In fiscal year 2013, the last year of Nashville, Tenn.-based Vanguard Health Systems' existence, Chairman, President and CEO Charles Martin Jr. earned $4.91 million in total compensation, according to a filing with the Securities and Exchange Commission.
The total is down significantly from 2012, when Mr. Martin earned $7.94 million, mostly due to large stock awards and more than $2 million in bonuses. In 2013, Mr. Martin's salary inched upward to $1.25 million, and stock awards and option awards totaled roughly $3 million. His bonuses and incentives fell to $630,000.
Vanguard CFO Phillip Roe's compensation also fell in 2013. He earned $1.57 million, down from $2.39 million in 2012. Mr. Roe's base salary in 2013 increased to $668,750, while his stock awards and bonuses added up to just less than $900,000.
Due to the merger with Dallas-based Tenet Healthcare Corp., which was finalized today, two primary Vanguard executives have become part of the Tenet management team. Mr. Roe now serves as senior vice president of finance. Under that role, he will receive a base salary of $500,000 and could receive up to $300,000 in annual bonuses, as well as stock options. Mr. Roe will also receive $1.6 million next year if he agrees to his one-year noncompete agreement, and he could receive another $3.5 million if he is let go from Tenet six months after the close of the merger.
Keith Pitts, who served as Vanguard's vice chairman and made $1.69 million in 2013, is now a vice chairman at Tenet. Mr. Pitts will have a base salary of $700,000, receive stock options and could earn up to $700,000 in bonuses.
It was previously reported that Mr. Martin would join Tenet on its board of directors, but Tenet currently does not list him as an executive, nor did Vanguard's filing indicate Mr. Martin would be employed by Tenet. Due to the merger, Mr. Martin is expected to receive cash payments for his remaining Vanguard shares, which could total $57.2 million.
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