Community Health Systems Inc DEF 14A, filed Mar 30, 2023

Community Health Systems Inc (CYH)

DEF 14A 2023-03-30

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Added on June 12, 2026

About this DEF 14A

Community Health Systems Inc filed this DEF 14A on March 30, 2023.

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☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Co mmis sion Only (as pe rmitt ed by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Under Rule 240.14a-12


☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


	Page

Proxy Summary		S-1

Introduction		1

General Information		7

Members of the Board of Directors		23

Security Ownership of Certain Beneficial Owners and Management		30

Delinquent Section16(a) Reports		32

Relationships and Certain Transactions between the Company and its Officers, Directors and 5% Beneficial Owners and their Family Members		32

Compensation Committee Interlocks and Insider Participation		33

Information About Our Executive Officers		34

Proposal 1 — Election of Directors		36

Proposal 2 — Advisory Vote on Executive Compensation		37

Proposal 3 — Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation		38

Executive Compensation		40

Compensation Discussion and Analysis		40

Compensation Committee Report		63

Summary Compensation Table		64

Grants of Plan-Based Awards		66

Outstanding Equity Awards at Fiscal Year End		68

Option Exercises and Stock Vested		69

Pension Benefits		70

Non-Qualified Deferred Compensation		71

Potential Payments upon Termination or Change in Control		72

CEO Pay Ratio		75

Pay Versus Performance		77

Proposal 4 — Approval of the Amendment and Restatement of the Community Health Systems, Inc. 2009 Stock Option and Award Plan (as previously amended and restated), which was approved by the board on March 22, 2023 (subject to Stockholder Approval)		81

Proposal 5 — Ratification of the Appointment of Independent Registered Public Accounting Firm		97

Miscellaneous		99

Annex A — Non-GAAP Financial Measures		A-1

Annex B — Amended and Restated Community Health Systems, Inc. 2009 Stock Option and Award Plan		B-1



Performance Results For the Years Ended December 31, 2022 and 2021 (dollars in millions, except per share and stock price amounts)
Key Metrics	2022 Results	2021 Results	% Increase/ (Decrease)

Net Operating Revenues	$12,211	$12,368	(1.3)%

Net income attributable to Community Health Systems, Inc. stockholders	$46	$230	(80.0)%

Net income attributable to Community Health Systems, Inc. stockholders as a % of net operating revenues	0.4%	1.9%

Adjusted EBITDA ⁽¹⁾	$1,466	$1,969	(25.5)%

Adjusted EBITDA as a % of net operating revenues ⁽¹⁾	12.0%	15.9%

Cash Flows from Operations	$300	$(131)	329.0%

Earnings per Diluted Share, as reported	$0.35	$1.76	(80.1)%

Earnings per Diluted Share, excluding Adjustments ⁽¹⁾	$(1.38)	$2.45	(177.5)%

Stock Price as of December 31	$4.32	$13.31	(67.5)%
(1) Adjusted EBITDA and Earnings per Diluted Share, excluding Adjustments, are non-GAAP financial measures. For a definition of these non-GAAP financial measures and why we believe these non-GAAP financial measures present useful information to investors, as well as a reconciliation of these non-GAAP financial measures to the most comparable GAAP measures, see Annex A.


Name/Experience/Occupation		Director Since	Committee Memberships

	Susan W. Brooks Ms. Brooks is a former Congresswoman and former U.S. Attorney. Her deep knowledge of and experience in both the legislative and judicial branches of the Federal government provide our Board with valuable insight into the governmental processes and priorities that impact the heavily-regulated industry in which we operate. In addition, her diverse experience, including advising public and privately-held companies, non-profits, educational institutions, and hospitals, gives her valuable insight both related to the healthcare industry as well as to other sectors with which our Company frequently interacts.	2022	Governance & Nominating

	John A. Clerico Mr. Clerico is our independent Lead Director. He brings executive leadership experience to the Board. He has held the positions of chairman of the board, chief executive officer, co-chief operating officer, chief financial officer and treasurer at various points of his career. His years of service on our Board lend important continuity to financial, audit, and compliance oversight functions. He is currently chairman and a registered financial advisor of ChartMark Investments.	2003	Compensation

	Michael Dinkins Mr. Dinkins brings extensive experience, having previously served as chief financial officer of a publicly-traded company. He provides understanding of complex financial and operational issues and strategy and risk assessment processes. In addition, Mr. Dinkins brings the perspective of the insurance industry and the medical device industry to the Board. He is currently president and chief executive officer of Dinkins Financial.	2017	Audit & Compliance*

