Jason D. (J.D.) Hickey
Coca-Cola ConsolidatedAbout Jason D. (J.D.) Hickey
Jason D. (J.D.) Hickey, age 53, is an independent director of Coca‑Cola Consolidated, Inc. (COKE) and has served on the Board since 2024. He is President and CEO of BlueCross BlueShield of Tennessee and holds a B.A. from Colgate University, an M.D. from Duke University School of Medicine, and a J.D. from Duke University School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlueCross BlueShield of Tennessee (BCBST) | President & CEO | Sep 2015 – Present | Leads largest health plan in TN; strategic, operational oversight |
| BCBST | EVP & COO | Dec 2011 – Sep 2015 | Enterprise operations leadership |
| BlueCare Tennessee (BCBST subsidiary) | President & CEO | Apr 2011 – Dec 2011 | Medicaid managed care leadership |
| McKinsey & Company | Partner | Jul 2007 – Apr 2011; Sep 2001 – Jun 2004 | Strategy and performance improvement in healthcare |
| HCA Healthcare | VP, Service Lines (Outpatient Services) | Jan 2007 – Jul 2007 | Service line development |
| Qualifacts Systems | CEO | Jul 2006 – Jan 2007 | Health IT executive leadership |
| TennCare (TN Medicaid) | Director | Jul 2004 – Jul 2006 | State program turnaround/regulatory administration |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| National Institute for Health Care Management Foundation | Chair of Board of Directors | Current |
| America’s Health Insurance Plans (AHIP) | Director | Current |
| Blue Cross Blue Shield Association | Director | Current |
Board Governance
- Independence: The Board determined Hickey is independent under Nasdaq standards. More than half the Board is independent, and all Audit and Compensation Committee members are independent .
- Committees: Hickey is not currently assigned to Audit, Compensation, or Executive Committees; committee membership and chairs listed below show no assignment for Hickey .
- Attendance: The Board met 5 times in fiscal 2024; each incumbent director attended ≥75% of Board and committee meetings on which they served. Eleven of 12 directors attended the 2024 Annual Meeting (virtual) .
- Board leadership: COKE is a controlled company; Chairman/CEO roles are combined (J. Frank Harrison III). Dennis A. Wicker serves as Lead Independent Director and presides over executive sessions of independent directors (at least twice per year) .
- Nomination process: The Executive Committee identifies and recommends director candidates subject to final approval of the Controlling Stockholder, reflecting controlled-company governance .
Committee roster snapshot (Fiscal 2024):
| Committee | Members | Chair | Meetings FY2024 |
|---|---|---|---|
| Audit | Decker; Helvey; Jones; Wicker | Morgan | 4 |
| Compensation | Decker; Morgan; Wicker; Williams | Wicker | 2 |
| Executive | Harrison; Everett; Katz; Morgan; Wicker | Harrison | 1 |
| Note: Hickey is not listed on any standing committee . |
Fixed Compensation
- Election date: Hickey was elected May 14, 2024, resulting in pro‑rated director fees in 2024 .
- 2024 fees earned: $120,055 (cash) .
- Standard director compensation elements (non‑employee):
- Base annual retainer: $190,000 .
- Committee chair retainers: Audit Chair $20,000; Compensation Chair $15,000 .
- Lead Independent Director retainer: $20,000 .
- Committee meeting fees: $1,600 per meeting (Audit, Compensation, Executive) .
- Deferral program: Directors may defer fees under the Director Deferral Plan into selected mutual funds; distribution elections vary by deferral date (installments or lump sum), with post‑2013 deferrals paid per investment returns .
| Item | Amount | Notes |
|---|---|---|
| 2024 Fees Earned (Hickey) | $120,055 | Pro‑rated from May 14, 2024 |
| Base Annual Retainer | $190,000 | Standard for non‑employee directors |
| Audit Chair Retainer | $20,000 | If serving as Audit Chair |
| Comp Chair Retainer | $15,000 | If serving as Comp Chair |
| Lead Independent Retainer | $20,000 | If designated |
| Committee Meeting Fee | $1,600 | Per Audit/Comp/Exec meeting |
Performance Compensation
- No performance‑based or equity compensation is disclosed for non‑employee directors. COKE’s director pay is cash‑based with optional fee deferral; no RSUs/PSUs/options are reported for directors in 2024 .
Other Directorships & Interlocks
- Public company boards: None disclosed for Hickey .
- System relationships: The Coca‑Cola Company has a designated Board seat (Elaine Bowers Coventry) under stock rights and restrictions; this is not linked to Hickey but is relevant to overall Board composition and potential interlocks with a key partner/supplier .
Expertise & Qualifications
- Dual medical and legal degrees (M.D., J.D.) with payer, provider, and consulting leadership experience, including roles at BCBST, HCA, Qualifacts, and McKinsey .
- Health plan operations and regulatory expertise (TennCare Director), relevant to complex regulated environments and risk oversight .
- Current industry leadership via NIHCM (Chair), AHIP and Blue Cross Blue Shield Association boards, supporting governance acumen and policy insight .
Equity Ownership
- Beneficial ownership: No Common Stock beneficially owned was reported for Hickey as of March 17, 2025; percentage of class “* less than 1%” as shown in the directors’ ownership table .
- Hedging/Pledging policy: Company prohibits hedging and short‑selling of COKE securities by directors, officers, and employees; margin account pledging is prohibited for directors and specified finance/audit personnel, mitigating misalignment risks .
| Holder | Class | Shares Beneficially Owned | % of Class |
|---|---|---|---|
| Jason D. (J.D.) Hickey | Common Stock | — | * (<1%) |
Governance Assessment
-
Positives
- Independent director with strong leadership credentials and cross‑disciplinary training (M.D./J.D.), enhancing Board perspective on risk and compliance in regulated sectors .
- Board process includes executive sessions of independent directors at least twice per year, with a designated Lead Independent Director to facilitate independent oversight .
- Good attendance culture: in FY2024, each incumbent director met the ≥75% attendance threshold; Board held five meetings .
-
Potential Concerns / RED FLAGS
- Controlled‑company structure concentrates nomination authority with the Controlling Stockholder via the Executive Committee, potentially limiting independent influence over director selection and refreshment .
- Combined Chair/CEO roles may reduce separation of oversight and management, though mitigated by the Lead Independent Director role .
- No reported personal share ownership for Hickey as of the record date, implying limited direct financial alignment; fee deferral exists but no equity grant program for directors was disclosed .
-
Contextual related‑party exposure (Board level, not specific to Hickey)
- Significant commercial and structural ties with The Coca‑Cola Company (CBA/RMA pricing, sub‑bottling payments, sale process constraints; $2,109,748 thousand paid to The Coca‑Cola Company in FY2024) which the Board oversees; Elaine Bowers Coventry is The Coca‑Cola Company’s designee on the Board .
- Headquarters lease with Beacon Investment Corporation (controlled by Harrison), with $4.0 million paid in FY2024, approved by Audit Committee and a special committee—demonstrating formal conflict management but underscoring related‑party oversight needs .