Michael Cuffe
HCA HealthcareAbout Michael Cuffe
Michael S. Cuffe, M.D., age 59, is HCA Healthcare’s Executive Vice President and Chief Clinical Officer (since January 1, 2022). He previously led HCA’s Physician Services Group from 2011–2021 after senior clinical leadership roles at Duke University Health System and Duke University School of Medicine. Company performance under his tenure as CCO has been strong: in 2024 HCA delivered $70.603B in revenue (+8.7% YoY), $10.514B in operating cash flow, and $5.760B in net income ($22.00 diluted EPS); dividends rose 10% to $2.64 per share, and quality metrics exceeded national averages on key CMS measures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HCA Healthcare | President — Physician Services Group; also Vice President | Oct 2011–Dec 2021; VP Oct 2011–Jan 2015 | Built and operated physician services across markets; recruitment, JV development; integrated clinical operations |
| Duke University Health System | VP Ambulatory Services & Chief Medical Officer; VP Medical Affairs | Mar 2011–Oct 2011; Jun 2005–Mar 2011 | Led ambulatory practice operations and medical affairs for a major academic health system |
| Duke University School of Medicine | Vice Dean for Medical Affairs; Deputy Chair, Dept. of Medicine; Associate Professor of Medicine | Jun 2008–Mar 2011; Aug 2009–Aug 2010; Mar 2005–Oct 2011 | Academic and administrative leadership; clinical research and education oversight |
External Roles
- None disclosed in SEC filings for public-company boards or committee roles for Dr. Cuffe .
Fixed Compensation
| Metric | 2021 | 2024 |
|---|---|---|
| Base Salary ($) | $694,435 | $916,500 |
| Target Bonus (% of Salary) | 85% | 100% (PEP target $918,000) |
| Actual Annual Bonus Paid ($) | $1,050,330 | $1,791,294 |
| Stock Awards ($) | $1,621,594 | $1,336,072 |
| SAR/Option Awards ($) | $1,657,529 | $1,294,204 |
| All Other Compensation ($) | $134,036 | $203,229 |
| Total Compensation ($) | $5,157,924 | $5,541,299 |
Performance Compensation
Annual Incentive (PEP) – Design and 2024 Outcome
| Component | Metric Definition | Weight | Target Structure | 2024 Actual | Payout & Vesting |
|---|---|---|---|---|---|
| Financial | Company EBITDA (adjusted per PEP rules) | 80% | Threshold 25% payout; Target 100%; Max 200% | Achieved at max (200% for financial portion) | Paid in cash; total PEP payout at 195.13% of target |
| Quality & Care | HAI & Sepsis (30%), Complication & Mortality (30%), Care Experience (40%) | 20% | 0% at/below threshold; 100% at target; 200% at max; quality pays only if EBITDA ≥90% of target | Achieved 175.65% for quality portion | Paid in cash; total PEP payout at 195.13% of target |
- Dr. Cuffe’s PEP target opportunity as EVP/CCO is set at 100% of salary (consistent program design; e.g., 2025 EVP CCO schedule shows 100%) .
- 2024 PEP actual cash paid to Dr. Cuffe: $1,791,294 .
Long-Term Incentives (Equity)
| Instrument | Grant Date | Terms | Grant Size | Price/Base | Vesting | Performance Metric |
|---|---|---|---|---|---|---|
| PSUs (2024) | 1/31/2024 | 3-year performance | Target 4,382; Threshold 1,095; Max 8,764 | N/A | Cliff at end of FY 2024–2026 | Cumulative diluted EPS; 25% at 90% of Target EPS, 200% at ≥110% |
| SARs (2024) | 1/31/2024 | Time-vested over 4 years | 12,656 | $304.90 | 25% per year on grant anniversaries | Stock price appreciation only |
- PSU design uses adjusted cumulative EPS with specific exclusions (e.g., divestiture gains/losses, legal items, share-based comp adjustments) .
