Donna W. Hyland

About Donna W. Hyland

Independent director since 2015 and Chair of GPC’s Compensation and Human Capital Committee; age 64. She is President and CEO of Children’s Healthcare of Atlanta (since June 2008), previously COO (Jan 2003–May 2008) and CFO (Feb 1998–Dec 2002). She also serves as a director of Cousins Properties, Inc., chairing its Audit Committee and serving on its Compensation and Human Capital and Executive Committees .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Compensation and Human Capital; no membership on Nominating & ESG, Audit, Executive .
• Compensation & Human Capital Committee members (2024): Donna W. Hyland (Chair), John D. Johns, John R. Holder; Committee composed entirely of independent directors per NYSE/SEC .
• Independence: Board affirms Hyland is independent; nine of twelve nominees are independent (including Hyland) .
• Attendance and engagement: Board met 4 times in 2024; all directors and all committee members attended all meetings; all directors attended the 2024 Annual Meeting .
• Lead Independent Director: John D. Johns; independent directors held executive sessions at all regularly scheduled Board meetings .

Fixed Compensation

• Annual cash retainer: $100,000 for non-employee directors; Committee Chairs receive an additional $25,000 annually → Hyland cash fees: $125,000 (retainer + chair fee) .
• No meeting fees; directors may defer fees under Directors’ Deferred Compensation Plan .
• 2024 director compensation for Hyland: Fees Earned/Paid in Cash $125,000; Stock Awards $190,000; Total $315,000 .
• Mix vs prior year: Board approved same annual cash retainer and stock grants as prior year (no change) .

Performance Compensation

• RSU grant: 1,207 RSUs granted to each non-employee director on May 3, 2024, grant-date fair value $190,000; each RSU is a fully vested right to receive one share on May 1, 2029 (earlier upon death, disability, retirement, or change in control) .
• Performance metrics: None disclosed for director RSUs; awards are time-based settlement, not performance-conditioned .

Other Directorships & Interlocks

Expertise & Qualifications

• Healthcare operations and finance leadership across CFO, COO, CEO roles; broad accounting and business experience .
• Audit financial expertise evidenced by her role as Audit Committee Chair at Cousins Properties .
• Chairs GPC’s Compensation and Human Capital Committee, overseeing executive compensation, succession planning, corporate culture, talent strategy, and human capital oversight; retained independent consultant Meridian; Committee found no consultant conflicts under SEC factors .

Equity Ownership

• Beneficial ownership (as of Feb 19, 2025): 23,556 shares; less than 1% of outstanding .
• RSUs held (as of Dec 31, 2024): 8,288 RSUs .
• Deferred compensation: 8,747 common stock equivalents in Directors’ Deferred Compensation Plan .
• Ownership guidelines: Directors must own shares valued at 5× prior year annual cash retainer; all non-employee directors were in compliance as of Dec 31, 2024 .
• Anti-hedging/pledging policies apply to directors and executives .

Compensation Committee Analysis

• Composition and independence: Committee comprised solely of independent directors; Hyland as Chair; members Holder and Johns (Lead Independent Director) .
• Scope: CEO and executive compensation oversight; succession planning; corporate culture and human capital; compensation risk reviews .
• Advisor: Meridian Compensation Partners engaged as independent consultant; Committee evaluated SEC independence/conflict factors; no conflicts identified for 2024 .
• Clawback: Board-adopted clawback policy for incentive-based compensation upon restatements, aligned with NYSE/SEC requirements .

Related-Party Transactions and Conflicts

• Policy: Nominating & ESG Committee reviews/oversees any related-person transactions >$120,000; only approves if in (or not inconsistent with) Company/shareholder best interests .
• Disclosure: No material related person transactions or agreements during FY2024 through proxy filing date; Board independence determination highlighted one immaterial vendor relationship tied to another director (not Hyland) .

Governance Assessment

• Strengths

  • Independent, experienced chair of Compensation & Human Capital Committee; robust use of independent consultant; documented conflict-of-interest screening .
  • Full attendance at Board and Committee meetings; active engagement, executive sessions led by Lead Independent Director .
  • Strong alignment: meaningful equity via RSUs and deferred stock equivalents; director ownership guidelines at 5× cash retainer; all directors in compliance .
  • Anti-hedging/pledging policies; clawback policy for incentive-based pay (executive) .

• Risks/Watch Items

  • Director equity awards are time-based with settlement at a fixed date (no performance conditions), which may reduce pay-for-performance sensitivity at the director level; however, director pay is customarily not performance-based .
  • Chair influence over executive pay requires ongoing scrutiny of pay outcomes vs. performance; Committee asserts independence and consultant vetting, which mitigates risk .
  • No current Form 4 data included due to access issue; monitor insider activity for alignment signals going forward. Attempted to fetch insider trades but was not authorized (tool error), so latest Form 4 transactions for Hyland are not assessed here.

• RED FLAGS

  • None disclosed related to Hyland: no related-party transactions, no attendance issues, no hedging/pledging disclosures, no tax gross-ups or option repricing noted for directors .