	James S. Ely III Mr. Ely’s extensive experience in the financing industry and in the healthcare sector in particular, provides a needed area of expertise. He is able to assist our Board and management in evaluating financing opportunities, as he has specific experience in financing the types of indebtedness reflected on our balance sheet. Mr. Ely founded PriCap Advisors, LLC, an investment management firm, and currently serves as its chief executive officer.	2009	Compensation* Audit & Compliance

	John A. Fry Mr. Fry’s experience as the president of an academic institution, experience with the University of Pennsylvania Health System, and service on the boards of non-profit institutions, bring important perspectives to our Board. His familiarity with the issues faced by non-profit organizations assists in understanding the competitive environment. His experience in financial management, financial reporting, audit and compliance, and risk management are valuable skill sets. He is currently the President of Drexel University in Philadelphia, Pennsylvania.	2004	Governance & Nominating* Compensation

	Joseph A. Hastings, D.M.D. Dr. Hastings brings the perspective of a health care practitioner as well as previous experience as a board member of a publicly-traded company. His experience in managing a health care practice is similar to that of many of the Company’s affiliated physician practices, and he can provide valuable advice to the Board and management regarding trends in both medicine and the organization and operation of health care practices. Dr. Hastings is a private practice orthodontist in Mobile, Alabama with over 37 years of health care experience.	2021	Governance & Nominating

	Tim L. Hingtgen Mr. Hingtgen is our Chief Executive Officer. He is responsible for strategic and operational priorities and provides oversight and direction to senior corporate and regional operations leaders who directly support our health systems. He is a highly accomplished hospital operator with a track record of successfully optimizing hospital operations and developing regional healthcare networks. Prior to joining CHS in 2008, Mr. Hingtgen served as a chief executive officer and chief operating officer of hospitals affiliated with other for-profit hospital systems.	2017


What We Do		What We Don’t Do
Pay for Performance – A significant portion of the compensation for our NEOs is in the form of at-risk variable compensation.		Excessive Perquisites – Perquisites represent a limited portion of our NEOs’ compensation.

Multiple Performance Metrics – Cash incentive compensation and our performance-based restricted stock awards are based on multiple measures to support the Company’s long-term strategy in a balanced manner.		Employment Agreements – We do not have employment agreements with our NEOs, and all of our NEOs are employed on an at-will basis.

Long-Term Performance Focus – Half of the annual long-term equity awards for our NEOs are tied to three-year financial goals (for 2022 awards, Total Shareholder Return Percentile Rank (CEO, CFO and then-Executive Chairman only); Consolidated Adjusted EBITDA Growth; and Same-Store Net Revenue Growth).		Guaranteed Annual Salary Increases or Bonuses – For our NEOs, annual salary increases are based on market competitiveness and other considerations, while annual cash incentives are tied to corporate and individual performance.

Equity Ownership Guidelines – All NEOs are subject to our equity ownership guidelines.		Excise Tax Gross-ups are not offered for any executive officers covered under the Company’s Change-in-Control Severance Agreements.

“Clawback” Provisions – Our policy provides for the adjustment or recovery of compensation in certain circumstances.		“Single-trigger” change-in-control cash severance payments – Company’s Plan documents prohibit “single-trigger” change-in-control cash severance payments.

Award Caps – All of our annual cash incentive compensation plans and our performance-based restricted stock awards have caps on plan formulas.		Pledging or Hedging – Company policy prohibits directors, executives, and certain other employees from pledging or hedging their stock in the Company.

Risk Assessment – The Compensation Committee regularly assesses the risk levels of the Company’s executive compensation program.		Repricing of underwater stock options – Company’s Plan documents prohibit any repricing.

Use a representative and relevant peer group.

Use an independent compensation consultant.


ELEMENT	PURPOSE	KEY CHARACTERISTICS

BASE SALARY	Reflects responsibility, leadership, tenure, qualifications and contribution to the Company and the competitive marketplace for our industry.	Fixed compensation that is reviewed annually and adjusted if and when appropriate.

EMPLOYEE PERFORMANCE INCENTIVE PLAN	Motivates executives to achieve our short-term business objectives that drive long-term benefit.	“At Risk” annual cash awards based on performance compared to multiple pre-established short-term financial goals and non-financial strategic and operational performance improvement goals.

