61
CEO/President Executive Compensation Committee Monday, June 22, 2020 9:30 a.m.

CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

  • Upload
    others

  • View
    1

  • Download
    0

Embed Size (px)

Citation preview

Page 1: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

CEO/President Executive Compensation Committee

Monday, June 22, 2020

9:30 a.m.

Page 2: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

AGENDA

LEE MEMORIAL HEALTH SYSTEM BOARD OF DIRECTORS PRESIDENT/CEO EXECUTIVE COMPENSATION COMMITTEE MEETING JUNE 22, 2020 AT 9:30 A.M. Location: 13685 Doctors Way, Fort Myers, FL, 33912 Board Office Teleconference Dial-In # 1 415 655 0002 Access Code 479 493 525

1) Call to Order and Introductory Comments – (David Collins, Board Chair, Committee

Chair)

2) Public Input Statement (Packet page 4)

3) Preliminary Comments – (Board Counsel) (Packet page 5)

a. Sunshine

b. Committee Limited Mandate

4) Review by Counsel of Contract Provisions contained in President/CEO Employment

Agreement (George Knott, Board Counsel) (Packet pages 6-17)

5) Discussion of Gallagher Report (Arthur J. Gallagher & Co.) – (Mike Wukitsch, CHRO) –

(Packet pages 27-56)

a. Gallagher Compensation Adjustment Report

b. Supplemental Information requested from Gallagher

c. Current Trends in CEO Compensation

6) Committee’s Recommendation Regarding Employment Agreement (only)

7) Review of Short-Term and Long-term Incentive Plans (George Knott, Board Counsel)

(Packet pages 18-21)

8) Review by Chief Human Resources Officer (CHRO) of current President/CEO Short

Term and Long Term Incentive Plan (Mike Wukitsch, CHRO) (Packet pages 22-25)

a. President and CEO Incentive Performance Metrics

Page 3: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

b. Review of Short Term and Long Term Incentives – Are they reflective of progress

of the system

c. System Strategic Scorecard – Timeline for approval

d. In house capabilities

9) Additional Information needed for Committee consideration of Short Term and Long

Term Incentive Plan

a. In House Capability

b. Best Practice regarding contract extension.

10) Next Steps – Recommendations to Full Board (David Collins, Board Chair, Committee

Chair)

11) Adjourn

Date of Next Meeting TBD

Page 4: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

Statement regarding PUBLIC INPUT

All public input will take place at the Board of Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address the Board of Directors” card should be completed and submitted to the Board Staff prior to meeting. Non-Committee members are present to observe only and not to participate. Please contact the Board Office with any questions. (239) 343-1500

Page 5: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

Lee Memorial Health System Board of Directors

PRESIDENT/CEO EXECUTIVE COMPENSATION COMMITTEE

PRELIMINARY COMMENTS

George Knott, Board Counsel

Page 6: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

Lee Memorial Health System Board of Directors

PRESIDENT/CEO EXECUTIVE COMPENSATION COMMITTEE

REVIEW BY COUNSEL OF CONTRACT PROVISIONS

George Knott, Board Counsel

Page 7: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address
Page 8: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address
Page 9: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address
Page 10: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address
Page 11: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address
Page 12: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address
Page 13: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address
Page 14: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address
Page 15: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address
Page 16: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address
Page 17: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address
Page 18: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address
Page 19: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address
Page 20: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address
Page 21: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address
Page 22: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

Lee Memorial Health System Board of Directors

PRESIDENT/CEO EXECUTIVE COMPENSATION COMMITTEE

REVIEW BY CHIEF HUMAN RESOURCES

OFFICER OF CURRENT CONTRACT

Mike Wukitsch, Chief Human Resources

Officers

Page 23: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address
Page 24: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address
Page 25: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

PRESIDENT/CEO EXECUTIVE COMPENSATION COMMITTEE TOPIC MINUTE EXCERPTS Thursday June 29,2017 CEO COMPENSATION PLAN Steve Sullivan of Pearl Meyer presented the CEO Incentive Plan. A motion was made by David Collins to approve the CEO Incentive Plan to have threshold and target goals of up to 30% with an additional 15% stretch goal incentive to be included in the plan with the four plan metrics as follows: Quality Reduce the rate of 30-day Medicare readmissions Service Increase the percent of patients rating Lee Health as a “9” or a “10” Population Health Increase the number of patient lives under management in alternative payment models Finance Increase operating margin The motion was seconded by Stephen Brown and carried with Therese Everly opposed.

