Wayne Riley
HCA HealthcareAbout Wayne J. Riley, M.D.
Independent director since 2012 (age 65 as of March 14, 2025). President of SUNY Downstate Health Sciences University since April 2017; tenured professor of internal medicine and health policy/management. Prior roles include President & CEO of Meharry Medical College (2007–2013), Vice President/Vice Dean at Baylor College of Medicine (2003–2006), and adjunct/clinical professor at Vanderbilt (2013–2017). The Board has affirmatively determined Dr. Riley is independent and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baylor College of Medicine | Vice-President and Vice Dean for Health Affairs and Governmental Relations | 2003–2006 | Executive leadership in academic medicine |
| Meharry Medical College | President and CEO | 2007–2013 | Institutional leadership and strategy |
| Vanderbilt University (Owen GSM; School of Medicine) | Adjunct Professor of Healthcare Management; Clinical Professor of Medicine | 2013–2017 | Teaching and clinical faculty roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SUNY Downstate Health Sciences University | President; Tenured Professor | Apr 2017–Present | Academic medical center leadership |
| Compass Pathways plc (public) | Director | Since 2021 | Board service at mental health therapeutics company |
| HeartFlow, Inc. | Director | Since 2021 | Board service at cardiovascular diagnostics firm |
| Vertex Pharmaceuticals (public) | Director | 2010–2015 | Public company board experience |
| Pinnacle Financial Partners (public) | Director | 2007–2013 | Banking board experience |
| Federal Reserve Bank of Atlanta, Nashville Branch | Director | Jan–Jun 2013 | Regional Fed governance |
| American College of Physicians | President Emeritus | N/A | Professional medicine leadership |
| National Academy of Medicine | Elected Member | N/A | National scientific body membership |
| Medicare Payment Advisory Commission (MedPAC) | Commissioner | N/A | Federal Medicare payment policy oversight |
| The New York Academy of Medicine | Chair, Board of Trustees | N/A | Nonprofit health policy leadership |
Board Governance
- Committee assignments: Audit & Compliance (member), Nominating & Corporate Governance (member), Patient Safety & Quality of Care (Chair). The Board designates Dr. Riley (with peers) as an “audit committee financial expert.”
- Independence: Board affirmed Dr. Riley’s independence under NYSE standards and company guidelines; audit committee members meet Rule 10A‑3 independence.
- Attendance: Board met six times in 2024; all director nominees attended ≥75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting. Audit met 10x; Nominating 5x; Patient Safety 4x.
- Board leadership/engagement: Independent presiding director is Michael W. Michelson; non‑management and independent directors hold executive sessions at least annually. Policy caps outside public boards at ≤4.
Fixed Compensation
| Component | Annual Amount (USD) | Role basis | Source |
|---|---|---|---|
| Board member retainer | $110,000 | Non‑management director | |
| Audit & Compliance Committee member | $15,000 | Member | |
| Nominating & Corporate Governance Committee member | $10,000 | Member | |
| Patient Safety & Quality of Care Committee chair | $25,000 | Chair | |
| Cash fees received (2024) | $160,000 | Aggregate paid to Dr. Riley |
Directors may elect to receive certain retainers in RSUs in lieu of cash; retainer levels shown are annual rates.
Performance Compensation
| Item | Value/Terms | Details |
|---|---|---|
| Annual Board Equity Grant (RSUs) | ~$190,000 grant value; 2024 grant $189,966 | Granted at/near annual meeting; 100% vests at next annual meeting or one‑year anniversary, subject to continued service. Dr. Riley received this grant on April 29, 2024. |
| Deferral elections | Allowed | Directors may defer receipt of vested RSU shares until leaving the Board. |
| Change‑in‑Control (directors’ RSUs) | Immediate vesting | RSUs vest immediately upon a Change in Control per director program. |
| Clawback | Applicable | Equity awards subject to company clawback/recoupment policies and applicable laws. |
| Options/PSUs | Not applicable | Director program uses time‑based RSUs; no stock options or performance‑metric PSUs disclosed for directors. |
Other Directorships & Interlocks
| Company | Sector | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Compass Pathways plc | Biopharma (mental health) | Director (current) | No related‑party transaction with HCA disclosed in proxy. |
| HeartFlow, Inc. | Medtech (cardiac imaging) | Director (current) | No related‑party transaction with HCA disclosed in proxy. |
| Vertex Pharmaceuticals | Biopharma | Director (2010–2015) | Prior public board service. |
| Pinnacle Financial Partners | Banking | Director (2007–2013) | Prior public board service. |
The proxy discloses the Frist Entities’ ~28% ownership and nomination rights via a Stockholders’ Agreement; this is a board‑level governance dynamic, not specific to Dr. Riley.
Expertise & Qualifications
- Practicing physician and academic medical leader; President of SUNY Downstate; extensive patient care and institutional leadership experience.
- Audit Committee Financial Expert designation; service on Audit & Compliance Committee.
- National policy and governance roles (MedPAC Commissioner; NAM member; ACP President Emeritus; Chair of NYAM).
- Public company board experience across healthcare and financial sectors.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 13,875 | Less than 1% of outstanding shares. |
| Ownership % | * | “*” indicates <1%. |
| Unvested RSUs (12/31/24) | 610 | Outstanding director RSUs not yet vested. |
| Deferred RSUs (vested, delivery deferred) | 2,446 | Dr. Riley elected deferral until leaving the Board. |
| RSUs counted as “issuable upon vesting” (within SEC definition window) | 3,056 | Included in beneficial ownership per SEC rules; reflects units issuable within the defined period. |
| Ownership guidelines | 5× annual cash retainer within 5 years | All directors with >5 years service met guidelines as of 12/31/24 (Dr. Riley >5 years). |
Governance Assessment
- Board effectiveness: Dr. Riley chairs Patient Safety & Quality of Care, a critical oversight domain for HCA’s core operations; his medical/academic leadership is directly relevant and he is engaged across Audit and Nominating, with “financial expert” designation—supportive of investor confidence in clinical quality and risk oversight.
- Independence and attendance: Independence affirmed; attendance meets policy thresholds; participation across multiple committees and executive sessions enhances independent oversight.
- Compensation and alignment: Balanced cash/equity mix (~$160k cash; ~$190k RSUs in 2024) with share ownership guideline compliance and the option to defer RSUs—signals long‑term alignment without option‑based risk or tax gross‑ups; director equity subject to clawbacks.
- Conflicts/related parties: Proxy reports related‑party transaction review and disclosures; no related‑party transactions involving Dr. Riley disclosed. External board roles present sector adjacency but no HCA transactions are cited.
- Red flags to monitor: Concentrated founder‑family ownership (~28%) and nomination rights (two seats) may influence board dynamics (not specific to Dr. Riley); continued scrutiny of Patient Safety oversight and Audit’s cybersecurity/AI risk coverage remains prudent for governance quality.
Executive session practices and independent presiding director structure support independent oversight; non‑management directors meet at least annually, with additional independent‑only sessions.