LONG-TERM INCENTIVE AWARDS	Motivates executives to achieve our business objectives by tying incentives to the performance of our Common Stock over the long term; links the interest of our executives and stockholders; serves as a retention tool	In 2022, our named executive officers were granted 50% of their target 2022 long-term incentive awards in the form of performance-based restricted stock with three-year performance targets. The other 50% of the target long-term incentive awards granted to each named executive officer was allocated evenly between non-qualified stock options and time-based restricted stock, both of which vest in one-third increments on each of the first three anniversaries of the grant date. The ultimate value realized for long-term incentive awards varies based on our performance against pre-determined incentive metrics and with our Common Stock price.

RETIREMENT AND DEFERRED COMPENSATION	Encourages retention and rewards continued service through our executives’ most productive years.	Supplemental benefit after retirement that is based on years of service and annual retirement benefit.

OTHER BENEFITS	Provides benefits that promote employee health and work-life balance, which assist in attracting and retaining our executives.	Other benefits consist of health and welfare plans and minimal perquisites.


VOTING ITEM	BOARD RECOMMENDATION	PAGE REFERENCE

PROPOSAL 1. ELECTION OF DIRECTORS We are asking stockholders to vote on each director nominee to our Board. The Board and the Governance and Nominating Committee believe that the director nominees have the qualifications, experience and skills necessary to represent our stockholders’ interests through service on the Board.	FOR each nominee	36

PROPOSAL 2. ADVISORY VOTE ON EXECUTIVE COMPENSATION The Company has designed its executive compensation program with a mix of compensation elements with the purpose of generating a compensation package that is competitive with an appropriate peer group, provides for the attainment of performance and growth objectives through annual target incentive cash compensation and long-term incentive awards of equity-based compensation, aligns the interests of executive management with stockholders, and retains and attracts valuable executive talent. We are submitting to our stockholders a nonbinding advisory vote to enable them to express their views with respect to the compensation of our named executive officers as described in this Proxy Statement. The Board values stockholders’ opinions and the Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.	FOR	37

PROPOSAL 3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION The Company is providing stockholders with an advisory vote on whether the advisory vote on executive compensation should be held every one, two or three years. The Board believes that a frequency of “every one year” for the advisory vote on executive compensation continues to be the optimal interval for holding a “say on pay” vote.	FOR every one year	38

PROPOSAL 4. APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE COMMUNITY HEALTH SYSTEMS, INC. 2009 STOCK OPTION AND AWARD PLAN, WHICH WAS APPROVED BY THE BOARD OF DIRECTORS ON MARCH 22, 2023, SUBJECT TO STOCKHOLDER APPROVAL. The Board of Directors proposes that the stockholders approve the amendment and restatement of the Community Health Systems, Inc. 2009 Stock Option and Award Plan, as previously amended and restated, which was approved by the Board on March 22, 2023, subject to stockholder approval at this Annual Meeting. The amendment and restatement of this plan would increase the number of shares available for future grants by 7,500,000 shares.	FOR	81

PROPOSAL 5. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit and Compliance Committee has appointed Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The Audit and Compliance Committee believes that the continued retention of Deloitte & Touche LLP to serve as the independent auditor is in the best interests of the Company and its stockholders. Stockholders are being asked to ratify the Audit and Compliance Committee’s selection of Deloitte & Touche LLP.	FOR	97


Proposal 1 —		FOR the election of each of the following twelve (12) nominees for director: Susan W. Brooks; John A. Clerico; Michael Dinkins; James S. Ely III; John A. Fry; Joseph A. Hastings, D.M.D.; Tim L. Hingtgen; Elizabeth T. Hirsch; William Norris Jennings, M.D.; K. Ranga Krishnan, MBBS; Wayne T. Smith; and H. James Williams, Ph.D. to one-year terms expiring at the 2024 Annual Meeting of Stockholders.

Proposal 2 —		FOR the approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement.

Proposal 3 —		FOR the option of every “one year”, on an advisory basis, as to the frequency with which stockholders are provided future advisory votes on the compensation of our named executive officers.

Proposal 4 —		FOR the approval of the amendment and restatement of the 2009 Plan, which was approved by the Board on March 22, 2023, subject to stockholder approval.

Proposal 5 —		FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm (independent auditors) for the fiscal year ending December 31, 2023.


