Michael Michelson
HCA HealthcareAbout Michael W. Michelson
Michael W. Michelson (age 73) is HCA Healthcare’s independent presiding director and has served on the Board since 2018 (previously a director from 2006–2016). His background includes senior and partner-level leadership roles at KKR, with a longstanding focus on healthcare investments, and public company board experience at Zimmer Biomet (2015–2024) and Biomet, Inc. (2007–2015). He is designated by the Board as an audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KKR Management LLC | Member (private equity GP entity of KKR & Co. L.P.) | 2009–2018 | Oversight of complex operations, capital structures |
| KKR & Co. L.P. | Senior Advisory Partner | Jan 2018–Dec 2019 | Healthcare investment focus; senior advisory |
| KKR GP LLC (predecessor structure) | Member of GP LLC | 1996–2009 | Leadership in private equity GP; healthcare investments |
| HCA Healthcare, Inc. | Director | 2006–2016 | Board oversight and continuity |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Zimmer Biomet Holdings, Inc. | Director | 2015–2024 | Medical device company; supplier exposure in healthcare ecosystem (potential interlock consideration) |
| Biomet, Inc. | Director | 2007–2015 | Medical device company |
Board Governance
- Independence: The Board affirmatively determined Michelson is independent under NYSE standards and HCA’s additional standards; the Audit & Compliance Committee members (including Michelson) meet Rule 10A-3 independence.
- Role: Independent presiding director; Board leadership combines Chairman Thomas F. Frist III with strong independent director leadership via the presiding director to enhance oversight and stockholder engagement.
- Committee assignments:
- Audit & Compliance: Member; designated “audit committee financial expert.”
- Compensation: Member.
- Finance & Investments: Chair.
- Board/Committee activity: Board met 6 times in 2024; Audit & Compliance met 10 times; Compensation met 7 times; Finance & Investments met 4 times.
- Attendance/Engagement: All director nominees attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual stockholders’ meeting.
- Executive sessions: Non-management directors meet in executive session regularly (at least annually) and independent directors meet in separate executive session at least annually.
Fixed Compensation
| Component | Policy Detail | 2024 Amount (Michelson) |
|---|---|---|
| Board annual cash retainer | $110,000; may elect RSUs in lieu of cash | $199,793 (fees earned or paid in cash) |
| Committee membership | Audit: $15,000; Other committees: $10,000 each | Included in above |
| Committee chair | Audit Chair: $30,000; Other committee chairs: $25,000 | Finance & Investments Chair $25,000 (included) |
| Independent presiding director retainer | $40,000; may elect RSUs in lieu of cash | Included in above |
| Total 2024 cash fees | Sum of applicable retainers | $199,793 |
Notes:
- Michelson elected to receive 353 restricted share units (RSUs) in lieu of the Board annual cash retainer and 128 RSUs in lieu of the independent presiding director retainer (service period Apr 25, 2024–Apr 24, 2025).
Performance Compensation
| Equity Element | Grant Structure | 2024 Detail (Michelson) | Vesting/Triggers |
|---|---|---|---|
| Annual Board RSU grant | $190,000 value; RSUs vest 100% at next annual meeting or 1-year anniversary; directors may defer until Board exit; Change in Control triggers immediate vesting | Grant date Apr 29, 2024; grant date fair value $189,966 | Time-based vesting; immediate vest upon Change in Control |
| RSUs in lieu of cash | See Fixed Compensation notes | 353 RSUs (Board retainer) and 128 RSUs (presiding retainer) | As per director RSU terms |
| Unvested RSUs at 12/31/2024 | Aggregate unvested director RSUs disclosed | 1,091 unvested RSUs | Time-based vesting |
| Deferred RSUs | Vested RSUs deferred until Board exit | 9,387 deferred RSUs | Distributed upon Board exit |
| Clawback | Plan provides for mandatory repayment under clawback policy or applicable law | Applies to equity grants under the plan, including director grants |
Other Directorships & Interlocks
| Company | Role | Overlap with HCA Board | Potential Conflict Consideration |
|---|---|---|---|
| Zimmer Biomet Holdings, Inc. | Director | 2018–2024 (Michelson on HCA Board since 2018) | Medical device supplier exposure; no related-party transactions disclosed with Michelson |
| Biomet, Inc. | Director | Prior to HCA 2018 Board service | Historical role; not current |
- Historical sponsor linkage: HCA’s 2006 LBO involved KKR as a Sponsor; Michelson held senior roles at KKR (independence currently affirmed by the Board).
Expertise & Qualifications
- Audit committee financial expert designation; deep financial and investment expertise, with healthcare focus and leadership across complex capital structures.
- Selected as independent presiding director based on experience overseeing complex operations and proven leadership abilities.
Equity Ownership
| Ownership Element | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 10,478 (less than 1%) | Includes 10,478 RSUs issuable within 60 days |
| Unvested RSUs (12/31/2024) | 1,091 | Time-based vesting |
| Deferred RSUs | 9,387 | Deferred until Board exit |
| Ownership guidelines | 5× annual cash retainer within 5 years; all directors >5 years met guidelines | Michelson >5 years of service at 12/31/2024, implying compliance per proxy statement |
- Pledging/Hedging: No pledging or hedging disclosures tied to Michelson in the proxy’s ownership section.
Related Party Transactions
- The Audit & Compliance Committee reviews related-party transactions under Item 404; the proxy discloses several relationships, none involving Michelson.
Compensation Committee Analysis
- Committee composition includes Michelson as a member; uses independent consultant Semler Brossy (independence assessed; no conflicts noted) to review executive and director pay, peer selection, and trends.
- Committee responsibilities include executive pay strategy, plan design, director compensation, human capital oversight, and succession planning.
Say-on-Pay & Shareholder Feedback
| Item | 2024 Annual Meeting Votes |
|---|---|
| Say-on-Pay (advisory) | For: 217,056,657; Against: 13,495,544; Abstentions: 98,729; Broker Non-Votes: 15,826,248 |
| Auditor ratification | For: 227,413,415; Against: 18,990,342; Abstentions: 73,421 |
- The Board maintains ongoing stockholder outreach programs and facilitates communications with directors through established channels.
Governance Assessment
- Strengths: Independence affirmed; presiding director role enhances oversight; audit financial expert designation; multi-committee engagement including chairing Finance & Investments; strong attendance; equity deferrals and RSUs in lieu of cash indicate alignment with shareholders; clawback provisions apply to director grants under the plan.
- Potential red flags/considerations: Historical KKR sponsor linkage to HCA (Michelson ex-KKR), and contemporaneous board service at Zimmer Biomet (medical device supplier) through 2024—both merit monitoring for perceived conflicts, though no related-party transactions are disclosed and independence is affirmed.
- Overall: Current governance signals (independence, presiding director leadership, expertise, attendance, and alignment via equity) support board effectiveness and investor confidence; continued transparency on interlocks and committee oversight helps mitigate conflict concerns.