Dennis Pullin
HillenbrandAbout Dennis W. Pullin
Dennis W. Pullin (age 65) is an independent director of Hillenbrand, Inc. (HI) serving since 2021; he sits on the Compensation and Nominating/Corporate Governance Committees. He is President & CEO of Virtua Health (2017–present), with prior senior leadership at MedStar Harbor Hospital (President, 2009–2017), MedStar Washington Hospital Center (COO/SVP, 2006–2009), and CHI St. Luke’s Health (VP, 2002–2006). He holds a Certificate for Post‑Graduate Studies in Cardiac Rehabilitation (Baylor College of Medicine), an M.S. in Physiology (Texas A&M), and a B.A. in Biology (Texas Lutheran University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virtua Health | President & CEO | 2017–present | Led sustainability, DEI, digital transformation; “Hospital at Home” program referencing patient experience transformation . |
| MedStar Harbor Hospital | President | 2009–2017 | Senior leadership at multi-entity health system; risk oversight in high‑complexity settings . |
| MedStar Washington Hospital Center | COO & SVP | 2006–2009 | Operations executive in large teaching/research hospital; information security oversight for patient data . |
| CHI St. Luke’s Health | VP, Operations & Business Development | 2002–2006 | Strategy and growth execution in tertiary teaching hospital . |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| DaVita, Inc. (NYSE: DVA) | Director | Since 2024 |
| New Jersey Hospital Association | Director | Since 2019 |
| Chamber of Commerce Southern New Jersey | Director | Since 2018 |
| Healthcare for the Homeless | Director | 2013–2017 |
Board Governance
- Committee assignments: Member, Compensation and Management Development Committee; Member, Nominating/Corporate Governance Committee .
- Independence: Board determined Mr. Pullin is independent under NYSE and SEC rules; 10 of 11 directors are independent; the Chair is independent and CEO and Chair roles are separated .
- Attendance and engagement: Board (7 meetings), Compensation (6), NCG (4), Audit (7) in FY2024; each director attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session after each Board and committee meeting .
- Related-party transactions and conflicts: NCG Committee reported no transactions since FY2023 in which any related person had a material interest requiring disclosure .
Fixed Compensation (Director)
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $95,000 | Annual cash retainer for independent directors . |
| Stock awards (grant-date fair value) | $139,968 | Annual director RSUs; vest on earlier of one year or just prior to next annual meeting; delivery deferred until board service ends or qualifying event . |
| All other compensation | $228 | Company-provided term life insurance (net of premiums) . |
| Total | $235,196 | Sum of above . |
| RSUs outstanding (as of 9/30/2024) | Vested: 6,682; Unvested: 3,056 | Unvested figures include accrued dividends; annual grant on 2/20/2024 was 3,002 RSUs . |
Program parameters (context for governance and alignment):
- Annual cash retainer $95,000; Committee Chair retainers $20,000 (Audit) and $15,000 (Comp/NCG/M&A); Board Chair additional $40,000 cash .
- Annual director RSUs $140,000; Board Chair additional RSUs $85,000 (raised to $90,000 effective 10/1/2024) .
- Director base compensation limit: $600,000 per year (cash + RSU grant value), excluding chair retainers .
Performance Compensation (Director)
- Director equity awards are time‑based RSUs; no performance‑conditioned director equity or options are granted. RSUs vest on the earlier of one year or just prior to the next annual meeting, and shares are delivered only after service ends, change in control, death or disability, supporting long-term alignment .
- As a Compensation Committee member, Mr. Pullin oversees executive pay plans that use performance metrics including Adjusted EBITDA, Revenue/Order Intake, Cash Conversion Cycle (STIC), and Relative TSR and Shareholder Value (LTIC) (definitions and payout curves detailed in the proxy) .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict |
|---|---|---|
| DaVita, Inc. | Public | None disclosed with HI; Compensation Committee reported no interlocks and no material related-party transactions among its members in FY2024 . |
Expertise & Qualifications
- Strategic healthcare leadership and transformation (Hospital at Home; customer service focus; digital transformation) .
- Sustainability and DEI advocacy in large organizations; cyber/information security oversight in healthcare settings (patient data protection and privacy compliance) .
- M&A leadership across dynamic organizations; risk management in high‑complexity environments .
- Academic credentials in physiology and cardiac rehabilitation; board service across healthcare and civic organizations .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership | 9,789 shares | Includes RSUs held on company books; <1% of shares outstanding; no pledges reported . |
| Ownership as % of SO | <1% | Proxy denotes “*” less than one percent . |
| RSUs | Vested: 6,682; Unvested: 3,056 | See Fixed Compensation table above . |
| Stock ownership guidelines | 5× annual cash retainer | Directors must reach within 5 years; Mr. Pullin is within the compliance window . |
| Hedging/pledging | Prohibited | Insider Trading & Disclosure policy; anti‑hedging and anti‑pledging rules; directors may not hold HI stock in margin accounts . |
| Section 16 compliance | In compliance | Company reported no Section 16 filing delinquencies for FY2024 . |
Governance Assessment
- Board effectiveness: Independent Chair; separation of CEO and Chair; robust executive sessions; ≥75% attendance; active committee work—positive signals for oversight .
- Compensation governance: No interlocks/insider participation; independent consultant engaged; strong alignment with performance (STIC/LTIC metrics); shareholder Say‑on‑Pay historically >94% approval over the last eleven years, indicating investor support .
- Alignment and safeguards: Director stock ownership guidelines (5× retainer); anti‑hedging/pledging; clawback policy compliant with SEC/NYSE standards—strong investor alignment and risk controls .
- Conflicts: No related‑person transactions identified since FY2023; independence reaffirmed .
- RED FLAGS: None disclosed specific to Mr. Pullin. Monitor cumulative external commitments (Virtua Health CEO and DaVita director) for time demands, but current HI attendance thresholds were met at the Board level in FY2024 .
Appendices (Reference)
- Committee responsibilities: Compensation Committee oversees executive pay and talent development; NCG oversees governance, independence, CEO succession, and director nominations .
- Board diversity: 5 of 11 directors are female; 3 are ethnically diverse (two Black/African‑American, one Asian) .