DEF 14A of HCA Healthcare, Inc., Mar 15, 2024

DEF 14A of HCA Healthcare, Inc.

Filed Mar 15, 2024 · FY20230001193125-24-069180

Open on EDGAR

  1. Board of Directors

    Board of Directors

  2. Board of Directors

    | · | Majority of directors are independent |

  3. Board of Directors

    | · | All members of the Audit and Compliance Committee, Compensation Committee and Nominating and Corporate Governance Committee are independent |

  4. Board of Directors

    | · | Annual election of all directors |

  5. Board of Directors

    | · | Our current Board structure separates the positions of Chair of the Board and CEO |

  6. Board of Directors

    | · | Share ownership guidelines of five times the value of the annual cash retainer within five years for each non-management director |

  7. Board of Directors

    | · | Our directors may serve on no more than four other public company boards |

  8. Governance

    | • | Director compensation arrangements; and |

  9. Governance

    | • | Prepare director pay assessment; and |

  10. DIRECTORS

    DIRECTORS The Board of Directors seeks to ensure the Board is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively. In identifying candidates for membership on the Board, the Board takes into account (1) individual qualifications, such as high ethical standards, integrity, mature and careful judgment, industry knowledge or experience and an ability to work collegially with the other members of the Board and (2) all other factors it considers appropriate, including alignment with our stockholders. We value diversity and endeavor to have a Board representing diverse experience at policy-making levels in business, education or areas that are relevant to the Company’s business. The Company’s Corporate Governance Guidelines provide that the initial pool of candidates from which the Nominating and Corporate Governance Committee recommends nominees should include qualified female and racially/ethnically diverse candidates, and any third-party search firm that the Nominating and Corporate Governance Committee engages to identify such candidates shall be requested to include qualified female and racially/ethnically diverse candidates in such initial pool. When considering whether the Board’s directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board focused primarily on the information discussed in each of the Board members’ biographical information set forth below. Each of the Company’s directors possesses high ethical standards, acts with integrity, and exercises careful, mature judgment. Each is committed to employing his or her skills and abilities to aid the long-term interests of the stakeholders of the Company. In addition, our directors are knowledgeable and experienced in one or more business, governmental or civic endeavors, which further qualifies them for service as members of the Board. Alignment with our stockholders is important in building value at the Company over time. In 2023, Mr. Frist III, Mr. Hazen, Ms. Crofton, Mr. Dennis, Ms. DeParle, Mr. Frist, Mr. Johnston, Mr. Michelson, Dr. Riley and Ms. Smith were elected to the Company’s Board at the Company’s 2023 annual meeting of stockholders. Messrs. Frist III and Frist were nominated for election to the Board as a result of their relationship with investment funds affiliated with the Frist Entities and are collectively referred to as the “Investor Directors.” Each of the Investor Directors was nominated for election to the Board pursuant to the Stockholders’ Agreement. Under the Stockholders’ Agreement, the Frist Entities have the right to nominate two directors to our Board of Directors; however, the Frist Entities will lose their right to nominate any directors to our Board of Directors at such time as the Frist Entities own less than 3% of our outstanding shares of common stock. Pursuant to such agreement, Messrs. Frist III and Frist were nominated and elected to the Board as a result of their relationship with the Frist Entities. As of February 26, 2024, the Frist Entities owned approximately 26% of our common stock. Nominees for Election. The following is a brief description of the background, business experience and qualifications of each of the nominee directors to be elected to serve on our Board of Directors, each of whom is currently a member of our Board of Directors.

  11. DIRECTORS

    | Thomas F. Frist III Director since 2006 | Thomas F. Frist III, 56, is the founder and managing principal of Frist Capital, LLC, a Nashville-based investment firm, and has held such position since 1998. Mr. Frist currently serves as a director of Verisign, Inc. and previously served as a director of Science Applications International Corporation from 2013 until 2017. Mr. Frist is the brother of William R. Frist, who also serves as a director of the Company. Among other qualifications, Mr. Frist brings to the Board extensive business and investor experience, as well as knowledge of our Company and the health care industry. Further, as an Investor Director and a significant, long-term holder of the Company’s stock, he is experienced with issues involving stakeholders and corporate governance. He also knows and supports the Company’s patient-focused culture. In addition, Mr. Frist possesses in-depth knowledge of corporate finance and strategic business planning activities. As Chairman, Mr. Frist’s leadership abilities will continue to provide our Board with ethical and effective guidance. | | Samuel N. Hazen Director since 2018 | Samuel N. Hazen, 63, has served as Chief Executive Officer since January 2019. From November 2016 through December 2018, Mr. Hazen served as the Company’s President and Chief Operating Officer. Prior to that, he served as Chief Operating Officer of the Company from January 2015 to November 2016 and as President — Operations of the Company from 2011 to 2015. He also served as President — Western Group from 2001 to 2011 and as Chief Financial Officer — Western Group of the Company from 1995 to 2001. Prior to that time, Mr. Hazen served in various hospital, regional and division Chief Financial Officer positions with the Company, Humana Inc. and Galen Health Care, Inc. Among other qualifications, Mr. Hazen brings to the Board strong leadership and operating experience. He has been with the Company for 40 years and has extensive knowledge of the health care industry. With Mr. Hazen’s commitment to the Company’s patient-centered mission and ethical values and his proven ability to oversee a complex organization, he will continue to be a valuable resource for the Board. In addition, Mr. Hazen’s service as Chief Executive Officer of the Company creates a critical link between management and the Board, enabling the Board to perform its oversight function with the benefit of management’s perspective on the Company’s business and strategic vision. |

  12. DIRECTORS

    | Meg G. Crofton Director since 2019 | Meg G. Crofton, 70, retired from The Walt Disney Company in 2015 after a 35-year career with that company. From 2006 until 2013, she was President of Walt Disney World, the largest site in Disney’s Parks and Resorts division, and from 2011 until her retirement in 2015, she served as President of Disney’s Parks and Resorts Operations, U.S. and France. Ms. Crofton has also served as a director of Cracker Barrel Old Country Store, Inc. since 2017 and served as a director of Tupperware Brands Corporation from 2016 to 2023. Among other qualifications, Ms. Crofton was selected as a director in light of her experience as an executive officer of one of the world’s leading hospitality companies and experience serving as a director of several firms, including public companies. This experience will continue to be beneficial in providing the Board of Directors with a patient-experience focus and general business expertise. |

  13. DIRECTORS

    | Robert J. Dennis Director since 2014 | Robert J. Dennis, 70, served as Executive Chairman of Genesco Inc., a specialty retailer, from February 2020 until June 2020. Previously, he served as Genesco’s President and Chief Executive Officer from 2008 to February 2020 and as Chairman from April 2010 to February 2020. Mr. Dennis served as Genesco’s President and Chief Operating Officer from 2006 until 2008, Executive Vice President and Chief Operating Officer from 2005 until 2006 and Senior Vice President from 2004 until 2005. He previously served as Chief Executive Officer of Hat World Corporation from 2001 to 2004. Mr. Dennis has also served as a director of CoreCivic, Inc. since February 2013 and as a director of Teavana Holdings, Inc. from 2011 to 2012. Among other qualifications, Mr. Dennis was selected as a director in light of his experience as a chief executive officer of a consumer-oriented public company, as well as his experience serving as a director of several firms, including public companies. This experience will continue to be beneficial in providing the Board of Directors with a patient-experience focus and business management expertise. |

  14. DIRECTORS

    | Nancy-Ann DeParle Director since 2014 | Nancy-Ann DeParle, 67, is a co-founder of Consonance Capital Partners, a private equity firm, and has also served as a managing partner of the firm since January 2020. She previously served as a partner of the firm from 2013 to 2019. From March 2009 to January 2013, Ms. DeParle served in the White House, first as Counselor to the President and Director of the White House Office of Health Reform, and later as Assistant to the President and Deputy Chief of Staff for Policy. From 2001 to 2009, Ms. DeParle was a senior advisor and managing director of JPMorgan Partners and its successor, CCMP Capital. From 1993 to 2000, Ms. DeParle served as the Associate Director for Health and Personnel for the White House Office of Management and Budget, and later as the Administrator of the Centers for Medicare and Medicaid Services (then known as the Health Care Financing Administration). Ms. DeParle has also served as a director of CVS Health Corporation since September 2013. Among other qualifications, Ms. DeParle was selected as a director in light of her service in high-level positions in the federal government, as well as her experience serving as a director of other firms, including public companies. This experience will continue to be beneficial in providing health care policy, government relations, investing and general business expertise to the Board of Directors. | | William R. Frist Director since 2009 | William R. Frist, 54, is a principal of Champion & Co. Inc., a Nashville-based investment firm, and has held this position since 2023. From 2003 to 2023, Mr. Frist was a principal in Frist Capital, LLC, a Nashville-based investment firm. Mr. Frist currently serves on the Board of Directors of The Frist Foundation and as Chair and President of the Board of Trustees of the Frist Art Museum. Mr. Frist is the brother of Thomas F. Frist III, who also serves as a director of the Company. Among other qualifications, Mr. Frist brings to the Board extensive business and investor experience, as well as knowledge of our Company and the health care industry. Further, as an Investor Director and a significant, long-term holder of the Company’s stock, he is experienced with issues involving stakeholders and corporate governance. He also knows and supports the Company’s patient-focused culture. |

  15. DIRECTORS

    | Hugh F. Johnston Director since 2021 | Hugh F. Johnston, age 62, has served as Senior Executive Vice President and Chief Financial Officer of The Walt Disney Company since December 2023. Prior to that time, he served as Vice Chairman of PepsiCo, Inc. from 2015 and Executive Vice President and Chief Financial Officer from 2010. Mr. Johnston also currently serves as a member of the board and chair of the audit committee of Microsoft Corporation. Mr. Johnston is active with several corporate, NGO and academic organizations, including the University of Chicago’s Booth School CFO Forum Advisory Board, Syracuse University’s Whitman School of Management Advisory Council, and the Peterson Institute for International Economics. In addition, he is a member of the Federal Reserve Bank of New York Advisory Council. Among other qualifications, Mr. Johnston was selected a director in light of his extensive experience as an executive officer of a large public company and service as a director of other firms, including public companies. This experience will continue to be beneficial in providing financial and general business expertise to the Board of Directors. | | Michael W. Michelson Director since 2018 | Michael W. Michelson, 72, was a Senior Advisory Partner of KKR & Co. L.P. from January 2018 to the end of 2019. From 2009 to 2018, he was a member of KKR Management LLC, a private equity investment manager and the general partner of KKR & Co. L.P. Before that, Mr. Michelson was a member of the limited liability company which served as the general partner of KKR & Co. L.P. from 1996 to 2009. Prior to that, he was a general partner of KKR & Co. L.P. Mr. Michelson previously served as a director of the Company from 2006 to 2016. He has been a director of Zimmer Biomet Holdings, Inc., a medical device company, since June 2015 and was previously a director of Biomet, Inc. from 2007 to 2015. Among other qualifications, Mr. Michelson was selected a director and the independent presiding director of the Company in light of his extensive experience in the oversight of companies with complex operations and capital structures, his focus on health care companies and his proven leadership abilities. This experience will continue to be beneficial in providing financial, investment and health care expertise to the Board. |

  16. DIRECTORS

    | Wayne J. Riley, M.D. Director since 2012 | Wayne J. Riley, M.D. M.B.A., 64, has served as president of SUNY Downstate Health Sciences University since April 2017, where he is also a tenured professor of internal medicine and health policy and management. From 2013 to 2017, he was Adjunct Professor of Healthcare Management, Owen Graduate School of Management, Vanderbilt University and Clinical Professor of Medicine, Vanderbilt University School of Medicine. From 2007 to 2013, he served as President and CEO of Meharry Medical College. From 2003 through 2006, Dr. Riley served as Vice-President and Vice Dean for Health Affairs and Governmental Relations, Baylor College of Medicine. Dr. Riley has also served as a director of Compass Pathways, plc since 2021 and HeartFlow, Inc. since 2021. Dr. Riley served as a director of Vertex Pharmaceuticals Incorporated from 2010 to 2015, Pinnacle Financial Partners, Inc. from 2007 to 2013 and the Federal Reserve Board of Atlanta, Nashville Branch from January 2013 to June 2013. He is President Emeritus of the American College of Physicians and an elected member of the National Academy of Medicine. Dr. Riley is also a Commissioner of the Medicare Payment Advisory Commission (MedPAC) and Chair of the Board of Trustees of The New York Academy of Medicine. Among other qualifications, Dr. Riley was selected as a director in light of the leadership, management and patient care skills he acquired through his experience as a practicing physician, president of SUNY Downstate Health Sciences University, and executive positions at Meharry Medical College and Baylor College of Medicine, as well as his prior public company board experience. | | Andrea B. Smith Director since 2022 | Andrea B. Smith, 57, retired from Bank of America in December 2021 after nearly 34 years with the company. Most recently, she served as chief administrative officer from August 2015 through December 2021. Previously, she led Global Human Resources from January 2010 to August 2015. She also serves on the boards of several nonprofit organizations, including the PGA of America and the Charlotte Sports Foundation. Among other qualifications, Ms. Smith was selected as a director in light of her extensive experience as an executive officer of a large public company and her financial, operational and human capital management experience and expertise. This experience will continue to be beneficial in providing financial, management and general business expertise to the Board. |

  17. DIRECTORS

    Director Compensation. The Compensation Committee is responsible for reviewing and making recommendations to the Board regarding all matters pertaining to compensation paid to directors for Board, committee and committee chair services. Under the Compensation Committee’s charter, the Compensation Committee is authorized to engage consultants or advisors in connection with its review and analysis of director compensation. Directors who also serve as employees of the Company do not receive payment for services as directors. In making director compensation recommendations, the Compensation Committee takes various factors into consideration, including, but not limited to, the responsibilities of directors generally and the forms of compensation paid to directors by comparable companies. In 2023, the Compensation Committee retained Semler Brossy to assist in conducting an assessment of competitive executive and director compensation. The Board reviews the recommendations of the Compensation Committee and determines the form and amount of director compensation. The following text and table discuss the compensation of persons who served as a member of the Board during all or part of 2023, other than Mr. Hazen whose compensation is discussed under “Executive Compensation” below. Mr. Hazen was not separately compensated for Board service during 2023. We have omitted from this table the columns pertaining to non-equity incentive plan compensation, option awards, nonqualified deferred compensation and all other compensation because they are inapplicable. Cash Compensation. Pursuant to the Company’s Board of Directors Compensation program, each non-management director receives quarterly payment of the following cash compensation, as applicable (prorated for partial years):