Proposal		Vote Required	Broker Discretionary Voting Allowed
Proposal 1 —	Election of twelve (12) directors	Votes cast for the election of that nominee must exceed votes cast against the election of that nominee	No

Proposal 2 —	Advisory vote on executive compensation	Majority of the shares entitled to vote and present in person or represented by proxy	No

Proposal 3 —	Advisory vote on frequency of future advisory votes on executive compensation	The Company will consider stockholders to have expressed a non-binding preference for the option (every one year, every two years, or every three years) that receives the highest number of affirmative votes of shares entitled to vote and present in person or represented by proxy	No

Proposal 4 —	Approval of the amendment and restatement of the 2009 Plan, which was approved by the Board on March 22, 2023, subject to stockholder approval at this Meeting	Majority of the shares entitled to vote and present in person or represented by proxy	No

Proposal 5 —	Ratification of auditors for 2023	Majority of the shares entitled to vote and present in person or represented by proxy	Yes


Audit and Compliance Committee	Compensation Committee	Governance and Nominating Committee

Michael Dinkins, Chair	James S. Ely III, Chair	John A. Fry, Chair
James S. Ely III	John A. Clerico	Susan W. Brooks
Elizabeth T. Hirsch	John A. Fry	Joseph A. Hastings, D.M.D.
H. James Williams, Ph.D.	Elizabeth T. Hirsch	William Norris Jennings, M.D.
		K. Ranga Krishnan, MBBS


Name	Fees Earned or Paid in Cash ($) (1)		Restricted Stock Unit Awards ($) (2)		Total Compensation ($)
Susan W. Brooks		83,571		88,410		171,981
John A. Clerico		165,000		180,000		345,000
Michael Dinkins		150,000		180,000		330,000
James S. Ely III		145,000		180,000		325,000
John A. Fry		142,250		180,000		322,250
Joseph A. Hastings, D.M.D.		130,000		180,000		310,000
Elizabeth T. Hirsch		130,000		180,000		310,000
William Norris Jennings, M.D.		130,000		180,000		310,000
K. Ranga Krishnan, MBBS		130,000		180,000		310,000
H. James Williams, Ph.D.		130,000		180,000		310,000


Name	Age	Position
Susan W. Brooks	62	Director
John A. Clerico	81	Director
Michael Dinkins	69	Director
James S. Ely III	65	Director
John A. Fry	62	Director
Joseph A. Hastings, D.M.D.	68	Director
Tim L. Hingtgen	55	Chief Executive Officer and Director
Elizabeth T. Hirsch	69	Director
William Norris Jennings, M.D.	79	Director
K. Ranga Krishnan, MBBS	66	Director
Wayne T. Smith	77	Chairman of the Board of Directors
H. James Williams, Ph.D.	68	Director


Named Executive Officer		Position
Tim L. Hingtgen		Chief Executive Officer
Kevin J. Hammons		President & Chief Financial Officer
Wayne T. Smith ⁽¹⁾		Executive Chairman of the Board of Directors
Lynn T. Simon, M.D.		President of Clinical Operations & Chief Medical Officer
Mark B. Medley		Regional President


• Aflac Incorporated		• Molina Healthcare, Inc.
• Brookdale Senior Living, Inc.		• Owens & Minor, Inc.
• DaVita Inc.		• Quest Diagnostics Incorporated
• Encompass Health Corporation		• Select Medical Holdings Corporation
• HCA Healthcare, Inc.		• Tenet Healthcare Corporation
• Henry Schein, Inc.		• Universal Health Services, Inc.
• Humana Inc.		• Unum Group


Annual Base Salary
Named Executive Officer	2022		2021
CEO (Hingtgen)	$	1,250,000	$	1,200,000
President/CFO (Hammons)	$	750,000	$	700,000
Executive Chairman (Smith)⁽¹⁾	$	1,000,000	$	1,000,000
President of Clinical Operations/CMO (Simon)	$	643,775	$	625,000
Regional President (Medley)	$	625,000		-	⁽²⁾


2022 Consolidated Adjusted EBITDA* ($ millions)			2022 Net Revenues ($ millions)
2022 Consolidated Adjusted EBITDA	% of Target Attained	% of Target Bonus Earned	2022 Net Revenues	% of Target Attained	% of Target Bonus Earned
$1,900	100%	100%	$12,850	100%	100%
$1,805	95%	75%	$12,208	95%	75%
$1,710	90%	50%	$11,565	90%	50%
<$1,710	<90%	0%	<$11,565	<90%	0%
Overachievement Opportunity: 1% of base salary for each 0.5% over the target up to the plan maximum. Regional Presidents are also subject to region-specific goals for Adjusted EBITDA.			Overachievement Opportunity: 1% of base salary for each 1% over the target up to an additional 10% for the then-EC, CEO and CFO and 5% for CMO, limited to the plan maximum. Regional Presidents are subject to a region- specific net revenues goal.

