Fawn D. Lopez
COMMUNITY HEALTH SYSTEMSAbout Fawn D. Lopez
Independent director of Community Health Systems, Inc. since 2024; age 65; member of the Governance & Nominating Committee. Former publisher of Modern Healthcare and vice president at Crain Communications, with deep healthcare industry knowledge and expertise in media, marketing, and stakeholder relationships. The Board has affirmatively determined she is independent under NYSE and SEC rules; non-management directors comprised a super-majority of the Board in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Modern Healthcare (Crain Communications) | Publisher; VP, Crain Communications | 2005–2022 | Transformed the publication into a successful digital media company; reached 67,000 print/digital subscribers and 600,000 monthly website visitors |
| Modern Healthcare | Associate Publisher | 2001–2005 | Senior commercial leadership in healthcare media |
| Crain’s Chicago Business | National Director of Advertising | 1999–2001 | Oversaw record-breaking growth |
| Kansas City Business Journal | Advertising Director | 1991–1999 | Led advertising operations |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| DePaul University – College of Communication | Dean’s Advisory Council member | Ongoing | Focus on growth, diversity, health equity, sustainability |
| The Health Alliance | Board member | Ongoing | Professional network participation |
| Institute of Medicine of Chicago | Fellow | Ongoing | Professional recognition |
| American Heart Association (Chicago) | Board/advisory involvement | Ongoing | Non-profit service |
| Asian Health Care Leaders Association (AHCLA) | Board/advisory involvement | Ongoing | Diversity in healthcare; leadership awards |
Board Governance
- Committee assignments: Governance & Nominating Committee member; not a chair .
- Independence: Affirmatively determined independent by the Board under NYSE/SEC standards .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024; all directors attended the 2024 Annual Meeting; overall Board/committee attendance ~99% in 2024 .
- Executive sessions: Non‑management directors met in executive session ten times in 2024; independent directors meet in executive session at least annually .
- Board leadership: Separate Chair and CEO; robust Lead Independent Director role; committees fully independent .
- Limits on outside boards: Non‑management directors limited to ≤3 other public boards; audit committee members limited to ≤2 other public company audit committees .
- Stockholder signals: Say‑on‑pay support ~97% at 2024 meeting; robust ongoing investor engagement .
- Compensation consultant: Mercer serves as independent advisor to Comp Committee (2024 fees $328k); MMC affiliates provided limited services ($2.2m); committee assessed consultant independence—no conflicts .
Fixed Compensation
| Component | 2024 Detail | Vesting/Terms |
|---|---|---|
| Annual cash retainer | $84,643 (prorated; standard $130,000 for full-year non‑management directors) | Paid quarterly |
| Equity grant (RSUs) | 62,718 RSUs granted June 1, 2024; grant date fair value $248,363 (closing price $3.96) | Vests one‑third annually on each of the first three anniversaries of grant; accelerated vesting upon termination other than “for cause,” death or disability; Lopez elected to defer receipt of shares upon vesting |
| Equity mix policy | At least 50% of annual director compensation (excluding certain stipends) paid in Company equity | Applies to non‑management directors |
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-linked director pay | None disclosed; director equity awards are time‑based RSUs without performance metrics |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Lopez |
| Committee roles at other public boards | None disclosed |
| Potential interlocks with CYH competitors/suppliers/customers | None disclosed; related party transactions section notes no director-related transactions requiring Item 404(a) disclosure since Jan 1, 2024 (only a consulting agreement with former CMO) |
Expertise & Qualifications
- Healthcare industry insight through Modern Healthcare leadership; media/marketing expertise; strategic relationships across healthcare leadership .
- Demonstrated commitment to health equity, diversity, and inclusion; recognized by AHCLA, Carol Emmott Foundation, and CAHME (scholarship in her name) .
- Engagement in academic, professional, and non‑profit boards in healthcare domains .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 0 (within 60 days of March 3, 2025) | Footnote (17) clarifies no options or restricted stock with current voting rights; excludes RSUs |
| RSUs outstanding | 122,519 units (as of March 3, 2025) | Includes deferrals of share delivery upon vesting |
| Ownership % of outstanding shares | <1% | Based on 140,391,581 shares outstanding |
| Pledging/hedging | Prohibited by Company policy | |
| Director ownership guidelines | Equity ownership guidelines apply to directors and executives (aligned with industry standards) | |
| Deferral elections | Lopez elected to defer receipt of shares upon RSU vesting in 2024 |
Governance Assessment
- Board effectiveness: Lopez adds sector‑specific perspective in healthcare media, stakeholder engagement, and DEI/health equity; complements CYH’s governance focus on ESG and human capital .
- Independence and conflicts: Affirmatively independent; no related‑party transactions disclosed involving Lopez; pledging/hedging prohibited—positive alignment signal .
- Engagement: Board‑level attendance strong in 2024 (~99%); Lopez served on Governance & Nominating, a key committee overseeing board composition, guidelines, and director pay; non‑management executive sessions frequent—supports independent oversight .
- Compensation alignment: Director pay split between cash and time‑based RSUs with standard 3‑year vesting; Lopez’s deferral election enhances long‑term alignment, though direct share ownership is minimal at period end—typical for directors with RSU-based pay .
- Market signals: Strong say‑on‑pay support (~97%) and continued investor engagement indicate stable governance sentiment; compensation consultant independence assessment mitigates advisory conflicts .