  18. DIRECTORS

    | • | $110,000 annual retainer for service as a Board member; |

  19. DIRECTORS

    | • | $15,000 annual retainer for service as a member of the Audit and Compliance Committee; |

  20. DIRECTORS

    | • | $10,000 annual retainer for service as a member on each of the Compensation Committee, Finance and Investments Committee, Nominating and Corporate Governance Committee or Patient Safety and Quality of Care Committee; |

  21. DIRECTORS

    | • | $30,000 annual retainer for service as Chair of the Audit and Compliance Committee; |

  22. DIRECTORS

    | • | $25,000 annual retainer for service as Chair of each of the Compensation Committee, Finance and Investments Committee, Nominating and Corporate Governance Committee or Patient Safety and Quality of Care Committee; |

  23. DIRECTORS

    | • | $100,000 annual retainer for service as the Chairman of the Board; and |

  24. DIRECTORS

    | • | $40,000 annual retainer for service as the independent presiding director. |

  25. DIRECTORS

    Directors may elect to receive their annual retainer for service as a Board member or for service as Chairman of the Board or independent presiding director in cash or in the form of restricted share unit awards. Equity Compensation. In addition to the director compensation described above, each non-management director receives an annual board equity award with a value of $190,000, awarded upon joining the Board of Directors (prorated for months of service) and at each annual meeting of the stockholders thereafter. These equity grants consist of restricted share units ultimately payable in shares of our common stock and vest as to 100% of the award on the sooner of the date of the Company’s next annual stockholders’ meeting or the first anniversary of the grant date, subject to the director’s continued service on our Board of Directors. The restricted share units will also immediately vest upon the occurrence of a Change in Control (as defined in the applicable grant agreement). The directors may elect to defer receipt of shares under the restricted share units granted as part of the annual board equity award and any restricted share units received in lieu of cash retainers until the date they cease to be members of the Board of Directors. Reimbursements. All of our directors are reimbursed for reasonable expenses incurred in connection with their service. Share Ownership. Each non-management director is expected to directly or indirectly acquire a number of shares of our common stock with a value of five times the value of the annual cash retainer for a director’s service on the Board of Directors within five years from the date on which they are elected to the Board of Directors. As of December 31, 2023, all of our directors with more than five years of service met these share ownership guidelines.

  26. Fiscal 2023 Director Compensation

    Fiscal 2023 Director Compensation

  27. Fiscal 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation(3) | Total | | Meg G. Crofton | $130,000 | $189,784 | — | $319,784 | | Robert J. Dennis | $188,162 | $189,784 | — | $377,946 | | Nancy-Ann DeParle | $145,000 | $189,784 | — | $334,784 | | Thomas F. Frist III | $209,821 | $189,784 | — | $399,605 | | William R. Frist | $119,920 | $189,784 | — | $309,704 | | Charles O. Holliday, Jr. (3) | $51,374 | — | $10,000 | $61,374 | | Hugh F. Johnston | $150,000 | $189,784 | — | $339,784 | | Michael W. Michelson | $199,995 | $189,784 | — | $389,779 | | Wayne J. Riley, M.D | $160,000 | $189,784 | — | $349,784 | | Andrea B. Smith | $135,000 | $189,784 | — | $324,784 |

  28. Fiscal 2023 Director Compensation

    | (1) This column reflects fees earned or paid in cash. Directors may elect to receive their annual retainer for service as a Board member or for service as Chairman of the Board or independent presiding director in cash or in the form of restricted share unit awards. During 2023, each of Messrs. Dennis, Frist III, Frist and Michelson elected to receive 384 restricted share units in lieu of cash for their Board annual retainer. In addition, Mr. Frist III elected to receive 349 restricted share units in lieu of cash for his Chairman of the Board annual retainer, and Mr. Michelson elected to receive 140 restricted share units in lieu of cash for his independent presiding director annual retainer. In each case, the value of the restricted share units in lieu of cash retainers awarded to Messrs. Dennis, Frist III, Frist and Michelson related to the service period of April 19, 2023 through April 25, 2024, and the entire cash value of such awards is included in “Fees Earned or Paid in Cash” although a portion of the retainers pertained to anticipated service in 2024. The number of restricted share units delivered in lieu of cash is based on the amount of the annual retainer earned divided by the closing market price of the Company’s common stock on the date of grant. |

  29. Fiscal 2023 Director Compensation

    | (2) This column reflects the grant date fair value of restricted share unit awards granted to directors calculated in accordance with applicable financial accounting standards. The fair value of restricted share unit awards is computed by multiplying the total number of shares |

  30. Fiscal 2023 Director Compensation

    | subject to the award by the closing market price of the Company’s common stock on the date of grant. Grants of restricted share units were made to Ms. Crofton, Mr. Dennis, Ms. DeParle, Mr. Frist III, Mr. Frist, Mr. Johnston, Mr. Michelson, Dr. Riley and Ms. Smith on April 24, 2023. |

  31. Fiscal 2023 Director Compensation

    As of December 31, 2023, (i) each of Ms. Crofton, Ms. DeParle, Mr. Johnston, Dr. Riley and Ms. Smith held 663 unvested restricted share units; (ii) each of Messrs. Dennis and Frist held 1,047 unvested restricted share units; (iii) Mr. Frist III held 1,396 unvested restricted share units; (iv) Mr. Michelson held 1,187 unvested restricted share units; (v) Ms. Crofton held 5,058 restricted share units with respect to which she has elected to defer receipt of her vested shares until the date she ceases to be a member of the Board of Directors; (vi) Mr. Dennis held 19,483 restricted share units with respect to which he has elected to defer receipt of his vested shares until the date he ceases to be a member of the Board of Directors; (vii) Mr. Frist III held 10,817 restricted share units with respect to which he has elected to defer receipt of his vested shares until the date he ceases to be a member of the Board of Directors; (viii) Mr. Frist held 9,839 restricted share units with respect to which he has elected to defer receipt of his vested shares until the date he ceases to be a member of the Board of Directors; (ix) Mr. Johnston held 1,357 restricted share units with respect to which he has elected to defer receipt of his vested shares until the date he ceases to be a member of the Board of Directors; (x) Mr. Michelson held 8,200 restricted share units with respect to which he has elected to defer receipt of his vested shares until the date he ceases to be a member of the Board of Directors; (xi) Dr. Riley held 1,783 restricted share units with respect to which he has elected to defer receipt of his vested shares until the date he ceases to be a member of the Board of Directors; and (xii) Ms. Smith held 1,079 restricted share units with respect to which she has elected to defer receipt of her vested shares until the date she ceases to be a member of the Board of Directors.

  32. Fiscal 2023 Director Compensation

    | (3) Mr. Holliday retired from the Board of Directors effective April 19, 2023. A charitable gift of $10,000 was made in 2023 on behalf of Mr. Holliday to recognize his retirement from and service to the Board of Directors. |

  33. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS The current Board of Directors of HCA consists of ten directors. Our Board of Directors recommends that the nominees listed below be elected as members of the Board of Directors at the annual meeting. Each of the nominees, if elected, will serve a one-year term as a director until the annual meeting of stockholders in 2025 or until his or her respective successor is duly elected and qualified or until the earlier of his or her death, resignation or removal. If a nominee becomes unable or unwilling to accept nomination or election, the person or persons voting the proxy will vote for such other person or persons as may be designated by the Board of Directors, unless the Board of Directors chooses to reduce the number of directors serving on the Board. The Board of Directors has no reason to believe that any of the nominees will be unable or unwilling to serve as a director if elected. The following are the nominee directors to be elected to serve on our Board of Directors, each of whom is currently a member of our Board of Directors:

  34. PROPOSAL 1 — ELECTION OF DIRECTORS

    | Name | Age(1) | Director Since | Position(s) | | Thomas F. Frist III | 56 | 2006 | Chairman | | Samuel N. Hazen | 63 | 2018 | Director and Chief Executive Officer | | Meg G. Crofton | 70 | 2019 | Director | | Robert J. Dennis | 70 | 2014 | Director | | Nancy-Ann DeParle | 67 | 2014 | Director | | William R. Frist | 54 | 2009 | Director | | Hugh F. Johnston | 62 | 2021 | Director | | Michael W. Michelson | 72 | 2018 | Director | | Wayne J. Riley, M.D. | 64 | 2012 | Director | | Andrea B. Smith | 57 | 2022 | Director |

  35. PROPOSAL 1 — ELECTION OF DIRECTORS

    | (1) As of March 15, 2024. |

  36. PROPOSAL 1 — ELECTION OF DIRECTORS

    The election of directors will be determined by a majority of the votes cast at the annual meeting. A majority of the votes cast means that the number of shares voted “for” a nominee exceeds the number of shares voted “against” such nominee. Abstentions and broker non-votes are not counted as votes cast with respect to a nominee and will have no effect on the outcome of the election of directors. For incumbent directors, if a nominee fails to receive “for” votes representing a majority of the votes cast, the director shall tender his or her resignation to the secretary of HCA for consideration by the Board of Directors, which resignation shall be contingent upon the acceptance thereof by the Board of Directors. The Nominating and Corporate Governance Committee would then be charged with making a recommendation to the Board of Directors for the action to be taken with respect to the resignation. The Board of Directors will act on the tendered resignation and publicly disclose its decision regarding the tendered resignation and the rationale behind its decision. If the Board determines not to accept the resignation of the incumbent director, the incumbent director will continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier death, resignation or removal. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.

  37. COMPENSATION DISCUSSION AND ANALYSIS

    | • | Encourages attraction and long-term retention of the highest quality employees. |

  38. 2023 Performance Highlights

    | Performance Objective | Link to 2023 Compensation | | Financial | 80% of 2023 annual Senior Officer Performance Excellence Program (“PEP”) incentive awards were based on achieving a targeted level of EBITDA (defined below). Vesting for performance share units granted in 2023 is based on achievement of a cumulative diluted earnings per share (“EPS”) goal for fiscal years 2023 – 2025. | | Quality/Patient Care | 20% of 2023 annual PEP incentive awards were based on Company performance against industry patient care and quality benchmarks. Quality performance is important to our ability to attract and retain patients, physicians and colleagues. Quality performance is also embedded within the financial (or EBITDA) performance portion of the PEP, as there are numerous hospital-based quality arrangements that align quality care and our financial performance, such as the CMS value-based arrangements (including the Hospital Acquired Condition Reduction Program, Hospital Readmission Reduction Program and the Hospital Value-Based Purchasing Program) and commercial payer quality incentive components included in our pay-for-performance contracts. | | Stockholder Return | Annual equity awards granted in 2023 (50% in four-year time-based stock appreciation rights (“SARs”) and 50% in three-year cumulative EPS-vested performance share units (“PSUs”)) were designed to reward executives for future growth in stockholder value. |

  39. Key Compensation Practices and Policies

    | · | Performance-Based Long-Term Incentive Programs: Since 2015, the Company has granted PSU awards which vest based on achievement of a three-year cumulative EPS goal, in addition to time-based stock settled SAR awards. |

  40. Key Compensation Practices and Policies

    | · | Policies that Discourage Short-Term Risk Taking: In 2023, the Company put in place a Compensation Recoupment Policy providing for the mandatory recoupment of incentive-based compensation from executive officers in the case of applicable restatements of the Company’s financial statements, in accordance with NYSE rules. Annual incentive payouts under the PEP are subject to additional discretionary clawback provisions in the event of financial restatements or inaccuracies later found in program metrics or bad faith actions of a participant that materially harm the Company. Executive officers, directors and other Company insiders are also restricted from engaging in transactions in which such individuals may profit from short-term speculative swings in the value of Company securities. |

  41. Key Compensation Practices and Policies

    | · | Double-Trigger Change in Control Provisions: All SAR and PSU awards are subject to a “double-trigger” for accelerated vesting under certain change in control scenarios. |

  42. Key Compensation Practices and Policies

    | · | No Excise Tax Gross-Ups on Change in Control Payments: The Company does not provide for any excise tax gross-up on benefits received in connection with a change in control of the Company for our executive officers. |

  43. Key Compensation Practices and Policies

    | · | Minimum Vesting Periods: Equity awards granted under the Company’s 2020 Stock Incentive Plan must have minimum vesting or services periods of at least one year, other than in connection with a change in control or the death or permanent disability of a participant, subject to an exception for up to five percent of the shares initially available under the plan. |

  44. Key Compensation Practices and Policies

    | · | Policies that Reinforce the Company’s Mission and Values: Annual incentive payouts under the PEP are subject to a certification by the CEO that the participant has acted in accordance with the Company’s stated mission and values, the Code of Conduct and other regulatory requirements. Further, all employees are required to complete annual Code of Conduct training to continue to receive their salary and benefits. |

  45. Key Compensation Practices and Policies

    | • | Design and administration of our equity incentive plans; |

  46. Key Compensation Practices and Policies

    In addition, the Committee considers the proper alignment of executive pay policies with Company values and strategy by overseeing executive compensation policies, human capital management strategies and policies, corporate performance measurement and assessment, and the Chief Executive Officer performance assessment. The Committee may retain the services of independent outside consultants, as it deems appropriate in its sole discretion, to assist in the strategic review of programs and arrangements relating to executive compensation and performance. The Committee has retained Semler Brossy as its external advisor. The Committee considers advice and analysis presented by Semler Brossy in making decisions on compensation plan designs and compensation decisions for the executive officers and directors. As required under the NYSE listing rules, the Committee has considered and assessed all factors relevant to Semler Brossy’s independence from management, including, but not limited to, those set forth in Section 303A.05(c)(iv) of the NYSE Listed Company Manual, as applicable. Based on this review, the Committee is not aware of any conflict of interest that has been raised in connection with work performed by Semler Brossy. Peer Group Market Data. Our Human Resources team, in collaboration with Semler Brossy, collects and presents to the Committee compensation data from similarly-sized companies, to the extent that comparable position matches and components of pay are available. In order to assess the competitiveness of our compensation for our Named Executive Officers, Semler Brossy collected and reviewed compensation data for top executive positions for large public health care companies. These companies included, in addition to health care providers, companies in the health insurance, pharmaceutical, medical supply and related industries. This peer group’s revenues at the time of selection ranged from $12.4 billion to $287.6 billion, with median revenues of $48.7 billion, which is comparable to our size. The companies in this analysis included:

  47. Elements of Compensation

    | Category of Compensation | Elements of Compensation | Why We Provide | | Cash Compensation | Salary Annual Incentive (Performance Excellence Program) | • Attract, retain, and motivate key executive talent • Provide income security • Motivate and reward annual financial, operations and quality performance results | | Long-Term Incentives | Equity Grants (SARs and PSUs) | • Attract, retain, and motivate key executive talent • Align interests of executives and stockholders • Motivate and reward long-term financial performance • Encourage executive stock ownership | | Benefits | Retirement Benefits Personal Benefits Severance & Change in Control Benefits | • Attract and retain key executive talent • Enhance executive productivity • Provide opportunity for financial security in retirement |

  48. Elements of Compensation – Annual Incentive Compensation: PEP

    Elements of Compensation – Annual Incentive Compensation: PEP The PEP is intended to reward named executive officers for annual financial and quality and care performance, with the goals of providing high quality health care for our patients and increasing stockholder value. Accordingly, the Company’s 2023 Senior Officer Performance Excellence Program (the “2023 PEP”) was approved by the Committee to cover annual incentive awards for 2023. Incentive opportunity targets were intended to provide a meaningful incentive for executives to achieve or exceed performance goals and be competitive with market practices. Each named executive officer in the 2023 PEP was assigned a 2023 annual award target expressed as a percentage of salary ranging from 85% to 170%. The PEP award targets for our named executive officers were not changed from 2022 to 2023 with the exception of Mr. Foster whose PEP award target changed from 110% in 2022 to 125% in 2023 due to his new role as Executive Vice President and Chief Operating Officer.

