Roy Blunt
TENET HEALTHCAREAbout Roy Blunt
Roy Blunt (age 75) is an independent director of Tenet Healthcare Corporation (THC) since 2023. He serves on the Audit, Environmental, Social & Governance (ESG), and Nominating & Corporate Governance (NCG) committees. His background includes 25 years in the U.S. Congress (Senate and House) and senior leadership roles in Missouri state government and academia, bringing strong government, regulatory, and public policy expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Senate (Missouri) | U.S. Senator; Chairman of Senate Rules Committee; member of Appropriations, Commerce, Intelligence | 2011–2023 | Legislative leadership and oversight; healthcare and national security legislation |
| U.S. House of Representatives (MO-7) | Member of Congress | 1997–2011 | Federal legislative experience |
| State of Missouri | Secretary of State | 1985–1993 | Statewide executive oversight |
| Southwest Baptist University | President | 1993–1996 | Academic leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Husch Blackwell Strategies | Chairman, Leadership Advisory Strategies group | Since Apr 2023 | Advisory firm leadership |
| Other public company boards | None disclosed | — | THC proxy does not list any other current public boards for Blunt |
Board Governance
- Independence: Board affirmatively determined Blunt is independent; all standing committees (Audit, HR, Governance) and special committees (ESG, QCE) are composed exclusively of independent directors .
- Committee memberships and 2024 meeting cadence:
- Audit Committee: Members include Romo (Chair), Blunt, Fisher, Haney, Lynch, Mark; 8 meetings held in 2024 .
- ESG Committee: Members include Fisher (Chair), Blunt, FitzGerald, Mark, West; 2 meetings held in 2024 .
- Nominating & Corporate Governance Committee: Members include FitzGerald (Chair), Bierman, Blunt, Haney, West; 4 meetings held in 2024 .
- Board attendance: Board met 6 times in 2024; each director who served during 2024 participated in at least 75% of aggregate Board and committee meetings; 12 directors attended the 2024 Annual Meeting .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $125,000 | Increased from $100,000 in May 2024 |
| Committee chair cash retainers (if applicable) | Audit: $25,000; HR: $20,000; NCG: $17,500; QCE: $17,500; ESG: $17,500 | Blunt is not listed as a committee chair |
| Meeting fees | $2,000 per committee meeting; Board: no fee for first 7 meetings; then $3,000 per in-person and $1,500 per telephonic meeting | Applies to non-employee directors |
| 2024 cash fees actually earned (Blunt) | $140,500 | From Director Compensation Table |
| 2024 total compensation (Blunt) | $340,548 | Cash fees $140,500 + Stock awards $200,048 |
Performance Compensation
Directors do not have performance-based equity; annual grants are time-based RSUs that vest on the first anniversary or earlier upon death/disability (unless deferred) .
| Equity Award Detail (2024-2025 Board Service) | Amount/Units | Key Terms |
|---|---|---|
| RSU grant (Blunt) | 1,551 RSUs; grant-date fair value $200,048 | Granted May 23, 2024 at NYSE closing price $128.98; vests in one year; directors may elect up to 37% cash settlement of RSUs |
| Unvested RSUs at 12/31/2024 (Blunt) | 1,551 RSUs | From Director Compensation footnote |
| Deferred Compensation Plan (DCP) | Participated | Blunt was the only non-employee director participating in DCP in 2024; directors can defer cash compensation (retainers, meeting fees, committee fees) |
| Special RSU Deferral Plan | Available; participants named (not Blunt) | Allows deferral of RSU settlement for five years; as of record date, Haney, Kerrey, Mark, West elected deferral |
Other Directorships & Interlocks
- Other current public boards: None disclosed for Blunt .
- HR Committee interlocks: None; no HR Committee member had relationships requiring related-person disclosure; no executive served on another entity’s board or compensation committee with reciprocal interlocks during 2024 .
