DEF 14A of Community Health Systems Inc, Mar 28, 2024

DEF 14A of Community Health Systems Inc

Filed Mar 28, 2024 · FY20230001193125-24-080702

Open on EDGAR

  1. Non-Management Director Compensation

    Non-Management Director Compensation The following table summarizes the aggregate fees earned and the value of equity-based awards earned by our then-serving non-management directors for 2023 for serving on our Board:

  2. Non-Management Director Compensation

    | Name | Fees Earned or Paid in Cash ($) (1) | Restricted Stock Unit Awards ($) (2) | Total Compensation ($) | | Susan W. Brooks | 130,000 | 180,000 | 310,000 | | Ronald L. Burgess, Jr. | 39,212 | — | 39,212 | | John A. Clerico | 165,000 | 180,000 | 345,000 | | Michael Dinkins | 150,000 | 180,000 | 330,000 | | James S. Ely III | 145,000 | 180,000 | 325,000 | | John A. Fry | 142,250 | 180,000 | 322,250 | | Joseph A. Hastings, D.M.D. | 130,000 | 180,000 | 310,000 | | Elizabeth T. Hirsch | 130,000 | 180,000 | 310,000 | | William Norris Jennings, M.D. | 130,000 | 180,000 | 310,000 | | K. Ranga Krishnan, MBBS | 130,000 | 180,000 | 310,000 | | Wayne T. Smith | 130,000 | 445,000 | 575,000 | | H. James Williams, Ph.D. | 130,000 | 180,000 | 310,000 |

  3. Non-Management Director Compensation

    | (1) This amount includes the annual cash stipend paid to all non-management directors and the additional annual cash stipends paid to our Lead Director and to the chairs of the Board’s three committees as noted above. All fees for 2023 were paid in cash to each non-management director except for Dr. Krishnan and Mr. Smith, who each elected for the entire amount of his fees to be deferred into a stock unit account pursuant to the Company’s Directors’ Fees Deferral Plan. Gen. Burgess joined the Board during the third quarter of 2023. The amount paid to Gen. Burgess reflects the prorated cash stipend payable to him for 2023. |

  4. Non-Management Director Compensation

    | (2) This amount reflects the aggregate grant date fair value of director compensation earned in the form of restricted stock unit awards. This grant is based on the portion of his or her annual compensation that is allocated to equity. For 2023, this value-based award amount to each non-management director (other than Gen. Burgess, who joined the Board during the 3rd quarter of 2023, and, therefore, did not receive any stock-based compensation for 2023) was for 29,268 restricted stock units granted on March 1, 2023 ($6.15 per share). On that date, Mr. Smith also received an additional 43,089 restricted stock units as payment of his additional annual stipend as non-executive Board Chair. The grant date fair value was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). As of December 31, 2023, a total of 775,926 restricted stock units were outstanding and held by our non-management directors, including 41,056 restricted stock units held by Ms. Brooks; 47,488 restricted stock units held by each of Messrs. Clerico, Dinkins and Fry; 94,835 restricted stock units held by each of Mr. Ely and Dr. Williams (including restricted stock units held pursuant to each of these individuals’ prior election to defer the receipt of shares of the Company’s Common Stock upon the vesting of certain of their restricted stock unit grants); 46,950 restricted stock units held by Dr. Hastings (including restricted stock units held pursuant to his prior election to defer the receipt of shares of the Company’s Common Stock upon the vesting of certain of his restricted stock unit grants); 81,971 restricted stock units held by Ms. Hirsch (including restricted stock units held pursuant to her prior election to defer the receipt of shares of the Company’s Common Stock upon the vesting of certain of her restricted stock unit grants); 100,729 restricted stock units held by each of Dr. Jennings and Dr. Krishnan (including restricted stock units held pursuant to each of these individuals’ prior election to defer the receipt of shares of the Company’s Common Stock upon the vesting of certain of their restricted stock unit grants); and 72,357 restricted stock units held by |

  5. Non-Management Director Compensation

    | Mr. Smith (including restricted stock units held pursuant to his prior election to defer the receipt of shares of the Company’s Common Stock upon the vesting of certain of his restricted stock unit grants). |

  6. MEMBERS OF THE BOARD OF DIRECTORS

    MEMBERS OF THE BOARD OF DIRECTORS Each of the Company’s director nominees are nominated for election to a term of one (1) year. Upon the recommendation of the Governance and Nominating Committee, the fourteen (14) persons listed in the table below are nominated for election at the Meeting, each to serve as a director for a term of one (1) year and until his or her successor is elected and qualified.

  7. MEMBERS OF THE BOARD OF DIRECTORS

    | Name | Age | Position | | Susan W. Brooks | 63 | Director | | Ronald L. Burgess, Jr. | 71 | Director | | John A. Clerico | 82 | Lead Director | | Michael Dinkins | 70 | Director | | James S. Ely III | 66 | Director | | John A. Fry | 63 | Director | | Joseph A. Hastings, D.M.D. | 69 | Director | | Tim L. Hingtgen | 56 | Chief Executive Officer and Director | | Elizabeth T. Hirsch | 70 | Director | | William Norris Jennings, M.D. | 80 | Director | | K. Ranga Krishnan, MBBS | 67 | Director | | Wayne T. Smith | 78 | Chairman of the Board of Directors | | H. James Williams, Ph.D. | 69 | Director | | Fawn D. Lopez | 64 | Director Nominee |

  8. MEMBERS OF THE BOARD OF DIRECTORS

    | Susan W. Brooks | Director Since 2022 |

  9. MEMBERS OF THE BOARD OF DIRECTORS

    Ms. Brooks is currently retired. She is a former Congresswoman and former U.S. Attorney. From 2013 to 2021, she served as the U.S. Representative for the 5th District of Indiana, where she was instrumental in legislation to reform emergency response, healthcare, manufacturing, technology innovation, higher education and public safety. Ms. Brooks served as the Chair for the House Ethics Committee and was a member of the House Energy and Commerce Committee. She also held subcommittee roles in Health; Communications and Technology; Commerce, Manufacturing and Trade; and Oversight and Investigations. Ms. Brooks served on the Select Committee on the Modernization of Congress and on the House Committee on Education and Workforce and Homeland Security Committee. She also co-founded the 5G Caucus with a goal of positioning the United States as a leader in 5G wireless technology. Ms. Brooks co-chaired the Women’s Caucus and Women in High Tech Coalition and served as the Recruitment Chair for the National Republican Congressional Committee (NRCC). In this role, she recruited 94 women and 75 minority candidates who stood for election to Congress on general election ballots. Prior to serving in Congress, Ms. Brooks was Senior Vice President and General Counsel for Ivy Tech Community College, the public community college system for the state of Indiana, from 2007 to 2012. From 2001 to 2007, she served as U.S. Attorney for the Southern District of Indiana, where she oversaw the prosecution of Medicaid fraud and illegal opioid prescriptions. Prior to her appointment as U.S. Attorney, Ms. Brooks’ broad professional experience included practicing criminal defense law and later government services law at law firms in Indianapolis, Indiana. She also served as Deputy Mayor for the City of Indianapolis overseeing public safety operations and helped manage law enforcement and emergency response efforts. Ms. Brooks serves on the board of directors of First Merchants Corporation, a Nasdaq-listed financial holding company headquartered in central Indiana, and serves on its nominating and governance committee. In addition, Ms. Brooks currently serves on the Bipartisan Commission on Biodefense and formerly served as the co-chair of the CSIS Commission on Strengthening America’s Health Security, both based in Washington, DC. Ms. Brooks served on the Indiana Governor’s Commission on Public Health. She has also served on several non-profit boards, including Ascension St. Vincent Hospital in Indianapolis. Ms. Brooks has received numerous awards, including the Congressional Champion Award from the Association of Maternal and Child Health Programs and the Congressional Leadership Award from the Community Anti-Drug Coalitions of America, both in 2020; and the Champion of Healthcare Innovation Award from the Healthcare Leadership Council and the Legislator of the Year from the Indiana Health Industry Forum, both in 2015. Ms. Brooks’ deep knowledge of and experience in both the legislative and judicial branches of the Federal government provide our Board with valuable insight into the governmental processes and priorities that impact the heavily-regulated industry in which we operate. In addition, through her diverse experience, including advising public and privately-held companies, non-profits, educational institutions, hospitals and physician practices, she has an understanding of the healthcare industry as well as to other sectors with which our Company frequently interacts.

  10. MEMBERS OF THE BOARD OF DIRECTORS

    | Lt. Gen. Ronald L. Burgess, Jr., US Army (Retired) | Director Since 2023 |

  11. MEMBERS OF THE BOARD OF DIRECTORS

    Audit and Compliance Committee Gen. Burgess served in the U.S. Army for 38 years until his retirement from the military in 2012, rising to the rank of Lieutenant General. From March 2009 to July 2012, Gen. Burgess served as the head of the United States Defense Intelligence Agency. From June 2006 to October 2007 and again in January and February of 2009, he served as acting Principal Deputy Director of National Intelligence. In these roles, Gen. Burgess provided advice and expertise regarding national security to the President of the United States, the Secretary of Defense, the Director of National Intelligence, the Chairman of the Joint Chiefs of Staff and Congressional leaders. Gen. Burgess has served as a special advisor to the president of Auburn University in Auburn, Alabama since July 2023. Prior to that, he served Auburn University as executive vice president from May 2018 until his retirement in June 2023, and as senior counsel for national security from December 2012 until May 2018. In these roles, Gen. Burgess has advised the university’s president on matters related to the overall direction, management, and effective administrative operations of the university in support of its mission, strategic plan, core values and vision. Gen. Burgess interfaced and coordinated with federal and state government representatives as well as private entities on all matters related to cybersecurity and national security, including briefing members of Congress and the Alabama legislature and their staffs on matters relating to cybersecurity threats, issues related to the United States military, and current world events and their potential impact. Gen. Burgess also serves on the advisory boards of a number of privately-held companies, including in the technology and healthcare fields. During his military career, Gen. Burgess received numerous military awards and honors, including the Defense Distinguished Service Medal, the Defense Superior Service Medal, the Legion of Merit, the Meritorious Service Medal, the Joint Service Commendation Medal, the Army Commendation Medal, the Army Achievement Medal, and the NATO Medal (from the former Republic of Yugoslavia). He was also recognized with awards by the governments of Colombia and Bolivia, was presented with the Order of the Star of Romania by the president of Romania and was inducted into the National Order of the Legion of Honor by the president of France. He has been inducted into the United States Army Military Intelligence Hall of Fame and has received the Lifetime Achievement Award from the Auburn University Alumni Association. Gen. Burgess has also received multiple honorary degrees. Gen. Burgess’ expertise in cybersecurity and information systems are a valuable asset to the Board and the Audit and Compliance Committee in their oversight of the Company’s information security, data security, data privacy, and other cybersecurity programs, procedures and risks. Moreover, his demonstrated leadership skills and experience in developing and carrying out a strategic vision both in the military and at a major university provide an additional perspective to the Board. His familiarity with interfacing with individuals at all levels of the federal and state government also provides additional insight to the Board in navigating the highly-regulated industry in which the Company operates. Gen. Burgess’ experience in advising privately-held companies in fields such as technology and healthcare gives him additional knowledge of areas that are important to the Company.

  12. MEMBERS OF THE BOARD OF DIRECTORS

    | John A. Clerico | Director Since 2003 |

  13. MEMBERS OF THE BOARD OF DIRECTORS

    Lead Director Compensation Committee Member Mr. Clerico serves as our Lead Director. Since 2000, when Mr. Clerico co-founded ChartMark Investments, Inc., a registered investment advisor providing portfolio management, investment consulting and financial planning solutions to individuals, small businesses and institutions, he has served as its chairman and as a registered financial advisor. From 2006 until 2012, Mr. Clerico served on the board of directors of Global Industries, Ltd., a provider of solutions for offshore oil and gas construction, engineering, project management and support services, with prior service on its audit, compensation and finance (chair) committees. In 2008, Mr. Clerico resigned from these committees upon his appointment as chairman of the board and interim chief executive officer. He stepped down as Global Industries, Ltd.’s interim chief executive officer in 2010 but continued to serve as chairman of its board through 2011, when Global Industries, Ltd. was acquired by Technip S.A. From 1992 to April 2000, he served as an executive vice president and chief financial officer and on the board of directors of Praxair, a supplier of industrial gases and coatings and related healthcare services and technologies. From 1983 until its spin-off of Praxair in 1992, he served as an executive officer of Union Carbide Corporation in various financial and accounting areas. Mr. Clerico recently retired as a member of the board of directors of Educational Development Corporation, a Nasdaq-listed trade publisher and distributor of children’s books, where he served as lead independent director as well as on its on its audit (chair), nominating and corporate governance (chair), compensation (chair), and executive committees. Mr. Clerico brings executive leadership experience and skills to the Board. He has held the positions of chairman of the board, chief executive officer, co-chief operating officer, chief financial officer and treasurer at various points of his career. His extensive experience in industries (chemical and industrial gases) with a high risk profile give him a unique perspective on risk oversight. In addition, his prior service as chair of both our Board’s Audit and Compliance Committee and Compensation Committee lend important continuity to the Board’s financial, audit, compliance and compensation oversight functions. Finally, having formed and operated his own investment company, Mr. Clerico also brings the investor perspective to the Board’s review activities.

