Michael Dinkins
COMMUNITY HEALTH SYSTEMSAbout Michael Dinkins
Independent director since 2017 and Chair of CYH’s Audit & Compliance Committee; age 71. Background spans CFO roles in insurance brokerage and medical devices (USI Insurance Services; Hilb Rogal & Hobbs; Integer Holdings), earlier finance and operations at Guidant and NCR, and founder/CEO of Dinkins Financial. Current public company boards include The Shyft Group (Nasdaq) and Crane NXT (NYSE), both with audit chair roles, plus service on the National Council on Compensation Insurance (audit/governance). Recognized by CYH’s Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Integer Holdings Corporation (medical device) | SVP/EVP & Chief Financial Officer | 2012–2017 | Oversight of information security; resigned from board upon CFO appointment |
| Integer Holdings Corporation | Director; Audit; Compensation & Organization Committee | 2008–2012 | Board experience prior to CFO transition |
| USI Insurance Services | EVP & Chief Financial Officer | 2008–2012 | Insurance intermediary CFO; complex finance and operations |
| Hilb Rogal & Hobbs Co. | EVP & Chief Financial Officer | 2005–2008 | Insurance and risk management services CFO |
| Guidant Corporation | Vice President, Global Control & Reengineering | 2004–2005 | Finance transformation in medical devices |
| NCR Worldwide Customer Service Operation | Vice President & Chief Financial Officer | 2002–2004 | Operations finance leadership |
| Access Worldwide; Cadmus Communications; General Electric | Senior finance/operating roles | Pre-2002 | Progressive finance leadership |
External Roles
| Organization | Listing | Role | Committees |
|---|---|---|---|
| The Shyft Group, Inc. | Nasdaq-listed | Director | Audit & Compliance Committee (Chair) |
| Crane NXT, Co. | NYSE-listed | Director | Audit & Compliance (Chair); Executive Committee |
| National Council on Compensation Insurance (NCCI) | Private | Director | Audit; Governance Committees |
| LandAmerica Financial Group, Inc. | — | Former Director | Prior public company board experience |
Board Governance
- Independence: Board affirmed Dinkins meets NYSE/SEC independence standards; all Board committees (including Audit & Compliance he chairs) are fully independent.
- Committee leadership: Audit & Compliance Committee Chair; committee members include Burgess, Ely, Hirsch, and Williams; Dinkins designated an audit committee financial expert.
- Attendance: Board/committee attendance was approximately 99% in 2024; each director attended at least 75% of meetings; Audit & Compliance met eight times.
- Executive sessions: Non-management directors met in executive session ten times in 2024; independent directors meet at least annually.
- Outside board limits: Governance Guidelines cap non-management directors at three other public company boards and audit committee service at two other public company audit committees; Dinkins serves on two public boards and chairs two audit committees, which appears within those limits.
- Ownership/hedging: Company maintains director equity ownership guidelines and prohibits pledging/hedging of CYH stock.
Fixed Compensation
| Component | 2024 Detail | Amount ($) |
|---|---|---|
| Annual cash retainer | Non-management director stipend | 130,000 |
| Committee chair stipend | Audit & Compliance Committee chair | 20,000 |
| Cash total | Quarterly installments; no meeting fees | 150,000 |
| Equity grant (RSUs) | Time-based RSUs; annual grant | 180,000 |
| Total director compensation | Cash + equity | 330,000 |
- Program design: At least 50% of non-management director annual compensation (excl. chair/lead stipends) paid in equity; cash stipends paid quarterly; no separate meeting fees; deferral elections permitted via Directors’ Fees Deferral Plan.
Performance Compensation
| Grant Date | Instrument | Units | Grant-Date Fair Value | Pricing Basis | Vesting | Deferral Election |
|---|---|---|---|---|---|---|
| Mar 1, 2024 | Time-based RSUs | 62,718 | 180,000 | $2.87/share close | 1/3 annually over 3 years | Allowed under Directors’ Fees Deferral Plan |
- Note: Non-management director equity awards are time-based RSUs (no performance metrics); unvested RSUs vest upon board service termination other than “for cause” per plan terms.
Other Directorships & Interlocks
| External Entity | Sector Link to CYH | Related-Party Exposure Disclosed |
|---|---|---|
| The Shyft Group, Inc. | Specialty vehicles; no apparent direct hospital ops overlap | None disclosed in Item 404 since Jan 1, 2024 |
| Crane NXT, Co. | Industrial technology/currency; no apparent direct hospital ops overlap | None disclosed in Item 404 since Jan 1, 2024 |
| NCCI | Insurance/compensation data; industry adjacency | None disclosed in Item 404 since Jan 1, 2024 |
Expertise & Qualifications
- Deep CFO experience across insurance brokerage and medical devices; seasoned in complex finance, operations, risk, and capital structure work.
- Information security oversight experience from CFO role; relevant to CYH’s cybersecurity risk oversight within Audit & Compliance.
- Insurance and medical device industry perspectives complement hospital operator board needs; designated audit committee financial expert at CYH.
Equity Ownership
| Metric (as of Mar 3, 2025 unless noted) | Value |
|---|---|
| Beneficially owned shares | 195,220 |
| Ownership % of shares outstanding | <1% (based on 140,391,581 shares outstanding) |
| Options exercisable within 60 days | 0 |
| RSUs outstanding (excluded from beneficial ownership) | 111,369 |
| RSUs outstanding (as of Dec 31, 2024) | 88,124 |
| Pledging/Hedging policy | Prohibited for directors and executives |
Governance Assessment
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Strengths: Independent Audit & Compliance Committee Chair with “financial expert” status; strong attendance culture (≈99% in 2024); robust governance practices (proxy access, majority voting, clawback, anti-pledging/hedging, independent committees); meaningful equity component aligns director incentives with shareholders.
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Outside mandates: Two current public boards with two audit chair roles—significant workload but appears within CYH’s governance limits for outside service.
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Conflicts/related-party: No related-party transactions involving Dinkins disclosed since Jan 1, 2024; Audit & Compliance oversees related-party reviews.
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Shareholder sentiment: 2024 Say-on-Pay support ~97% suggests constructive investor engagement and compensation governance environment.
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Overall view: Dinkins’ CFO pedigree and audit leadership strengthen board oversight of financial reporting, enterprise risk, and cybersecurity. Equity-heavy director pay and independence support investor alignment; outside audit chair roles warrant ongoing monitoring for capacity but remain within CYH policy limits.