Cecil Haney
TENET HEALTHCAREAbout Cecil D. Haney
Cecil D. Haney is a retired four‑star Admiral, U.S. Navy, age 69, serving on Tenet Healthcare’s Board since 2021. He is independent under NYSE and Tenet’s Corporate Governance Principles and brings leadership experience in cybersecurity, systems planning, crisis and risk management; he is a U.S. Naval Academy graduate with master’s degrees in National Security Strategy (National Defense University) and Engineering Acoustics/System Technology (Naval Postgraduate School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Strategic Command | Commander | 2013–2016 | Led strategic capabilities including nuclear, missile defense, space, cyberspace; deep crisis/risk oversight |
| U.S. Pacific Fleet | Commander | 2012–2013 | Led operations, manning/maintenance across Pacific/Indian Oceans; complex operational execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| General Dynamics Corporation | Director (public company) | Current | Other current public board service |
| Johns Hopkins Univ. Applied Physics | Board of Managers | Current | Technical oversight exposure |
| Penn State Univ. Applied Research Lab | Advisory Board | Current | Defense/applied research advisory |
| Naval Studies Board | Member | Current | Naval policy/technology advisory |
| Aerospace Corporation | Board of Trustees | Current | Space systems governance |
| Systems Planning and Analysis, Inc. | Director | Current | Defense analysis, private company |
| Center for a New American Security | Director | Current | Policy think tank governance |
| Military Child Education Coalition | Chairman, Board of Directors | Current | Non‑profit leadership |
Board Governance
- Committee memberships: Audit Committee (member) and Nominating & Corporate Governance Committee (member); no chair roles .
- Independence: Board affirms Haney is independent; Tenet requires ≥2/3 independent directors; all committee members/chairs are independent .
- Attendance: Board met 6 times in 2024; each director participated in ≥75% of aggregate Board/committee meetings; 12 directors attended the 2024 Annual Meeting .
- Committee activity: Audit Committee held 8 meetings (oversight of financial reporting, internal audit, cybersecurity); Nominating & Corporate Governance held 4 meetings (board composition, governance policies, related‑party review) .
- HR Committee interlocks: None; no related‑person relationships among HR Committee members .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Increased from $100,000 in May 2024 |
| Committee chair fee (if any) | N/A | Haney not a chair |
| Meeting fees – Board | No fee for first 7 meetings; thereafter $3,000 in‑person / $1,500 telephonic | 2024 program |
| Meeting fees – Committees | $2,000 per committee meeting | 2024 program |
| 2024 cash fees earned (Haney) | $136,500 | As reported for FY2024 |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSUs (director grant) | May 23, 2024 | 1,551 | $200,048 | Vest on 1st anniversary (or earlier upon death/disability) | 2019 Stock Incentive Plan; fair value based on $128.98 NYSE close |
| RSU settlement option | 2024 onward | Up to 37% of RSUs may be settled in cash | — | At settlement | Program change enabling partial cash settlement |
| Special RSU Deferral Plan election | Elected | — | — | Settlement deferred 5 years | Haney elected to defer director RSU settlement; change‑of‑control settlement at subsequent deferral date |
Performance metrics oversight (company executive pay program):
| Metric (Weight) | Threshold | Target | Maximum | Actual Performance | Weighted Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA (70%) | — | — | — | Achieved at 200% of target | 140% |
| Adjusted FCF Less NCI (30%) | — | — | — | Achieved at 200% of target (after Committee adjustments) | 60% |
| Final AIP funding pool | — | — | — | 200% of target | 200% |
Note: Directors’ RSUs are time‑based; the metric table shows executive AIP metrics the Board oversees for pay‑for‑performance alignment .
Other Directorships & Interlocks
| Company | Relationship to Tenet | Potential Interlock/Conflict |
|---|---|---|
| General Dynamics Corporation (NYSE:GD) | Unrelated industry (defense) | No Tenet‑reported related‑person transactions; independence affirmed |
- Related‑party transactions: None requiring disclosure since the beginning of the last completed fiscal year; Governance Committee (independent) reviews any such transactions .
