Richard A. Lechleiter
About Richard A. Lechleiter
Independent director since 2007 (age 66 as of December 31, 2024), Lechleiter is President of the Catholic Education Foundation of Louisville and formerly served as EVP & CFO of Kindred Healthcare (Feb 2002–Jan 2014), with prior senior finance roles at Humana and HCA . He is designated an Audit Committee Financial Expert and currently chairs the Compensation Committee while serving on the Audit Committee, signaling deep finance and governance expertise aligned to board oversight needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kindred Healthcare, Inc. | Executive Vice President & Chief Financial Officer | Feb 2002 – Jan 2014 | Led finance, investor relations, M&A, corporate governance; contributes financial reporting acumen to SYBT |
| Humana Inc. | Senior financial positions | Not disclosed | Large-cap healthcare finance experience |
| HCA, Inc. | Senior financial positions | Not disclosed | Large-cap healthcare finance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Catholic Education Foundation of Louisville | President | Current | Affiliation reviewed annually for independence; donations deemed immaterial to independence |
Board Governance
| Area | Details |
|---|---|
| Independence | Board affirmatively determined Lechleiter is independent under Nasdaq and SYBT Guidelines |
| Committee assignments | Audit Committee (member; Audit Committee Financial Expert); Compensation Committee (Chair) |
| Committee meeting cadence (2024) | Audit: 5 meetings; Compensation: 7 meetings; Nominating & Corporate Governance: 4; Credit & Risk: 4; Board: 8 |
| Attendance | All directors attended at least 98% of Board and committee meetings in 2024 (applies to Lechleiter) |
| Lead Independent Director | Stephen M. Priebe (Lead Independent Director; chairs Nominating & Corporate Governance) |
| Executive sessions | Non‑management directors hold executive sessions at Board and committee meetings |
| Anti‑hedging/pledging | Hedging and pledging of Company stock generally prohibited for directors |
| Related‑party policy | Audit Committee oversees related‑person transaction review; quarterly/annual questionnaires; arm’s‑length standard |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 2024 | 79,025 | 1,165 (dividends on RSUs) | 130,190 |
Director compensation program effective Jan 1, 2025 (structure applicable to Lechleiter as Board member, Audit member, Compensation Chair):
| Element | Member Cash Retainer ($) | Member Equity Retainer ($) | Per Meeting Fee ($) | Chair Additional Cash Retainer ($) |
|---|---|---|---|---|
| Board of Directors | 48,000 | 54,000 | 1,625 | — |
| Audit Committee | — | — | 1,200 | 15,000 (if Chair; Lechleiter is not Chair) |
| Compensation Committee | — | — | 800 | 12,000 (Lechleiter as Chair) |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant Fair Value ($) | Vesting | Dividends/Dividend Equivalents |
|---|---|---|---|---|---|
| Restricted Stock Units (RSUs) | Jan 2024 | 955 | 50,000 | Fully vest one year from grant; dividend equivalents accrue and vest with RSUs | $1,165 dividends on 2024 RSUs paid Jan 2025 |
Notes:
- No director options or performance-based stock awards disclosed for 2024; RSUs vest time-based; no TSR/financial metrics tied to director equity .
- Executive Clawback Policy applies to executives (not director equity), but signals governance rigor overseen by the Compensation Committee chaired by Lechleiter .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (for Lechleiter) |
| Compensation Committee interlocks | None requiring disclosure; all members independent, non‑employee directors |
| Potential interlocks/conflicts | Board reviewed charitable donations to Catholic Education Foundation of Louisville; determined not material to independence |
Expertise & Qualifications
| Qualification | Evidence |
|---|---|
| Audit Committee Financial Expert | Designated by Board; member of Audit Committee |
| Executive leadership & strategic planning | EVP & CFO at Kindred; senior roles at Humana and HCA; skills matrix shows leadership/strategy |
| Accounting/Financial reporting & corporate governance | CFO background and audit expert designation; skills matrix |
| M&A and corporate finance | Kindred CFO experience; skills matrix M&A |
| Risk management | Committee oversight structure and skills matrix |
| Banking/financial services familiarity | Board skills matrix relevance |
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Dec 31, 2024) | 32,612 shares |
| Ownership % of shares outstanding | Less than 1% |
| Unvested RSUs included | 955 shares |
| Directors’ Deferred Compensation Plan | 26,932 shares attributed to Lechleiter |
| SARs/options | None listed for Lechleiter |
| Hedging/pledging status | Company policy generally prohibits hedging and pledging |
Additional program detail:
- Directors may defer fees into the Director Nonqualified Deferred Compensation Plan, including investment in Company stock; approximately 94% of aggregate director NQ balances were invested in Company stock at 12/31/2024 (alignment signal) .
Governance Assessment
- Strengths: Independent director with deep finance and healthcare services background; Audit Committee Financial Expert; chairs Compensation Committee with use of independent consultant (Aon) and periodic market benchmarking; strong attendance (≥98%); robust anti‑hedging/pledging and related‑party review frameworks .
- Alignment: Meaningful personal ownership and substantial deferred compensation held in Company stock; annual director RSU grants vest on a one‑year schedule with dividend equivalents, reinforcing alignment though without performance conditions typical for executives .
- Potential watch items: Ordinary‑course banking relationships with directors and related interests totaled $97 million (~8.0% of consolidated equity) across all directors/officers; managed under Regulation O and reviewed by the Board/Audit Committee, but remains an area to monitor for concentration and terms (no Lechleiter‑specific exceptions disclosed) . Charitable donations to the Catholic Education Foundation of Louisville were reviewed and deemed immaterial to independence; maintain oversight continuity .
- Compensation structure changes: 2025 program increased pay to remain at peer median (Aon study); as Compensation Chair, Lechleiter receives additional cash retainer; equity remains time-based RSUs for directors; no performance metrics tied to director pay disclosed .
RED FLAGS: None specifically identified for Lechleiter in 2024–2025 disclosures (no interlocks requiring disclosure; no related‑party transaction disclosures specific to him; hedging/pledging prohibited by policy) .