  49. 2023 PEP – Design

    EBITDA Measure (80% of 2023 PEP) The 2023 PEP was designed to provide 100% of the EBITDA weighted portion of the target award for target EBITDA performance, 25% of the EBITDA weighted portion of the target award for threshold level of EBITDA performance, and a maximum of 200% of the EBITDA weighted portion of the target award for maximum EBITDA performance, with no payments made for performance below threshold levels. For hospital group presidents (Messrs. Akdamar and McManus), 50% of the EBITDA portion of their 2023 PEP was based on Company EBITDA performance and 50% was based on the applicable group EBITDA performance. The Committee believes this payout curve is consistent with competitive practice. Our 2023 threshold EBITDA performance level was set at 4% below the target goal and the maximum performance goal was set at 4% above the target goal to reflect potential performance volatility. EBITDA targets were linked to the Company’s short-term and long-term business objectives to ensure incentives are provided for appropriate annual growth.

  50. 2023 PEP – Design

    | EBITDA Performance Level | Payout for EBITDA Portion of 2023 PEP | | Threshold | 25% | | Target | 100% | | Maximum | 200% |

  51. 2023 PEP – Design

    The 2023 PEP was designed to provide 100% of the quality weighted portion of the target award applicable to each quality of care metric for performance at the target level of performance for such metric, 0% of the quality weighted portion of the target award applicable to each quality of care metric for performance at or below the threshold level of performance for such metric, and a maximum of 200% of the quality weighted portion of the target applicable to each quality of care metric for performance at or above the maximum level of performance for such metric. For the 2023 PEP, the threshold, target and maximum levels for Healthcare-Associated Infections and Sepsis Core Measure and Complication and Mortality CHOIS Risk-Adjusted Indices were set at the 45th, 55th and 65th percentile, respectively, and for Care Experience were set at the 45%, 55% and 65% ranking, respectively, with year over year improvement or performance at the 75th percentile.

  52. 2023 PEP – Design

    | Quality and Care Metric Performance Level | Payout for Quality and Care Metric Portion of 2023 PEP(1) | | Threshold (45th percentile) (45%) | 0% | | Target (55th percentile) (55%) | 100% | | Maximum (65th percentile) (65%) | 200% |

  53. 2023 PEP – Design

    | Named Executive Officer | 2023 PEP Target (as a % of Base Salary) | 2023 PEP Payout (as a % of PEP Target) | | | 2023 PEP Aggregate Payout (as a % of Base Salary) | | | | EBITDA Performance (80% Weight) | Quality and Care Performance (20% Weight) | Final PEP Payout (as a % of PEP Target) | | | Samuel N. Hazen | 170% | 200.00% | 177.55% | 195.51% | 332.37% | | William B. Rutherford | 125% | 200.00% | 177.55% | 195.51% | 244.39% | | Jon M. Foster | 125% | 200.00% | 177.55% | 195.51% | 244.39% | | Erol R. Akdamar | 85% | 199.97% | 177.55% | 195.48% | 166.16% | | Timothy M. McManus | 85% | 200.00% | 177.55% | 195.51% | 166.18% |

  54. 2023 PEP – Design

    | Category | Quality Measure | Weight | Target Performance Percentile/% Ranking(1) | Actual Performance Percentile/% Ranking(2)(3) | % Payout | Contribution to Quality and Care Weighted Portion of PEP Payout (as a % of PEP Target) | | Healthcare- Associated Infections and Sepsis Core Measure | CLABSI | 5% | 55 | 64.1 | 191% | 9.55% | | | CAUTI | 5% | 55 | 69.3 | 200% | 10.00% | | | SSI | 5% | 55 | 51.8 | 68% | 3.40% | | | MRSA | 5% | 55 | 58.2 | 132% | 6.60% | | | C. diff | 5% | 55 | 77.6 | 200% | 10.00% | | | SEP-1 | 5% | 55 | 73.6 | 200% | 10.00% | | Complication and Mortality CHOIS Risk Adjusted Indices | CHOIS Complication | 15% | 55 | 85.0 | 200% | 30.00% | | | CHOIS Mortality | 15% | 55 | 80.0 | 200% | 30.00% | | Care Experience | Inpatient (HCAHPS) | 20% | 55% | 59.0% | 140% | 28.00% | | | ER (Press Ganey) | 20% | 55% | 72.9% | 200% | 40.00% | | | | Quality and Care Weighted Portion of 2023 PEP Payout | | | | 177.55% |

  55. Elements of Compensation – Long-Term Equity Incentive Awards

    Elements of Compensation – Long-Term Equity Incentive Awards Equity grants made under our long-term incentive compensation programs are intended to align the interests of executives and stockholders by rewarding executives for long-term growth in stockholder value. These programs also serve as a key component of the executives’ compensation packages in attracting and retaining top talent. Lastly, these programs encourage share ownership. Grants prior to May 1, 2020 were made under the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (“2006 Stock Incentive Plan”) which became effective March 9, 2011. The 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates (the “2020 Stock Incentive Plan” and collectively with the 2006 Stock Incentive Plan, the “Stock Incentive Plans”), which was approved and became effective on May 1, 2020, is the successor to the 2006 Stock Incentive Plan; however, each outstanding award under the 2006 Stock Incentive Plan remains outstanding under such plan and continues to be governed under its terms and any applicable grant agreement. Since 2015, the annual long-term equity incentive awards awarded to the Company’s executive officers have included PSUs, which vest upon achievement of a three-year cumulative EPS goal, in addition to time vesting stock settled SAR awards. Specifically, the 2023 annual equity awards for the named executive officers and the promotional equity grants to Messrs. Akdamar and McManus in connection with their promotions to the roles of President – American Group and President – National Group, respectively, which were all granted in January 2023, were structured with 50% of the target award value granted in the form of time-based SARs, and the other 50% of the target award value granted in the form of PSUs which vest based on achievement of a cumulative three-year EPS goal. The Committee determined the target values of the equity grants awarded to the named executive officers in 2023 based on a combination of the following considerations:

  56. Elements of Compensation – Long-Term Equity Incentive Awards

    | • | Market practices; |

  57. Elements of Compensation – Long-Term Equity Incentive Awards

    | • | Historical performance and any recent adjustment in job scope; and |

  58. Elements of Compensation – Long-Term Equity Incentive Awards

    | • | Future projected contributions of the named executive officers. |

  59. Elements of Compensation – Long-Term Equity Incentive Awards

    Stock Appreciation Rights The Committee determined that SARs are an effective long-term incentive vehicle for this population because:

  60. Elements of Compensation – Long-Term Equity Incentive Awards

    | • | SARs only reward executives for stock price appreciation; |

  61. Elements of Compensation – Long-Term Equity Incentive Awards

    | • | SARs are more efficient than stock options in terms of utilizing the stockholder approved management equity pool; and |

  62. Elements of Compensation – Long-Term Equity Incentive Awards

    | • | In conjunction with the vesting requirements, the grants encourage both short-term and long-term Company performance. |

  63. Elements of Compensation – Long-Term Equity Incentive Awards

    Stock Appreciation Rights – 2023 Awards The SARs granted in 2023 have a ten-year term and were granted with an exercise price equal to the fair market value of the Company’s common shares on the date of grant (the “2023 SARs”). The 2023 SARs are structured such that 25% of the SARs will vest on each of the first four anniversaries of the grant date. The Committee used the Company’s three-month average stock price as of the grant date and a valuation model estimation to determine the number of SARs granted.

  64. Elements of Compensation – Long-Term Equity Incentive Awards

    | Named Executive Officer | # of 2023 SARs Granted(1) | | Samuel N. Hazen | 82,880 | | William B. Rutherford | 23,680 | | Jon M. Foster | 23,680 | | Erol R. Akdamar | 17,051 | | Timothy M. McManus | 17,051 |

  65. Elements of Compensation – Long-Term Equity Incentive Awards

    | (1) Includes a promotional grant of 5,684 SARs to each of Messrs. Akdamar and McManus in connection with their promotions to the roles of President – American Group and President – National Group, respectively, effective January 1, 2023. |

  66. Elements of Compensation – Long-Term Equity Incentive Awards

    For additional information concerning the 2023 SARs, see the Outstanding Equity Awards at 2023 Fiscal Year-End Table. Performance Share Units The Committee determined that PSUs are consistent with market best practices for executive pay and appropriately reward our executives for long-term Company performance. PSUs vest based on achievement of a cumulative three-year EPS goal (“Target EPS”) as set forth in the schedule below, with vesting between threshold and maximum amounts for performance between 90% and 110% of Target EPS determined by straight line interpolation. The Committee sets challenging Target EPS goals to link the awards to the Company’s long-term business objectives and to provide meaningful incentives for achieving or exceeding the Company’s performance growth objectives.

  67. Elements of Compensation – Long-Term Equity Incentive Awards

    | Cumulative EPS for Applicable Three-Year Performance Period | Percentage of Target PSUs Earned | | Less than 90% of Target EPS | 0% | | 90% of Target EPS | 25% | | 100% of Target EPS | 100% | | Greater than or equal to 110% of Target EPS | 200% |

  68. Elements of Compensation – Long-Term Equity Incentive Awards

    Cumulative EPS is defined for purposes of the PSUs as the sum of the Company’s “diluted earnings per share” of each of the three fiscal years of the Company within the performance period as reported in the Company’s audited financial statements for each such year, adjusted to exclude the effects of: (a) gains or losses on sales of facilities, (b) gains or losses on extinguishment of debt, (c) asset or investment impairment charges, (d) legal claim costs or benefits (disclosed as separate line item in consolidated income statement), (e) expenses, or adjustments to expenses, for share-based compensation recognized under FASB ASC 718 related to the PSUs that result from EPS performance above or below the Target EPS during the performance period, (f) the impact of Accounting Standards Update (“ASU”) 2016-09: Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”) that results in EPS performance above or below the Target EPS during the performance period, (g) gains or losses on acquisition or disposition of controlling interests in equity investments or consolidated entities, and (h) any other gains, expenses or losses resulting from significant, unusual and/or nonrecurring events, as described in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report for the applicable fiscal year, as determined in good faith by the Board or the Committee. Performance Share Units – 2023 Awards The PSUs granted in 2023 (the “2023 PSUs”) vest based on achievement of a cumulative Target EPS for fiscal years 2023 – 2025, subject to the vesting schedule set forth above. The Committee used the Company’s three-month average stock price as of the grant date to determine the number of PSUs granted.

  69. Elements of Compensation – Long-Term Equity Incentive Awards

    | Named Executive Officer | # of 2023 Target PSUs Granted(1) | | Samuel N. Hazen | 27,467 | | William B. Rutherford | 7,848 | | Jon M. Foster | 7,848 | | Erol R. Akdamar | 5,651 | | Timothy M. McManus | 5,651 |

  70. Elements of Compensation – Long-Term Equity Incentive Awards

    | (1) Includes a promotional grant of 1,884 PSUs to each of Messrs. Akdamar and McManus in connection with their promotions to the roles of President – American Group and President – National Group, respectively, effective January 1, 2023. |

  71. Elements of Compensation – Long-Term Equity Incentive Awards

    For additional information concerning the 2023 PSUs, see the Outstanding Equity Awards at 2023 Fiscal Year-End Table. Performance Share Units – Vesting of 2021 Awards The PSUs granted in 2021 (the “2021 PSUs”) vested based on achievement of a cumulative Target EPS for fiscal years 2021 – 2023, subject to the PSU vesting schedule set forth above. The cumulative Target EPS for the 2021 PSUs was $42.63, and the actual cumulative EPS achieved for the 2021 – 2023 fiscal year period for purposes of the 2021 PSUs was $53.36, which included adjustments for the impact of ASU 2016-09 that results in EPS performance above or below the Target EPS during the performance period and expenses, or adjustments to expenses, for share-based compensation recognized under FASB ASC 718 related to the PSUs that result from EPS performance above or below the Target EPS during the performance period. Therefore, based upon achievement of a cumulative adjusted EPS of 125.2% of the Target EPS for the 2021 PSUs, the named executive officers vested in 200% of the Target 2021 PSUs.

