Jason K. Johnson
COMMUNITY HEALTH SYSTEMSAbout Jason K. Johnson
Jason K. Johnson is Senior Vice President and Chief Accounting Officer at Community Health Systems (CYH). He oversees SEC reporting, accounting policies, consolidations, and accounting for acquisitions/divestitures; he joined CYH in 2012, became Vice President, Corporate Controller in 2018, VP & CAO in 2019, and was promoted to Senior Vice President in 2020. He holds a master’s degree in accounting from the University of Kentucky and is a member of the AICPA and Tennessee Society of CPAs; age 50. Company performance context: 2024 net operating revenue rose 1.2% to $12.634B (from $12.490B), Adjusted EBITDA grew 6.0% to $1.540B, and cash from operations improved to $480M; however, 2022–2024 three-year TSR percentile rank was below the 25th percentile versus peers for CEO/CFO awards, indicating weak relative equity performance over that window .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Community Health Systems | Senior Vice President & Chief Accounting Officer | 2020–present | Leads SEC reporting and enterprise accounting governance, including M&A accounting |
| Community Health Systems | Vice President & Chief Accounting Officer | 2019–2020 | Elevated oversight of accounting policy, consolidations, and reporting |
| Community Health Systems | Vice President, Corporate Controller | 2018–2019 | Led corporate controllership and reporting processes |
| Community Health Systems | VP, Assistant Corporate Controller | 2012–2018 | Supported consolidation and SEC reporting across the enterprise |
| Deloitte & Touche LLP | Assurance & Advisory Services (various roles) | Pre-2012 | Public company audit/advisory experience relevant to controls and reporting |
| Alternative energy marketing/distribution company | Controller | Pre-2012 | Operated corporate controllership function |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Institute of Certified Public Accountants (AICPA) | Member | N/D | Professional affiliation |
| Tennessee Society of Certified Public Accountants | Member | N/D | Professional affiliation |
Fixed Compensation
| Item | CYH Disclosure for Johnson | Notes |
|---|---|---|
| Base salary | Not individually disclosed | CYH’s Summary Compensation Table covers Named Executive Officers (NEOs); Johnson is not an NEO in 2024 |
| Target bonus % | Not individually disclosed | CYH discloses STIP targets for certain NEOs in 2025 8‑K; not for Johnson |
| Perquisites | Minimal per policy (company-wide) | CYH states “minimal perquisites” for executives overall |
Performance Compensation
| Component | Metric/Structure | Weighting/Target | Vesting/Timing | Payout Basis |
|---|---|---|---|---|
| Short-Term Incentive Plan (STIP) | Multiple pre-set financial goals plus non-financial strategic/operational goals | Targets set annually; NEO targets disclosed (Johnson not disclosed) | Annual | Formulaic with caps; additional non-financial and overachievement opportunity for NEOs (structure indicative for execs) |
| Long-Term Incentive (LTI) – Performance-based Restricted Stock | 3-year metrics include Consolidated Adjusted EBITDA Growth and Same-Store Net Revenue Growth; TSR Percentile for CEO/CFO | Company uses share-denominated approach; 75% of target LTI is performance-based RS or options (for NEOs) | Cliff vest based on 3-year results; 0–200% payout typical in 2025 grants | Earned shares depend on 3-year performance vs goals |
| Long-Term Incentive (LTI) – Stock Options | Non-qualified stock options | Option strike at grant-date close; part of 75% at-risk mix (NEOs) | 1/3 per year over 3 years | Value only if share price appreciates |
| Long-Term Incentive (LTI) – Time-based Restricted Stock | Time-based RS | 25% of target LTI (NEOs) | 1/3 per year over 3 years | Vests with service |
Notes:
- For 2024, CYH indicates 75% of target LTI for named executives was performance-based RS and/or options; remaining 25% time-based RS; Johnson’s specific grant levels not disclosed. Annual equity awards are approved in February with a March 1 grant date, outside blackout periods; option exercise price equals the closing price on grant date .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (Johnson) | Not individually disclosed; the proxy lists directors/NEOs and “directors and executive officers as a group” only |
