Summary
This 8-K filing from HCA Healthcare, Inc. (HCA) on June 1, 2006, details the compensation structure for its non-management directors for the upcoming term commencing May 25, 2006. The company has established a "2007 Directors’ Fees/Compensation Policy" which outlines annual retainers, committee fees, meeting fees, and long-term incentives. This policy aims to align director compensation with their service and contributions to the company. Key components include a base annual retainer, additional retainers for committee chairpersons (with a higher amount for the Audit Committee chair), and per-meeting fees for both board and committee attendance. Furthermore, the policy introduces a significant long-term incentive component through stock options and restricted share units, designed to foster a long-term commitment and align director interests with shareholder value. The filing also notes a Directors' Matching Gift Program, demonstrating a commitment to corporate social responsibility.
Key Highlights
- 1HCA adopted a "2007 Directors’ Fees/Compensation Policy" for non-management directors, effective May 25, 2006.
- 2Annual retainer for non-management directors is $55,000.
- 3Committee chairpersons receive an additional $10,000 annual retainer, with the Audit Committee chairperson receiving $20,000.
- 4Directors serving on committees (not as chairperson) receive a $3,000 annual retainer.
- 5Meeting fees are $2,000 for Board meetings and $1,500 for committee meetings, payable in cash.
- 6Long-term incentives include stock options valued at $50,000 and restricted share units valued at $50,000, with specific vesting schedules.
- 7A Directors' Matching Gift Program allows for matching charitable contributions up to $15,000 annually per director.