Thursday November 29, 2018 PRESIDENT/CEO INCENTIVE COMPENSATION PLANS A motion was made by Donna Clarke to approve, after discussion of proposed options, a Short Term Incentive Plan for FY2019 and to authorize, upon legal review and approval, the Chairman of the Board for LMHS to execute the FY2019 Short Term Incentive Plan with a 3.25% operating margin metric. The motion was seconded by Dr. Cohen. The motion carried with Therese Everly opposed. Chris Hansen was not present for the vote. A motion was made by David Collins to approve the Short Term Incentive Plan Measurement as: 50% of Incentive Awarded based on the Quality Goal Achievement: Medicare all Cause 30-Day Readmission Rate 4th Quarter equal to 15.5% 50% of Incentive Awarded based on the Service Goal Achievement: Patient Experienced IP Acute Care HCAPHPS Top Box – 73.7% The motion was seconded by Jessica Carter Peer and carried with no opposition. A motion was made by Dr. Cohen to approve the Long Term Incentive’s Financial Goal Achievement Measurement as stated: Year 1: Financial Goal approved by Board in FY2019 Short Term Incentive Plan Year 2 and 3: One quarter percent greater than system operating margin target established by the Board The motion was seconded by Donna Clarke. The motion carried with Therese Everly opposed. A motion was made by Dr. Cohen to approve the Long Term Incentive’s Quality Goal Achievement Measurement with option #1 CMS Star Rating with the modifications: Year 1: Two out of Three hospitals achieve 3 STARS with no hospitals achieving less than 2 STARS Year 2: Two out of Three hospitals achieve 3 STARS for sustained performance with no hospitals achieving less than 2 STARS Year 3: Two out of Four hospitals achieve 4 STARS with no hospitals achieving less than 3 STARS The motion was seconded by Stephen Brown and carried with Jessica Carter Peer, Therese Everly, Nancy McGovern and David Collins opposed. An amended motion was made by Donna Clarke to approve the Long Term Incentive’s Growth Goal Achievement Measurement Option #2: Alternate payer model shared savings % Year 1: 4% of Benchmark Savings (based on PY18) Year 2: 4.5% of Benchmark Savings (based on PY19) Year 3: 5% of Benchmark Savings (based on PY20)

Page 26: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

BOARD OF DIRECTORS MEETING MINUTES

2

With the modification to input the methodology to adjust years 2 and 3 based on changes from CMS and will be clarified before the contract is signed. The motion was seconded by Chris Hansen and carried with David Collins opposed. Nancy McGovern recused herself from voting.

Thursday October 31, 2019 COMMITTEES SUMMARIES AND RECOMMENDATIONS A motion was made by Donna Clarke to approve the President / CEO Short Term Incentive Plan metrics for FY2020 as revised by the full Board of Directors and to authorize, upon final legal review and approval, the Chairman of the Board for Lee Health to execute the FY2020 Short Term Incentive Plan. The motion was seconded by Stephanie Meyer and carried with Therese Everly opposed.

Page 27: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com

PRESIDENT / CHIEF EXECUTIVE OFFICERTOTAL CASH COMPENSATION REVIEW

LEE HEALTHFort Myers, Florida

John Allison | Senior ConsultantMay 2020

Page 28: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

1©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com

Table of Contents

I. IntroductionII. MethodologyIII. Cash Compensation Analysis

Appendix A: Peer Group ListsAppendix B: Market DataAppendix C: President / CEO Base Salary

Page 29: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com 2

Introduction

Page 30: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

3©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com

Introduction

Lee Health (LH) is a public health care system that serves the needs of southwest Florida and includes the following facilities• Four acute care hospitals

‒ Cape Coral Hospital (GCH)‒ Lee Memorial Hospital (LMH)‒ HealthPark Medical Center (HPMC)‒ Gulf Coast Medical Center (GCMC)

• Two specialty hospitals‒ Golisano Children's Hospital of Southwest Florida ‒ The Rehabilitation Hospital

• Other healthcare facilities and services, including a home health agency, a nursing home, outpatient treatment and diagnostic centers, and physician offices