  14. MEMBERS OF THE BOARD OF DIRECTORS

    | Michael Dinkins | Director Since 2017 |

  15. MEMBERS OF THE BOARD OF DIRECTORS

    Audit and Compliance Committee Chair Mr. Dinkins has served as president and chief executive officer of Dinkins Financial, a consulting firm that helps small businesses gain access to capital, since October 2017. From 2008 until May 2012, Mr. Dinkins served on the board of directors of Integer Holdings Corporation (formerly known as Greatbatch, Inc.), a medical device outsource manufacturer, where he also served on its audit committee and compensation and organization committee. In May 2012, Mr. Dinkins resigned from Integer Holdings Corporation’s board of directors and its committees in conjunction with his appointment as senior vice president (later executive vice president) and chief financial officer of Integer Holdings Corporation, a position he held until his retirement in March 2017. In this role, he provided executive oversight to that company’s information security function. From 2008 until 2012, Mr. Dinkins served as executive vice president and chief financial officer of USI Insurance Services, an insurance intermediary company. From 2005 until 2008, he was executive vice president and chief financial officer of Hilb Rogal & Hobbs Co., an insurance and risk management services company. Mr. Dinkins was vice president, global control & reengineering at Guidant Corporation from 2004 to 2005, and vice president and chief financial officer for NCR Worldwide Customer Service Operation from 2002 to 2004. Prior to 2002, he held senior positions at Access Worldwide Communications, Inc., Cadmus Communications Group and General Electric Company. Mr. Dinkins serves on the board of directors and the audit and compliance committee (chair) of The Shyft Group, Inc., a Nasdaq-listed manufacturer and upfitter of specialty vehicles for the commercial, retail and service specialty vehicle markets. He served on the board of directors of Crane Co., a New York Stock Exchange-listed company, until April 2023 when that company spun out Crane NXT, Co. as a separate a New York Stock Exchange-listed company. At that time, Mr. Dinkins resigned from the Crane Co. board and began serving on the board of directors of Crane NXT, Co., an industrial technology company in the global payment and currency markets that provides trusted technology solutions to secure, detect, and authenticate customer’s products. He also serves on its audit and compliance (chair) and executive committee. Mr. Dinkins is also a former director of LandAmerica Financial Group, Inc. Mr. Dinkins rejoined the board of the National Council on Compensation Insurance in August 2022 and serves on its audit and governance committees. He previously served on that board from 2015 to 2020, including service on its audit, finance, and governance committees. Mr. Dinkins brings extensive experience as a board member and a chief financial officer of a publicly-traded company to the Board, as well as knowledge of complex financial and operational issues facing large organizations and an understanding of operations and financial strategy in challenging environments. Through his role as a chief financial officer, he has also overseen the information technology risk assessment processes of a company. In addition, Mr. Dinkins brings the perspective of the insurance industry and the medical device industry to the Board, both of which are important related industries for the Company.

  16. MEMBERS OF THE BOARD OF DIRECTORS

    | James S. Ely III | Director Since 2009 |

  17. MEMBERS OF THE BOARD OF DIRECTORS

    Compensation Committee Chair Audit and Compliance Committee Member Mr. Ely founded PriCap Advisors, LLC, an investment management firm, in 2009 and has served as its chief executive officer since its inception. From 1995 to 2008, he was a Managing Director in the Leveraged Finance Group at JPMorgan Chase & Co., where he was responsible for structuring and arranging syndicated loans and high yield issues in the healthcare, aerospace, defense and other sectors. Mr. Ely’s service with JPMorgan’s predecessor institutions commenced in 1987. He serves on the board of directors of Select Medical Holdings Corporation, a New York Stock Exchange-listed provider of long-term hospitalization services, and serves as chair of both its audit and compliance and nominating and corporate governance committees. Mr. Ely’s educational background (MBA in finance and accounting from the University of Chicago) and extensive (over twenty years) experience in the financing industry, and in the healthcare sector in particular, provide a needed area of expertise among the independent Board members. In addition, his years of prior service as the chair of our Board’s Audit and Compliance Committee provides valuable continuity to the Board’s financial, audit, and compliance oversight functions. Finally, he is able to assist the Board members and management in evaluating financing opportunities, as he has specific experience in financing the types of indebtedness reflected on the Company’s balance sheet.

  18. MEMBERS OF THE BOARD OF DIRECTORS

    | John A. Fry | Director Since 2004 |

  19. MEMBERS OF THE BOARD OF DIRECTORS

    Governance and Nominating Committee Chair Mr. Fry has served as president of Drexel University in Philadelphia, Pennsylvania since 2010. Prior to becoming president of Drexel University, Mr. Fry served as president of Franklin & Marshall College in Lancaster, Pennsylvania from 2002 until 2010. From 1995 to 2002, he was executive vice president of the University of Pennsylvania and served as the chief operating officer of the university and as a member of the executive committee of the University of Pennsylvania Health System. Mr. Fry also serves on the board of directors of vTV Therapeutics Inc., a Nasdaq-listed clinical-stage pharmaceutical company focused on the discovery and development of human therapeutics, and serves on its compensation committee (chair) and audit committee. Mr. Fry’s experience as the president of an academic institution, together with his prior experience with the University of Pennsylvania Health System and service on the boards of a number of non-profit institutions, brings two important perspectives to the Board. His familiarity with the governance issues faced by non-profit organizations assists the Board in understanding the competitive environment in which many of the Company’s competitors and acquisition targets operate. His educational background (MBA in accounting from New York University) and his experience in financial management, financial reporting, audit and compliance, and risk management are all skill sets available to and needed by the Board. In his role as president of an academic institution, he works with that institution’s information technology and security team to understand and prepare for cybersecurity risks, including incident response and business continuity planning.

  20. MEMBERS OF THE BOARD OF DIRECTORS

    | Joseph A. Hastings, D.M.D. | Director Since 2021 |

  21. MEMBERS OF THE BOARD OF DIRECTORS

    Governance and Nominating Committee Member Dr. Hastings is a private practice orthodontist in Mobile, Alabama with approximately 40 years of healthcare experience. Dr. Hastings previously served on the board of directors of Quorum Health Corporation, an operator of general acute care hospitals and outpatient services, from 2016 until 2020, where he also served on its compensation committee, governance committee, and patient safety and quality of care committee. He has served in numerous dental and orthodontic leadership positions in local, state, and national societies. Dr. Hastings is board certified in orthodontics and has been published in several orthodontic journals. He also holds two United States patents. Dr. Hastings graduated with honors from the University of Alabama at Birmingham School of Dentistry, and completed his post-doctoral training at the Louisiana State University School of Dentistry in New Orleans. Dr. Hastings brings the perspective of a healthcare practitioner as well as prior experience as a public-company board member to the Board. His experience in managing a healthcare practice is similar to that of many of the Company’s affiliated physician practices, and he can provide valuable advice to the Board and management regarding trends in both medicine and the organization and operation of healthcare practices.

  22. MEMBERS OF THE BOARD OF DIRECTORS

    | Tim L. Hingtgen | Director Since 2017 |

  23. MEMBERS OF THE BOARD OF DIRECTORS

    Mr. Hingtgen has served as our Chief Executive Officer since January 2021. Prior to that, he served as President and Chief Operating Officer from September 2016 through December 2020. In his role as Chief Executive Officer, he is responsible for strategic and operational priorities of the Company, and providing oversight and direction to the senior corporate and regional operations leaders who directly support the Company’s affiliated markets and related acute and ambulatory offerings. Mr. Hingtgen joined us in 2008 as a vice president of division operations, and, in January 2014, he was promoted to division president. In that position, he oversaw the operations of our affiliated markets in the western United States. In May 2016, Mr. Hingtgen was promoted again to executive vice president of operations. In that position he worked directly with the Company’s chief executive officer, chief operating officer and chief financial officer to advance the Company’s strategic priorities and to help elevate operational and financial performance in key markets. Mr. Hingtgen has over 20 years of healthcare management experience. Prior to joining us, he held chief executive officer and chief operating officer positions at for-profit hospitals in Arizona, Indiana and Nevada. Mr. Hingtgen has a master’s degree in business administration from the University of Nevada, Las Vegas. As the Company’s chief executive officer, Mr. Hingtgen brings a deep perspective on the strategic development of the Company and its business lines, as well as the operation of hospitals, outpatient care centers, and integrated network delivery systems. He was named one of the 100 Most Influential People in Healthcare in Modern Healthcare’s peer-voted list for 2022 and 2023. His vision and implementation of the corporate-wide efforts to strengthen the Company’s overall operations and support of organic growth and the delivery of high quality healthcare services are needed inputs on the Board’s development of its agenda.

  24. MEMBERS OF THE BOARD OF DIRECTORS

    | Elizabeth T. Hirsch | Director Since 2018 |

  25. MEMBERS OF THE BOARD OF DIRECTORS

    Audit and Compliance Committee Member Compensation Committee Member Ms. Hirsch is currently retired. She served as vice president and controller of Praxair from 2010 until her retirement in August 2016. In that role, she was responsible for Praxair’s global financial statement consolidation and SEC reporting. Prior to becoming controller, Ms. Hirsch served as Praxair’s director and then vice president of investor relations from 2002 until 2010. In that role she was recognized as the Best Investor Relations Professional in the Chemicals Sector by both buy-side and sell-side analysts in a 2011 Institutional Investor Survey. Ms. Hirsch joined Praxair in 1995 as director of corporate finance and later served as assistant treasurer. Prior to joining Praxair, she had fifteen years of experience in corporate banking, primarily at Manufacturers Hanover Trust Company. Ms. Hirsch also serves on the board of trustees of Devereux Advanced Behavioral Health, a non-profit organization providing services and leadership in the field of behavioral health. She is a member of Devereux’s executive committee, finance committee (chair), audit and compliance committee and clinical committee. Ms. Hirsch is also a trustee of the Helena Devereux Foundation. In addition, she serves on the board of directors of the Women’s Business Development Council of Connecticut, a non-profit organization providing education, technical and financial assistance to small businesses in Connecticut. Ms. Hirsch’s educational background (MBA in finance from New York University) and her years of experience as a senior accounting and finance executive in a publicly-traded corporation provide the Board with valuable additional insight in the areas of accounting and finance, including financial statement preparation, internal controls, SEC reporting and financings similar to the Company’s outstanding indebtedness, as well as in the area of environmental sustainability reporting. She also brings investor relations expertise to the Board, including an understanding of the perspective of institutional investors.

  26. MEMBERS OF THE BOARD OF DIRECTORS

    | William Norris Jennings, M.D. | Director Since 2008 |

  27. MEMBERS OF THE BOARD OF DIRECTORS

    Dr. Jennings is currently retired. For more than 40 years, he was a practicing family medicine physician, most recently with KentuckyOne Health, in Louisville, Kentucky, which was formed by the merger of Jewish Hospital & St. Mary’s HealthCare with Saint Joseph Health System in 2012. He served on KentuckyOne Health’s quality committee and formerly served as the quality committee chair for The Physician Group, which was affiliated with Jewish Hospital & St. Mary’s HealthCare prior to its merger with Saint Joseph Health System. From 1971 until 2005, when the practice was acquired by Jewish Hospital, Dr. Jennings was in private practice with Southend Medical Clinic, PSC, serving as its managing partner. Dr. Jennings brings the perspective of a physician to the Board. His career in a community practice setting is typical to that of most of the Company’s facilities and he provides advice to the Board and management about trends in medicine as well as the organization and operation of physician practices. His experience managing large physician practices, with particular focus in the areas of risk and quality oversight, offers the Board a physician’s viewpoint in these areas. He also brings practitioner insight to quality measures and reporting, electronic health records, and federal government regulation of practitioner-hospital relationships.

  28. MEMBERS OF THE BOARD OF DIRECTORS

    | K. Ranga Krishnan, MBBS | Director Since 2017 |

  29. MEMBERS OF THE BOARD OF DIRECTORS

    Governance and Nominating Committee Member Dr. Krishnan is the executive vice chairman and senior advisor to Rush University System for Health, an internationally known academic health center and health system in Chicago, Illinois. He also serves as a professor in the department of psychiatry at Rush Medical College and as emeritus professor of psychiatry at Duke University in Durham, North Carolina. Dr. Krishnan served as the chief executive officer of Rush University System for Health from 2019 to 2022. From 2015 to 2019, he served as dean of Rush Medical College and as senior vice president of Rush University Medical Center. From 2008 to 2015, Dr. Krishnan served as dean at the Duke-NUS Medical School, a joint venture between Duke University and the National University of Singapore, in Singapore. He served on the board of directors of Singapore Health Services (SingHealth), the largest healthcare system in Singapore from 2013 to 2022. Dr. Krishnan currently serves on Singapore’s Health and Biomedical Science Executive Committee and as chairman of the National Medical Research Council and the National Health Innovation Center Singapore. Prior to and during his tenure in Singapore, Dr. Krishnan was a professor in the department of psychiatry and behavioral sciences at Duke University Medical Center, including serving as chairman of psychiatry and behavioral sciences from 1998 to 2009. He is a member of several professional societies, including the American Psychiatric Association, the American Association for the Advancement of Science, the New York Academy of Sciences, and the National Academy of Medicine. Dr. Krishnan has also received numerous honors and awards, including the Distinguished Scientist Award from the American Association of Geriatric Psychiatry, and the following honors from the government of Singapore for his service to that country – the Honorary Citizen Award (the highest honor conferred to non-citizens of Singapore), the President’s Science and Technology Award, and the Public Service Medal (Friend of Singapore). Dr. Krishnan’s service as an executive and administrator at a large medical center and as the dean of two medical schools provides the Board with valuable experience in the management of physician practices and in maintaining compliance with the complex regulatory requirements of the hospital and healthcare industries.

