Richard Mark
TENET HEALTHCAREAbout Richard J. Mark
Richard J. Mark, age 69, is an independent director of Tenet Healthcare (THC) serving since 2017. He retired as Chairman and President of Ameren Illinois Company and previously held senior roles at Ameren and executive leadership positions in hospital operations, including CEO of St. Mary’s Hospital (Ancilla Systems), bringing regulated-industry and healthcare operating expertise; he holds a B.S. from Iowa State University and an M.S. from National Louis University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ameren Illinois Company | Chairman & President | 2012–2022 | Led multi-billion dollar regulated utility; oversight of electric and natural gas distribution |
| Ameren (parent) | Senior management roles incl. VP Customer Service | 2002–2012 | Customer operations; leadership in regulated utility context |
| St. Mary’s Hospital (Ancilla Systems Inc.) | Chief Executive Officer | 1994–2002 | Acute-care hospital leadership; prior VP Governmental Affairs and COO at Ancilla over 11 years |
| Union Electric Company (subsidiary of Ameren Corp.) | Director | 2005–2012 | Board oversight within Ameren’s subsidiaries |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sempra (NYSE: SRE) | Director | Current | Current public company board service |
Board Governance
- Committee assignments: Audit Committee (member), Human Resources Committee (member), ESG Committee (member) .
- Independence: Board determined Mr. Mark is independent under NYSE and Tenet’s Corporate Governance Principles; all committee members are independent and Audit/HR meet heightened standards .
- Attendance: The Board met 6 times in 2024; each director who served participated in at least 75% of aggregate Board and committee meetings; 12 directors attended the 2024 annual meeting .
- Committee activity and oversight:
- Audit Committee meetings in 2024: 8; oversees financial reporting, internal audit, compliance for accounting/auditing, cybersecurity; Romo (Chair) .
- Human Resources Committee meetings in 2024: 6; oversees executive and director pay, clawbacks, human capital; Kerrey (Chair) .
- ESG Committee meetings in 2024: 2; oversees ESG strategy and related risks; Fisher (Chair) .
- Governance policies: anti-hedging and anti-pledging, proxy access, majority vote/resignation policy, regular executive sessions, annual third‑party board evaluation, “overboarding” limits; 12 of 13 nominees are independent, Lead Independent Director role in place .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $125,000 | Increased by Board from $100,000 to $125,000 in May 2024 |
| Annual RSU grant | $200,000 | Time-based RSUs under 2019 Stock Incentive Plan |
| Committee chair retainers | $25,000 (Audit); $20,000 (HR); $17,500 (NCG/QCE/ESG) | Chair fees; Mr. Mark is a member, not a chair |
| Lead Director retainer | $150,000 cash + $50,000 RSUs | Not applicable to Mr. Mark |
| Meeting fees | Committee: $2,000 per meeting; Board: no fee for first 7, then $3,000 in-person/$1,500 telephonic | Prorated for partial years; travel reimbursed |
2024 Director Compensation (Mr. Mark):
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 144,500 | 200,048 | 344,548 |
Settlement/Deferral:
- Directors may elect to settle up to 37% of RSUs in cash; Special RSU Deferral Plan permits 5-year deferral; Mr. Mark elected RSU deferral under this plan .
Performance Compensation
| Aspect | Detail |
|---|---|
| Performance metrics | Not applicable to director awards; annual director RSUs are time-based and vest on the first anniversary of grant (unless deferred), with no performance conditions . |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company boards | Sempra (current) |
| Compensation committee interlocks | HR Committee disclosed no interlocks or related-person transactions for 2024 |
| Related-person transactions | None requiring disclosure since the start of last fiscal year |
Expertise & Qualifications
- Extensive regulated industry leadership (Ameren Illinois Chairman/President) and hospital operations leadership (CEO of St. Mary’s Hospital) .
- Prior board service at Union Electric Company; experience in governance and oversight .
- Education: B.S. (Iowa State University); M.S. (National Louis University) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned (as of Mar 3, 2025) | 33,303 | Includes RSUs; sole voting/investment power unless otherwise indicated |
| RSUs included | 12,128 | Included in beneficial ownership |
| Unvested RSUs (as of Dec 31, 2024) | 1,551 | Standard annual director grant unvested count |
| Percent of class | <1% | Marked as “*” in table (less than 1%) |
| Shares pledged as collateral | None | No director or current executive officer has pledged shares |
| Ownership guideline | 5× annual cash retainer within 5 years; all non-employee directors compliant or within period | |
| Anti-hedging/pledging policy | Hedging/pledging prohibited under insider trading policy and Code of Conduct |
Insider Trades (Form 4):
| Date | Type | Shares | Price | Proceeds | Source |
|---|---|---|---|---|---|
| 2024-03-12 | Sale | 14,000 | $98.98 | $1,385,720 |
Governance Assessment
- Positives: Independent director with multi-committee service (Audit, HR, ESG); boardwide robust governance (anti-hedging/pledging, proxy access, majority vote), strong attendance expectations; director equity and ownership guidelines support alignment; no related-party transactions disclosed .
- Signals: 2024 cash retainer increase modernized director pay; mix tilted toward equity (RSUs), with permitted deferral enhancing long-term alignment; company’s 2024 Say‑on‑Pay approval at 96% indicates broad investor support for compensation governance .
- Potential red flags: March 2024 open-market sale of 14,000 shares; monitor for pattern or proximity to material events, though beneficial ownership remains and no pledging—context matters for trader confidence .
Overall, Richard J. Mark presents as an independent, engaged director with relevant operating and regulated-industry expertise, active committee participation, and adherence to ownership and conduct policies—supportive of board effectiveness and investor confidence .