• In the most recent fiscal year, LH had $2.0B in net revenue

Page 31: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

4©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com

Background

Lee Health engaged Gallagher’s Human Resources & Compensation

Consulting practice to conduct a comprehensive review of total cash compensation for its CEO, to• Assess alignment of compensation with the executive compensation philosophy• Determine if base salary and total cash compensation is competitive with market practices• Help the Committee make well informed decisions on CEO compensation• Provide the Committee with the comparability data it needs to establish a rebuttable

presumption of reasonableness

Page 32: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

5©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com

LH’s Executive Total Compensation Philosophy

LH has an executive compensation philosophy, the key points of which are described below• Compensation positioned at the median of the peer group • President/Chief Executive Officer’s compensation compared with a combination of National,

Southeast Regional, and Florida peer groups of systems and hospitals similar to LH in terms of size and organizational complexity

Page 33: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com 6

Methodology

Page 34: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

7©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com

Methodology

Project

Planning

Data

Collection

Analysis

Market

Comparison

Final

Report

Gallagher completed the following steps for this study

Collected and reviewed background data, including

Organization financial and demographic data

Current compensation data

Developed custom peer groups (national, regional, and state) of similar

healthcare organizations from our proprietary database in compliance with

LH’s compensation philosophy (see Appendix A)

Compiled cash compensation data from the custom peer groups,

supplemented with published survey data

Prepared a market chart summarizing the compensation data (see Appendix B)

Compared the CEO’s base salary, incentives, and total cash compensation to

peer group levels

Prepared this report to document our analysis and findings

Page 35: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

8©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com

Data Sources

Gallagher relied on the following data sources to complete this review• Gallagher proprietary database, which includes data from over 550 health care systems and

2,000 hospitals• Published survey data

‒ US IHN Healthcare Hospital Executives Survey, Mercer Human Resource Consulting (2019)

Additional information is provided in the appendices

• Peer group lists are provided in Appendix A

• Market chart showing detailed data is provided in

Appendix B

All data has been updated to an

effective date of June 1, 2020

by an annualized factor of 3.0%

Page 36: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

9©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com

National Peer Group Description

The following table shows the characteristics of the organizations that are included in the national peer group

Peer Group Characteristics

Custom National

Peer Group

• Custom peer group of independent health systems comparable to LH in complexity and in size as measured by total

net operating revenue ranging from approximately half the size of LH to twice its size

− Used $2.0B net revenue for LH

• Excludes subsidiary systems, children’s organizations, and cancer centers

The final peer groups are shown in Appendix A

Initial Pool All Healthcare organizations Over 3,000

Health Systems Independent systems Over 550

Size Revenue = ½ to 2X the size of LH 105

Final Selection Final selection adjusted for revenue 81

Southeast Region and Florida peer groups developed in a similar manner

Page 37: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com 10

Cash Compensation Analysis

Page 38: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

11©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com

Base Salary Analysis

The graph below compares the base salary for LH’s President / CEO to the

median of the market – LH’s targeted compensation philosophy

• Peer group data represents equally weighted national, regional, and state data• The President / CEO’s base salary is 6% below median

President / CEO

LH Salary $1,054,019

Peer Group Median $1,122,000

LH as a % of Median 94%

94%

0%

20%

40%

60%

80%

100%

120%

Page 39: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

12©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com

Annual Incentive Analysis

Prevalence• The healthcare industry has increased its use of annual incentive plans and our 2019

National Leadership Survey indicated that 93% of health systems offer annual incentives to executives

• Incentive prevalence in LH’s custom national peer group was slightly higher, with 96%

incentive plan prevalence for the CEO; regional prevalence was slightly lower at 87%

Opportunity Levels• The table below illustrates opportunity levels within the peer group, for those organizations

that offer annual incentives

• Opportunity levels for LH’s President / CEO are 5% below peer group data

Lee Health

Peer Group

(National and Regional)

Position Target Maximum Target Maximum

President / CEO 30% 45% 35% 50%

Page 40: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

13©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com

Total Annual Cash (TAC) Analysis

The graph below compares total annual cash (TAC) for LH’s President / CEO

to the median of the market – LH’s targeted compensation philosophy

• Peer group data represents equally weighted national, regional, and state data• TAC includes base salary plus annual incentives• The President / CEO’s target TAC is 2% below median

