H. James Williams, Ph.D.
COMMUNITY HEALTH SYSTEMSAbout H. James Williams, Ph.D.
Independent director of Community Health Systems (CYH), age 70, serving since 2015. Dr. Williams is President of Mount St. Joseph University (since 2016), and previously President of Fisk University (2013–2015). He holds an MBA in Accounting (University of Wisconsin–Madison), Ph.D. in Accounting (University of Georgia), and J.D. and LL.M. (Georgetown University Law Center). He brings accounting, legal, and cybersecurity oversight experience and is designated as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mount St. Joseph University (Cincinnati, OH) | President | 2016–present | Leads institution; works with IT/security team on cybersecurity risk, incident response, continuity planning |
| Fisk University (Nashville, TN) | President | 2013–2015 | Leadership of renowned institution in African-American education |
| Grand Valley State Univ., Seidman College of Business | Dean & Professor of Accounting | 2004–2013 | Academic leadership; accounting expertise |
| St. Mary’s Hospital (Grand Rapids, MI) | Board of Trustees | 2006–2013 | Non-profit hospital governance |
| North Carolina Central University, School of Business | Dean & Professor of Accounting | 1999–2004 | Academic leadership |
| Delaware State University, School of Management | Dean & Professor of Accounting | 1994–1999 | Academic leadership |
| Ernst & Young | Accountant, Audit Division | Early career | Audit work across banking, textiles, automotive, shipping industries |
| Legal practice | Attorney (partnership/corporate tax, contracts) | Prior roles | Legal expertise in tax and contracts |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fifth Third Bank of Tennessee | Advisory Board Member (prior) | Not disclosed | Prior advisory role |
| Metropolitan Nashville Airport Authority | Air Service Coalition Member (prior) | Not disclosed | Prior advisory role |
| Various non-profit organizations | Board Member | Not disclosed | Ongoing service on several non-profit boards |
Board Governance
- Committee assignments: Audit & Compliance Committee member; not a chair. Four of five Audit & Compliance Committee members (including Dr. Williams) are designated “audit committee financial experts.”
- Independence: All standing committees consist solely of independent directors; Audit & Compliance Committee members meet NYSE independence and financial literacy standards.
- Board leadership: Separate Chair (Wayne T. Smith) and CEO roles; separation mandated for five years by January 2024 derivative settlement. Lead Independent Director is John A. Clerico.
- Attendance: In 2024, Board held five regular and one special meeting; Audit & Compliance met eight times; each director attended at least 75% of Board and applicable committee meetings; 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 at least annually in executive session.
Fixed Compensation (Non-Management Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash stipend | $130,000 | Paid quarterly; unchanged vs 2023 |
| Committee chair fees | $0 | Not a chair; chair fees only paid to committee chairs (Audit $20k; Comp $15k; Gov/Nom $12.25k) |
| Lead Director/Board Chair stipends | $0 | Applies to Clerico ($35k cash) and Smith ($265k equity) only |
| Meeting fees | $0 | No separate meeting attendance fees |
| Total cash (2024) | $130,000 | Per director compensation table |
Performance Compensation (Equity – Non-Management Director)
| Grant Type | Grant Date | Units | Grant-Date Fair Value | Price Basis | Vesting |
|---|---|---|---|---|---|
| Time-based RSUs | Mar 1, 2024 | 62,718 | ~$180,000 | $2.87/share | Vest 1/3 annually over 3 years; full vest on termination other than “for cause,” death, disability |
| Equity mix policy | N/A | N/A | ≥50% of annual compensation in equity (excl. added stipends) | N/A | Directors may elect deferral of share delivery upon RSU vesting |
| Additional equity stipends | N/A | N/A | N/A | N/A | None for Williams (Board Chair received additional RSUs; others cash for chair/lead stipends) |
Directors receive time-based RSUs only; no performance-based director equity or stock options are disclosed.
Other Directorships & Interlocks
| Category | Status | Notes |
|---|---|---|
| Current public company boards | None disclosed | Proxy does not list any other public directorships for Dr. Williams |
| Compensation Committee interlocks | None | 2024 Compensation Committee members were Clerico, Ely (Chair), Fry, Hirsch; Dr. Williams not a member |
| Board service limits | In place | Non-management directors limited to ≤3 other public boards; audit committee members ≤2 other public company audit committees |
Expertise & Qualifications
- Accounting and financial oversight: MBA & Ph.D. in Accounting; Ernst & Young audit experience; designated Audit & Compliance “financial expert.”
- Legal and governance: J.D. and LL.M.; practiced in tax and contracts; broad governance experience across academic and non-profit boards.
- Cybersecurity: As university president, engages with IT/security on cybersecurity risk, incident response, and business continuity.
Equity Ownership
| Metric | As of Dec 31, 2024 | As of Mar 3, 2025 |
|---|---|---|
| Beneficially owned shares | — | 161,268 (<1%) |
| Unvested/Outstanding RSUs | 141,903 (incl. deferrals) | 165,148 (excludes from beneficial ownership table) |
| Pledging/Hedging | Prohibited by company policy | Prohibited by company policy |
| Ownership guidelines | 5.0x annual cash stipend for directors; 5-year timeline to achieve; 100% hold of shares until compliant | 5.0x annual cash stipend for directors; ongoing maintenance requirement |
Director Compensation (2024 actual)
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $130,000 |
| Restricted Stock Unit Awards (grant-date fair value) | $180,000 |
| Total Compensation | $310,000 |
Board Governance Policies and Investor Signals
- Robust governance: Majority independent board; all committees fully independent; executive sessions; proxy access; majority voting with resignation policy; separation of Chair/CEO; Lead Independent Director role.
- Pay practices: Director pay reviewed annually with Mercer against peer group; 2024 package (~$310k) aligned near peer median; equity at least 50% of director pay.
- Clawback & insider trading: Amended and restated clawback policy compliant with SEC/NYSE; prohibition on pledging/hedging; equity grant timing outside blackout periods.
- Shareholder support: Say-on-Pay approval ~97% at 2024 Annual Meeting, signaling support for compensation governance.
Potential Conflicts or Related-Party Exposure
- Related party transactions: No transactions requiring disclosure since Jan 1, 2024 other than a consulting agreement with retired executive Dr. Lynn Simon; no Williams-related transactions disclosed.
- Board service limits and independence: Governance Guidelines limit external board commitments; Audit & Compliance membership implies independence and financial literacy; no disclosed interlocks or conflicts.
Governance Assessment
- Strengths: Deep accounting/legal expertise and audit committee financial expert designation; consistent attendance (≥75%) with overall board attendance ~99%; strong equity alignment via RSUs and 5x stipend ownership guideline; robust anti-hedging/pledging policy; independent committee structure and regular executive sessions.
- Watch items: Individual attendance is disclosed only as meeting ≥75% threshold, not precise percentage; director equity is time-based (no explicit performance metrics for directors), which may reduce performance sensitivity versus PSUs; beneficial ownership is <1%, typical for outside directors but limits direct “skin-in-the-game” as a percentage of shares outstanding.
- Overall: Governance and independence profile support investor confidence; absence of related-party issues and strong policy framework (clawback, anti-hedge/pledge, ownership guidelines) are positives for board effectiveness.