Michael Marks
HCA HealthcareAbout Michael A. Marks
HCA’s Executive Vice President and Chief Financial Officer since May 1, 2024 (age 55 as of Feb 1, 2025), Marks has spent nearly three decades in finance and operating CFO roles across HCA, joining the company in 1996 and advancing through divisional and corporate finance leadership before his appointment to CFO . In 2024 under HCA’s management team, the company delivered $70.603B in revenue (+8.7% y/y), $13.882B adjusted EBITDA, and net income of $5.760B ($22.00 diluted EPS); the HCA TSR index value stood at 211.12 for 2024 in the pay-versus-performance table . Compensation design for Marks emphasizes pay-for-performance with an annual PEP tied 80% to EBITDA and 20% to quality/care metrics and long-term equity via SARs (time-based) and PSUs (3-year cumulative EPS), aligning incentives to profitability, quality, and stock performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HCA Healthcare | EVP & Chief Financial Officer | May 1, 2024 – present | Corporate CFO; signed SOX 302/906 certifications for FY24 10-K |
| HCA Healthcare | SVP – Finance | Jan 2023 – Apr 2024 | Corporate finance leadership preceding CFO appointment |
| HCA Healthcare | VP – Financial Operations Support | Mar 2021 – Dec 2022 | Enterprise financial operations support leadership |
| HCA Healthcare | CFO, National Group | Dec 2008 – Feb 2021 | Oversaw financials for major HCA segment |
| HCA Healthcare | CFO, West Florida Division | Jul 2004 – Nov 2008 | Regional division CFO |
| HCA Healthcare | Joined HCA | 1996 | Entered company; earlier roles prior to divisional CFO track |
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base Salary (set rate) | $900,000 effective May 1, 2024 | $990,000 effective Feb 1, 2025 |
| Salary Paid (SCT) | $794,544 | — |
| Target Annual Bonus (PEP) | 110% of base salary | — |
Performance Compensation
Annual Incentive (PEP) – 2024 Design and Outcome
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| EBITDA (as defined by PEP) | 80% | 110% of salary (overall PEP target) | 200.00% of EBITDA sub-target | Final total PEP payout: 195.13% of target; Aggregate 171.01% of base salary | Annual cash; paid for FY2024 performance ($1,539,067) |
| Quality & Care metrics | 20% | Included in overall target | 175.65% of quality sub-target | Included in final total 195.13% | Annual cash |
| Actual 2024 PEP Cash Paid | $1,539,067 |
Long-Term Equity Incentives – 2024 Grants
| Award Type | Grant Date | Quantity/Target | Exercise/Terms | Grant-date Fair Value | Vesting |
|---|---|---|---|---|---|
| SARs | 1/31/2024 | 5,503 | $304.90 strike | $562,737 | 25% on each of first 4 anniversaries; 10-year term |
| PSUs (Target) | 1/31/2024 | 1,905 | 3-yr cumulative EPS (2024–2026) | $580,835 | Earn-out 0–200% vs cumulative EPS schedule |
| SARs (Promotional) | 4/29/2024 | 9,096 | $311.42 strike | $1,003,379 | 25% on each of first 4 anniversaries; 10-year term |
| PSUs (Promotional Target) | 4/29/2024 | 3,149 | 3-yr cumulative EPS (2024–2026) | $980,662 | Earn-out 0–200% vs cumulative EPS schedule |
| Equity Mix (SCT) 2024 | Stock Awards $1,561,497; SAR Awards $1,566,116; Total $3,127,613 |
PSU payout schedule for 2022–2024 cycle achieved 51.9% of target; Marks vested 638 PSUs from his 2022 grant, evidencing calibration against challenging targets .
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Value |
|---|---|
| Beneficial Ownership (as of Feb 24, 2025) | 120,202 shares; includes 50,009 shares issuable upon exercise of SARs; <1% of shares outstanding |
| Ownership Guidelines | NEOs: ≥3x base salary; all NEOs exceeded as of Dec 31, 2024 except McAlevey (within 5-year window) |
| Hedging/Pledging | Hedging and pledging of company stock prohibited for executive officers |
| Clawbacks | NYSE-compliant mandatory recoupment policy for restatements; additional discretionary PEP clawback for inaccuracies or bad-faith conduct |
Outstanding Equity (12/31/2024) – SARs by Tranche
| Strike | Exercisable (#) | Unexercisable (#) | Expiration |
|---|---|---|---|
| $81.96 | 4,585 | — | 2/1/2027 |
| $101.16 | 9,150 | — | 1/31/2028 |
| $139.06 | 10,670 | — | 1/30/2029 |
| $145.24 | 11,040 | — | 1/29/2030 |
| $173.12 | 4,710 | 1,570 | 2/3/2031 |
| $236.61 | 2,080 | 2,080 | 1/28/2032 |
| $253.30 | 1,894 | 5,684 | 1/30/2033 |
| $304.90 | — | 5,503 | 1/31/2034 |
| $311.42 | — | 9,096 | 4/29/2034 |
Unvested PSUs (12/31/2024)
| PSU Tranche (Target) | Units Unvested | Market Value (@$300.15) |
|---|---|---|
| PSU tranche A | 2,513 | $754,277 |
| PSU tranche B (2024 Jan grant target) | 1,905 | $571,786 |
| PSU tranche C (2024 Promo grant target) | 3,149 | $945,172 |
PSUs vest on achievement of 3-year cumulative EPS: 90% of target EPS = 25% payout; 100% = 100%; ≥110% = 200% payout (straight-line between thresholds) .