‒ Actual TAC (no incentive payout) is 24% below median

President / CEO Target President / CEO Actual

LH TAC $1,370,225 $1,054,019

Peer Group Median $1,393,000 $1,393,000

LH as a % of Median 98% 76%

98%

76%

0%

20%

40%

60%

80%

100%

120%

Page 41: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

14©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com

Long-Term Incentive Analysis

Prevalence• Our 2019 National Leadership Survey indicated that 24% of health systems offer long-term

incentives to executives• LTI prevalence in LH’s custom national peer group was higher, with 34% LTI prevalence for

the CEO; regional prevalence was at 32%

Opportunity Levels• The table below illustrates LTI opportunity levels within the peer group, for those

organizations that offer long-term incentives

• LTI opportunity levels for LH’s President/CEO are slightly below peer group data, for those

organizations that offer long-term incentives

Lee Health

Peer Group

(National)

Peer Group

(Regional)

Position Target Target Target

President / CEO 15% 20% 18%

Page 42: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

15©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com

Total Direct Cash (TDC) Analysis

The graph below compares total direct cash (TDC) for LH’s President / CEO to

the median of the market – LH’s targeted compensation philosophy

• Peer group data represents equally weighted national, regional, and state data• TDC includes base salary plus annual incentives plus long-term incentives• The President / CEO’s target TDC is 7% above median

‒ Actual TDC (no incentive payout) is 26% below median

President / CEO Target President / CEO Actual

LH TDC $1,528,328 $1,054,019

Peer Group Median $1,422,000 $1,422,000

LH as a % of Median 107% 74%

107%

74%

0%

20%

40%

60%

80%

100%

120%

Page 43: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com 16

Appendix APeer Group Lists

Page 44: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

17©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com

Comparability Data

Following IRS guidance to create a “rebuttable presumption of reasonableness,” compensation

arrangements must be based on appropriate comparability data. Appropriate data includes

compensation paid by similarly situated organizations, both taxable and tax-exempt, for functionally

comparable positions; the availability of similar services in the geographic area; and compensation

surveys compiled by independent firms.

As a leading independent consulting firm specializing in healthcare compensation, Gallagher

Integrated has the most robust and complete healthcare compensation database in the country. As

such, we have the greatest access to comparability data to comply with the IRS guidelines.

To comply with these guidelines, LH’s compensation philosophy calls for a peer group which consists

of national, regional, and state healthcare organizations similar to LH in size and complexity.

The peer group lists that follow have been carefully constructed to ensure close adherence to the

parameters of LH’s compensation philosophy as well as IRS guidelines; paying particular attention to:

• Include health systems of comparable size

− Revenue ranging from about half the size of LH to twice its size

• Exclude:

− Children’s hospitals and cancer centers

Page 45: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

18©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com

National Peer Group

Organization City State Net Revenue Beds FTEsUniversity Hospitals Cleveland OH $3,900.0 2,393 19,066

Virginia Commonwealth University Health System (VCU) Richmond VA $3,691.0 971 10,905

Centura Health Centennial CO $3,629.0 2,062 25,845

Ochsner Health System New Orleans LA $3,407.2 1,127 15,493

Inova Health System Falls Church VA $3,402.8 1,735 14,294

Scripps Health San Diego CA $3,384.7 1,182 13,197

Orlando Health Orlando FL $3,283.3 1,905 16,817

OSF Healthcare System Peoria IL $3,271.7 1,452 17,754

Piedmont Healthcare Atlanta GA $3,146.6 1,471 15,571

Franciscan Health Mishawaka IN $3,144.5 2,071 14,784

University of Texas Southwestern Medical Center Dallas TX $3,126.9 608 15,230

UCHealth Aurora CO $3,105.8 1,820 14,324

Baptist Health South Florida Miami FL $3,024.9 1,974 18,038

Lehigh Valley Health Network Allentown PA $2,928.0 1,495 16,232

Allegheny Health Network Pittsburgh PA $2,912.9 1,919 16,556

CareGroup Healthcare System Boston MA $2,876.8 1,259 12,760

Presence Health Chicago IL $2,800.0 3,182 9,991

Hartford HealthCare Hartford CT $2,800.0 1,474 16,109

The Carle Foundation Urbana IL $2,608.0 413 7,074

UW Health Madison WI $2,550.0 1,327 11,417

Page 46: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

19©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com

National Peer Group

Organization City State Net Revenue Beds FTEsSCL Health Broomfield CO $2,530.7 1,674 15,655

