Stephen Rusckowski
TENET HEALTHCAREAbout Stephen H. Rusckowski
Independent director at Tenet Healthcare Corporation since 2023; age 67. Former Chairman, CEO and President of Quest Diagnostics (CEO 2012–2022; Chairman 2017–March 2023), and former CEO of Philips Healthcare and member of Royal Philips’ Board of Management and executive committee. Holds a BS in Mechanical Engineering from Worcester Polytechnic Institute and a Master of Management Science from MIT Sloan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quest Diagnostics Incorporated | Chief Executive Officer and President | 2012–2022 | Led operational and strategic execution at scale |
| Quest Diagnostics Incorporated | Chairman of the Board | Jan 2017–Mar 2023 | Board leadership and governance |
| Philips Healthcare (Royal Philips) | Chief Executive Officer | 2006–2012 | Executive committee and Board of Management; prior CEO of Philips Imaging Systems |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Baxter International Inc. | Director | Current | Public company board experience |
| Qiagen N.V. | Director | Current | Public company board experience |
| Quest Diagnostics Incorporated | Director | Prior | Former Chairman |
Board Governance
- Independence: Tenet’s Board determined Mr. Rusckowski is independent; all committee chairs/members are independent; 12 of 13 director nominees are independent .
- Committee assignments: Human Resources Committee (member) and Quality, Compliance & Ethics Committee (member) .
- Attendance: Board met 6 times in 2024; each director attended at least 75% of aggregate Board/committee meetings; QCE met 4 times; HR met 6 times in 2024 .
- Lead Independent Director: J. Robert Kerrey serves with robust duties (agendas, executive sessions, shareholder engagement) enhancing independent oversight .
- HR Committee interlocks: None; no related-person transactions requiring disclosure since the last fiscal year .
Fixed Compensation
| Element | Amount/Structure | Notes |
|---|---|---|
| Annual Cash Retainer | $125,000 | Increased from $100,000 in May 2024 |
| Annual RSU Grant | $200,000 | RSUs under 2019 Stock Incentive Plan; typical grant 1,551 RSUs in 2024 (per-director) |
| Committee Chair Cash Retainers | Audit $25,000; HR $20,000; NCG $17,500; QCE $17,500; ESG $17,500 | Chairs only |
| Meeting Fees | $2,000 per committee meeting; Board meeting fees only for meetings beyond first seven: $3,000 in-person / $1,500 telephonic | Cash fees prorated for partial year |
2024 Director Compensation (Stephen H. Rusckowski):
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Stephen H. Rusckowski | 134,571 | 200,048 | 334,619 |
Performance Compensation
- Directors do not have performance-based cash or equity; director RSUs are time-based, typically vesting on first anniversary or per deferral election .
- Relevant oversight (HR Committee): Corporate performance metrics used for executive pay that the HR Committee (including Mr. Rusckowski) oversees.
2024 AIP Corporate Metrics and Results:
| Metric | Weight | Threshold | Target | Maximum | Actual | Pool Funding |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 70% | — | $3.995B | — | 200% of target | Contributed to 200% total |
| Adjusted FCF Less NCI | 30% | — | $588M | — | 200% of target (after adjustments) | Contributed to 200% total |
| Final AIP Pool | — | — | — | — | — | 200% of target |
2024 LTI Program Structure (executives):
| Metric | Design | Peer/Magnitude |
|---|---|---|
| Adjusted EPS | 50% of PRSU; goals set annually; 0–200% payout schedule | |
| Adjusted FCF Less NCI | 50% of PRSU; goals set annually; 0–200% payout schedule | |
| Relative TSR | 3-year modifier: peers CHS/HCA/UHS, 125% for 1st, 75% for 4th, 250% cap |
Other Directorships & Interlocks
| Company | Overlap with THC | Potential Conflict |
|---|---|---|
| Baxter International Inc. | Medical device supplier ecosystem; no related-person transactions disclosed by Tenet | Monitor for procurement interlocks; none disclosed |
| Qiagen N.V. | Diagnostics/tools; no Tenet related-party transactions disclosed | None disclosed |
Expertise & Qualifications
- Extensive CEO and multinational healthcare operations experience; strategic planning and operations expertise .
- Technical education (engineering, management science) and long-tenure healthcare leadership .
Equity Ownership
| Holder | Shares of Common Stock | RSUs/Options Exercisable within 60 Days | Percent of Class |
|---|---|---|---|
| Stephen H. Rusckowski | 3,682 RSUs (beneficial ownership) | — | Less than 1% |
| Pledging/Hedging | None pledged; anti-hedging/anti-pledging policy in place | Board prohibits pledging/hedging | |
| Ownership Guidelines | 5x annual cash retainer within 5 years; retain 100% net shares until compliant | All non-employee directors are compliant or within window |
Recent Insider Transactions (Form 4):
| Filing Date | Transaction Date | Type | Security | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|---|
| 2025-05-27 | 2025-05-22 | Award (A) | RSUs | 1,333 | 0 | 1,333 | |
| 2025-05-27 | 2025-05-23 | Exempt conversion (M) – RSU to common (acquisition) | Common | 1,551 | 0 | 5,233 | |
| 2025-05-27 | 2025-05-23 | Exempt conversion (M) – RSU disposition | RSUs | 1,551 | 0 | 0 | |
| 2024-05-28 | 2024-05-23 | Award (A) | RSUs | 1,551 | 0 | 1,551 | |
| 2023-06-23 | 2023-05-26 | Award (A) (amended) | Common | 3,682 | 0 | 3,682 | |
| 2023-05-30 | 2023-05-26 | Award (A) | Common | 2,846 | 0 | 2,846 | |
| 2023-05-30 | 2023-05-25 | Initial filing | Form 3 | — | — | — |
Governance Assessment
- Board effectiveness: Independent status, strong committee structure (HR and QCE) and documented risk oversight processes support governance quality; regular executive sessions and annual third-party facilitated evaluations strengthen accountability .
- Alignment: Director pay mix balances cash retainer and annual RSUs; stock ownership guidelines (5x retainer) and no hedging/pledging policies reinforce alignment with shareholders .
- Engagement: Attendance threshold met; Board-level shareholder outreach led by the Lead Independent Director; active ESG oversight via special committee .
- Conflicts/related-party: Tenet reports no related-person transactions; HR Committee interlocks none; shares not pledged; policies prohibit hedging/pledging—no identified red flags in disclosures .
- Signal checks: 2024 director cash retainer increased to $125,000; director RSU grants standardized; insider filings show routine annual awards and RSU settlements, not open-market sales or purchases, which is typical for director compensation administration .