Compensation for Wayne Smith, chairman, president and CEO of Franklin, Tenn.-based Community Health Systems, totaled $17.3 million for 2012 — a drop of more than $4 million from his 2011 pay package, according to a proxy disclosure filed with the U.S. Securities and Exchange Commission.
CHS' compensation committee said it lowered the compensation packages of the for-profit hospital operator's top executives compared with last year's payouts to align the executives' interests "with the interests of our stockholders," according to the disclosure.
Among the actions the committee took were no increases to executive base salaries or target cash incentives for 2012. In addition, CHS withheld some of the 2011 incentives and reduced stock option awards by 20 percent.
The $17.3 million package was down from the $21.6 million Mr. Smith earned last year. Within Mr. Smith's compensation was a $1.4 million base salary, $2.4 million in stock and option awards, $4.2 million in bonuses and incentives and almost $9 million in deferred earnings. Mr. Smith also was compensated more than $92,000 for personal use of CHS' private airplane.
CHS CFO Larry Cash's compensation decreased from $8.73 million in 2011 to $7.5 million last year. His pay included a $750,000 salary, more than $1 million in stock and options, $1.5 million in incentives and more than $4.1 million for his supplemental executive retirement plan.
The next highest-paid CHS executives were President of Division I Operations David Miller ($3.86 million), President of Division II Operations Michael Portacci ($3.61 million) and President of Division V Operations Thomas Miller ($2.68 million).
CHS officials also said due to last year's "disappointing say-on-pay vote," when more than 60 percent of shareholders voted against the executive compensation plan, the compensation committee made the following actions for Mr. Smith and Mr. Cash:
• There will be no salary increases or stock options for 2013.
• Cash incentives for 2012 will be reduced if CHS' total shareholder return is not above the 75th percentile.
• TSR will also be used to determine incentives for 2013.
CHS' compensation committee said it lowered the compensation packages of the for-profit hospital operator's top executives compared with last year's payouts to align the executives' interests "with the interests of our stockholders," according to the disclosure.
Among the actions the committee took were no increases to executive base salaries or target cash incentives for 2012. In addition, CHS withheld some of the 2011 incentives and reduced stock option awards by 20 percent.
The $17.3 million package was down from the $21.6 million Mr. Smith earned last year. Within Mr. Smith's compensation was a $1.4 million base salary, $2.4 million in stock and option awards, $4.2 million in bonuses and incentives and almost $9 million in deferred earnings. Mr. Smith also was compensated more than $92,000 for personal use of CHS' private airplane.
CHS CFO Larry Cash's compensation decreased from $8.73 million in 2011 to $7.5 million last year. His pay included a $750,000 salary, more than $1 million in stock and options, $1.5 million in incentives and more than $4.1 million for his supplemental executive retirement plan.
The next highest-paid CHS executives were President of Division I Operations David Miller ($3.86 million), President of Division II Operations Michael Portacci ($3.61 million) and President of Division V Operations Thomas Miller ($2.68 million).
CHS officials also said due to last year's "disappointing say-on-pay vote," when more than 60 percent of shareholders voted against the executive compensation plan, the compensation committee made the following actions for Mr. Smith and Mr. Cash:
• There will be no salary increases or stock options for 2013.
• Cash incentives for 2012 will be reduced if CHS' total shareholder return is not above the 75th percentile.
• TSR will also be used to determine incentives for 2013.
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