William Frist

About William H. Frist

William H. Frist, age 73, has served as an independent director of Select Medical Holdings Corporation since 2010; he is a heart and lung transplant surgeon, former U.S. Senator (1995–2007) and former Senate Majority Leader (2002–2007) with deep healthcare policy expertise . He currently chairs the Board’s Quality of Care and Patient Safety Committee and serves on the Audit and Compliance Committee, where the Board has determined each member (including Dr. Frist) qualifies as an SEC “audit committee financial expert” .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Dr. Frist is independent under NYSE standards (8 of 10 directors independent) .
• Committee assignments: Member, Audit and Compliance Committee; Chair, Quality of Care and Patient Safety Committee .
• Financial expertise: All Audit and Compliance Committee members (including Dr. Frist) are “audit committee financial experts” under SEC rules and financially sophisticated under NYSE rules .
• Attendance and engagement: In 2024, the Board met 5 times and each director attended at least 75% of Board and applicable committee meetings; all directors serving at the time attended the 2024 annual meeting .
• Lead independent director: The Board’s Lead Director is Russell L. Carson (independent), who presides over executive sessions .
• Director ownership guidelines: Non‑employee directors must own shares valued at least 5x annual cash retainer (excluding meeting fees); as of 12/31/2024, all directors satisfied the guidelines or had time remaining to do so .
• Anti‑hedging: Company policy prohibits employees and directors from hedging Company securities .
• Quality oversight: The Quality of Care and Patient Safety Committee charter (reviewed Feb. 12, 2025) details oversight of the enterprise‑wide patient safety evaluation system and clinical quality policies .

Fixed Compensation

2024 director equity awards: Each non‑employee director received 10,000 restricted shares on April 30, 2024, vesting in full on the first anniversary .

2025 policy (subject to stockholder approval): Quarterly cash retainer $18,000 ($72,000 annual) plus annual restricted stock grant with $200,000 value; meeting and committee attendance fees as specified below .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Clinical and regulatory depth: Board‑certified heart and lung transplant surgeon offering clinical perspective and understanding of care delivery and quality .
• Public policy leadership: Former U.S. Senate Majority Leader, providing insight into federal healthcare regulation affecting SEM .
• Financial oversight: Audit Committee member designated an “audit committee financial expert” by the Board; experience overseeing financial reporting and risk management .
• Governance: Extensive prior public company board service across healthcare and industrials supports board and committee effectiveness .

Equity Ownership

Insider Trades (Form 4) – Selected 2023–2025

Note: Insider activity reflects periodic equity awards and small accrued share additions; no open‑market sales were reported in this period in the retrieved filings [ReadFile: /tmp/insider_trades_20251120_030926.json].

Governance Assessment

• Effectiveness signals: Independent status, chairing the Quality of Care and Patient Safety Committee, and Audit Committee “financial expert” designation support strong oversight of clinical quality and financial reporting .
• Engagement: 2024 attendance thresholds were met by all directors; directors attended the 2024 annual meeting, indicating engagement .
• Alignment: Meaningful beneficial ownership (285,534 shares), adherence to director ownership guidelines, and taking a portion of fees in stock signal alignment with shareholders .
• Pay structure: Director equity is time‑vested, not performance‑based; a 2025 policy standardizing director pay (including $200k equity and $72k cash retainer) was advanced for stockholder approval, partially in response to a stockholder demand related to 2022–2024 director compensation—demonstrating responsiveness .
• Related‑party/conflict review: The proxy discloses related‑party transactions involving office leases with entities tied to the Executive Chairman and a NetJets arrangement, but does not identify related‑party transactions involving Dr. Frist; such transactions require Audit Committee and non‑interested Board approval and are supported by third‑party appraisals for leases .
• Shareholder sentiment context: Say‑on‑pay support was ~88% in 2024, and the Compensation Committee monitors these votes, indicating broader governance engagement with investors .

RED FLAGS (none specific to Dr. Frist disclosed): No pledging, loans, or related‑party transactions involving Dr. Frist are disclosed in the proxy; hedging is prohibited by policy . Broader company‑level related‑party leases with the Executive Chairman exist and remain a governance consideration but are outside Dr. Frist’s personal conflicts per disclosures .