James S. Ely III
COMMUNITY HEALTH SYSTEMSAbout James S. Ely III
James S. Ely III, age 67, is an independent director of Community Health Systems (CYH) since 2009; he is Chair of the Compensation Committee and a member of the Audit & Compliance Committee . Ely is the founder and CEO of PriCap Advisors, LLC (since 2009) and previously spent over two decades in leveraged finance at JPMorgan and predecessor institutions (Managing Director 1995–2008; service commenced in 1987), with deep healthcare financing expertise; he holds an MBA in finance and accounting from the University of Chicago . The Board has affirmatively determined Ely is independent under NYSE and the company’s guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. (Leveraged Finance) | Managing Director; structured syndicated loans/high yield across sectors incl. healthcare | 1995–2008 | Healthcare financing experience, specific indebtedness types aligned with CYH balance sheet |
| JPMorgan predecessor institutions | Various roles; service commenced | 1987–1995 | Longstanding leveraged finance track record |
| PriCap Advisors, LLC | Founder & Chief Executive Officer | 2009–present | Investment management; capital markets expertise used in CYH financing evaluations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Select Medical Holdings Corporation (NYSE:SEM) | Director; Chair of Audit & Compliance; Chair of Nominating & Corporate Governance | Current | Governance and financial oversight at a healthcare provider; potential ecosystem interlock awareness |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit & Compliance Committee Member .
- Independence: Board determined Ely meets NYSE and company independence standards .
- Attendance and engagement: Board held 5 regular and 1 special meeting in 2024; each director attended ≥75% of Board and relevant committee meetings; overall Board/committee attendance was ~99% in 2024; all directors attended the 2024 Annual Meeting .
- Executive sessions: Non‑management directors met in executive session 10 times in 2024; independent directors meet at least annually in executive session .
- Lead Independent Director governance: Robust lead director role, majority independent board, all committees fully independent .
- Financial expertise: Audit committee financial expert designation includes Ely (and three others), with all committee members financially literate per NYSE standards .
- Overboarding limits: Non‑management directors may serve on no more than three other public boards; audit committee members on no more than two other audit committees .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Non‑management director program |
| Committee chair cash stipend (Compensation Committee) | $15,000 | Chair stipends fixed schedule |
| Meeting fees | $0 | No per‑meeting fees; stipends paid quarterly |
| Total cash fees (Ely) | $145,000 | Sum of retainer + chair stipend |
Performance Compensation
| Equity Award Detail | Grant Date | Units | Grant Date Fair Value | Vesting | Deferral Election |
|---|---|---|---|---|---|
| Time‑based RSUs (annual grant) | 03/01/2024 | 62,718 | $180,000 | Vest 1/3 on each of first three anniversaries | Not listed among 2024 deferrals; others deferred per proxy |
| Outstanding RSUs (as of 12/31/2024) | — | 141,903 | — | Unvested balance per director holdings table | Includes prior deferrals |
| Outstanding RSUs (as of 03/03/2025) | — | 165,148 | — | As reported in ownership footnote | Plus stock units under deferral plan |
Director equity at CYH is time‑based RSUs; no performance metric linkage is disclosed for director grants (performance metrics apply to executives, not directors) .
Other Directorships & Interlocks
| Company | Sector | Role | Committee Roles |
|---|---|---|---|
| Select Medical Holdings Corporation | Healthcare services | Director | Chair: Audit & Compliance; Chair: Nominating & Corporate Governance |
Expertise & Qualifications
- Financing expertise with specific experience in healthcare leveraged finance and capital structures similar to CYH indebtedness; assists Board in evaluating financing opportunities .
- MBA in finance/accounting (University of Chicago); prior Audit & Compliance chair service at CYH adds continuity to oversight .
- Designated audit committee financial expert; financially literate per NYSE standards .
Equity Ownership
| Metric (as of dates specified) | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 364,389 | As of March 3, 2025 |
| Ownership as % of shares outstanding | <1% | 140,391,581 shares outstanding; “*” denotes less than 1% per proxy |
| RSUs held (unvested) | 165,148 | As of March 3, 2025 |
| Stock units accrued under Directors’ Fees Deferral Plan | 15,967.943 | As of March 3, 2025 |
| Options held (exercisable within 60 days) | 0 | No director options disclosed for Ely |
| Pledging/Hedging | Prohibited by policy | Company prohibits pledging/hedging by directors |
| Director ownership guidelines | In place | Equity ownership guidelines for directors (amount not specified in proxy) |
Insider Trades (Form 4 Disclosures)
| Date | Instrument | Quantity | Price / Value | Key Terms |
|---|---|---|---|---|
| 03/01/2024 | RSUs grant | 62,718 | $180,000 | Time‑based RSUs; vest 1/3 annually; one‑for‑one into common stock |
| 03/03/2025 | Form 4 filed | — | — | Statement of changes in beneficial ownership (details in SEC filing) |
Governance Assessment
- Strengths: Ely is independent with deep healthcare financing expertise and serves as Compensation Committee Chair and Audit & Compliance member; Board and committees are majority independent, with robust lead director structure and ~99% attendance in 2024 .
- Compensation governance: Compensation Committee uses Mercer as independent consultant; Mercer independence assessed with no conflicts, despite MMC affiliate services to management; committee composition entirely independent .
- Shareholder alignment: Director pay mixes cash and equity (required ≥50% equity for non‑management directors), RSUs vest over three years; policy prohibits pledging/hedging; say‑on‑pay support ~97% at 2024 meeting indicates positive investor sentiment on pay practices .
- Attendance/engagement: Ely met ≥75% attendance threshold; non‑management directors held 10 executive sessions in 2024, enhancing oversight .
- Potential conflicts/RED FLAGS: No related‑party transactions disclosed involving Ely; Compensation Committee interlocks/insider participation disclosures note no relationships requiring SEC disclosure; overboarding controls in place; serving on Select Medical’s board is an industry interlock but no transactions disclosed between CYH and Select Medical .