Marilyn Tavenner
SELECT MEDICAL HOLDINGSAbout Marilyn B. Tavenner
Marilyn B. Tavenner, age 73, has served as an independent director of Select Medical Holdings (SEM) since November 2018. She is the former Administrator of the Centers for Medicare & Medicaid Services (CMS) and former President & CEO of America’s Health Insurance Plans (AHIP), with degrees in Nursing (BSN) and Health Administration (MHA) from Virginia Commonwealth University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centers for Medicare & Medicaid Services (CMS) | Administrator; Acting Administrator; Joined CMS | Acting Administrator in 2011; Administrator May 2013–Feb 2015; Joined CMS in 2010 | Managed budgets >$800B annually; deep regulatory and federal program oversight |
| America’s Health Insurance Plans (AHIP) | President & CEO | Aug 2015–Jun 2018 | Industry leadership across payers and healthcare policy |
| Commonwealth of Virginia | Secretary of Health and Human Resources | Not disclosed | State-level healthcare policy and administration |
| Hospital Corporation of America (HCA); Chippenham Medical Center; Johnston-Willis Hospital | Senior executive | Not disclosed | Hospital operations/administration experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| InnovAge Holding Corp. | Director | Not disclosed | Service on regulatory and compliance committee; IT risk assessment and remediation oversight |
| Blue Cross Blue Shield of Arizona | Director | Not disclosed | Not disclosed |
Board Governance
- Committee assignments: Chair, Nominating, Governance & Sustainability Committee; Member, Quality of Care & Patient Safety Committee .
- Committee activity: Nominating Committee held four meetings in FY 2024; Quality of Care & Patient Safety Committee held four meetings in FY 2024 .
- Independence: Board determined eight of ten directors, including Tavenner, are independent under NYSE standards .
- Attendance: Board met five times in FY 2024; each then-current director attended at least 75% of Board meetings and all committee meetings for committees on which they served; all directors attended the 2024 annual meeting .
- Board class and term: Class I director; term expiring at the 2025 Annual Meeting, with nomination for reelection to serve until 2028 .
- Lead Independent Director structure: Independent Lead Director presides over executive sessions; established responsibilities and stockholder communication mechanism .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Fees Earned (Cash/Stock election) | $98,600 | Tavenner elected to receive all fees in cash (no stock election) |
| Equity Awards (Grant-date fair value, ASC 718) | $283,700 | 10,000 restricted shares granted 4/30/2024, vest in full on first anniversary |
| Total | $382,300 | Cash plus equity for FY 2024 |
Policy in effect/subject to stockholder approval for 2025: quarterly cash retainer $18,000; Board meeting attendance fees $3,000 in-person/$600 telephonic; committee attendance fees vary by committee; annual restricted stock awards equal to $200,000 RS value, vest one year after grant; chair adders per committee. The Director Compensation Policy was submitted for stockholder approval in connection with resolution of a stockholder demand regarding non-employee director compensation amounts in 2022–2024 .
Performance Compensation
| Equity Award | Grant Date | Shares | Vesting | Fair Value |
|---|---|---|---|---|
| Annual RS (continuing directors) | 04-30-2024 | 10,000 | Full vest on 1-year anniversary | $283,700 (ASC 718) |
| Annual RS (policy for 2025) | Close of each Annual Meeting (starting 2025) | Shares sufficient to equal $200,000 RS value | Full vest on 1-year anniversary | $200,000 RS value |
- No director-specific performance metrics (e.g., EPS/TSR targets) are tied to director equity awards; awards are time-based restricted stock under the Director Compensation Policy .
Other Directorships & Interlocks
| Company | Relationship to SEM | Potential Interlock Risk |
|---|---|---|
| InnovAge Holding Corp. (Director) | Unrelated healthcare services; regulatory/compliance focus | No SEM-related party transactions disclosed in reviewed sections; independence affirmed |
| Blue Cross Blue Shield of Arizona (Director) | Unrelated payer organization | No SEM-related party transactions disclosed in reviewed sections; independence affirmed |
Expertise & Qualifications
- Deep regulatory and policy expertise from CMS leadership; managed budgets >$800B annually .
- Senior hospital administration and payer-sector leadership (HCA, AHIP) .
- Governance/regulatory committee experience (InnovAge) with IT risk assessment/remediation .
- Education: BSN and MHA (Virginia Commonwealth University) .
Equity Ownership
| As-of Date | Beneficially Owned Shares | % of Outstanding | Notes |
|---|---|---|---|
| Feb 1, 2025 (proxy table) | 22,000 | <1% | As reported in Security Ownership table |
| Dec 31, 2024 (unvested RS outstanding) | 10,000 | N/A | Unvested RS from 4/30/2024 grant, vesting in 2025 |
- Director stock ownership guidelines: at least 5x annual cash compensation (excluding meeting fees); as of 12/31/2024 all directors satisfied guidelines or had time to do so .
- Anti-hedging policy: directors prohibited from hedging company securities .
Insider Trades (Form 4 activity; current ownership positions)
| Transaction Date | Filing Date | Type | Shares Transacted | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-07-29 | 2025-07-31 | Award (A) | 14,035 | $0 | 36,035 | |
| 2024-11-26 | 2024-11-29 | Sale (S) | 32,000 | $21.09 | 22,000 | |
| 2024-04-30 | 2024-05-01 | Award (A) | 10,000 | $0 | 54,000 | |
| 2023-08-01 | 2023-08-02 | Award (A) | 10,000 | $0 | 44,000 |
Governance Assessment
- Strengths: Independent status; chair of Nominating, Governance & Sustainability; member of patient safety oversight committee; met attendance thresholds (≥75% of Board and all committee meetings); board maintains executive sessions led by an independent Lead Director .
- Alignment: Holds SEM shares and annual time-based RS grants; directors subject to 5x cash retainer ownership guideline; company prohibits hedging by directors .
- Signals to monitor: Nov 2024 open-market sale of 32,000 shares (reducing beneficial holdings reported to 22,000 as of Feb 1, 2025) followed by Jul 2025 RS award lifting holdings to 36,035; sales by directors can modestly affect perceived alignment but are common for liquidity/diversification .
- Compensation governance: Board submitted a formal Non-Employee Director Compensation Policy for stockholder approval (retainer, attendance fees, $200k RS awards) as part of resolving a stockholder books-and-records demand concerning director pay levels (2022–2024), a constructive response to shareholder feedback .
- Structural context: A stockholder proposal seeks annual election of directors; Board provides no recommendation; declassification trends are common governance enhancements—monitor implications for Board accountability .