Ronald L. Burgess, Jr.
COMMUNITY HEALTH SYSTEMSAbout Ronald L. Burgess, Jr.
Lt. Gen. Ronald L. Burgess, Jr. (U.S. Army, Ret.) is 72 and has served on Community Health Systems’ (CYH) Board since 2023. He is an independent director with deep cybersecurity and national security expertise from leading the Defense Intelligence Agency (2009–2012) and serving twice as Acting Principal Deputy Director of National Intelligence; post-retirement, he was Executive Vice President at Auburn University (2018–2023) and Senior Counsel for National Security (2012–2018) . He has received numerous military and international honors and multiple honorary degrees; the proxy does not list formal academic degrees beyond these honors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Defense Intelligence Agency (U.S.) | Director | 2009–2012 | Led national intelligence mission; advised President, SecDef, DNI, JCS; cybersecurity/national security leadership |
| Office of the Director of National Intelligence | Acting Principal Deputy Director of National Intelligence | 2006–2007; Jan–Feb 2009 | Senior oversight of U.S. intelligence; national security advice at highest levels |
| Auburn University | Executive Vice President | 2018–2023 | Administrative leadership; coordinated with federal/state stakeholders on cybersecurity, national security |
| Auburn University | Senior Counsel for National Security | 2012–2018 | Advised President; government coordination on cyber/national security; briefed Congress and legislature |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various privately-held companies (technology, healthcare) | Advisory Board Member | Not disclosed | Advisory roles; specific companies not named in proxy |
| Public company boards | — | — | No current public company directorships disclosed for Burgess |
Board Governance
- Independence: The Board affirmatively determined Burgess is independent under NYSE/SEC rules and CYH guidelines .
- Committees: Audit & Compliance Committee member (not chair) .
- Attendance/Engagement:
- Board held 5 regular and 1 special meeting in 2024; Audit & Compliance met 8 times; all directors attended at least 75% of Board/committee meetings and all attended the 2024 Annual Meeting .
- Non-management directors held 10 executive sessions in 2024; independent directors meet in executive session at least annually; Lead Director structure in place .
- Board effectiveness signals:
- Super-majority independent Board; all committees fully independent; strong governance practices (majority voting, resignation policy, proxy access, clawback, anti-pledging/hedging) .
Fixed Compensation (Director)
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $130,000 | Non-management director cash stipend |
| Committee chair fee | $0 | Not a chair; chair fees: Audit $20k; Comp $15k; Gov/Nom $12.25k (for reference) |
| Lead Director fee | $0 | Not applicable |
| Meeting fees | $0 | CYH does not pay meeting fees; reimburses expenses |
| Equity grant (RSUs) | $180,000 | 62,718 RSUs granted 03/01/2024; valued at $2.87/share |
| Vesting | — | RSUs vest 1/3 on each of first 3 anniversaries; full vest on death, disability, or other termination (not for cause) |
| Deferral election | Elected | Burgess elected to defer receipt of shares upon RSU vesting in 2024 |
Performance Compensation (Director)
| Metric Category | Metrics Used in Director Pay | Notes |
|---|---|---|
| Performance-based pay | None | Non-management director equity is time-based RSUs; no performance metrics for director awards |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | Public | — | No public company directorships disclosed; reduces interlock/conflict risk |
| Advisory boards (private) | Private | Advisory member | Technology/healthcare advisory roles; specific entities not named; no related-party transactions disclosed |
Expertise & Qualifications
- Cybersecurity and information systems: Former DIA Director; oversight of cyber risk frameworks aligns with Audit & Compliance oversight of infosec and enterprise risk .
- Government and regulatory navigation: Extensive federal/state engagement experience; valuable in heavily regulated healthcare .
- Strategic leadership: Senior military and university administrative roles; strategic planning and execution experience .
Equity Ownership
| Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficially owned shares | 0 | 03/03/2025 | “—”; less than 1% ownership |
| Ownership % of outstanding | <1% | 03/03/2025 | “* Less than 1%” per proxy format |
| Outstanding RSUs | 122,519 | 03/03/2025 | RSUs excluded from “beneficially owned” count; deferral elections applicable |
| Pledging/Hedging | Prohibited | Policy | CYH policy prohibits pledging/hedging of company stock |
Insider Trades
| Period | Form 4 Transactions | Source |
|---|---|---|
| Last 12 months | Not disclosed in proxy | Proxy provides security ownership; transaction details are not included in DEF 14A |
Governance Assessment
- Positive signals:
- Independence and relevant committee assignment (Audit & Compliance) align with Burgess’s cybersecurity expertise, strengthening oversight of infosec and enterprise risk .
- Strong Board governance (majority voting, resignation policy, executive sessions, clawback, anti-pledging) and high attendance bolster investor confidence .
- Director pay structure consistent with peer median and equity-heavy mix (≥50% of director compensation in equity), promoting long-term alignment; Burgess’s 2024 package: $130k cash, $180k RSUs .
- Watch items:
- Low direct share ownership (0 beneficially owned) may signal limited immediate “skin-in-the-game,” though RSU holdings and deferral elections partially align interests .
- Advisory roles with private companies are disclosed without specific entities; no related-party transactions involving Burgess were reported, but continued monitoring for potential conflicts is prudent .
- Context:
- Say-on-pay support for executives was ~97% in 2024, indicating broad shareholder approval of compensation governance; while not director-specific, it reflects overall pay discipline .
RED FLAGS: None disclosed specific to Burgess. No related-party transactions, no hedging/pledging, independent status confirmed, and strong attendance framework across Board/committees .