HCA Healthcare

On April 8, 2022, the Compensation Committee (the “Committee”) of the Board of Directors of HCA Healthcare, Inc. (the “Company”) adopted the 2022 Senior Officer Performance Excellence Program (the “Senior Officer PEP”). Under the Senior Officer PEP, the executive officers of the Company shall be eligible to earn performance awards based upon the achievement of certain specified performance targets. The Senior Officer PEP award opportunities for the Company’s named executive officers and other executive officers are weighted (i) 80% for the achievement of certain EBITDA (as defined in the Senior Officer PEP) targets and (ii) 20% for the achievement of targets associated with certain quality metrics. The EBITDA weighted portion of the American Group and National Group Presidents’ Senior Officer PEP awards is based 50% on Company EBITDA and 50% on EBITDA for their respective Group.

On January 24, 2022, the Company’s Board of Directors (the “Board”), based on the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Andrea B. Smith to the Company’s Board effective January 26, 2022, increasing the number of directors on the Board from 10 to 11. Ms. Smith will serve on the Board’s Audit and Compliance Committee and Patient Safety and Quality of Care Committee. Ms. Smith was appointed to the Board pursuant to the Company’s Amended and Restated Certificate of Incorporation, which provides that a majority of directors on the Board may determine the number of directors which shall constitute the Board and that the Board may fill a newly created directorship resulting from any increase in the number of directors on the Board. There is no arrangement or understanding between Ms. Smith and any other person pursuant to which Ms.

Dr. Jonathan B. Perlin, President - Clinical Operations Group and Chief Medical Officer, notified HCA Healthcare, Inc. (the “Company”) on September 16, 2021 that he had accepted the role of president and CEO of The Joint Commission and will assume his new role on March 1, 2022. At an October 21, 2021 meeting of the Board of Directors of the Company, it was agreed that Dr. Perlin will continue in his current role through December 31, 2021 and that, effective January 1, 2022, Dr. Michael S. Cuffe will become Executive Vice President and Chief Clinical Officer.

On July 27, 2021, HCA Healthcare, Inc. (the “Company”) announced that the Board of Directors of the Company (the “Board”) has, based on the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Hugh F. Johnston to the Company’s Board effective September 1, 2021, increasing the number of directors on the Board from 9 to 10. Mr. Johnston will serve on the Board’s Audit and Compliance Committee and Finance and Investments Committee. Mr. Johnston was appointed to the Board pursuant to the Company’s Amended and Restated Certificate of Incorporation, which provides that a majority of directors on the Board may determine the number of directors which shall constitute the Board and that the Board may fill a newly created directorship resulting from any increase in the number of directors on the Board. There is no arrangement or understanding between Mr.

On April 9, 2021, the Compensation Committee (the “Committee”) of the Board of Directors of HCA Healthcare, Inc. (the “Company”) adopted the 2021 Senior Officer Performance Excellence Program (the “Senior Officer PEP”). Under the Senior Officer PEP, the executive officers of the Company shall be eligible to earn performance awards based upon the achievement of certain specified performance targets. The Senior Officer PEP award opportunities for the Company’s named executive officers and other executive officers are weighted (i) 80% for the achievement of certain EBITDA (as defined in the Senior Officer PEP) targets and (ii) 20% for the achievement of targets associated with certain quality metrics. The EBITDA weighted portion of the American Group and National Group Presidents’ Senior Officer PEP awards is based 50% on Company EBITDA and 50% on EBITDA for their respective Group.

Executive Officer Compensation Changes in Response to COVID-19 Pandemic On April 30, 2020, the Compensation Committee of the Board of Directors of HCA Healthcare, Inc. (the “Company”) approved an extension through June 30, 2020 of the previously announced 30 percent reduction in base salary for the Company’s named executive officers and other executive officers. 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates The Board of Directors of the Company previously approved, subject to stockholder approval, the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates (the “2020 Stock Incentive Plan”). According to the results from the Company’s Annual Meeting of Stockholders held on May 1, 2020 (as noted in

Executive Officer and Board of Director Compensation Changes in Response to COVID-19 Pandemic On March 31, 2020, the Compensation Committee (the “Committee”) of the Board of Directors of HCA Healthcare, Inc. (the “Company”) approved a 30 percent reduction in base salary for the Company’s named executive officers and other executive officers for the period from April 1, 2020 through May 31, 2020. Also, on March 31, 2020, the Board of Directors of the Company approved the waiver of all cash compensation retainers for non-management board members for the period from April 1, 2020 through December 31, 2020. 2020 Senior Officer Performance Excellence Program On March 27, 2020, the Committee adopted the 2020 Senior Officer Performance Excellence Program (the “Senior Officer PEP”).

