William Norris Jennings, M.D.
COMMUNITY HEALTH SYSTEMSAbout William Norris Jennings, M.D.
Independent director of Community Health Systems (CYH), age 81, serving on the Board since 2008. A retired family medicine physician with more than 40 years of practice, Jennings most recently worked within KentuckyOne Health in Louisville; he served on its quality committee and previously chaired the quality committee for The Physician Group affiliated with Jewish Hospital & St. Mary’s HealthCare. From 1971 to 2005, he was managing partner of Southend Medical Clinic, PSC. The Board has affirmatively determined he is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KentuckyOne Health (Louisville, KY) | Family medicine physician; quality committee member | Most recent affiliation; system formed via 2012 merger | Quality oversight; physician practice management perspective |
| The Physician Group (affiliated with Jewish Hospital & St. Mary’s HealthCare) | Quality committee chair | Prior to 2012 merger | Led quality committee; risk and quality oversight experience |
| Southend Medical Clinic, PSC | Managing Partner | 1971–2005 | Practice management; operational oversight in community medicine |
External Roles
- No current public company directorships or committee roles disclosed in the proxy biography .
Board Governance
- Committee assignments: Member, Governance & Nominating Committee; not a chair (current chair: John A. Fry) .
- Independence: Affirmatively determined independent; all Board committees consist solely of independent directors .
- Attendance and engagement: In 2024 the Board held five regular and one special meeting; each director attended at least 75% of Board and applicable committee meetings; overall Board and committee attendance was approximately 99% in 2024; all directors attended the 2024 Annual Meeting of Stockholders .
- Executive sessions: Non-management directors meet regularly; independent directors meet in executive session at least annually .
Fixed Compensation (Director Pay – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash stipend | $130,000 | Standard non-management director cash retainer |
| Lead Director stipend | $0 | Not Lead Director; Lead Director stipend is $35,000 (for context) |
| Committee chair stipend | $0 | Not a chair; chair stipends: Audit $20,000; Compensation $15,000; Governance & Nominating $12,250 (for context) |
| Meeting fees | $0 | Company does not pay separate meeting attendance fees |
| Payment schedule | Quarterly | Cash stipends paid quarterly |
Performance Compensation (Director Equity – 2024)
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Time-based RSUs | Mar 1, 2024 | 62,718 | $180,000 | 1/3 on each of the first three anniversaries | Value based on $2.87 closing price; Jennings elected to defer receipt of shares issued upon vesting in 2024 |
- Director equity awards are time-based; no performance metrics (e.g., EBITDA, TSR) apply to non-management director RSUs .
- At least 50% of non-management directors’ annual compensation (excluding certain stipends) must be paid in equity to align interests with stockholders .
Other Directorships & Interlocks
- None disclosed for Jennings; the proxy biography does not list any current public company boards for him .
Expertise & Qualifications
- Physician perspective grounded in community practice typical of CYH facilities; advisory role on physician practice organization and operations .
- Risk and quality oversight experience; insight into quality measures and reporting; electronic health records; federal regulation of practitioner-hospital relationships .
- Governance fit: contributes sector-specific operating expertise to Governance & Nominating deliberations .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Common shares beneficially owned | 78,468 | Less than 1% of outstanding shares (based on 140,391,581 shares) |
| Ownership percentage | <1% | “*” denotes <1% per proxy table |
| RSUs outstanding (12/31/2024) | 163,447 | RSUs held; includes amounts subject to deferral elections |
| RSUs excluded from beneficial ownership (3/3/2025) | 223,248 | RSUs held as of record date excluded from “beneficial” definition |
| Stock units accrued under Directors’ Fees Deferral Plan | 69,653.389 | Excluded from beneficial ownership; payable in stock per deferral elections |
| Options exercisable within 60 days | 0 | No options currently exercisable or within 60 days |
| Pledging/hedging of company stock | Prohibited | Company policy prohibits pledging and hedging; no pledging disclosed |
Insider Trades (Form 4 highlights)
| Date | Transaction | Units | Price/Fair Value | Notes |
|---|---|---|---|---|
| Mar 1, 2024 | Grant of time-based RSUs | 62,718 | $180,000 (at $2.87 close) | 1/3 vesting annually; Jennings elected to defer receipt of shares upon vesting |
| Mar 3, 2025 | Form 4 filed | — | — | Filing notes director equity activity; see SEC link for details |
Governance Assessment
-
Strengths
- Independence, high Board-wide attendance, and regular executive sessions support board effectiveness and investor confidence .
- Sector expertise (quality, EHRs, practitioner-hospital regulation) adds practical oversight value for a hospital operator .
- Equity-heavy director pay with deferral elections aligns incentives with long-term shareholder value; pledging/hedging prohibited, reducing misalignment risk .
-
Potential concerns
- Long tenure (Director since 2008) and advanced age (81) may raise succession planning and refreshment considerations, though independence is affirmed annually .
- Director equity awards are time-based with no performance conditions, which limits direct pay-for-performance linkage for directors (standard practice but reduces performance sensitivity) .
-
Related-party exposure
- No related-party transactions involving Jennings were disclosed for 2024–2025; company policy requires Audit & Compliance Committee review of any related person transactions .
-
Shareholder signals
- 2024 Say‑on‑Pay support was ~97% for named executive officer compensation, suggesting broad investor support for CYH’s pay practices and oversight; while focused on executives, it reflects overall governance credibility .
RED FLAGS: None identified related to pledging/hedging, loans, or related-party transactions for Jennings; monitor board refreshment given long tenure and age .
Sources:
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