Thomas Jones
About Thomas Jones
Independent director since 2013 (age 75). Former CEO of West Virginia United Health System (2003–2014), later Consultant to its CEO (2014–2015). Appointed to the West Virginia University Board of Governors in 2014 and served as its Chair until July 2022; recognized via induction into the West Virginia Business Hall of Fame and other statewide leadership honors. Owns 4,411 CHCO shares; classified as independent by Nasdaq standards; share ownership is less than 1% of outstanding shares and no shares are pledged as collateral .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| West Virginia United Health System | Chief Executive Officer | 2003–Jan 2014 | Led expansion to become WV’s largest health system (10,000+ employees) |
| West Virginia United Health System | Consultant to CEO | 2014–2015 | Post-retirement advisory role |
| West Virginia University | Board of Governors, Chair | 2014–Jul 2022 | Institutional governance leader |
External Roles
| Organization | Role | Status |
|---|---|---|
| American Hospital Association | Director | Prior service (not stated as current) |
| West Virginia Higher Education Policy Commission | Director | Prior service |
| Arch Coal | Director | Prior service; public company |
| Premier Inc. | Director | Prior service; public company |
| West Virginia Chamber of Commerce | Chair, Board of Directors | Prior service |
Board Governance
- Committees: Compensation Committee member; Governance & Nominating Committee member; not a chair; not on Audit, Executive, or Trust Committees .
- Independence: Board deems Jones independent under Nasdaq rules; all members of Governance, Audit, and Compensation Committees meet independence criteria .
- Attendance: Board met 10 times in 2024; Jones met the policy threshold (≥75% of Board and committee meetings for all directors except Mr. Hylton); independent directors held nine executive sessions led by the independent Chairman .
- Annual meeting engagement: All directors attended the April 24, 2024 annual meeting; 2025 meeting votes and outcomes recorded (directors elected; say‑on‑pay approved) .
- Committee meeting cadence in 2024: Governance (4), Compensation (2) .
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $50,000 | Per 2024 Director Compensation table |
| Stock Awards | $31,946 | Per 2024 Director Compensation table |
| Total | $81,946 | Per 2024 Director Compensation table |
| Director Fee Structure (Non‑Employee Directors, 2024) | Amount |
|---|---|
| Annual Cash Retainer | $33,500 |
| Annual Equity Retainer | $32,000 (paid as stock) |
| Board Meeting Fee (per meeting) | $1,200 |
| Committee Meeting Fee (per meeting) | $750 |
| Educational Per Diem | $1,200 |
| Chair Fees (if applicable) | Audit $10,000; Comp $5,000; Governance $5,000 |
| 2024 Equity Grant Details | $32,000 of common stock; 321 shares at $99.52 on Feb 28, 2024 (pro‑rated for months of service) |
CHCO notes it does not currently grant new options to directors; director stock awards are delivered as common stock, not performance‑linked units .
Performance Compensation
| Metric Linkage | Disclosure |
|---|---|
| Director pay tied to financial/ESG metrics | None disclosed; director equity is an annual retainer in stock, not PSUs/RSUs with performance hurdles |
Other Directorships & Interlocks
- Compensation Committee Interlocks: None; no insider participation requiring disclosure among 2024 Compensation Committee members (which included Jones) .
- Related directorships at competitors/suppliers/customers: Not disclosed; prior service at Arch Coal and Premier Inc. noted but no interlock concerns identified for CHCO .
Expertise & Qualifications
- Large‑scale operations leadership as CEO of WV’s largest health system; statewide economic and institutional governance experience (WVU Board Chair; WV Chamber of Commerce leadership) .
- Market knowledge of Morgantown and central WV; nominated for business acumen overseeing complex organizations .
- Recognition: WV Business Hall of Fame; multiple statewide leadership accolades .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Shares Pledged |
|---|---|---|---|
| J. Thomas Jones | 4,411 | <1% of class (aggregate percentage shown as “*”) | None indicated |
- Outstanding shares at record date: 14,715,305 (excluding treasury) .
- Director stock ownership guidelines (revised Feb 2025): Minimum 2,500 shares within six years; new directors 500 shares within one year; Board states all directors are in compliance—Jones’ 4,411 shares exceed guideline .
- Pledging/hedging: Prohibited for directors and executive officers .
Governance Assessment
- Board effectiveness: Independent director with meaningful committee responsibilities (Compensation; Governance & Nominating), strong attendance, and participation in a Board with robust risk oversight and independent executive sessions—a positive signal for investors .
- Alignment: Direct ownership of 4,411 shares, compliance with elevated director ownership guidelines, no pledging; annual equity retainer in stock enhances alignment .
- Conflicts: No related‑party transactions disclosed for Jones; Compensation Committee interlock review shows no relationships requiring disclosure; lending/related‑party transactions are governed by formal approval policies with abstentions on conflicted items .
- Shareholder sentiment: Strong say‑on‑pay support (95.7% in 2024; approved again in 2025), suggesting confidence in compensation governance; auditor ratification strongly supported .
- Red flags: None observed—no Section 16(a) delinquencies; no pledging; no disclosed RPTs involving Jones; director equity is not performance‑repriced options .