Marshfield Clinic Marshfield WI $2,456.0 513 8,448

Norton Healthcare Louisville KY $2,450.6 1,511 12,015

UMass Memorial Health Care Worcester MA $2,447.1 1,009 12,906

Avera Health Sioux Falls SD $2,372.4 1,932 11,688

St. Luke's Health System Boise ID $2,255.1 885 12,650

Community Health Network Indianapolis IN $2,235.0 1,129 11,943

University of Miami Health System Miami FL $2,207.0 600 12,322

MemorialCare Fountain Valley CA $2,192.0 1,375 8,693

WellSpan Health Gettysburg PA $2,179.2 1,115 13,799

Westchester Medical Center Health Network Valhalla NY $2,178.4 1,503 9,692

Multicare Health System Tacoma WA $2,167.5 1,358 12,927

Baptist Memorial Health Care Corporation Memphis TN $2,156.2 2,350 9,818

NorthShore University HealthSystem Evanston IL $2,153.7 680 8,434

Lifespan Providence RI $2,153.0 1,070 10,185

Cone Health Greensboro NC $2,148.5 1,057 10,212

Legacy Health System Portland OR $2,118.0 1,249 10,809

Kaleida Health Buffalo NY $2,100.0 1,079 8,422

Methodist Le Bonheur Healthcare Memphis TN $2,090.1 1,399 11,667

UC Health Cincinnati OH $2,043.6 927 7,905

Page 47: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

20©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com

National Peer Group

Organization City State Net Revenue Beds FTEsPremier Health Dayton OH $2,000.0 1,666 12,586

University of Vermont Health Network Burlington VT $1,995.0 1,003 11,791

Jackson Health System Miami Fl $1,975.6 2,137 12,859

Dartmouth-Hitchcock Medical Center Lebanon NH $1,969.5 396 9,112

Health First Rockledge FL $1,934.0 900 7,399

TriHealth Cincinnati OH $1,875.2 776 9,038

Vidant Health Greenville NC $1,869.1 1,315 11,813

University of Utah Health Care Salt Lake City UT $1,857.0 738 10,257

Parkview Health Fort Wayne IN $1,853.2 892 9,838

ChristianaCare Wilmington DE $1,836.0 969 10,248

Baystate Health Springfield MA $1,827.0 879 9,388

Carilion Clinic Roanoke VA $1,802.0 1,114 11,513

Mission Hospital Asheville NC $1,799.0 763 7,727

Franciscan Missionaries of Our Lady (OSF) Health System Baton Rouge LA $1,777.0 1,788 11,985

Kettering Health Network Dayton OH $1,756.6 1,346 10,586

Main Line Health Radnor PA $1,750.0 1,387 8,495

Tower Health West Reading PA $1,738.0 757 7,370

University of Texas Medical Branch Galveston TX $1,712.3 413 13,188

Saint Luke's Health System Kansas City MO $1,710.9 1,134 9,527

Community Medical Centers - Corporate Fresno CA $1,700.0 985 7,378

Page 48: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

21©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com

National Peer Group

Organization City State Net Revenue Beds FTEsNorthern Light Health Brewer ME $1,672.1 1,092 9,365

University of Iowa Hospitals and Clinics Iowa City IA $1,666.4 811 11,300

CoxHealth Springfield MO $1,568.2 900 12,000

Lahey Health Burlington MA $1,506.0 345 5,896

LCMC Health New Orleans LA $1,500.0 1,070 9,405

UF Health Gainesville FL $1,489.7 850 9,151

St. Elizabeth Healthcare Edgewood KY $1,483.6 862 7,210

The Nebraska Medical Center Omaha NE $1,444.0 668 6,721

Harris Health System Houston TX $1,434.0 639 8,598

Albany Medical Center (System) Albany NY $1,375.1 734 8,292

Virtua Health Marlton NJ $1,364.6 894 6,469

Hawaii Pacific Health Honolulu HI $1,338.4 556 5,981

WakeMed Health & Hospitals Raleigh NC $1,321.0 873 7,619

Summa Health Akron OH $1,306.9 966 5,897

Covenant Health Knoxville TN $1,297.0 1,508 7,654

Albert Einstein Healthcare Network Philadelphia PA $1,261.9 942 7,587

Care New England Health System Providence RI $1,259.7 960 8,171

Renown Health Reno NV $1,255.6 1,106 6,748

Hoag Memorial Hospital Presbyterian Newport Beach CA $1,200.0 500 6,000

The MetroHealth System Cleveland OH $1,199.0 491 6,537

Grady Health System Atlanta GA $1,197.0 702 6,250

Page 49: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

22©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com

Southeast Region Peer Group

Organization City State Net Revenue Beds FTEsVirginia Commonwealth University Health System (VCU) Richmond VA $3,691.0 971 10,905

