Andrea Smith

About Andrea B. Smith

Independent director at HCA Healthcare since 2022; age 58. Former Bank of America Chief Administrative Officer (2015–2021) and Global Head of Human Resources (2010–2015); currently interim President & CEO of the Charlotte Regional Business Alliance (since May 2024). Designated audit committee financial expert; serves on Audit & Compliance, Compensation, and Patient Safety & Quality of Care committees. Independence affirmed under NYSE standards and HCA’s additional guidelines.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit & Compliance; Compensation; Patient Safety & Quality of Care. Audit & Compliance members (including Smith) are independent and designated “audit committee financial experts.”
• Chair trajectory: Will become Chair of the Compensation Committee effective at the 2025 annual meeting (succeeding Robert J. Dennis).
• Independence: Board determined Andrea B. Smith is independent; all members of Audit, Compensation, and Nominating committees are independent.
• Attendance: Board met six times in 2024; all director nominees attended ≥75% of Board and committee meetings for periods served; all directors attended the 2024 annual meeting.
• Committee activity in 2024:
  • Audit & Compliance: 10 meetings.
  • Compensation: 7 meetings.
  • Patient Safety & Quality of Care: 4 meetings.
• Executive sessions: Non-management directors meet regularly in executive session and at least annually; independent directors also meet separately at least annually.
• Ownership guidelines: Non-management directors must hold HCA equity equal to 5× annual cash retainer within five years; directors may serve on no more than four other public company boards.

Fixed Compensation

• Cash retainers: $110,000 Board annual retainer; $15,000 Audit & Compliance member retainer; $10,000 per other committee membership; $25,000 per committee chair (except $30,000 for Audit chair); $40,000 independent presiding director; $100,000 Board Chairman. Directors can elect to take Board chair/presiding director/Board retainers in RSUs.

Fiscal compensation (Andrea B. Smith):

Performance Compensation

• Annual director equity: RSU grant with target value $190,000, granted upon joining and at each annual meeting; vests 100% at next annual meeting or one-year anniversary (time-based); directors may elect deferral until Board service ends. RSUs vest immediately upon a Change in Control per director award terms. Grant dates in 2024: April 29, 2024.
• Plan change-in-control framework: Company highlights “double trigger” acceleration generally for equity under Amended 2020 Plan; however, director RSUs specify immediate vesting upon Change in Control.

Performance metric table (director-specific):

Other Directorships & Interlocks

• Public company boards: None disclosed for Andrea B. Smith beyond HCA.
• Interlocks: Compensation Committee Interlocks—none; no HCA executives sit on compensation committees of companies with executives on HCA’s Board/Compensation Committee.
• External board limits: Max four other public company boards per HCA governance guidelines.

Expertise & Qualifications

• Financial and operational leadership as Bank of America CAO; deep human capital management expertise (former Global HR head).
• Audit Committee financial expert designation signifying oversight competence in financial reporting and controls.
• Health system quality exposure via Patient Safety & Quality of Care Committee service.

Equity Ownership

Governance Assessment

• Strengths: Independent director with audit committee financial expert status; slated to chair Compensation Committee—positions her to influence pay-for-performance alignment and human capital oversight; active across Audit, Compensation, and Patient Safety committees with robust 2024 meeting cadence; director compensation benchmarked by independent consultant (Semler Brossy), with independence assessed and no conflicts reported.
• Alignment & policies: Director equity grants are time-based RSUs with ownership guidelines (5× retainer), anti-hedging/pledging policy, and plan-level clawback provisions applicable to grants subject to company policy and applicable law.
• Conflicts/related parties: No related-party transactions involving Andrea Smith disclosed; overall related-party oversight resides with Audit & Compliance Committee.
• Potential red flags to monitor:
  • Ownership depth: Small beneficial stake today (~0.00146% of outstanding); within 5-year guideline window since joining in 2022. Monitor progression toward guideline compliance.
  • Change-in-control treatment: Director RSUs vest immediately on Change in Control (single-trigger for director awards) versus broader plan’s double-trigger highlight—investors may prefer uniform double-trigger; continue to review director award terms on renewal.
  • Investor influence: Frist Entities retain nomination rights (own ~28%); while Smith is independent, board dynamics warrant continued attention to independence and committee leadership balance.

Overall signal: Andrea Smith’s governance profile indicates strong committee coverage and financial/human capital expertise, with forthcoming Compensation Committee chair role enhancing board effectiveness on executive pay and workforce strategy. Independence is clear, attendance meets expectations, and compensation governance appears robust with external benchmarking and no interlocks. Ownership alignment should be observed over time within guideline period.