Susan W. Brooks
COMMUNITY HEALTH SYSTEMSAbout Susan W. Brooks
Independent director at Community Health Systems (CYH) since 2022; age 64; member of the Governance and Nominating Committee. Former U.S. Congresswoman (IN‑5, 2013–2021) and former U.S. Attorney (Southern District of Indiana), bringing deep federal legislative, oversight, and enforcement experience that is highly relevant to a heavily regulated provider like CYH . The Board has affirmatively determined she is independent under NYSE and SEC rules; CYH reports approximately 99% Board/committee attendance in 2024 and that each director attended at least 75% of their meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. House of Representatives (IN‑5) | Congresswoman | 2013–2021 | Chair, House Ethics Committee; Member, Energy & Commerce (Health; Communications & Technology; Commerce, Manufacturing & Trade; Oversight & Investigations subcommittees); Select Committee on the Modernization of Congress; Education & Workforce; Homeland Security; co‑founded 5G Caucus; co‑chaired Women’s Caucus and Women in High Tech Coalition; NRCC Recruitment Chair |
| U.S. Department of Justice | U.S. Attorney, Southern District of Indiana | 2001–2007 | Oversaw prosecutions including Medicaid fraud and illegal opioid prescriptions |
| Ivy Tech Community College (IN) | Senior Vice President & General Counsel | 2007–2012 | System‑wide legal leadership for the state’s public community college system |
| City of Indianapolis | Deputy Mayor (Public Safety) | Prior to 2001 | Oversaw public safety operations; emergency response coordination |
| Private Practice (Indianapolis) | Attorney | Pre‑2001 | Criminal defense and government services law |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| First Merchants Corporation (Nasdaq) | Director; Chair, Nominating & Governance Committee | Financials | Current public company directorship; governance leadership role |
| Bipartisan Commission on Biodefense | Commissioner | Policy/Health Security | Current service |
| CSIS Commission on Strengthening America’s Health Security | Former Co‑Chair | Policy/Health Security | Prior service |
| Indiana Governor’s Commission on Public Health | Commissioner | State Public Health | Prior service |
| Ascension St. Vincent Hospital (Indianapolis) | Board member (non‑profit) | Healthcare | Prior service |
Board Governance
- Committee assignments: Governance & Nominating Committee member (not chair). Current committee composition shows Governance & Nominating chaired by John A. Fry; members include Susan W. Brooks .
- Independence: Affirmed independent by Board under NYSE/SEC standards .
- Attendance & engagement: CYH reports ~99% Board and committee attendance in 2024; each director attended at least 75% of meetings. All directors attended the 2024 annual meeting .
- Executive sessions: Non‑management directors met in executive session ten times in 2024; independent directors also meet in executive session at least annually .
- Board leadership: Separate Chair/CEO; robust Lead Independent Director role. Lead Director is John A. Clerico .
- Director service limits: Non‑management directors limited to ≤3 other public company boards; audit committee members limited to ≤2 other audit committees .
Fixed Compensation
| Component (Non‑Management Director) | Susan W. Brooks (2024) | Structure/Policy |
|---|---|---|
| Annual cash retainer | $130,000 | Paid quarterly; no per‑meeting fees |
| Committee chair/lead director stipends | $0 | Stipends only for Chair ($265k equity), Lead Director ($35k cash), Audit ($20k cash), Comp ($15k cash), Gov/Nom ($12,250 cash); Brooks not in these roles |
| Deferred fees election | None for 2024 | Directors could defer cash; none elected to defer in 2024 |
Performance Compensation
| Equity Element | 2024 Grant | Terms |
|---|---|---|
| Time‑based RSUs | Grant date fair value ~$180,000; 62,718 RSUs granted on Mar 1, 2024 (price $2.87) | Vests 1/3 annually over 3 years while serving; full vest on death/disability/other non‑cause separation; optional deferral available (Brooks not listed among 2024 deferrers) |
| Equity mix policy | ≥50% of non‑management director comp in equity | Aligns with long‑term stockholder interests |
| Equity grant timing | Annual grants approved Feb; grant date Mar 1; no information‑timing practices | Options priced at grant close; outside blackout periods |
Note: CYH does not use performance‑based equity for directors; RSUs are time‑based (no operational/TSR metrics) .
Other Directorships & Interlocks
- Current public company directorship: First Merchants Corporation (Nasdaq); chairs its nominating and governance committee .
- Interlocks: CYH discloses Compensation Committee interlocks for 2024 (Clerico, Ely, Fry, Hirsch); Brooks is not on the Compensation Committee—no interlocks involving her are disclosed .
- Service limits policy mitigates overboarding risk .
Expertise & Qualifications
- Government/regulatory: Chair, House Ethics; Energy & Commerce (Health), Homeland Security, oversight experience; U.S. Attorney background in healthcare fraud/opioids—critical for compliance culture and payor/government relations .
- Health policy and biodefense: Biodefense commission roles; health security policy leadership .
- Governance: Chairs nom/gov at a public financial company; contributes to CYH’s Gov/Nom work including governance, director compensation program review, and ESG oversight scope defined in committee charter .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 52,206 | As of Mar 3, 2025; <1% of shares outstanding |
| RSUs outstanding (not in beneficial count) | 117,263 | As of Mar 3, 2025 (time‑based RSUs) |
| RSUs held as of Dec 31, 2024 (context) | 88,124 | Non‑management director RSUs outstanding at year‑end 2024 |
| Ownership guidelines | 5x annual cash retainer for directors; 5‑year compliance window; 100% net‑share retention until met | Time‑based RSUs count toward guideline; pledging/hedging prohibited |
Governance Assessment
- Strengths:
- Clear independence and relevant expertise in federal oversight, healthcare regulation, and ethics—valuable in a leveraged, highly regulated operator facing payor, compliance, and cybersecurity risk .
- Strong engagement culture at CYH (≈99% attendance; frequent executive sessions), with robust governance features (separate Chair/CEO, Lead Independent Director, clawback, anti‑hedging/pledging) supporting board effectiveness .
- Ownership alignment via mandatory equity mix and 5x retainer stock ownership guideline with hold‑until‑met feature (time‑based RSUs count) .
- Considerations:
- As a Governance & Nominating Committee member, she participates in recommending director compensation; CYH mitigates self‑interest risk through Mercer’s independent benchmarking and multi‑committee oversight .
- No director‑specific related‑party transactions or share pledging disclosed; company policy prohibits hedging/pledging, reducing alignment risk .
- RED FLAGS: None identified for Brooks. CYH disclosed a related‑party consulting agreement with a former executive (not a director), approved by the Audit & Compliance Committee, but no Brooks involvement is indicated .
Director Compensation (Detail)
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $130,000 |
| RSU Awards (grant date fair value) | $180,000 |
| Total | $310,000 |
Related Policies and Signals
- Clawback: Amended and restated to conform with SEC/NYSE; mandatory recovery on restatement for Section 16 officers; discretionary for others involved in misconduct (good governance signal, though director equity typically not “incentive‑based”) .
- Insider trading/Grant timing: Structured to avoid information timing; annual grants dated Mar 1 .
- Say‑on‑Pay: 97% approval at 2024 annual meeting—an indirect positive signal for overall governance credibility with investors .
Summary Implications for Investors
- Brooks’ regulatory and ethics oversight background enhances board oversight of compliance, reimbursement, and legislative risk at CYH; independence and attendance support board effectiveness .
- Her compensation and ownership structure align with shareholders through mandated equity and ownership guidelines; no conflicts, pledging, or related‑party exposures are disclosed involving her .