John A. Fry
COMMUNITY HEALTH SYSTEMSAbout John A. Fry
Independent director since 2004 (age 64); currently President of Temple University (since November 2024) after serving as President of Drexel University (2010–2024) and Franklin & Marshall College (2002–2010). Former EVP of the University of Pennsylvania and member of the executive committee of the University of Pennsylvania Health System; MBA in accounting from New York University; brings financial management, audit/compliance, risk management, and healthcare governance experience to CYH’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Temple University | President | Nov 2024–present | Institutional leadership; cybersecurity preparedness engagement in role |
| Drexel University | President | 2010–2024 | Institutional leadership; finance and risk oversight |
| Franklin & Marshall College | President | 2002–2010 | Institutional leadership; governance |
| University of Pennsylvania | EVP (COO) | 1995–2002 | Executive committee of UPenn Health System; operations/finance |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| vTV Therapeutics Inc. (Nasdaq) | Director | 2016–2024 | Compensation (Chair), Audit, Nominating & Corporate Governance |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board affirmed Fry is independent under NYSE and CYH guidelines |
| CYH Board Tenure | Director since 2004 |
| Committees | Chair: Governance & Nominating; Member: Compensation |
| Attendance | Board/committee attendance ~99% overall in 2024; each director ≥75% (Fry inclusive) |
| Executive Sessions | Non-management directors met 10 times in 2024; independent directors meet at least annually in executive session |
| Board Leadership | Separate Chair/CEO; robust independent Lead Director role (Lead Director: John C. Clerico) |
| Service Limits | CYH limits directors to ≤3 other public boards; added audit-committee service limits |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Paid quarterly |
| Committee chair stipend | $12,250 | Governance & Nominating Chair |
| Meeting fees | $0 | No meeting fees; expenses reimbursed |
| 2024 cash total (Fry) | $142,250 | $130,000 retainer + $12,250 chair |
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Time-based RSUs | Mar 1, 2024 | 62,718 | ~$180,000 (at $2.87/share) | Vests 1/3 annually over 3 years, continued board service required; early vest on death/disability/not-for-cause termination; optional deferral of share delivery at vest |
Director equity awards are time-based; CYH does not disclose performance metrics tied to director RSUs. At least 50% of non-management director annual compensation (excl. certain stipends) must be paid in equity, aligning director interests with shareholders .
Other Directorships & Interlocks
| Company | Sector Overlap with CYH | Interlock/Conflict Notes |
|---|---|---|
| vTV Therapeutics Inc. | Pharma/biotech (clinical-stage) | No CYH-disclosed interlocks or related-party transactions involving Fry |
Expertise & Qualifications
- Financial, audit/compliance, and risk management expertise; MBA in accounting (NYU) .
- Healthcare governance experience via UPenn Health System executive committee; familiarity with nonprofit healthcare competitive dynamics .
- Cybersecurity preparedness engagement through academic leadership roles .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Unvested RSUs Outstanding | Notes |
|---|---|---|---|---|
| John A. Fry | 218,371 | <1% | 111,369 | Beneficial ownership excludes RSUs; RSUs reflect unvested awards. CYH prohibits pledging and hedging of company stock; director equity ownership guidelines in place |
Governance Assessment
- Strengths: Independent director; chairs Governance & Nominating; sits on Compensation Committee; strong attendance; equity-heavy director pay; board conducts regular executive sessions; robust governance framework (proxy access, majority vote, clawback broader than NYSE, anti-pledging/hedging) .
- Incentive alignment: Director compensation structured with ≥50% equity; Fry received $180k RSUs and $142,250 cash in 2024 (total $322,250) .
- Pay oversight signal: Say-on-pay approval ~97% in 2024, indicating shareholder support for CYH’s compensation approach (contextual governance signal) .
- Conflicts/related-party exposure: CYH discloses related-party transaction review process; no related-party transactions involving Fry disclosed; Compensation Committee interlocks show no insider participation .
- Consultant independence: Mercer serves as independent compensation consultant; Compensation Committee assessed independence; no conflicts reported .
RED FLAGS: None disclosed specific to Fry (no related-party transactions, no pledging/hedging allowed, attendance adequate). Note: Director equity is time-based (not performance-conditioned), common practice but provides less pay-for-performance sensitivity than PSUs; beneficial ownership is small relative to shares outstanding (<1%), typical for CYH directors .