DEF 14A of Concentra Group Holdings Parent, Inc., Mar 18, 2025

DEF 14A of Concentra Group Holdings Parent, Inc.

Filed Mar 18, 2025 · FY20240001104659-25-024771

Open on EDGAR

  1. Prohibition of Out of the Money Stock Option or Stock Appreciation Right Buy-Outs

    Prohibition of Out of the Money Stock Option or Stock Appreciation Right Buy-Outs The Company’s equity incentive plans reflect the Company’s existing policy that prohibits the purchase of out of the money stock options or stock appreciation rights for cash or the cancelling of out of the money stock options or stock appreciation rights in exchange for new awards or the lowering of the exercise price of out of the money stock options or stock appreciation rights without the prior approval of the Company’s stockholders.

  2. Concentra Incentive Plans

    Concentra Incentive Plans Concentra Executive Leadership Team Incentive Plan. Our Executive Leadership Team Management Incentive Plan (the “Management Incentive Plan”) provides certain executives, including our NEOs, the opportunity to earn incentive payments based upon the Company’s achievement of certain EBITDA-based targets for the applicable calendar year. Participants in good standing, including the NEOs, are eligible to receive a cash payment equal to a percentage of their base salary times the applicable EBITDA multiplier associated with the Company’s level of EBITDA achievement for the applicable plan year, with payments ranging from 0% up to 110% of the base salary percentage. The EBITDA multiplier is subject to increase through linear interpolation for incremental EBITDA achievement between the applicable pre-determined milestone levels. Under the Management Incentive Plan, participants may earn additional discretionary amounts in excess of 110% of the applicable percentage of base salary based on such participants’ individual contribution to the Company’s success, generally subject to the participant’s continuous employment by the Company through the date of payment. Under the Management Incentive Plan, we have the discretion to adjust any financial target (whether positively or negatively) based on the effects of unusual events or the effects of any acquisition or other factor that we deem to have inappropriately influenced actual performance. For the 2024 plan year, EBITDA targets under the Management Incentive Plan (as outlined in the plan document) range from a minimum of $378,000,000 to a maximum of $385,000,000, with additional discretionary amounts allowed at higher EBITDA levels. Beginning with fiscal year 2025, targets under the Management Incentive Plan will be based both on Adjusted EBITDA and earnings per share. Concentra Executive Leadership Team Long Term Cash Incentive Plan. We sponsor the LTIP for the benefit of certain of our key executives, including the NEOs. The LTIP provides for cash incentive payments at the end of a two-year performance period based upon the per interest equity value of the Company at the end of the performance period. Under the LTIP, participants, including the NEOs, are assigned a target incentive amount which is divided by the per interest equity value of the Company to determine a number of “bonus units” for each such participant. The value of the bonus units at the end of the applicable performance period may increase or decrease from their initial value depending upon the per interest equity value of the Company at the end of the performance period as compared to such value when the number of bonus units were determined. At the end of the two-year performance period, the number of bonus units will be multiplied by the then-current per interest equity value to calculate the payment to be paid to the participant, which will be made in a single lump-sum cash payment no later than March 31 of the year immediately following the performance period to which such incentive amount relates, generally subject to the participant’s continuous employment by the Company through the date of payment. The per interest equity value may be adjusted (upward or downward) to exclude the impact of charges for extraordinary, unusual or non-recurring items (including charges for restructurings and discontinued operations), and for the cumulative effects of any accounting changes. The performance cycle for the period from January 1, 2024 through December 31, 2025 was accelerated and paid based on the per interest equity value as of December 31, 2024. Following the fiscal year 2024 payment, no further awards will be granted under the LTIP and the LTIP will be terminated.

  3. Equity Compensation

    Equity Compensation 2024 Annual Awards. On November 26, 2024, the Human Capital and Compensation Committee awarded restricted shares of the Company’s common stock to each of the NEOs pursuant to the 2024 Plan, with such shares vesting equally on each of the first four anniversaries of the grant date, generally subject to the applicable NEO’s continued employment with the Company through such vesting dates. The number of restricted shares awarded to each NEO is set forth in the table below. The terms of the awards provide for pro-rata vesting of any then-unvested restricted shares of the Company’s common stock in the event that such NEO’s employment is terminated due to death, “disability” (as defined in the 2024 Plan) or upon such NEO’s termination of employment following a “change in control” (as defined in the 2024 Plan).

