Maurice S. Smith
About Maurice S. Smith
Maurice S. Smith, 53, is an independent director of Ventas, Inc. (VTR) since 2021. He is Chairman, President & CEO of Health Care Service Corporation (HCSC) and brings 25+ years of healthcare finance, strategy, operations and risk leadership; at Ventas he serves on the Audit & Compliance and Compensation Committees. His background includes leading Blue Cross Blue Shield of Illinois and extensive board service in healthcare and public policy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Health Care Service Corporation (HCSC) | President & CEO; Vice Chair of the Board | CEO since 2020; President 2019–2020; Vice Chair noted in biography | Led fiscal, strategic, operations and risk management at the 5th largest U.S. health insurer; 22.5M+ covered lives cited in 2025 proxy bio |
| HCSC | SVP, Business Development & Subsidiary Mgmt; VP, Corporate Transactions & Business Analysis; earlier roles | 2011–2015 (VP/SVP); 1993–2011 earlier roles | Directed transactions, capital allocation, subsidiaries; progressive leadership roles |
| Blue Cross Blue Shield of Illinois (HCSC division) | President | 2015–2019 | Led the largest health insurer in Illinois |
External Roles
| Organization | Role | Start/Term | Committees/Details |
|---|---|---|---|
| Halliburton Company (NYSE: HAL) | Independent Director | Since 2023 | Compensation Committee; Health, Safety & Environment Committee |
| Federal Reserve Bank of Chicago | Class C Director | Term 2023–2025 | Board service; background notes HCSC revenue scale and Chair role in 2025 |
| Prime Therapeutics LLC | Chair of the Board | n/a | Pharmacy solutions JV aligned with Blues plans |
| AHIP (America’s Health Insurance Plans) | Director | n/a | Industry association board |
| Blue Cross and Blue Shield Association | Director | n/a | National association board |
Board Governance
- Committee assignments (Ventas): Audit & Compliance Committee (member); Compensation Committee (member). Audit met 5x in 2024; Compensation met 5x in 2024 .
- Independence: Board determined all directors except the CEO are independent; all members of Audit & Compensation Committees are independent; Mr. Smith is designated independent .
- Attendance: 2024 Board held 7 meetings; each incumbent director attended >75% of Board and assigned committee meetings; average attendance 98% (indicates high engagement) .
- Lead Independent Director and executive sessions: Independent directors meet in executive session generally at every quarterly Board and committee meeting; Lead Independent Director presides .
- Overboarding: Policy limits public-company executives to ≤2 additional public boards and others to ≤4; Audit members ≤2 other audit committees. Mr. Smith serves on one other public board (HAL); within policy .
Fixed Compensation
| Component (Non-Employee Director) | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer | $110,000 (effective Oct 1, 2024) | |
| Committee member retainers | Audit $20,000; Compensation $20,000; Nominating $15,000; Investment $15,000 (effective Oct 1, 2024) | |
| Committee chair retainers | Audit Chair $35,000; Compensation Chair $30,000; Nominating Chair $25,000; Investment Chair $20,000 (effective Oct 1, 2024) | |
| Meeting fees | $1,500 per excess meeting (Board >8/year; committee >6/year) | |
| 2024 fees earned (Smith) | $150,000 |
Performance Compensation
| Equity Element | Grant/Value | Vesting/Terms | Source |
|---|---|---|---|
| Annual RSU grant (directors) | Grant-date market value $185,000 (effective Oct 1, 2024 policy) | Vests on earlier of 1-year from grant or next Annual Meeting; dividend equivalents; deferral available | |
| 2024 RSU award (Smith) | Stock awards $174,958 (grant-date fair value) | As per director plan; pro rata rules for mid-year appointments (not applicable to Smith in 2024) | |
| Unvested director RSUs (as of 12/31/24) | 3,648 units (Smith) | Subject to standard vesting/deferral provisions |
Note: Director equity awards are time-based; there are no performance metrics attached to director equity at Ventas .
Other Directorships & Interlocks
| Topic | Detail | Source |
|---|---|---|
| Current public company boards | Ventas (since 2021); Halliburton (since 2023) | |
| Committee overlaps/interlocks | Ventas discloses no Compensation Committee interlocks in 2024 (Smith served on Ventas Compensation Committee; no reciprocal employment/board relationships with Ventas executives) | |
| Related party transactions | None in 2024 |
Expertise & Qualifications
- Healthcare leadership and risk management: CEO of HCSC; 22.5M+ covered lives; >$54B revenue cited in Ventas proxy biography (scale context) .
- Financial, strategic planning, public policy: Experience spans corporate transactions, capital allocation, and regulatory oversight; governance roles at Federal Reserve Bank of Chicago and major industry bodies .
Equity Ownership
| Ownership Metric (as of Mar 1, 2025 unless noted) | Amount | Source |
|---|---|---|
| Beneficially owned common shares | 7,363 | |
| Stock units that may be settled within 60 days | 3,818 | |
| Total beneficial ownership | 11,181 | |
| Unvested director RSUs (as of 12/31/24) | 3,648 | |
| Ownership as % of shares outstanding | Not individually material (table displays “*”) | |
| Stock ownership guideline | 5x annual cash retainer for non-employee directors | |
| Compliance with guideline | All non-employee directors are in compliance (considering transition periods) | |
| Hedging/pledging | Prohibited; no director or executive hedged/pledged in 2024 |
Insider Trades
| Period | Findings | Source |
|---|---|---|
| 2024-01-01 to 2025-11-20 | No Form 4 insider trades found for Maurice S. Smith at VTR (query via insider-trades skill) | insider-trades skill run (no records returned) |
Governance Assessment
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Strengths
- Independent director with dual service on Audit & Compensation—adds healthcare payer risk expertise to financial oversight and human capital/compensation governance .
- High engagement: Board average 98% attendance; policy framework includes majority voting with resignation policy, robust executive sessions, anti-hedging/anti-pledging, clawback for incentive pay, and strong stock ownership requirements for directors .
- No related-party transactions in 2024; policy limits hiring entities that employ a director for financial advisory/investment banking mandates (mitigates conflicts) .
-
Potential risk considerations
- Workload: Sitting on Ventas’s Audit & Compensation and Halliburton’s Compensation/HSE committees plus HCSC CEO role; however, Ventas overboarding policy thresholds appear met (one other public board; not on other audit committees), and attendance standards are met .
- Industry interlocks: None disclosed that would impair independence at Ventas; Compensation Committee interlocks explicitly negative (none) .
-
Alignment signals
- Director pay mix emphasizes equity (time-based RSUs), with mandatory 5x retainer ownership guideline and no hedging/pledging—supports alignment with long-term shareholders .
- No insider selling activity identified in 2024–2025 window for VTR; beneficial ownership and director RSU holdings disclosed (insider-trades skill query returned no trades).
Overall: Smith’s healthcare payer expertise and risk orientation are additive to Ventas’s board, especially across Audit and Compensation oversight. Policy guardrails and attendance mitigate workload concerns; no conflicts or related-party exposures were disclosed in 2024.