  72. Elements of Compensation – Long-Term Equity Incentive Awards

    | Named Executive Officer | # of 2021 Target PSUs Granted | # of Actual 2021 PSUs Vested | | Samuel N. Hazen | 39,220 | 78,440 | | William B. Rutherford | 10,990 | 21,980 | | Jon M. Foster | 8,160 | 16,320 | | Erol R. Akdamar | 3,850 | 7,700 | | Timothy M. McManus | 3,140 | 6,280 |

  73. Elements of Compensation – Long-Term Equity Incentive Awards

    Ownership Guidelines. Our ownership guidelines provide that our Chief Executive Officer should hold Company equity valued at least five times his base salary, and our other named executive officers should hold equity valued at least three times their respective base salaries. When calculating equity holdings, we include shares beneficially owned by the executive as well as the “in-the-money” value of vested stock options and SARs. The guidelines provide that 75% of vested restricted shares net of taxes and exercised options and SARs must be retained by the executive until minimum ownership levels are met. If our market share price declines to the extent that an executive’s ownership falls below the guidelines, these holding requirements are reinstated. In general, named executive officers will be expected to meet the ownership guidelines within five years of appointment to their position. As of December 31, 2023, each named executive officer’s equity holdings substantially exceeded the minimum ownership guidelines. Personal Benefits. Our executive officers receive certain benefits outside of those offered to our other employees. Generally, we provide these benefits to increase travel and work efficiencies, multiply the impact of our executives’ contributions to community organizations, promote retention and transitions in job roles and allow for more productive use of the executive’s time. Our CEO is permitted to use the Company aircraft for personal trips, subject to the aircraft’s availability. The named executive officers may also have their spouses and/or other guests accompany them on business trips taken on the Company aircraft, subject to seat availability, a benefit which has minimal incremental costs to the Company. In addition, there are times when it is appropriate for an executive’s spouse or other guest to attend events related to our business. On those occasions, we will pay for the travel expenses of the executive’s spouse or guest. The value of these personal benefits, if any, is included in the executive officer’s income as required for tax purposes. The Company provides relocation assistance and related tax assistance to eligible new and current employees to attract and retain qualified talent and facilitate transitions in job roles. The Company also supports colleagues across the organization in providing matching gifts to the HCA Healthcare Hope Fund and other eligible 501(c)(3) entities. Depending on individual volunteer and giving activity for the year, our CEO is eligible for up to $42,500 in matching gifts to charitable organizations each year, and the other named executive officers are eligible for up to $22,500 – $27,500 in matching gifts each year. The Company does not provide any gross-up payments to our named executive officers to cover the taxes due on perquisite related income other than tax assistance (gross-up payments) on taxable relocation benefits. Except as otherwise discussed herein, other welfare and employee-benefit programs are the same for all of our eligible employees, including our named executive officers. Retirement Plans and Benefits. We currently maintain one tax-qualified retirement plan in which the named executive officers are eligible to participate, the HCA 401(k) Plan. The purpose of the HCA 401(k) Plan is to aid in recruitment and retention and to assist employees in providing for retirement. Generally, all employees who have completed the plan’s service requirements are eligible to participate in the HCA 401(k) Plan. Each of our named executive officers participates in the plan. For additional information on the HCA 401(k) Plan, including amounts contributed by HCA Healthcare in 2023 to the named executive officers, see the 2023 Summary Compensation Table and related footnotes and narratives and “2023 Pension Benefits.” Certain of our executives also participate in supplemental retirement programs as described below. The Committee and the Board initially approved these supplemental programs to:

  74. Elements of Compensation – Long-Term Equity Incentive Awards

    | • | Recognize significant long-term contributions and commitments by executives to the Company and to performance over an extended period of time; |

  75. Elements of Compensation – Long-Term Equity Incentive Awards

    | • | Induce our executives to continue employment through a specified normal retirement age; and |

  76. Elements of Compensation – Long-Term Equity Incentive Awards

    | • | Provide a competitive benefit to aid in attracting and retaining key executive talent. |

  77. Elements of Compensation – Long-Term Equity Incentive Awards

    The HCA Restoration Plan, a non-qualified retirement plan, provides a benefit to replace a portion of the contributions lost in the HCA 401(k) Plan due to certain Internal Revenue Service limitations. All of the named executive officers participate in the HCA Restoration Plan; however, effective January 1, 2008, participants in the SERP (described below) are no longer eligible for HCA Restoration Plan contributions. Hypothetical accounts, as of January 1, 2008, continue to be maintained in the HCA Restoration Plan for each named executive officer that participates in the SERP, but such accounts are not increased or decreased with hypothetical investment returns. For additional information concerning the HCA Restoration Plan, see “2023 Nonqualified Deferred Compensation.” Select executives may also participate in the HCA Supplemental Executive Retirement Plan (the “SERP”), adopted in 2001. Messrs. Hazen and Foster participate in the SERP (Messrs. Rutherford, Akdamar and McManus do not). The SERP benefit brings the total value of annual retirement income to a specific income replacement level. For named executive officers with 25 years or more of service, this income replacement level is 60% of final average pay (base salary and PEP payouts) at normal retirement, a competitive level of benefit at the time the plan was implemented. All participants are fully vested in their SERP benefits, and the plan is frozen to new entrants. For additional information concerning the SERP, see “2023 Pension Benefits.” In the event a participant renders service to another health care organization within five years following retirement or termination of employment, he or she forfeits the rights to any further payment, and must repay any payments already made under the SERP and HCA Restoration Plan. This non-competition provision is subject to waiver by the Committee with respect to the named executive officers. Equity Award Retirement Provisions Pursuant to the agreements governing the SARs granted to the named executive officers in 2015 – 2018, the vested portions of such awards will remain exercisable for three years following termination of the executive’s employment by reason of death, disability, or “retirement” (defined under such agreements as resignation from service (i) after attaining 65 years of age or (ii) after attaining 55 years of age and completing 10 years of service with the Company or any of its subsidiaries). Pursuant to the agreements governing the SAR awards granted to the named executive officers in 2019 – 2024, in the event of the executive’s termination on account of death, disability, or “retirement” (defined under such agreements as resignation from service (i) after attaining 65 years of age or (ii) after attaining 60 years of age and completing 20 years of service with the Company or any of its subsidiaries), without a change in control, (i) the awards will be forfeited if the executive terminates employment less than one year after the grant date, (ii) the awards immediately vest and remain exercisable for four years following termination of the executive’s employment on account of death or disability occurring one year or more after the grant date, and (iii) the awards will continue to vest annually as scheduled and remain exercisable for four years following termination of the executive’s employment by reason of “retirement” as defined in the SAR grant agreements. Pursuant to the agreements governing the PSU awards granted to the named executive officers in 2021 – 2024, in the event of the executive’s termination on account of death, disability, or retirement (defined under such agreements as resignation from service (i) after attaining 65 years of age or (ii) after attaining 60 years of age and completing 20 years of service with the Company or any of its subsidiaries), without a change in control, (i) the awards will be forfeited if the executive terminates employment less than one year after the grant date and (ii) the awards will be eligible to vest on a prorated basis (based on the number of days employed during the performance period) if the executive’s employment is terminated one year or more after the grant date.

  78. Elements of Compensation – Long-Term Equity Incentive Awards

    | Equity Award | Retirement Definition | Time Period between Retirement Date and Grant Date | Continued Vesting after Retirement | Continued Exercisability after Retirement | | SARS (Granted 2015 – 2018) | Age 65 or Age 55 and 10 years of service | N/A | No | 3 Years | | SARs (Granted 2019 – 2024) | Age 65 or Age 60 and 20 years of service | < 1 year | No | N/A | | SARs (Granted 2019 – 2024) | Age 65 or Age 60 and 20 years of service | ≥ 1 year | Yes | 4 Years | | PSUs (Granted 2021 – 2024) | Age 65 or Age 60 and 20 years of service | < 1 year | No | N/A | | PSUs (Granted 2021 – 2024) | Age 65 or Age 60 and 20 years of service | ≥ 1 year | Pro Rata | N/A |

  79. Elements of Compensation – Long-Term Equity Incentive Awards

    As of December 31, 2023, Messrs. Hazen and Foster were retirement eligible under all applicable award agreements, and Messrs. Rutherford and Akdamar were retirement eligible under the award agreements granted in 2015 – 2018. Additional information regarding applicable payments under such agreements for the named executive officers is provided under “Potential Payments Upon Termination or Change in Control.” Severance Benefits. In connection with the Merger in 2006, we entered into employment agreements with Mr. Hazen and certain other members of senior management at such time to help ensure the retention of those executives critical to the future success of the Company. Among other things, these agreements set the executives’ compensation terms, their rights and benefits upon a termination of employment, and restrictive covenants around non-competition, non-solicitation, and confidentiality. Messrs. Rutherford, Foster, Akdamar and McManus do not have employment agreements but are covered under our Executive Severance Policy. We believe that reasonable severance benefits are appropriate in order to be competitive in our executive retention efforts. These benefits should reflect the fact that it may be difficult for such executives to find comparable employment within a short period of time. Finally, we believe formalized severance arrangements are common benefits offered by employers competing for similar senior executive talent. Severance Benefits Specific to Mr. Hazen Under the Company’s employment agreement with Mr. Hazen, if employment is terminated by the Company without “cause” or by the executive for “good reason” (whether or not the termination was in connection with a change in control), Mr. Hazen would be entitled to receive:

  80. Elements of Compensation – Long-Term Equity Incentive Awards

    | • | any base salary and any bonus that is earned and unpaid through the date of termination; |

  81. Elements of Compensation – Long-Term Equity Incentive Awards

    | • | reimbursement of any unreimbursed business expenses properly incurred by Mr. Hazen; and |

  82. Elements of Compensation – Long-Term Equity Incentive Awards

    | • | such employee benefits, if any, to which Mr. Hazen may be entitled under our employee benefit plans |

  83. Elements of Compensation – Long-Term Equity Incentive Awards

    (the payments and benefits described above being “Accrued Rights”) plus:

  84. Elements of Compensation – Long-Term Equity Incentive Awards

    | • | Subject to restrictive covenants and the signing of a general release of claims, an amount equal to two times the sum of base salary plus the annual PEP incentive paid or payable in respect of the fiscal year immediately preceding the fiscal year in which termination occurs, payable over a two-year period; |

  85. Elements of Compensation – Long-Term Equity Incentive Awards

    | • | Pro rata portion of any annual bonus that Mr. Hazen would have been entitled to receive pursuant to the employment agreement based upon our actual results for the year of termination (with such proration based on the percentage of the fiscal year that shall have elapsed through the date of termination of employment), payable to Mr. Hazen when the annual bonus would have been otherwise payable (the “Pro Rata Bonus”); and |

  86. Elements of Compensation – Long-Term Equity Incentive Awards

    | • | Continued coverage under our group health plans during the period over which the cash severance is paid. |

  87. Elements of Compensation – Long-Term Equity Incentive Awards

    “Cause” is defined in Mr. Hazen’s employment agreement as (i) willful and continued failure to perform his material duties to the Company which continues beyond 10 business days after a written demand for substantial performance is delivered; (ii) willful or intentional engagement in material misconduct that causes material and demonstrable injury, monetarily or otherwise, to the Company or the Sponsors; (iii) conviction of, or a plea of nolo contendere to, a crime constituting a felony, or a misdemeanor for which a sentence of more than six months’ imprisonment is imposed; or (iv) willful and material breach of his covenants under the employment agreement which continues beyond the designated cure period or of the equity agreements referenced therein. “Good Reason” is defined as (i) a reduction in Mr. Hazen’s base salary (other than a general reduction that affects all similarly situated employees in substantially the same proportions which is implemented by the Board in good faith after consultation with the chief executive officer and chief operating officer), a reduction in Mr. Hazen’s annual incentive compensation opportunity, or the reduction of benefits payable to Mr. Hazen under the SERP; (ii) a substantial diminution in Mr. Hazen’s title, duties and responsibilities; or (iii) a transfer of Mr. Hazen’s primary workplace to a location that is more than 20 miles from his current workplace (other than, in the case of (i) and (ii), any isolated, insubstantial and inadvertent failure that is not in bad faith and is cured within 10 business days after Mr. Hazen’s written notice to the Company). However, Mr. Hazen may elect to have his covenants not to compete waived by us and forgo all payments and benefits described above other than the Accrued Rights. Pursuant to his employment agreement, in the event of Mr. Hazen’s termination of employment that is not a qualifying termination or a termination due to death or disability, he will only be entitled to Accrued Rights. The same severance applies regardless of whether the termination was in connection with a change in control of the Company. Severance Benefits Specific to Messrs. Rutherford, Foster, Akdamar and McManus Under the Company’s Executive Severance Policy applicable to Messrs. Rutherford, Foster, Akdamar and McManus, if employment is terminated involuntarily by the Company (other than for a reason that would result in him not being eligible for rehire) or by Messrs. Rutherford, Foster, Akdamar or McManus for “good reason” (as defined below), each would be entitled to:

  88. Elements of Compensation – Long-Term Equity Incentive Awards

    | • | Subject to the signing of a separation agreement and general release (which is required unless his termination is part of a planned reduction involving a group or class of employees), an amount equal to 24 months (for Messrs. Rutherford and Foster) or 18 months (for Messrs. Akdamar and McManus) of his base salary in a lump sum payment at his current base salary rate; |

  89. Elements of Compensation – Long-Term Equity Incentive Awards

    | • | Pro rata PEP bonus; and |

  90. Elements of Compensation – Long-Term Equity Incentive Awards

    | • | A lump sum payment equal to the amount needed in order to continue his existing medical coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for 18 months. |