| Ownership guidelines | Multiples: CEO 5.0x; Board 5.0x; Officers Named in Proxy Statement and Executive Vice Presidents 3.0x; Other Officers above Vice President 1.5x; Vice Presidents 1.0x. As a Senior Vice President, Johnson would typically fall under “Other Officers above Vice President” (1.5x). Five years to reach compliance; 100% net shares held until compliant |
| Pledging/Hedging | Prohibited for directors, officers, and designated employees; no margin accounts or pledges permitted |
| Vested vs unvested/vesting cadence | Company LTI grants vest in annual thirds for options/time-based RS; PSRs vest after 3-year performance period; annual grant date March 1 (typical) |
Employment Terms
| Term | CYH Policy/Terms | Applicability to Johnson |
|---|---|---|
| Employment agreement | None for executive officers (at-will employment) | Applies |
| Change-in-Control (CIC) agreement | Double-trigger; cash severance includes 3x (base + bonus basis), health/welfare continuation for 36 months, up to $25k outplacement; no tax gross-up; “Covered Executives” include each officer (not just NEOs). For CEO/CFO/Presidents/EVPs/Regional Presidents/Senior Vice Presidents, CIC protection windows are 36 months (company termination) and 24 months (good reason) post-CIC | Applies (Senior Vice President) |
| Non-CIC severance | Proxy details 24 months’ base salary plus pro‑rated STIP for NEOs upon qualifying termination; COBRA at active-employee rate for same period | NEO disclosure; not individually disclosed for non-NEO SVPs |
| Equity treatment at CIC | If awards are not assumed/replaced, immediate vesting; if assumed/replaced, vest on qualifying termination within 2 years post-CIC; performance awards vest at target in certain CIC cases per plan | |
| Clawback | Amended and Restated Clawback Policy compliant with SEC/NYSE; mandatory recovery for Section 16 officers upon restatement; discretionary recovery for employees whose fraud/misconduct caused a restatement | |
| Insider trading | Robust insider trading policy filed with 10-K; quarterly blackout and controls around grant timing | |
| Non-compete / non-solicit | Not disclosed for Johnson; CYH disclosed such restrictions in a specific consulting arrangement (example) |
Performance & Track Record (Company Context)
| Metric | 2023 | 2024 |
|---|---|---|
| Net Operating Revenues ($mm) | 12,490 | 12,634 |
| Adjusted EBITDA ($mm) | 1,453 | 1,540 |
| Cash Flows from Operations ($mm) | 210 | 480 |
| Loss per Diluted Share (as reported, $) | (1.02) | (3.90) |
| Stock Price (Dec 31, $) | 3.13 | 2.99 |
| 3-year TSR Percentile (CEO/CFO awards) | — | Below 25th percentile vs peer group (2022–2024) |
Additional context:
- CYH’s say-on-pay received ~97% support at the 2024 annual meeting, signaling broad investor approval of pay design despite share price pressure .
Investment Implications
- Alignment and retention: As a Senior Vice President with a double‑trigger CIC agreement (3x cash, 36‑month benefits) and equity that vests over multi‑year periods, Johnson’s incentives are aligned with long‑term value creation and are retention‑supportive through both severance protections and ownership guidelines (likely 1.5x salary multiple for SVP) .
- Selling pressure windows: CYH approves annual equity awards in February with a March 1 grant date; options and time‑based RS vest in thirds on each anniversary and PSRs after three years, concentrating potential liquidity/vesting events around early March each year (monitor for Form 4 filings in these windows) .
- Governance safeguards: Prohibitions on pledging/hedging, an SEC/NYSE‑compliant clawback, independent compensation committee practices, and no option repricing or CIC tax gross‑ups reduce governance risk signals; high say‑on‑pay support reinforces this .
- Execution risk context: 2024 showed modest revenue growth and stronger EBITDA/cash generation, but equity underperformed peers over the 2022–2024 TSR window; continued improvement in margin and cash conversion will be key, with the CAO role central to reporting quality and investor confidence .
Key data not disclosed for Johnson: Individual base salary, target bonus, actual bonus, and beneficial share ownership were not itemized in the proxy (he was not an NEO in 2024). Use upcoming Form 4s and future proxies for updated ownership/award details .