Nicole B. Thomas
About Nicole B. Thomas
Independent director since April 1, 2022; age 52. Hospital President of Baptist Medical Center Jacksonville, with prior senior roles across Baptist Health (since 2011) and earlier positions at St. Luke’s Episcopal Health System (Houston) and Mayo Clinic Jacksonville. Recognitions include Modern Healthcare’s Top 25 Minority Executives (2018, 2020), Becker’s “70 African American leaders in health care to know” (2020), and Fellow of the American College of Healthcare Executives. External boards include the Federal Reserve Bank of Atlanta (Board of Directors), Tiger Academy Jacksonville, and the OneJax Advisory Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baptist Medical Center Jacksonville | Hospital President | Current | Operational and strategic direction of largest hospital in the system |
| Baptist Medical Center South | President | Since 2016 | Led hospital operations and strategy |
| Baptist Health | Senior VP, Specialty Services (neurosciences, orthopedics, oncology) | Circa 2011–2016 | Primary executive responsibility for formation of Baptist MD Anderson Cancer Center in 2015 |
| Baptist Health | Co-chair, Diversity, Equity & Inclusion Council; Chair, Transformation Council | Since 2011 | Led DEI initiatives and system transformation planning |
| St. Luke’s Episcopal Health System (Houston) | Assistant Vice President, Physician Operations | Prior to 2011 | Physician operations leadership |
| Mayo Clinic Jacksonville | Operations Administrator | Prior to 2011 | Operations administration |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Federal Reserve Bank of Atlanta | Board of Directors | Not disclosed | Governance and regional economic oversight |
| Tiger Academy Jacksonville | Board of Directors | Not disclosed | Education-focused non-profit governance |
| OneJax | Advisory Board Member | Not disclosed | Civic engagement and community leadership |
Board Governance
- Independence: Board determined Nicole B. Thomas is independent under NASDAQ standards; all members of Audit, Compensation, and Governance Committees are independent.
- Committee assignments: Audit (member), Compensation (member), Governance (member); no chair roles indicated.
- Attendance and engagement: 2024—Board met 5 times; Audit 4; Compensation 2; Governance 1; independent directors held executive sessions after all Board meetings; all directors attended all Board and committee meetings on which they served and attended the annual meeting.
- Board leadership context: Lead Independent Director is Matthew S. McAfee; independent directors met in executive session five times in 2024.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $32,500 | $39,000 |
| Stock Awards ($) | $99,994 | $100,006 |
| Total ($) | $132,494 | $139,006 |
Compensation program parameters (for context):
| Program Element | 2023 | 2024/2025 |
|---|---|---|
| Annual Retainer (All Non-Employee Directors) | $15,000 | $20,000 |
| Board Meeting Attendance Fee | $1,500 (unscheduled meetings) | $2,000 (Board meetings) |
| Audit Committee – Chair / Member Annual Fee | $10,000 / $5,000 | $10,000 / $5,000 |
| Audit Committee Meeting Fees (Chair/Member) | $1,500 / $1,000 (only for additional meetings) | $1,500 / $1,000 (only for additional meetings) |
| Compensation Committee – Chair / Member Annual Fee | $5,000 / $1,000 | $5,000 / $1,000 |
| Governance/Other Committees – Chair / Member Annual Fee | $2,000 / $1,000 | $2,000 / $1,000 |
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Grant Date | May 10, 2023 | May 8, 2024 |
| Shares Awarded (per non-employee director) | 1,730 | 3,226 |
| Closing Price Used | $57.80 | $31.00 |
| Grant Date Fair Value ($) | Computed under FASB 718; reported as $99,994 for Nicole | Computed under FASB 718; reported as $100,006 for Nicole |
- Vesting or performance conditions for director equity awards were not specified in the proxy sections reviewed; values reflect grant-date accounting under FASB Topic 718.
Other Directorships & Interlocks
| Company/Organization | Public Company? | Role | Potential Interlock with FRPH |
|---|---|---|---|
| Federal Reserve Bank of Atlanta | No | Board of Directors | None indicated in proxy |
| Tiger Academy Jacksonville | No | Board of Directors | None indicated in proxy |
| OneJax | No | Advisory Board | None indicated in proxy |
- No public company board memberships are listed in Ms. Thomas’s biography within FRPH’s proxy.
Expertise & Qualifications
- Healthcare operations and strategy leader (hospital president, system specialty services leadership); led formation of Baptist MD Anderson Cancer Center in 2015.
- Governance and community leadership via Federal Reserve Bank of Atlanta, Tiger Academy, and OneJax boards.
- Recognitions: Modern Healthcare Top 25 Minority Executives (2018, 2020); Becker’s “70 African American leaders in health care to know” (2020); ACHE Fellow.
Equity Ownership
| Metric | As of Dec 31, 2024 |
|---|---|
| Total beneficial ownership (shares) | 9,278 |
| Percent of class | Less than 1% |
- Securities Trading Policy prohibits hedging, short sales, and trading in puts/calls; no director hedging occurred in 2024 per disclosure.
Governance Assessment
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Independence and oversight: Independent director serving on all three core committees (Audit, Compensation, Governance) enhances board coverage and oversight; Board affirms independence and committee independence.
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Engagement: 100% attendance across Board and committees in 2024; independent directors held executive sessions after every Board meeting, with five sessions in total.
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Alignment: Director pay blends modest cash fees with annual equity grants (~$100k), supporting alignment with shareholder interests; year-over-year, cash fees rose (annual retainer increased from $15k to $20k) while equity remained near ~$100k.
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Controls and conflicts: Audit Committee’s mandate includes reviewing and approving related-person transactions; no proxy disclosures identify related-party transactions involving Ms. Thomas.
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Compliance: Section 16(a) filings were timely for directors and officers in 2024, indicating strong compliance culture.
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Risk indicators: Company prohibits hedging and short sales; none occurred in 2024, mitigating misalignment risk; no pledging disclosures located in the proxy sections reviewed.
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Board context: Majority-independent board with a designated Lead Independent Director; familial relationships exist among certain non-independent directors, but independence determinations and executive sessions are designed to mitigate potential influence.