Wayne T. Smith
COMMUNITY HEALTH SYSTEMSAbout Wayne T. Smith
Non-executive Chairman of the Board at Community Health Systems (CYH); age 79; director since 1997; Chairman since 2001; previously CEO (1997–2020) and Executive Chairman (2021–Jan 2023). Prior to CYH, he was President and COO at Humana for 23 years and served on Humana’s board. He is not an independent director under NYSE and company guidelines due to his former executive role; CYH maintains separate Chair/CEO roles pursuant to a 2024 derivative settlement for at least five years . He serves on Auburn University’s Board of Trustees and previously served on the boards of Praxair (audit; later compensation chair) and Citadel Broadcasting (audit) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community Health Systems (CYH) | Chief Executive Officer; Executive Chairman | CEO 1997–2020; Executive Chair 2021–Jan 2023 | Led CYH’s growth into a large public provider; transitioned to non-executive Chair Jan 2023 . |
| Humana, Inc. | President & Chief Operating Officer; Director | ~23 years prior to 1997 | Senior operating leadership at major managed care company . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Auburn University | Board of Trustees | Current | Trustee . |
| Federation of American Hospitals | Past Chair, Board | Past | Industry leadership; policy voice . |
| Nashville Area Chamber of Commerce | Past Chair; former Board Member | Past | Community and business leadership . |
| Nashville Health Care Council | Past Chair; former Board Member | Past | Industry ecosystem leadership . |
| Praxair (public) | Director | Past | Audit (initially), later Compensation Committee (former Chair) . |
| Citadel Broadcasting (public) | Director | Past | Audit Committee member . |
Board Governance
- Role and independence: Non-executive Chairman; not independent under CYH/NYSE standards (former CEO). Lead Independent Director is John A. Clerico. CYH separates Chair/CEO roles and must maintain separation for five years under a January 2024 derivative settlement .
- Committees: Not listed as serving on standing committees; committees (Audit & Compliance; Compensation; Governance & Nominating) are fully independent .
- Attendance and engagement: 2024 Board met 5 regular + 1 special; each director attended at least 75% of Board and committee meetings; overall Board/committee attendance ~99% in 2024; all directors attended the 2024 annual meeting. Non-management directors held 10 executive sessions in 2024; Chair generally presides; independent directors also meet in executive session at least annually .
- Governance practices: Majority voting with resignation policy; proxy access; prohibition on pledging/hedging; equity ownership guidelines for directors; executive succession planning sessions .
Fixed Compensation (Non-Employee Director Pay – 2024)
| Component | Amount/Detail | Source |
|---|---|---|
| Annual cash retainer | $130,000 (paid quarterly) | |
| Board Chair additional stipend | $265,000 paid as additional equity award | |
| Standard annual director equity grant | 62,718 RSUs (grant date 3/1/2024; $180,000 fair value at $2.87/share; three-year 1/3 vesting; acceleration on certain departures; deferral election available) | |
| Chair additional equity grant | 92,334 RSUs to Mr. Smith (grant date 3/1/2024; $265,000 fair value at $2.87/share; same vesting/deferral mechanics) | |
| Meeting fees | None | |
| 2024 non-management director total (Mr. Smith) | Cash $130,000; RSU awards $445,000; Total $575,000 |
Performance Compensation
- CYH discloses no performance-based cash/equity for non-management directors; Mr. Smith’s equity is time-based RSUs with standard vesting/deferral features (no director performance metrics) .
Other Directorships & Interlocks
| Company/Organization | Status | Notes |
|---|---|---|
| Auburn University (Trustees) | Current | Board of Trustees . |
| Praxair (public) | Prior | Audit; later Compensation (Chair) . |
| Citadel Broadcasting (public) | Prior | Audit Committee . |
| Federation of American Hospitals; Nashville Chamber; Nashville Health Care Council | Prior leadership | Past chairs/board roles . |
Expertise & Qualifications
- Decades of healthcare operations leadership (hospitals/outpatient and managed care); repeatedly recognized among “100 Most Influential People in Healthcare” and as a top sector CEO by Institutional Investor; deep board leadership experience .
- Policy and industry network connectivity via prior trade association and civic leadership roles .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 7,696,792 | 5.5% of outstanding as of Mar 3, 2025; includes 371,250 options exercisable within 60 days . |
| Ownership % of outstanding | 5.5% | Based on 140,391,581 shares outstanding . |
| Options exercisable (≤60 days) | 371,250 | Included in beneficial ownership . |
| Unvested RSUs (excluded from beneficial) | 287,210 | Outstanding as of Mar 3, 2025 . |
| Deferred stock units | 35,609.300 units | Accrued under Directors’ Fees Deferral Plan . |
| Pledging/hedging | Prohibited by policy | Company policy prohibits pledging/hedging of CYH stock . |
| Ownership guidelines | In place for directors | “Aligned with industry standards” . |
Related-Party Transactions and Conflicts
- CYH disclosed one related-party consulting agreement in 2025 proxy (former CMO Dr. Simon); no transactions involving Mr. Smith were disclosed since Jan 1, 2024. Related-party transactions are reviewed under CYH’s policy by the Audit & Compliance Committee .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay approval ~97% of votes cast; board emphasizes pay-for-performance and investor engagement .
Governance Assessment
- Strengths:
- Separate Chair/CEO structure with robust Lead Independent Director and fully independent committees; frequent executive sessions; strong attendance (~99% across 2024) .
- Prohibitions on hedging/pledging; equity ownership guidelines for directors; proxy access; majority voting with resignation policy .
- Considerations for investors:
- Mr. Smith is not independent (former CEO), yet serves as non-executive Chair; however, separation of roles is mandated for five years by settlement, and a strong Lead Independent Director is in place .
- Significant ownership (5.5%) aligns interests but concentrates influence; no pledging permitted by policy .
- Director equity grants are time-based (no director performance metrics), standard for boards but note lack of performance linkage for director equity .
No director-specific attendance shortfalls, insider Form 4 activity, or related-party dealings involving Mr. Smith were disclosed in the latest proxy. All committees are fully independent and chaired by independent directors **[1108109_0000950170-25-050483_cyh-20250401.htm:27]** **[1108109_0000950170-25-050483_cyh-20250401.htm:51]** **[1108109_0000950170-25-050483_cyh-20250401.htm:52]**.