  30. MEMBERS OF THE BOARD OF DIRECTORS

    | Wayne T. Smith | Director Since 1997 |

  31. MEMBERS OF THE BOARD OF DIRECTORS

    Chairman of the Board of Directors Mr. Smith has served as the non-executive Chairman of our Board of Directors since January 2023. He has been a member of our Board of Directors since 1997 and has served as Chairman since 2001. Mr. Smith joined us in January 1997 as President, a position he held until January 2014. From April 1997 through December 2020, he also served as our Chief Executive Officer. In January 2021, Mr. Smith was named our Executive Chairman of the Board, a position he held until he retired as an executive of the Company effective January 2023. Prior to joining us, Mr. Smith was President and Chief Operating Officer of Humana, Inc., where he served in various management positions during his 23 years with that company and also served on its board of directors. Mr. Smith also serves on the board of trustees of Auburn University. He previously served on the boards of directors of Praxair, with service initially on its audit committee and later on its compensation committee (former chair), and of Citadel Broadcasting Corporation, an owner and operator of radio stations and producer and distributor of radio programming, where he also served on its audit committee. Mr. Smith is the past-chair of the board of the Federation of American Hospitals. He is also the past-chair and a former board member of both the Nashville Area Chamber of Commerce and the Nashville Health Care Council. Mr. Smith is the uncle of Austen D. (Drew) Mason, who serves as the Regional President — Region 1 Operations of the Company as noted below. At the time of his retirement as an executive of the Company, Mr. Smith was one of the most tenured executives in the healthcare industry, with decades of experience in both the hospital and outpatient facilities sector and the managed care sector. Over the years, he garnered professional recognition from his peers, investors, and the business community. He was named one of the 100 Most Influential People in Healthcare in Modern Healthcare’s peer-voted list for 19 consecutive years. Institutional Investor magazine named Mr. Smith a Top CEO for the healthcare facilities sector multiple times. Mr. Smith was honored on several occasions as being one of the top chief executive officers in the institutional provider segment of the healthcare sector. In addition, his past experience serving on other companies’ boards of directors provides him with insight and experiences to support his leadership of the Company’s Board.

  32. MEMBERS OF THE BOARD OF DIRECTORS

    | H. James Williams, Ph.D. | Director Since 2015 |

  33. MEMBERS OF THE BOARD OF DIRECTORS

    Audit and Compliance Committee Member Dr. Williams has served as president of Mount St. Joseph University in Cincinnati, Ohio since March 2016. Mount St. Joseph University provides interdisciplinary liberal arts and professional curricula to its students, including a number of graduate and doctoral healthcare programs. Prior to that, he served as president of Fisk University, a leading liberal arts university located in Nashville, Tennessee, from February 2013 until September 2015. Fisk University is renowned for its leadership role and history in the education of African-American students. Dr. Williams also served as dean and a professor of accounting at the Seidman College of Business of Grand Valley State University in Grand Rapids, Michigan from 2004 until 2013. From 2006 until 2013, Dr. Williams served on the board of trustees of St. Mary’s Hospital, a non-profit hospital in Grand Rapids, Michigan. From 1999 until 2004, he was dean and a professor of accounting at the School of Business of North Carolina Central University in Durham, North Carolina. From 1994 to 1999, Dr. Williams was dean of the School of Management and a professor of accounting at Delaware State University in Dover, Delaware. Prior to that, he held faculty positions in the business schools at several universities. Dr. Williams also serves on the boards of several non-profit organizations. He previously served on the advisory board of Fifth Third Bank of Tennessee and as a member of the Metropolitan Nashville Airport Authority’s Air Service Coalition. Dr. Williams has also practiced law, primarily in the areas of partnership and corporate tax, as well as contract law. He started his diverse career as an accountant with Ernst & Young where he worked in the audit division with companies in the banking, textiles, automotive and shipping industries. Dr. Williams’ educational background (MBA in accounting from the University of Wisconsin-Madison; Ph.D. in accounting from University of Georgia; and J.D. and LL.M. degrees from Georgetown University Law Center) and his extensive teaching experience provide additional accounting expertise to the Board. In his role as president of an academic institution, he works with that institution’s information technology and security team to understand and prepare for cybersecurity risks, including incident response and business continuity planning. Additionally, his diverse experience, including serving as president of academic institutions and service on the boards of a number of non-profit institutions and a bank, bring a unique perspective to the Board.

  34. MEMBERS OF THE BOARD OF DIRECTORS

    | Fawn D. Lopez | Nominee |

  35. MEMBERS OF THE BOARD OF DIRECTORS

    Ms. Lopez is currently the publisher emeritus of Modern Healthcare, a leading source of healthcare business and policy news, research and information published by Crain Communications, Inc. During her tenure as the publisher of Modern Healthcare and vice president of Crain Communications from 2005 to 2022, she played a transformative role in the publication’s evolution from a print-centric magazine into a financially successful digital media company with over 67,000 print and digital subscribers and 600,000 website visitors per month. Ms. Lopez joined Modern Healthcare as associate publisher in October 2001 after serving as the national director of advertising for one of its sister publications, Crain’s Chicago Business, from 1999 through 2001, a period during which Crain’s Chicago Business experienced record-breaking growth. Prior to joining Crain Communications, Ms. Lopez served as advertising director of the Kansas City Business Journal from 1991 until 1999. With a commitment to fostering growth, diversity, and sustainability for organizations, Ms. Lopez actively contributes to the Dean’s Advisory Council for DePaul University-College of Communication and engages in professional networks, including The Health Alliance, Women of Impact: Leaders in Health and Healthcare, and as a fellow of the Institute of Medicine of Chicago. Her involvement extends to serving on the boards and advisory boards of several privately held companies, including in the healthcare field. Ms. Lopez has also served on the boards of several non-profit organizations, including the American Heart Association in Chicago and the Asian Health Care Leaders Association (AHCLA). Ms. Lopez’ achievements include being the first-ever recipient of the Gertrude Crain Leadership Award awarded by the ABM, the Association of Business Information & Media Companies of SIIA. This award recognizes a woman within the B2B media & information Industry who embodies the SIIA Women’s Leadership and Networking Council’s mission of excellence, service, and success. She has also received recognition and honors for her contributions to leadership and diversity in healthcare by the Asian Health Care Leaders Association, the Carol Emmott Foundation, and the Commission on Accreditation of Healthcare Management Education, with a scholarship established in her name. Ms. Lopez brings to our Board a wealth of knowledge in the healthcare industry, coupled with expertise in media and marketing, and valuable relationships with a broad spectrum of industry leaders and influencers. Her commitment to championing and promoting the successes of women and underrepresented groups in the healthcare industry is an invaluable resource to our Board. Additionally, Ms. Lopez’s familiarity with the types of issues the Company regularly faces, including public policy and government regulation, human capital, and cybersecurity, makes her an asset to the Company.

  36. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Upon the recommendation of the Governance and Nominating Committee, the Board has nominated the fourteen (14) persons listed below for election to serve as directors, each for a term of one (1) year and until his or her successor is elected and qualified. The nominees for director are: Susan W. Brooks Lt. Gen. Ronald L. Burgess, Jr. John A. Clerico Michael Dinkins James S. Ely III John A. Fry Joseph A. Hastings, D.M.D. Tim L. Hingtgen Elizabeth T. Hirsch William Norris Jennings, M.D. K. Ranga Krishnan, MBBS Fawn D. Lopez Wayne T. Smith H. James Williams, Ph.D. Each of the nominees, other than Ms. Lopez, is an incumbent. Each of the nominees has consented to being named as a director nominee in this Proxy Statement and has agreed to serve for the one (1) year term to which he or she has been nominated, if elected. If any of the nominees are unable to serve or refuses to serve as a director, the proxies will be voted in favor of such other nominee(s), if any, as the Board may designate. The Company has no reason to believe that any director nominee will be unable or unwilling to serve if elected as a director.

  37. Introduction

    As a leading operator of general acute care hospitals and outpatient facilities within the healthcare industry, one of the nation’s largest and most dynamic industries, the Company must ensure that it attracts and retains the leadership and managerial talent needed to sustain its position in this rapidly changing industry. To remain competitive in the Company’s financial, capital and business markets, the Company views improving earnings and profitability as well as achieving growth as paramount objectives of the Company’s strategy. We believe these strategic objectives are fundamental points of alignment between stockholder value and the compensation of executive management. Despite the challenging macroeconomic and industry environment in 2023, the Company had a higher level of achievement in 2023 compared to 2022 with respect to the performance metrics taken into account in the Company’s short-term cash incentive program, and continued to make progress on many of its key strategic goals, which we believe will result in a stronger organization as we progress into 2024 and beyond. Consistent with our pay-for-performance philosophy, this performance is reflected in the compensation paid to our Named Executive Officers for 2023. This progress included increased volumes across key services, continuing to expand access points, successfully managing non-labor expenses despite inflationary pressures, producing strong provider recruitment results, insourcing a large number of previously outsourced medical specialists, significantly reducing contract labor expenses, developing and implementing additional programs to support and monitor patient safety and quality of care, and advancing the Company’s diversity, equity, and inclusion objectives. To further improve operating efficiency, the Company also continued the execution of its margin improvement program, which contributed to additional cost savings during the year, and began the roll-out of its new enterprise resource planning (ERP) system and expansion of shared business operations to carry out certain financial and operational functions. Complementing our growth and margin improvement initiatives have been additional improvements in our capital structure. In December 2023, the Company refinanced a portion of its senior secured debt through a private offering of $1.0 billion aggregate principal amount of 10(7)⁄8% Senior Secured Notes due 2032 and associated redemption of $985 million aggregate principal value of 8% Senior Secured Notes due 2026, extending the maturity of the refinanced debt. Also, during 2023, the Company repurchased and retired approximately $402 million principal amount of its outstanding notes at a discount through a combination of open market and privately negotiated repurchases, which will reduce the Company’s annual cash interest. We believe that the execution of our initiatives has strengthened the Company across multiple fronts. Due to these initiatives, we believe the Company is positioned to further improve performance, as well as to increase long-term stockholder value in the future. Please see, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s 2023 Annual Report on Form 10-K filed with the SEC on February 21, 2024 for more details about the Company’s performance during 2023 and in prior years. Consistent with the Company’s pay-for-performance philosophy, despite the challenging macroeconomic and industry environment in 2023, the Company had a higher level of achievement in 2023 compared to 2022 with respect to the performance metrics taken into account in our short-term cash incentive program, and continued to make progress on may or its key strategic goals. As a result, our Chief Executive Officer received 72% of his target cash incentive award for 2023 (as compared to 26% of his target cash incentive award during 2022). Our LTI mix further aligns our executive compensation program with stockholder interests by virtue of the fact that 75% of the target LTI awards (based on the number of shares subject to such awards) granted to each of our Named Executive Officers in 2023 was in the form of performance-based restricted stock or non-qualified stock options, which will result in value to the Named Executive Officers only to the extent the Company achieves its long-term performance goals and/or our stock price increases in the future. The Compensation Committee generally endeavors to utilize a share-denominated approach to LTI grants, provided that in certain instances (including in 2023 for the Chief Executive Officer and the Chief Financial Officer) the Compensation Committee has determined that it is advisable to alter this approach taking into account relevant factors such as market competitiveness and individual performance as determined by the Compensation Committee. The Compensation Committee believes that this approach results in directly aligning our executives’ long-term incentive compensation with the interests of our stockholders. When the stock price declines, the value of an executive’s LTI award (and thus target total compensation) generally declines. Conversely, when the stock price improves, the value of an executive’s LTI award (and thus target total compensation) generally increases.

  38. Compensation Program Objectives and Best Practices

    | * Provide market competitive pay levels, compensation programs and incentive plan designs, all of which are underpinned by our strong pay-for-performance philosophy; |

  39. Compensation Program Objectives and Best Practices

    | * Incorporate short-term and long-term components that align the interests of executive management with stockholders while also appropriately incentivizing our executives to drive Company performance and maximize value; and |

  40. Key 2023 Compensation Designs/Outcomes

    | * CEO compensation: Our CEO’s base salary for 2023 was increased to $1,287,500 from $1,250,000 in 2022, an increase of 3.0%. His target annual cash incentive compensation continued to be 225% of his base salary. In an effort to better align our CEO’s compensation with that of our peer group, his 2023 LTI award consisted of a greater number of shares of performance-based restricted stock, time-based restricted stock and stock options than he was awarded in 2022. Despite the increase in the number of shares subject to equity awards made to our CEO in 2023, both the grant date fair value of the Company’s target LTI awards to our CEO, and the total target compensation payable to our CEO in 2023 remained below the 25th percentile of our peer group. |

  41. Key 2023 Compensation Designs/Outcomes

    | * Annual cash incentive compensation: Annual cash incentive compensation awarded to our CEO for 2023 was 72% of target compared to 26% of target for 2022, consistent with our pay-for-performance philosophy and reflecting that the Company had a higher level of achievement in 2023 compared to 2022 with respect to the performance metrics taken into account in our short-term cash incentive program, and continued to make progress on many of its key strategic goals. |

  42. Key 2023 Compensation Designs/Outcomes

    | * 2021-2023 performance-based restricted stock awards: Based on the Company’s cumulative financial, performance for the three years ended December 31, 2023, the Company achieved less than 80% of the target for the Cumulative Consolidated Adjusted EBITDA Growth three-year performance objective (i.e., below threshold) and over 120% of the target for the Cumulative Same-Store Net Revenue Growth (i.e., above maximum) three-year performance objective underlying the 2021-2023 performance-based restricted stock awards granted in March 2021. In addition, the Company’s three-year TSR Percentile Rank over this period was below the 25th percentile (this additional performance objective was applicable only for awards made to the CEO and CFO). As further discussed below, this resulted in the 2021-2023 performance-based restricted stock awards granted to our CEO and our CFO being earned at 80% of the target number of shares originally granted to the CEO and CFO in March 2021. In addition, this resulted in the 2021-2023 performance-based restricted stock awards granted to each of our other Named Executive Officers being earned at 100% of the target number of shares originally granted to each award recipient in March 2021. |

  43. Key 2023 Compensation Designs/Outcomes

    | * 2023 LTI Awards: To incentivize our Named Executive Officers to achieve Company goals and increase stockholder value over time, 75% of the target shares subject to the 2023 LTI award granted to each of our Named Executive Officers was in the form of performance-based restricted stock or non-qualified stock options. |

  44. Key 2023 Compensation Designs/Outcomes

    The majority of our Named Executive Officer compensation is performance-based and is issued in the form of both annual and long-term incentives. Individuals in a position to positively impact stockholder value have larger portions of their total compensation delivered in the form of equity-based long-term incentives. The target mix of the elements of the compensation program for the CEO and other NEOs is shown in the following charts which outline the size, in percentage terms, of each element of target compensation (based on the base salary amount, target short-term cash incentive opportunity and grant date fair value of equity grants made in 2023).

