COMMUNITY HEALTH SYSTEMS INC
For the period ended May 7, 2024. Filed Mar 28, 2024.
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May 7, 2024 · Filed Mar 28, 2024
Contents
Pay Versus Performance
Tabular Disclosures of Pay and Performance
Our CEO is the principal executive officer (“PEO”). The following table sets forth information concerning the compensation of our PEO(s) and other NEOs for each of the years ending December 31, 2023, 2022, 2021 and 2020 as well as our financial performance for each year.
| Value of Initial Fixed $100Investment Based On: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year (a) | SummaryCompensationTable Total forPEO ($)(b) | CompensationActually PaidtoPEO ($)(c) | AverageSummaryCompensationTable Totalfor Non-PEONEO’s ($)(d) | AverageCompensationActually Paidto Non-PEONEO’s ($)(e) | TotalShareholderReturn ($)(f) | Peer GroupTotalShareholderReturn ($)(g) | NetIncome(h)($ inmillions) | AdjustedEBITDA(i)($ inmillions) |
| 2023 | 8,348,223 | 5,923,701 | 2,288,615 | 1,779,564 | 108 | 131 | 16 | 1,453 |
| 2022 | 6,302,542 | 159,239 | 3,694,426 | (236,524) | 149 | 131 | 179 | 1,466 |
| 2021 | 9,526,625 | 15,121,986 | 5,415,424 | 7,635,715 | 459 | 139 | 368 | 1,969 |
| 2020 | 9,066,419 | 10,617,549 | 3,717,051 | 4,332,808 | 256 | 114 | 607 | 1,809 |
| Column (b) | Reflects compensation amounts reported in the “Summary Compensation Table” (“SCT”) for Tim L. Hingtgen, our CEO for 2023, 2022 and 2021 and Wayne T. Smith, our CEO for 2020. |
|---|---|
| Column (c) | “Compensation actually paid” (“CAP”) to our CEO in each of 2023, 2022, 2021 and 2020 (individually referred to as “Covered Year”) reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. |
| 2023 | 2022 | 2021 | 2020 | |
|---|---|---|---|---|
| CEO | Tim L.Hingtgen | Tim L.Hingtgen | Tim L.Hingtgen | Wayne T.Smith |
| Total Compensation per the SCT | $8,348,223 | $6,302,542 | $9,526,625 | $9,066,419 |
| Less: Stock and Option Award values reported in the SCT | ($4,612,000) | ($3,779,000) | ($3,265,000) | ($1,929,375) |
| Plus: Fair Value of Stock and Option Awards Granted during the Covered Year | $2,334,000 | $1,620,000 | $4,924,000 | $2,958,750 |
| Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years | ($771,001) | ($4,931,670) | $2,818,729 | $1,721,475 |
| Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year | $73,332 | ($24,582) | $1,200,313 | $218,400 |
| Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year | ($172,800) | ($3,110) | ($5,000) | ($288,500) |
| Less: Aggregate Change in Actuarial Present Value of Defined Benefit Plans | ($347,168) | ($499,859) | ($1,520,328) | ($1,129,620) |
| Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans | $1,071,115 | $1,474,917 | $1,442,647 | - |
| Compensation Actually Paid | $5,923,701 | $159,239 | $15,121,986 | $10,617,549 |
| Column (d) | Reflects the average compensation amounts reported in the SCT for our Non-PEO NEOs. |
|---|---|
| Column (e) | The following Non-PEO NEOs are included in the average figures shown below: 2023 – Kevin J. Hammons, Lynn T. Simon, Kevin A. Stockton and Chad A. Campbell 2022 – Wayne T. Smith, Kevin J. Hammons, Lynn T. Simon, and Mark B. Medley 2021 – Wayne T. Smith, Kevin J. Hammons, Lynn T. Simon and Benjamin Fordham 2020 – Tim L. Hingtgen, Kevin J. Hammons, Benjamin Fordham and Lynn T. Simon |
| 2023 | 2022 | 2021 | 2020 | |
|---|---|---|---|---|
| Total Compensation per the SCT | $2,288,615 | $3,694,426 | $5,415,424 | $3,717,051 |
| Less: Stock and Option Award values reported in the SCT | ($1,037,700) | ($2,138,500) | ($1,850,378) | ($938,934) |
| Plus: Fair Value of Stock and Option Awards Granted during the Covered Year | $525,150 | $917,325 | $2,785,947 | $1,437,441 |
| Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years | ($293,630) | ($2,595,277) | $1,489,657 | $672,792 |
| Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year | $63,966 | $86,796 | $632,161 | $84,144 |
| Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year | ($32,400) | ($90,820) | ($57,500) | ($68,470) |
| Less: Aggregate Change in Actuarial Present Value of Defined Benefit Plans | ($56,263) | ($440,806) | ($1,002,492) | ($978,380) |
| Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans | $321,826 | $330,333 | $222,897 | $407,164 |
| Compensation Actually Paid | $1,779,564 | ($236,524) | $7,635,715 | $4,332,808 |
| Column (f) | Represents the cumulative total shareholder return for the Company for the measurement periods beginning December 31, 2019 and ending on December 31, 2023, 2022, 2021 and 2020, respectively. |
|---|---|
| Column (g) | Represents the cumulative total shareholder return of the Dow Jones U.S. Healthcare Index (“Peer Group Total Shareholder Return”) for the measurement periods beginning December 31, 2019 and ending on December 31, 2023, 2022, 2021 and 2020, respectively. |
| Column (h) | Reflects Net Income as included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022, 2021 and 2020. |
| Column (i) | The Company-Selected Measure is Adjusted EBITDA, a non-GAAP financial measure. See Annex A — Non-GAAP Financial Measures for additional information regarding Adjusted EBITDA, including how Adjusted EBITDA is calculated from the Company’s financial statements. |
Relationship between Pay and Performance
The following graphs illustrate the relationship of CAP to our PEO and
non-PEO
NEOs in 2020, 2021, 2022 and 2023 to (1) total shareholder return of both the Company and the Dow Jones U.S. Healthcare Index, (2) net income, and (3) the Company’s Adjusted EBITDA. For additional information illustrating the Company relationship between the pay for our PEO and
non-PEO
NEOs and our overall company performance, please see the Compensation Discussion and Analysis beginning
on page 44.
Listed below, in no specific order, are the performance measures which in our assessment represent the most important measures we used to link compensation actually paid to our NEOs for 2023 to the Company’s performance:
Adjusted EBITDA
Cumulative Consolidated Adjusted EBITDA Growth
Net Revenues
Consolidated Adjusted EBITDA Margin Improvement
Adjusted (Loss) Earnings per Share
See the Compensation Discussion and Analysis above, including under “Annual Cash Incentive Compensation” and “Long-Term Incentives,” for additional information regarding how we utilized these performance measures in connection with determining compensation paid to our NEOs in 2023. In addition, Adjusted EBITDA, Cumulative Consolidated Adjusted EBITDA Growth, Consolidated Adjusted EBITDA Margin Improvement and Adjusted (Loss) Earnings per Share are
non-GAAP
financial measures. For additional information regarding Adjusted EBITDA and Adjusted (Loss) Earnings per Share, see Annex A.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.