Robert Dennis
HCA HealthcareAbout Robert J. Dennis
Robert J. Dennis, age 71, has served on HCA Healthcare’s Board since 2014 and is currently an independent director. He chairs the Compensation Committee and serves on the Finance & Investments and Nominating & Corporate Governance Committees. Dennis is the former CEO and Chairman of Genesco Inc. and previously served as CEO of Hat World Corporation, bringing multi‑decade operating and consumer leadership experience to HCA’s board . The Board has affirmatively determined Dennis is independent under NYSE standards and the company’s additional independence criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genesco Inc. | Executive Chairman | Feb 2020 – Jun 2020 | Oversight of transition and strategic continuity |
| Genesco Inc. | Chairman | Apr 2010 – Feb 2020 | Board leadership at consumer retailer |
| Genesco Inc. | President & CEO | 2008 – Feb 2020 | Led large consumer public company; patient-experience focus cited by HCA |
| Genesco Inc. | President & COO | 2006 – 2008 | Operations leadership |
| Genesco Inc. | EVP & COO | 2005 – 2006 | Operations leadership |
| Genesco Inc. | SVP | 2004 – 2005 | Senior executive experience |
| Hat World Corporation | Chief Executive Officer | 2001 – 2004 | CEO experience at specialty retail |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CoreCivic, Inc. | Director | Feb 2013 – Present | Current public company board; potential reputational sensitivity (private corrections) |
| Teavana Holdings, Inc. | Director | 2011 – 2012 | Prior public company board |
Board Governance
- Committee assignments: Compensation (Chair), Finance & Investments (member), Nominating & Corporate Governance (member) .
- Chair transition: Andrea B. Smith will succeed Dennis as Compensation Committee Chair effective at the annual meeting, indicating planned rotation of leadership .
- Independence: Board determined Dennis is independent under NYSE standards and company guidelines .
- Attendance: In 2024, the Board met six times; all director nominees attended at least 75% of Board and applicable committee meetings for their service period .
- Committee activity: Compensation Committee met 7 times; Finance & Investments met 4 times; Nominating & Corporate Governance met 5 times; Audit & Compliance met 10 times, reflecting robust committee engagement .
Fixed Compensation
| Component | HCA Director Program Terms | 2024 for Robert J. Dennis |
|---|---|---|
| Board annual cash retainer | $110,000 per year | Included in cash fees; Dennis elected 353 RSUs in lieu of cash for Board retainer (service period Apr 25, 2024 – Apr 24, 2025) |
| Committee membership retainer | $10,000 per committee for Compensation, Finance & Investments, Nominating & Corporate Governance; $15,000 for Audit & Compliance | Compensation (Chair), Finance & Investments (member), Nominating & Corporate Governance (member) |
| Committee chair retainer | $25,000 for Compensation, Finance & Investments, Nominating & Corporate Governance; $30,000 for Audit & Compliance | Compensation Committee Chair ($25,000) |
| Independent presiding director retainer | $40,000 (if applicable) | Not applicable to Dennis |
| Chairman of the Board retainer | $100,000 (if applicable) | Not applicable to Dennis |
Fiscal 2024 Director Compensation (Actual):
| Name | Fees Earned or Paid in Cash | Stock Awards (Grant‑date FV) | Total |
|---|---|---|---|
| Robert J. Dennis | $154,931 | $189,966 (RSUs) | $344,897 |
Notes:
- Directors may elect to receive annual board and certain leadership retainers in RSUs; Dennis elected 353 RSUs in lieu of cash for the Board annual retainer in 2024; value based on closing stock price at grant date and fully reflected in “Fees Earned or Paid in Cash” .
- RSU grants for directors were made on April 29, 2024 .
