Rodney F. Hochman
Director at GEHC
Board
About Rodney F. Hochman
Rodney F. Hochman, age 69, is an independent director of GE HealthCare and has served on the Board since the January 3, 2023 Spin‑Off. He is CEO Emeritus of Providence (retired December 2024; CEO Emeritus since January 2025) and, as of January 2025, Senior Advisor, Healthcare at Bain Capital. His career includes senior leadership across major health systems, and he is a fellow of both the American College of Rheumatology and the American College of Physicians .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Providence | President & CEO; CEO Emeritus since 2025 | 2016–Dec 2024; CEO Emeritus Jan 2025–present | Led large nonprofit health system; former board member of Providence |
| Providence Health & Services | President & CEO (pre‑merger with St. Joseph Health) | 2013–2016 | Led merger into Providence St. Joseph Health (now Providence) |
| Swedish Medical Center | President & CEO | 2007–2012 | Led major regional health system |
| Sentara Health System | Various leadership roles | 1998–2007 | Senior leadership across integrated health system |
| American Hospital Association | Former Chair | N/A | National industry leadership |
| Catholic Health Association | Former Chair | N/A | National industry leadership |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Bain Capital, LP | Senior Advisor, Healthcare | Private investment | Appointed January 2025 |
| Truveta | Director | Private | Data/analytics in healthcare |
| LeanTaas | Director | Private | Healthcare operations analytics |
| Univ. of Washington Foster School of Business | Advisory Board Member | Academic | Governance/strategy input |
| Boston Univ. School of Medicine | Dean’s Advisory Board Member | Academic | Medical education advisory |
| Diversey Holdings | Prior Public Company Board | Public | Prior directorship; not current |
Board Governance
- Committee assignments: Talent, Culture, and Compensation Committee member; Nominating and Governance Committee member. Not a chair; Compensation Committee is chaired by William J. Stromberg, Governance Committee by Risa Lavizzo‑Mourey . As of January 2025, Hochman stepped down from Audit and joined Compensation, consistent with current listing .
- Independence: Board determined Hochman is independent under Nasdaq rules; all committee members meet heightened independence standards .
- Attendance and engagement: In 2024, the Board met 7 times; committees met 19 times (Audit 10, Governance 4, Compensation 5); each director participated in at least 75% of Board and applicable committee meetings, and all 10 directors attended the 2024 Annual Meeting .
- Director stock ownership guideline: Independent directors must hold at least five times the cash portion of their annual retainer; directors have five years to reach the threshold .
- Integrity policies: Prohibitions on hedging and pledging for directors; robust clawback policy covers cash and equity incentive awards; regular independent director executive sessions .
- Overboarding policy: Public company executives limited to one other public board; other directors limited to three other public boards; all nominees in compliance .
Fixed Compensation
| Component | Amount/Term | 2024 Detail |
|---|---|---|
| Annual cash retainer | $125,000 | Hochman elected DSUs in lieu of cash; received 1,525 DSUs on May 21, 2024 with grant date fair value $124,959 |
| Committee chair fees | $0 (not a chair) | Audit Chair $25,000; Compensation Chair $20,000; Governance Chair $15,000 (for reference) |
| Meeting fees | None | Attendance expected; expenses reimbursed |
| Total fees earned/paid (cash/DSUs) | $124,959 | As disclosed for 2024 |
Note: In December 2024 the Board approved increasing the annual equity grant by $20,000 to $220,000 effective January 1, 2025 .
Performance Compensation
| Equity Instrument | Annual Value | Vesting/Terms | 2024 Detail |
|---|---|---|---|
| RSUs (director equity retainer) | $200,000 (2024 program) | Vest on earliest of next Annual Meeting, 1‑year anniversary, change‑in‑control, or death/disability; dividend equivalents accrue and reinvest during vesting | Stock awards for 2024 shown at grant date fair value $199,934 |
| DSUs (optional in lieu of cash) | Up to 100% of cash portion | Immediately vested; receipt of shares deferred until date specified after last day of Board service; dividend equivalents paid in cash on delivery date | Hochman received 1,525 DSUs in lieu of cash retainer on May 21, 2024 |
No performance‑based metrics are used for director equity awards; RSUs/DSUs are time‑based with the terms above .
Other Directorships & Interlocks
| Relationship | Detail | Notes |
|---|---|---|
| Providence—GE HealthCare commercial | GE HealthCare recognized ~$74 million revenue from Providence (Jan 1, 2024–Mar 15, 2025); transactions arms’‑length; Board does not believe Hochman had a material direct or indirect interest | |
| Cleveland Clinic—GE HealthCare commercial | GE HealthCare recognized ~$88 million revenue from Cleveland Clinic in same period; transparency disclosure (another director is CEO of Cleveland Clinic) | |
| Compensation Committee interlocks | None; no interlocks or insider participation in 2024 |
Expertise & Qualifications
- Healthcare industry, finance/accounting, science/technology, risk management, academia/nonprofit expertise per Board skills matrix and biography .
- Leadership of large health systems and national associations (AHA, CHA) supports quality/regulatory oversight within Governance Committee remit .
Equity Ownership
| Holder | Outstanding Common Stock | RSUs/DSUs/Options Within 60 Days | Total Beneficial Ownership | % of Class | Notes |
|---|---|---|---|---|---|
| Rodney F. Hochman | 0 | 8,763 | 8,763 | <1% | No shares pledged; DSUs/RSUs are non‑voting until settlement |
Directors must maintain ownership equal to 5x cash retainer; individual compliance status was not specifically disclosed; robust no‑hedging/no‑pledging policy applies .
Insider Trades
| Filing Date | Period of Report | Type | Instrument | Notes |
|---|---|---|---|---|
| May 23, 2024 | 2024‑05‑21 | Form 4 | DSUs/RSUs | GEHC Form 4 filed for Hochman; details available via GEHC investor site |
| May 30, 2025 | 2025‑05‑28 | Form 4 | RSUs and DSUs | “Each restricted stock unit and deferred stock unit represents the right to receive, at settlement, one share of GE HealthCare common stock” |
| Reference | 2025‑05‑28 | Stock Award (grant) | Price $0.00 (restricted units) | Yahoo Finance insider page reflects 2025 stock award grant entry |
Governance Assessment
- Board effectiveness: Hochman adds deep provider‑side operating expertise and risk oversight to the Governance Committee and human capital perspective to the Compensation Committee; committee independence and meeting cadence (Audit 10; Governance 4; Compensation 5) suggest active oversight .
- Independence and conflicts: The Board affirmed Hochman’s independence; Providence transactions disclosed as ordinary‑course, <1% revenue thresholds, with Board concluding no material interest—appropriate transparency but warrants continued monitoring given his CEO Emeritus role .
- Alignment and incentives: Director pay mix balances cash and equity; Hochman’s election of DSUs in lieu of cash increases alignment via deferral; stock ownership guidelines (5x cash retainer) and anti‑hedging/pledging support long‑term orientation .
- Shareholder signals: 2024 say‑on‑pay support of 92.6% indicates general investor alignment on compensation governance; ongoing outreach (53% reached; 33% met) and lead director involvement bolster engagement .
- RED FLAGS: None observed in filings—no pledging, no hedging, no compensation committee interlocks; related‑party revenue with Providence disclosed and under 1% thresholds; maintain watch for any Bain Capital–related transactions or evolving provider relationships that could introduce conflicts .