John A. Clerico
COMMUNITY HEALTH SYSTEMSAbout John A. Clerico
Independent Lead Director at Community Health Systems (CYH); age 83; director since 2003. Career finance executive and board leader, including EVP/CFO of Praxair and senior finance roles at Union Carbide, with extensive audit, compensation, and risk oversight experience. Currently chairman and registered financial advisor at ChartMark Investments; previously chairman and interim CEO of Global Industries, Ltd., and lead independent director at Educational Development Corporation. The Board affirms his independence under NYSE and company standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ChartMark Investments, Inc. | Chairman; Registered Financial Advisor | 2000–present | Co-founder; brings investor perspective to Board reviews |
| Praxair | EVP & CFO; Director | 1992–2000 | Led global financial consolidation, SEC reporting and finance; adds accounting/investor relations expertise |
| Union Carbide Corporation | Executive Officer (Finance/Accounting) | 1983–1992 | Senior finance and accounting leadership; risk oversight in high-risk industries |
| Global Industries, Ltd. | Chairman; Interim CEO; Director | Director 2006–2012; Interim CEO 2008–2010; Chairman through 2011 | Audit, Compensation, Finance (chair) until 2008; executive leadership through 2011 acquisition by Technip S.A. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Educational Development Corporation (Nasdaq) | Director; Lead Independent Director | 2004–2023 | Audit (chair), Nominating & Corporate Governance (chair), Compensation (chair), Executive |
| Global Industries, Ltd. | Chairman; Interim CEO; Director | 2006–2012; interim CEO 2008–2010; chair through 2011 | Audit, Compensation, Finance (chair); oversight during strategic transition |
| Praxair | Director | 1992–2000 | Board service complements CFO role in public company governance |
Board Governance
| Governance Factor | Detail |
|---|---|
| Current Committee Assignment | Compensation Committee Member |
| Board Role | Independent Lead Director |
| Current Chair Positions | None (Compensation Committee chaired by James S. Ely III) |
| Independence Status | Board determined Clerico is independent under Governance Guidelines and NYSE/SEC rules |
| Attendance | Approximately 99% Board and Committee attendance overall; each director attended ≥75% of meetings in 2024 |
| Executive Sessions | Non-management directors met in executive session 10 times in 2024 |
| Lead Director Responsibilities | Presides over independent executive sessions; liaises with management; can call meetings and prepare agendas; available for consultation with major stakeholders |
| Board Leadership Structure | Separate Chair and CEO; company obligated to maintain separation for five years from Jan 2024 settlement |
| Committee Independence | All standing committees (Audit & Compliance, Compensation, Governance & Nominating) are fully independent |
| Stockholder Engagement | Robust engagement and access; directors contactable via Corporate Secretary; Lead Director available to stakeholders |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Standard non-management director cash stipend |
| Lead Director cash stipend | $35,000 | Additional annual cash stipend for Lead Director |
| Committee chair fees | N/A for Clerico | Compensation chair fee ($15,000) applies to Ely |
| Meeting fees | None | No separate meeting attendance fees |
| Total cash paid (2024) | $165,000 | Reflects retainer + Lead Director stipend |
Performance Compensation
| Equity Award | Grant Date | Units | Grant-Date Fair Value | Vesting | Deferral Election |
|---|---|---|---|---|---|
| Time-based RSUs | March 1, 2024 | 62,718 | $180,000 (closing price $2.87 per share) | Vests 1/3 annually over 3 years; accelerates upon death, disability, or termination other than “for cause” | Not listed among directors electing deferral in 2024 |
Director equity is time-based RSUs; no options or performance-based awards were disclosed for non-management directors in 2024.
Other Directorships & Interlocks
| Organization | Type | Role | Committee/Position | Status |
|---|---|---|---|---|
| Educational Development Corporation | Public (Nasdaq) | Director; Lead Independent Director | Audit (chair), Nominating & Governance (chair), Compensation (chair), Executive | 2004–2023 |
| Global Industries, Ltd. | Public company | Chairman; Interim CEO; Director | Audit, Compensation, Finance (chair) | 2006–2012; interim CEO 2008–2010; chair through 2011 |
| Praxair | Public company | EVP & CFO; Director | Board service complements CFO role | 1992–2000 |
| ChartMark Investments | Private RIA | Chairman; Registered Financial Advisor | Founder/operator | 2000–present |
Expertise & Qualifications
- Deep finance and accounting leadership (EVP/CFO, director at Praxair; executive roles at Union Carbide), adding rigor to audit and compliance oversight.
- Prior chair of CYH’s Audit & Compliance and Compensation Committees; institutional knowledge of CYH’s pay design and risk controls.
- Investor/operator perspective from founding ChartMark Investments and executive leadership in high-risk industries.
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of Mar 3, 2025) | 318,168 |
| Ownership % of shares outstanding | Less than 1% (*) |
| Options exercisable within 60 days (as of Mar 3, 2025) | 0 |
| RSUs excluded from beneficial ownership (as of Mar 3, 2025) | 111,369 |
| RSUs Outstanding | Dec 31, 2024 | Mar 3, 2025 |
|---|---|---|
| Restricted Stock Units | 88,124 | 111,369 |
- Director equity ownership guidelines apply; at least 50% of non-management director compensation must be paid in Company equity.
- Company policy prohibits pledging or hedging of CYH stock by directors and executives.
Governance Assessment
- Strengths: Independent Lead Director role with defined authorities; fully independent committees; majority vote director elections with resignation policy; separation of Chair/CEO for five years; robust attendance and executive session cadence; stockholder engagement pathways.
- Alignment: 2024 director pay balanced with equity as the majority portion (RSUs $180,000 of $345,000 total), consistent with the guideline to pay ≥50% in equity.
- Compensation Committee oversight: Uses independent consultant Mercer; Committee assessed consultant independence and found no conflicts, despite MMC affiliates providing limited services to management.
- Conflicts/Related Parties: Proxy discloses no related party transactions involving directors other than a consulting agreement with a former executive; no transactions involving Clerico.
- Investor confidence signals: 97% say-on-pay support at the 2024 Annual Meeting; continued pay-for-performance emphasis at CYH.
Overall, Clerico’s deep finance background, prior committee leadership, and current Lead Director role support board effectiveness and risk oversight; equity-heavy director pay and prohibitions on pledging/hedging reinforce alignment. No related-party transactions or attendance issues are disclosed for him.