Parvinderjit Khanuja
SELECT MEDICAL HOLDINGSAbout Parvinderjit S. Khanuja
Parvinderjit S. Khanuja, 66, has served as an independent Class II director of Select Medical Holdings Corporation since November 2021; his current term expires in 2026. A medical oncologist and Fellow of the American College of Physicians (FACP), he founded and is Managing Partner of Ironwood Physicians, PC, the largest cancer treatment center in the Phoenix metropolitan area with 100+ providers . The Board determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ironwood Physicians, PC | Managing Partner; Founder | 1993–present | Built largest Phoenix-area oncology practice (100+ providers), bringing operating and regulatory expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Five Rivers Foundation | Board Member | Not disclosed | Social causes and scholarships |
| American College of Physicians | Fellow (FACP) | Not disclosed | Demonstrates leadership in medical practice and developments |
Board Governance
- Independence: The Board determined Dr. Khanuja is independent (one of eight independent directors) .
- Attendance: In FY 2024, the Board met five times; each then-current director attended at least 75% of Board meetings and all committee meetings of which they were a member; all directors attended the 2024 annual meeting of stockholders .
- Lead Independent Director: Russell L. Carson serves as Lead Director and presides over executive sessions of independent directors .
| Committee | Role | Chair? | FY 2024 Meetings |
|---|---|---|---|
| Audit and Compliance Committee | Member | No | 5 meetings |
| Quality of Care and Patient Safety Committee | Member | No | 4 meetings |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Fees Earned ($) | $105,189 |
| Stock Awards ($) (grant-date fair value) | $283,700 |
| Total ($) | $388,889 |
| Form of Receipt of 2024 Fees | Amount |
|---|---|
| Paid in Cash ($) | $33,200 |
| Paid in Stock (Shares) | 2,300 |
| Paid in Stock (Value $) | $71,989 |
| Director Compensation Policy (Expected for FY 2025) | Amount |
|---|---|
| Quarterly Cash Retainer ($18,000 per quarter; $72,000 annually) | $72,000 |
| Annual Restricted Stock Grant (RS Value) | $200,000 |
| Meeting Fee Schedule (FY 2024) | In-Person (Conjunction with Board) | In-Person (Independent of Board) | Telephonic |
|---|---|---|---|
| Board Meeting | $3,000 | — | $600 |
| Audit & Compliance Committee | $4,000 | $5,000 | $2,000 |
| Quality of Care & Patient Safety Committee | $2,000 | $3,000 | $1,000 |
| All Other Committees | $1,000 | $2,000 | $500 |
| Meeting Fee Schedule (Policy Submitted for Stockholder Approval in 2025) | In-Person (Conjunction with Board) | In-Person (Independent of Board) | Telephonic |
|---|---|---|---|
| Board Meeting | $3,000 | — | $600 |
| Audit & Compliance Committee | $4,000 | $5,000 | $2,000 |
| Quality of Care & Patient Safety Committee | $2,500 | $3,000 | $1,000 |
| Human Capital & Compensation Committee | $1,500 | $2,000 | $500 |
| Nominating, Governance & Sustainability Committee | $1,500 | $2,000 | $500 |
| Committee Chair Adders (Audit & Quality) | +$2,000 (in-person) | — | +$1,000 (telephonic) |
| Committee Chair Adders (Nominating & HCC) | +$1,000 (in-person) | — | +$500 (telephonic) |
Note: The Board asked stockholders to approve the Non-Employee Director Compensation Policy; this submission followed a stockholder demand to inspect books and records regarding non-employee director compensation paid in 2022–2024 .
Performance Compensation
| Equity Award | Grant Date | Shares | Vesting | Notes |
|---|---|---|---|---|
| Annual Restricted Stock (non-employee directors) | April 30, 2024 | 10,000 | Vests in full on first anniversary of grant date | Granted under 2020 Equity Plan |
| Unvested RS Outstanding (as of Dec 31, 2024) | — | 10,000 | — | Per Director Compensation Table footnote |
| Director Compensation Policy (2025+) | At each Annual Meeting (continuing directors) | Shares sized to $200,000 RS Value | Vests on one-year anniversary | Automatic, nondiscretionary awards |
- No performance metrics are tied to director equity; grants are time-based restricted stock for alignment and retention .
Other Directorships & Interlocks
| Company/Organization | Public Company? | Role | Committees |
|---|---|---|---|
| None disclosed (public companies) | — | — | — |
| Five Rivers Foundation | No (non-profit) | Board Member | Not disclosed |
The proxy biography for Dr. Khanuja does not list any other public company directorships .
Expertise & Qualifications
- 30+ years as a medical oncologist; founder/operator of a large oncology medical group, bringing healthcare operations and regulatory oversight expertise to SEM’s Board .
- FACP credential reflects professional leadership and staying at the forefront of healthcare developments .
- Serves on Audit & Compliance Committee, applying familiarity with financial reporting, legal/regulatory compliance, and IT systems oversight; also serves on Quality of Care & Patient Safety Committee .
Equity Ownership
| Ownership Detail | Value |
|---|---|
| Shares Beneficially Owned | 44,089 |
| Percent of Outstanding Shares | <1% (based on 128,962,850 shares outstanding on Feb 1, 2025) |
| Unvested RS Outstanding (as of Dec 31, 2024) | 10,000 |
- Director Stock Ownership Guidelines: Non-employee directors must own shares equal to at least 5x annual cash compensation (excluding meeting fees); as of Dec 31, 2024, all directors either satisfied their guideline or had time remaining to satisfy it .
- Anti-Hedging Policy: Directors are prohibited from hedging company stock via derivatives (e.g., prepaid forwards, swaps, collars) .
Governance Assessment
- Board effectiveness: Independent status, dual committee service (Audit & Compliance; Quality of Care & Patient Safety), and full attendance adherence in FY 2024 support governance quality and engagement .
- Alignment: 2024 compensation shows a significant equity component via restricted stock; he also elected to receive part of his fees in stock (2,300 shares), indicating personal alignment with shareholders .
- Ownership: Beneficially owns 44,089 shares, with 10,000 unvested RS outstanding; board-level disclosure indicates directors meet or are on path to meet ownership guidelines, and company prohibits hedging, reinforcing alignment .
- Compensation governance: The Board submitted a formal Non-Employee Director Compensation Policy for stockholder approval in 2025, partially in connection with resolving allegations raised in a stockholder books-and-records demand about director pay levels in 2022–2024; policy sets cash retainer, meeting fees, and annual RS grants at $200,000 with standardized vesting and chair adders, improving transparency and discipline .
- Potential conflicts and related parties: His biography discloses leadership at Ironwood Physicians, PC; the proxy does not identify any related-party transactions involving Dr. Khanuja in the directors and nominees or related-party sections reviewed .
- Additional safeguards: Company maintains compensation recoupment policies, including a Rule 10D-1 recovery policy for erroneously awarded incentive-based compensation (company-wide governance posture), and prohibits repricing or buy-outs of out-of-the-money options/SARs without stockholder approval .
- Shareholder feedback: Say-on-pay (executive compensation) received ~88% support in 2024, indicating broad investor acceptance of pay design and governance practices; while focused on NEOs, it reflects overall compensation governance credibility .
RED FLAGS: None specific to Dr. Khanuja were disclosed in the proxy; the 2025 director compensation policy arising partly from a stockholder demand on prior director pay levels is a governance event to monitor (execution risk in policy adherence, perception risk), but it also represents a remedial transparency step by the Board .