reviewed/approved by the Audit Committee .
Expertise & Qualifications
- Clinical/Public Health: Practicing physician; former U.S. Surgeon General .
- Governance/Financial: Audit Committee member; Audit Committee report affirms all members meet SEC/NYSE financial literacy .
- Academic/Policy: Endowed Chair in Public Health at Xavier University .
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Class A shares beneficially owned | 10,258 (<1%) | Direct ownership |
| Class B options exercisable within 60 days | 381,138 (<1%) | Vested/exercisable options |
| RSUs outstanding (director awards) | 6,360 | As of 3/31/2025 |
| Ownership guidelines | Not disclosed | No director ownership guideline disclosed in proxy (general governance guidelines cited) |
| Hedging/Pledging | Prohibited for directors; no exception disclosed for Dr. Benjamin | Company policy; one-time pledging exception applied only to CEO and later terminated |
Governance Assessment
- Strengths: Independent status; active membership on Audit and Nominating & Governance committees; at least 75% attendance; equity-based compensation aligns interests; no related-party transactions disclosed for Dr. Benjamin; hedging/pledging prohibited for directors .
- Compensation alignment: FY 2025 total $281,473 with majority in equity ($233,348), consistent with market-standard non-employee director pay mixes; no performance-linked director pay that could incentivize short-termism .
- Potential risks/RED FLAGS (Board-level context): Combined CEO/Chair concentrates power ; ongoing securities and derivative litigation relating to disclosures (company and certain officers/directors named) increases governance risk, though defendants intend to defend vigorously . Say-on-Pay support was high (98.6% in 2024), signaling investor approval of compensation frameworks .
Overall: Dr. Benjamin’s clinical and public health background strengthens board oversight of healthcare strategy. Her committee roles (Audit; Nominating & Governance) enhance governance effectiveness. No specific conflicts or attendance issues are disclosed; equity ownership is modest, typical for outside directors, with strong alignment mechanisms via RSUs and prohibition of hedging/pledging .