Expertise & Qualifications
- Government/regulatory/public policy: 25 years in federal legislature and prior state executive roles, advising U.S. Presidents and passing consequential healthcare/national security legislation .
- Board values: Perspective on regulatory/public sector issues and leadership experience relevant to healthcare oversight .
Equity Ownership
| As-of Date | Beneficial Ownership | Components | % of Class | Notes |
|---|---|---|---|---|
| March 3, 2025 | 2,798 | RSUs (settle in shares at termination or 3rd anniversary) | <1% | No director or current executive officer has pledged any shares; RSUs count toward director ownership requirements; options/unearned PRSUs do not |
- Stock ownership guidelines for directors: Must own shares equal to 5x annual cash retainer within five years; directors not yet in compliance must retain 100% of net shares from option exercises/RSU vesting until requirements are met; as of record date, all non-employee directors were in compliance or within applicable period .
- Hedging/pledging: Directors and executive officers cannot hedge or pledge Company securities; no pledging by directors/executives disclosed .
Insider Trades (Form 4)
Governance Assessment
- Committee load and effectiveness: Blunt sits on three key committees (Audit, ESG, NCG), which held 8, 2, and 4 meetings respectively in 2024; combined with ≥75% attendance standards and frequent executive sessions, this indicates active governance engagement .
- Alignment and incentives: Director pay structure balances cash ($125k retainer plus meeting fees) and equity ($200k time-based RSUs) with strong ownership requirements (5x retainer) and prohibition on hedging/pledging—supporting investor alignment. Blunt’s 2024 compensation was $340,548 (cash $140,500; equity $200,048) .
- Conflicts/related-party: Governance Committee reviews related-person transactions; none required disclosure since the start of the last fiscal year, and HR Committee noted no interlocks—reducing conflict risk .
- Shareholder sentiment: 2024 Say-on-Pay received over 96% approval, a positive signal for compensation governance and board oversight of pay .
- RED FLAGS: None identified in proxy disclosures—no related-person transactions, no pledging, and independence affirmed. Note Blunt’s participation in the DCP (defers cash fees), which is permitted and not indicative of misalignment; directors must meet ownership guidelines regardless .
Director Compensation (Details for non-employee directors)
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $125,000 | Increased May 2024 |
| Annual RSU Grant | $200,000 (time-based; 1-year vest) | Granted at $128.98 on May 23, 2024; 1,551 RSUs |
| Lead Director incremental | $150,000 cash + $50,000 RSUs | Applies to Lead Director (Kerrey) |
| Meeting Fees | $2,000 per committee mtg; Board fees after 7th mtg ($3,000 in-person; $1,500 telephonic) | Applies across non-employee directors |
| RSU Settlement Elections | Up to 37% in cash permitted | Effective 2024 |
Equity Ownership & Alignment (Policies)
| Requirement | Detail |
|---|---|
| Director Ownership | 5x annual cash retainer within 5 years; retain 100% of net shares until compliant; all non-employee directors compliant or within period |
| Hedging/Pledging | Prohibited for directors/executives; none pledged by directors/executives disclosed |
Related Party and Ethics
- Code of Conduct mandates reporting conflicts; robust compliance program and QCE Charter oversight .
- No related-person transactions requiring disclosure since the start of the last fiscal year .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: over 96%; HR Committee retained independent consultant and maintained pay-for-performance practices (caps, no option repricing, no excise tax gross-ups) .
Expertise & Qualifications
- Government, regulatory, and public sector experience valued by the Board; leadership advising U.S. Presidents and consequential healthcare/national security legislation .
Notes on Committee Responsibilities
- Audit: Oversight of financial reporting integrity, auditor independence/performance, internal audit, compliance, cybersecurity; financially literate members; audit committee financial experts designated (Fisher, Lynch, Romo) .
- ESG: Oversight of ESG strategy, risks, objectives, stakeholder communications .
- NCG: Governance policies, board composition and succession, related-person transaction approvals .