  45. 2023 Program Changes

    | * Added a regulatory compliance component to non-financial performance metrics for annual cash incentive plan: To further emphasize the importance of the Company’s commitment to regulatory compliance, the Compensation Committee added a metric to the non-financial performance strategic and operational improvement goals in relation to the Company’s continued commitment to maintaining and strengthening an effective compliance program and a culture of compliance. For additional information regarding the Company’s compliance program, see the discussion under “Compliance Program” in Part I, Item 1 (Business) of our Annual Report on Form 10-K for our fiscal year ended December 31, 2023, filed with the SEC on February 21, 2024. |

  46. 2023 Guiding Principles and Compensation Framework

    | * An overall targeted mix of compensation elements that is competitive with our selected peer group companies (see below for a discussion of our peer group); |

  47. 2023 Guiding Principles and Compensation Framework

    | * LTI awards of equity-based compensation, 50% of the target amount of which were performance-based restricted stock with a performance period of three years (2023-2025) and 25% of which were in the form of non-qualified stock options, such that 75% of the target LTI awards were at risk in order to further align the interests of executive management with our stockholders (with the remaining 25% of such equity-based compensation being in the form of time-based vesting restricted stock); and |

  48. Peer Group

    Peer Group In accordance with the process described above, the Company utilizes a benchmark peer group in connection with determining the executive compensation for the Named Executive Officers. The Company regularly reviews the composition of its peer group to ensure comparability between the Company and its peer group. The only change to the Company’s peer group for 2023 (as set forth below) in comparison to 2022 is that Humana, Inc. was removed from the Company’s 2023 peer group because it no longer fit the size criteria used by the Company to identify peers. The 2023 peer group included the other three publicly-traded major hospital management companies. In addition, given the limited number of large, publicly-traded hospital management companies, the 2023 peer group also included 10 other companies in the healthcare facilities, healthcare services, healthcare distribution, insurance or managed care areas. The 13 companies included in the 2023 peer group analysis were:

  49. Peer Group Companies (for 2023 Compensation Cycle)

    Peer Group Companies (for 2023 Compensation Cycle)

  50. Peer Group Companies (for 2023 Compensation Cycle)

    | • Aflac Incorporated | • Owens & Minor, Inc. | | • Brookdale Senior Living, Inc. | • Quest Diagnostics Incorporated | | • DaVita Inc. | • Select Medical Holdings Corporation | | • Encompass Health Corporation | • Tenet Healthcare Corporation | | • HCA Healthcare, Inc. | • Universal Health Services, Inc. | | • Henry Schein, Inc. | • Unum Group | | • Molina Healthcare, Inc. | |

  51. Peer Group Companies (for 2023 Compensation Cycle)

    In selecting the peer group companies, consideration was given to revenue, market capitalization, enterprise value and number of employees of each company, while being sensitive to the positioning of the Company in relation to the peer group medians. The goal is for the Company to fall within the middle of the peer group (i.e., between the 25th and the 75th percentile) with respect to these metrics if possible. At the time the group was selected, the Company was near the median of this peer group in terms of revenue and enterprise value. Our Compensation Committee believes that the Company’s peer group continues to align the Company with the competitive market for talent for our key executives.

  52. Base Salary

    Base Salary Base salary, as its name implies, is the basic compensatory element of the employment relationship, designed to compensate the executive for his or her day-to-day performance of duties. The amount of base salary distinguishes individuals’ level and responsibility within the organization and may also be impacted by the individual’s tenure in his or her current role. Exceptional performance and contribution to the growth and greater success of the organization are rewarded through other compensation elements, and for this reason, the benchmark target for base salary for each of our executive officers is set at a market-competitive level relative to our peer group as identified above when considering each executive’s role and responsibilities, as well as individual performance. The base salaries of our Chief Executive Officer and the other Named Executive Officers were reviewed by the Compensation Committee in early 2023 as part of its annual compensation review. Salary increases for our Named Executive Officers were generally consistent with percentage increases among the broader market. The base salaries for each of our Named Executive Officers for 2023 and 2022 are set forth in the following table:

  53. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation Annual cash incentive compensation awards to the Named Executive Officers are made pursuant to the Company’s 2019 Employee Performance Incentive Plan, as amended (“EPIP”). Annual cash incentive compensation awards are intended to align employees’ interests with the goals and strategic initiatives established by the Company and to reward employees for their contributions during the period to which the incentive award relates. Targets for the annual cash incentive compensation awards are typically expressed as a percentage of the individual’s base salary. Annual cash incentive compensation awards are “at risk” as they are subject to the attainment of specific goals. For 2023, each individual’s target plan continued to include multiple budgeted financial goals, and for each goal, varying award amounts could be earned depending on the level at which that goal was attained (i.e., an underachievement and overachievement opportunity). Financial Goals For each Named Executive Officer, the financial goals for 2023 were similar to those used in 2022. As in prior years, the Company’s financial goals were based on the attainment of key financial objectives, including, where applicable, budgeted operating performance within the range of the Company’s annual guidance to investors reflected in the Company’s earnings release issued in February 2023. The Compensation Committee reviews and approves financial performance targets under our EPIP annually. The process begins with our rigorous internal budgeting process, which is undertaken each year and approved by our Board. Significant effort is invested to ensure that the metrics and targets in our annual cash incentive program reflect both a focus on continuous improvement and a realistic assessment of any changes in the market environment or within the Company. At the time the target levels were set in early 2023, the Compensation Committee believed that such target levels were appropriately challenging, taking into account the uncertain economic and operating environment impacting healthcare providers at such time, and that achieving such target levels would require significant effort from the Named Executive Officers. The likelihood of the Named Executive Officers achieving their respective target levels under our EPIP was not known at the time these target levels were set, and historically, in any given year, not all of the target levels have been achieved. The Compensation Committee believes that it is appropriate to set rigorous financial targets in order to motivate the Named Executive Officers to meet the Company’s business goals and to align Named Executive Officers’ interests with the goals and strategic initiatives established by the Company while also being mindful not to encourage excessive risk-taking. The Company’s 2023 financial performance objectives under our EPIP for our Named Executive Officers were as set forth in the tables below. Each goal target was scaled to achieve a partial award for less than targeted performance or an above target award for overachievement as illustrated below:

  54. Annual Cash Incentive Compensation

    | 2023 Consolidated Adjusted EBITDA* ($ millions) | | | 2023 Net Revenues ($ millions) | | | | 2023 Consolidated Adjusted EBITDA | % of Target Attained | % of Target Bonus Earned | 2023 Net Revenues | % of Target Attained | % of Target Bonus Earned | | $1,575 | 100% | 100% | $12,400 | 100% | 100% | | $1,496 | 95% | 75% | $11,780 | 95% | 75% | | $1,418 | 90% | 50% | $11,160 | 90% | 50% | | $1,339 | 85% | 25% | $10,540 | 85% | 25% | | <$1,339 | <85% | 0% | <$10,540 | <85% | 0% | | Overachievement Opportunity: 1% of base salary for each 0.5% over the target up to the plan maximum. Regional Presidents are also subject to region-specific goals for Adjusted EBITDA. | | | Overachievement Opportunity: 1% of base salary for each 1% over the target up to an additional 10% for the CEO and CFO and 5% for the President, Healthcare Innovation and CMO and EVP of Operations and Development, limited to the plan maximum. Regional Presidents are subject to a region-specific net revenues goal. | | | | 2023 Consolidated Adjusted EBITDA Margin Improvement* | | | 2023 Adjusted EPS+ | | | | 2023 Consolidated Adjusted EBITDA Margin Improvement | % of Target Attained | % of Target Bonus Earned | 2023 Adjusted EPS | % of Target Bonus Earned | | | 2.10% | 100% | 100% | $(0.20) | 100% | | | 1.58% | 75% | 75% | $(0.30) | 75% | | | 1.05% | 50% | 50% | $(0.40) | 50% | | | <1.05% | <50% | 0% | <$(0.40) | 0% | | | Overachievement Opportunity: 1% of base salary for each 0.1% over the target up to an additional 20% for the CEO and 10% for the CFO, President, Healthcare Innovation and CMO and EVP of Operations and Development, limited to the plan maximum. Regional Presidents are subject to a region-specific margin improvement goal. | | | Overachievement Opportunity: 0.5% of base salary for each $0.03 over the target up to an additional 10%, limited to the plan maximum. EPS is a component for the CEO and CFO only. | | |

  55. Annual Cash Incentive Compensation

    Linear interpolation is used for performance between the points shown in the tables.

  56. Annual Cash Incentive Compensation

    | * Adjusted EBITDA is a non-GAAP financial measure. For information regarding the manner in which Adjusted EBITDA is calculated from the Company’s consolidated financial statements, see Annex A to this Proxy Statement. |

  57. Annual Cash Incentive Compensation

    | + | Adjusted EPS is a non-GAAP financial measure. For information regarding the manner in which Adjusted EPS is calculated from the Company’s consolidated financial statements, see Annex A to this Proxy Statement. |

  58. Annual Cash Incentive Compensation

    Non-Financial Strategic and Operational Performance Improvement Goals The annual cash incentive compensation awards also continued to include non-financial strategic and operational performance improvement goals, which are intended to reward our Named Executive Officers for progress on the Company’s key strategic priorities, including, for example, executing on the Company’s previously identified strategic imperatives and margin improvement initiatives, meeting provider recruitment objectives, maintaining and improving overall clinical compliance, continuing to improve the Company’s capital structure, and continuing to advance the Company’s diversity, equity, and inclusion objectives and other environmental, social and governance objectives, including those highlighted in the Company’s Community Impact Report and Environmental Sustainability Report. In addition, as noted above, for 2023, to further emphasize the importance of the Company’s commitment to regulatory compliance, the Compensation Committee added a metric to the non-financial performance strategic and operational improvement goals in the annual cash incentive plan in relation to the Company’s continued commitment to maintaining and strengthening the Company’s effective compliance program and a culture of compliance. In addition, the annual incentive compensation awards of the President, Healthcare Innovation and Chief Medical Officer’s and the Regional Presidents included goals related to their specific functional area that are key to the Company’s overall success. For example, the President, Healthcare Innovation and Chief Medical Officer’s annual incentive compensation opportunity was based in part on improving margin for physician practice services, quality indicators and patient safety. In addition, the Regional Presidents’ incentive compensation opportunity included fewer corporate-level financial goals but also included region-specific goals, including regional Adjusted EBITDA, regional Adjusted EBITDA margin improvement, and regional net revenues, as well as patient experience and employee engagement metrics. Notwithstanding the challenging operating environment in 2023, which included higher medical specialists fees, adverse trends in the resolution of professional liability claims and increased utilization by patients of Medicare Advantage plans resulting in lower reimbursement for care, the Company continued to make progress on many of its strategic goals as further described below, which we believe will result in a stronger organization as we progress into 2024 and beyond. In this regard, during 2023, the Company continued to expand the scale of both inpatient and outpatient offerings, including through increasing bed capacity and constructing new surgical and procedural suites, as well as adding ambulatory surgery centers, urgent care centers, freestanding emergency departments, imaging and diagnostic centers and primary care practices, driving volume growth in key services. The Company also divested facilities in certain non-core markets, enabling the Company to focus resources on its most strategic markets, and used the proceeds from these divestitures to reduce its outstanding debt. The Company continued to manage supply and other non-labor expenses well despite inflationary pressures and the addition of new access points. In addition, the Company followed up its strong provider recruitment efforts in 2022 with strong results again in 2023. During 2023, the Company also insourced a large number of previously outsourced hospitalist and emergency medicine providers and, in the process, created an internal infrastructure of resources that the Company believes will enable it to pursue further opportunities to insource hospital-based physician groups. As a result of these efforts, the Company’s centralized clinical recruitment team finished 2023 with a net gain of over 1,000 bedside registered nurses and expanded into recruitment for allied health roles, hiring 1,500 personnel into clinical support and technician positions. These efforts enabled the Company to significantly reduce contract labor expenses during 2023. Moreover, through the continuing development and implementation of programs to support and monitor patient safety and quality of care, the Company continued to advance patient safety, as evidenced by an 89% reduction in Serious Safety Events since 2013. The Company continued to bring care innovations to the communities it serves and during 2023 accelerated its adoption of innovative technologies and services, such as remote patient monitoring, virtual nursing and patient sitting, and development of new partnerships. Further, the Company continued to advance its diversity, equity and inclusion objectives during 2023 through, for example, implementing and expanding training and development programs, establishing internships, residencies and mentorship programs with a goal of recruiting, retaining and developing high potential employees. In addition, to further improve operating efficiency, the Company continued the execution of its margin improvement program, which contributed to additional cost savings during the year, and began the implementation of its new enterprise resource planning (ERP) system to redesign and consolidate key business functions. The Company also continued to make progress on its capital structure during 2023 by refinancing a portion of its senior secured debt in connection with a private offering of senior secured notes which was completed in December 2023 and associated redemption of a separate series of senior secured notes as described above, extending the maturity of the refinanced debt, as well as by repurchasing and retiring $402 million of its outstanding notes at a discount through a combination of open market and privately negotiated repurchases which will reduce the Company’s annual cash interest. The Company’s progress in advancing its strategic goals is reflected in the achievement of the non-financial strategic and operational performance improvements target as set forth below. Despite the challenging operating environment, the Company had a higher level of achievement in 2023 compared to 2022 with respect to the performance metrics taken into account in our short-term cash incentive program, and continued to make progress on many of its key strategic goals. Consistent with the Company’s pay-for-performance philosophy, the cash incentive compensation paid to each of our Named Executive Officers for 2023 exceeded the amount paid to them in 2022. For example, our Chief Executive Officer received 72% of his target cash incentive award for 2023 (as compared to 26% of his target cash incentive award during 2022). For each component of the annual cash incentive compensation, the targeted award and attained award, expressed as a percentage of base salary, for each Named Executive Officer along with the maximum incentive award attainable, including non-financial strategic and operational performance improvements and overachievement of Company goals, are set forth in the tables below:

