Chad A. Campbell
COMMUNITY HEALTH SYSTEMSAbout Chad A. Campbell
Regional President – Region Operations at Community Health Systems (CYH); age 55; master’s in healthcare administration (Trinity University). He rejoined CYH in 2018, was promoted to Regional President in 2019, and currently oversees CYH’s Alaska, Arizona, Tennessee, and Texas markets . Company 2024 performance: net operating revenues $12.634B (+1.2% YoY) and Adjusted EBITDA $1.540B (+6.0% YoY) amid improved volumes and margin initiatives; Campbell’s 2024 short-term incentive paid at the plan maximum (120% of salary), while CYH’s 2022–2024 performance share awards for non-CEO/CFO NEOs (including Campbell) vested at 21% of target as EBITDA growth was below threshold and same‑store net revenue growth achieved 84.5% of target; 3‑year TSR was below the 25th percentile (CEO/CFO metric) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Community Health Systems | Regional President – Region 2/Operations | 2019–present | Leads regional operations across AK, AZ, TN, TX; accountable for regional EBITDA, margin, revenue and experience/engagement outcomes tied to incentives . |
| Community Health Systems | Vice President, Division Operations | 2018–2019 | Returned to CYH to lead division operations in western U.S. markets . |
| Quorum Health (spun from CYH) | CEO, McKenzie‑Willamette Medical Center | 2016–2018 | Led hospital operations post‑spin until rejoining CYH; continuity across transition . |
| Community Health Systems | Hospital CEO roles (western U.S.) | 2007–2016 | Multi‑facility executive leadership prior to Quorum spin . |
External Roles
- Not disclosed in the 2025 proxy; no current outside directorships or board committee roles cited for Campbell .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $672,000 | Annual base for 2024 . |
| Target Annual Incentive (% of salary) | 115% | Regional President target opportunity mix by metric weights (see next section) . |
| Non‑Equity Incentive Paid | $806,431 | Equals 120% of base; max payout achieved (rounding) . |
| Perquisites/Other (2024) | $15,650 | 401(k) match $3,500; life insurance $10,062; long‑term disability $2,088 . |
| SERP – Present Value | $194,371 | Non‑qualified defined benefit; 3.58 yrs credited service as of 12/31/24 . |
Performance Compensation
2024 Annual Cash Incentive (EPIP)
| Metric | Weight (Target) | Target Framework | 2024 Attainment | Payout Detail |
|---|---|---|---|---|
| Consolidated Adjusted EBITDA | 15% | 0–200% scale vs $1.55B target | 14.5% of base | At/near target range; forms part of 102% “target” subtotal . |
| Region Adjusted EBITDA | 40% | Region‑specific target | 40% of base | Met at target . |
| Region Same‑Store Adjusted EBITDA Margin Improvement | 20% | Region‑specific improvement | 20% of base | Met at target . |
| Region Net Revenues | 20% | Region‑specific target | 20% of base | Met at target . |
| Patient Experience | 10% | Region program goals | 0% of base | Not achieved . |
| Employee Engagement | 10% | Region program goals | 7.5% of base | Partial achievement . |
| Strategic/Operational Performance Improvement | Up to 10% | Added emphasis on growth, expense control, quality, portfolio leverage | 10% of base | Full attainment . |
| Over‑achievement | Up to 25% | Over target formula (metric‑specific) | 8% of base | Earned over‑achievement . |
| Total Payout | Max 150% | — | 120% of base | Payments capped at 150%; Campbell hit 120% ($806,431) . |
CYH 2024 reported results used in plan context: Adjusted EBITDA $1.540B, Net Operating Revenues $12.634B, Adjusted EBITDA margin improvement 0.60%, and adjusted EPS $(1.03) (non‑GAAP) .
