William Frist
HCA HealthcareAbout William R. Frist
William R. Frist (age 55) has served on HCA’s Board since 2009. He is a principal of Champion & Co. Inc. (since 2023) and previously a principal at Frist Capital, LLC (2003–2023). He is the brother of Board Chair Thomas F. Frist III and is classified by HCA as an “Investor Director,” reflecting the Frist Entities’ substantial ownership and nomination rights. He serves on the Patient Safety & Quality of Care Committee and brings investor experience and deep familiarity with HCA and the healthcare industry .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Champion & Co. Inc. | Principal | 2023–present | Investment leadership; healthcare familiarity highlighted by HCA |
| Frist Capital, LLC | Principal | 2003–2023 | Long-term investor; stakeholder/corporate governance exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Frist Foundation | Director | Not disclosed | Philanthropy; The Frist Foundation donated $1M to HCA Healthcare Hope Fund in Nov 2024 |
| Frist Art Museum | Chair & President, Board of Trustees | Not disclosed | Civic leadership; governance experience |
Board Governance
- Status and tenure: Director since 2009; age 55; designated an “Investor Director” (nominated under Stockholders’ Agreement) .
- Independence: HCA’s proxy lists independent directors and does not include William R. Frist; Audit, Compensation, and Nominating committees are fully independent per NYSE/SEC; Frist serves on Patient Safety & Quality of Care (not restricted to independents) .
- Committee assignment: Patient Safety & Quality of Care Committee; the committee met 4 times in 2024 .
- Attendance: Board held 6 meetings in 2024; all director nominees attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Chair is Thomas F. Frist III; Independent Presiding Director is Michael W. Michelson; non-management and independent directors hold regular executive sessions .
- Stockholders’ Agreement: Frist Entities have the right to nominate two directors while owning ≥3% of HCA; as of Feb 24, 2025 Frist Entities owned ~28% .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $119,931 | Includes elections to receive RSUs in lieu of cash retainers; William R. Frist elected 353 RSUs in lieu of cash for his Board annual retainer . |
| Director Compensation Program – Board Retainer | $110,000 per year | Non-management director cash retainer; payable quarterly; can elect RSUs in lieu of cash . |
| Committee Membership – Patient Safety & Quality of Care | $10,000 per year | Annual retainer for committee membership . |
| Committee Chair Fees (if applicable) | $25,000 per year | For chair roles (not applicable to Frist in FY2024) . |
| Chairman of the Board Retainer | $100,000 per year | Paid to Chair (Thomas F. Frist III), not to William R. Frist . |
| Independent Presiding Director Retainer | $40,000 per year | Paid to Michelson, not to William R. Frist . |
| Fiscal 2024 Director Compensation (William R. Frist) | Cash | Stock Awards (RSUs) | Total |
|---|---|---|---|
| Amount | $119,931 | $189,966 (grant-date fair value) | $309,897 |
Performance Compensation
| Equity Award | Grant Date | Fair Value | Vesting | Deferral/Settlement | Change-in-Control |
|---|---|---|---|---|---|
| Annual Board RSUs | Apr 29, 2024 | $189,966 | 100% on the sooner of next annual meeting or first anniversary, subject to continued service | Directors may elect to defer receipt until they cease to be directors | RSUs immediately vest upon Change in Control |
| RSUs in lieu of cash retainer | Service period Apr 25, 2024–Apr 24, 2025 | Value equals cash retainer; 353 RSUs elected by William R. Frist | As above | As above | As above |
Director pay uses time-based RSUs; no disclosed performance metrics, options, or PSU frameworks for non-management directors in 2024 .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict | Detail |
|---|---|---|---|
| Frist Entities / Hercules Holding II | Investor group holds ~28% of HCA | Control/nomination rights | Stockholders’ Agreement grants two Board nominees to Frist Entities while ownership ≥3%; Hercules Holding II held 68,912,077 shares . |