Employment Terms
Severance / Termination Economics (as of 12/31/2024)
| Scenario | Cash Severance | NEIP Bonus | Unvested Equity | SERP | Retirement Plans | Health/Welfare | Disability Income | Life Insurance | Accrued Vacation | Total |
|---|---|---|---|---|---|---|---|---|---|---|
| Voluntary Termination | — | $1,539,067 | — | $6,824,481 | $753,612 | — | — | — | $124,615 | $9,241,775 |
| Involuntary Without Cause | $1,800,000 | $1,539,067 | $502,451 | $6,824,481 | $753,612 | $45,788 | — | — | $124,615 | $11,590,014 |
| Termination for Cause | — | — | — | $6,824,481 | $753,612 | — | — | — | $124,615 | $7,702,708 |
| Voluntary for Good Reason | $1,800,000 | $1,539,067 | — | $6,824,481 | $753,612 | $45,788 | — | — | $124,615 | $11,087,563 |
| Disability | — | $1,539,067 | $1,100,347 | $6,824,481 | $753,612 | — | $1,983,899 | — | $124,615 | $12,326,021 |
| Death | — | $1,539,067 | $1,100,347 | $6,266,004 | $753,612 | — | — | $901,000 | $124,615 | $10,684,645 |
| Change in Control | — | $1,539,067 | — (double-trigger applies) | — | — | — | — | — | — | $1,539,067 |
Key policy terms:
- Executive Severance Policy covers NEOs other than CEO; vested SARs remain exercisable for 180 days post involuntary termination without cause or for good reason; PSU prorated eligibility if >1 year into performance period on a no-cause termination .
- Equity awards (SAR, PSU, RSU) are double-trigger for acceleration in CIC scenarios .
- Compensation recoupment: mandatory NYSE-compliant clawback for restatements; discretionary PEP recoupment for metric inaccuracies or bad-faith conduct; relocation tax assistance subject to clawback if early termination .
- No excise tax gross-ups on CIC; no perquisite tax gross-ups other than relocation assistance .
Retirement & Deferred Benefits
| Plan | Credited Service | Present Value |
|---|---|---|
| SERP (frozen to new participants) | 29 years credited (capped at 25 for formula), eligible for early retirement | $5,800,068 (present value); separate termination scenario table uses $6,824,481 lump-sum based on 4.83% rate |
Compensation Structure Notes
- 2024 pay mix (SCT): Salary $794,544; PEP cash $1,539,067; Equity $3,127,613 (stock + SAR) . The heavy equity component and high PEP target (110% of salary) underscore at-risk, performance-based design .
- PSU calibration evidenced by 2022–2024 vesting at 51.9% of target (marks earning 638 units), suggesting targets are set above run-rate and are sensitive to macro/operational shocks .
Investment Implications
- Alignment: Marks’ incentives are tightly coupled to EBITDA (annual) and multi-year EPS (PSUs), with meaningful equity exposure and ownership guideline compliance; hedging/pledging prohibited and robust clawback policies further align interests to long-term value creation and governance quality .
- Vesting overhang/supply: Time-based SARs vest 25% annually across multiple tranches through 2034; combined with unvested PSUs (multiple tranches), this creates periodic potential supply as awards vest, though CIC acceleration requires double-trigger, reducing abrupt event-driven overhang risk .
- Retention: Executive Severance Policy economics (e.g., $11.6M for no-cause) plus sizable SERP value (~$5.8–$6.8M depending on measure) create retention “golden handcuff” dynamics, lowering immediate departure risk but raising long-term pension exposure considerations for shareholders .
- Performance bar: 2024 PEP paid at 195.13% of target (driven by EBITDA and quality metrics), while the 2022–2024 PSU cycle paid near threshold-to-target (51.9%), indicating annual operations executed above plan in 2024, yet multi-year EPS goals remained demanding—supportive of balanced incentive rigor .
- Company performance context: FY2024 revenue growth (+8.7%), adjusted EBITDA $13.882B, and strong TSR index values provide constructive backdrop for finance execution under Marks’ tenure, albeit his CFO role commenced mid-2024; forward assessment should track 2024–2026 PSU EPS progress and SAR in-the-money leverage versus cash conversion and capital allocation .