  59. Annual Cash Incentive Compensation

    | | Consolidated Adjusted EBITDA | Consolidated Adjusted EBITDA Margin Improve- ment | Consolidated Net Revenues | Adjusted EPS | Target | Performance Improvement | Over- achievement | Max | | CEO (Hingtgen) | | | | | | | | | | Opportunity | 160% | 30% | 25% | 10% | 225% | 40% | 35% | 300% | | Attainment | 96% | 0% | 25% | 0% | 121% | 40% | 0% | 161% | | President and CFO (Hammons) | | | | | | | | | | Opportunity | 80% | 20% | 15% | 10% | 125% | 35% | 25% | 185% | | Attainment | 48% | 0% | 15% | 0% | 63% | 35% | 0% | 98% |

  60. Annual Cash Incentive Compensation

    | | Consolidated Adjusted EBITDA | Consolidated Adjusted EBITDA Margin Improve- ment | Consolidated Net Revenues | (1) | (2) | Target | Performance Improvement | Over- achievement | Max | | President, Healthcare Innovation and CMO (Simon) | | | | | | | | | | | Opportunity | 70% | 15% | 10% | 10% | 10% | 115% | 10% | 25% | 150% | | Attainment | 42% | 0% | 10% | 0% | 10% | 62% | 10% | 0% | 72% |

  61. Annual Cash Incentive Compensation

    | (1) Physician Practice Services Margin; (2) Quality and Patient Safety Improvement |

  62. Annual Cash Incentive Compensation

    | | Consolidated Adjusted EBITDA | Consolidated Adjusted EBITDA Margin Improve- ment | Consolidated Net Revenues | Target | Performance Improvement | Over- achievement | Max | | EVP of Operations and Development (Stockton) (10/1/2023 – 12/31/2023) | | | | | | | | | Opportunity | 60% | 15% | 40% | 115% | 10% | 25% | 150% | | Attainment | 36% | 0% | 40% | 76% | 10% | 0% | 86% |

  63. Annual Cash Incentive Compensation

    | | Consolidated Adjusted EBITDA | Region Adjusted EBITDA | Region Same-Store Adjusted EBITDA Margin Improve- ment | Region Net Revenues | (1) | (2) | Target | Over- achievement | Max | | Regional President (Stockton) (1/1/2023 – 9/30/2023) | | | | | | | | | | | Opportunity | 10% | 40% | 15% | 15% | 10% | 10% | 100% | 25% | 125% | | Attainment | 6% | 24% | 0% | 13% | 0% | 2.5% | 45.5% | 0% | 45.5% | | Regional President (Campbell) | | | | | | | | | | | Opportunity | 10% | 40% | 15% | 15% | 10% | 10% | 100% | 25% | 125% | | Attainment | 6% | 34% | 0% | 15% | 0% | 5% | 60% | 2% | 62% |

  64. Annual Cash Incentive Compensation

    | (1) Patient Experience; (2) Employee Engagement |

  65. Annual Cash Incentive Compensation

    As reflected above, from January 1, 2023 through September 30, 2023, Mr. Stockton served as one of the Company’s Regional Presidents and had a cash incentive compensation plan consistent with his responsibilities in that role. Effective October 1, 2023, in conjunction with Mr. Stockton’s promotion to Executive Vice President of Operations and Development and the corresponding changes in his role and responsibilities, the Compensation Committee established a revised cash incentive compensation plan for Mr. Stockton for the period from October 1, 2023 through December 31, 2023, expressed as a percentage of Mr. Stockton’s base salary for that period. The targeted awards and attained awards, expressed as a percentage of base salary, for the period during which Mr. Stockton was in each role are set forth in the tables above. In addition to his annual cash incentive compensation opportunity under the EPIP described above, Mr. Stockton received a discretionary cash award of $35,000 in 2023 in recognition of achieving certain operational and quality improvements and outstanding market performance.

  66. Long-Term Incentives (LTI)

    Long-Term Incentives (LTI) Equity-based long-term incentives remain a very important part of the Company’s executive compensation program and were the largest component of our Named Executive Officers’ target compensation for 2023. Equity-based awards are designed to reward the executives for their longer-term contributions to the success and growth of the Company and are directly linked to maximizing stockholder value. They also serve as a key retention tool. Equity-based incentive awards are made pursuant to the Company’s 2009 Stock Option and Award Plan, as most recently amended and restated in March 2023 and approved by our stockholders in May 2023 (the “2009 Plan”). This plan provides for a wide variety of equity-based compensation awards, including incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, performance awards and other equity-based awards. The Company has historically made equity-based awards to its executive officers only in the form of both performance-based and time-based restricted stock and non-qualified stock options, as these types of awards are most consistently used by the Company’s peer group and are thus deemed to provide the most competitive compensation element for LTI compensation. 2023 LTI Awards For 2023, consistent with recent years, a total of 75% of the target annual LTI award granted each of our Named Executive Officers was in the form of (i) performance-based restricted stock, which will result in value to the Named Executive Officer only to the extent the Company achieves its long-term performance goals, and (ii) non-qualified stock options, which will result in value to the Named Executive Officer only if the Company’s stock price increases in the future. In this regard, our Named Executive Officers received 50% of their target annual LTI awards (based on the number of shares subject to such awards) in 2023 in the form of performance-based restricted stock with three-year cumulative performance targets and 25% of their target annual LTI awards (based on the number of shares subject to such awards) as non-qualified stock options which vests in one-third increments on each of the first three anniversaries of the grant date (March 1, 2023). The other 25% of the target annual LTI awards (based on the number of shares subject to such awards) granted to each Named Executive Officer in 2023 was allocated to time-based restricted stock, which vests in one-third increments on each of the first three anniversaries of the grant date (March 1, 2023). The Company believes that the LTI program properly aligns our executives’ interests with those of stockholders and helps to ensure that our executive management team is focused on maximizing the Company’s long-term performance while also assisting in attracting and retaining valuable executive talent. The closing price of the Company’s stock on the grant date for these awards was $6.15 per share:

  67. Long-Term Incentives (LTI)

    | Named Executive Officer | Non-Qualified Stock Options | Time Vesting Restricted Stock | Performance-Based Restricted Stock | | Hingtgen (CEO) | 200,000 | 200,000 | 400,000 | | Hammons (President and CFO) | 90,000 | 90,000 | 180,000 | | Simon (President, Healthcare Innovation and CMO) | 40,000 | 40,000 | 80,000 | | Stockton (EVP of Operations and Development effective 10/1/2023 and Regional President (1/1/2023-9/30/2023) | 25,000 | 25,000 | 50,000 | | Campbell (Regional President) | 25,000 | 25,000 | 50,000 |

  68. Long-Term Incentives (LTI)

    The Compensation Committee generally endeavors to utilize a share-denominated approach to LTI grants, provided that in certain instances (including in 2023 for our Chief Executive Officer and Chief Financial Officer) the Compensation Committee has determined that it is advisable to alter this approach taking into account relevant factors such as market competitiveness and individual performance as determined by the Compensation Committee. The Compensation Committee believes that this share-denominated approach results in directly aligning our executives’ long-term incentive compensation with the interests of our stockholders. For 2023, the three-year financial performance targets for the performance-based restricted stock awards granted to all Named Executive Officers included Cumulative Consolidated Adjusted EBITDA Growth and Cumulative Same-Store Net Revenue Growth performance metrics. These were the same three-year financial performance targets used in the 2022 performance-based restricted stock awards. The Compensation Committee believes these metrics emphasize financial growth and align the interest of our Named Executive Officers with the Company’s long-term business strategy. As in 2022, for the Chief Executive Officer and the Chief Financial Officer, TSR Percentile Rank was included as an additional three-year financial performance target. The Compensation Committee believes that focusing on the long-term performance of the Company’s stock and tying such metric to our Chief Executive Officer’s and Chief Financial Officer’s long-term incentive compensation aligns the interests of our most senior executives with the interests of our stockholders as the Company executes on its long-range strategic plan. The 2023 LTI awards to our Named Executive Officers are further illustrated in the following table:

  69. Long-Term Incentives (LTI)

    | | Performance-Based Restricted Stock | Non-Qualified Stock Options | Time-Based Restricted Stock | | Weighting | 50% | 25% | 25% | | Objectives | • Align executives’ interests with the interests of stockholders • Reinforce the critical objective of building stockholder value over the long term • Focus management attention upon the execution of our long-term business strategy | • Provide a direct link between executive officer compensation and the potential future increases in stock value delivered to stockholders • Inherently performance-based, as option holders only realize benefits if the value of our stock increases following the grant date | • Drive behaviors to create value for stockholders by linking executive compensation to stock price performance • Encourage retention • Result in actual share ownership (thereby supporting the Company’s equity ownership guidelines) | | Performance Conditions | For the CEO and CFO only: • 40%: Cumulative Consolidated Adjusted EBITDA Growth (as defined below) • 40%: Cumulative Same-Store Net Revenue Growth (as defined below) • 20% TSR Percentile Rank For all other Named Executive Officers: • 50%: Cumulative Consolidated Adjusted EBITDA Growth (as defined below) • 50%: Cumulative Same-Store Net Revenue Growth (as defined below) | N/A | N/A | | Vesting | Three-year performance period (January 1, 2023 through December 31, 2025). Cliff vest on third anniversary of grant date following certification of results. | Vest in three equal installments on the first, second, and third anniversaries of the grant date. Expire 10 years after the date of grant | Vest in three equal installments on the first, second, and third anniversaries of the grant date | | Payout | Payment made in unrestricted shares of Common Stock based on actual performance | Upon exercise, participant may acquire Common Stock at the exercise price of $6.15 per share to the extent the share price has increased since the date of grant | Participant acquires unrestricted shares of Common Stock upon vesting |

  70. Long-Term Incentives (LTI)

    The following table illustrates the potential vesting on the third anniversary of the grant date of the portion of the 2023 performance-based restricted stock awards allocated to each performance objective based on various levels of achievement of that performance objective:

  71. Long-Term Incentives (LTI)

    | Cumulative Consolidated Adjusted EBITDA Growth and Cumulative Same-Store Net Revenue Growth | | TSR Percentile Rank (CEO and CFO only) | | | % of Target Achieved | % of Granted Shares Earned | Percentile Rank | % of Granted Shares Earned | | 120% | 200% | 75th Percentile | 200% | | 100% | 100% | 50th Percentile | 100% | | 80% | 25% | 25th Percentile | 25% | | < 80% | 0% | < 25th Percentile | 0% |

  72. Long-Term Incentives (LTI)

    For purposes of determining the level of achievement for each portion of the performance-based awards, the determination of the level of achievement for Cumulative Consolidated Adjusted EBITDA Growth, Cumulative Same-Store Net Revenue Growth and TSR Percentile Rank (for the Chief Executive Officer and Chief Financial Officer only), as applicable, during the Performance Period, will be determined independently from each other and will not impact the determination of the level of achievement for the other portions of the award. To the extent that the performance objectives are attained, the restrictions will lapse on the portion of the award subject to that performance objective on the third anniversary of the grant date subject to certain exceptions. To the extent that the minimum performance objective achievement is not attained, the portion of the award subject to that performance objective will be forfeited in its entirety. The following definitions will be used in determining achievement of the three-year performance targets for all performance-based restricted stock awards granted in 2023: “Consolidated Adjusted EBITDA” for any fiscal year means Adjusted EBITDA as defined in the Company’s Annual Report on Form 10-K. “Cumulative Consolidated Adjusted EBITDA Growth” over the Performance Period means the sum of each individual year’s Consolidated Adjusted EBITDA Growth, which is a fraction, the numerator of which is the excess of (A) the Company’s Consolidated Adjusted EBITDA at the end of the year less (B) the Company’s Consolidated Adjusted EBITDA for the prior period, and the denominator of which is the Consolidated Adjusted EBITDA for the prior period. To the extent that the Cumulative Consolidated Adjusted EBITDA Growth exceeds or falls short of the Cumulative Consolidated Adjusted EBITDA Growth target, the amount of over achievement or underachievement will be determined based on the sum of the three-years Consolidated Adjusted EBITDA results divided by the sum of the three-year Consolidated Adjusted EBITDA targets. “Performance Period” means the three-year performance period beginning January 1, 2023 and ending December 31, 2025. “Consolidated Adjusted EBITDA Target” means the Cumulative Three-Year Consolidated Adjusted EBITDA Growth Target, as approved by the Compensation Committee. “Same-Store Net Revenue” for any fiscal year means Net Revenue as defined in the Company’s Annual Report on Form 10-K, related to those hospitals to the extent the Company operated them in both comparable periods, excluding those hospitals that have been previously classified as discontinued operations for accounting purposes. In addition, it excludes Net Revenue from hospitals divested or closed during the year of measurement, as well as, the comparable prior year. Same-Store Net Revenue should further be adjusted to exclude the effect of adverse or delayed federal, state or local governmental or regulatory action with regard to the Affordable Care Act, and other items as determined at the discretion of the Compensation Committee. “Cumulative Same-Store Net Revenue Growth” over the Performance Period means the sum of each individual year’s Same-Store Net Revenue growth, which is a fraction, the numerator of which is the excess of (A) the Company’s Same-Store Net Revenue at the end of the year less (B) the Company’s Same-Store Net Revenue for the prior year, and the denominator of which is the Same-Store Net Revenue for the prior year. To the extent that the Cumulative Same-Store Net Revenue Growth exceeds or falls short of the Cumulative Same-Store Net Revenue Growth target, the amount of over achievement or underachievement will be determined based on the sum of the three-year Same-Store Net Revenue results divided by the sum of the three-year Same-Store Net Revenue Growth targets. “Same-Store Net Revenue Target” means the Cumulative Three-Year Same-Store Net Revenue Growth Target, as approved by the Compensation Committee. In addition, the following definitions will be used in determining achievement of the three-year TSR Percentile Rank performance target for the Chief Executive Officer and Chief Financial Officer, only: “TSR” means total shareholder return as determined by dividing (i) the sum of (A) the Ending Period Average Price minus the Beginning Period Average Price plus (B) all dividends and other distributions paid on the issuer’s shares during the Performance Period by (ii) the Beginning Period Average Price. In calculating TSR, all dividends are assumed to have been reinvested in shares on the ex-dividend date. “Beginning Period Average Price” means the average official closing price per share of the issuer over the 20-consecutive-trading days ending with and including the first day of the Performance Period (if the applicable day is not a trading day, the immediately preceding trading day). “Ending Period Average Price” means the average official closing price per share of the issuer over the 20-consecutive-trading days ending with and including the last day of the Performance Period (if the applicable day is not a trading day, the immediately preceding trading day). “TSR Percentile Rank” means the Company’s percentile ranking relative to the members of the S&P Health Care Services Select Industry Index, excluding payors and distribution companies, at the end of the Performance Period based on TSR. TSR Percentile Rank is determined by ordering the relevant S&P Health Care Services Select Industry Index companies, excluding payors and distribution companies, (plus the Company if the Company is not one of the S&P Health Care Services Select Industry Index companies) from highest to lowest based on TSR for the Performance Period and assigning a TSR Percentile Rank to each company, with the TSR Percentile Rank for the company with the highest TSR at 100%, the TSR Percentile Rank for the company with the lowest TSR at 0% and the TSR Percentile Rank for the remaining companies determined based on straight line interpolation.