2022 Consolidated Adjusted EBITDA Margin Improvement*			2022 Adjusted EPS⁺
2022 Consolidated Adjusted EBITDA Margin Improvement	% of Target Attained	% of Target Bonus Earned	2022 Adjusted EPS	% of Target Bonus Earned
0.30%	100%	100%	$1.26	100%
0.15%	50%	75%	$1.16	75%
0.00%	0%	50%	$1.06	50%
<0.00%	<0%	0%	<$1.06	0%

Overachievement Opportunity: 1% of base salary for each 0.1% over the target up to an additional 20% for the then-EC and CEO and 10% for the CFO and CMO, limited to the plan maximum. Regional Presidents are subject to a region-specific margin improvement goal.			Overachievement Opportunity: 0.5% of base salary for each $0.02 over the target up to an additional 10%, limited to the plan maximum. EPS is a component for the then-EC, CEO and CFO.


	Consolidated Adjusted EBITDA		Consolidated Adjusted EBITDA Margin Improve- ment		Consolidated Net Revenues		Adjusted EPS		Target		Performance Improvement		Over- achievement		Max
CEO (Hingtgen)
Opportunity		160%		30%		25%		10%		225%		40%		35%		300%
Attainment		0%		0%		18.8%		0%		18.8%		40%		0%		58.8%
President/CFO (Hammons)
Opportunity		80%		20%		15%		10%		125%		25%		25%		175%
Attainment		0%		0%		11.3%		0%		11.3%		25%		0%		36.3%
Executive Chairman (Smith)
Opportunity		160%		30%		25%		10%		225%		40%		35%		300%
Attainment		0%		0%		18.8%		0%		18.8%		40%		0%		58.8%


	Consolidated Adjusted EBITDA		Region Adjusted EBITDA		Region Same-Store Adjusted EBITDA Margin Improve- ment		Region Net Revenues		(1)		(2)		Target		Over- achievement		Max
Regional President (Medley)
Opportunity		10%		40%		20%		10%		10%		10%		100%		25%		125%
Attainment		0%		0%		0%		0%		0%		0%		0%		0%		0%



Named Executive Officer	Non-Qualified Stock Options		Time Vesting Restricted Stock		Performance-Based Restricted Stock

CEO (Hingtgen)		100,000		100,000		200,000

President/CFO (Hammons)		75,000		75,000		150,000

Executive Chairman (Smith)		90,000		90,000		180,000

President of Clinical Operations/CMO (Simon)		40,000		40,000		80,000

Regional President (Medley)		25,000		25,000		50,000


	Time-based Restricted Stock	Performance-based Restricted Stock	Non-Qualified Stock Options
Weighting	25%	50%	25%
Objectives	• Drive behaviors to create value for stockholders by linking executive compensation to stock price performance • Encourage retention • Result in actual share ownership (thereby supporting the Company’s equity ownership guidelines)	• Align executives’ interests with the interests of stockholders • Reinforce the critical objective of building stockholder value over the long term • Focus management attention upon the execution of our long-term business strategy	• Provide a direct link between executive officer compensation and the potential future increases in stock value delivered to stockholders • Inherently performance-based, as option holders only realize benefits if the value of our stock increases following the grant date
Performance Conditions	N/A	For the CEO, CFO and then-Executive Chairman only: • 40%: Cumulative Consolidated Adjusted EBITDA Growth (as defined below) • 40%: Cumulative Same-Store Net Revenue Growth (as defined below) • 20% TSR Percentile Rank For all other named executive officers: • 50%: Cumulative Consolidated Adjusted EBITDA Growth (as defined below) • 50%: Cumulative Same-Store Net Revenue Growth (as defined below)	N/A
Vesting	Vest in three equal installments on the first, second, and third anniversaries of the grant date	Three-year performance period (January 1, 2022 through December 31, 2024). Cliff vest on third anniversary of grant date following certification of results.	Vest in three equal installments on the first, second, and third anniversaries of the grant date. Expire 10 years after the date of grant
Payout	Participant acquires unrestricted shares of Common Stock upon vesting	Payment made in unrestricted shares of Common Stock based on actual performance	Upon exercise, participant may acquire Common Stock at the exercise price of $10.18 per share to the extent the share price has increased since the date of grant


