James Bierman
TENET HEALTHCAREAbout James L. Bierman
Independent director of Tenet Healthcare Corporation; age 72; director since 2017. Former President & CEO of Owens & Minor, Inc., with prior CFO/COO roles there; earlier CFO of Quintiles Transnational and partner at Arthur Andersen. He holds a B.A. from Dickinson College and an M.B.A. from Cornell University; brings significant operational and financial expertise in healthcare distribution and services. Current THC committee roles: Chair of the Quality, Compliance & Ethics Committee (QCE) and member of the Nominating & Corporate Governance Committee (NCG) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Owens & Minor, Inc. | President & CEO | Sep 2014 – Jun 2015 | Led Fortune 500 medical/surgical supply distributor; prior O&M roles include President & COO (Aug 2013–Sep 2014), EVP & COO (Mar 2012–Aug 2013), EVP & CFO (Apr 2011–Mar 2012), SVP & CFO (Jun 2007–Apr 2011) |
| Quintiles Transnational Corp. | EVP & CFO | 2001 – 2004 | Finance leadership at global CRO |
| Arthur Andersen LLP | Partner | Not disclosed | Audit/finance background underpinning financial literacy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MiMedx Group, Inc. | Director | Current | Current public company directorship |
| KL Acquisition Corp. | Director | Prior 5 years | Prior public company directorship |
| Novan, Inc. | Director | Prior 5 years | Prior public company directorship |
Board Governance
- Independence: Board affirmatively determined Bierman is independent under NYSE standards; only the CEO is non‑independent .
- Committee assignments: QCE Chair; NCG Member .
- Committee scopes: QCE oversees healthcare regulatory/compliance risk, quality program and Chief Compliance Officer performance; NCG oversees governance principles, board composition, nominations and related‑person transaction approvals .
- 2024 meeting cadence: Board met 6 times; each director attended at least 75% of Board and applicable committee meetings; regular executive sessions of independent directors occur at Board and committee meetings .
- Audit Committee financial literacy and expert designation policies are in place; QCE and NCG composed entirely of independent directors .
| Committee | Role | Meetings Held in 2024 |
|---|---|---|
| Quality, Compliance & Ethics (QCE) | Chair | 4 |
| Nominating & Corporate Governance (NCG) | Member | 4 |
Fixed Compensation
| Element (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $146,000 | Includes annual cash retainer ($125,000) plus chair retainer for QCE ($17,500) and applicable meeting fees |
| Stock Awards (Grant-Date Fair Value) | $200,048 | Annual time‑based RSUs; 1,551 RSUs at $128.98 per share grant date price (May 23, 2024) |
| Total | $346,048 | Sum of cash and stock awards |
Program structure and fees:
- Annual cash retainer: $125,000 (increased from $100,000 in May 2024) .
- Committee chair cash retainers: QCE $17,500; NCG $17,500; Audit $25,000; HR $20,000; ESG $17,500 .
- Per-meeting fees: $2,000 per committee meeting; Board meetings beyond seven per year: $3,000 in‑person or $1,500 telephonic .
Performance Compensation
| Component | Structure | Metrics | Vesting |
|---|---|---|---|
| Annual Director RSUs | Fixed $200,000 grant | None (time-based; no performance metrics for directors) | Vest on first anniversary of grant date; death/disability accelerate (unless deferred) |
Additional features:
- Special RSU Deferral Plan: permits five‑year settlement deferral; directors who elected deferral include Haney, Kerrey, Mark, West (Bierman not among those listed) .
- Up to 37% of director RSUs may be settled in cash beginning in 2024 .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| HR Committee interlocks | None; no member of HR Committee was an officer/employee; no related‑person transactions requiring disclosure for HR Committee members |
| Related‑party transactions | None requiring disclosure since the beginning of the last fiscal year; Governance Committee reviews and approves any such transactions per policy |
| Overboarding controls | Directors must seek Governance Committee approval for other public boards; limits to three (or two for sitting public company CEOs); all directors in compliance |
Expertise & Qualifications
- Operational and financial leadership from multiple C‑suite roles in healthcare supply chain; prior public company CEO and CFO experience .
- Audit and finance grounding from Arthur Andersen; enhances oversight of compliance and ethics as QCE Chair .
- Education: B.A. Dickinson College; M.B.A. Cornell University .
Equity Ownership
| Holder | Shares of Common Stock | RSUs Included | Percent of Class | Notes |
|---|---|---|---|---|
| James L. Bierman | 53,720 | 12,070 RSUs included | <1% | No pledging by any director/executive officer |
Additional ownership alignment:
- As of Dec 31, 2024, each non‑employee director other than the Lead Director held 1,551 unvested RSUs; Bierman included in this group .
- Stock ownership guidelines: non‑employee directors must hold shares equal to 5x annual cash retainer within five years; all directors in compliance or within the window to comply .
- Anti‑hedging and anti‑pledging policies apply to directors and executives .
Governance Assessment
- Strengths: Independent status; QCE Chair overseeing regulatory/compliance risk and quality—critical for hospital operator credibility; strong attendance (≥75% company standard) and regular independent executive sessions; robust governance framework (proxy access, majority voting, shareholder engagement) .
- Alignment: Balanced director pay mix (cash retainer, modest chair fees, equity via time‑based RSUs); clear ownership guidelines and anti‑hedging/pledging policies; no related‑party transactions disclosed .
- Other roles/interlocks: One current external public board (MiMedx) within overboarding limits; HR Committee interlocks explicitly none; mitigates conflict risk .
- Signals: Board increased director cash retainer to remain competitive; continued reliance on equity grants supports alignment; enterprise‑wide say‑on‑pay received >96% approval in 2024, indicating supportive shareholder sentiment toward compensation governance broadly .
- RED FLAGS: None disclosed—no pledging, no related‑party transactions, no HR interlocks, independent committee leadership; monitor any future business connections between MiMedx and Tenet supply chain given industry adjacency, though none are disclosed at present .