  73. 2021-2023 Performance-Based Restricted Stock Awards

    2021-2023 Performance-Based Restricted Stock Awards In March 2021, each of our named-executive officers received performance-based restricted stock awards tied to achieving Cumulative Consolidated Adjusted EBITDA Growth (with a target of 9.0% cumulative consolidated growth) and Cumulative Same-Store Net Revenue Growth (with a target of 9.0% cumulative same-store growth) during the three-year performance period from January 1, 2021 through December 31, 2023 (the “2021-2023 Performance Period”). For our Chief Executive Officer (Mr. Hingtgen) and our Chief Financial Officer (Mr. Hammons), a portion of their performance-based restricted stock award was also tied to the Company’s TSR Percentile Rank (with a target of the 50th percentile). For both of these individuals, 40% of their 2021-2023 performance-based restricted stock award was tied to achievement of the Cumulative Consolidated Adjusted EBITDA Growth target, 40% was tied to achievement of the Cumulative Same-Store Net Revenue Growth target, and 20% was tied to achievement of the TSR Percentile Rank target. For our other Named Executive Officers, 50% of their performance-based restricted stock award was tied to achievement of the Cumulative Consolidated Adjusted EBITDA Growth target, and 50% was tied to achievement of the Cumulative Same-Store Net Revenue Growth target. The Compensation Committee believed these metrics emphasized financial growth and aligned the interest of our Named Executive Officers with the Company’s long-term business strategy. Each performance target was scaled to achieve a partial award for less than targeted performance or an above target award for overachievement as illustrated below:

  74. 2021-2023 Performance-Based Restricted Stock Awards

    | Cumulative Consolidated Adjusted EBITDA Growth Target 1/1/2021 - 12/31/2023 | | Cumulative Same-Store Net Revenue Growth Target 1/1/2021 - 12/31/2023 | | TSR Percentile Rank Target 1/1/2021 - 12/31/2023 | | | Cumulative Consolidated Adjusted EBITDA Growth | % of Consolidated Adjusted EBITDA Target Shares Earned | Cumulative Same-Store Net Revenue Growth | % of Same-Store Adjusted Net Revenue Target Shares Earned | TSR Percentile Rank | % of TSR Percentage Target Shares Earned | | 10.8% (120% of target) | 200% | 10.8% (120% of target) | 200% | 75th | 200% | | 9.0% (100% of target) | 100% | 9.0% (100% of target) | 100% | 50th | 100% | | 7.2% (80% of target) | 25% | 7.2% (80% of target) | 25% | 25th | 50% | | < 7.2% (< 80% of target) | 0% | < 7.2% (< 80% of target) | 0% | < 25th | 0% |

  75. 2021-2023 Performance-Based Restricted Stock Awards

    Because the Company achieved less than 80% of the target for Cumulative Consolidated Adjusted EBITDA Growth during the three-year performance period, the portion of the 2021-2023 performance-based restricted stock award to each of our Named Executive Officers allocated to Cumulative Consolidated Adjusted EBITDA Growth was not earned and those shares were forfeited. Because the Company achieved greater than 120% of the target for Cumulative Same-Store Net Revenue Growth during the three-year performance period, the portion of the 2021-2023 performance-based restricted stock award to each of our Named Executive Officers allocated to Cumulative Same-Store Net Revenue Growth vested at 200% of the target number of shares allocated to Cumulative Same-Store Net Revenue Growth originally granted to each award recipient in March 2021. In addition, because the Company’s three-year TSR Percentile Rank was below the 25th percentile, the portion of the 2021-2023 performance-based restricted stock award to our Chief Executive Officer and our Chief Financial Officer allocated to TSR Percentile Rank was not earned and those shares were forfeited. Taking into account all of the above factors, the 2021-2023 performance-based restricted stock awards granted to our Chief Executive Officer and our Chief Financial Officer vested at the 80% level, and the 2021-2023 performance-based restricted stock awards granted to each of our other Named Executive Officers vested at the 100% level. This is shown in more detail in the table below:

  76. 2021-2023 Performance-Based Restricted Stock Awards

    | | Cumulative Consolidated Adjusted EBITDA Growth 1/1/2021 - 12/31/2023 # of Shares | | Cumulative Same-Store Net Revenue Growth 1/1/2021 - 12/31/2023 # of Shares | | TSR Percentile Rank 1/1/2021 - 12/31/2023 # of Shares | | | Named Executive Officer | Granted | Vested | Granted | Vested | Granted | Vested | | Hingtgen (CEO) | 80,000 | 0 | 80,000 | 160,000 | 40,000 | 0 | | Hammons (President/CFO) | 60,000 | 0 | 60,000 | 120,000 | 30,000 | 0 | | Simon (President, Healthcare Innovation /CMO) | 40,000 | 0 | 40,000 | 80,000 | N/A | N/A | | Stockton (EVP of Operations and Development (10/1/2023-12/31/2023) and Regional President (1/1/2023-9/30/2023) (1) | 7,500 | 0 | 7,500 | 15,000 | N/A | N/A | | Regional President (Campbell) | 7,500 | 0 | 7,500 | 15,000 | N/A | N/A |

  77. 2021-2023 Performance-Based Restricted Stock Awards

    | (1) Mr. Stockton was serving as one of the Company’s Regional Presidents on the grant date for the 2021-2023 performance-based restricted stock awards. |

  78. Retirement and Deferred Compensation Benefits

    Retirement and Deferred Compensation Benefits The Company’s Named Executive Officers also participate in executive compensation arrangements available only to specified officers of the Company and certain key employees of its subsidiaries. The plans in which our Named Executive Officers participate include the Supplemental Executive Retirement Plan, as amended and restated January 1, 2009 (the “Original SERP”), the Supplemental Executive Retirement Plan, effective January 1, 2018 (the “2018 SERP” and, collectively, with the Original SERP, the “SERPs”) and the Deferred Compensation Plan, each of which is a non-qualified plan under the Internal Revenue Code (the “IRC”). The benefits under these plans are made available to the Named Executive Officers to encourage and reward their continued service through their most productive years. We believe that the provision of a retirement benefit is necessary to remain competitive with the Company’s peer group and is thus an important element for the recruitment and retention of valuable executive talent. Effective January 1, 2003, while the Company’s stock ownership and the Board of Directors were controlled by affiliates of Forstmann Little & Co., the Company adopted the Original SERP for the benefit of our officers and certain key employees of our subsidiaries. The 2018 SERP was adopted by the Company’s Board effective January 1, 2018. The SERPs are non-contributory non-qualified defined benefit plans that provide for the payment of benefits from the general funds of the Company. The Compensation Committee of our Board administers these plans and all determinations and decisions made by the Compensation Committee are final, conclusive and binding upon all participants. In particular, the defined benefit provided under the SERPs is intended to supplement the incentives provided by the other elements of the executive compensation program, for which the maximum provision of benefits is limited to three years. The SERPs generally provide that, when a participant retires after his or her normal retirement date (age 65), he or she will be entitled to receive a single lump-sum payment based on the actuarially-determined monthly income payment based on a monthly calculation of (i) the participant’s Annual Retirement Benefit, reduced by (ii) the participant’s monthly amount of Social Security old age and survivor disability insurance benefits payable to the participant commencing at his or her unreduced Social Security retirement age (the “Social Security Benefit”). For this purpose, in the Original SERP, the “Annual Retirement Benefit” means an amount equal to the sum of the participant’s compensation for the highest three years out of the last five full years of service preceding the participant’s termination of employment, divided by three, then multiplied by the lesser of (i) 60% or (ii) a percentage equal to 2% multiplied by the participant’s years of service. Employees who have attained age 55 with at least 5 years of service and who retire prior to the normal retirement date or with fewer than 30 years of service receive a reduced benefit. In the 2018 SERP, the “Annual Retirement Benefit” is calculated using the highest three years of the last ten full years of service preceding the participant’s termination of employment (rather than the last five full years as in the Original SERP). In all other respects, the “Annual Retirement Benefit” is calculated in the same manner under both the Original SERP and the 2018 SERP. All participants in the 2018 SERP are also participants in the Original SERP. Upon their retirement, their benefit is calculated under the Original SERP and the 2018 SERP. Participants receive their benefit under the Original SERP. If the calculation under the 2018 SERP would yield any additional benefit, the difference is paid under the 2018 SERP. Our Named Executive Officers receive one year of credited service under the SERPs for each year of actual service. In the event of a change in control of the Company, all participants who have been credited with five or more years of service will be credited with an additional three years of service (not to exceed the maximum of 30 years of service) for purposes of determining the benefit. In addition, the benefit accrued by any such participant will become fully vested and be paid out as soon as administratively feasible in a single lump sum payment following such change in control. Upon such payment to all participants, the SERPs will terminate. The Company’s Named Executive Officers are also eligible to participate in and contribute to the Company’s non-qualified Deferred Compensation Plan. Employees’ voluntary contributions to this plan are tax deferred, but are subject to the claims of the general creditors of the Company. This plan does not play a significant role in the Company’s executive compensation program. Since 2009, no Company contributions have been made to the Deferred Compensation Plan.

  79. Change in Control Severance Agreements

    Change in Control Severance Agreements None of the Company’s executive officers have a written employment agreement with the Company or any of its subsidiaries. Since 2007, each officer of the Company, including each of the Named Executive Officers (collectively, the “Covered Executives”), has been a party to a change in control severance agreement (a “CIC Agreement”) with the Company. The CIC Agreements are considered “double trigger” agreements and require both the occurrence of a change in control of the Company and a qualifying termination of employment for any cash severance benefits to become payable. The CIC Agreements provide for certain compensation and benefits in the event of termination of a Covered Executive’s employment during the period following a change in control of the Company (as defined in the CIC Agreements), (A) by the Company without “cause” (as defined in the CIC Agreement), other than as a result of the Covered Executive’s death or disability, within thirty-six (36) months of such change in control or (B) by the Covered Executive, upon the happening of certain “good reason” events within twenty-four (24) months of such change in control, including (i) certain adverse changes in the Covered Executive’s title, position, responsibilities or duties, (ii) a reduction in the Covered Executive’s base salary, (iii) certain changes in the Covered Executive’s principal location of work, (iv) the failure of the Company to perform its obligations under or to continue in effect any material compensation or benefit plan, or (v) certain other employer actions that would cause the Covered Executive to lose the benefits of the CIC Agreement. The thirty-six (36) and twenty-four (24) month time periods described in the preceding sentence apply to the CIC Agreements for the Company’s Chief Executive Officer, Chief Financial Officer, Presidents, Executive Vice Presidents, Regional Presidents and Senior Vice Presidents. For the CIC Agreements with each Vice President of the Company, the applicable time periods are twenty-four (24) and twelve (12) months, respectively. The CIC Agreements do not include any tax “gross up” provisions. Compensation and benefits payable under the CIC Agreements include, in the event of a qualifying termination of employment, a lump sum payment equal to the sum of (a) unpaid base pay, (b) accrued but unused paid vacation or sick pay and unreimbursed business expenses, (c) any other compensation or benefits in accordance with the terms of the Company’s existing plans and programs, (d) a pro rata portion of the incentive bonus that would have been earned by the Covered Executive for the year of termination based on actual performance, and (e) a lump sum equal to the sum of three (3) times (two (2) times, in the case of each Vice President of the Company) the sum of base salary and the greater of (A) the highest incentive bonus earned during any of the three (3) fiscal years prior to the fiscal year in which the Covered Executive’s termination of employment occurs or, if greater, the three fiscal years prior to the fiscal year in which a change in control occurs and (B) the target incentive bonus for the fiscal year in which the Covered Executive’s termination of employment occurs assuming the performance objectives were met in full. The Covered Executives will also be entitled to continuation of certain health and welfare benefits for thirty-six (36) months following termination (twenty-four (24) months in the case of each Vice President) and reimbursement of up to $25,000 for outplacement counseling and related benefits.

