Joseph A. Hastings, D.M.D.
COMMUNITY HEALTH SYSTEMSAbout Joseph A. Hastings, D.M.D.
Independent director since 2021; age 70. Retired private practice orthodontist in Mobile, Alabama with 40+ years of healthcare experience; board-certified in orthodontics, published in orthodontic journals, and holder of two U.S. patents. Education: University of Alabama at Birmingham School of Dentistry (honors) with post‑doctoral training at Louisiana State University School of Dentistry. Prior public company board experience at Quorum Health Corporation (2016–2020).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private orthodontic practice (Mobile, AL) | Orthodontist (owner/operator) | 40+ years | Practice management comparable to CHS-affiliated practices; practitioner perspective on trends and operations |
| Quorum Health Corporation | Director | 2016–2020 | Compensation; Governance; Patient Safety & Quality of Care |
| Dental/orthodontic societies (local/state/national) | Leadership positions | Various | Professional leadership; publications; two U.S. patents |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No current public company directorships disclosed |
| Professional societies | Various leadership roles | Various | Board-certified; publications; patents |
Board Governance
- Committee assignments: Governance & Nominating Committee member; no chair roles disclosed.
- Independence: Board affirmatively determined Hastings is independent under NYSE/SEC standards.
- Attendance/engagement: Board and committee attendance ~99% in 2024; each director attended ≥75% of applicable meetings; all directors attended the 2024 annual meeting. Non-management directors held 10 executive sessions in 2024; robust Lead Independent Director role (John A. Clerico).
- Governance practices: All committees are fully independent; majority voting with resignation policy; proxy access; equity ownership guidelines for directors; anti‑pledging/hedging policy.
Fixed Compensation
2024 non‑management director compensation (Hastings):
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | 130,000 | Paid quarterly |
| RSU grant (time‑based) – grant date fair value | 180,000 | 62,718 RSUs granted on Mar 1, 2024 at $2.87; vests one‑third annually over 3 years; deferral election available and used by Hastings for 2024 RSUs |
| Total | 310,000 | Cash + equity fair value |
Program structure highlights:
- Non‑management directors receive an annual total package of $310,000 (cash + equity); at least 50% of annual compensation (excluding chair/lead stipends) is paid in equity. No meeting fees; committee chair/lead stipends are separate. Hastings is not disclosed as chair/lead.
Performance Compensation
- Directors do not receive performance‑based equity or cash; RSUs are time‑based with three‑year ratable vesting. No director options or PSUs disclosed for Hastings.
- Company‑level performance metrics apply to executives, not directors (TSR percentile, Adjusted EBITDA growth, same‑store net revenue growth), and are not applicable to Hastings’s board compensation.
Other Directorships & Interlocks
| Company | Sector | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Quorum Health Corporation (2016–2020) | Hospitals/outpatient | Director; committee roles in Compensation, Governance, Patient Safety & Quality | Former CHS spin‑off operator; no current interlock; potential beneficial sector insight without disclosed conflict |
Expertise & Qualifications
- Practitioner/operator expertise: Long‑tenured orthodontic practice management; insight into physician practice operations, quality measures, EHR, and practitioner‑hospital relationships.
- Credentials: Board‑certified; published; two U.S. patents; clinical leadership roles.
- Board skills fit: Brings healthcare practitioner perspective aligned to CHS’s physician practice integration and quality oversight.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 17,130 |
| RSUs outstanding (unvested/vested units) | 169,469 RSUs held as of Mar 3, 2025 (excludes from beneficial ownership count) |
| Ownership % of outstanding shares | <1% |
| 2024 RSU deferral election | Elected to defer receipt of shares upon vesting of 2024 RSUs |
| Pledging/hedging | Prohibited by company policy |
| Director ownership guidelines | Company maintains equity ownership guidelines for directors aligned with industry standards (specific multiples not disclosed in proxy excerpt) |
Governance Assessment
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Strengths
- Independent director on a fully independent committee; adds practitioner lens to governance and quality considerations.
- Strong board engagement culture: high attendance; regular executive sessions; separation of Chair and CEO; robust Lead Independent Director oversight.
- Equity‑heavy director pay (mandatory ≥50% in equity) and RSU deferral indicate long‑term alignment. Anti‑pledging/hedging policy reduces misalignment risk.
- No related‑party transactions disclosed for Hastings; Board affirms independence under NYSE/SEC standards.
-
Watch items / potential red flags
- Low direct ownership stake (<1% and 17,130 shares); while typical for directors at mid‑cap issuers, large portion of alignment via unvested RSUs could reduce immediate economic exposure. Monitor progress against director ownership guidelines.
- Prior service at Quorum Health (industry peer) is historical; no current interlock disclosed. Continue surveillance for any new external roles that could introduce conflicts.
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Board effectiveness implications
- Hastings’s practitioner background complements CHS’s governance focus on patient safety, quality, and physician practice integration—valuable for Governance & Nominating deliberations and ESG oversight.
- Overall board structure and attendance metrics support investor confidence in oversight rigor, with limited director‑specific risks identified for Hastings.