Long‑Term Incentives (granted March 1, 2024; grant‑date close $2.87)
| Award Type | Shares/Options | Vesting | Performance Metrics |
|---|---|---|---|
| Performance‑Based Restricted Stock | 50,000 | Cliff vest on 3/1/2027 subject to 2024–2026 performance | 50% Cumulative Consolidated Adjusted EBITDA Growth; 50% Cumulative Same‑Store Net Revenue Growth; 0–200% payout curve . |
| Time‑Based Restricted Stock | 25,000 | 1/3 annually on each 3/1 in 2025–2027 | Service‑based . |
| Non‑Qualified Stock Options | 25,000 | 1/3 annually on each 3/1 in 2025–2027; 10‑yr term | Exercise price $2.87; value only if stock appreciates . |
2022–2024 performance share outcome (granted March 2022): EBITDA Growth below threshold (0%); Same‑Store Net Revenue Growth 84.5% of target (42% payout); total PSU vesting for non‑CEO/CFO NEOs (including Campbell) at 21% of target; Campbell vested 10,500 of 50,000 PSUs (all from revenue growth component) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 366,815 shares; <1% of CYH outstanding . |
| Footnote Breakdown | Includes 80,000 options currently exercisable or within 60 days and 150,000 performance‑based restricted shares with voting power for which performance conditions were not met as of 3/3/2025 (fn 22). |
| Unvested Time‑Based RS (12/31/24) | 50,001 shares (market value $149,503 at $2.99) . |
| Unearned Performance RS (target, 12/31/24) | 150,000 shares (market value $448,500 at $2.99) . |
| Options Outstanding (exercisable) | 15,000 @ $4.93 (exp. 2/28/2030); 15,000 @ $8.81 (exp. 2/28/2031); 16,666 @ $10.18 (exp. 2/28/2032) . |
| Options Outstanding (unexercisable) | 8,334 @ $10.18 (exp. 2/28/2032); 16,667 @ $6.15 (exp. 2/28/2033); 25,000 @ $2.87 (exp. 2/28/2034) . |
| Ownership Guidelines | 3.0x base salary for officers named in the proxy; 5‑year attainment window; 100% net‑share‑holding until met . |
| Hedging/Pledging | Company policy prohibits hedging and pledging; no margin accounts; derivatives prohibited . |
Employment Terms
- Retention Award (Q1 2024): $500,000 cash (40% at 18 months; 60% at 36 months), continued employment required; 1‑year post‑termination non‑competition and non‑solicitation covenants .
- Severance (Company policy): 24 months base salary upon qualifying termination without cause; pro‑rated annual incentive based on actual results; COBRA at active‑rate for severance period .
- Change‑in‑Control (double trigger): 3x (salary + greater of highest last 3 FY bonus or current target) cash; 36 months health/welfare benefits; $25k outplacement; equity acceleration if not assumed (or if assumed and terminated without cause/for good reason within 2 years) .
- Potential Payment Illustration (as of 12/31/24):
- Involuntary termination: $2,150,431 cash; $598,003 RS acceleration; $41,890 benefits; total $2,790,324 .
- CIC + qualifying termination: $4,435,293 cash; $598,003 RS acceleration; $62,835 benefits; $25,000 outplacement; total $5,121,131 .
- Clawback: NYSE‑compliant policy mandates recovery of erroneously awarded incentive‑based pay after restatements; discretionary recovery for fraud/misconduct; applies to Section 16 officers .
Performance & Track Record
| Indicator | Evidence |
|---|---|
| 2024 Operating Levers | CYH expanded access points, divested non‑core assets to reduce debt, reduced contract labor, and progressed ERP and shared services roll‑out . |
| 2024 Incentive Result | Campbell achieved max plan payout (120% of base) driven by meeting region EBITDA, margin, and revenue goals plus strategic objectives; patient experience missed, partial engagement . |
| LTIs – Alignment | 2022–2024 PSUs paid at 21% for non‑CEO/CFO, reflecting under‑target multi‑year growth and sub‑quartile TSR for CEO/CFO PSU component; reinforces pay‑for‑performance . |
Compensation Structure Analysis
- Mix and Risk: 2024 LTI is 75% at‑risk (performance shares + options) and 25% time‑based; share‑denominated grants align realized value with stock price; options only have value on appreciation .
- Metric Rigor: Annual plan uses multiple levers (consolidated and region goals, experience/engagement, and strategic objectives) with capped payouts and over‑achievement schedules; non‑financial goals were refocused in 2024 to emphasize growth, expense control, safety/quality, and leverage reduction .
- Governance: High say‑on‑pay support (97% in 2024); independent consultant (Mercer); clawback; anti‑hedging/pledging; one‑year minimum vesting (limited exceptions) .
Investment Implications
- Retention and Continuity: A $500k two‑step retention award with 3‑year horizon and 1‑year restrictive covenants reduces near‑term flight risk for a key regional operator .
- Selling Pressure Windows: Time‑based RS tranches and the March 1, 2027 PSU cliff create potential vest‑related liquidity windows; options expiring through 2034 include in‑the‑money strikes ($2.87) that could prompt exercises if shares appreciate .
- Pay‑for‑Performance: Maxed 2024 cash incentive reflects operational outperformance in his region; the 21% vesting for 2022–2024 PSUs shows downside when multi‑year growth underperforms—supporting alignment and limiting windfalls in weaker periods .
- Alignment/Controls: 3x salary ownership guideline, anti‑hedging/pledging, double‑trigger CIC, and a robust clawback mitigate agency risk; no employment contract and no tax gross‑ups improve shareholder friendliness .
Note: All figures and policies are based on CYH’s 2025 Definitive Proxy Statement (DEF 14A) filed April 3, 2025. Citations throughout reference specific proxy sections.