John Chidsey
HCA HealthcareAbout John W. Chidsey, III
John W. Chidsey, III was appointed as an independent director of HCA Healthcare, effective July 15, 2025, and will serve on the Audit & Compliance, Compensation, and Patient Safety & Quality of Care Committees . He most recently served as Global CEO of Subway and previously as CEO (and Chairman) of Burger King Holdings, with earlier senior leadership roles at Cendant and PepsiCo; he holds a B.A. from Davidson College and MBA/J.D. from Emory University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Subway | Global Chief Executive Officer | Not disclosed | Led global operations and brand strategy |
| Burger King Holdings, Inc. | Chief Executive Officer; Chairman | Not disclosed | Turnaround and franchising leadership; board chair oversight |
| Cendant Corporation | Significant leadership roles | Not disclosed | Finance/operations leadership in multi-brand environment |
| PepsiCo | Senior financial leadership roles | Not disclosed | Financial leadership in large-scale consumer operations |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Norwegian Cruise Line Holdings Ltd. | Director | Current | Public company board experience in travel/leisure |
| Encompass Health Corporation | Director | Prior | Prior healthcare board exposure |
| Burger King Holdings, Inc. | Chairman | Prior | Board leadership in franchised consumer brand |
| Brinker International, Inc. | Director | Prior | Restaurant sector oversight |
Board Governance
- Independence status: Appointed as an independent director of HCA Healthcare .
- Committee assignments: Audit & Compliance; Compensation; Patient Safety & Quality of Care .
- Chair roles: None disclosed for Chidsey; 2025 proxy shows these committees with established chairs (Audit & Compliance Chair: Hugh F. Johnston; Compensation Chair transitioning to Andrea B. Smith; Patient Safety & Quality of Care Chair: Wayne J. Riley, M.D.) .
- HCA board practices: Majority independent; directors limited to four other public company boards; 5x retainer ownership guideline; regular executive sessions .
| Governance Item | Detail |
|---|---|
| Independence | Independent director |
| Committees | Audit & Compliance; Compensation; Patient Safety & Quality of Care |
| Committee Chairs | Audit: Hugh F. Johnston; Compensation: Andrea B. Smith (effective annual meeting); PS&Q: Wayne J. Riley, M.D. |
| Attendance | Not yet applicable; HCA 2024 board attendance: all nominees ≥75% |
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Board annual cash retainer | $110,000 | Payable quarterly; directors may elect cash or RSUs for certain retainers |
| Committee member retainers | Audit & Compliance: $15,000; Other committees: $10,000 each | Applied per committee membership |
| Committee chair fees | Audit Chair: $30,000; Other committee chairs: $25,000 | Not applicable unless serving as chair |
| Independent presiding director retainer | $40,000 | Not applicable to Chidsey |
| Chairman of the Board retainer | $100,000 | Not applicable to Chidsey |
| Expense reimbursement | Reasonable expenses reimbursed | Standard practice |
Performance Compensation
| Equity Component | Value | Vesting | Change in Control Treatment | Deferral Option |
|---|---|---|---|---|
| Annual RSU grant (non-management directors) | $190,000 | 100% vests on next annual meeting or first anniversary, subject to service | RSUs immediately vest upon Change in Control (per director grant agreements) | Directors may elect to defer receipt until board service ends |
Note: HCA’s broader Amended 2020 Employee Plan features double-trigger acceleration for employee awards and detailed performance-based award mechanics; director RSUs are time-vested and not tied to financial or ESG metrics .
Other Directorships & Interlocks
| Company | Relationship to HCA | Interlock/Conflict Commentary |
|---|---|---|
| Norwegian Cruise Line Holdings Ltd. | Unrelated industry; customer/supplier linkage not disclosed | No HCA-related transactions disclosed; low direct conflict risk based on available information |
| Encompass Health Corporation (prior) | Healthcare services; potential competitive adjacency (post-acute) | Prior role; no current interlock. Monitor for any business dealings if future relationships arise |
| Burger King Holdings, Brinker International (prior) | Unrelated consumer sectors | No HCA-related transactions disclosed |
Expertise & Qualifications
- Executive leadership in large, complex franchised and multi-site operations (Subway, Burger King), relevant to overseeing HCA’s 190+ hospitals and 2,500+ ambulatory sites .
