J. Robert Kerrey
TENET HEALTHCAREAbout J. Robert Kerrey
Independent Lead Director at Tenet Healthcare Corporation (THC), age 81, serving since March 2012 with prior board service from 2001–2012; current Managing Director at Allen & Company and former U.S. Senator (NE) and Governor (NE); holds a pharmacy degree from the University of Nebraska; highly decorated Vietnam veteran (Medal of Honor) . The Board affirms his independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Nebraska | Governor | 1982–1987 | Executive leadership, public sector experience |
| U.S. Senate (Nebraska) | U.S. Senator | 1989–2000 | Regulatory/public policy leadership |
| The New School University | President | 2001–2010 | University leadership, governance |
| The New School University | President Emeritus | 2011–2013 | Continued leadership role |
| M & F Worldwide Education Holdings | Chairman | 2011–2012 | Board/education oversight |
| U.S. Navy SEAL Team | Member (decorated veteran) | Not disclosed | Crisis and risk management |
| Restaurants and Health Clubs | Founder/Operator | Not disclosed | Entrepreneurial experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Allen & Company (investment banking) | Managing Director | Since 2014 | Finance/public policy experience |
| The Minerva Institute for Research and Scholarship | Executive Chairman | Since 2013 | Non-profit academic leadership |
Board Governance
- Lead Independent Director; responsibilities include presiding in Chairman’s absence, chairing independent director executive sessions, approving Board materials/agendas/schedules, calling independent director meetings, direct shareholder engagement, liaison with stakeholders, and oversight of Board evaluations .
- Committee assignments: Chair, Human Resources (Compensation) Committee; Member, Quality, Compliance & Ethics Committee . HR Committee composed entirely of independents; meeting count: HR (6), QCE (4) in 2024 .
- Independence: Board designated Kerrey and all committee members as independent; Audit, HR, Governance, ESG, and QCE Committees are fully independent .
- Attendance: Board met 6 times in 2024; each director attended at least 75% of aggregate Board and committee meetings; independent directors hold regular executive sessions; 12 directors attended the 2024 annual meeting .
- HR Committee interlocks: None; no relationships requiring related-person transaction disclosure; no reciprocal compensation committee interlocks with other companies’ executives .
- Shareholder engagement: Kerrey participates in direct, in-person engagement with significant shareholders and communicates feedback to the full Board .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $125,000 | Increased in May 2024 from $100,000 |
| Annual RSU Grant (Directors) | $200,000 | RSUs under 2019 Stock Incentive Plan |
| Committee Chair Cash Retainers | Audit: $25,000; HR: $20,000; NCG: $17,500; QCE: $17,500; ESG: $17,500 | Paid to applicable chairs |
| Lead Director Retainer | Cash: $150,000; Additional RSUs: $50,000 | Applies to Kerrey |
| Meeting Fees | Committee: $2,000 per meeting; Board: $0 for first 7 meetings; then $3,000 per in-person, $1,500 per telephonic | Prorated for partial-year service |
| 2024 Actual (Kerrey) – Cash | $296,500 | Includes retainers and meeting fees |
| 2024 Actual (Kerrey) – Stock Awards | $250,092 | Grant-date fair value per ASC 718 |
| 2024 Actual (Kerrey) – Total | $546,592 | Sum of cash + stock |
Performance Compensation
| Grant Type | Grant Date | Units/Value | Vesting/Terms |
|---|---|---|---|
| Annual RSUs (Directors) | May 23, 2024 | 1,551 RSUs; fair value based on $128.98 closing price | Time-based; vest on first anniversary unless deferred |
| Lead Director Additional RSUs | May 23, 2024 | 388 RSUs (incremental) | Same vesting terms |
| Settlement Options | 2024 program | Up to 37% of RSUs may be settled in cash at election | Available to non-employee directors |
| Special RSU Deferral Plan | Ongoing | Settlement deferrable for 5 years; Kerrey elected deferral | Change-of-control settlement on subsequent deferral date |
Directors’ equity grants are time-based RSUs; no director-specific performance metrics are used in director equity awards .
Other Directorships & Interlocks
| Company | Type | Role | Timing |
|---|---|---|---|
| Lux Health Tech Acquisition Corp. | Public | Director (prior) | Within past five years |
- Service on other boards requires Governance Committee approval; limits are 3 public boards (or 2 for sitting public company CEOs); all directors are compliant .
- Related-person transactions: None requiring disclosure since the beginning of the last completed fiscal year .
Expertise & Qualifications
- 18 years in the public sector (Governor and U.S. Senator), providing valuable regulatory/public policy perspective in a highly regulated industry .
- Finance and public policy experience from Allen & Company (investment banking) and leading a major university .
- Board values prior public company board service and crisis management capability; Medal of Honor underscores leadership under pressure .
Equity Ownership
| Holder | Shares of Common Stock | RSUs Included | Percent of Class | Pledged Shares | Notes |
|---|---|---|---|---|---|
| J. Robert Kerrey | 36,903 | 9,396 RSUs | <1% | None | No director/executive officer has pledged shares |
- Director stock ownership guideline: 5x annual cash retainer within five years; directors must retain 100% of net shares until compliant; all non-employee directors are compliant or within the period to comply as of the record date .
- Anti-hedging and anti-pledging policies apply to directors and officers .
Governance Assessment
- Strengths: Independent Lead Director with robust duties and active shareholder engagement ; fully independent compensation and compliance committees ; HR Committee uses an independent consultant (Meridian) and conducts benchmarking and risk assessments .
- Alignment: Director pay structure balances cash and equity; RSU deferral and ownership/retention requirements reinforce long-term alignment .
- Attendance/engagement: Board and committees held regular meetings (Board: 6; HR: 6; QCE: 4; ESG: 2; Audit: 8) with directors meeting the ≥75% participation threshold; regular executive sessions of independents .
- Shareholder signals: 2024 Say-on-Pay approval >96%, indicating strong support for compensation governance overseen by HR Committee chaired by Kerrey .
- RED FLAGS: None disclosed for related-party transactions or HR interlocks; no pledged shares; anti-hedging/anti-pledging in place .