  4. Equity Compensation

    | Name of Executive | Shares of Restricted Stock Granted | | William K. Newton | 225,000 | | Matthew T. DiCanio | 180,000 | | John A. deLorimier | 60,000 | | John Anderson | 60,000 | | Michael Kosuth | 60,000 | | Su Zan Nelson | 60,000 |

  5. Equity Compensation

    In making such restricted stock grants, the Human Capital and Compensation Committee believed that the annual long-term equity award opportunities for the NEOs were in line with the annual long-term equity award opportunities for their counterparts at comparable companies.

  6. Employment Agreements

    Employment Agreements We have entered into employment agreements or, in the case of Ms. Nelson, an offer letter, with each of the NEOs (together, the “Employment Arrangements”). Each of the Employment Arrangements provide for the basic terms and conditions of the NEOs’ employment. Under the Employment Arrangements, in the event that Ms. Nelson’s or any of Messrs. DiCanio’s, deLorimier’s or Kosuth’s employment is terminated by the Company without “cause” (as defined in the Employment Arrangements) or without “due cause” (in the case of Ms. Nelson), in addition to any earned but unpaid base salary through the date of such termination of employment, such NEOs will receive nine months of continued base salary, other than Mr. DiCanio, who will receive eighteen months of continued base salary and Mr. Kosuth, who will receive ten months of continued base salary, in each case, subject to his or her execution and non-revocation of a release of claims in favor of the Company and continued compliance with certain post-employment restrictive covenants. In such an event, Mr. DiCanio will also receive a payment in respect of any earned but unpaid bonus relating to any full fiscal year completed prior to his termination of employment. In the event that either of Messrs. DiCanio or Kosuth resigns his employment following the Company’s material reduction of their roles and responsibilities or annual base salaries, or only in the case of Mr. DiCanio, upon the occurrence of a change of control of the Company or after the Company has required Mr. DiCanio to relocate to a place more than 50 miles from Addison, Texas, such NEO will be entitled to receive their severance described above. Under his Employment Arrangement, in the event that the Company terminates Mr. Newton’s employment without “cause” (as defined in Mr. Newton’s Employment Arrangement) or in the event that Mr. Newton resigns his employment with the Company for “good reason” (as defined in Mr. Newton’s Employment Arrangement and includes a change of control of the Company), in addition to any earned and unpaid base salary through the date of such termination of employment, payment in respect of any earned and unused vacation time, and reimbursement of unreimbursed business expenses through the date of such termination of employment, Mr. Newton will receive (i) any earned but unpaid bonus relating to any full fiscal year completed prior to such termination of employment, (ii) continuation of his base salary for a period of twenty four months, (iii) a pro rata portion of his annual bonus for the fiscal year in which such termination of employment occurs based on actual performance, and paid when such bonuses would otherwise be paid to Company executives; provided that, if such pro rata bonus described in (iii) is less than the greater of (x) Mr. Newton’s target bonus for the fiscal year that includes his termination of employment or (y) the average of the three annual bonuses paid to Mr. Newton immediately prior to such termination of employment (the greater of (x) or (y), the “severance bonus”), then Mr. Newton will be eligible for an additional payment equal to the positive difference between the severance bonus and the bonus amount payable to Mr. Newton in respect of item (iii) above. The severance payable to Mr. Newton described above is conditioned upon Mr. Newton’s execution and non-revocation of a release of claims in favor of the Company, and his continued compliance with certain post-employment restrictive covenants. Under his Employment Arrangement, in the event that the Company terminates Dr. Anderson’s employment without “cause” (as defined in Dr. Anderson’s Employment Arrangement), in addition to any earned and unpaid base salary through the date of such termination of employment, Dr. Anderson will receive (i) any earned but unpaid bonus relating to any calendar year completed prior to such termination of employment and (ii) continuation of his base salary for up to fifty-two weeks (based on years of service), subject to his execution and non-revocation of a release of claims in favor of the Company and continued compliance with certain post-employment restrictive covenants. In the event that Dr. Anderson resigns his employment following the Company’s failure to comply with any material provision of his Employment Arrangement, a material reduction of his annual base salary, or after the Company has required Dr. Anderson to relocate to a place more than 40 miles from Bingham Farms, Michigan, he will be entitled to receive the severance described above. Under the Employment Arrangements, each NEO is subject to ongoing confidentiality obligations, as well as a two-year post-employment non-competition and non-solicitation restriction (one year for Dr. Anderson in both cases). Additional information regarding the Employment Arrangement with each of our NEOs, including a quantification of amounts that would have been received by each NEO that is currently employed by the Company had their employment terminated on December 31, 2024, is provided in the section titled “Potential Payments upon Termination or Change in Control.”

