Richard Fisher
TENET HEALTHCAREAbout Richard W. Fisher
Richard W. Fisher is an independent director of Tenet Healthcare Corporation and former President & CEO of the Federal Reserve Bank of Dallas (2005–2015). He joined Tenet’s board in 2017, serves as Chair of the ESG Committee and sits on the Audit and Human Resources Committees; he is designated an audit committee financial expert. He holds a B.A. in economics from Harvard and an MBA from Stanford .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Reserve Bank of Dallas | President & CEO; FOMC member; Chair of Conference of Fed Bank Presidents; Chair, IT Oversight Committee | 2005–2015 | Led monetary policy deliberations and systems oversight |
| Kissinger McLarty Associates | Vice Chairman | 2001–2005 | Strategic advisory leadership |
| Office of U.S. Trade Representative | Deputy U.S. Trade Representative (Ambassador rank) | 1997–2001 | Trade negotiations and policy |
External Roles
| Organization | Role | Start/End | Notes |
|---|---|---|---|
| Warner Bros. Discovery, Inc. | Director | Current | Other current public board |
| Barclays PLC | Senior Advisor | 2015–2024 | Financial advisory role |
| Jefferies Financial Group Inc. | Senior Advisor | April 2024– | Financial advisory role |
| Texas Stock Exchange (TXSE) | Senior Advisor | July 2024– | Market infrastructure advisory |
| UT Southwestern Medical Foundation | Trustee | — | Non-profit governance |
Board Governance
- Independence: Board affirms Fisher is independent under NYSE and Tenet Corporate Governance Principles .
- Committee assignments: Audit (member), Human Resources (member), ESG (Chair) .
- Audit committee expertise: Fisher is designated an audit committee financial expert; all audit members financially literate .
- Attendance: Board met six times in 2024; each director attended ≥75% of board/committee meetings; 12 directors attended the 2024 annual meeting .
- Committee activity: Audit (8 meetings), HR (6), ESG (2), QCE (4), Nominating & Corporate Governance (4) .
- Governance practices: Anti-hedging/anti-pledging; overboarding limits; proxy access; independent Lead Director; regular executive sessions .
- Related-person transactions: None requiring disclosure since the beginning of the last fiscal year .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $125,000 | Increased in May 2024 |
| Committee chair fees | Audit: $25,000; HR: $20,000; NCG: $17,500; QCE: $17,500; ESG: $17,500 | Annual cash retainers |
| Lead Director additional fees | $150,000 cash; $50,000 RSUs | For Lead Director role (not Fisher) |
| Meeting fees | Board: $0 for first 7 meetings; then $3,000 in-person / $1,500 telephonic; Committee: $2,000 per meeting | Prorated for partial year |
2024 compensation paid to Fisher:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Richard W. Fisher | 160,000 | 200,048 | 360,048 |
Performance Compensation
| Equity Component | Grant Policy | 2024 Grant Details | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSUs (non-employee directors) | RSUs under 2019 Stock Incentive Plan | 1,551 RSUs to each director; grant-date price $128.98 | 1-year vest; earlier on death/disability; cash settlement up to 37% elective | None disclosed; time-based only |
Additional features:
- Special RSU Deferral Plan allows settlement deferral for 5 years (directors elect individually); Fisher not listed among electors .
- 2006 Deferred Compensation Plan allows cash fee deferrals; one director participated in 2024, not Fisher .
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| Warner Bros. Discovery, Inc. | Director | Current |
| AT&T Inc. | Director | Prior within past five years |
| PepsiCo, Inc. | Director | Prior within past five years |
| Beneficient | Director | Prior within past five years |
- Tenet HR Committee interlocks: none; no member was an officer/employee; no related-person transaction involving HR members .
Expertise & Qualifications
- Financial and policy leadership from Fed career; risk management and public finance insight valued by board .
- Experience across trade, technology oversight, and corporate advisory (Barclays, Jefferies, TXSE) .
Equity Ownership
| Holder | Shares of Common Stock | RSUs Included | % of Class | Pledging/Hedging |
|---|---|---|---|---|
| Richard W. Fisher | 14,227 | Includes 12,128 RSUs | Less than 1% | No pledging; anti-hedging/anti-pledging policies in force |
Stock ownership guidelines:
- Non-employee directors must own shares equal to 5x annual cash retainer within five years; all non-employee directors in compliance or within the period to comply .
Insider Trades (Form 4)
| Transaction Date | Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 2025-10-29 | Sale | 2,500 | $208.43 | 8,792 | |
| 2025-06-05 | Sale | 836 | $173.16 | 11,292 | |
| 2025-05-27 | Sale | 3,077 | $165.72 | 12,128 | |
| 2025-05-23 | RSU Award | 1,333 | $0.00 | (RSUs granted) | |
| 2025-05-23 | RSU Settlement | 1,551 | $0.00 | (Movement between RSU/stock lines) | |
| 2024-08-27 | Sale | 1,169 | $163.40 | 15,058 | |
| 2024-08-27 | Sale | 831 | $164.04 | 14,227 | |
| 2024-06-10 | Sale | 1,400 | $132.24 | 16,227 | |
| 2024-05-07 | Sale | 2,500 | $123.20 | 17,627 | |
| 2024-05-23 | RSU Award | 1,551 | $0.00 | (RSUs granted) | |
| 2024-02-14 | Sale | 2,100 | $88.21 | 20,127 |
Notes:
- Post-transaction holdings reflect Form 4 reported balances; multiple filings on 2025-05-23 show RSU movements and a small disposition linked to transaction mechanics [Readouts above].
Director Compensation Structure Analysis
- Mix: Cash retainer and meeting/committee fees plus annual time-based RSUs; no performance-conditional equity for directors .
- Year-over-year: Board increased annual cash retainer from $100,000 to $125,000 in May 2024, signaling stronger cash component versus prior year .
- Deferral/settlement: Up to 37% of RSUs can be settled in cash; Special RSU Deferral Plan allows five-year deferral for those who elect .
- Shareholder alignment: Stock ownership guideline at 5x cash retainer; anti-hedging and anti-pledging policies .
Related Party Transactions
- No related-person transactions requiring disclosure in the latest fiscal year; Governance Committee reviews and approves any such matters per policy .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval exceeded 96%, indicating strong investor support for Tenet’s compensation framework and governance practices .
Governance Assessment
- Strengths: Independent status; ESG Committee chair with clear mandate; Audit Committee membership and financial expert designation; robust attendance; no related-person transactions; strong ownership/retention policies and anti-hedging/pledging rules .
- Potential risk signals: Consistent open-market sales across 2024–2025 reduce net holdings; while common for directors receiving equity, sustained net dispositions warrant monitoring for alignment trends over time [SEC links above].
- Board effectiveness: Clear committee structure and frequent executive sessions; active ESG oversight; shareholder-friendly governance (proxy access, majority vote, special meeting rights) .
Overall, Fisher’s governance profile supports board effectiveness (finance/policy expertise, committee leadership, independence) with minimal conflict exposure disclosed, though insider selling patterns should be tracked to gauge ongoing ownership alignment .