Emory Healthcare Atlanta GA $3,657.7 1,488 17,313

Duke University Health System Durham NC $3,597.0 1,496 17,471

UAB Medicine Birmingham AL $3,404.5 1,573 18,000

Inova Health System Falls Church VA $3,402.8 1,735 14,294

Orlando Health Orlando FL $3,283.3 1,905 16,817

Piedmont Healthcare Atlanta GA $3,146.6 1,471 15,571

BayCare Health System Clearwater FL $3,057.6 3,055 15,674

Baptist Health South Florida Miami FL $3,024.9 1,974 18,038

Northside Hospital System Atlanta GA $2,911.5 971 11,885

Wake Forest Baptist Health System Winston-Salem NC $2,857.4 1,371 17,286

Baptist Health Louisville KY $2,725.1 2,163 13,676

Norton Healthcare Louisville KY $2,450.6 1,511 12,015

University of Miami Health System Miami FL $2,207.0 600 12,322

WVU Medicine Fairmont WV $2,172.7 1,450 10,683

Baptist Memorial Health Care Corporation Memphis TN $2,156.2 2,350 9,818

Cone Health Greensboro NC $2,148.5 1,057 10,212

Methodist Le Bonheur Healthcare Memphis TN $2,090.1 1,399 11,667

Memorial Healthcare System Hollywood FL $2,014.0 1,864 10,669

Jackson Health System Miami Fl $1,975.6 2,137 12,859

Page 50: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

23©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com

Southeast Region Peer Group

Organization City State Net Revenue Beds FTEsHealth First Rockledge FL $1,934.0 900 7,399

Vidant Health Greenville NC $1,869.1 1,315 11,813

Carilion Clinic Roanoke VA $1,802.0 1,114 11,513

Mission Hospital Asheville NC $1,799.0 763 7,727

Baptist Health Jacksonville FL $1,796.8 1,114 9,661

UF Health Gainesville FL $1,489.7 850 9,151

St. Elizabeth Healthcare Edgewood KY $1,483.6 862 7,210

WakeMed Health & Hospitals Raleigh NC $1,321.0 873 7,619

Covenant Health Knoxville TN $1,297.0 1,508 7,654

Grady Health System Atlanta GA $1,197.0 702 6,250

Northeast Georgia Health System Gainesville GA $1,172.6 574 6,854

Spartanburg Regional Healthcare System Spartanburg SC $1,158.3 930 7,578

University of Mississippi Medical Center Jackson MS $1,150.0 546 9,011

Broward Health Fort Lauderdale FL $1,120.9 1,529 7,792

Erlanger Health System Chattanooga TN $1,100.0 686 7,700

CAMC Health System Charleston WV $1,099.4 944 6,419

New Hanover Regional Medical Center Wilmington NC $1,038.4 704 6,118

Lexington Medical Center West Columbia SC $1,000.0 428 5,067

Page 51: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

24©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com

Florida Peer Group

Organization City State Net Revenue Beds FTEs

Orlando Health Orlando FL $3,283.3 1,905 16,817

BayCare Health System Clearwater FL $3,057.6 3,055 15,674

Baptist Health South Florida Miami FL $3,024.9 1,974 18,038

University of Miami Health System Miami FL $2,207.0 600 12,322

Memorial Healthcare System Hollywood FL $2,014.0 1,864 10,669

Jackson Health System Miami Fl $1,975.6 2,137 12,859

Health First Rockledge FL $1,934.0 900 7,399

Baptist Health Jacksonville FL $1,796.8 1,114 9,661

UF Health Gainesville FL $1,489.7 850 9,151

Broward Health Fort Lauderdale FL $1,120.9 1,529 7,792

Page 52: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com 25

Appendix BMarket Data

Page 53: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

26©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com

Lee Health - Fort Myers, FL

Competitive Pay Analysis For:Incumbent: Larry Antonucci, M.D.Position: President / Chief Executive OfficerPosition Match: System Chief Executive OfficerBase Salary: $1,054,019Target Annual Incentive: $316,206 Lee HealthTarget TAC: $1,370,225 Net Revenue: $2.00BTarget LTI: $158,103Target TDC: $1,528,328