On April 26, 2019, the Board of Directors (the “Board”) of HCA Healthcare, Inc. (the “Company”) approved the 2019 Board of Directors compensation program, effective immediately, pursuant to which each non-management director will receive quarterly payment of the following cash compensation, as applicable (prorated for partial years): • $110,000 annual retainer for service as a Board member; • $15,000 annual retainer for service as a member of the Audit and Compliance Committee; • $10,000 annual retainer for service as a member on each of the Compensation Committee, Finance and Investments Committee, Nominating and Corporate Governance Committee or Patient Safety and Quality of Care Committee; • $30,000 annual retainer for service as Chair of the Audit and Compliance Committee; • $25,000 annual retainer for service as Chair of each of the Compensation Committee, Finance and Investments Co…

On March 28, 2019, the Compensation Committee (the “Committee”) of the Board of Directors of HCA Healthcare, Inc. (the “Company”) adopted the 2019 Senior Officer Performance Excellence Program (the “Senior Officer PEP”). Under the Senior Officer PEP, the executive officers of the Company shall be eligible to earn performance awards based upon the achievement of certain specified performance targets. The Senior Officer PEP award opportunities for the Company’s named executive officers and other Group Presidents are weighted (i) 80% (and up to 90% for certain other participants) for the achievement of certain EBITDA (as defined in the Senior Officer PEP) targets and (ii) 20% (and down to 10% for certain other participants) for the achievement of targets associated with certain quality of care metrics.

Appointment of Meg G. Crofton to the Board of Directors of the Company On February 21, 2019, HCA Healthcare, Inc. (the “Company”) announced that the Board of Directors of the Company (the “Board”) has, based on the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Meg G. Crofton to the Company’s Board effective March 1, 2019, increasing the number of directors on the Board from 12 to 13. Ms. Crofton will serve on the Board’s Compensation Committee and Patient Safety and Quality of Care Committee. Ms.

On December 20, 2018, the Compensation Committee of the Board of Directors of HCA Healthcare, Inc., in connection with the previously announced appointment of Samuel N. Hazen as Chief Executive Officer, effective January 1, 2019, approved an annual base salary of $1,425,000, effective January 1, 2019.

Retirement of R. Milton Johnson from Position as Chief Executive Officer of the Company On September 10, 2018, HCA Healthcare, Inc. (the “Company”) announced that R. Milton Johnson, Chief Executive Officer and Chairman of the Company, will retire from his position as Chief Executive Officer effective December 31, 2018. Mr. Johnson will remain with the Company as the Chairman until the Company’s 2019 annual meeting of stockholders, at which time Mr. Johnson will also resign from the Board of Directors of the Company. Mr. Johnson will continue to be employed with the Company on the terms and conditions set forth in his Amended Employment Agreement (as defined below) through December 31, 2019. A copy of the press release issued by the Company relating to Mr. Johnson’s retirement is attached hereto as Exhibit 99.1 and incorporated herein by reference. Appointment of Samuel N.

On April 26, 2018, the Board of Directors (the “Board”) of HCA Healthcare, Inc. (the “Company”) approved a revised Board of Directors compensation program, effective immediately, pursuant to which each non-management director will receive quarterly payment of the following cash compensation, as applicable (prorated for partial years): • $110,000 annual retainer for service as a Board member; • $35,000 annual retainer for service as the non-management and independent presiding director; • $15,000 annual retainer for service as a member of the Audit and Compliance Committee; • $10,000 annual retainer for service as a member on each of the Compensation Committee, Finance and Investments Committee, Nominating and Corporate Governance Committee or Patient Safety and Quality of Care Committee; • $30,000 annual retainer for service as Chair of the Audit and Compliance Committee; • $20,000 annua…

