Michael McAlevey
HCA HealthcareAbout Michael McAlevey
Michael R. McAlevey is Executive Vice President – Chief Legal and Administrative Officer at HCA Healthcare. He was appointed Senior Vice President and Chief Legal Officer in January 2022 and promoted to EVP – Chief Legal and Administrative Officer effective April 1, 2024; age 60 as of February 1, 2024 . He oversees Legal, Ethics & Compliance, Development, Marketing & Corporate Affairs, Government Relations, and Information Protection & Security; previously held senior legal leadership roles at GE Healthcare and GE Aviation and served as Deputy Director of the SEC’s Division of Corporation Finance . Education: magna cum laude BA from Washington & Lee University and JD from the University of Virginia School of Law . HCA performance during his tenure includes 2024 revenues of $70.603B (+8.7% YoY), Adjusted EBITDA of $13.882B, and cumulative TSR of $211.12 on $100 invested since 12/31/2019 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HCA Healthcare | Senior Vice President & Chief Legal Officer | Jan 2022–Mar 2024 | Led legal function; succession from long‑tenured GC |
| HCA Healthcare | EVP – Chief Legal & Administrative Officer | Apr 2024–present | Expanded remit across legal, compliance, development, marketing/corporate affairs, government relations, security |
| GE Healthcare | VP, General Counsel & Business Development Leader | 2018–2022 | Led legal and BD for global medtech provider |
| GE Aviation | General Counsel & Business Development Leader | 2011–2018 | Guided legal and transactional strategy in aerospace |
| GE (Corporate) | Chief Corporate, Securities & Governance Counsel | 2003–2011 | Led global securities, governance, capital raising compliance |
| U.S. SEC | Deputy Director, Division of Corporation Finance | 1998–2002 | Senior regulator overseeing public company disclosure |
| Alston & Bird LLP | Associate/Partner (Corporate & Securities) | 1989–1998 | Capital raising and M&A advisory |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| HCA Healthcare Foundation | Director | Current | Philanthropy oversight |
| Nashville Healthcare Council | Fellow | Current | Industry leadership network |
| Washington & Lee University | Rector/Chair of Board of Trustees | Former | Governance leadership |
| Georgetown University Law Center | Adjunct Professor (M&A, Securities) | 1999–2002 | Academic teaching |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Bonus Paid ($) |
|---|---|---|---|
| 2023 | $942,450 | 85% | $1,566,197 |
| 2024 | $990,000 (increased Apr 1, 2024 with promotion) | 100% (updated with promotion) | $1,847,906 |
| 2025 | $1,014,750 (effective Feb 1, 2025) | — | — |
Performance Compensation
2024 Executive Officer Performance Excellence Program (PEP)
| Metric | Weighting | Target | Actual | Payout (% of PEP Target) |
|---|---|---|---|---|
| EBITDA (as adjusted) | 80% | $13.456B | $14.492B | 200.00% |
| Quality & Care (aggregate of measures) | 20% | Various (percentiles/percent targets) | Achieved weighted aggregate 175.65% | 175.65% |
| Final PEP payout | — | — | — | 195.13% of PEP Target (McAlevey) |
Long-Term Incentives (LTIs)
| Award Type | Grant Date | Units/Options | Strike/Base Price | Performance Metric/Condition | Vesting Schedule |
|---|---|---|---|---|---|
| PSUs (Target 2024 grant) | Jan 31, 2024 | 3,810 | — | 3-year cumulative diluted EPS (FY2024–FY2026) | Cliff vest at performance end; payout 0–200% |
| PSUs (Promotional grant) | Apr 29, 2024 | 788 | — | Same as above | Same as above |
| SARs (Annual grant) | Jan 31, 2024 | 11,005 | $304.90 | Time-based | 25% annually on first four anniversaries |
| SARs (Promotional grant) | Apr 29, 2024 | 2,274 | $311.42 | Time-based | 25% annually on first four anniversaries |
| One-time RSUs/SARs on joining | Jan 2022 | RSUs and SARs (one-time) | — | Time-based | Per grant terms |
PSU Vesting Outcome (2012 PSUs cohort)
| PSU Cohort | Target EPS Period | Result | McAlevey: Target Granted | McAlevey: Vested |
|---|---|---|---|---|
| 2022 PSUs | FY2022–FY2024 | 93.6% of Target EPS; 51.9% payout | 4,080 | 2,117 |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership (as of Feb 24, 2025) | 38,255 shares; less than 1% of outstanding; includes 32,631 shares issuable upon exercise of SARs |
| Outstanding SARs (Dec 31, 2024) | Exercisable: 6,930 @ $236.61; 13,170 @ $236.61; 3,157 @ $253.30; Unexercisable: 6,930 @ $236.61; 9,473 @ $253.30; 11,005 @ $304.90; 2,274 @ $311.42 |
| Unvested PSUs (Dec 31, 2024) | 4,186 ($1,256,428); 3,810 ($1,143,572); 788 ($236,518) |
| Stock ownership guidelines (NEOs) | 3× salary; retain 75% of vested RS/RSUs and exercised SARs until compliance. McAlevey (joined Jan 2022) has until fifth anniversary to attain minimum; other NEOs generally exceed |