Base Salary Total Annual Cash (TAC) Total Direct Cash (TDC)25th 50th 75th 90th 25th 50th 75th 90th 25th 50th 75th 90th

Survey Description n %ile %ile %ile %ile %ile %ile %ile %ile %ile %ile %ile %ileGallagher National Peer Group

Gallagher Custom Peer Group Systems, $1.2B - $3.9B Net Rev, Med = $2.0B (#50) 81 1051.8 1172.7 1342.1 1571.2 1364.8 1527.0 1882.8 2319.4 1387.4 1598.5 1944.5 2458.9

Mercer NFP Systems, Regress @ $2.00B Net Revenue (#4100A) 98 971.6 1129.8 1310.5 1157.3 1377.8 1653.3 1157.3 1377.8 1667.1

Averages: 1012 1151 1326 1571 1261 1452 1768 2319 1272 1488 1806 2459Gallagher Regional Peer Group

Gallagher Custom Peer Group Systems, $1.0B - $3.7B Net Rev, Med = $2.0B (#50R) 38 950.3 1107.0 1280.8 1352.1 1182.3 1431.9 1741.8 1962.4 1196.2 1484.1 1954.0 2285.9

Gallagher Florida Peer Group

Gallagher Custom Peer Group Systems, $1.1B - $3.3B Net Rev, Med = $2.0B (#50S) 10 903.1 1108.5 1266.8 1328.1 1057.7 1295.0 1809.8 1879.3 1057.7 1295.0 1954.0 2264.5

Combined Averages

Combined Average 955.0 1122.2 1291.3 1417.1 1167.0 1393.1 1773.2 2053.7 1175.4 1422.4 1904.6 2336.4

All values in italics are estimated from the median All data is aged to 6/1/2020 at an annualized rate of 3.0%

Page 54: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com 27

Appendix CPresident / Chief Executive Officer Base Salary

Page 55: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

28©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com

President/Chief Executive Officer Base Salary

LARRY ANTONUCCI, M.D.BASE SALARY VERSUS MARKET 50TH PERCENTILE

(EFFECTIVE 6/1/2020)

Region Weight

Market 50th

Percentile ($000s)

National 33.3% $1,151,000

Southeast 33.3% $1,107,000

Florida 33.3% $1,109,000

Average 100.0% $1,122,000

Larry Antonucci, M.D.

Current Base Salary

Base Salary $1,054,019

Variance to Market 50th Base -6%

MARKET BASE SALARY

Page 56: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

Consulting and insurance brokerage services to be provided by Gallagher Benefit Services, Inc. and/or its affiliate

Gallagher Benefit Services (Canada) Group Inc. Gallagher Benefit Services, Inc. is a licensed insurance agency that does

business in California as “Gallagher Benefit Services of California Insurance Services” and in Massachusetts as “Gallagher

Benefit Insurance Services.” Neither Arthur J. Gallagher & Co., nor its affiliates provide accounting, legal or tax advice.

©2020 ARTHUR J. GALLAGHER & CO. | GallagherHRCC.com

Page 57: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address
Page 58: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address
Page 59: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

Lee Memorial Health System Board of Directors

PRESIDENT/CEO EXECUTIVE COMPENSATION COMMITTEE

ADDITIONAL INFORMATION FOR

BOARD CONSIDERATION

Page 60: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

Lee Memorial Health System Board of Directors

PRESIDENT/CEO EXECUTIVE COMPENSATION COMMITTEE

NEXT STEPS RECOMMENDATIONS

TO FULL BOARD

David Collins, Board Chair, Committee Chair

Page 61: CEO/President Executive Compensation Committee Monday ... · Directors Meetings, (not Committee Meetings). At that time input is limited to three minutes and a “Request to Address

ADJOURNMENT

DATE OF THE NEXT

PRESIDENT/CEO EXECUTIVE COMPENSATION COMMITTEE

To Be Determined

Gulf Coast Medical Center Medical Office Building

13685 Doctors Way Ft. Myers, FL 33912