Cumulative Consolidated Adjusted EBITDA Growth and Cumulative Same-Store Net Revenue Growth		TSR Percentile Rank (CEO, CFO and then-Executive Chairman only)
% of Target Achieved	% of Granted Shares Earned	Percentile Rank	% of Granted Shares Earned
120%	200%	75^th Percentile	200%
100%	100%	50^th Percentile	100%
80%	25%	25^th Percentile	25%
< 80%	0%	< 25^th Percentile	0%


	Cumulative Consolidated Adjusted EBITDA Growth 1/1/2020 - 12/31/2022 # of Shares			Cumulative Same-Store Net Revenue Growth 1/1/2020 - 12/31/2022 # of Shares				TSR Percentile Rank 1/1/2020 - 12/31/2022 # of Shares

Named Executive Officer	Granted		Vested	Granted		Vested		Granted		Vested
CEO (Hingtgen)⁽¹⁾		75,000	0		75,000		150,000		N/A		N/A
President/CFO (Hammons)		38,000	0		38,000		76,000		19,000		19,000
Executive Chairman (Smith)⁽²⁾		90,000	0		90,000		180,000		45,000		45,000
President of Clinical Operations/CMO (Simon)		26,250	0		26,250		52,500		N/A		N/A
Regional President (Medley)		7,500	0		7,500		15,000		N/A		N/A
(1) Mr. Hingtgen was serving as the Company’s President and Chief Operating Officer on the grant date for the 2020-2022 performance-based restricted stock awards. (2) Mr. Smith was serving as the Company’s Chairman and Chief Executive Officer on the grant date for the 2020-2022 performance-based restricted stock awards.


Position with the Company		Value of Equity Required
Chief Executive Officer		5.0x
Members of the Board of Directors (including executives)		5.0x
Officers Named in the Proxy Statement and Executive Vice Presidents		3.0x
Other Officers above Vice President		1.5x
Vice Presidents		1.0x



Name and Position*	Year		Salary ($) (1)		Bonus ($) (1)						Non-equity Incentive Plan Compensation ($) (1)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4)		All Other Compensation ($) (5)		Total Compensation ($)
Name and Position*	Year		Salary ($) (1)		Bonus ($) (1)		Stock Awards ($) (2)		Option Awards ($) (3)		Non-equity Incentive Plan Compensation ($) (1)				All Other Compensation ($) (5)		Total Compensation ($)


Tim L. Hingtgen		2022		1,250,000		-		3,054,000		725,000		734,375		499,859		39,308		6,302,542
Chief Executive Officer and		2021		1,200,000		-		2,643,000		622,000		3,504,000		1,520,328		37,297		9,526,625
Director		2020		925,000		-		1,109,250		871,750		1,890,000		1,500,394		10,056		6,306,450

Wayne T. Smith		2022		1,000,000		-		2,748,600		514,800		587,500		1,181,700		170,874		6,203,474
Executive Chairman of the		2021		1,000,000		-		2,378,700		444,600		2,920,000		1,155,367		129,907		8,028,574
Board of Directors		2020		1,300,000		-		1,663,875		265,500		4,612,000		1,129,620		95,424		9,066,419

Kevin J. Hammons		2022		750,000		-		2,290,500		543,750		271,875		317,355		17,606		4,191,086
President and Chief Financial Officer		2021		700,000		450,000		1,982,250		466,500		1,225,000		1,062,076		16,571		5,902,397
President and Chief Financial Officer		2020		531,875		-		702,525		150,575		993,600		730,129		14,600		3,123,304

Lynn T. Simon, M.D.		2022		643,775		-		1,221,600		290,000		209,227		264,170		22,616		2,651,388
President of Clinical Operations		2021		625,000		720,000		1,057,200		248,800		893,750		889,485		21,595		4,455,830
and Chief Medical Officer		2020		539,754		-		388,238		83,213		822,760		902,021		21,547		2,757,533

Mark B. Medley (6)		2022		625,000		82,500		763,500		181,250		62,500		-		17,006		1,731,756
Regional President


Name	Long-Term Disability Premiums ($)		401(k) Plan Employer Matching Contributions ($)		Life Insurance Premiums ($)		Personal Use of Corporate Aircraft ($)		Membership/ Dues ($)
Tim L. Hingtgen		2,154		3,500		10,062		23,592		-
Wayne T. Smith		3,672		3,500		55,571		102,975		5,156
Kevin J. Hammons		4,044		3,500		10,062		-		-
Lynn T. Simon, M.D.		3,672		3,500		15,444		-		-
Mark B. Medley		4,036		2,908		10,062		-		-