| Pledging/Hedging | No pledging disclosed; awards subject to clawback policy under Amended 2020 Plan |
Employment Terms
| Term | Key Provision |
|---|---|
| Appointment & tenure | Appointed SVP & CLO in Jan 2022; promoted EVP – Chief Legal & Administrative Officer effective Apr 1, 2024 |
| Employment agreement | No individual employment agreement; covered under Executive Severance Policy |
| Severance (involuntary without cause or Good Reason) | 18 months base salary lump sum; pro rata PEP bonus; lump sum for 18 months COBRA medical coverage |
| Good Reason (definition) | Material cut to base pay; material diminution of authority/duties; relocation >35 miles; subject to notice/cure periods |
| Estimated payments (scenario analysis at 12/31/2024) | Involuntary w/o cause: Cash severance $1,485,000; PEP $1,847,906; Unvested equity $837,419; Retirement plans $125,995; Health & welfare $29,369; Accrued vacation $74,250; Total $4,399,939 |
| Death/Disability | Equity vesting value $1,721,561; disability income PV $1,292,572; Company-paid life insurance $991,000; PEP $1,847,906; Total disability case $4,760,712; death case $1,847,906 (PEP only) |
| Change in Control | Double-trigger acceleration; if assumed/substituted, performance deemed achieved at target and award converts to time-based; if not assumed, immediate vesting at target; options/SAR treatment per plan discretion |
| Clawback policy | Awards subject to Company clawback/recoupment policies adopted under Dodd‑Frank and other applicable law |
| Excise tax gross‑ups | None under Amended 2020 Plan |
| Non‑compete/forfeiture (supplemental) | If an NEO renders service to another healthcare organization within five years post‑retirement/termination, certain payments may be forfeited or subject to repayment; waiver at Committee discretion |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Adjusted EBITDA ($B) | $12.067 | $12.726 | $13.882 |
| Total Shareholder Return (value of $100 since 12/31/2019) | $165.99 | $188.93 | $211.12 |
| Net Income Attributable ($B) | $5.643 | $5.242 | $5.760 |
| Revenues | — | — | $70.603B; +8.7% YoY |
Compensation Structure Analysis
- Pay mix and metrics: McAlevey’s pay emphasizes performance—2024 PEP weighted 80% to EBITDA and 20% to quality/patient experience; PEP paid 195.13% of target reflecting over-performance on EBITDA and quality . LTIs are 50% time-based SARs and 50% PSUs tied to 3-year cumulative EPS, aligning with long-term value creation .
- Year-over-year changes: Target bonus increased from 85% (2023) to 100% (2024) with promotion; base salary increased from $942,450 (2023) to $990,000 (2024) and to $1,014,750 effective Feb 1, 2025 .
- Equity design/vesting: SARs vest 25% annually over 4 years; PSUs vest based on 3-year EPS; 2022 PSUs paid at 51.9% of target given 93.6% cumulative adjusted EPS vs target, evidencing formulaic pay-for-performance .
- Governance safeguards: Double-trigger CIC at target, minimum one‑year vesting (5% exception), clawbacks, and no excise tax gross‑ups mitigate windfall risks .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay passed: For 217,056,657; Against 13,495,544; Abstentions 98,729; robust shareholder support .
Director‑Level Items
Not applicable (McAlevey is an executive officer, not a director) .
Detailed 2024 Compensation Components (Selected)
| Component | Amount ($) |
|---|---|
| Stock awards (PSUs fair value, 2024 grants) | $1,407,068 |
| SAR awards (fair value, 2024 grants) | $1,376,217 |
| Non‑equity incentive (PEP) | $1,847,906 |
| All other compensation (selected items) | 401(k) match $20,700; Restoration Plan accrual $139,864; Dividend equivalents on vested 2022 PSUs $16,965; Dividend equivalents on sign‑on RSUs $9,002; Charitable match $25,700 |
Investment Implications
- Alignment: Strong pay-for-performance architecture—cash incentives linked to EBITDA and quality; LTIs tied to multi‑year EPS—aligns McAlevey’s outcomes with profitability, patient outcomes, and TSR .
- Retention risk: Formal severance policy with 18 months base and ongoing unvested equity provides retention and orderly transition protection; no single‑trigger CIC; double‑trigger acceleration at target reduces opportunistic turnover risk .
- Trading signals: Upcoming PSU performance test (FY2024–FY2026) and annual SAR vesting may create periodic insider transaction windows; no pledging disclosed; awards subject to clawback .
- Governance: No excise tax gross‑ups, minimum vesting standards, and clawbacks are positives; recent shareholder support for say‑on‑pay adds stability .
Citations: All data drawn from HCA’s 2025 DEF 14A and related SEC filings or company press releases as cited inline.