  91. Elements of Compensation – Long-Term Equity Incentive Awards

    “Good Reason” under the Executive Severance Policy is defined as the existence of one or more of the following conditions arising without the consent or willful decision of the executive: (i) a material diminution in the executive’s base compensation (other than a general reduction in base compensation that affects all similarly situated employees), or (ii) a material diminution in the executive’s authority, duties, or responsibilities, or (iii) a transfer of the executive’s primary workplace to a location that is more than thirty five (35) miles from his workplace; provided that “Good Reason” shall not exist unless the executive has provided notice to the Company within 90 days of the initial existence of the condition of the executive’s intention to separate from service as a result of the condition, and the Company has not remedied the condition within 30 days after receiving such notice. Because we believe a termination by the executive for good reason (a constructive termination) is conceptually the same as an actual termination by the Company without cause, we believe it is appropriate to provide severance benefits following such a constructive termination of the named executive officer’s employment. All of our severance provisions are believed to be within the realm of competitive practice and are intended to provide fair and reasonable compensation to the executive upon a termination event. Severance Benefits Applicable to All Named Executive Officers’ Equity Awards Pursuant to the terms of the agreements governing SARs, vested SARs will remain exercisable for 180 days following a termination of the executive’s employment by the Company without cause or by the executive for good reason (as each is defined in the award agreement). Pursuant to the agreements governing the PSU awards, in the event of a termination without a change in control, (i) the awards will be forfeited if the executive terminates employment less than one year into the performance period and (ii) the awards will be eligible to vest on a prorated basis (based on the number of days employed during the performance period and the Company’s actual performance during the performance period) if the executive’s employment is terminated more than one year into the performance period on account of death, disability, retirement, or involuntary termination without cause or by the executive for good reason (as each is defined in the applicable award agreement). Additional information regarding applicable payments under such agreements and policies for the named executive officers is provided under “Narrative Disclosure to 2023 Summary Compensation Table and 2023 Grants of Plan-Based Awards Table — Employment Agreements” and “Potential Payments Upon Termination or Change in Control.” Change in Control Benefits. Beginning in 2015, SAR, PSU and RSU awards granted to the named executive officers under the Stock Incentive Plans are subject to a “double-trigger” for accelerated vesting under certain change in control scenarios. Additional information regarding applicable payments under such agreements for the named executive officers is provided under “Narrative Disclosure to 2023 Summary Compensation Table and 2023 Grants of Plan-Based Awards Table — Employment Agreements” and “Potential Payments Upon Termination or Change in Control.” Recoupment of Compensation. In November 2023, the Committee adopted a Compensation Recoupment Policy applicable to incentive-based compensation awarded to the Company’s executive officers, in compliance with NYSE rules. The policy provides that in the event of a qualifying restatement of the Company’s financial statements that would result in less incentive-based compensation being earned based on the restated financials than was previously paid for the affected financial period, the Company will recoup the previously paid or vested but unearned portion of such compensation from each applicable executive officer. Recoupment under this policy is mandatory, except in very limited circumstances of impracticability, and recoupment does not require a finding of misconduct or that the executive officer was responsible for the accounting error leading to the triggering restatement. In addition to the Compensation Recoupment Policy, pursuant to the terms of our PEP, the Company can also recoup (or “clawback”) incentive compensation paid pursuant to our PEP that was based on (i) achievement of financial results that were subsequently the subject of a restatement due to material noncompliance with any financial reporting requirement under either GAAP or the federal securities laws, other than as a result of changes to accounting rules and regulations, regardless of individual fault; (ii) a subsequent finding that the financial information or performance metrics used by the Committee to determine the amount of the incentive compensation were materially inaccurate, regardless of individual fault; or (iii) a Participant’s conduct which is not in good faith and which materially disrupts, damages, impairs or interferes with the business of the Company and its affiliates. The Committee may also provide for incremental additional payments to then-current executives in the event any restatement or error indicates that such executives should have received higher performance-based payments. The discretionary recoupment provisions set forth in the PEP are separate from and in addition to the Compensation Recoupment Policy and administered by the Committee in the exercise of its discretion and business judgment based on the relevant facts and circumstances. Relocation assistance payments and tax assistance (gross-up) payments on such amounts are also subject to prorated repayment clawback provisions if the named executive officer terminates employment with the Company prior to the second anniversary of his or her hire date. Tax and Accounting Implications. Section 162(m) of the Internal Revenue Code limits the Company’s ability to deduct compensation in excess of $1,000,000 paid to each of our “covered employees.” “Covered employees” include anyone who served as chief executive officer or chief financial officer during any part of a year and the next three most highly compensated named executive officers for that year. In addition, once a person is considered a “covered employee” that person remains a covered employee in all subsequent years, including after the employee leaves our service or changes roles. Effective for tax years beginning after December 31, 2026, the American Rescue Plan Act of 2021 expanded the number of covered employees subject to the Section 162(m) limit to include the next five highest compensated employees; however, this new group of employees will not retain perpetual “covered employee” status and will be determined annually. Prior to the effective date of the Tax Cuts and Jobs Act of 2017 (“TCJA”), the Section 162(m) limit did not apply to performance-based compensation that met certain conditions. The TCJA, however, eliminated the performance-based compensation exception for compensation paid after December 31, 2017, unless such compensation is paid under an arrangement grandfathered from the application of the TCJA. We have determined that we will not necessarily seek to limit executive compensation to amounts deductible under Section 162(m) if we believe such limitation is not in the best interest of our stockholders. While considering the tax implications of its compensation decisions, the Committee believes its primary focus should be to attract, retain, and motivate executives, and align the executives’ interest with those of our stakeholders. The Committee operates its compensation programs with the good faith intention of complying with Section 409A of the Internal Revenue Code. We account for stock based payments with respect to our long-term equity incentive award programs in accordance with the requirements of FASB ASC 718.

  92. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth information regarding the compensation earned by the Chief Executive Officer, the Chief Financial Officer and our other named executive officers during 2023.

  93. 2023 Summary Compensation Table

    | Name and Principal Positions | Year | Salary ($) | Stock Awards ($)(1) | Option/ SAR Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Changes in Pension Value and Non-qualified Deferred Compensation Earnings ($)(4) | All Other Compen- sation ($)(5) | Total ($) | | Samuel N. Hazen | 2023 | $1,512,222 | $6,957,391 | $7,242,825 | $5,026,128 | — | $577,418 | $21,315,984 | | Chief Executive | 2022 | $1,509,751 | $6,026,457 | $6,028,833 | $572,513 | — | $500,172 | $14,637,726 | | Officer | 2021 | $1,480,148 | $6,789,766 | $7,080,841 | $4,477,436 | $451,661 | $355,408 | $20,635,260 | | William B. Rutherford | 2023 | $994,718 | $1,987,898 | $2,069,379 | $2,443,876 | — | $267,179 | $7,763,050 | | Executive Vice President | 2022 | $935,078 | $1,736,717 | $1,736,343 | $260,729 | — | $389,211 | $5,058,078 | | and Chief Financial Officer | 2021 | $916,743 | $1,902,589 | $1,983,090 | $2,039,074 | — | $321,526 | $7,163,022 | | Jon M. Foster | 2023 | $1,000,000 | $1,987,898 | $2,069,379 | $2,443,876 | $1,058,648 | $139,559 | $8,699,360 | | Executive Vice President | 2022 | $917,095 | $1,254,033 | $1,254,064 | $611,912 | — | $111,107 | $4,148,211 | | and Chief Operating Officer | 2021 | $899,113 | $1,412,659 | $1,472,828 | $1,759,877 | $414,896 | $86,729 | $6,046,102 | | Erol R. Akdamar | 2023 | $785,000 | $1,431,398 | $1,490,075 | $1,304,371 | — | $390,017 | $5,400,861 | | President — American Group | | | | | | | | | | Timothy M. McManus | 2023 | $785,000 | $1,431,398 | $1,490,075 | $1,304,541 | — | $571,417 | $5,582,431 | | President — National Group | | | | | | | | |

  94. 2023 Summary Compensation Table

    | (1) PSU awards for 2023 include the aggregate grant date fair value of the PSUs granted during fiscal year 2023 in accordance with FASB ASC 718 as awarded to the named executive officers under the 2020 Stock Incentive Plan assuming a target level of achievement. |

  95. 2023 Summary Compensation Table

    | (2) SAR awards for 2023 include the aggregate grant date fair value of the SARs granted during fiscal year 2023 in accordance with FASB ASC 718 as awarded to the named executive officers under the 2020 Stock Incentive Plan. Assumptions used in the calculations of these amounts are set forth in Note 2 to our consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  96. 2023 Summary Compensation Table

    | (3) Non-Equity Incentive Plan Compensation for 2023 reflects amounts earned for the year ended December 31, 2023 under the 2023 PEP, which amounts were paid in cash in the first quarter of 2024. With respect to the EBITDA weighted portion of the 2023 PEP, the Company and the National Group exceeded the maximum performance level, as adjusted, resulting in a 200% of target payout for the named executive officers, with the exception of Mr. Akdamar, whose EBITDA weighted portion was paid out at 199.97% of his target amount, due to the 50% of his PEP based on the EBITDA of the American Group, which exceeded the target performance level, as adjusted, but did not reach the maximum performance level. With respect to the Quality weighted portion of the 2023 PEP, the Company exceeded the maximum level of performance for the CAUTI, C. diff, SEP-1, the Risk-Adjusted CHOIS Complication and Mortality indices and Press Ganey Emergency Room Patient Overall Rating for emergency room patient experience measures, exceeded the target level of performance for the CLABSI and MRSA measures and HCAHPS Overall Rating for inpatient experience measures, and exceeded the threshold level of performance for the SSI measure. The combined impact of these metrics resulted in a 177.55% of target payout for the quality and care weighted portion of the 2023 PEP. Therefore, pursuant to the terms of the 2023 PEP, awards under the 2023 PEP were paid out to the named executive officers at 195.51% of each named executive officer’s respective target amount, with the exception of Mr. Akdamar, whose award was paid out at 195.48% of his target amount. The terms of the 2023 PEP and adjustments made thereto are described in more detail under “Compensation Discussion and Analysis — Elements of Compensation — Annual Incentive Compensation: PEP.” |

  97. 2023 Summary Compensation Table

    | (4) All amounts for 2023 are attributable to changes in value of the SERP benefits. Assumptions used to calculate these figures are provided under the table titled “2023 Pension Benefits.” The changes in the SERP benefit value during 2023 were impacted mainly by: (i) the passage of time which reflects another year of pay and service; (ii) the discount rate changing from 5.11% to 4.94%, which resulted in an increase in the value; and (iii) the mortality table used for calculating lump sums was updated from the 2022 applicable mortality table to the 2023 applicable mortality table under Internal Revenue Code section 417(e)(3), which resulted in an increase in the value. The impact of these events on the SERP benefit values was: |

  98. 2023 Summary Compensation Table

    | | Hazen | Foster | | Passage of Time | $(1,019,204) | $693,538 | | Discount Rate Change | $661,799 | $299,106 | | Mortality Table Update | $156,691 | $66,004 |

  99. 2023 Summary Compensation Table

    | (5) 2023 amounts generally consist of: |

  100. 2023 Summary Compensation Table

    | • | Matching contributions to our 401(k) Plan and Company accruals for the HCA Restoration Plan as set forth below. |

  101. 2023 Summary Compensation Table

    | | Hazen | Rutherford | Foster | Akdamar | McManus | | HCA 401(k) matching contribution | $22,500 | $22,500 | $22,500 | $22,500 | $22,500 | | HCA Restoration Plan | — | $90,490 | — | $96,609 | $36,999 |

  102. 2023 Summary Compensation Table

    | • | Dividend equivalent payments that became payable upon the vesting of the 2021 PSUs, representing the cash dividends paid per share multiplied by the number of 2021 PSUs outstanding and unpaid as of the March 17, 2021, June 16, 2021, September 16, 2021 and December 14, 2021 dividend record dates (the “2021 Dividend Record Dates”), the March 17, 2022, June 16, 2022, September 16, 2022 and December 14, 2022 dividend record dates (the “2022 Dividend Record Dates”), and the March 17, 2023, June 16, 2023, September 15, 2023 and December 14, 2023 dividend record dates (the “2023 Dividend Record Dates”). |

  103. 2023 Summary Compensation Table

    | | Hazen | Rutherford | Foster | Akdamar | McManus | | Dividend Equivalent Payments on Vested 2021 PSUs | $514,566 | $144,189 | $107,059 | $50,512 | $41,197 |

  104. 2023 Summary Compensation Table

    | • | Matching charitable contributions to eligible 501(c)(3) entities under the Company’s charitable match guidelines based on the named executive officer’s 2023 charitable contributions: |

  105. 2023 Summary Compensation Table

    | | Hazen | Rutherford | Foster | Akdamar | McManus | | Matching charitable contributions | $35,000 | $10,000 | $10,000 | $5,500 | $9,170 |

  106. 2023 Summary Compensation Table

    | • | Personal use of Company aircraft by Mr. Hazen with an estimated incremental cost of $5,352 to the Company. We calculate the aggregate incremental cost of the personal use of Company aircraft based on a methodology that includes the average aggregate cost, on a per occupied seat mile basis, of variable expenses incurred in connection with personal plane usage, including trip-related maintenance, landing fees, fuel, crew hotels and meals, on-board catering, trip-related hangar and parking costs and other variable costs. Because our aircraft are used primarily for business travel, our incremental cost methodology does not include fixed costs of owning and operating aircraft that do not change based on usage. |

  107. 2023 Summary Compensation Table

    | • | Reimbursement of reasonable relocation expenses for Mr. Akdamar in the amount of $214,896 (which includes $49,170 of tax assistance (gross-up) payments) in connection with his promotion to the position of President – American Group, effective January 1, 2023. |

  108. 2023 Summary Compensation Table

    | • | Reimbursement of reasonable relocation expenses for Mr. McManus in the amount of $461,551 (which includes $51,885 of tax assistance (gross-up) payments) in connection with his promotion to the position of President – National Group, effective January 1, 2023. |

  109. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table provides information with respect to awards made under our 2020 Stock Incentive Plan and 2023 PEP during the 2023 fiscal year.

  110. 2023 Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards (#)(2) | | | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options/ SARs(3) | Exercise or Base Price of Option/ SAR Awards ($/sh) | Grant Date Fair Value of Stock/ Option/ SAR Awards | | Name | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Samuel N. Hazen | 1/30/2023 | — | — | — | — | — | — | — | 82,880 | $253.30 | $7,242,825 | | | 1/30/2023 | — | — | — | 6,866 | 27,467 | 54,934 | — | — | — | $6,957,391 | | | N/A | $514,156 | $2,570,778 | $5,141,556 | — | — | — | — | — | — | — | | William B. Rutherford | 1/30/2023 | — | — | — | — | — | — | — | 23,680 | $253.30 | $2,069,379 | | | 1/30/2023 | — | — | — | 1,962 | 7,848 | 15,696 | — | — | — | $1,987,898 | | | N/A | $250,000 | $1,250,000 | $2,500,000 | — | — | — | — | — | — | — | | Jon M. Foster | 1/30/2023 | — | — | — | — | — | — | — | 23,680 | $253.30 | $2,069,379 | | | 1/30/2023 | — | — | — | 1,962 | 7,848 | 15,696 | — | — | — | $1,987,898 | | | N/A | $250,000 | $1,250,000 | $2,500,000 | — | — | — | — | — | — | — | | Erol R. Akdamar | 1/30/2023 | — | — | — | — | — | — | — | 5,684 | $253.30 | $496,721 | | | 1/30/2023 | — | — | — | — | — | — | — | 11,367 | $253.30 | $993,354 | | | 1/30/2023 | — | — | — | 471 | 1,884 | 3,768 | — | — | — | $477,217 | | | 1/30/2023 | — | — | — | 941 | 3,767 | 7,534 | — | — | — | $954,181 | | | N/A | $133,450 | $667,250 | $1,334,500 | — | — | — | — | — | — | — | | Timothy M. McManus | 1/30/2023 | — | — | — | — | — | — | — | 5,684 | $253.30 | $496,721 | | | 1/30/2023 | — | — | — | — | — | — | — | 11,367 | $253.30 | $993,354 | | | 1/30/2023 | — | — | — | 471 | 1,884 | 3,768 | — | — | — | $477,217 | | | 1/30/2023 | — | — | — | 941 | 3,767 | 7,534 | — | — | — | $954,181 | | | N/A | $133,450 | $667,250 | $1,334,500 | — | — | — | — | — | — | — |

