HCA Healthcare Adopts 2025 Executive Officer PEP, Announces Board Retirement

HCA Healthcare, Inc. (NYSE: HCA) announced significant corporate governance and executive compensation updates in a recent Form 8‐K filing. On February 18, 2025, the firm’s Compensation Committee approved the 2025 Executive Officer Performance Excellence Program (PEP), which outlines performance‐based cash awards for the company’s top executives. Under the new program, executive officers’ awards—weighted 80% based on EBITDA targets and 20% based on specific quality metrics—range from 25% of the EBITDA portion for threshold performance to a maximum of 200% for achieving maximum performance levels.

In the program, quality metrics are further divided into healthcare-associated infections and sepsis (30%), complications and mortality (30%), and care experience (40%). The announcement noted that the Chief Executive Officer, Samuel N. Hazen, is targeted to receive an award equal to 175% of his base salary, while both Michael A. Marks, the Executive Vice President and Chief Financial Officer, and Jon M. Foster, the Executive Vice President and Chief Operating Officer, have award targets set at 125% of their base salaries. The awards will be paid solely in cash and are subject to adjustments, recoveries, and mandates for repayment if certain conditions are not met or if results are materially restated.

In related news, the filing also disclosed that Meg G. Crofton will retire from HCA Healthcare’s Board of Directors. Crofton has indicated that she will not be a candidate for re-election and her departure will become effective at the company’s annual meeting of stockholders on April 24, 2025.

The announcement reflects HCA Healthcare’s ongoing efforts to align executive incentives with performance metrics and quality outcomes while also adjusting leadership and stewardship on the board. Further details are set forth in the attached exhibits to the filing.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read HCA Healthcare’s 8K filing here.

HCA Healthcare Company Profile

HCA Healthcare, Inc, through its subsidiaries, owns and operates hospitals and related healthcare entities in the United States. It operates general and acute care hospitals that offers medical and surgical services, including inpatient care, intensive care, cardiac care, diagnostic, and emergency services; and outpatient services, such as outpatient surgery, laboratory, radiology, respiratory therapy, cardiology, and physical therapy.