  7. Summary Compensation Table

    Summary Compensation Table This Summary Compensation Table summarizes the total compensation earned by each NEO for each of the 2024, 2023 and 2022 fiscal years.

  8. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | William K. Newton Chief Executive Officer (Principal Executive Officer) | 2024 | 700,000 | 175,000 | 5,195,250 | 971,250 | 33,661 | 7,075,161 | | | 2023 | 700,000 | — | 999,986 | 1,670,550 | 3,661,491 | 7,032,027 | | | 2022 | 698,077 | — | 1,000,009 | 2,331,000 | 3,394,185 | 7,423,271 | | Matthew T. DiCanio President and Chief Financial Officer (Principal Financial Officer) | 2024 | 550,000 | 175,000 | 4,156,200 | 1,669,458 | 5,715 | 6,556,373 | | | 2023 | 495,192 | — | — | 645,000 | 496,219 | 1,636,411 | | | 2022 | 362,500 | — | — | 506,250 | 462,256 | 1,331,006 | | John A. deLorimier Executive Vice President, Chief Information and Technology Officer | 2024 | 450,000 | — | 1,385,400 | 973,706 | 10,409 | 2,819,515 | | | 2023 | 450,000 | — | — | 435,375 | 495,395 | 1,380,770 | | | 2022 | 450,000 | — | — | 607,500 | 461,012 | 1,518,512 | | John Anderson Executive Vice President, Chief Medical Officer | 2024 | 450,000 | — | 1,385,400 | 973,706 | 7,826 | 2,816,932 | | Michael Kosuth Executive Vice President, Chief Operating Officer – East Group | 2024 | 400,000 | — | 1,385,400 | 945,581 | 16,242 | 2,747,223 | | Su Zan Nelson Executive Vice President, Chief Accounting Officer | 2024 | 375,000 | 75,000 | 1,385,400 | 871,471 | 3,462 | 2,710,333 | | | 2023 | 374,039 | — | — | 362,813 | 506,674 | 1,243,526 | | | 2022 | 350,000 | — | — | 472,500 | 471,230 | 1,293,730 |