Performance Compensation
| Equity Award Type | Value/Units | Grant Date | Vesting | Change‑in‑Control Terms |
|---|---|---|---|---|
| Annual Board RSU (non‑management directors) | $190,000 per year | Apr 29, 2024 | 100% vests at next annual meeting or 1‑year anniversary, subject to service | RSUs immediately vest upon Change in Control |
| RSUs in lieu of cash retainer (Dennis) | 353 RSUs for Board retainer | 2024 grant | Service period Apr 25, 2024 – Apr 24, 2025; number based on closing market price at grant | Subject to grant terms; board retainer RSUs follow director RSU vesting framework |
Performance metrics (executive PSU program overseen by Compensation Committee chaired by Dennis):
| Metric | 2022 PSU Target | Actual (2022–2024) | Payout Result |
|---|---|---|---|
| Cumulative Adjusted EPS | $62.37 | $58.37 (93.6% of target, adjusted) | 51.9% of Target PSUs vested (varies by NEO) |
Policies under Compensation Committee oversight:
- Clawbacks/recoupment compliant with NYSE rules (mandatory recoupment for applicable restatements; discretionary clawbacks for inaccuracies or bad‑faith actions) .
- Restrictions on hedging and pledging by executive officers, directors, and insiders .
- Double‑trigger change‑in‑control for SARs and PSUs; director RSUs vest on change in control per grant terms .
- Use of independent compensation consultant (Semler Brossy); independence assessed and no conflicts identified .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| CoreCivic, Inc. | Director (since Feb 2013) | Potential reputational sensitivity given private corrections focus; no HCA‑CoreCivic related‑party transactions disclosed in proxy |
| Teavana Holdings, Inc. | Director (2011–2012) | Prior board; no current interlock relevance |
- Compensation Committee interlocks: None—committee members (including Dennis) have not been HCA officers/employees; no cross‑committee/officer interlocks disclosed .
- Directors limited to no more than four other public company boards; policy supports bandwidth and focus (Dennis appears compliant based on disclosed roles) .
Expertise & Qualifications
- Former CEO/Chairman of a consumer‑oriented public company; deep operations, human capital, and customer experience orientation cited as beneficial to HCA’s board .
- Current public company board experience (CoreCivic), enhancing governance breadth .
- Assessed by Board as independent and aligned with shareholder interests per Corporate Governance Guidelines .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | Ownership % | Composition Details |
|---|---|---|---|
| Robert J. Dennis | 25,575 | <1% | Includes 21,493 RSUs issuable upon vesting |
Director stock ownership guidelines:
- Non‑management directors must hold equity valued at 5x the annual cash retainer within 5 years; as of Dec 31, 2024, all directors with >5 years of service met the guideline (Dennis has served since 2014) .
Governance Assessment
- Committee leadership and engagement: Dennis chaired the Compensation Committee and served on two additional committees (Finance & Investments; Nominating & Corporate Governance), with active meeting cadence (Comp: 7; F&I: 4; N&CG: 5), indicating strong governance involvement .
- Independence and attendance: Board affirmed independence; all nominees met at least 75% attendance across Board/committees during 2024—adequate engagement; Board met six times .
- Pay‑for‑performance oversight: Under Compensation Committee oversight, executive PSUs tie to three‑year cumulative EPS; 2022 PSU cycle paid 51.9% on 93.6% target achievement—evidence of payout sensitivity and discipline .
- Alignment: Dennis elected to receive RSUs in lieu of cash for the Board retainer, and directors receive annual RSUs with service‑based vesting; director ownership guidelines enforced (met by long‑tenured directors) .
- Risk controls: Hedging/pledging prohibitions, clawback policy, and double‑trigger CIC terms mitigate misalignment and short‑term risk taking .
- Consultant independence: Semler Brossy retained; independence reviewed with no conflicts—supports objective compensation governance .
- Potential RED FLAGS: External board at CoreCivic presents potential reputational sensitivity (private corrections sector), though no related‑party transactions or independence impairments are disclosed; chair transition at the annual meeting (Smith succeeding Dennis) is a planned rotation, not a stability concern .
- Section 16 compliance: No delinquent filings noted for Dennis; company disclosed one late Form 4 for an executive, unrelated to Dennis .