Hugh Johnston
HCA HealthcareAbout Hugh F. Johnston
Hugh F. Johnston, age 63, is an independent director of HCA Healthcare, serving since 2021. He chairs the Audit and Compliance Committee and sits on the Finance and Investments Committee, bringing deep finance and public company oversight experience from senior roles at The Walt Disney Company (Senior EVP & CFO since December 2023) and PepsiCo (Vice Chairman from 2015 and EVP/CFO from 2010). He is recognized by HCA’s board as an audit committee financial expert and is affirmed independent under NYSE standards and HCA’s guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Walt Disney Company | Senior EVP & CFO | Since Dec 2023 | Public-company CFO leadership; large-scale finance, capital markets oversight |
| PepsiCo, Inc. | Vice Chairman; EVP & CFO | Vice Chairman from 2015; EVP/CFO from 2010 | Global finance, operations, governance expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft Corporation | Director; Chair of Audit Committee | Current | Leads audit oversight; financial reporting, controls, and risk governance |
| FRBNY Advisory Council; Booth CFO Forum Advisory Board; Syracuse Whitman Advisory Council; Peterson Institute for International Economics | Member/Advisor | Current | Policy, macro, and capital market insight relevant to HCA risk oversight |
Board Governance
- Independence: Affirmed independent (NYSE and HCA standards); audit committee members meet Rule 10A-3 independence requirements.
- Roles: Audit and Compliance Committee Chair; Finance & Investments Committee member; designated audit committee financial expert.
- Meetings: Board met 6 times in 2024; Audit and Compliance met 10 times; Finance & Investments met 4 times.
- Attendance: All director nominees attended at least 75% of applicable board/committee meetings; all directors attended the 2024 annual meeting.
- Executive sessions: Non-management directors meet regularly; independent directors meet at least annually.
- Director service limits: HCA policy allows no more than four other public-company boards.
| Item | 2024 Data |
|---|---|
| Board meetings (count) | 6 |
| Audit & Compliance Committee meetings (count) | 10 |
| Finance & Investments Committee meetings (count) | 4 |
| Attendance threshold achieved | ≥75% for all nominees |
| Annual meeting attendance | All directors attended |
Committee responsibilities relevant to investor confidence:
- Audit & Compliance: Oversees financial reporting, auditor independence, internal controls, cybersecurity and AI risk, related-party transactions; produces the audit committee report.
- Finance & Investments: Reviews capital structure, investment policies, and financial strategy.
Fixed Compensation
HCA’s director pay program includes cash retainers for board and committee service, plus chair premiums. Directors may elect to receive the board-chair or presiding-director retainer, and the general board retainer, in cash or RSUs.
| Component | Policy Amount | Notes |
|---|---|---|
| Board annual cash retainer | $110,000 | Payable quarterly; election to take RSUs available |
| Audit & Compliance Committee member retainer | $15,000 | |
| Other committees member retainer (each) | $10,000 | Compensation, Finance & Investments, Nominating & Corporate Governance, Patient Safety & Quality |
| Audit & Compliance Committee Chair | $30,000 | |
| Other committee Chair (each) | $25,000 | |
| Independent presiding director | $40,000 | |
| Chairman of the Board | $100,000 | |
| Director grant cap (cash + equity) | $750,000 per calendar year | Plan-based limitation |
Hugh Johnston’s 2024 actual director compensation:
| Name | Fees Earned or Paid in Cash | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Hugh F. Johnston | $150,000 | $189,966 | $339,966 |
Performance Compensation
HCA grants time-based RSUs to directors with annual grant value of $190,000; they vest 100% at the next annual meeting or on the first anniversary of grant, subject to continued service, with immediate vest on change in control under plan terms. Directors can defer receipt until board departure. Awards are subject to clawback per HCA policy and SEC/Dodd-Frank rules.
| Equity Element | Value | Vesting | Deferral/Clawback |
|---|---|---|---|
| Annual board RSU grant | $190,000 per year | 100% at next annual meeting or 1-year anniversary | Deferral election available; awards subject to clawback |
Note: Director equity is time-based; no disclosed performance metrics apply to director compensation.
Other Directorships & Interlocks
| Company | Role | Committee Positions |
|---|---|---|
| Microsoft Corporation | Director | Audit Committee Chair |
| The Walt Disney Company | Senior EVP & CFO | N/A (executive role, not board seat disclosed) |
HCA limits directors to four other public boards; Johnston’s disclosed service appears within this limit. No related-party transactions involving Johnston were disclosed; audit committee reviews RPTs by charter.
Expertise & Qualifications
- Audit committee financial expert designation; extensive CFO experience at PepsiCo and Disney, and public board audit leadership at Microsoft.
- Governance and risk oversight: Audit scope includes cybersecurity, AI, disaster recovery, and business continuity—areas aligned with Johnston’s technology and finance oversight background.
- Broad external policy advisory roles provide macro and regulatory insight beneficial to HCA’s board.
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Beneficial ownership (Feb 24, 2025) | 2,640 shares | Includes 2,630 RSUs vesting within 60 days |
| Unvested RSUs (Dec 31, 2024) | 610 units | Outstanding as of fiscal year-end |
| Deferred RSUs (elected) | 2,020 units | Delivery deferred until board departure |
| Ownership % | <1% | As disclosed in security ownership table |
| Ownership guideline | 5× annual cash retainer within 5 years | All directors >5 years service met guideline as of Dec 31, 2024; newer directors have 5 years to comply |
| Pledging/Hedging | Not disclosed | No pledging noted for Johnston in proxy; clawback policy in place |
Governance Assessment
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Strengths
- Independence and audit expertise: Johnston is affirmed independent, chairs audit, and is designated a financial expert—supports strong oversight of financial reporting and risk (including cybersecurity/AI).
- Attendance and engagement: Board and committees met frequently; company reports ≥75% attendance by all nominees and full annual meeting attendance, supporting engagement.
- Alignment mechanisms: Director equity grants, ownership guidelines (5× retainer), deferral options, and clawback provisions reinforce long-term alignment and accountability.
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Potential Risks/Red Flags to Monitor
- Time commitments: Concurrent service as Disney CFO and Microsoft audit chair is significant; HCA’s “≤4 public boards” policy mitigates some concerns, but investors should monitor capacity and focus across roles.
- Related-party exposure: No Johnston-specific related-party transactions disclosed; audit committee reviews RPTs—continue monitoring disclosures.
- Compensation inflation: While HCA caps director cash+equity at $750k, observed 2024 total of $339,966 is well within limits; continue tracking Y/Y changes.
Overall signal: Johnston’s audit leadership and finance credentials, combined with independence and active committee oversight on financial and cyber/AI risks, are positive for board effectiveness and investor confidence, with primary watchpoint being bandwidth across multiple high-intensity roles.