Mark B. Medley
COMMUNITY HEALTH SYSTEMSAbout Mark B. Medley
Mark B. Medley is Regional President – Region 3 Operations at Community Health Systems (CYH), overseeing markets across Georgia, Indiana, Missouri, New Mexico, Oklahoma and Pennsylvania; he joined CYH in 2019 after senior roles at RCCH Healthcare Partners and Capella Healthcare, and founded Alee Healthcare Advisory Services before joining CYH . He holds an MBA with a healthcare management concentration from Western Governors University and previously served on Capella’s board of directors . As context for his operating backdrop, CYH reported net operating revenues of $12.6B in FY2024 (up 1.2% YoY), Adjusted EBITDA of $1.54B, and cash from operations of $480M; GAAP net loss in FY2024 was $516M; the company’s TSR value index in pay-versus-performance disclosure was 103 for 2024, 108 for 2023 and 149 for 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alee Healthcare Advisory Services | CEO & Owner | 2018–2019 | Provided advisory services to healthcare investors and providers . |
| RCCH Healthcare Partners | EVP & Group President | 2016–2018 | Senior leadership at multi-hospital operator formed from Capella–RegionalCare combination . |
| Capella Healthcare, Inc. | Various senior executive roles; Board member | 2008–2016 | Senior corporate leadership and board service at private hospital operator . |
| Prior roles with other healthcare system operators | Division CFO; Hospital CEO/CFO | Pre-2008 | Corporate and hospital-level finance and operations leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Capella Healthcare, Inc. | Board of Directors | 2008–2016 | Board service at private hospital operator . |
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | Non-Equity Incentive ($) | Restricted Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2022 | 625,000 | 82,500 (discretionary) | 62,500 (operational improvement plan payout) | 763,500 | 181,250 | 17,006 | 1,731,756 |
- Notes: The 2022 non‑equity payout and discretionary bonus reflect specific Compensation Committee-approved goals and recognition for strategic transactions and operational plans .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout Scale | Vesting |
|---|---|---|---|---|---|---|
| 2022 Performance-Based RS | Cumulative Consolidated Adjusted EBITDA Growth | 50% (for non-CEO/CFO NEOs) | 12.0% cumulative (three-year) | Below threshold for 2022–2024 period | <80% of target → 0% | Cliff vest on 3rd anniversary post certification |
| 2022 Performance-Based RS | Cumulative Same-Store Net Revenue Growth | 50% (for non-CEO/CFO NEOs) | 12.0% cumulative (three-year) | 84.5% of target achieved for 2022–2024 (company-wide) | 80%→25%; 100%→100%; 120%→200% (linear in between) | Cliff vest on 3rd anniversary post certification |
| 2022 Stock Options | Stock price appreciation | n/a | n/a | n/a | Options value realized only if stock price rises post grant | Vests 1/3 annually over first three anniversaries; 10-year term |
| 2022 Time-Based RS | Time-based service vesting | n/a | n/a | n/a | n/a | Vests 1/3 annually over first three anniversaries |
- Company-wide result for the 2022–2024 PSU cohort: non-CEO/CFO NEO awards earned at 21% of target; CEO/CFO at 16.8% due to TSR percentile metric; Medley’s individual payout level was not specifically disclosed but his 2022 award followed the same framework for non-CEO/CFO NEOs .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Time-Based RS Grants Outstanding at 12/31/2022 | 5,000 (3/1/2020); 10,000 (3/1/2021); 25,000 (3/1/2022); all vest 1/3 annually over 3 years . |
| 2022 Stock Awards Valuation Inputs | RS grant-date fair value $10.18/share (3/1/2022); options Black-Scholes $7.25/option (non-Executive Chair) . |
| 2022 Vested Stock | 14,000 shares; value realized $121,800 (based on vest date price) . |
| Deferred Compensation | Not a participant in the company’s non-qualified Deferred Compensation Plan as of 2022 . |
| Ownership Guidelines | Equity ownership guidelines: Officers named in the proxy and EVPs 3.0x salary; Other officers above VP 1.5x; Vice Presidents 1.0x; five years to comply and mandatory post-vest holding until compliant . |
| Pledging/Hedging | Company policy prohibits pledging, hedging, short sales, and margin accounts for directors, officers, and designated employees . |
| Insider Activity (indicative timing) | Form 4 filings reported for Mark B. Medley on Mar 1, 2024 and Mar 3, 2025, reflecting annual award/grant activity timing consistent with company grant practices . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | CYH executives generally serve at-will; no individual employment contract disclosed for Medley . |
| Change-in-Control Severance (CIC) | Double-trigger; applicable to Regional Presidents. Lump sum: 3x (base salary + greater of highest bonus in last 3 years or target bonus); pro-rata bonus for year of termination based on actual performance; health/welfare benefits continuation for 36 months; up to $25,000 outplacement; no tax gross-up . |
| Company Severance Policy (non-CIC) | For Named Executive Officers: 24 months base salary upon qualifying termination; pro-rata annual incentive based on actual results; COBRA at employee premium for severance period . |
| Clawback Policy | Amended and Restated Clawback Policy requires recovery of erroneously awarded incentive compensation from Section 16 officers after restatements per NYSE/SEC rules; discretionary recovery for fraud/misconduct beyond Section 16 officers . |
| Equity Grant Timing | Annual equity awards approved in February with grant date March 1; option strike = closing price at grant; grants occur outside quarterly trading blackout . |
| Ownership/Trading Policy | Robust insider trading policy governs trading procedures; prohibits speculative transactions and derivatives . |
Company Performance Context (during Medley’s tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 12,211,000,000 | 12,490,000,000 | 12,634,000,000 |
| EBITDA ($) | 1,168,000,000* | 1,295,000,000* | 1,249,000,000* |
| Net Income - (IS) ($) | 46,000,000 | -133,000,000 | -516,000,000 |
- Values retrieved from S&P Global for metrics with asterisks.
- Additional 2024 operational highlights: Net operating revenues +1.2% YoY to $12.6B; Adjusted EBITDA $1.54B; cash from operations $480M; net loss margin -4.1% .
- TSR value index (pay-versus-performance): 2022 = 149; 2023 = 108; 2024 = 103 .
Investment Implications
- Compensation alignment and at-risk mix: Medley’s package in 2022 combined discretionary and performance-linked cash plus significant equity (RS + options), with PSUs tied to multi-year EBITDA and same-store net revenue growth—supportive of operational discipline but subject to macro and payer dynamics; 2022–2024 PSU cohort underperformed on EBITDA target, highlighting execution and industry headwinds .
- Retention and selling pressure signals: Annual grants on March 1 and 1/3 time-based vesting can create periodic sell-to-cover activity; Form 4s around early March corroborate award timing—monitor for incremental dispositions versus net holdings to assess pressure .
- Change-in-control economics and severance: Double-trigger CIC with 3x cash multiple offers meaningful downside protection, reducing turnover risk but potentially diminishing mobility; standard severance of 24 months base (if NEO) reinforces retention .
- Alignment safeguards: Strict anti-pledging/hedging, equity ownership guidelines, grant timing outside blackout, and robust clawback policy are positives for governance and investor alignment .
- Execution risk: CYH’s FY2024 GAAP loss and TSR drift vs 2022 index signal continuing margin and payer mix headwinds; Medley’s multi-market remit means value creation depends on sustained volume growth, margin improvement programs, and payer/revenue-cycle execution .