Sam Hazen

About Sam Hazen

HCA Healthcare’s CEO since January 2019 and director since 2018, Sam Hazen (age 64) has spent 40+ years at HCA in finance and operating roles, including CFO – Western Group (1995–2001), President – Western Group (2001–2011), President – Operations (2011–2015), COO (2015–2016), and President & COO (2016–2018) . Under his tenure, 2024 revenues were $70.603B (+8.7% y/y), adjusted EBITDA was $13.882B, and net income was $5.760B; a $100 investment in HCA at the start of the Pay vs. Performance window grew to $211.12 by FY2024, outpacing the peer TSR benchmark ($146.87) . HCA’s Board remains chaired by Thomas F. Frist III (separate from the CEO role) with an independent presiding director (Michael W. Michelson), and the Board regularly holds executive sessions of non-management and independent directors .

Past Roles

External Roles

• No additional public company directorships are disclosed in Hazen’s biography beyond HCA; primary external background noted is operating/finance roles at Humana and Galen prior to 1995 .

Fixed Compensation

Multi-year CEO compensation (Summary Compensation Table):

Notes:

• 2024 base salary increased ~2% to $1,542,467 effective Feb 1, 2024 per CD&A salary table (SCR rounded in SCT due to payroll) .
• “All Other Compensation” reflects standard benefits/perquisites; detailed components not enumerated in the cited excerpts .

Performance Compensation

Annual incentive (PEP) structure and 2024 outcomes

• Structure: 80% EBITDA; 20% Quality & Care metrics (infection control, mortality/complication indices, and patient experience) .
• CEO Target: 170% of base salary; 2024 payout = 195.13% of target (aggregate 331.72% of base salary) .
• 2024 EBITDA target and outcome: target $13.456B; actual (as adjusted) $14.492B; EBITDA portion paid at 200% of target .
• 2024 Quality & Care portion: aggregate payout 175.65% with measure-level detail shown in the proxy (e.g., C. diff, SEP-1, CHOIS indices, HCAHPS/ER experience) .

Note: Measure-level targets were generally set at the 55th percentile (or 55% of hospitals improving/performance at 75th percentile for Care Experience); detailed per-measure results and percentiles are in the 2025 proxy .

• Actual 2024 PEP cash paid to CEO: $5,116,688 .

Long-term incentives (LTI)

• Instrument mix: Stock Appreciation Rights (SARs; time-based vesting) and Performance Share Units (PSUs; 3-year cumulative EPS) .
• 2024 grants for CEO (Jan 31, 2024):
  • SARs: 79,784 SARs at $304.90 base price; grant-date fair value $8,158,720; vest 25% per year over 4 years .
  • PSUs: Target 27,622 (threshold 6,905; max 55,244); grant-date fair value $8,421,948; performance period 2024–2026 (EPS-based) .
• Prior PSU results: 2021–2023 EPS PSU awards paid at 200% (reflecting >100% target EPS achievement) .

Equity Ownership & Alignment

• Beneficial ownership: 2,162,014 shares for Hazen, including 828,378 shares issuable upon exercise of SARs; less than 1% of shares outstanding .
• Hedging/pledging: Company policy restricts executives and directors from hedging or pledging HCA stock; all LTI equity uses double-trigger change-in-control protection .
• Executive stock ownership guidelines: CEO must hold equity ≥5× base salary (timeframe: within five years of appointment) .

Insider activity (vesting/exercises around potential selling windows):

• 2024: No SAR exercises by Hazen; PSUs vested: 78,440 ($24.203M value realized) .
• 2023: SARs exercised: 59,000 ($11.158M value); PSUs vested: 94,880 ($24.938M value) .

Employment Terms

• Employment agreement severance (no enhanced CIC multiple):

  • If terminated without “cause” or for “good reason”: Accrued rights; 2× (base salary + prior year PEP); pro-rata annual bonus based on actual results; continued group health coverage during severance period (subject to covenants and release) .
  • Definitions of “Cause” and “Good Reason” are specified (e.g., material duty failure, misconduct causing material injury, felony conviction for “Cause”; compensation reduction, substantial diminution in duties, significant relocation for “Good Reason”) .
  • Same severance applies regardless of change in control .

• Equity change-in-control (CIC) treatment (plan-based):

  • Double-trigger: if awards are assumed/substituted, performance awards convert to time-based at target; upon qualifying termination post-CIC, remaining time-based awards vest .
  • If not assumed/substituted, vesting accelerates at target as of CIC (company may cash out) .