- SARs have 10-year terms, FMV-based exercise prices, and vest ratably .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 87,429 shares as of Feb 25, 2022; <1% of outstanding |
| Ownership Guidelines | NEOs required to hold equity ≥3× base salary; 75% of net vested shares retained until compliant |
| Compliance Status | As of Dec 31, 2021, each NEO’s holdings “substantially exceeded” minimum guidelines |
| Outstanding Equity (12/31/2024) | PSUs unearned: 4,814 units ($1,444,922); PSUs unearned: 4,382 units ($1,315,257) |
| SARs – Exercisable/Unexercisable | 15,690/5,230 @ $173.12 (2/3/2031); 5,512/1,838 @ $241.81 (10/25/2031); 7,625/7,625 @ $236.61 (1/28/2032); 3,631/10,893 @ $253.30 (1/30/2033); 0/12,656 @ $304.90 (1/31/2034) |
| Pledging/Hedging | No pledging or hedging by Dr. Cuffe disclosed; plan prohibits repricing and excise tax gross-ups |
Related party note: A Company director-level employee is disclosed as Dr. Cuffe’s brother-in-law (compensation typical for role); no transactions indicate unusual terms for Dr. Cuffe personally .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Dr. Cuffe does not have an employment agreement; covered under HCA’s Executive Severance Policy |
| Severance Scenarios (as of 12/31/2024) | Involuntary termination without cause or for good reason: cash severance $1,377,000; non‑equity bonus $1,791,294; unvested equity $963,181; health benefits $37,810; retirement plans $1,066,929; accrued vacation $127,108; disability and death scenarios detailed below |
| Disability and Death Benefits | Disability lump-sum PV ~$1,482,052; Company-paid life insurance $919,000 upon death |
| Change in Control (Equity) | Double-trigger acceleration; if assumed, performance goals deemed achieved at “target” and awards convert to time-based vesting; accelerated vesting on termination without cause/for good reason/death/disability post-CoC; no excise tax gross-ups; no repricing |
| Clawback/Recoupment | PEP awards subject to discretionary recovery/adjustment and mandatory repayment policies; equity awards subject to clawback per SEC/Dodd-Frank |
Severance scenario detail for 2024 (select cases):
| Scenario | Cash Severance ($) | Non-Equity Bonus ($) | Unvested Equity ($) | Retirement Plans ($) | Health & Welfare ($) | Accrued Vacation ($) | Disability ($) | Life Insurance ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|---|
| Voluntary Termination | — | 1,791,294 | — | 1,066,929 | — | 127,108 | — | — | 2,985,331 |
| Involuntary (Without Cause) | 1,377,000 | 1,791,294 | 963,181 | 1,066,929 | 37,810 | 127,108 | — | — | 5,363,322 |
| Good Reason | 1,377,000 | 1,791,294 | — | 1,066,929 | 37,810 | 127,108 | — | — | 4,400,141 |
| Disability | — | 1,791,294 | 2,729,607 | 1,066,929 | — | 127,108 | 1,482,052 | — | 7,196,990 |
| Death | — | 1,791,294 | 2,729,607 | 1,066,929 | — | 127,108 | — | 919,000 | 6,633,938 |
| Change in Control | — | 1,791,294 | — | — | — | — | — | — | 1,791,294 |
Investment Implications
- Strong pay-for-performance alignment: Annual incentives are 80% tied to EBITDA and 20% to quality/care with explicit thresholds and caps; long-term PSUs vest solely on three-year EPS and SARs reward only stock price appreciation, anchoring alignment to both financial outcomes and clinical quality .
- Retention risk appears contained: Executive Severance Policy provides meaningful protection in involuntary/good reason scenarios; double-trigger equity acceleration at target post‑CoC supports continuity while avoiding single‑trigger windfalls; no excise tax gross-ups reduce governance risk .
- Insider selling pressure: Significant SAR tranches are already exercisable (e.g., 15,690 at $173.12; 5,512 at $241.81) with additional unexercisable tranches rolling forward; monitor Form 4 activity around vest dates for potential supply .
- Ownership alignment: NEOs are subject to 3x salary ownership guidelines with retention requirements; as of the latest disclosure period, NEOs (including Dr. Cuffe) exceeded guideline minimums, supporting long-term alignment .
- Governance and risk: Robust clawback/recoupment across PEP and equity plans and double-trigger CoC terms mitigate excessive risk-taking; no evidence of pledging/hedging by Dr. Cuffe; a minor related-party disclosure (brother-in-law employed at HCA) does not implicate compensation or award practices for Dr. Cuffe .