Suzanne Foster
About Suzanne Foster
Suzanne Foster is an independent director of Unitil Corporation (UTL), serving on the Board since January 2019; she is 55 and her current Class III term ends in 2027 . She is currently CEO and a director of AdaptHealth Corp. (since May 2024) and previously held senior leadership roles at Danaher (Beckman Coulter Life Sciences), Cardinal Health, Stanley Healthcare, and Medtronic; she is also a lawyer by training and has served in legal and compliance roles in healthcare systems and law firms . The Board affirmed her independence on January 29, 2025, consistent with NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Danaher – Beckman Coulter Life Sciences | President | Apr 2022 – May 2024 | Senior P&L leadership in life sciences tools |
| Cardinal Health – At Home Solutions | President | Jan 2020 – Apr 2022 | Led home healthcare distribution/services |
| Stanley Healthcare (Stanley Black & Decker) | President | Apr 2018 – Jan 2020 | Led healthcare technology division |
| Medtronic Advanced Energy | General Manager | Aug 2011 – Mar 2018 | Ran surgical energy business line |
| Salient Surgical Technologies | VP, Global Business Operations | — | Pre‑acquisition operating leadership |
| Elliot Health System | VP, Legal & Compliance | — | Health system compliance leadership |
| Holland & Knight; Wiggin & Nourie | Attorney | — | Corporate/healthcare legal practice |
External Roles
| Organization | Role | Tenure / Since | Notes |
|---|---|---|---|
| AdaptHealth Corp. | Chief Executive Officer; Director | Since May 2024 | Public healthcare-at-home company |
| Perimeter Medical Imaging AI, Inc. | Director | Since 2018 | Public medical technology company (Canada) |
| University System of New Hampshire | Trustee | Appointed 2017 | State university governance role |
| Private medical technology companies | Director | — | Multiple private boards |
Board Governance
- Independence: Board affirmed Foster as independent on Jan 29, 2025, under NYSE standards; all members of Audit, Compensation, and Nominating & Governance must be independent .
- Committees and engagement (2024 activity levels shown below):
Committee Role Meetings Held (2024) Compensation Committee Member 6 meetings Nominating & Governance Committee Member 4 meetings - Attendance: In 2024, Board attendance was 99%; no director attended fewer than 75% of aggregate Board and applicable committee meetings; ten directors attended the Annual Meeting .
- Executive sessions: Non‑employee directors met in executive session at each Board meeting in 2024 (four times), led by the Lead Director (Michael B. Green) .
- Stock ownership and retention: Directors must hold at least 3x annual cash retainer (as of Jan 1, 2025, requirement = $240,000); Foster meets the guideline; all director equity must be held until separation .
- Trading safeguards: Hedging and pledging of company stock are prohibited for directors and officers; a formal Insider Trading Policy became effective Nov 1, 2024 .
Fixed Compensation
| Component (Director) | 2024 Value | Details |
|---|---|---|
| Fees Earned or Paid in Cash | $79,000 | Annual and committee cash retainers |
| Equity (Stock Awards) | $94,952 | 1,582 shares; grant-date fair value; Foster elected common stock (not RSUs) |
| All Other Compensation | $672 | Dividends/RSU dividend equivalents on director equity |
| Total 2024 Compensation | $174,624 | Sum of cash, equity, other |
| 2024 Equity Grant Mechanics | $95,000 target | Calculated using Oct 1, 2024 close; rounded to 1,582 shares/RSUs |
| 2025 Director Retainers (effective Jan 1, 2025) | Cash $80,000; Equity $115,000 | Increased per Willis Towers 2024 analysis (targeting 25th percentile peer group) |
Notes:
- Directors do not receive option awards; no meeting fees for regular Board/standing committee meetings; special meeting fee $2,000 (none in 2024); separate Pension Committee retainers exist but are not applicable to all directors .
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Non‑Equity Incentive Plan Compensation | Not provided to directors | No director non‑equity incentive comp (except CEO as NEO) |
| Stock Options | Not provided to directors | No director option awards |
| RSUs (if elected) | Time‑based only | 100% vested on grant; settle at separation (70% stock/30% cash); non‑transferable pre‑settlement |
No performance metrics apply to non‑employee director compensation; equity is time‑based and intended for alignment rather than pay‑for‑performance .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| AdaptHealth Corp. | CEO and Director | Different industry (healthcare vs. regulated utility); no related party transactions disclosed at Unitil |
| Perimeter Medical Imaging AI, Inc. | Director | No interlocks or related party transactions disclosed at Unitil |
- Related party transactions: Unitil reported no related person transactions requiring disclosure in 2024 and none proposed for 2025; nominees are noted as free of involvement in related person transactions .
Expertise & Qualifications
- Skills matrix: C‑Suite leadership; Governance; Investor Relations; Labor/Human Capital Management; Marketing/Customer Service; Risk Oversight; Strategic Planning .
- Legal background: Former attorney (Holland & Knight; Wiggin & Nourie) and VP Legal & Compliance in healthcare, enhancing governance and regulatory oversight capabilities .
Equity Ownership
- Ownership guidelines compliance: Foster meets the director ownership guideline (3x cash retainer; $240,000 as of Jan 1, 2025); all director equity must be held until separation .
- Beneficial ownership (Record Date in 2025 proxy):
Holder Common Stock RSUs Percent of Class Suzanne Foster 9,699 — <1% - Form 4 transactions (more current view):
Transaction Date Type Shares Acquired Price Post‑Transaction Ownership Source 2023‑10‑02 Award (A) 1,914 $41.79 8,117 https://www.sec.gov/Archives/edgar/data/755001/000120919123051853/0001209191-23-051853-index.htm 2024‑10‑01 Award (A) 1,582 $60.02 9,699 https://www.sec.gov/Archives/edgar/data/755001/000095017024112107/0000950170-24-112107-index.htm 2025‑10‑01 Award (A) 2,435 $47.22 12,134 https://www.sec.gov/Archives/edgar/data/755001/000119312525229508/0001193125-25-229508-index.htm
Policy safeguards:
- Hedging and pledging of Unitil stock are prohibited for directors and officers .
Governance Assessment
- Board effectiveness and independence: Foster is an experienced operator and lawyer with multi‑industry leadership; independence reaffirmed in 2025; she serves on two key committees (Compensation; Nominating & Governance) aligned with her governance and HR expertise .
- Attendance and engagement: Board attendance in 2024 was 99% with no director below 75%, indicating strong engagement; committees were active (Comp 6; N&G 4) .
- Ownership alignment: She meets the director ownership guideline and has shown consistent increases in beneficial ownership via annual equity awards; company policy prohibits hedging/pledging, supporting alignment .
- Compensation structure signals: Director pay mixes cash plus time‑vested equity; no options or performance plans for directors; equity retainer increased to align with 25th percentile peer group in 2024 and again for 2025 (cash $80k; equity $115k), suggesting prudent market alignment rather than pay inflation risk .
- Conflicts/related party: No related person transactions disclosed; Foster’s external CEO role is in an unrelated industry, lowering conflict risk; Unitil maintains robust related party review procedures .
- Shareholder sentiment: Say‑on‑pay approval for executives was 97% in 2024, indicating broad investor support for compensation governance overall (context for board oversight quality) .
No RED FLAGS identified based on disclosed data: no related‑party transactions, no hedging/pledging, attendance thresholds met, ownership guideline met, and independent committee service .