Ruth Williams-Brinkley

About Ruth Williams-Brinkley

Independent director of Travere Therapeutics (TVTX) since September 2021; age 73. Retired in January 2024 as President of Kaiser Foundation Health Plan of the Mid-Atlantic States; previously led Kaiser’s Northwest region and served as CEO of multiple health systems. Holds B.S. and M.S. in Nursing from DePaul University; Life Fellow of the American College of Healthcare Executives .

Past Roles

External Roles

Board Governance

• Independence: Board affirmatively determined Ms. Williams‑Brinkley is independent under Nasdaq listing standards .
• Committee assignments: Member, Compensation Committee; no chair roles disclosed .
• Attendance and engagement: Board met 4x in 2024; Compensation Committee met 5x; all directors attended at least 75% of Board and committee meetings during their service period .
• Executive sessions: Independent directors met in executive session at each regularly scheduled Board meeting during 2024 .
• Stock ownership guidelines: Non-employee directors must hold ≥3x annual cash retainer within 5 years; Company states all directors have met the guidelines .
• Compensation Committee practices: Composed solely of independent directors; oversees CEO and executive pay; uses peer groups and advice from independent compensation consultants; met five times in 2024 .
• Committee interlocks: No compensation committee interlocks or insider participation disclosed; none of the committee members have ever been Company officers .

Fixed Compensation

• Director cash retainer policy (2024): $50,000 annual cash retainer; Compensation Committee member fee $7,500 (chair $15,000); other committee retainers per policy .
• 2025 policy change: Compensation Committee chair fee increased to $20,000; Comp Committee member fee increased to $10,000; Board chair fee increased to $40,000; equity components unchanged .

Notes: Fees reflect $50,000 base retainer plus Compensation Committee member retainer under policy; the proxy shows actual fees earned of $57,500 .

Performance Compensation

• Annual equity structure (non-employee directors): At each annual meeting, automatic grant of 19,500 stock options and 6,500 RSUs for continuing non-employee directors; initial appointment grant is 29,250 options and 9,750 RSUs .
• Vesting: Initial director equity vests over 3 years; annual director equity vests over 1 year, subject to continued service; change in control with board service cessation accelerates director awards to 100% vesting at close .
• Option mechanics: Exercise price equals fair market value at grant; 10-year term; options are time-based; no discounted options allowed .

No director performance metrics disclosed; equity awards are time‑based (not PSU/TSR-linked) for directors .

Other Directorships & Interlocks

• Current public company: Natera, Inc. (Director) .
• No disclosed interlocks between TVTX and organizations where Ms. Williams‑Brinkley serves; Compensation Committee interlock statement indicates none for committee members .

Expertise & Qualifications

• Education: B.S. and M.S. in Nursing (DePaul University); Life Fellow, American College of Healthcare Executives .
• Core skills: Large‑scale health plan and hospital system leadership; strategic, operational and business expertise in healthcare; selected to TVTX board for this domain expertise .

Equity Ownership

Policies affecting alignment:

• Director stock ownership guideline: ≥3x annual cash retainer within five years; all directors in compliance .
• Insider Trading Policy: Prohibits short sales, options trading, and hedging transactions (e.g., collars, swaps) in Company stock; designed to avoid misalignment with shareholders .

Related-Party Exposure

• Kaiser relationships: TVTX sold commercial products to Kaiser Foundation Health Plan and Hospitals since 2014 (ordinary course, arm’s-length). From Jan 1, 2024 to Feb 28, 2025, TVTX recognized approximately $0.4 million in gross revenue from sales to Kaiser and made approximately $237,000 in payments under a research agreement with Kaiser Foundation Research Institute (majority pass-through to investigator sites). Ms. Williams‑Brinkley retired from the Kaiser Mid‑Atlantic presidency in Jan 2024. The Board determined she remains independent under Nasdaq rules .
• Related‑person transaction policy: Audit Committee reviews and must approve related‑party transactions; directors must recuse if they have an interest .

Governance Assessment

• Strengths/signals:

  • Clear independence determination despite Kaiser ties; amounts appear immaterial in the context of TVTX and were reviewed under policy .
  • Active Compensation Committee member; committee independent, meets regularly, and uses independent advisors .
  • Attendance threshold met (≥75%) with regular executive sessions of independents, supporting oversight quality .
  • Strong alignment policies: director ownership guideline met; hedging prohibited; change‑in‑control acceleration only upon loss of board service (director awards) .

• Watch items / potential red flags to monitor:

  • Ongoing transactional relationships with Kaiser entities following her retirement—currently modest in size; continue to monitor for scale or scope changes .
  • No explicit pledging prohibition disclosed in the proxy; hedging is prohibited—monitor for any future pledge disclosures (none noted) .

• Director pay mix 2024: $57.5k cash vs. $177.3k equity (time‑based options and RSUs), a predominantly equity‑weighted structure that supports alignment without performance conditions typical for directors .