Director Nomination Process
General Board Membership Criteria
Subject to any agreement we may enter into, the Board has the overall responsibility for selecting candidates for nomination or appointment to the Board. The Nominating and Corporate Governance Committee evaluates potential candidates for Board service and will recommend to the Board director candidates for nomination or appointment.
When considering director candidates, both the Board and the Nominating and Corporate Governance Committee seek to ensure that each director possesses specific critical personal qualities and attributes. These qualities, which the Board believes are essential for the proper functioning of the Board, include accountability, ethical leadership, governance expertise, integrity, skill in risk management, and sound business judgment.
Additionally, the Board and the Nominating and Corporate Governance Committee believe that directors should have the mature confidence to assess and challenge existing practices and propose alternative solutions, possess a keen awareness of our business and the social realities of our operating environment, maintain independence and high-performance standards necessary for Board oversight, and possess the humility, professional maturity, and style to interface openly and constructively with other directors.
Skills, Experiences and Backgrounds
Beyond the above criteria, our Corporate Governance Guidelines specify that the Nominating and Corporate Governance Committee will annually assess the qualifications, qualities, skills and other criteria suitable for Board members and director candidates. This assessment considers the Board’s composition at the time, the skills required for effective Board and committee operations, and insights from the annual Board and committee self-evaluations (see “—Annual Board and Committee Self-Evaluations” below).
We operate in the rapidly evolving, highly regulated U.S. healthcare industry. Each of our director nominees has held senior leadership roles (in some cases as chief executive officer) in large healthcare organizations or served on the boards of such entities. In these capacities, they accumulated significant and diverse experience in strategic and financial planning, financial reporting, governance practices, compliance, risk management, and human capital management. Some nominees have served as chief financial officers or senior finance leaders at complex organizations, gaining expertise in capital allocation practices as well as mergers and acquisitions. Several nominees also possess in-depth public company experience, either as executive officers or board members, providing an understanding of corporate governance practices and trends. The Board and the Nominating and Corporate Governance Committee believe that the skills, qualities, attributes, and experiences of the director nominees offer a diverse range of perspectives, effectively addressing evolving needs, overseeing strategy and risk management practices, and representing the long-term interests of our stockholders.
The Board has undergone significant refreshment in recent years. Starting January 2, 2024, Ms. Bodem and Mr. Wright were appointed to the Board. Ms. Bodem brings significant finance and capital allocation experience due to her roles as chief financial officer or other senior finance leadership roles at several large, complex health care companies. Mr. Wright brings operational, human capital management, and risk management expertise due in part to his leadership experience at an organization encompassing 55,000 team members across five global regions.
The Board has also nominated Eric K. Brandt for election to the Board at the Annual Meeting. Mr. Brandt brings added expertise in finance, governance, corporate strategy, and information technology, gained from his executive roles in the technology and healthcare sectors, as well as his service as a member of several public company boards.
Together with Ms. Bierbower and Dr. Deckmann, who joined the Board in 2022, five of the twelve director nominees have under two years of service on the Board as of the date of this Proxy Statement.
