Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On April 9, 2021, the Compensation Committee (the "Committee") of the Board of Directors of HCA Healthcare, Inc. (the "Company") adopted the 2021 Senior Officer Performance Excellence Program (the "Senior Officer PEP"). Under the Senior Officer PEP, the executive officers of the Company shall be eligible to earn performance awards based upon the achievement of certain specified performance targets. The Senior Officer PEP award opportunities for the Company's named executive officers and other executive officers are weighted (i) 80% for the achievement of certain EBITDA (as defined in the Senior Officer PEP) targets and (ii) 20% for the achievement of targets associated with certain quality metrics. The EBITDA weighted portion of the American Group and National Group Presidents' Senior Officer PEP awards is based 50% on Company EBITDA and 50% on EBITDA for their respective Group. The quality weighted portion of the Senior Officer PEP is based on each of the following quality categories: Healthcare-Associated Infections and Core Measures (30%), CHOIS Risk-Adjusted Indices (30%) and Care Experience (40%) (each as defined in the Senior Officer PEP).

Target Senior Officer PEP award opportunities for 2021 for the Company's named executive officers are as follows:





  •   170% of base salary for Samuel N. Hazen, our Chief Executive Officer;




     •    125% of base salary for William B. Rutherford, our Executive Vice
          President and Chief Financial Officer;




  •   110% of base salary for Jon M. Foster, our President - American Group;




  •   110% of base salary for Charles J. Hall, our President - National Group; and




     •    85% of base salary for Jonathan B. Perlin, M.D., our President - Clinical
          Operations Group and Chief Medical Officer.

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, and the criteria included in, awards 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.

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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

10.1          HCA Healthcare, Inc. 2021 Senior Officer Performance Excellence
            Program

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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