  111. 2023 Grants of Plan-Based Awards

    | (1) Non-equity incentive awards granted to each of the named executive officers pursuant to our 2023 PEP for the 2023 fiscal year, as described in more detail under “Compensation Discussion and Analysis — Elements of Compensation — Annual Incentive Compensation: PEP.” The amounts shown in the “Threshold” column reflect the threshold payment, which represents 25% of the amount shown in the “Target” column with respect to the 80% of the 2023 PEP subject to 2023 EBITDA performance and 0% of the amount shown in the “Target” column with respect to the 20% of the 2023 PEP subject to 2023 quality metrics performance. The amount shown in the “Maximum” column is 200% of the amount shown in the “Target” column. Based upon the Company’s performance on the EBITDA metrics, as adjusted, and the quality metrics, pursuant to the terms of the 2023 PEP, awards under the 2023 PEP were paid out to the named executive officers at 195.51% of each named executive officer’s respective target amount, with the exception of Mr. Akdamar, whose award was paid out at 195.48% of his target amount. Under the 2023 PEP for the 2023 fiscal year, Messrs. Hazen, Rutherford, Foster, Akdamar and McManus received cash payments of $5,026,128, $2,443,876, $2,443,876, $1,304,371 and $1,304,541, respectively. Such amounts are reflected in the “Non-Equity Incentive Plan Compensation” column of the 2023 Summary Compensation Table. |

  112. 2023 Grants of Plan-Based Awards

    | (2) PSUs awarded under the 2020 Stock Incentive Plan by the Committee as part of the named executive officer’s long-term equity incentive award. The 2023 PSUs vest based upon on achievement of a cumulative EPS goal for fiscal years 2023 — 2025. The amounts shown in the “Threshold” column reflect the number of PSUs that will vest upon achievement of 90% of Target EPS, which represents 25% of the amount shown in the “Target” column. The amounts shown in the “Target” column reflect the number of PSUs that will vest upon achievement of Target EPS. The amounts shown in the “Maximum” column reflect the number of PSUs that will vest upon achievement of 110% of Target EPS or greater, which represents 200% of the target amount. The terms of the 2023 PSUs are described in more detail under “Compensation Discussion and Analysis — Elements of Compensation — Long-Term Equity |

  113. 2023 Grants of Plan-Based Awards

    | Incentive Awards — Performance Share Units — 2023 Awards.” The aggregate grant date fair value of the 2023 PSUs, in accordance with FASB ASC 718 assuming a target level of achievement, is reflected in the “Stock Awards” column of the 2023 Summary Compensation Table. |

  114. 2023 Grants of Plan-Based Awards

    | (3) SARs awarded under the 2020 Stock Incentive Plan by the Committee as part of the named executive officer’s long-term equity incentive award. The 2023 SARs vest based upon continued employment, in four equal installments on the first four anniversaries of the grant date. The 2023 SARs are reflected in the “All Other Option Awards: Number of Securities Underlying Options/SARs” column. The terms of the 2023 SARs are described in more detail under “Compensation Discussion and Analysis — Elements of Compensation — Long-Term Equity Incentive Awards — Stock Appreciation Rights — 2023 Awards.” The aggregate grant date fair value of the 2023 SARs, in accordance with FASB ASC 718, is reflected in the “Option/Stock Appreciation Right Awards” column of the 2023 Summary Compensation Table. |

  115. Narrative Disclosure to 2023 Summary Compensation Table and 2023 Grants of Plan-Based Awards Table

    Narrative Disclosure to 2023 Summary Compensation Table and 2023 Grants of Plan-Based Awards Table Total Compensation. In 2023, 2022 and 2021, total direct compensation, as described in the 2023 Summary Compensation Table, consisted primarily of base salary, annual PEP awards payable in cash and long-term equity incentive awards. The long-term equity incentive awards granted to the named executive officers each year were structured such that 50% of the target award was granted in the form of time-based SARs, and the other 50% of the target award was granted in the form of PSUs which vest based on achievement of a three-year cumulative EPS goal. This mix was intended to reflect our philosophy that a significant portion of an executive’s compensation should be equity-linked and/or tied to our operating performance. In addition, we provide an opportunity for executives to participate in certain supplemental retirement plans. Messrs. Hazen and Foster participate in the SERP; Messrs. Rutherford, Akdamar and McManus do not participate in the SERP. The change in SERP values included in the Summary Compensation Table do not reflect current cash payments. Rather, payment of SERP benefits are made only following the participants’ retirement. The change in present value of the SERP benefit is based on actuarial factors that are highly sensitive to the passage of time and changes in the discount rate and mortality table and can significantly increase or decrease the SERP values from year to year. For these reasons, the Committee does not consider the change in SERP value to be a part of total direct compensation for any given year prior to retirement or separation from service. In connection with their promotions to the positions of President – American Group and President – National Group, respectively, effective January 1, 2023, Messrs. Akdamar and McManus received certain relocation assistance and related tax assistance to facilitate the transition of their job roles. Annual PEP Awards. With respect to the 2023, 2022 and 2021 fiscal years, each named executive officer was eligible to earn under the 2023 PEP, 2022 PEP and 2021 PEP, respectively, (i) a target bonus, if performance targets were met; (ii) a specified percentage of the target bonus, if “threshold” levels of performance were achieved but performance targets were not met; or (iii) two times the target bonus if “maximum” performance goals were achieved, with the annual bonus amount being interpolated, in the sole discretion of the Committee, for performance results that exceed “threshold” levels but do not meet or exceed “maximum” levels. The annual bonus opportunities for 2023 for the named executive officers were set forth in the 2023 PEP, as described in more detail under “Compensation Discussion and Analysis — Elements of Compensation — Annual Incentive Compensation: PEP.” Stock Appreciation Rights and Performance Share Units. In January 2023, January 2022 and February 2021, time-based SAR awards and EPS performance-based PSU awards were granted to the named executive officers under the 2020 Stock Incentive Plan. In connection with their January 1, 2023 promotions to President – American Group and President – National Group, respectively, Messrs. Akdamar and McManus also received promotional grants of SAR and PSU awards in January 2023, having the same vesting terms as the annual SAR and PSU grants. These SAR and PSU grants were designed to be long-term equity incentive awards. The terms of the SAR and PSU awards are described in detail under “Compensation Discussion and Analysis — Elements of Compensation — Long-Term Equity Incentive Awards.” All SAR and PSU awards held by the named executive officers as of December 31, 2023 are described in the Outstanding Equity Awards at 2023 Fiscal Year-End Table. Employment Agreements and other Compensation Arrangements. In connection with the Merger, on November 16, 2006, Hercules Holding entered into an employment agreement with Mr. Hazen, which agreement was shortly thereafter assumed by HCA Inc., and then in November 2010, to the extent applicable, by HCA Healthcare, Inc. (f/k/a HCA Holdings, Inc.), which governs certain terms of his employment. Mr. Hazen’s employment agreement was amended, effective as of February 9, 2011, January 29, 2015, November 14, 2016, and January 1, 2019 to reflect his appointment to the positions of President — Operations, then Chief Operating Officer, then President and Chief Operating Officer, and then Chief Executive Officer, respectively. The employment agreement with Mr. Hazen was also amended effective January 27, 2016 to remove legacy language providing that the Company and the executive would work together in good faith to try to address any issues posed by Section 280G and 4999 of the Internal Revenue Code that could arise as a result of a change in control of the Company (within the meaning of Section 280G of the Internal Revenue Code). Messrs. Rutherford, Foster, Akdamar and McManus do not have employment agreements with the Company but are subject to the Company’s Executive Severance Policy. Employment Agreement – Mr. Hazen The term of employment under Mr. Hazen’s agreement is indefinite, and it is terminable by either party at any time, provided that Mr. Hazen must give no less than 90 days’ notice prior to a resignation. Mr. Hazen’s employment agreement sets forth his annual base salary, which will be subject to discretionary annual increases upon review by the Board of Directors, and states that Mr. Hazen will be eligible to earn an annual bonus as a percentage of salary with respect to each fiscal year, based upon the extent to which annual performance targets established by the Board of Directors are achieved. Additionally, pursuant to Mr. Hazen’s employment agreement, we agree to indemnify him against any adverse tax consequences (including, without limitation, under Section 409A of the Internal Revenue Code), if any, that result from the adjustment by us of stock options held by Mr. Hazen in connection with the Merger or the future payment of any extraordinary cash dividends. The benefits Mr. Hazen will be entitled to receive pursuant to his employment agreement upon termination of his employment are described in “Compensation Discussion and Analysis — Severance Benefits — Severance Benefits Specific to Mr. Hazen”. Executive Severance Policy – Messrs. Rutherford, Foster, Akdamar and McManus The Company’s Executive Severance Policy applies to Messrs. Rutherford, Foster, Akdamar and McManus if their employment is terminated involuntarily by the Company (other than for a reason that would result in them not being eligible for rehire) or by Messrs. Rutherford, Foster, Akdamar or McManus for “good reason” (as defined in the policy). The severance benefits applicable to Messrs. Rutherford, Foster, Akdamar and McManus under this policy are described in more detail under “Compensation Discussion and Analysis — Severance Benefits — Severance Benefits Specific to Messrs. Rutherford, Foster, Akdamar and McManus.” Additional information with respect to potential payments to the named executive officers pursuant to Mr. Hazen’s employment agreement or other compensation arrangements, the 2020 Stock Incentive Plan and the 2006 Stock Incentive Plan is contained in “Potential Payments Upon Termination or Change in Control.”

  116. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table includes certain information with respect to outstanding SARs, RSUs and PSUs held by the named executive officers as of December 31, 2023.

  117. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Number of Securities Underlying Unexercised Options/ SARs Exercisable (#)(1)(2)(3)(4) | Number of Securities Underlying Unexercised Options/ SARs Unexercisable (#)(2)(3)(4)(5) | Option/ SAR Exercise/ Base Price ($) | Option/ SAR Expiration Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(6)(7) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(8) | | Samuel N. Hazen | 58,050 | — | $69.58 | 1/29/2026 | — | — | | | 84,360 | — | $81.96 | 2/1/2027 | — | — | | | 109,780 | — | $101.16 | 1/31/2028 | — | — | | | 146,620 | — | $139.06 | 1/30/2029 | — | — | | | 129,367 | 43,123 | $145.24 | 1/29/2030 | — | — | | | 65,360 | 65,360 | $173.12 | 2/3/2031 | — | — | | | 21,657 | 64,973 | $236.61 | 1/28/2032 | — | — | | | — | 82,880 | $253.30 | 1/30/2033 | — | — | | | — | — | — | — | 25,470 | $6,894,220 | | | — | — | — | — | 27,467 | $7,434,768 | | William B. Rutherford | 19,100 | — | $69.58 | 1/29/2026 | — | — | | | 56,850 | — | $81.96 | 2/1/2027 | — | — | | | 70,900 | — | $101.16 | 1/31/2028 | — | — | | | 41,320 | — | $139.06 | 1/30/2029 | — | — | | | 33,120 | 11,040 | $145.24 | 1/29/2030 | — | — | | | 18,305 | 18,305 | $173.12 | 2/3/2031 | — | — | | | 6,237 | 18,713 | $236.61 | 1/28/2032 | — | — | | | — | 23,680 | $253.30 | 1/30/2033 | — | — | | | — | — | — | — | 7,340 | $1,986,791 | | | — | — | — | — | 7,848 | $2,124,297 | | Jon M. Foster | 11,955 | — | $69.58 | 1/29/2026 | — | — | | | 27,510 | — | $81.96 | 2/1/2027 | — | — | | | 36,600 | — | $101.16 | 1/31/2028 | — | — | | | 29,330 | — | $139.06 | 1/30/2029 | — | — | | | 26,910 | 8,970 | $145.24 | 1/29/2030 | — | — | | | 13,595 | 13,595 | $173.12 | 2/3/2031 | — | — | | | 4,505 | 13,515 | $236.61 | 1/28/2032 | — | — | | | — | 23,680 | $253.30 | 1/30/2033 | — | — | | | — | — | — | — | 5,300 | $1,434,604 | | | — | — | — | — | 7,848 | $2,124,297 |

  118. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Number of Securities Underlying Unexercised Options/ SARs Exercisable (#)(1)(2)(3)(4) | Number of Securities Underlying Unexercised Options/ SARs Unexercisable (#)(2)(3)(4)(5) | Option/ SAR Exercise/ Base Price ($) | Option/ SAR Expiration Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(6)(7) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(8) | | Erol R. Akdamar | 20,000 | — | $68.96 | 2/4/2025 | — | — | | | 16,440 | — | $69.58 | 1/29/2026 | — | — | | | 17,430 | — | $81.96 | 2/1/2027 | — | — | | | 25,160 | — | $101.16 | 1/31/2028 | — | — | | | 14,670 | — | $139.06 | 1/30/2029 | — | — | | | 12,682 | 4,228 | $145.24 | 1/29/2030 | — | — | | | 6,410 | 6,410 | $173.12 | 2/3/2031 | — | — | | | 2,122 | 6,368 | $236.61 | 1/28/2032 | — | — | | | — | 5,684 | $253.30 | 1/30/2033 | — | — | | | — | 11,367 | $253.30 | 1/30/2033 | — | — | | | — | — | — | — | 2,500 | $676,700 | | | — | — | — | — | 1,884 | $509,961 | | | — | — | — | — | 3,767 | $1,019,652 | | Timothy M. McManus | 14,940 | — | $77.13 | 7/29/2026 | — | — | | | 16,050 | — | $81.96 | 2/1/2027 | — | — | | | 22,870 | — | $101.16 | 1/31/2028 | — | — | | | 13,330 | — | $139.06 | 1/30/2029 | — | — | | | 10,350 | 3,450 | $145.24 | 1/29/2030 | — | — | | | 5,230 | 5,230 | $173.12 | 2/3/2031 | — | — | | | 1,732 | 5,198 | $236.61 | 1/28/2032 | — | — | | | — | 5,684 | $253.30 | 1/30/2033 | — | — | | | — | 11,367 | $253.30 | 1/30/2033 | — | — | | | — | — | — | — | 2,040 | $552,187 | | | — | — | — | — | 1,884 | $509,961 | | | — | — | — | — | 3,767 | $1,019,652 |

  119. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Reflects (i) SARs granted in 2015 which vested on the basis of time; (ii) SARs granted in 2016 which vested on the basis of time; (iii) SARs granted in 2017 which vested on the basis of time; (iv) SARs granted in 2018 which vest on the basis of time; (v) SARs granted in 2019 which vest on the basis of time; (vi) SARs granted in 2020 which vest on the basis of time (the “2020 SARs”); (vii) SARs granted in 2021 which vest on the basis of time (the “2021 SARs”); and (viii) SARs granted in 2022 which vest on the basis of time (the “2022 SARs”). |

