The most tenured independent board member at Healthways will step down later this spring as the company moves to drop its classified structure.
Bill O’Neil has told his director colleagues he will not stand for re-election when his term expires next month. O’Neil, 76, has been a director of Healthways since 1985 — only founder Tom Cigarran has been on the board longer. O’Neil was chairman, president and CEO of ClinTrials Research in the 1980s and ’90s and also is a director of fellow local health care provider Diversicare, the former Advocat, where he chairs the audit committee.
Nominated to take O’Neil’s place is Donato Tramuto, co-founder and CEO of Massachusetts-based Physicians Interactive Holdings, a marketer of online health care information and software and medication samples. Before helping launch PIH in 2008, the 56-year-old Tramuto was CEO of both pharmaceutical services company i3, which is part of UnitedHealth Group, and Protocare, a provider of drug development services. Before that, he was general manager of the home health care unit of Caremark.
Healthways late last year said it would declassify its board after investors voted overwhelmingly in favor of a resolution brought by a New York pension fund. Its plan means each director candidate will after the spring of 2015 stand for re-election each year.
On the executive compensation side of the governance debate, the board of Healthways has again decided not to lift the base salary of CEO Ben Leedle, keeping it at $712,000. It has been since 2008 that Leedle got a salary bump.
The board also held the line on salary and bonus targets for Healthways’ other top execs except for CFO Alfred Lumsdaine, who has been awarded a 10 percent raise to $385,000 and a higher bonus percentage target. The latter now stands at 55 percent of his new base versus 50 percent last year, meaning Lumsdaine has the opportunity to earn almost $37,000 and change from that part of his pay package.
For Healthways’ full proxy statement, click here.
Shares of Healthways (Ticker: HWAY) were up big Friday after the company reported better-than-expected Q1 results. As of 2:40 p.m., the stock was changing hands at about $12.90, up some 17 percent on the day. So far this year, they’re now up about 20 percent.
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