  80. Termination of Service and Severance Arrangements

    Termination of Service and Severance Arrangements The Company’s severance policy provides that the Named Executive Officers are entitled to receive twenty-four (24) months of their base salary upon a qualifying termination (which does not include any “voluntary termination” of a Named Executive Officer, as described in greater detail below under “Potential Payments upon Termination or Change in Control”) under the severance policy. In addition, upon a termination without cause, each of the Named Executive Officers would be entitled to receive a pro-rated portion of their cash incentive compensation for the year of termination (based on actual results, when determined). Upon a qualifying termination, the Named Executive Officers are entitled to continuation health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act by so electing and paying the then active employee premium amount. The period of this benefit is equal to the number of months of severance payment, i.e., twenty-four (24) months for the Named Executive Officers. As described in the preceding section, each of the Named Executive Officers is party to a CIC Agreement, which provides for cash severance benefits only upon both a change in control of the Company and qualifying termination of employment. In the event that a Named Executive Officer is entitled to receive payment pursuant to his or her CIC Agreement, that Named Executive Officer will not be eligible to participate in the Company’s severance policy. In addition to the benefits payable under the life insurance policy or the long-term disability policy described above, in the event a Named Executive Officer dies or is permanently disabled while an employee of the Company, vesting is fully accelerated for all grants under the Company’s 2009 Plan, and with respect to performance-based restricted stock awards, any performance restrictions lapse at the target amount.

  81. Risk Assessment of Executive Compensation

    Risk Assessment of Executive Compensation The Compensation Committee, with management and the Compensation Committee’s independent executive compensation consultant, Mercer, regularly assesses the risk levels of the Company’s executive compensation program. As part of this assessment, the Compensation Committee reviews the Company’s compensation programs for certain design features identified by the Compensation Committee and its advisors as having the potential to encourage excessive risk-taking, and considers the Company’s compensation programs in light of the Company’s key enterprise and business strategy risks. The Compensation Committee believes that the Company’s compensation programs are designed so that they do not include a compensation mix which is overly weighted toward incentive programs that encourage excessive risk-taking, uncapped or “all or nothing” incentive programs or unreasonable performance goals. The Compensation Committee also noted several design features of the Company’s cash and equity incentive programs that the Compensation Committee believes reduce the likelihood of excessive risk-taking, including the use of multiple balanced performance metrics, maximum payouts at levels deemed appropriate, a carefully considered peer group to assure the Company’s compensation practices are measured and appropriately competitive, multi-year vesting schedules for equity awards, and significant long-term incentives that promote longer-term goals and reward sustainable stock, financial and operating performance, especially when combined with the Company’s executive equity ownership guidelines. Additionally, the Company’s executive compensation Clawback Policy allows the Company to recover specified incentive-based compensation under certain circumstances, and compliance and ethical behaviors of the Company’s executive officers are factors considered in all performance and bonus assessments. Based on its assessment, the Compensation Committee believes that the Company’s compensation programs do not motivate risk-taking that could reasonably be expected to have a materially adverse effect on the Company. These principles are reviewed annually as a part of the Company’s overall enterprise risk assessment.

  82. Summary Compensation Table

    Summary Compensation Table The following table includes information regarding our Named Executive Officers’ total compensation earned during the years ended December 31, 2023, 2022 and 2021. This table is prepared in accordance with SEC rules which require that equity awards be valued based on the grant date fair value of such awards, and there can be no assurance regarding the extent to which the value of such equity-based compensation reflected in the table below (including performance-based restricted stock) will be realized by any executive.

  83. Summary Compensation Table

    | Name and Position* | Year | Salary ($) (1) | Bonus ($) (1) | Plan Based Awards | | Non-equity Incentive Plan Compensation ($) (1) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) (5) | Total Compensation ($) | | | | | | Restricted Stock Awards ($) (2) | Option Awards ($) (3) | | | | | | Tim L. Hingtgen | 2023 | 1,287,550 | - | 3,690,000 | 922,000 | 2,072,955 | 347,168 | 28,550 | 8,348,223 | | Chief Executive Officer | 2022 | 1,250,000 | - | 3,054,000 | 725,000 | 734,375 | 499,859 | 39,308 | 6,302,542 | | | 2021 | 1,200,000 | - | 2,643,000 | 622,000 | 3,504,000 | 1,520,328 | 37,297 | 9,526,625 | | Kevin J. Hammons | 2023 | 772,530 | - | 1,660,500 | 414,900 | 757,079 | 127,523 | 17,474 | 3,750,006 | | President and Chief | 2022 | 750,000 | - | 2,290,500 | 543,750 | 271,875 | 317,355 | 17,606 | 4,191,086 | | Financial Officer | 2021 | 700,000 | 450,000 | 1,982,250 | 466,500 | 1,225,000 | 1,062,076 | 16,571 | 5,902,397 | | Lynn T. Simon, M.D. | 2023 | 659,894 | - | 738,000 | 184,400 | 475,124 | 64,557 | 22,496 | 2,144,471 | | President of Clinical Operations and | 2022 | 643,775 | - | 1,221,600 | 290,000 | 209,227 | 264,170 | 22,616 | 2,651,388 | | Chief Medical Officer | 2021 | 625,024 | 720,000 | 1,057,200 | 248,800 | 893,750 | 889,485 | 21,595 | 4,455,854 | | Kevin A. Stockton | 2023 | 625,017 | 35,000 | 461,250 | 115,250 | 355,258 | - | 10,927 | 1,602,702 | | Executive Vice President Operations and Development | | | | | | | | | | | Chad A. Campbell | 2023 | 640,025 | | 461,250 | 115,250 | 396,815 | 32,972 | 10,970 | 1,657,282 | | Regional President | | | | | | | | | |

  84. Summary Compensation Table

    | * Positions as of December 31, 2023 |

  85. Summary Compensation Table

    | (1) Amounts represent cash-based salary and bonus compensation before any deferrals under the Company’s deferred compensation plans. The amounts reflected in the “Non-Equity Incentive Plan Compensation” column as set forth above for 2023, 2022 and 2021 reflect the annual cash incentive compensation paid to our Named Executive Officers for such years under the EPIP. |

  86. Summary Compensation Table

    | (2) The dollar amounts shown in this column represent the fair value of restricted shares (including both time-based and performance-based restricted shares) on their respective grant dates, which equals the closing trading price per share of our common stock on the grant date. The fair value of these restricted shares on March 1, 2023 was $6.15 per share. The grant date fair value of performance-based restricted shares included in the table above was computed in accordance with ASC 718 and assumes performance conditions are achieved at the target (100%) performance |

  87. Summary Compensation Table

    | level. Assuming the highest level of performance conditions are achieved with respect to the 2023 performance-based restricted stock awards (which would result in vesting at a 200% performance level), the stock award values for 2023 would be as follows: Mr. Hingtgen, $6,150,000; Mr. Hammons, $2,767,500; Dr. Simon $1,230,000, Mr. Stockton, $768,750 and Mr. Campbell, $768,750. |

  88. Summary Compensation Table

    | (3) The dollar amounts in this column represent the grant date fair value of options using the Black-Scholes option pricing model. For options granted on March 1, 2023, the Black-Scholes price per option for all Named Executive Officers was calculated to be $4.61 per share. Assumptions used in calculating the value of options are described in Note 2 to the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on February 21, 2024. |

  89. Summary Compensation Table

    | (4) Amounts represent the actuarial increase in the present value of the Named Executive Officer’s benefit under the SERP using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements and include amounts which the Named Executive Officers may not currently be entitled to receive because such amounts are not vested. The non-qualified deferred compensation plan earnings contained no above-market or preferential portion of earnings for 2023, 2022 or 2021. |

  90. Summary Compensation Table

    | (5) All Other Compensation for the year ended December 31, 2023 consists of the following (which benefits are valued based on the aggregate incremental cost to the Company and are discussed in “Perquisites” on pages 62 to 63 of this Proxy Statement): |

  91. Summary Compensation Table

    | Name | Long-Term Disability Premiums ($) | 401(k) Plan Employer Matching Contributions ($) | Life Insurance Premiums ($) | Personal Use of Corporate Aircraft ($) | Membership/ Dues ($) | | Tim L. Hingtgen | 3,912 | 3,500 | 10,062 | - | 11,076 | | Kevin J. Hammons | 3,912 | 3,500 | 10,062 | - | - | | Lynn T. Simon, M.D. | 3,552 | 3,500 | 15,444 | - | - | | Kevin A. Stockton | 2,045 | 3,500 | 5,382 | - | - | | Chad A. Campbell | 2,088 | 3,500 | 5,382 | - | - |

  92. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information regarding restricted stock awards granted under the 2009 Plan, including the grant date fair value of these awards, and the range of potential cash incentive payments under the 2019 Employee Performance Incentive Plan, for the Named Executive Officers for the year ended December 31, 2023. There can be no assurance that the grant date fair value of stock awards will ever be realized.

  93. Grants of Plan-Based Awards

    | Name | Grant Date(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards Per Share ($) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#)(1) | Maximum (#) | | | | | | Tim L. Hingtgen | | - | 2,896,987 | 3,862,649 | - | - | - | - | - | - | - | | | 3/1/2023(2) | | - | - | | 400,000 | 800,000 | - | - | - | 2,460,000 | | | 3/1/2023(3) | | - | - | | - | - | 200,000 | - | - | 1,230,000 | | | 3/1/2023(4) | | - | - | | - | - | - | 200,000 | 6.15 | 922,000 | | Kevin J. Hammons | - | - | 965,662 | 1,429,180 | - | - | - | - | - | - | - | | | 3/1/2023(2) | | - | - | | 180,000 | 360,000 | - | - | - | 1,107,000 | | | 3/1/2023(3) | | - | - | | - | - | 90,000 | - | - | 553,500 | | | 3/1/2023(4) | | - | - | | - | - | - | 90,000 | 6.15 | 414,900 | | Lynn T. Simon, M.D. | | - | 692,889 | 989,842 | - | - | - | - | - | - | - | | | 3/1/2023(2) | | - | - | | 80,000 | 160,000 | - | - | - | 492,000 | | | 3/1/2023(3) | | - | - | | - | - | 40,000 | - | - | 246,000 | | | 3/1/2023(4) | | - | - | | - | - | - | 40,000 | 6.15 | 184,400 | | Kevin A Stockton | | - | 718,770 | 937,526 | - | - | - | - | - | - | - | | | 3/1/2023(2) | | - | - | | 50,000 | 100,000 | - | - | - | 307,500 | | | 3/1/2023(3) | | - | - | | - | - | 25,000 | - | - | 153,750 | | | 3/1/2023(4) | | - | - | | - | - | - | 25,000 | 6.15 | 115,250 | | Chad A. Campbell | | - | 512,020 | 800,031 | - | - | - | - | - | - | - | | | 3/1/2023(2) | | - | - | | 50,000 | 100,000 | - | - | - | 307,500 | | | 3/1/2023(3) | | - | - | | - | - | 25,000 | - | - | 153,750 | | | 3/1/2023(4) | | - | - | | - | - | - | 25,000 | 6.15 | 115,250 |

  94. Grants of Plan-Based Awards

    | (1) These equity awards which have a grant date of March 1, 2023 were approved by the Board of Directors on February 15, 2023. |

  95. Grants of Plan-Based Awards

    | (2) For Named Executive Officers other than Mr. Hingtgen and Mr. Hammons, lapsing of the performance-based restrictions with respect to the March 1, 2023 grant of restricted stock is based 50% on the attainment of a pre-determined level of Cumulative Consolidated Adjusted EBITDA Growth and 50% on the attainment of a pre-determined level of Cumulative Same-Store Net Revenue Growth for the three-year period beginning January 1, 2023 and ending on December 31, 2025. For Mr. Hingtgen and Mr. Hammons, lapsing of the performance-based restrictions with respect to the March 1, 2023 grant of restricted stock is based 40% on the attainment of a pre-determined level of Cumulative Consolidated Adjusted EBITDA Growth, 40% on the attainment of a pre-determined level of Cumulative Same-Store Net Revenue Growth, and 20% on the attainment of TSR Percentile Rank for the three-year period beginning January 1, 2023 and ending on December 31, 2025. The performance-based awards granted to our Named Executive Officers vest on the third anniversary of the grant date and can potentially vest as low as 0% for underachievement (as reflected in the threshold column) or as high as 200% for overachievement (as reflected in the maximum column). |

  96. Grants of Plan-Based Awards

    | (3) The time-based restrictions with respect to this March 1, 2023 grant of restricted stock will lapse in equal one-third increments on each of the first three anniversaries of the grant date. |

  97. Grants of Plan-Based Awards

    | (4) The time-based restrictions with respect to this March 1, 2023 option award will lapse in equal one-third increments on each of the first three anniversaries of the grant date. |

  98. Grants of Plan-Based Awards

    | (5) Represents the grant date fair value calculated under ASC 718, and as presented in our audited consolidated financial statements included in our Annual Report on Form 10-K for the 2023 fiscal year filed with the SEC on February 21, 2024. The grant date fair value of each restricted share granted on March 1, 2023 is $6.15. The closing market price of the shares of our Common Stock on December 29, 2023, the last trading day of the Company’s fiscal year, was $3.13. Each stock option was valued on the grant date using the Black-Scholes option pricing model. For options granted on March 1, 2023, the Black-Scholes price per option for all officers was calculated to be $4.61 per share. |

  99. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table shows outstanding stock option awards and unvested restricted stock awards as of December 31, 2023 for the Named Executive Officers.

