Nadja West
TENET HEALTHCAREAbout Nadja Y. West
Retired Lieutenant General and 44th Surgeon General of the U.S. Army; age 64; Tenet director since 2019 and an independent director. Medical degree from The George Washington University School of Medicine; graduate of the U.S. Military Academy; completed residencies in family medicine and dermatology. Current public company directorships include Johnson & Johnson (since 2020), Nucor Corporation (since 2019), and Tempus AI, Inc. (as of 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army | 44th Surgeon General; Commanding General, U.S. Army Medical Command | — | Led operational medicine, force health protection, readiness; recipient of Distinguished Service Medal, Defense Superior Service Medal, Legion of Merit (three Oak Leaf Clusters) . |
| Joint Staff (Pentagon) | Joint Staff Surgeon (chief medical advisor to the Chairman, Joint Chiefs of Staff) | — | Coordinated health services issues across operational medicine, force health protection, readiness . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Johnson & Johnson | Independent Director | 2020 | Public company board service . |
| Nucor Corporation | Independent Director | 2019 | Public company board service . |
| Tempus AI, Inc. | Independent Director | 2025 | Public company board service . |
| National Recreation Foundation | Trustee (non-profit) | 2019 | Youth-focused philanthropy . |
Board Governance
- Independence: Affirmatively determined independent by Tenet’s Board; only the CEO is non-independent .
- Committee memberships (all independent): ESG Committee; Nominating & Corporate Governance (NCG); Quality, Compliance & Ethics (QCE) .
- Attendance: Board met six times in 2024; each director participated in at least 75% of aggregate Board and committee meetings; 12 directors attended the 2024 annual meeting .
- Committee activity levels (2024): Audit (8 meetings), HR (6), NCG (4), QCE (4), ESG (2) .
- Lead Independent Director: J. Robert Kerrey with robust responsibilities; regular executive sessions of independent directors at Board and committee meetings .
- Related-person transactions: None requiring disclosure since the beginning of the last completed fiscal year; Governance Committee reviews any such transactions .
Fixed Compensation
| Component | Structure/Amount | West – 2024 Paid | Notes |
|---|---|---|---|
| Annual cash retainer | $125,000 (increased from $100,000 in May 2024) | $132,500 | Increase approved May 2024; cash fees prorated for partial year; meeting fees also applicable . |
| Board meeting fees | No fee for first 7 meetings; thereafter $3,000 (in-person) / $1,500 (telephonic) | Included in cash total | Applies after first 7 Board meetings . |
| Committee meeting fees | $2,000 per committee meeting attended | Included in cash total | All committee members independent . |
| Committee chair retainers | Audit $25,000; HR $20,000; NCG $17,500; QCE $17,500; ESG $17,500 | N/A (not a chair) | Chair fees amount per committee . |
| Equity (RSUs) | Annual RSU grant ~$200,000 | $200,048 | Settles per plan; time-based; grant date fair value per ASC 718 . |
| Special RSU Deferral Plan | Optional 5-year settlement deferral | Elected by West | Directors may defer RSU settlement; West elected to defer; deferral list expanded in 2025 . |
Performance Compensation
- Non-employee director equity awards are time-based RSUs; no performance conditions or metrics apply to director compensation .
| Performance Metric (Directors) | Weight | Threshold/Target/Max | Result | Notes |
|---|---|---|---|---|
| None (time-based RSUs only) | — | — | — | Tenet’s plan for directors provides time-based RSUs; no PSU/option grants to directors disclosed . |
Other Directorships & Interlocks
| External Board | Potential Interlock/Conflict | Tenet Disclosure |
|---|---|---|
| Johnson & Johnson | Healthcare supplier/customer ecosystem overlap possible | No related-person transactions requiring disclosure; Governance Committee reviews any such transactions . |
| Nucor Corporation | Industrial supplier/customer overlap unlikely | No related-person transactions requiring disclosure . |
| Tempus AI, Inc. | Health tech/data services ecosystem | No related-person transactions requiring disclosure . |
- Overboarding policy: Directors limited to 3 public boards (or 2 for sitting public-company CEOs); prior approval required for new boards; all directors in compliance .
Expertise & Qualifications
- Healthcare leadership and clinical experience from service as U.S. Army Surgeon General; insights into healthcare delivery, policy, crisis and risk management .
- ESG and governance: Member of Tenet’s ESG and NCG committees; experience overseeing governance, social, and sustainability matters .
- Quality and compliance: Member of QCE committee overseeing compliance program and quality of care .
Equity Ownership
| Metric | Mar 1, 2024 | Mar 3, 2025 |
|---|---|---|
| Shares beneficially owned (incl. RSUs) | 31,462 (incl. 14,044 RSUs) | 29,680 (incl. 10,084 RSUs) |
| Percent of class | <1% | <1% |
| Shares pledged as collateral | None | None |
| RSU deferral elections | Elected (Special RSU Deferral Plan) | Elected; deferral participants include West |
| Ownership guideline | 5x annual cash retainer within 5 years; compliance or within period for all directors | 5x annual cash retainer; all directors compliant or within timeline |
| Anti-hedging/pledging policy | Prohibits hedging/pledging by directors and officers | Prohibits hedging/pledging by directors and officers |
Governance Assessment
- Board effectiveness and independence: West serves on three core oversight committees (ESG, NCG, QCE), reinforcing governance, compliance, and quality oversight; independence affirmed .
- Attendance and engagement: Board and committees active with frequent executive sessions; all directors met ≥75% attendance; committee meeting cadence indicates substantive involvement for ESG/NCG/QCE .
- Alignment and incentives: Director pay mix is standard (cash retainer + time-based RSUs), with RSU deferral elected by West—an alignment signal; stock ownership guidelines and anti-hedging/pledging enhance alignment .
- Conflicts and red flags: No related-person transactions; no hedging/pledging; overboarding limits observed; no disclosed legal proceedings. Potential ecosystem overlaps (e.g., J&J supply relationships) are mitigated by Governance Committee review; no issues disclosed .
- Shareholder confidence: Strong support at 2025 meeting—West received 77,762,668 votes for, 529,830 against, 53,824 abstain; company say‑on‑pay approved (72,929,010 for) .