- Financial and operational expertise, including senior financial roles at PepsiCo; MBA/J.D. degrees provide legal and financial acumen for audit and compensation oversight .
- Public company board experience across multiple industries; complements HCA board’s commitment to risk oversight, human capital, and patient safety .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (common shares) | Not disclosed in appointment release; initial Form 4 data not available via tool due to access error; will update upon SEC filings |
| Ownership guideline | Directors must reach 5x annual cash retainer within 5 years |
| Hedging/pledging | Not disclosed for Chidsey; HCA governance and ethics framework in place |
Attempted to fetch insider trading/Form 4 data using the insider-trades skill (Form 4) for HCA and “Chidsey”; access returned 401 unauthorized. Will refresh when filings are available and accessible.
Fixed vs Performance Compensation Mix (Director)
| Category | Cash | Equity | Notes |
|---|---|---|---|
| Board/Committee retainers | Fixed cash (electable as RSUs for certain roles) | N/A | Quarterly payments; per-committee fees |
| Annual board grant | N/A | RSUs valued at $190,000; time-vested | Vests by next annual meeting or 1-year; immediate vest on Change in Control |
Compensation Structure Analysis (Signals)
- Director compensation balances cash retainers with time-vested RSUs; no director performance metrics or options—reduces risk of short-termism and avoids option repricing concerns .
- Ownership alignment via 5x retainer guideline within five years promotes skin-in-the-game; as a new appointee, tracking progress to guideline is recommended .
- HCA’s Amended 2020 Employee Plan removes excise tax gross-ups, forbids repricing, and includes minimum vesting—shareholder-friendly guardrails that inform broader compensation governance context (though director grants remain time-based) .
Patient Safety & Compensation Committee Context (Governance Quality)
- Compensation Committee: independent membership; uses independent consultant Semler Brossy; meeting cadence (7 in 2024); oversight includes executive compensation and human capital strategy .
- Patient Safety & Quality of Care Committee: oversight of policies for quality care and safety; chaired by Dr. Wayne Riley; meeting cadence (4 in 2024) .
- Audit & Compliance Committee: robust remit including financial reporting, internal controls, cybersecurity/AI, related-party review; 10 meetings in 2024; multiple “financial experts” designated .
These committee structures provide strong frameworks for Chidsey’s engagement.
Related Party Transactions and Conflicts
- No HCA-related party transactions disclosed for Chidsey at appointment; prior external directorships are not current conflicts per available disclosures .
- Audit & Compliance Committee oversees related-party reviews; governance documents and Code of Conduct outline standards .
Risk Indicators & Red Flags
- RED FLAG watchlist items to monitor post-appointment:
- Any hedging/pledging of HCA stock once beneficial ownership is established (not disclosed) .
- Related-party transactions involving companies where Chidsey has current influence (NCLH) or prior affiliations—none disclosed, but monitor .
- Multi-committee workload (three committees) may signal high engagement; ensure attendance and participation are tracked in 2026 proxy .
Governance Assessment
- Strengths: Independent status; extensive large-scale operations and finance background; immediate integration across three high-impact committees; robust HCA committee governance and independent consultant support .
- Alignment: Time-vested RSUs and 5x retainer ownership guideline promote alignment; no director options or performance-linked awards—reduces misalignment risk .
- Watch items: Confirm attendance/engagement in next proxy; monitor for any cross-industry conflicts or related-party exposure; track progress to ownership guideline via future proxies/Form 4s .
- Overall: Appointment adds seasoned operational and financial oversight capacity; committee placements align with his background, bolstering audit rigor, compensation governance, and patient safety oversight .