  120. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) Reflects 2020 SARs awarded in January 2020 under the 2006 Stock Incentive Plan as part of the named executive officers’ long-term equity incentive award. The 2020 SARs are structured as time vested (vesting in four equal installments on the first four anniversaries of the grant date). The 2020 SARs are reflected in the “Number of Securities Underlying Unexercised Options Unexercisable” column (with the exception of 75% of the 2020 SARs that vested January 29, 2021, 2022 and 2023, which are reflected in the “Number of Securities Underlying Unexercised Options and SARs Exercisable” column). |

  121. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) Reflects 2021 SARs awarded in February 2021 under the 2020 Stock Incentive Plan as part of the named executive officers’ long-term equity incentive award. The 2021 SARs are structured as time vested (vesting in four equal installments on the first four anniversaries of the grant date). The 2021 SARs are reflected in the “Number of Securities Underlying Unexercised Options Unexercisable” column (with the exception of 50% of the 2021 SARS vested February 3, 2022 and 2023, which are reflected in the “Number of Securities Underlying Unexercised Options and SARs Exercisable” column). |

  122. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) Reflects 2022 SARs awarded in January 2022 under the 2020 Stock Incentive Plan as part of the named executive officers’ long-term equity incentive award. The 2022 SARs are structured as time vested (vesting in four equal installments on the first four anniversaries of the grant date). The 2022 SARs are reflected in the “Number of Securities Underlying Unexercised Options Unexercisable” column (with the exception of 25% of the 2022 SARS vested January 28, 2023, which are reflected in the “Number of Securities Underlying Unexercised Options and SARs Exercisable” column). |

  123. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) Reflects 2023 SARs awarded in January 2023 under the 2020 Stock Incentive Plan as part of the named executive officers’ long-term equity incentive award. The 2023 SARs are structured as time vested (vesting in four equal installments on the first four anniversaries of the grant date). The 2023 SARs are reflected in the “Number of Securities Underlying Unexercised Options Unexercisable” column. The terms of the 2023 SARS are described in more detail under “Compensation Discussion and Analysis — Elements of Compensation — Long-Term Equity Incentive Awards — Stock Appreciation Rights — 2023 Awards.” |

  124. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) Reflects the target level PSUs awarded to the named executive officers in January 2022 under the 2020 Stock Incentive Plan. The 2022 PSUs are structured to vest based upon achievement of a cumulative EPS goal for fiscal years 2022 — 2024. These PSU awards will be eligible to vest for performance between the threshold and maximum levels at the end of fiscal year 2024 upon the Committee’s determination of the extent to which the three-year cumulative EPS target has been met. |

  125. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (7) Reflects the target level PSUs awarded to the named executive officers in January 2023 under the 2020 Stock Incentive Plan. The 2023 PSUs are structured to vest based upon achievement of a cumulative EPS goal for fiscal years 2023 — 2025. These PSU awards will be eligible to vest for performance between the threshold and maximum levels at the end of fiscal year 2025 upon the Committee’s determination of the extent to which the three-year cumulative EPS target has been met. The terms of the 2023 PSUs are described in more detail under “Compensation Discussion and Analysis — Elements of Compensation — Long-Term Equity Incentive Awards — Performance Share Units — 2023 Awards.” |

  126. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (8) The market value of the unvested PSUs is calculated at $270.68 per share (the closing price of the Company’s common stock on the NYSE on December 29, 2023). |

  127. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table includes certain information with respect to options exercised by the named executive officers and stock vested during the fiscal year ended December 31, 2023.

  128. Option Exercises and Stock Vested in 2023

    | | Option/SAR Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting(3) | Value Realized on Vesting ($)(4) | | Samuel N. Hazen | 59,000 | $11,158,080 | 94,880 | $24,938,259 | | William B. Rutherford | 64,000 | $12,303,260 | 24,300 | $6,387,012 | | Jon M. Foster | 35,955 | $6,620,533 | 19,740 | $5,188,462 | | Erol R. Akdamar | 35,825 | $6,797,707 | 9,300 | $2,444,412 | | Timothy M. McManus | — | — | 7,600 | $1,997,584 |

  129. Option Exercises and Stock Vested in 2023

    | (1) Messrs. Hazen, Rutherford, Foster and Akdamar elected to exercise 59,000, 64,000, 35,955 and 35,825 SARs, respectively, resulting in net shares realized of 26,792, 29,105, 16,424 and 17,942, respectively. |

  130. Option Exercises and Stock Vested in 2023

    | (2) Represents the difference between the base price of the SARs and the fair market value of the common stock on the date of exercise, which is the closing price of the Company’s common stock on the NYSE on the date of exercise. |

  131. Option Exercises and Stock Vested in 2023

    | (3) Messrs. Hazen, Rutherford, Foster, Akdamar and McManus vested in 94,880, 24,300, 19,740, 9,300 and 7,600 PSUs, respectively, resulting in net shares realized of 58,110, 14,737, 11,972, 6,190 and 5,162 respectively. |

  132. Option Exercises and Stock Vested in 2023

    | (4) Calculated by multiplying the number of shares of stock or units vested by the fair market value of the common stock on the vesting date, which is the closing price of the Company’s common stock on the NYSE on the vesting date. |

  133. 2023 Pension Benefits

    2023 Pension Benefits Our SERP is intended to qualify as a “top-hat” plan designed to benefit a select group of management or highly compensated employees. There are no other defined benefit plans that provide for payments or benefits to any of the named executive officers. Messrs. Hazen and Foster are eligible for normal retirement and are 100% vested in their accrued SERP benefit. Messrs. Rutherford, Akdamar and McManus do not participate in the SERP. Information about benefits provided by the SERP is as follows:

  134. 2023 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service(1) | Present Value of Accumulated Benefit | Payments During Last Fiscal Year | | Samuel N. Hazen | SERP | 41 | $37,189,854 | — | | Jon M. Foster | SERP | 23 | $16,697,613 | — |

  135. 2023 Pension Benefits

    | (1) Years of service are credited up to a maximum of 25 years. |

  136. 2023 Pension Benefits

    Plan Provisions Normal retirement eligibility requires attainment of age 60 for employees who were SERP participants at the time of the change in control which occurred as a result of the Merger, including both Messrs. Hazen and Foster. In the event the employee’s “accrued benefits under the Company’s Plans” (computed using “actuarial factors”) are insufficient to provide the “life annuity amount,” (as such terms are defined below) the SERP will provide a benefit equal to the amount of the shortfall. Benefits can be paid in the form of an annuity or a lump sum. The lump sum is calculated by converting the annuity benefit using the “actuarial factors.” All benefits with a present value not exceeding one million dollars are paid as a lump sum regardless of the election made. The “life annuity amount” is the annual benefit payable as a life annuity to a participant upon normal retirement. It is equal to the participant’s “accrual rate” multiplied by the product of the participant’s “years of service” times the participant’s “pay average.” The SERP benefit for each year equals the life annuity amount less the annual life annuity amount produced by the employee’s “accrued benefits under the Company’s Plans.” The “accrual rate” is a percentage assigned to each participant, and is either 2.2% or 2.4%. Both Messrs. Hazen and Foster are assigned a percentage of 2.4%. A participant is credited with a “year of service” for each calendar year that the participant performs 1,000 hours of service for HCA Inc. or one of its subsidiaries, or for each year the participant is otherwise credited by us, subject to a maximum credit of 25 years of service. A participant’s “pay average” is an amount equal to one-fifth of the sum of the compensation during the period of 60 consecutive months for which total compensation is greatest within the 120 consecutive month period immediately preceding the participant’s retirement. For purposes of this calculation, the participant’s compensation includes base compensation, payments under the PEP, and bonuses paid prior to the establishment of the PEP. The “accrued benefits under the Company’s Plans” for an employee equals the sum of the employer-funded benefits accrued under the former HCA Retirement Plan (which was merged into the HCA 401(k) Plan in 2008), the HCA 401(k) Plan and any other tax-qualified plan maintained by HCA Inc. or one of its subsidiaries, the income/loss adjusted amount distributed to the participant under any of these plans, the account credit and the income/loss adjusted amount distributed to the participant under the HCA Restoration Plan and any other nonqualified retirement plans sponsored by HCA Inc. or one of its subsidiaries. The “actuarial factors” include (a) interest at the long-term Applicable Federal Rate under Section 1274(d) of the Internal Revenue Code or any successor thereto as of the first day of November preceding the plan year in which the participant’s retirement, death, disability, or termination with benefit rights under Section 5.3 or 6.2 of the SERP occurs, and (b) mortality being the applicable Section 417(e)(3) of the Internal Revenue Code mortality table, as specified and changed by the U.S. Treasury Department. Credited service does not include any amount other than service with HCA Inc. or one of its subsidiaries. Assumptions The Present Value of Accumulated Benefit is based on a measurement date of December 31, 2023. The measurement date for valuing plan liabilities on the Company’s balance sheet is December 31, 2023. The assumption is made that there is no probability of pre-retirement death or termination. Retirement age is assumed to be the Normal Retirement Age as defined in the SERP for all named executive officers set forth in the table above, as adjusted by the provisions relating to change in control, or age 60. Age 60 also represents the earliest date the named executive officers set forth in the table above are eligible to receive an unreduced benefit. All other assumptions used in the calculations are the same as those used for the valuation of the plan liabilities in the plan’s most recent annual valuation. Supplemental Information In the event a participant renders service to another health care organization within five years following retirement or termination of employment, he or she forfeits the right to any further payment and must repay any benefits already paid. This non-competition provision is subject to waiver by the Committee with respect to the named executive officers set forth in the table above.

  137. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation Amounts shown in the table below are attributable to the HCA Restoration Plan, an unfunded, nonqualified defined contribution plan designed to restore employer matching benefits, if any, which the participant would have received under the HCA 401(k) Plan if the participant’s contributions to the HCA 401(k) Plan were not limited by the Internal Revenue Code Section 401(a)(17) compensation limit and/or the Internal Revenue Code Section 402(g) contribution limit, based on years of service.

  138. 2023 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year | Registrant Contributions in Last Fiscal Year | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End | | Samuel N. Hazen | — | — | — | — | $889,505 | | William B. Rutherford | — | $90,490 | $280,203 | — | $2,397,786 | | Jon M. Foster | — | — | — | — | $141,770 | | Erol R. Akdamar | — | $96,609 | $175,500 | — | $1,526,431 | | Timothy M. McManus | — | $36,999 | $66,698 | — | $586,510 |

  139. 2023 Nonqualified Deferred Compensation

    Registrant contributions in the last fiscal year as reported in the table above are also included in the 2023 Summary Compensation Table for Messrs. Rutherford, Akdamar and McManus. Portions of the amounts from the column titled “Aggregate Balance at Last Fiscal Year End” have also been reported in the Summary Compensation Tables in prior years. For Mr. Hazen, the amounts previously reported as compensation in the Summary Compensation Tables were $79,510, $101,488, $97,331, $247,060 and $62,004 for the periods 2003, 2004, 2005, 2006 and 2007, respectively. For Mr. Rutherford, the amounts previously reported as compensation in the Summary Compensation Tables were $74,379, $110,380, $151,374, $126,419, $124,887, $228,715, $223,031, $207,305 and $247,174 for the periods 2014, 2015, 2016, 2017, 2018, 2019, 2020, 2021 and 2022, respectively. Plan Provisions Hypothetical accounts for each HCA Restoration Plan participant are credited each year with a contribution designed to restore employer matching benefits, if any, for which the participant would have received under the HCA 401(k) Plan, if the participant’s contributions to the HCA 401(k) Plan were not limited by the Internal Revenue Code Section 401(a)(17) compensation limit and/or the Internal Revenue Code Section 402(g) contribution limit, based on years of service. Since February 1, 2011, hypothetical investment returns on the HCA Restoration Plan accounts of non-SERP participants are based on the actual investment return of the 25-to-Go Fund under the HCA 401(k) Plan. Effective January 1, 2008, participants in the SERP are no longer eligible for HCA Restoration Plan contributions. However, the hypothetical accounts for such participants as of January 1, 2008 continue to be maintained and were increased or decreased with hypothetical investment returns based on the actual investment return of the Mix B fund of the HCA 401(k) Plan through December 31, 2010. Effective January 1, 2011, the hypothetical HCA Restoration Plan accounts for SERP participants were frozen, and no investment earnings were reflected after this date. Executive officers are not allowed to defer compensation under this or any other nonqualified deferred compensation plan. Prior to April 30, 2009, eligible employees made a one-time election prior to participation (or prior to December 31, 2006, if earlier) regarding the form of distribution of the HCA Restoration Plan benefit. Participants chose between a lump sum and five or ten-year installments. All distributions are paid in the form of a lump-sum distribution unless the participant submitted an installment payment election prior to April 30, 2009. Distributions are paid (or begin) during the July following the year of termination of employment or retirement. All balances not exceeding $500,000 are automatically paid as a lump sum, regardless of election. Supplemental Information In the event a named executive officer renders service to another health care organization within five years following retirement or termination of employment, he or she forfeits the rights to any further payment, and must repay any payments already made. This non-competition provision is subject to waiver by the Committee with respect to the named executive officers.

  140. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following tables show the estimated amount of potential severance payable to each of the named executive officers (based upon their respective 2023 base salaries and PEP payments received in 2023 for 2022 performance, for Mr. Hazen, and their respective 2023 base salaries, for Messrs. Rutherford, Foster, Akdamar and McManus, as well as the estimated value of continuing benefits, based on compensation and benefit levels in effect on December 31, 2023), assuming the executive’s employment terminates or the Company undergoes a Change in Control (as defined in the 2006 Stock Incentive Plan and 2020 Stock Incentive Plan and set forth above under “Compensation Discussion and Analysis — Change in Control Benefits”) effective December 31, 2023. Due to the numerous factors involved in estimating these amounts, the actual value of benefits and amounts to be paid can only be determined upon an executive’s termination of employment. As noted above, in the event a named executive officer breaches or violates those certain confidentiality, non-competition and/or non-solicitation covenants contained in his employment agreement or separation agreement, the SERP or the HCA Restoration Plan, certain of the payments described below may be subject to forfeiture and/or repayment. See “Narrative Disclosure to 2023 Summary Compensation Table and 2023 Grants of Plan-Based Awards Table — Employment Agreements and Other Compensation Arrangements,” “2023 Pension Benefits — Supplemental Information,” and “2023 Nonqualified Deferred Compensation — Supplemental Information.”

