Vineeta Agarwala
TENET HEALTHCAREAbout Vineeta Agarwala
Vineeta Agarwala, M.D., Ph.D., is an independent director of Tenet Healthcare (THC) since 2023, currently age 38 . She is a General Partner at Andreessen Horowitz (a16z) Bio + Health and an Adjunct Clinical Assistant Professor at Stanford University School of Medicine . Dr. Agarwala holds M.D. and Ph.D. degrees from Harvard Medical School/MIT and a B.S. in biophysics from Stanford; she completed clinical residency at Stanford and is board certified in internal medicine . The Board highlights her healthcare investing, clinical background, and expertise in innovative technologies including AI as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flatiron Health | Director of Product Management | Aug 2016 – Jun 2018 | Led partnership with Foundation Medicine to integrate clinical and genomic data into national-scale data products for oncology R&D . |
| GV (Google Ventures) | Venture investor (Life Sciences) | Mar 2015 – Dec 2019 | Venture investor on life sciences team . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Andreessen Horowitz (a16z) | General Partner, Bio + Health | Since Jan 2020 | Leads investments across biotech and digital health . |
| Stanford University School of Medicine | Adjunct Clinical Assistant Professor | Since 2020 | Clinical appointment . |
Board Governance
- Committee assignments and roles
- Human Resources (HR) Committee – Member; 6 meetings held in 2024 .
- Quality, Compliance & Ethics (QCE) Committee – Member; 4 meetings held in 2024 .
- Summary committee grid confirms HR and QCE membership; no chair roles .
- Independence and attendance
- Board classifies Dr. Agarwala as independent; 12 of 13 nominees are independent .
- Board met 6 times in 2024; each director who served during 2024 participated in ≥75% of aggregate Board/committee meetings; independent directors meet in executive session at least once per regularly scheduled meeting .
- Governance controls (context)
- Nominating & Corporate Governance Committee reviews/approves related-person transactions; composed entirely of independent directors .
- Anti-hedging and anti-pledging policy applicable to directors and officers .
- Lead Independent Director role (J. Robert Kerrey) with defined responsibilities and shareholder engagement .
Fixed Compensation
| Element | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $109,207 | Actual cash fees for 2024 as reported in director compensation table . |
| Annual Cash Retainer (program level) | $125,000 | Retainer increased from $100,000 to $125,000 in May 2024 . |
| Committee Meeting Fees (program level) | $2,000 per committee meeting | Applies to non-employee directors . |
| Board Meeting Fees (program level) | No fee for first 7 meetings; thereafter $3,000 in-person / $1,500 telephonic | Applies after first seven Board meetings annually . |
| Committee Chair Retainers (program level) | Audit $25,000; HR $20,000; NCG/QCE/ESG $17,500 | For chairs (Agarwala is not a chair) . |
Performance Compensation
| Equity Element | Grant | Vesting | Valuation | Other Terms |
|---|---|---|---|---|
| 2024 Annual RSU Grant | $200,048 | Vests on first anniversary of grant date (or earlier on death/disability) | 1,551 RSUs at $128.98 NYSE close on May 23, 2024 (ASC 718) | Directors may elect to settle up to 37% of RSUs in cash; newly appointed directors receive prorated grant . |
Directors at THC receive time-based RSUs; no performance metrics apply to non-employee director equity or fees .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | 0 (Number of other public boards shown as blank/none) . |
| Prior public company boards (past 5 years) | None disclosed for Dr. Agarwala in the proxy biography . |
| Potential interlocks/conflicts | Governance Committee must approve related-person transactions; none requiring disclosure since the beginning of last fiscal year . |
Expertise & Qualifications
- Healthcare industry experience (clinical and investing), including partnering with companies leveraging unique technologies and datasets to advance drug development, personalized medicine, and novel care delivery; Board values her expertise in innovative technologies and AI .
- Clinical background and internal medicine board certification; M.D./Ph.D. (Harvard/MIT), B.S. biophysics (Stanford) .
Equity Ownership
| Ownership Detail | Amount | Date/Status | Notes |
|---|---|---|---|
| Beneficial ownership | 1,562 RSUs | As of Mar 3, 2025 | “Shares of Common Stock” count represents RSUs; percent of class <1% . |
| Unvested RSUs (all non-employee directors other than Kerrey) | 1,551 | As of Dec 31, 2024 | Each director (except Kerrey) held 1,551 unvested RSUs at year-end 2024 . |
| Pledged shares | 0 | As of Mar 3, 2025 | No director or current executive officer has pledged shares . |
| Ownership guidelines | 5x annual cash retainer within 5 years of joining Board | Compliance | All non-employee directors were in compliance or within the applicable period to come into compliance as of record date . |
| Hedging/pledging policy | Prohibited | Policy | Directors/officers prohibited from hedging or pledging company stock . |
Compensation Structure Analysis (Director Program)
- Mix and changes: In 2024, Board raised the annual cash retainer from $100,000 to $125,000; equity grant target remained $200,000; meeting fees unchanged .
- Equity design: Time-based RSUs with one-year vest; ability to defer settlement (Special RSU Deferral Plan), though Dr. Agarwala not listed among directors who elected RSU deferral; up to 37% RSU settlement may be elected in cash beginning 2024 .
- Deferred compensation (cash): Only Senator Roy Blunt participated in the 2006 Deferred Compensation Plan for directors in 2024; no participation disclosed for Dr. Agarwala .
Compensation Committee Analysis (Context for her HR role)
- HR Committee composition and mandate: All members independent; responsibilities include executive and director compensation, CEO evaluation, clawback policy oversight, and human capital matters .
- Interlocks: No HR Committee member had related-person transactions; no interlocking compensation committee relationships with Tenet executive officers in 2024 .
- Independent advisor: Meridian Compensation Partners engaged as independent compensation consultant; HR Committee assessed independence and found no conflicts .
- Benchmarking: Peer set includes CHS, HCA, UHS plus broader healthcare peers for executive pay analysis; used to align pay with performance .
Related-Party Transactions
- Policy: Governance Committee (independent) reviews/approves related-person transactions; Code of Conduct requires reporting conflicts .
- Disclosure: No related-person transactions requiring disclosure since the beginning of the last fiscal year .
Say-on-Pay & Shareholder Feedback (Context)
- Say-on-Pay 2024: Advisory vote received over 96% approval; no structural changes made due to strong support .
- Voting standards: Majority vote standard in uncontested director elections; resignation policy if a nominee receives more “against” than “for” votes .
Governance Assessment
- Board effectiveness: Independent committee oversight (HR, QCE), frequent executive sessions, and clear Lead Independent Director role underscore strong governance practices .
- Independence and attendance: Dr. Agarwala is independent and, like all directors in 2024, met at least the 75% attendance threshold; Board met six times; HR (6) and QCE (4) meetings provide meaningful committee workload and oversight cadence .
- Alignment and safeguards: Director ownership guidelines (5x retainer within 5 years), prohibition on hedging/pledging, and absence of pledging by directors support alignment with shareholders .
- Conflicts and red flags: No related-person transactions disclosed; anti-hedging/pledging policy in place; no director-specific controversies cited in the proxy. RED FLAGS: None disclosed in filings reviewed .