Name	Grant Date			Estimated Future Payouts Under Non-Equity Incentive Plan Awards					Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards Per Share ($)	Grant Date Fair Value of Stock and Option Awards ($)(4)
Name	Grant Date			Threshold ($)	Target ($)		Maximum ($)		Threshold (#)	Target (#)(1)	Maximum (#)			Exercise or Base Price of Option Awards Per Share ($)	Grant Date Fair Value of Stock and Option Awards ($)(4)
Tim L. Hingtgen				-		2,812,500		3,750,000	-	-	-	-	-	-		-
		3/1/2022	⁽¹⁾			-		-		200,000	400,000	-	-	-		2,036,000
		3/1/2022	⁽²⁾			-		-		-	-	100,000	-	-		1,018,000
		3/1/2022	⁽³⁾			-		-		-	-	-	100,000	10.18		725,000
Wayne T. Smith		-		-		2,250,000		3,000,000	-	-	-	-	-	-		-
		3/1/2022	⁽¹⁾			-		-		180,000	360,000	-	-	-		1,832,400
		3/1/2022	⁽²⁾			-		-		-	-	90,000	-	-		916,200
		3/1/2022	⁽³⁾			-		-		-	-	-	90,000	10.18		514,800
Kevin J. Hammons				-		937,500		1,312,500	-	-	-	-	-	-		-
		3/1/2022	⁽¹⁾			-		-		150,000	300,000	-	-	-		1,527,000
		3/1/2022	⁽²⁾			-		-		-	-	75,000	-	-		763,500
		3/1/2022	⁽³⁾			-		-		-	-	-	75,000	10.18		543,750
Lynn T. Simon, M.D.				-		740,341		965,663	-	-	-	-	-	-		-
		3/1/2022	⁽¹⁾			-		-		80,000	160,000	-	-	-		814,400
		3/1/2022	⁽²⁾			-		-		-	-	40,000	-	-		407,200
		3/1/2022	⁽³⁾			-		-		-	-	-	40,000	10.18		290,000
Mark B. Medley				-		500,000		781,250	-	-	-	-	-	-		-
		3/1/2022	⁽¹⁾			-		-		50,000	100,000	-	-	-		509,000
		3/1/2022	⁽²⁾			-		-		-	-	25,000	-	-		254,500
		3/1/2022	⁽³⁾			-		-		-	-	-	25,000	10.18		181,250


	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#) (1)		Number of Securities Underlying Unexercised Options Unexercisable (#) (2)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#) (3)		Market Value of Shares or Units of Stock That Have Not Vested ($) (4)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (5)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4)
Tim L. Hingtgen		56,250	-	-	$	4.9900		2/28/2029
		183,333	91,667	-	$	4.9300		2/28/2030
		33,333	66,667	-	$	8.8100		2/28/2031
		-	100,000	-	$	10.1800		2/28/2032		191,667		828,001		550,000		2,376,000
Wayne T. Smith		78,750	-	-	$	4.9900		2/28/2029
		75,000	37,500	-	$	4.9300		2/28/2030
		30,000	60,000	-	$	8.8100		2/28/2031
		-	90,000	-	$	10.1800		2/28/2032		187,500		810,000		585,000		2,527,200
Kevin J. Hammons		18,000	-	-	$	4.9900		2/28/2029
		31,666	15,834	-	$	4.9300		2/28/2030
		25,000	50,000	-	$	8.8100		2/28/2031
		-	75,000	-	$	10.1800		2/28/2032		140,834		608,403		395,000		1,706,400
Lynn T. Simon, M.D.		26,250	-	-	$	4.9900		2/28/2029
		17,500	8,750	-	$	4.9300		2/28/2030
		13,333	26,667	-	$	8.8100		2/28/2031
		-	40,000	-	$	10.1800		2/28/2032		75,417		325,801		212,500		918,000
Mark B. Medley		12,000	-	-	$	2.6600		5/31/2029
		10,000	5,000	-	$	4.9300		2/28/2030
		5,000	10,000	-	$	8.8100		2/28/2031
		-	25,000		$	10.1800		2/28/2032		40,000		172,800		80,000		345,600


Name	Date Granted		Time-Based Restricted Shares

Tim L. Hingtgen		3/1/2020		25,000
		3/1/2021		66,667
		3/1/2022		100,000
Wayne T. Smith		3/1/2020		37,500
		3/1/2021		60,000
		3/1/2022		90,000
Kevin J. Hammons		3/1/2020		15,834
		3/1/2021		50,000
		3/1/2022		75,000
Lynn T. Simon, M.D.		3/1/2020		8,750
		3/1/2021		26,667
		3/1/2022		40,000
Mark B. Medley		3/1/2020		5,000
		3/1/2021		10,000
		3/1/2022		25,000


