8-KLeadership ChangesExhibits & Filings

HCA Healthcare, Inc. 8-K Report, Executive Changes (Feb 26, 2024)

Filed February 26, 2024For Securities:HCA

Summary

HCA Healthcare, Inc. (HCA) filed an 8-K on February 26, 2024, detailing its 2024 Executive Officer Performance Excellence Program (Executive Officer PEP). This program establishes performance-based compensation for the company's executive officers, with awards weighted 80% on EBITDA targets and 20% on quality metrics. Specific EBITDA targets will be set for the company overall and for key operating groups, while quality metrics will focus on Healthcare-Associated Infections and Sepsis, Complication and Mortality, and Care Experience. Furthermore, the filing announces an adjustment to the compensation for Michael R. McAlevey, who will transition to Executive Vice President – Chief Legal and Administrative Officer on April 1, 2024. This transition includes a base salary increase and a significant long-term equity incentive award. Notably, William B. Rutherford, Executive Vice President and Chief Financial Officer, will retire on May 1, 2024, and will not participate in the Executive Officer PEP.

Key Highlights

  • 1HCA has implemented the 2024 Executive Officer Performance Excellence Program (PEP) to incentivize executive performance.
  • 2Compensation under the PEP is 80% tied to EBITDA performance and 20% to quality metrics.
  • 3Quality metrics include Healthcare-Associated Infections and Sepsis, Complication and Mortality, and Care Experience.
  • 4Presidential awards have a dual weighting: 50% on company EBITDA and 50% on their respective group's EBITDA.
  • 5CEO Samuel N. Hazen's target award opportunity is 170% of base salary; COO Jon M. Foster's is 125%; and SVP & Chief Legal Officer Michael R. McAlevey's is 85% (increasing to 100%).
  • 6Michael R. McAlevey will be appointed Executive Vice President – Chief Legal and Administrative Officer effective April 1, 2024, with a new base salary of $990,000 and a $500,000 long-term equity incentive award.
  • 7William B. Rutherford, CFO, plans to retire effective May 1, 2024, and will not participate in the 2024 Executive Officer PEP.

Frequently Asked Questions

The Executive Officer PEP is designed to align executive compensation with the achievement of specific financial and operational performance targets, encouraging growth and quality improvement within HCA Healthcare.

Executive compensation under the PEP is primarily driven by performance. 80% of the award opportunity is based on achieving specified EBITDA targets (both company-wide and for specific groups), and the remaining 20% is based on meeting targets for key quality metrics.

The quality metrics include Healthcare-Associated Infections and Sepsis (30% of quality portion), Complication and Mortality (30%), and Care Experience (40%).

Michael R. McAlevey's appointment to Executive Vice President – Chief Legal and Administrative Officer, effective April 1, 2024, comes with an increased base salary and a substantial long-term equity incentive award, reflecting his expanded responsibilities. His target award opportunity under the PEP will also increase.

No, William B. Rutherford intends to retire as CFO effective May 1, 2024, and therefore will not participate in the 2024 Executive Officer PEP.