  100. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) (1) | Number of Securities Underlying Unexercised Options Unexercisable (#) (2) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (3) | Market Value of Shares or Units of Stock That Have Not Vested ($) (4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4) | | Tim L. Hingtgen | 56,250 | - | - | $4.9900 | 2/28/2029 | | | | | | | 275,000 | - | - | $4.9300 | 2/28/2030 | | | | | | | 66,667 | 33,333 | - | $8.8100 | 2/28/2031 | | | | | | | 33,333 | 66,667 | - | $10.1800 | 2/28/2032 | | | | | | | - | 200,000 | | $6.1500 | 2/28/2033 | 300,001 | 939,003 | 800,000 | 2,504,000 | | Kevin J. Hammons | 18,000 | - | - | $4.9900 | 2/28/2029 | | | | | | | 47,500 | - | - | $4.9300 | 2/28/2030 | | | | | | | 50,000 | 25,000 | - | $8.8100 | 2/28/2031 | | | | | | | 25,000 | 50,000 | - | $10.1800 | 2/28/2032 | | | | | | | - | 90,000 | | $6.1500 | 2/28/2033 | 140,000 | 438,200 | 330,000 | 1,032,900 | | Lynn T. Simon, M.D. | 26,250 | - | - | $4.9900 | 2/28/2029 | | | | | | | 26,250 | - | - | $4.9300 | 2/28/2030 | | | | | | | 26,667 | 13,333 | - | $8.8100 | 2/28/2031 | | | | | | | 13,333 | 26,667 | - | $10.1800 | 2/28/2032 | | | | | | | - | 40,000 | | $6.1500 | 2/28/2033 | 40,000 | 125,200 | 80,000 | 250,400 | | Kevin A. Stockton | 8,000 | - | - | $4.9900 | 2/28/2029 | | | | | | | 15,000 | - | - | $4.9300 | 2/28/2030 | | | | | | | 10,000 | 5,000 | - | $8.8100 | 2/28/2031 | | | | | | | 8,333 | 16,667 | - | $10.1800 | 2/28/2032 | | | | | | | | 25,000 | | $6.1500 | 2/28/2033 | 46,667 | 146,068 | 115,000 | 359,950 | | Chad A. Campbell | 15,000 | - | - | $4.9300 | 2/28/2030 | | | | | | | 10,000 | 5,000 | - | $8.8100 | 2/28/2031 | | | | | | | 8,333 | 16,667 | - | $10.1800 | 2/28/2032 | | | | | | | - | 25,000 | | $6.1500 | 2/28/2033 | 46,667 | 146,068 | 115,000 | 359,950 |

  101. Outstanding Equity Awards at Fiscal Year End

    | (1) These options were fully vested as of December 31, 2023. |

  102. Outstanding Equity Awards at Fiscal Year End

    | (2) These options were unexercisable as of December 31, 2023. Vesting for these awards occurred or will occur, subject to the terms of the 2009 Plan, in one-third increments on each of the first three (3) anniversaries of the grant date. |

  103. Outstanding Equity Awards at Fiscal Year End

    | (3) This column includes the following restricted stock awards that were subject to time-based vesting restrictions at December 31, 2023: |

  104. Outstanding Equity Awards at Fiscal Year End

    | Name | Date Granted | Time-Based Restricted Shares | | Tim L. Hingtgen | 3/1/2021 | 33,334 | | | 3/1/2022 | 66,667 | | | 3/1/2023 | 200,000 | | Kevin J. Hammons | 3/1/2021 | 25,000 | | | 3/1/2022 | 50,000 | | | 3/1/2023 | 90,000 | | Lynn T. Simon, M.D. | 3/1/2021 | 13,334 | | | 3/1/2022 | 26,667 | | | 3/1/2023 | 40,000 | | Kevin A. Stockton | 3/1/2021 | 5,000 | | | 3/1/2022 | 16,667 | | | 3/1/2023 | 25,000 | | Chad A. Campbell | 3/1/2021 | 5,000 | | | 3/1/2022 | 16,667 | | | 3/1/2023 | 25,000 |

  105. Outstanding Equity Awards at Fiscal Year End

    Vesting for these awards occurred or will occur, subject to the terms of the 2009 Plan, in one-third increments on each of the first three (3) anniversaries of the grant date.

  106. Outstanding Equity Awards at Fiscal Year End

    | (4) Market value is calculated based on the closing market price of shares of the Company’s Common Stock on December 29, 2023, the last trading day of the Company’s fiscal year, of $3.13 per share. |

  107. Outstanding Equity Awards at Fiscal Year End

    | (5) This column includes the 2021, 2022 and 2023 performance-based restricted stock awards which vest on March 1, 2024, 2025 and 2026, respectively. The performance-based awards can potentially vest as low as 0% for underachievement or as high as 200% for overachievement with respect to the three-year performance period. In accordance with SEC disclosure rules, the number of shares reflected in the table is based on an assumed achievement at the target (100%) performance level. In addition, the performance-based restricted stock awards which were granted on March 1, 2021 ultimately vested at the 80% level for our Chief Executive Officer and Chief Financial Officer, and at the 100% level for our other Named Executive Officers taking into account the level of achievement of the performance metrics under such awards during the three year performance period ended December 31, 2023, as described in greater detail above in the Compensation Discussion and Analysis. |

  108. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth certain information regarding options exercised for the Named Executive Officers along with the number of restricted stock awards that vested during the year ended December 31, 2023.

  109. Option Exercises and Stock Vested

    | | Stock Options | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Tim L. Hingtgen | - | - | 241,666 | 1,486,246 | | Kevin J. Hammons | - | - | 160,834 | 989,129 | | Lynn T. Simon, M.D. | - | - | 87,916 | 540,683 | | Kevin A. Stockton | - | - | 33,333 | 204,998 | | Chad A. Campbell | - | - | 33,333 | 204,998 |

  110. Option Exercises and Stock Vested

    | (1) The value realized upon vesting is based on the number of shares vesting multiplied by the closing price of our Common Stock on the date the award vested. |

  111. Pension Benefits

    Pension Benefits The table below shows the present value of accumulated benefits payable to each of the Named Executive Officers as of December 31, 2023, including the number of years of service credited to each such Named Executive Officer. Under the Company’s SERPs, the present value is determined by using discount rate and mortality rate assumptions consistent with those described in Note 10 of the footnotes of the Company’s audited consolidated financial statements for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 21, 2024. These plans are non-contributory, non-qualified defined benefit plans that provide for the payment of benefits from the general funds of the Company. The plans generally provide that, when a participant retires after his or her normal retirement age (age 65), he or she will be entitled to receive a single lump-sum payment based on the actuarially-determined monthly income payment based on a monthly calculation of (i) the participant’s Annual Retirement Benefit, reduced by (ii) the participant’s monthly amount of Social Security old age and survivor disability insurance benefits payable to the participant commencing at his or her unreduced Social Security retirement age. For this purpose, the “Annual Retirement Benefit” means an amount equal to the sum of the participant’s compensation for the highest three years out of the last ten full years of service preceding the participant’s termination of employment, divided by three, then multiplied by the lesser of (i) 60% or a (ii) percentage equal to 2% multiplied by the participant’s years of service. Employees who have attained age 55 with at least 5 years of service and who retire prior to the normal retirement date or with fewer than 30 years of service receive a reduced benefit.

  112. Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service (#) (1) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Tim L. Hingtgen | SERP | 9.92 | 5,393,427 | - | | Kevin J. Hammons | SERP | 11.83 | 3,078,686 | - | | Lynn T. Simon, M.D. | SERP | 13.00 | 4,038,419 | - | | Kevin A. Stockton | SERP | 2.58 | - | - | | Chad A. Campbell | SERP | 2.58 | 32,972 | - |

  113. Pension Benefits

    | (1) Named Executive Officers receive one year of credited service for each year of actual service. |

  114. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table shows the contributions, earnings and account balances for the Named Executive Officers in the Deferred Compensation Plan. Participation in this plan is limited to a selected group of management or highly compensated employees of the Company. The participants may select their investment funds in the plan in which their accounts are deemed to be invested. The Company has not contributed to this plan since 2009. Company contributions made prior to that time are now fully vested. Distributions from the plan are in a lump sum payment as soon as administratively feasible, but no earlier than ten (10) days and no later than forty-five (45) days following the date on which the participant is entitled to receive the distribution. The participant also has the option to make an election to delay the time of payments in five (5) annual installments or in ten (10) annual installments. The election for the deferral may not be made less than twelve (12) months prior to the date of the first scheduled payment. An election relating to the form of payment may be made as permitted under Section 409A of the IRC.

  115. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($) (1) | Aggregate Earnings in Last FY ($) (2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) (3) | | Tim L. Hingtgen | - | 63,030 | - | 447,713 | | Kevin J. Hammons | 77,253 | 133,233 | - | 964,559 | | Lynn T. Simon, M.D.(3) | - | - | - | - | | Kevin A. Stockton | - | 120,597 | - | 634,728 | | Chad A. Campbell | - | - | - | - |

  116. Non-Qualified Deferred Compensation

    | (1) Contributions from 2023 salary. These amounts are also included as compensation in the Summary Compensation Table. |

  117. Non-Qualified Deferred Compensation

    | (2) Investment earnings for 2023. |

  118. Non-Qualified Deferred Compensation

    | (3) Balance under the Deferred Compensation Plan as of December 31, 2023. |

  119. Non-Qualified Deferred Compensation

    | (4) Lynn T. Simon, M.D. and Chad A. Campbell are not participants in the Deferred Compensation Plan. |

  120. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The table below sets forth potential payments and/or benefits that would be provided to our current Named Executive Officers upon termination of employment or a change in control. These amounts are the incremental or enhanced amounts that a Named Executive Officer would receive that is in excess of those benefits that the Company would generally provide to other employees under the same circumstances. These amounts are estimates only and are based on the assumption that the terminating event or a change in control, as applicable, occurred on December 29, 2023, the last trading day of the Company’s fiscal year. The closing price of the Company’s Common Stock was $3.13 on that date.

  121. Potential Payments upon Termination or Change in Control

    | Named Executive Officer | Cash Severance ($) | Equity Incentive Plan Awards | | Retirement Benefit - SERP ($) | Health and Welfare Benefits ($) | Outplacement Counseling and Related Benefits ($) | Excise Tax Gross Up ($) | Total ($) | | | | Acceleration of Options ($) | Acceleration of Restricted Stock ($) | | | | | | | Tim L. Hingtgen | | | | | | | | | | Voluntary termination | - | - | - | 8,824,808 | - | - | - | 8,824,808 | | Involuntary termination | 4,648,055 | - | 3,443,003 | 8,824,808 | 45,340 | - | - | 16,961,206 | | Change in control of the company (1) | 14,374,650 | - | 3,443,003 | 14,172,620 | 68,010 | 25,000 | - | 32,083,283 | | Kevin J. Hammons | | | | | | | | | | Voluntary termination | - | - | - | 4,582,961 | - | - | - | 4,582,961 | | Involuntary termination | 2,302,139 | - | 2,018,850 | 4,582,961 | 25,500 | - | - | 8,929,450 | | Change in control of the company (1) | 5,992,590 | - | 2,018,850 | 6,837,826 | 38,250 | 25,000 | - | 14,912,516 | | Lynn T. Simon, M.D. | | | | | | | | | | Voluntary termination | - | - | - | 4,299,060 | - | - | - | 4,299,060 | | Involuntary termination | 1,794,912 | - | 1,001,603 | 4,299,060 | 25,500 | - | - | 7,121,075 | | Change in control of the company (1) | 4,660,932 | - | 1,001,603 | 5,512,774 | 38,250 | 25,000 | - | 11,238,559 | | Kevin A. Stockton | | | | | | | | | | Voluntary termination | - | - | - | - | - | - | - | - | | Involuntary termination | 1,640,292 | - | 506,018 | - | 22,232 | - | - | 2,168,542 | | Change in control of the company (1) | 4,031,360 | - | 506,018 | - | 33,348 | 25,000 | - | 4,595,725 | | Chad A. Campbell | | | | | | | | | | Voluntary termination | - | - | - | - | - | - | - | - | | Involuntary termination | 1,676,865 | - | 506,018 | - | 45,340 | - | - | 2,228,223 | | Change in control of the company (1) | 3,456,134 | - | 506,018 | - | 68,010 | 25,000 | - | 4,055,162 |

  122. Potential Payments upon Termination or Change in Control

    | (1) The change in control severance agreements to which our Named Executive Officers are a party are “double trigger” agreements, and as such, the Named Executive Officers set forth above would only be entitled to cash severance in the event of both a change in control and a qualifying termination of employment. |

  123. Potential Payments upon Termination or Change in Control

    Below is a discussion of the estimated payments and/or benefits under four events:

  124. Potential Payments upon Termination or Change in Control

    | 1. | Voluntary Termination, which includes resignation and involuntary termination for cause, including the Company’s termination of the Named Executive Officer’s employment for reasons such as violation of certain Company policies or for performance related issues, but does not include retirement. |

  125. Potential Payments upon Termination or Change in Control

    | 2. | Retirement, as defined in the various plans and agreements. The benefits to the Named Executive Officers for Retirement are equal to those available in the case of a Voluntary Termination as described in the table above. |

  126. Potential Payments upon Termination or Change in Control

    | 3. | Involuntary Termination, which includes a termination other than for cause, (including any termination by the Company without cause and any termination due to death or disability) but does not include a termination related to a change in control of the Company. |

  127. Potential Payments upon Termination or Change in Control

    | 4. | Change in Control of the Company, as defined in the CIC Agreements previously described in the “Change in Control Severance Arrangements” section of the Compensation Discussion and Analysis. |

  128. CEO Pay Ratio

    CEO Pay Ratio Under rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is required to calculate and disclose the total compensation paid to its median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our Chief Executive Officer. Set forth below is a brief description of our methodology and the resulting CEO pay ratio.

  129. Methodology and Pay Ratio

    Methodology and Pay Ratio Once the median employee was identified as noted above, we calculated the median employee’s total annual compensation in accordance with the requirements of the Summary Compensation Table. No material assumptions or estimates were made to identify the median employee or determine total annual compensation. Annual total compensation for both the Chief Executive Officer and the median employee was calculated in accordance with Item 402(c)(2)(x) of Regulation S-K. The annual total compensation for our Chief Executive Officer includes both the amount reported in the “Total” column of our 2023 Summary Compensation Table of $8,348,223 and the estimated value of our CEO’s health and welfare benefits of $22,670. Our median employee compensation as calculated using Summary Compensation Table requirements (including the estimated value of health and welfare benefits) was $87,176. Therefore, our CEO to median employee pay ratio is 96:1.

  130. Pay Versus Performance

    Pay Versus Performance