Name	Plan Name	Number of Years of Credited Service (#) (1)		Present Value of Accumulated Benefit ($)		Payments During Last Fiscal Year ($)
Tim L. Hingtgen	SERP		8.92		5,046,259		-
Wayne T. Smith	SERP		30.00		53,028,271		-
Kevin J. Hammons	SERP		10.83		2,951,163		-
Lynn T. Simon, M.D.	SERP		12.00		3,973,862		-
Mark B. Medley	SERP		1.58		-		-


Name	Executive Contributions in Last FY ($) (1)		Aggregate Earnings in Last FY ($)			Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($) (2)
Tim L. Hingtgen		112,500		(49,599	)		-		384,683
Wayne T. Smith		-		(1,752,937	)		-		9,897,474
Kevin J. Hammons		75,000		(110,047	)		-		754,073
Lynn T. Simon, M.D.⁽³⁾		-		-			-		-
Mark B. Medley⁽³⁾		-		-			-		-


Named Executive Officer	Cash Severance ($)		Equity Incentive Plan Awards				Retirement Benefit - SERP ($)		Health and Welfare Benefits ($)		Outplacement Counseling and Related Benefits ($)		Excise Tax Gross Up ($)		Total ($)
Named Executive Officer	Cash Severance ($)		Acceleration of Options ($)		Acceleration of Restricted Stock ($)		Retirement Benefit - SERP ($)		Health and Welfare Benefits ($)		Outplacement Counseling and Related Benefits ($)		Excise Tax Gross Up ($)		Total ($)
Tim L. Hingtgen
Voluntary termination		-		-		-		9,224,521		-		-		-		9,224,521
Involuntary termination		3,234,375		-		3,204,001		9,224,521		44,768		-		-		15,707,665
Change in control of the company (1)		14,262,000		-		3,204,001		15,625,892		67,152		25,000		-		33,184,045

Wayne T. Smith
Voluntary termination		-		-		-		53,629,183		-		-		-		53,629,183
Involuntary termination		2,587,500		-		3,337,200		53,629,183		25,176		-		-		59,579,059
Change in control of the company (1)		16,836,000		-		3,337,200		53,629,183		37,763		25,000		-		73,865,146

Kevin J. Hammons
Voluntary termination		-		-		-		4,857,854		-		-		-		4,857,854
Involuntary termination		1,771,875		-		2,314,803		4,857,854		25,176		-		-		8,969,708
Change in control of the company (1)		5,925,141		-		2,314,803		7,584,467		37,763		25,000		-		15,887,174

Lynn T. Simon, M.D.
Voluntary termination		-		-		-		4,526,032		-		-		-		4,526,032
Involuntary termination		1,496,777		-		1,243,801		4,526,032		25,176		-		-		7,291,786
Change in control of the company (1)		4,612,677		-		1,243,801		6,036,267		37,763		25,000		-		11,955,508

Mark B. Medley
Voluntary termination		-		-		-		-		-		-		-		-
Involuntary termination		1,312,500		-		518,400		-		14,306		-		-		1,845,206
Change in control of the company (1)		3,606,516		-		518,400		-		21,459		25,000		-		4,171,375


										Value of Initial Fixed $100 Investment Based On:

Year (a)	Summary Compensation Table Total for PEO ($) (b)		Compensation Actually Paid to PEO ($) (c)		Average Summary Compensation Table Total for Non-PEO NEO’s ($) (d)		Average Compensation Actually Paid to Non-PEO NEO’s ($) (e)			Total Shareholder Return ($) (f)		Peer Group Total Shareholder Return ($) (g)		Net Income (h) ($ in millions)		Adjusted EBITDA (i) ($ in millions)
2022		6,302,542		159,239		3,694,426		(236,524	)		149		131		46		1,466
2021		9,526,625		15,121,986		5,415,424		7,635,715			459		139		230		1,969
2020		9,066,419		10,617,549		3,717,051		4,332,808			256		114		511		1,809


Column (b)		Reflects compensation amounts reported in the “Summary Compensation Table” (“SCT”) for Tim Hingtgen, our CEO for 2022 and 2021, and Wayne Smith, our CEO in 2020.
Column (c)		“Compensation actually paid” (“CAP”) to our CEO in each of 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.


Column (d)		Reflects the average compensation amounts reported in the “SCT” for our Non-PEO NEOs.