• Clawbacks and restrictive policies:

  • Mandatory Dodd-Frank/NYSE clawback for incentive compensation; additional discretionary clawbacks on PEP for certain misconduct or inaccuracies .
  • No excise tax gross-ups on CIC; relocation-only tax assistance on perquisites .

Retirement and pension:

• SERP present value and potential payouts are substantial; termination table shows SERP lump sum valued at $36.179M (2024 rate 4.83%) for Hazen; similar magnitude in prior year tables .
• Pension valuation disclosure for 2023 showed SERP present value $37.189M (years credited up to 25; Hazen eligible for normal retirement) .

Board Service and Governance

• Board tenure and independence: Hazen has been a director since 2018 and is a management (non-independent) director; he is not assigned to Board committees (Audit, Compensation, Nominating, Finance & Investments, Patient Safety & Quality) .
• Board leadership: Chair is Thomas F. Frist III; independent presiding director is Michael W. Michelson; Board separates Chair and CEO roles .
• Meetings/attendance: In 2024, the Board held six meetings; all director nominees attended ≥75% of Board and applicable committee meetings .
• Director compensation: As an employee-director, Hazen received no additional Board compensation in 2024 (and 2023) .

Say-on-Pay, Peer Process, and Shareholder Feedback

• External consultant: Semler Brossy advises the Compensation Committee; independence affirmed; provides market data and director pay assessment .
• Say-on-Pay support: 2023 say-on-pay received ~95% approval; company cited this support in maintaining program design .
• 2025 proxy recommends “FOR” say-on-pay and highlights plan design including double-trigger CIC and minimum vesting periods .

Compensation Structure Analysis

• Cash vs. equity mix: CEO pay is heavily at-risk; 93% of 2024 CEO total direct compensation was performance-based (salary, PEP, equity), emphasizing long-term alignment .
• Shift to RSU vs. options: HCA uses stock-settled SARs and PSUs (EPS-based); PSUs have been a core element since 2015, reflecting performance emphasis .
• Performance rigor and discretion: 2024 PEP EBITDA adjusted for extraordinary events (e.g., hurricane impacts) consistent with policy; quality metrics have percentile targets; 2024 payout at 195.13% (robust performance across EBITDA and quality measures) .
• Clawbacks and policies reduce risk: Mandatory and discretionary clawbacks; hedging/pledging prohibited; minimum vesting standards; double-trigger CIC .

Director (Dual-Role) Implications

• Governance structure mitigates dual-role risks: Chair and CEO roles are separated; an independent presiding director leads executive sessions and facilitates independent oversight .
• Hazen does not receive separate director compensation and has no committee assignments, minimizing compensation-related conflicts at the Board level .

Investment Implications

• Alignment signals: High proportion of at-risk and performance-based pay, rigorous quality metrics, and outperformance on TSR vs. peers indicate strong pay-for-performance alignment; 2024 PEP paid 195.13% on broad-based outperformance, while long-term PSUs remain tied to 3-year EPS .
• Selling/vesting cadence: 2024 showed PSU vesting but no SAR exercises by Hazen, while 2023 included both PSU vesting and SAR exercises—monitor Form 4 filings around vest dates/exercises for potential supply from tax-driven sales, noting hedging/pledging is prohibited .
• Retention dynamics: Material SERP value and 2× severance multiple provide retention but also reduce pressure for incremental guarantees; absence of CIC gross-ups and use of double-trigger CIC treatment are shareholder-friendly .
• Governance quality: Separation of Chair/CEO, independent presiding director, strong committee independence and executive sessions support oversight of a management director/CEO .
• Shareholder support: 95% 2023 say-on-pay and continued “FOR” recommendations suggest investor acceptance of structure; watch future PVP (Pay vs. Performance) and TSR trends given 2024 “Compensation Actually Paid” was $40.1M vs. SCT total $23.8M (equity mark-to-market sensitivity) .

Appendices

CEO Summary Compensation Table (detail)

Pay vs. Performance (highlights)

Board and Committee Snapshot

• Board committees and independence are fully described; Hazen marked as management director with no committee assignments in the committee composition chart .
• Board met 6 times in 2024; all nominees ≥75% attendance; all attended 2024 annual meeting .

Director compensation note: “Mr. Hazen was not separately compensated for Board service during 2024” and same disclosure for 2023 .

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Citations:
All data points above are sourced directly from HCA Healthcare’s 2025, 2024, 2023 proxy statements (DEF 14A) and related tables/sections as cited in-line: ; ; ; .