On March 30, 2018, the Compensation Committee (the “Committee”) of the Board of Directors of HCA Healthcare, Inc. (the “Company”) adopted the 2018 Senior Officer Performance Excellence Program (the “Senior Officer PEP”). Under the Senior Officer PEP, the executive officers of the Company shall be eligible to earn performance awards based upon the achievement of certain specified performance targets. The Senior Officer PEP award opportunities for the Company’s named executive officers and other Group Presidents are weighted (i) 80% (and up to 90% for certain other participants) for the achievement of certain EBITDA (as defined in the Senior Officer PEP) targets and (ii) 20% (and down to 10% for certain other participants) for the achievement of targets associated with certain quality of care metrics.

On January 17, 2018, the Board of Directors (the “Board”) of HCA Healthcare, Inc. (the “Company”), based on the recommendation of the Nominating and Corporate Governance Committee of the Board, elected Michael W. Michelson to the Board. Mr. Michelson will also serve as a member of the Company’s Audit and Compliance Committee and Finance and Investments Committee. The Board has found Mr. Michelson to be independent for purposes of the listing standards of the New York Stock Exchange, applicable Securities and Exchange Commission rules and the Company’s Corporate Governance Guidelines. The Board also increased the size of the Board to 12 members. Mr.

On April 27, 2017, the Board of Directors (the “Board”) of HCA Holdings, Inc. (the “Company”) approved a revised Board of Directors compensation program, effective immediately, pursuant to which each non-management director will receive quarterly payment of the following cash compensation, as applicable (prorated for partial years): • $100,000 annual retainer for service as a Board member; • $35,000 annual retainer for service as the non-management and independent presiding director; • $15,000 annual retainer for service as a member of the Audit and Compliance Committee; • $10,000 annual retainer for service as a member on each of the Compensation Committee, Finance and Investments Committee, Nominating and Corporate Governance Committee or Patient Safety and Quality of Care Committee; • $30,000 annual retainer for service as Chair of the Audit and Compliance Committee; • $20,000 annual…

On March 29, 2017, the Compensation Committee (the “Committee”) of the Board of Directors of HCA Holdings, Inc. (the “Company”) adopted the 2017 Senior Officer Performance Excellence Program (the “Senior Officer PEP”). Under the Senior Officer PEP, the executive officers of the Company shall be eligible to earn performance awards based upon the achievement of certain specified performance targets. The Senior Officer PEP award opportunities for the Company’s named executive officers and other Group Presidents are weighted (i) 80% (and up to 90% for certain other participants) for the achievement of certain EBITDA (as defined in the Senior Officer PEP) targets and (ii) 20% (and down to 10% for certain other participants) for the achievement of targets associated with certain quality of care metrics.

On November 14, 2016, the Board of Directors of HCA Holdings, Inc. (the “Company”) appointed Samuel N. Hazen as President and Chief Operating Officer of the Company, effective immediately. Mr. Hazen has served as the Company’s Chief Operating Officer since January 2015. Prior to that time, he served as President — Operations of the Company from February 2011 to January 2015. Mr. Hazen served as President — Western Group from July 2001 to February 2011 and as Chief Financial Officer — Western Group of the Company from August 1995 to July 2001. Mr. Hazen served as Chief Financial Officer — North Texas Division of the Company from February 1994 to July 1995. Prior to that time, Mr. Hazen served in various hospital and regional Chief Financial Officer positions with Humana Inc. and Galen Health Care, Inc. The information required by

As a result of the consummation on May 16, 2016 of the transactions contemplated by the previously announced Share Repurchase Agreement, dated May 10, 2016, among the Company and certain affiliates of Kohlberg Kravis Roberts & Co. (“KKR”), and pursuant to the Stockholders’ Agreement of the Company, dated as of March 9, 2011 and amended as of September 21, 2011 (the “Stockholders’ Agreement”), Mr. Michael W. Michelson, who serves on the Company’s board of directors as a designee of affiliates of KKR pursuant to the Stockholders’ Agreement, resigned from the board and its Patient Safety and Quality of Care Committee effective May 16, 2016.

Director or officer change (Item 5.02). Open the filing for details.