Nancy-Ann DeParle
HCA HealthcareAbout Nancy-Ann DeParle
Nancy-Ann DeParle is an independent director of HCA, serving since 2014; she is 68 years old as of March 14, 2025. She is co-founder of Consonance Capital Partners and has served as managing partner since January 2020 (partner 2013–2019), and previously held senior U.S. government roles including Director of the White House Office of Health Reform and later Deputy Chief of Staff for Policy (2009–2013), Administrator of CMS (then HCFA) and Associate Director for Health and Personnel at OMB (1993–2000), and was a senior advisor/managing director at JPMorgan Partners/CCMP Capital (2001–2009). She also serves as a director of CVS Health Corporation since September 2013, and HCA’s Board has affirmatively determined she is independent under NYSE standards and HCA’s guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| White House | Counselor to the President; Director, Office of Health Reform | Mar 2009–Jan 2013 | Led healthcare reform policy |
| White House | Assistant to the President; Deputy Chief of Staff for Policy | Mar 2009–Jan 2013 | Senior policy leadership |
| Centers for Medicare & Medicaid Services (HCFA) | Administrator | 1993–2000 | Federal healthcare program oversight |
| Office of Management and Budget | Associate Director for Health and Personnel | 1993–2000 | Federal health budget/policy |
| JPMorgan Partners / CCMP Capital | Senior Advisor & Managing Director | 2001–2009 | Private equity/investing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Consonance Capital Partners | Co-founder; Managing Partner | Managing Partner since Jan 2020; Partner 2013–2019 | Healthcare-focused private equity |
| CVS Health Corporation | Director | Since Sep 2013 | Public company directorship (healthcare ecosystem interlock) |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Patient Safety & Quality of Care .
- Independence: Board affirmed DeParle is independent under NYSE rules and HCA standards .
- Attendance: Board met six times in 2024; all director nominees attended ≥75% of Board and committee meetings for which they served; all directors attended the 2024 annual meeting .
- Committee activity (2024): Audit & Compliance met 10 times; Compensation met 7 times; Finance & Investments met 4 times; Nominating & Corporate Governance met 5 times; Patient Safety & Quality of Care met 4 times .
- Board leadership: Chairman is Thomas F. Frist III; Michael W. Michelson serves as independent presiding director; executive and independent director sessions held at least annually .
- Governance scope: Nominating & Corporate Governance oversees corporate governance, corporate responsibility, community interests, political activities and lobbying .
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 5 | Oversees governance, corporate responsibility, political activity |
| Patient Safety & Quality of Care | Member | 4 | Oversees patient safety and quality of care |
Fixed Compensation
| Component | Annual Amount (USD) | Notes |
|---|---|---|
| Board member cash retainer | $110,000 | Paid quarterly; can elect RSUs in lieu of cash |
| Committee membership retainer (each of Compensation, Finance & Investments, Nominating & Corporate Governance, or Patient Safety & Quality) | $10,000 | Per committee; paid quarterly |
| Audit & Compliance Committee membership retainer | $15,000 | Higher rate for Audit |
| Committee chair retainer (Nominating & Corporate Governance) | $25,000 | Applies to chairs of Compensation, Finance & Investments, Nominating & Corporate Governance, Patient Safety & Quality |
| Chairman of the Board retainer | $100,000 | Role-specific |
| Independent presiding director retainer | $40,000 | Role-specific |
Fiscal 2024 actual director compensation for DeParle:
| Name | Fees Earned or Paid in Cash | Stock Awards (Grant-date fair value) | Total |
|---|---|---|---|
| Nancy-Ann DeParle | $145,000 | $189,966 | $334,966 |
Notes:
- Directors may elect to receive the annual Board, Chairman, or independent presiding director retainers in RSUs instead of cash; 2024 elections detailed for other directors; RSUs in lieu of cash are valued at closing price on grant date .
- RSU grants to directors (including DeParle) made on April 29, 2024; fair value computed by shares × closing price .
Performance Compensation
| Component | Value/Structure | Vesting | Change-in-Control | Deferral Election |
|---|---|---|---|---|
| Annual Board equity award (RSUs) | $190,000 per year | 100% vests at the sooner of next annual meeting or first anniversary, subject to continued service | RSUs immediately vest upon a Change in Control as defined | Directors may elect to defer settlement until ceasing Board service |
| Sources | $190,000 value | Vesting terms | Change-in-Control vesting | Deferral rights |
Plan-level protections applicable to director awards:
- Awards subject to clawback/recoupment under Company policies and applicable laws (Dodd-Frank, SOX) .
- Dividend equivalents payable only if/when underlying grant vests; no dividend equivalents on options/SARs .
- Non-employee director total annual cap: cash fees plus grants’ grant-date value not to exceed $750,000 in any calendar year .
Other Directorships & Interlocks
| Company | Role | Tenure | Potential Interlock Consideration |
|---|---|---|---|
| CVS Health Corporation | Director | Since Sep 2013 | Healthcare ecosystem overlap; no HCA-related party transactions disclosed involving DeParle |
Policy limits: HCA directors may serve on no more than four other public company boards .
Expertise & Qualifications
- Selected for Board based on high-level U.S. government service and public company board experience; brings health care policy, government relations, investing, and general business expertise to HCA’s Board .
- Background includes CMS administration, OMB health leadership, White House policy leadership, and healthcare private equity investing—aligned with HCA’s regulatory, quality, and strategy oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | RSUs Included in Beneficial Ownership |
|---|---|---|---|
| Nancy-Ann DeParle | 20,756 | <1% | 610 RSUs |
Additional RSU status as of Dec 31, 2024:
| Director | Unvested RSUs |
|---|---|
| Nancy-Ann DeParle | 610 |
Ownership alignment:
- Director ownership guideline: 5× annual cash retainer to be met within five years; as of Dec 31, 2024, all directors with >5 years of service met guidelines (DeParle has served since 2014) .
- Restrictions: Directors are prohibited from hedging or pledging HCA securities, reinforcing alignment and reducing risk of misaligned incentives .
Governance Assessment
- Board effectiveness: As Chair of Nominating & Corporate Governance, DeParle oversees director nominations, governance policies, and political activities/lobbying—core governance levers; committee met five times in 2024, indicating active oversight .
- Quality oversight: Service on Patient Safety & Quality of Care Committee (four meetings in 2024) supports a direct focus on clinical quality and safety, material to HCA’s operations and reputation .
- Independence and engagement: Board affirmed DeParle’s independence; board met six times in 2024 with ≥75% attendance by all nominees; annual meeting attendance was universal—positive engagement signals .
- Pay and alignment: 2024 director pay for DeParle was modest relative to plan cap ($334,966 total), with a balanced cash/equity mix and fully time-based RSU vesting; ownership guideline of 5× retainer met for directors >5 years; hedging/pledging prohibited—alignment-enhancing .
- Related-party exposure: HCA’s “Certain Relationships” section discloses related person transactions; none involve DeParle, and Audit & Compliance conducts prior review/oversight of such transactions—low conflict signal .
- Shareholder sentiment: 2024 Say-on-Pay approval ~94% suggests broad investor support for compensation governance, a positive backdrop for director oversight of pay .
- RED FLAGS: None disclosed specific to DeParle; monitor potential ecosystem interlock with CVS Health and any transactions involving Consonance Capital portfolio—no related-party transactions disclosed involving her .