Penny Wheeler
About Penny Wheeler
Penny A. Wheeler, 66, has served as an independent director of National Research Corporation (NRC Health) since May 2021. She is a board‑certified obstetrician/gynecologist and former CEO of Allina Health (2015–2021) after serving as Chief Clinical Officer (2006–2015), and was appointed to Minnesota’s Taskforce for Health Care Financing; Modern Healthcare named her one of the top 25 women in healthcare . Her current board service includes Portico Healthnet, University of St. Thomas, University of Minnesota Foundation, University of Minnesota Board of Regents (elected 2023), and Cedar Cares .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allina Health | Chief Executive Officer | 2015–2021 | Led a major not‑for‑profit health system serving >1.5M individuals |
| Allina Health | Chief Clinical Officer | 2006–2015 | Senior clinical leadership across system operations |
| Clinical practice | Board‑certified OB/GYN | ~20 years | Direct patient care and community engagement |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| University of Minnesota Board of Regents | Regent | Elected 2023 | Governance of public university system |
| Portico Healthnet | Director | Current | Not‑for‑profit focused on uninsured Minnesotans |
| University of St. Thomas | Director | Current | Academic governance |
| University of Minnesota Foundation | Director | Current | Philanthropic oversight |
| Cedar Cares | Director | Current | Patient billing engagement technology |
Board Governance
- Independence: The Board has determined Wheeler is independent under NASDAQ standards .
- Committee memberships (member, not chair):
- Audit Committee (Chair: John N. Nunnelly)
- Compensation and Talent Committee (Chair: Stephen H. Lockhart)
- Nominating Committee (Chair: Donald M. Berwick)
- Strategic Planning Committee (Chair: John N. Nunnelly)
- Board structure: Lead Director since 2007 (currently John N. Nunnelly); in February 2025, Trent Green was appointed CEO effective June 1, 2025; Hays to transition to Chairman .
- Attendance: Board held six meetings and one independent directors meeting in 2024; all incumbent directors attended at least 75% of Board/committee meetings, and each director attended the 2024 annual meeting .
Fixed Compensation
| Component | Amount | Terms | 2024 Actual for Wheeler |
|---|---|---|---|
| Annual cash retainer | $50,000 | Non‑employee directors; Lead Director $75,000 | $50,000 |
| Director Cash Payment | Up to $50,000 | Two $25,000 increments contingent on participation in each of two in‑person meetings | $25,000 earned (one increment) |
| Cash total | — | — | $75,000 fees earned |
Performance Compensation
| Instrument | Grant Date/Timing | Grant Value | Key Terms |
|---|---|---|---|
| Director annual stock options (2004 Non‑Employee Director Stock Plan) | Date of annual meeting | $100,008 grant‑date fair value (FASB ASC 718) | Exercise price at FMV on grant; time‑based vesting the day before the next annual meeting |
| Contingent “Director Equity Award” | Participation‑contingent | Target $50,000 option value | Contingent on two in‑person meetings; no shares earned for 2024 |
No director performance metrics (e.g., EBITDA, TSR, ESG) are tied to Wheeler’s director equity; awards are attendance‑contingent and time‑based .
Other Directorships & Interlocks
- Compensation Committee Interlocks: None; no related person transactions involving committee members in 2024 .
- Prior appointment context: At Wheeler’s 2021 appointment, Allina Health (then her employer) purchased ~$1.5M of NRC products in 2020 via arm’s‑length transactions (historic vendor relationship flagged in 8‑K) .
Expertise & Qualifications
- Health system leadership, clinical governance, and patient experience expertise (CEO/CCO background; OB/GYN board certification) .
- Public-sector and academic governance experience (Minnesota Taskforce; Board of Regents; university and foundation boards) .
Equity Ownership
| Measure | As of Date | Amount | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | Record date March 20, 2025 | 44,481 | Less than 1% of shares outstanding; consists of options exercisable within 60 days |
| Ownership % | Record date March 20, 2025 | <1% | Based on 22,785,421 shares outstanding |
| Vested/exercisable options | Dec 31, 2024 | Included in 44,481 | Beneficial ownership includes options exercisable within 60 days |
| Unvested time‑based options | Dec 31, 2024 | 36,758 | 5,699 + 9,960 + 10,118 + 10,981 unexercisable tranches |
| Performance‑based 2024 option | Jan 19, 2024 award | 100,000 | Granted under 2024 Long‑Term Equity Plan; forfeited in April 2025 per Compensation Committee changes |
| Hedging/Pledging | Policy/status | — | Company does not have practices or policies restricting hedging by directors; no pledging disclosed |
Director Compensation (2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $75,000 |
| Option Awards (grant‑date fair value) | $100,008 |
| Total | $175,008 |
Shareholder Voting Signals
| Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2023 election of Penny A. Wheeler (term to 2026) | 22,369,604 | 798,175 | 14,412 | 670,641 |
| 2024 Say‑on‑Pay (NEOs) | 98%+ approval (votes cast) | — | — | — |
| 2025 Omnibus Incentive Plan | 16,852,672 | 4,017,318 | 186,111 | 829,100 |
Insider Filings
| Filing | Date | Summary |
|---|---|---|
| Form 3 (Initial Statement) | May 17, 2021 | Reported no securities beneficially owned at time of appointment |
Governance Assessment
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Strengths:
- Broad committee participation (Audit, Compensation, Nominating, Strategic Planning), with independence affirmed; Board maintained majority vote policy and held executive sessions of independent directors .
- Reliable attendance (≥75% of Board/committee meetings; attended 2024 annual meeting) .
- No related‑party transactions in 2024; Compensation Committee reported no interlocks/conflicts; strong say‑on‑pay support indicates alignment with shareholders .
-
Watch items / RED FLAGS:
- Historic Allina Health vendor relationship (2020) flagged at appointment; while arms‑length, continued monitoring is prudent for any ongoing ties or influence channels .
- Hedging policy does not prohibit director hedging; absence of restrictions may weaken alignment compared to best practice policies that ban hedging/pledging .
- Ownership alignment relies primarily on options; beneficial ownership is <1% and largely option‑based, with limited direct stock ownership disclosed .
-
Compensation structure observations:
- Director equity is time‑based and attendance‑contingent rather than performance‑based; governance investors may prefer RSUs or ownership guidelines to strengthen long‑term alignment .
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Overall: Wheeler’s healthcare leadership and independent status support Board effectiveness across compliance, pay, nominations, and strategy. The main governance considerations are policy gaps around hedging and the historical Allina relationship; otherwise, attendance and committee engagement are solid, with no 2024 related‑party transactions identified .