  9. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  10. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | Bonus Units (#)(1) | Threshold ($)(2) | Target ($) | Maximum ($)(3) | | | | William K. Newton | | | | | | | | | 2024 RSA Grant | 11/26/2024 | | | | | 225,000 | 5,195,250 | | Concentra Leadership Team Incentive Plan(5) | 1/1/2024 | | 647,500 | 1,295,000 | | | | | Matthew T. DiCanio | | | | | | | | | 2024 RSA Grant | 11/26/2024 | | | | | 180,000 | 4,156,200 | | Concentra Leadership Team Incentive Plan(5) | 1/1/2024 | | 275,000 | 550,000 | | | | | Concentra Executive Leadership Team LTIP | 1/1/2024 | 67,651 | | 550,000 | | | | | Concentra Executive Leadership Team LTIP | 1/1/2023 | 70,419 | | 500,000 | | | | | John A. deLorimier | | | | | | | | | 2024 RSA Grant | 11/26/2024 | | | | | 60,000 | 1,385,400 | | Concentra Leadership Team Incentive Plan(5) | 1/1/2024 | | 168,750 | 337,500 | | | | | Concentra Executive Leadership Team LTIP | 1/1/2024 | 36,900 | | 300,000 | | | | | Concentra Executive Leadership Team LTIP | 1/1/2023 | 42,251 | | 300,000 | | | | | John Anderson | | | | | | | | | 2024 RSA Grant | 11/26/2024 | | | | | 60,000 | 1,385,400 | | Concentra Leadership Team Incentive Plan(5) | 1/1/2024 | | 168,750 | 337,500 | | | | | Concentra Executive Leadership Team LTIP | 1/1/2024 | 36,900 | | 300,000 | | | | | Concentra Executive Leadership Team LTIP | 1/1/2023 | 42,251 | | 300,000 | | | | | Michael Kosuth | | | | | | | | | 2024 RSA Grant | 11/26/2024 | | | | | 60,000 | 1,385,400 | | Concentra Leadership Team Incentive Plan(5) | 1/1/2024 | | 150,000 | 300,000 | | | | | Concentra Executive Leadership Team LTIP | 1/1/2024 | 36,900 | | 300,000 | | | | | Concentra Executive Leadership Team LTIP | 1/1/2023 | 42,251 | | 300,000 | | | | | Su Zan Nelson | | | | | | | | | 2024 RSA Grant | 11/26/2024 | | | | | 60,000 | 1,385,400 | | Concentra Leadership Team Incentive Plan(5) | 1/1/2024 | | 140,625 | 281,250 | | | | | Concentra Executive Leadership Team LTIP | 1/1/2024 | 33,825 | | 275,000 | | | | | Concentra Executive Leadership Team LTIP | 1/1/2023 | 38,730 | | 275,000 | | | |

  11. Grants of Plan-Based Awards

    (1) The amounts reported in this column reflect the number of bonus units granted to the NEOs for the 2024 and 2023 plan cycle under the LTIP, determined based upon a per interest equity value of $8.13 and $7.10, respectively. At the end of the two-year plan cycle, the NEOs would be paid an amount equal to the number of bonus units in this column, multiplied by the per interest equity value, as determined at the end of the plan cycle. See description of plan under “Concentra Executive Leadership Team Long Term Cash Incentive Plan.” (2) The amounts reported in this column represent the threshold bonus opportunity for the NEOs if threshold Adjusted EBITDA ($378,000,000) is achieved. (3) There was no maximum for 2024. (4) The amounts reported in this column represent the restricted stock awards granted to the NEOs under the 2024 Plan on November 26, 2024, which equals the number of shares granted, multiplied by the closing price of the Company’s common stock on the date of grant ($23.09). The amounts reported in this row represent the threshold and target bonus opportunities for the NEOs with respect to 2024 under the Concentra Executive Leadership Team Incentive Plan. See description of plan under “Concentra Leadership Team Incentive Plan.” For 2024, amounts were paid to the NEOs at 75% of their target bonus potential. This reflects an amount between the “Threshold” and “Target” columns.

  12. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End

  13. Outstanding Equity Awards at Fiscal Year End

    | | | Stock Awards(1) | | | Name | Grant Date(1) | Number of Shares or Units of Stock That Have Not Vested(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | William K. Newton | 11/26/2024 | 225,000 | 4,450,500 | | Matthew T. DiCanio | 11/26/2024 | 180,000 | 3,560,400 | | John A. deLorimier | 11/26/2024 | 60,000 | 1,186,800 | | John Anderson | 11/26/2024 | 60,000 | 1,186,800 | | Michael Kosuth | 11/26/2024 | 60,000 | 1,186,800 | | Su Zan Nelson | 11/26/2024 | 60,000 | 1,186,800 |

  14. Outstanding Equity Awards at Fiscal Year End

    (1) These restricted stock awards were granted under the 2024 Plan. (2) Generally subject to the applicable NEO’s continued employment on the vesting date, these shares of restricted stock of the Company vest equally on each of the first four anniversaries of the date of grant. In addition, a pro rated portion of these shares of restricted stock are subject to accelerated vesting in certain events, as described below in the section titled “Potential Payments upon Termination or Change in Control.” (3) Represents the value of unvested shares of restricted stock of the Company, as of December 31, 2024, based on the closing price of the Company’s common stock on December 31, 2024 ($19.78 per share).