Expertise & Qualifications
- Cybersecurity, systems planning, crisis and risk management; large‑scale operational command leadership .
- Audit Committee service (financial literacy requirement for members is met at committee level; audit committee financial experts designated are Fisher, Lynch, Romo) .
- Governance: Experience across defense, applied research, and non‑profit boards supports oversight of Tenet’s ESG and compliance posture .
Equity Ownership
| Beneficial Ownership (as of Mar 3, 2025) | Amount | Notes |
|---|---|---|
| Common stock (including director RSUs) | 14,535 | Includes 8,890 RSUs; <1% of class; directors/executives have not pledged any shares |
| Anti‑hedging/pledging policy | Prohibits hedging and pledging by directors/officers/employees | Reinforces alignment and risk control |
| Director ownership guideline | 5× annual cash retainer within 5 years; retain 100% net shares until compliant | All non‑employee directors are in compliance or within period to comply |
Recent insider transactions:
| Date | Transaction | Shares | Price | Value | Post‑trade holdings |
|---|---|---|---|---|---|
| Mar 4, 2025 | Sale (Form 4) | 2,500 | $124.26 | $310,650 | 12,035 direct shares |
Governance Assessment
- Strengths: Independent director with national security and cyber risk expertise; active on Audit and Nominating & Governance committees; strong board‑level policies (anti‑hedging/pledging, clawbacks); robust meeting participation; no related‑party transactions disclosed .
- Incentive alignment: Director RSUs with vesting and elected five‑year deferral enhance long‑term orientation; company’s executive compensation reflects strong pay‑for‑performance framework with AIP funded at 200% on 2024 results .
- Shareholder signals: Say‑on‑pay support remained strong—over 96% approval at 2024 meeting; 2025 advisory vote received 72,929,010 for vs. 5,362,708 against .
- Watch items: Regular Form 4 activity, including Haney’s 2,500‑share sale in March 2025; sales by directors are not unusual but merit monitoring for pattern and timing relative to RSU vesting windows .
Director Compensation (FY2024 actual)
| Component | Amount ($) | Detail |
|---|---|---|
| Fees earned or paid in cash | 136,500 | Annual retainer + meeting fees (no chair fees) |
| Stock awards (RSUs) | 200,048 | 1,551 RSUs granted 05/23/2024; fair value based on $128.98 NYSE close |
| Total | 336,548 | Sum of cash + stock award fair value |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: Over 96% support (Board noted no changes to program due to strong support) .
- 2025 meeting outcomes: Advisory compensation vote 72,929,010 for / 5,362,708 against; directors (including Haney) re‑elected with strong majorities .
Compensation Committee Practices
- Independent compensation consultant: Meridian Compensation Partners, LLC advises HR Committee; independence assessed—no conflicts .
- Peer benchmarking: Direct peers CHS, HCA, UHS; broader healthcare peers used for competitiveness .
- Clawbacks: Rule 10D‑1 compliant clawback policy; broader AIP/LTI clawbacks for misconduct beyond restatements .
- Director pay structure: Cash retainer, meeting fees, annual RSUs; program adjusted in 2024 to allow up to 37% RSU cash settlement; Special RSU Deferral Plan elections (Haney elected) .
Related Party Transactions
- Policy: Governance Committee (independent) must review/approve any related‑person transactions .
- Disclosure: None requiring disclosure since start of last completed fiscal year .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for directors/officers—reduces alignment risk .
- HR Committee interlocks: None; mitigates compensation conflicts .
- Insider sales: Monitor for patterns; Haney sold 2,500 shares on Mar 4, 2025 (Form 4) .
Equity Ownership Alignment
- Beneficial ownership: 14,535 shares including 8,890 RSUs (<1% of class); no pledging; aligns with director stock ownership and retention requirements (5× retainer within 5 years) .