| Family relationship | Brother of Board Chair (Thomas F. Frist III) | Governance concentration | Chair is also an Investor Director; family collectively owns ~28% . |
| The Frist Foundation | Philanthropic donor to HCA Hope Fund | Related party exposure (non-commercial) | $1M donation to HCA Healthcare Hope Fund to support colleagues post hurricanes (Nov 14, 2024) . |
Expertise & Qualifications
- Investor and business experience; long-term holder; governance/stakeholder familiarity; supports patient-focused culture .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares | Notes |
|---|---|---|---|
| William R. Frist (individual line in Security Ownership table) | 417,563 | * (less than 1%) | Includes 11,849 RSUs issuable within 60 days . |
| Unvested RSUs (as of Dec 31, 2024) | 963 | N/A | Unvested RSUs balance year-end 2024 . |
| Deferred RSUs (elected to defer until Board exit) | 10,886 | N/A | Deferred settlement election . |
| Frist Entities (aggregate via Hercules Holding II) | 68,912,077 | 28.0% | Private investor group includes affiliates of Dr. Thomas F. Frist, Jr., Thomas F. Frist III, William R. Frist, and Patricia F. Elcan . |
Insider trades and holdings structure (Form 4 – Apr 30, 2025)
| Date | Transaction | Amount/Description | Notes |
|---|---|---|---|
| Apr 29–30, 2025 | RSU grants | 645 RSUs (annual equity) + 381 RSUs (in lieu of cash retainer) | Vests by next annual meeting or first anniversary; shares delivered upon Board exit . |
| Apr 30, 2025 | Transfers | Units of WRF 2015, LLC transferred to a trust for children; corresponds to indirect ownership of 10,420.3663 Hercules units and 84.1954 HCA shares at $340.60 per unit/share; no change to total indirect ownership via WRF 2015, LLC . | |
| Various (as reported) | Indirect interests | Multiple stakes via WRF 2015, LLC, family trusts, spouse/children, and as director of Frisco, Inc. holding 36,629,163.8593 Hercules units | Reporting person disclaims beneficial ownership except to extent of pecuniary interest . |
Governance Assessment
- Alignment: Frist is a long-tenured investor director with substantial family exposure to HCA equity; individual beneficial ownership is <1%, but collective Frist Entities ownership is ~28%, providing significant alignment and influence .
- Independence: Not listed among independent directors; classification as “Investor Director” and family ties to the Chair limit independence; key oversight committees remain fully independent per NYSE/SEC requirements, mitigating risks .
- Engagement: Attended ≥75% of meetings; PS&Q Committee met 4 times in 2024; presence on quality/patient safety aligns with strategic priorities .
- Compensation structure: Mix of modest cash retainer plus time-based RSUs; ability to defer RSUs until Board exit supports long-term alignment; immediate vesting upon change in control is standard but can be seen as windfall risk .
- Related-party/structural risks:
- Stockholders’ Agreement grants ongoing nomination rights to Frist Entities while ownership ≥3% (currently ~28%); raises entrenchment and minority shareholder influence concerns .
- Family control and Chair/Investor Director dynamic increase potential for conflicts; Audit & Compliance Committee reviews related party transactions per charter .
- Philanthropic donation by The Frist Foundation to HCA Hope Fund is non-commercial, but underscores pervasive family ties to HCA’s ecosystem .
- Ownership guidelines: Directors with >5 years of service met 5x annual cash retainer share ownership guideline as of Dec 31, 2024, indicating compliance for Frist given his tenure .
RED FLAGS
- Investor Director status and family’s 28% stake with Board nomination rights (entrenchment risk) .
- Not independent; brother is Chair (concentration of influence) .
- Change-in-control immediate vesting for director RSUs (potential windfall optics) .
Positive Signals
- Consistent meeting attendance and service on patient safety committee (quality oversight) .
- Deferred RSU elections and equity mix reinforce longer-term ownership alignment .
- Independent Presiding Director and independent committee structures provide oversight counterbalance .