Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Target Senior Officer PEP award opportunities for 2023 for the Company's named executive officers1 are as follows:
• 170% of base salary for
• 125% of base salary forWilliam B. Rutherford , our Executive Vice President and Chief Financial Officer; • 125% of base salary forJon M. Foster , our Executive Vice President and Chief Operating Officer; and • 85% of base salary forMichael R. McAlevey , our Senior Vice President and Chief Legal Officer. 1Charles J. Hall retired as President -National Group , effectiveDecember 31, 2022 , and will not participate in the Senior Officer PEP.
With respect to the EBITDA weighted portion of the Senior Officer PEP, participants will receive 100% of the EBITDA weighted portion of the target award for target performance, 25% of the EBITDA weighted portion of the target award for a minimum acceptable (threshold) level of performance, and a maximum of 200% of the EBITDA weighted portion of the target award for maximum performance. With respect to the quality weighted portion of the Senior Officer PEP, participants will receive 100% of the quality weighted portion of the target award applicable to each individual 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 individual quality of care metric for performance at or below the minimum (threshold) level of performance for such metric and a maximum of 200% of the quality weighted portion of the target award applicable to each individual quality of care metric for maximum performance for such metric; provided, that, in the event the Company's actual EBITDA is less than 90% of such target level of EBITDA, there will be no payment with respect to the quality weighted portion of the Senior Officer PEP.
Awards pursuant to the Senior Officer PEP will be paid solely in cash. No payments will be made for performance below specified threshold amounts. Payouts between threshold and target or target and maximum will be calculated by the Committee in its sole discretion using straight-line interpolation. The Committee may make adjustments to the terms and conditions of awards, the performance criteria, and/or associated targets under the Senior Officer PEP in recognition of unusual or nonrecurring events affecting a participant or the Company, or the financial statements of the Company, or in certain other instances specified in the Senior Officer PEP. In addition, in the event the applicable governmental agency adjusts any of the definitions of the quality of care metrics during the performance period, appropriate adjustments shall be made to the targets, or results, or both, to properly account for such changes, in the Committee's sole discretion. Awards pursuant to the Senior Officer PEP are also subject to recovery or adjustment by the Company in certain circumstances in which the operating results on which the payment was based were restated or otherwise adjusted or in the event a participant's conduct is not in good faith and materially disrupts, damages, impairs or interferes with the business of the Company and its affiliates. Any award granted pursuant to the Senior Officer PEP shall also be subject to mandatory repayment by the participant to the Company as set forth in the Senior Officer PEP.
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The foregoing description of the Senior Officer PEP does not purport to be complete and is qualified in its entirety by reference to the Senior Officer PEP, a copy of which is attached to this report as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1HCA Healthcare, Inc. 2023 Senior Officer Performance Excellence Program 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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