Christopher Lynch
TENET HEALTHCAREAbout Christopher S. Lynch
Christopher S. Lynch, age 67, is an independent director of Tenet Healthcare Corporation (THC) since 2019. He is a former National Partner in Charge of the Financial Services practice at KPMG, LLC, with 29 years at the firm, and has chaired audit committees at American International Group (AIG) and Freddie Mac, bringing deep accounting, financial, transactional, and corporate governance expertise. He is designated an Audit Committee Financial Expert and serves on Tenet’s Audit and Human Resources Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG, LLC | National Partner in Charge, Financial Services | 2004–2007; 29-year career | Chaired KPMG’s Americas Financial Services Leadership team; member of Global FS Leadership and U.S. Industries Leadership teams |
| Freddie Mac | Independent Director; Non-Executive Chairman | Director 2008–2019; Chairman 2011–2018 | Chaired Audit Committee; relevant experience on Risk, Compensation, Nominating & Governance, Technology committees |
| American International Group, Inc. (AIG) | Independent Director | 2009–2022 | Chaired Audit Committee; significant oversight in highly regulated public company |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Corebridge Financial, Inc. | Director | Current | Public company board service |
| NACD Audit Committee Chair Advisory Council | Member | Current | Governance and audit committee leadership network |
| Stanford Institute for Economic Policy Research | Advisory Board (former) | Past | Policy and economic advisory engagement |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Confirmed independent director under NYSE and Tenet Corporate Governance Principles |
| Committee Assignments | Audit Committee; Human Resources (Compensation) Committee |
| Chair Roles | None; Audit chaired by Tammy Romo; HR chaired by J. Robert Kerrey |
| Financial Expert | Designated Audit Committee Financial Expert (SEC definition) |
| Attendance | Each director met at least 75% attendance in 2024; Board met 6 times |
| Committee Activity | Audit: 8 meetings in 2024; HR: 6 meetings in 2024 |
| Lead Independent Director | J. Robert Kerrey; robust responsibilities and shareholder engagement |
| Executive Sessions | Regular executive sessions of independent directors at Board and committee meetings |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $140,500 | Includes $125,000 annual cash retainer (raised from $100,000 in May 2024), meeting/committee fees |
| Meeting Fees | $2,000 per committee meeting; Board: $3,000 per additional in-person meeting beyond first seven, $1,500 per additional telephonic meeting | |
| Committee Chair Fees | N/A for Lynch; chair fees apply to named chairs (Audit $25,000; HR $20,000; NCG $17,500; QCE $17,500; ESG $17,500) |
Performance Compensation
| Equity Element | Grant Date | Shares/Units | Fair Value | Vesting/Settlement |
|---|---|---|---|---|
| Annual RSU grant (2024–2025 board service) | May 23, 2024 | 1,551 RSUs | $200,048 | Vests on first anniversary of grant; directors may elect to settle up to 37% of RSUs in cash; prorated for partial year service |
| Lead Director incremental RSUs | N/A | N/A | N/A | Only Senator Kerrey received +388 RSUs as Lead Director in 2024 |
No director performance metrics (e.g., EBITDA/TSR) apply to director RSUs; awards are time-based with standard deferral/settlement features .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| Corebridge Financial, Inc. | Director | No Tenet-related transactions disclosed; compliant with Tenet’s board service limits and independence standards |
| Prior: AIG; Freddie Mac | Director/Chair | Historical financial services oversight; no current related-party transactions at Tenet |
- HR Committee interlocks: none; no member (including Lynch) was an officer/employee in 2024; no related person transactions requiring disclosure .
Expertise & Qualifications
- Deep accounting and financial oversight, audit committee leadership at AIG and Freddie Mac; former KPMG Financial Services National Partner in Charge .
- Designated Audit Committee Financial Expert; extensive experience in regulated industries and corporate governance .
- Education: B.S. in Accounting and Business Administration, University of Kansas .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares of Common Stock (beneficially owned) | 14,759 | Includes director RSUs per proxy methodology |
| RSUs/Options exercisable within 60 days (as of Mar 3, 2025) | 10,521 RSUs | Within 60-day window for settlement |
| Unvested RSUs (as of Dec 31, 2024) | 1,551 RSUs | Annual director grant |
| Ownership % of Outstanding Shares | <1% | Percent of class |
| Pledged Shares | None | Anti-pledging policy in place |
| Ownership Guidelines | 5x annual cash retainer within 5 years; all non-employee directors in compliance or within period |
Governance Assessment
- Board effectiveness: Lynch strengthens Audit oversight and compensation governance through roles on Audit and HR Committees; his “financial expert” designation and prior audit chair experience at AIG/Freddie Mac support robust financial controls and risk oversight .
- Alignment and incentives: Director pay mix combines cash retainer and time-based RSUs; 2024 fees of $140,500 and RSUs of $200,048 indicate equity-aligned compensation; anti-hedging/anti-pledging policies and stock ownership requirements enhance alignment .
- Independence and conflicts: Board affirms Lynch’s independence; no related-person transactions; HR Committee interlocks absent; Tenet’s “overboarding” limits enforced and directors must seek Governance Committee approval for additional boards—Lynch is compliant .
- Engagement/attendance: Board held 6 meetings; Audit 8, HR 6; all directors met ≥75% attendance—indicates adequate engagement; Board maintains regular executive sessions of independent directors .
- Shareholder signals: Say-on-Pay approval was over 96% in 2024, reflecting strong support for Tenet’s compensation governance; Meridian serves as the independent compensation consultant to HR Committee, with no conflicts identified .
Red flags: None disclosed related to related-party transactions, pledging/hedging, or compensation interlocks; directors are subject to clawback policies and anti-hedging/pledging restrictions .