Meghan FitzGerald
TENET HEALTHCAREAbout Meghan M. FitzGerald
Independent director of Tenet Healthcare (THC) since 2018; age 54. She is an adjunct professor of health policy at Columbia University and a healthcare investor/advisor with prior senior operating roles across pharma and healthcare services. Education: DrPH (New York Medical College), MPH (Columbia University), BSN (Fairfield University). Core credentials span healthcare operations, policy, investment/transactions, and clinical training as a nurse .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LetterOne Health | CEO & Managing Partner | Dec 2016–Jan 2020 | Led inaugural health investment vehicle |
| Cardinal Health | EVP, Strategy & Policy; President, Specialty Solutions | 2010–2016 (President 2010–2015; EVP 2015–2016) | Specialty services leadership; corporate strategy/policy |
| Merck; Pfizer; Medco | Operator/Strategist (various) | ~20 years (prior to 2010) | Commercial/strategy roles across big pharma/benefits |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Roivant Sciences Ltd. | Director | Current | Public company board |
| Goldman Sachs; TowerBrook; Wellspring Capital | Advisor | Current | PE/financial sponsor advisory roles |
| K2HealthVentures | Founder | Current | Life sciences investment fund |
| Columbia University | Adjunct Professor (Health Policy) | Current | Academic appointment |
| Thimble Point Acquisition Corp. | Director | 2021 (Feb–Dec) | Prior SPAC directorship |
Board Governance
- Independence: Board determined she is independent; 12 of 13 nominees are independent; all committees are exclusively independent .
- Committee assignments: Chair, Nominating & Corporate Governance (NCG); Member, ESG; Member, Quality, Compliance & Ethics (QCE) .
- Committee activity/attendance context: Board met 6 times in 2024; each director attended at least 75% of Board/committee meetings they served. 2024 committee meetings: Audit 8; HR 6; NCG 4; QCE 4; ESG 2 .
- Board processes: Annual third‑party facilitated self-evaluations; regular executive sessions of independent directors at Board and committee meetings; independent Lead Director with robust duties .
- Governance scope of her chair role: NCG oversees governance principles, board composition/succession, and reviews/approves related‑person transactions .
Fixed Compensation (Non‑Employee Director)
| Element | Amount/Structure | Source |
|---|---|---|
| Annual cash retainer | $125,000 (raised in May 2024 from $100,000) | |
| Committee chair retainers | NCG Chair: $17,500; Audit $25,000; HR $20,000; QCE $17,500; ESG $17,500 | |
| Meeting fees | $2,000 per committee meeting; Board: no fee for first 7 meetings, then $3,000 in‑person / $1,500 telephonic | |
| 2024 total cash earned (FitzGerald) | $150,000 | |
| 2024 total director compensation (FitzGerald) | $350,048 (Cash $150,000; Stock awards $200,048) |
Note: Cash/equity mix for 2024 equals ~43% cash / ~57% equity, calculated from disclosed amounts .
Performance Compensation (Equity Awards)
| Grant | Terms | Units/Value | Vesting/Settlement | Source |
|---|---|---|---|---|
| 2024 annual RSU grant (standard for non‑employee directors) | Time‑based RSUs; no performance metrics | 1,551 RSUs; grant date fair value $200,048 (using $128.98 on May 23, 2024) | Vest on first anniversary; directors may elect cash settlement for up to 37% of RSUs (from 2024 onward) | |
| Special RSU Deferral Plan | Directors may defer settlement for 5 years under plan terms | N/A | Separate deferral mechanism; 2024 deferrals elected by Haney, Kerrey, Mark, West (not FitzGerald) |
Other Directorships & Interlocks
| Company/Entity | Relationship to THC | Potential Conflict Notes |
|---|---|---|
| Roivant Sciences Ltd. (Director) | Not a direct competitor to Tenet’s hospital/ASC operations | No related‑person transactions disclosed for the period; Governance Committee reviews any such transactions . |
| Goldman Sachs; TowerBrook; Wellspring Capital (Advisor) | Financial sponsors; may transact in healthcare | No related‑person transactions requiring disclosure in last fiscal year . |
| HR Committee interlocks (THC) | N/A (she is not on HR; on NCG/ESG/QCE) | HR Committee reported no interlocks or related‑person relationships in 2024 . |
Expertise & Qualifications
- Broad healthcare experience spanning senior strategic leadership, public policy, care delivery (nursing), and healthcare investments/transactions; Board highlights her as bringing healthcare industry breadth from technology to life sciences .
- Governance leadership as NCG Chair; ESG and QCE committee experience aligned with compliance, quality, and sustainability oversight .
Equity Ownership
| Holder | Shares of Common Stock | RSUs Included | % of Class | Pledged? |
|---|---|---|---|---|
| Meghan M. FitzGerald, DrPH | 15,269 | 9,353 | <1% | None |
| Source |
Additional ownership governance:
- Director stock ownership guideline: 5x annual cash retainer within 5 years; all non‑employee directors in compliance or within the period to come into compliance as of record date .
- Anti‑hedging and anti‑pledging policy applies to directors; prohibits hedging and pledging of company stock .
Governance Assessment
Key positives for investor confidence:
- Independent director with relevant domain expertise; chairs NCG and serves on ESG and QCE, aligning her oversight with board composition, governance policy, ESG priorities, and compliance/quality—areas critical to healthcare providers .
- Strong governance infrastructure: independent majority board, robust Lead Director role, third‑party facilitated annual evaluations, regular executive sessions, anti‑hedging/pledging, and explicit related‑party oversight with no related‑person transactions disclosed for the period .
- Director pay emphasizes equity (time‑based RSUs) and ownership alignment via meaningful stock ownership guidelines; ability to defer RSU settlement supports long‑term alignment .
Monitoring items:
- External advisory roles (financial sponsors) are common for experienced healthcare directors; continue to monitor for any Tenet‑related transactions, noting that the Governance Committee must review and approve any related‑person transactions and none required disclosure for the reported period .
- Attendance disclosure is aggregate (“≥75%” for all directors); committee‑level attendance is not disclosed per director, though committee meeting counts indicate active committee oversight cadence in 2024 (NCG 4; ESG 2; QCE 4; Board 6) .
Contextual shareholder signals:
- Say‑on‑Pay approval at 2024 annual meeting exceeded 96%, indicating broad shareholder support for compensation governance; HR Committee maintains independent consultant and best‑practice features (clawbacks, ownership requirements) .