Peter K. Markell
About Peter K. Markell
Independent director of Huron Consulting Group Inc. since March 2022; age 69. Executive Vice President and CFO of Brown University Health (formerly Lifespan Health System) since 2023; previously EVP of Administration & Finance, CFO and Treasurer at Mass General Brigham (1999–2021), with prior roles including Audit Partner at Ernst & Young and Interim CFO of Massachusetts General Hospital. BS/BA in Accounting and Finance from Boston College; inactive CPA. Serves as Audit Committee chair and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown University Health (f/k/a Lifespan Health System) | Executive Vice President and CFO | 2023–present | Finance leadership; proximity to Huron’s Boston Innosight team cited as beneficial |
| Mass General Brigham | EVP Administration & Finance, CFO & Treasurer | 1999–2021 | Oversight of ~$14B operations and ~$21B assets; led corporate finance, research mgmt, IS, real estate, treasury, HR |
| Ernst & Young LLP | Audit Partner | Prior to 1999 | Big Four audit experience |
| Massachusetts General Hospital | Interim CFO | Prior to 1999 | Hospital finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eastern Bank | Director; Chair of Audit Committee; member of Compensation, Risk Management, and Nominating & Corporate Governance | Since 2006 | Audit chair; multiple governance committees |
| Boston College | Board of Trustees; Former Chairperson | Not specified | Higher education governance |
| CodaMetrix | Director; Audit Committee member | Not specified | Health data/technology oversight |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member; Technology & Information Security Committee member .
- Independence: Board determined Markell is independent under Nasdaq rules; reviewed client relationships and found Brown University Health revenue to Huron <0.03% of Huron’s annual revenues, not impairing independence .
- Attendance and engagement: Board met 8 times in 2024; overall Board/Committee attendance was 99% (Huron’s practice is all directors attend all committee meetings) .
- Committee activity (2024): Audit (8 meetings); Compensation (7); Nominating & Corporate Governance (4); Technology & Information Security (5); Finance & Capital Allocation (6) .
- Board leadership: Non-executive Chairman Hugh E. Sawyer chairs executive sessions; roles of Chair and CEO are separated .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair | 8 |
| Nominating & Corporate Governance | Member | 4 |
| Technology & Information Security | Member | 5 |
Additional governance signals:
- Board declassification underway; all directors elected annually starting 2024, with full declassification by 2026 .
- Clawback policy expanded on Feb 14, 2025 to permit recovery/forfeiture for certain misconduct causing reputational or financial harm, in addition to Dodd-Frank requirements .
- Hedging and pledging of company stock prohibited by Insider Trading Policy .
- Say-on-pay support: 98% approval at 2024 annual meeting .
Fixed Compensation
Program structure for non-employee directors (effective Jan 1, 2024): $75,000 annual cash retainer; RSU grant with ~$170,000 grant-date fair value; committee chair/member retainers (Audit Chair $25,000; Audit membership $10,000; N&CG membership $7,500; Technology & Information Security membership $7,500); stock ownership requirement equal to 5x annual retainer ($375,000) .
| Compensation Element | 2024 Amount ($) | Notes |
|---|---|---|
| Cash fees (Board + committee) | 115,000 | Reflects $75,000 retainer + Audit Chair $25,000 + N&CG $7,500 + T&IS $7,500 |
| Stock awards (RSUs) | 169,964 | Annual grant; vests ratably over 12 quarters; valued at closing price on grant date |
| Total | 284,964 | Sum of cash and stock awards |
| Ownership guideline | 5x annual cash retainer ($375,000) | Applies to non-employee directors |
Performance Compensation
Directors receive time-vested RSUs; no director performance metrics disclosed. RSUs vest ratably over 12 quarters, granted on annual meeting date, valued at closing price; no stock options disclosed for directors .
| Equity Component | Grant-Date Fair Value ($) | Vesting | Grant Practice |
|---|---|---|---|
| RSUs (2024) | 169,964 | Ratably over 12 quarters | Granted at annual meeting; priced at closing price on grant date |
Other Directorships & Interlocks
- Public company: Eastern Bank (audit chair; comp, risk, nom&gov member) .
- Non-profit/academic: Boston College Board of Trustees (former Chairperson) .
- Private company: CodaMetrix (audit committee member) .
No related-party transactions disclosed involving Eastern Bank or CodaMetrix in the proxy sections read; independence assessment focused on Brown University Health, Stanford University, and Boston Medical Center relationships .
Expertise & Qualifications
- Financial expertise: CFO roles overseeing multibillion-dollar operations; audit partner background; designated audit committee financial expert .
- Sector expertise: Healthcare and higher education leadership experience .
- Governance/technology: Experience across governance, information systems, and risk management; service on multiple public and private boards .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 9,562 |
| Shares outstanding | 17,921,212 |
| Ownership as % of outstanding | ~0.053% (derived from 9,562 / 17,921,212) |
| Unvested RSUs vesting within 60 days of Record Date | 608 |
| Additional unvested RSUs (beyond 60 days) | 2,621 |
| Unvested RSUs at 12/31/2024 (snapshot) | 3,913 |
| Ownership guideline compliance | Directors are in compliance with share ownership guidelines |
| Hedging/pledging | Prohibited by company policy |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair and audit financial expert; extensive CFO experience in complex healthcare systems; high board/committee attendance; robust clawback and anti-hedging/pledging policies; director ownership guidelines; board declassification in progress; strong shareholder support for compensation programs (98% say-on-pay) .
- Potential conflicts: Employment at Brown University Health, a Huron client; board reviewed and quantified revenue exposure (<0.03% of Huron annual revenues) and affirmed independence, mitigating conflict risk .
- Alignment: Director pay structured with a meaningful equity component and ownership requirements that promote alignment; RSUs’ multi-year vesting supports longer-term orientation .
- Signals to investors: Audit leadership and financial expertise bolster board oversight quality; policy enhancements (clawback expansion) and board refresh/declassification are shareholder-friendly governance moves .