  141. 2023 CEO Pay Ratio

    2023 CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Samuel N. Hazen, our Chief Executive Officer as of December 31, 2023. The 2023 annual total compensation of the median compensated employee (of all our employees who were employed as of December 31, 2023 and received compensation in 2023, other than Mr. Hazen) was $59,816; and the 2023 annual total compensation of Mr. Hazen was $21,315,984. The ratio of these amounts was 356:1. To determine the annual total compensation of the “median employee”, the methodology and the material assumptions, adjustments and estimates that were used were as follows: As of December 31, 2023, our total population consisted of 306,677 active employees that received compensation in 2023. To identify the median compensated employee, we used a Consistently Applied Compensation Measure (CACM) which included total gross payroll wages received in 2023. Pay was annualized for permanent employees not employed for a full year in 2023. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. After taking the 5% “De Minimis Exemption” adjustment as permitted under SEC rules, we excluded our United Kingdom employees which accounted for 7,294 individuals. We also excluded employees that received $20 or less in total gross payroll wages in 2023, which accounted for 261 employees. Finally, we excluded employees added as a result of acquisitions in 2023, which accounted for 5,224 individuals, as permitted by Section 953(b) of the Dodd-Frank Act. In total, we excluded less than 5% of our total population. Our total population used for the calculation minus these excluded employees was 293,898.

  142. 2023 CEO Pay Ratio

    | | Number of Employees | | De Minimis Exemption | | | Total U.S. Employees | 299,383 | | Total UK Employees | 7,294 | | Total Global Workforce | 306,677 | | Total Exemptions | 7,294 | | Exclusions | | | Total U.S. Employees receiving $20 or less | 261 | | Acquisition Exclusions | 5,224 | | Total Exclusions | 5,485 | | Total Workforce for Median Calculation (excluding Exemptions and Exclusions noted above) | 293,898 |

  143. 2023 Pay Versus Performance Table

    2023 Pay Versus Performance Table The following table sets forth additional compensation information of our Principal Executive Officer (“PEO”) and our non-PEO Named Executive Officers (“non-PEO NEOs”) along with total shareholder return, net income attributable to HCA Healthcare, Inc. and adjusted EBITDA performance results for our fiscal years ending in 2023, 2022, 2021 and 2020. “Compensation actually paid” does not represent the value of cash and shares of the Company’s common stock received by named executive officers during the year, but rather it is an amount calculated under SEC rules and includes, among other things, year-over-year changes in the value of unvested equity based awards. As a result of the calculation methodology required by the SEC, “Compensation actually paid” amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Compensation Discussion and Analysis” section above.

  144. 2023 Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2)(3)(4) | Average Summary Compensation Table Total for non-PEO NEOs (1) | Average Compensation Actually Paid to non-PEO NEOs (2)(3)(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income Attributable to HCA Healthcare, Inc. | Adjusted EBITDA (10) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (9) | | | | 2023 (5) | $21,315,984 | $23,591,845 | $6,861,426 | $7,050,413 | $188.93 | $143.18 | $5,242,000,000 | $12,726,000,000 | | 2022 (6) | $14,637,726 | $9,582,202 | $5,166,993 | $3,405,676 | $165.99 | $140.29 | $5,643,000,000 | $12,067,000,000 | | 2021 (7) | $20,635,260 | $84,568,577 | $5,999,564 | $19,628,647 | $175.93 | $143.09 | $6,956,000,000 | $12,644,000,000 | | 2020 (8) | $30,397,771 | $30,452,042 | $7,041,315 | $7,875,351 | $111.64 | $113.45 | $3,754,000,000 | $10,037,000,000 |

  145. 2023 Pay Versus Performance Table

    | (1) Named executive officers included in the above compensation columns reflect the following: |

  146. 2023 Pay Versus Performance Table

    | Year | PEO | Non-PEO NEOs | | 2023 | Hazen | Rutherford, Foster, Akdamar, McManus | | 2022 | Hazen | Rutherford, Foster, Hall, McAlevey | | 2021 | Hazen | Rutherford, Foster, Hall, Cuffe | | 2020 | Hazen | Rutherford, Foster, Hall, Perlin |

  147. 2023 Pay Versus Performance Table

    | (2) Fair value or change in fair value, as applicable, of equity awards in the “Actually Paid” columns was determined by reference to (1) for PSU awards, closing price on applicable year-end date(s) multiplied by the probability of achievement as of each such date or, in the case of vesting dates, the actual shares earned multiplied by the vesting price, (2) for SAR awards, a Black-Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value for the applicable grant and (3) for RSU awards, the closing price on applicable year-end date(s) or, in the case of vesting dates, the actual vesting price. |

  148. 2023 Pay Versus Performance Table

    | (3) For the portion of “Actually Paid” compensation that is based on year-end stock prices, the following prices were used: $270.68 for 2023 (closing price as of 12/29/23), $239.96 for 2022 (closing price as of 12/30/22), $256.92 for 2021 (closing price as of 12/31/21) and $164.46 for 2020 (closing price as of 12/31/20). |

  149. 2023 Pay Versus Performance Table

    | (4) Amounts for 2020-2022 have been revised from the prior year presentation to value certain PSU awards at the vesting date rather than the performance certification date. |

  150. 2023 Pay Versus Performance Table

    | (5) 2023 “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” reflects the following adjustments from 2023 Total Compensation reported in the Summary Compensation Table: |

  151. 2023 Pay Versus Performance Table

    | | PEO | Average non-PEO NEOs | | 2023 Summary Compensation Table Total | $21,315,984 | $6,861,426 | | Less: Change in Pension & Deferred Compensation Plans | — | $264,662 | | Add: Service Cost of Pension & Deferred Compensation Plans | $723,544 | $135,006 | | Add: Prior Service Cost of Pension & Deferred Compensation Plans | — | — | | Add: Above-Market or Preferential Earnings on Deferred Compensation | — | — | | Less: Equity Award Amounts Reported in Summary Compensation Table | $14,200,216 | $3,489,375 | | Add: FMV of Equity Awards Granted During Current Year & Outstanding/Unvested @ 12/31/23 | $15,028,391 | $3,692,881 | | Add: Change in FMV Equity Awards Granted in Prior Years & Outstanding/Unvested @ 12/31/23 | $(2,830,010) | $(482,970) | | Add: FMV of Equity Awards Granted and Vested in Current Year @ Vesting Date | — | — | | Add: Change in FMV of Equity Awards Granted in Prior Years @ Vesting Date | $3,842,051 | $642,477 | | Less: FMV of Equity Awards @ the End of the Prior Year Failing to Meet Vesting Conditions | — | — | | Less: Dollar Value of Equivalent Payments Reported in Summary Compensation Table | $514,566 | $85,739 | | Add: Dollar Value of Dividends Paid Prior to Vesting Date | $226,667 | $41,399 | | 2023 Compensation Actually Paid | $23,591,845 | $7,050,413 |

  152. 2023 Pay Versus Performance Table

    | (6) 2022 “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” reflects the following adjustments from 2022 Total Compensation reported in the Summary Compensation Table: |

  153. 2023 Pay Versus Performance Table

    | | PEO | Average non-PEO NEOs | | 2022 Summary Compensation Table Total | $14,637,726 | $5,166,993 | | Less: Change in Pension & Deferred Compensation Plans | — | $276,883 | | Add: Service Cost of Pension & Deferred Compensation Plans | $952,610 | $182,990 | | Add: Prior Service Cost of Pension & Deferred Compensation Plans | — | — | | Add: Above-Market or Preferential Earnings on Deferred Compensation | — | — | | Less: Equity Award Amounts Reported in Summary Compensation Table | $12,055,290 | $3,063,442 | | Add: FMV of Equity Awards Granted During Current Year & Outstanding/Unvested @ 12/31/22 | $13,374,858 | $2,698,985 | | Add: Change in FMV Equity Awards Granted in Prior Years & Outstanding/Unvested @ 12/31/22 (4) | $(3,338,709) | $(573,313) | | Add: FMV of Equity Awards Granted and Vested in Current Year @ Vesting Date | — | — | | Add: Change in FMV of Equity Awards Granted in Prior Years @ Vesting Date (4) | $(3,998,784) | $(737,029) | | Less: FMV of Equity Awards @ the End of the Prior Year Failing to Meet Vesting Conditions | — | — | | Less: Dollar Value of Equivalent Payments Reported in Summary Compensation Table | $435,499 | $73,188 | | Add: Dollar Value of Dividends Paid Prior to Vesting Date | $445,290 | $80,563 | | 2022 Compensation Actually Paid | $9,582,202 | $3,405,676 |

  154. 2023 Pay Versus Performance Table

    | (7) 2021 “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” reflects the following adjustments from 2021 Total Compensation reported in the Summary Compensation Table: |

  155. 2023 Pay Versus Performance Table

    | | PEO | Average non-PEO NEOs | | 2021 Summary Compensation Table Total | $20,635,260 | $5,999,564 | | Less: Change in Pension & Deferred Compensation Plans | $451,661 | $103,724 | | Add: Service Cost of Pension & Deferred Compensation Plans | $980,231 | $207,139 | | Add: Prior Service Cost of Pension & Deferred Compensation Plans | — | — | | Add: Above-Market or Preferential Earnings on Deferred Compensation | — | — | | Less: Equity Award Amounts Reported in Summary Compensation Table | $13,870,607 | $3,233,944 | | Add: FMV of Equity Awards Granted During Current Year & Outstanding/Unvested @ 12/31/21 | $34,793,801 | $7,765,175 | | Add: Change in FMV Equity Awards Granted in Prior Years & Outstanding/Unvested @ 12/31/21 (4) | $33,207,890 | $7,116,946 | | Add: FMV of Equity Awards Granted and Vested in Current Year @ Vesting Date | — | — | | Add: Change in FMV of Equity Awards Granted in Prior Years @ Vesting Date (4) | $9,064,316 | $1,834,093 | | Less: FMV of Equity Awards @ the End of the Prior Year Failing to Meet Vesting Conditions | — | — | | Less: Dollar Value of Equivalent Payments Reported in Summary Compensation Table | $335,908 | $67,999 | | Add: Dollar Value of Dividends Paid Prior to Vesting Date | $545,255 | $111,397 | | 2021 Compensation Actually Paid | $84,568,577 | $19,628,647 |

  156. 2023 Pay Versus Performance Table

    | (8) 2020 “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” reflects the following adjustments from 2020 Total Compensation reported in the Summary Compensation Table: |

  157. 2023 Pay Versus Performance Table

    | | PEO | Average non-PEO NEOs | | 2020 Summary Compensation Table Total | $30,397,771 | $7,041,315 | | Less: Change in Pension & Deferred Compensation Plans | $12,266,548 | $2,112,322 | | Add: Service Cost of Pension & Deferred Compensation Plans | $645,000 | $325,250 | | Add: Prior Service Cost of Pension & Deferred Compensation Plans | — | — | | Add: Above-Market or Preferential Earnings on Deferred Compensation | — | — | | Less: Equity Award Amounts Reported in Summary Compensation Table | $13,082,198 | $2,617,165 | | Add: FMV of Equity Awards Granted During Current Year & Outstanding/Unvested @ 12/31/20 | $16,696,602 | $3,335,797 | | Add: Change in FMV Equity Awards Granted in Prior Years & Outstanding/Unvested @ 12/31/20 (4) | $8,028,998 | $1,883,050 | | Add: FMV of Equity Awards Granted and Vested in Current Year @ Vesting Date | — | — | | Add: Change in FMV of Equity Awards Granted in Prior Years @ Vesting Date (4) | $89,497 | $60,407 | | Less: FMV of Equity Awards @ the End of the Prior Year Failing to Meet Vesting Conditions | — | — | | Less: Dollar Value of Equivalent Payments Reported in Summary Compensation Table | $166,818 | $66,927 | | Add: Dollar Value of Dividends Paid Prior to Vesting Date | $109,738 | $25,946 | | 2020 Compensation Actually Paid | $30,452,042 | $7,875,351 |

  158. 2023 Pay Versus Performance Table

    | (9) The Peer Group reflected in the Peer Group Total Shareholder Return is the S&P Health Care Index, as reflected in our 2023 Annual Report on Form the 10-K pursuant to Item 201(e) of Regulation S-K. Each year reflects the cumulative total return assuming $100 invested on December 31, 2019 in our common stock and in the S&P Health Care Index, including the subsequent reinvestment of dividends. |

  159. 2023 Pay Versus Performance Table

    | (10) Adjusted EBITDA was selected by the Compensation Committee as the Company-Selected Measure (“CSM”). It is a non-Generally Accepted Accounting Principles (“GAAP”) financial measure defined as income before depreciation and amortization, interest expense, losses and gains on sales of facilities, losses on retirement of debt, provision for income taxes and net income attributable to noncontrolling interests. Reconciliations of Adjusted EBITDA to the most directly comparable financial measure calculated in accordance with GAAP are included in Appendix A. |

  160. Narrative Disclosure to 2023 Pay Versus Performance Table

    Narrative Disclosure to 2023 Pay Versus Performance Table We believe the “Compensation Actually Paid” in each of the years reported above and over the four-year cumulative period are reflective of the Compensation Committee’s emphasis on “pay-for-performance” as the “Compensation Actually Paid” fluctuated year-over-year, primarily due to the result of our stock performance and our varying levels of achievement against pre-established performance goals under our Performance Excellence Program and our long-term incentive programs. Total Shareholder Return in the above chart, in the case of both the Company and our Peer Companies (S&P Health Care Index), as noted in Footnote 9 of the above Pay Versus Performance Table, reflects the cumulative return of $100 as if invested on December 31, 2019, including reinvestment of any dividends. Measures that were most important to the last fiscal year. The following performance measures reflect the Company’s most important performance measures in effect for 2023, as further described and defined in the Compensation Discussion and Analysis under “Elements of Compensation — Annual Incentive Compensation: PEP” and “Elements of Compensation — Long-Term Equity Incentive Awards — Performance Share Units.”

  161. Narrative Disclosure to 2023 Pay Versus Performance Table

    | • | Adjusted EBITDA |

  162. Narrative Disclosure to 2023 Pay Versus Performance Table

    | • | Earnings Per Share |

  163. Narrative Disclosure to 2023 Pay Versus Performance Table

    | • | Quality of Care |

  164. Narrative Disclosure to 2023 Pay Versus Performance Table

    | • | Patient Experience |