Elizabeth T. Hirsch
COMMUNITY HEALTH SYSTEMSAbout Elizabeth T. Hirsch
Independent director since 2018; age 71. Former vice president and controller of Praxair (2010–2016) and former VP/director of investor relations (2002–2010); prior corporate banking at Manufacturers Hanover. MBA in finance from New York University; designated an Audit Committee Financial Expert by CYH’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Praxair | Vice President & Controller (global consolidation, SEC reporting) | 2010–2016 | Led financial reporting and internal controls |
| Praxair | Director/VP Investor Relations | 2002–2010 | Recognized “Best IR Professional – Chemicals” (2011 survey reference) |
| Praxair | Director Corporate Finance; Assistant Treasurer | 1995–2002 | Capital markets and financing |
| Manufacturers Hanover Trust | Corporate banking | ~15 years prior to 1995 | Credit/finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Devereux Advanced Behavioral Health | Vice Chair, Board of Trustees | Current | Exec committee; Finance (chair); Audit & Compliance; Clinical committees |
| Helena Devereux Foundation | Trustee | Current | Governance for related non-profit |
| Women’s Business Development Council of Connecticut | Board Chair | Current | Small business education/assistance |
Board Governance
- Independence: Determined independent under NYSE/SEC and CYH Guidelines; all standing committees are fully independent .
- Committees: Audit & Compliance (member) and Compensation (member); not a chair .
- Audit expertise: One of four Audit & Compliance Committee members designated “audit committee financial experts” .
- Attendance/engagement: Board held 5 regular and 1 special meeting; Audit & Compliance met 8 times; Compensation met 4 times; each director attended at least 75% of Board/committee meetings; overall Board/committee attendance ~99% in 2024; all directors attended the 2024 annual meeting .
- Executive sessions: Non‑management directors met in executive session ten times in 2024; independent directors meet at least annually .
Fixed Compensation
| Component | 2024 Amount/Detail | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Paid quarterly; no meeting fees |
| Committee chair/Lead Director stipends | $0 | Hirsch is not a chair/lead director (stipend levels: Audit $20k, Comp $15k, Governance $12,250; Lead Director $35k) |
| Equity grant (RSUs) | 62,718 units; grant date 3/1/2024 | Time‑based RSUs vest 1/3 annually over 3 years |
| Equity grant fair value | $180,000 | Based on $2.87 share price at grant |
| Deferral elections | Prior deferrals on some RSUs | Directors may elect to defer RSU share delivery; Hirsch has prior deferrals noted |
Peer alignment and YoY: 2024 non‑management director package ($310k total) unchanged vs. 2023; generally consistent with peer median per Mercer review .
Performance Compensation
- Not applicable: CYH does not use performance metrics (e.g., PSUs/TSR targets) for non‑management director pay; grants are time‑based RSUs and cash retainers .
Other Directorships & Interlocks
| Company | Public? | Role | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company board roles disclosed for Hirsch |
| Compensation Committee Interlocks | — | — | 2024 Comp Committee members (Clerico, Ely, Fry, Hirsch) had no officer roles at CYH; no relationships requiring disclosure |
Expertise & Qualifications
- Financial reporting, SEC compliance, internal controls, debt financing; investor relations perspective valuable for institutional investor engagement .
- Audit Committee Financial Expert designation enhances oversight of reporting, compliance, and cybersecurity risk addressed by Audit & Compliance .
- Healthcare sector literacy via behavioral health governance roles .
Equity Ownership
| Metric | Value | As of | Notes |
|---|---|---|---|
| Beneficially owned shares | 111,464 | 3/3/2025 | Less than 1% of outstanding shares |
| Ownership % | <1% | 3/3/2025 | Asterisk indicates <1% |
| RSUs outstanding (unvested/deferrals included) | 145,852 | 3/3/2025 | Excluded from “beneficially owned” per table footnote |
| Options | 0 | 3/3/2025 | No options reported |
| Pledging/hedging | Prohibited by policy | Policy level | Company policy prohibits pledging/hedging; no pledging disclosed for Hirsch |
Governance Assessment
- Strengths: Independent director with deep finance/accounting credentials; Audit Committee Financial Expert; dual committee service; strong Board/committee attendance; stable, peer‑aligned director pay structure; policy prohibitions on pledging/hedging; robust clawback provisions and equity ownership guidelines support alignment .
- Conflicts/related party: None disclosed involving Hirsch; only related‑party item was a consulting agreement with a retiring executive, approved by Audit & Compliance per policy .
- Investor confidence signals: Say‑on‑pay passed with ~97% support in 2024, indicating broad shareholder alignment on compensation governance (context for overall board credibility) .
Red flags: None identified specific to Hirsch (no related‑party transactions, no low attendance, no pledging/hedging). Monitoring point: Individual compliance status versus director ownership guidelines is not disclosed at the director level .