  15. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  16. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | William K. Newton | 67,081 | 2,496,084 |

  17. Option Exercises and Stock Vested

    (1) This column represents the number of shares of Select common stock which were vested on November 5, 2024 in connection with the spin-off of the Company from Select. (2) This column represents the product of (x) the number of vested shares of Select, multiplied by (y) the closing market price of Select’s common stock on the date of vesting. The market price of Select’s common stock was $37.21 per share for the vesting date of November 5, 2024.

  18. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Each of our NEOs may be entitled to certain payments upon termination of employment or a change in control, as described below. Termination of Employment Not in Connection with a Change in Control Mr. Newton. As described above, under his Employment Arrangement, in the event that the Company terminates Mr. Newton’s employment without “cause” (as defined in Mr. Newton’s Employment Arrangement) or in the event that Mr. Newton resigns his employment with the Company for “good reason” (as defined in Mr. Newton’s Employment Arrangement and includes a change of control of the Company), in addition to any earned and unpaid base salary through the date of such termination of employment, payment in respect of any earned and unused vacation time, reimbursement of unreimbursed business expenses through the date of such termination of employment and vested amounts or benefits under the Company’s or Select’s employee benefit plans (collectively, the “Final Compensation”), Mr. Newton will receive (i) any earned but unpaid bonus relating to any full fiscal year completed prior to such termination of employment, (ii) continuation of his base salary for a period of twenty four months, (iii) a pro rata portion of his annual bonus for the fiscal year in which such termination of employment occurs based on actual performance, and paid when such bonuses would otherwise be paid to Company executives; provided that, if such pro rata bonus described in (iii) is less than the greater of (x) Mr. Newton’s target bonus for the fiscal year that includes his termination of employment or (y) the average of the three annual bonuses paid to Mr. Newton immediately prior to such termination of employment (the greater of (x) or (y), the “severance bonus”), then Mr. Newton will be eligible for an additional payment equal to the positive difference between the severance bonus and the bonus amount payable to Mr. Newton in respect of item (iii) above. The severance payable to Mr. Newton described above is conditioned upon Mr. Newton’s execution and non-revocation of a release of claims in favor of the Company, and his continued compliance with certain post-employment restrictive covenants. In the event that Mr. Newton’s employment is terminated due to his death or “disability” (as defined in Mr. Newton’s Employment Arrangement), Mr. Newton or his estate will receive the Final Compensation as well as any earned but unpaid bonus relating to any full fiscal year completed prior to such termination of employment. Mr. DiCanio. As described above, under, Mr. DiCanio’s Employment Arrangement, in the event that Mr. DiCanio’s, employment is terminated by the Company without “cause” (as defined Mr. DiCanio’s Employment Arrangement), in addition to any earned but unpaid base salary through the date of such termination of employment, Mr. DiCanio will receive eighteen months of continued base salary, subject to his execution and non-revocation of a release of claims in favor of the Company and continued compliance with certain post-employment restrictive covenants. In such an event, Mr. DiCanio will also receive a payment in respect of any earned but unpaid bonus relating to any full fiscal year completed prior to his termination of employment. In the event that Mr. DiCanio resigns his employment following the Company’s material reduction of his role and responsibilities or annual base salary, or after the Company has required him to relocate to a place more than 50 miles from Addison, Texas, Mr. DiCanio will be entitled to receive the severance described above. Mr. deLorimier. As described above, under Mr. deLorimier’s Employment Arrangement, in the event that Mr. deLorimier’s employment is terminated by the Company without “cause” (as defined in Mr. deLorimier’s Employment Arrangement), in addition to any earned but unpaid base salary through the date of such termination of employment, Mr. deLorimier will receive nine months of continued base salary, subject to his execution and non-revocation of a release of claims in favor of the Company and continued compliance with certain post-employment restrictive covenants. Dr. Anderson. As described above, under Dr. Anderson’s Employment Arrangement, in the event that Dr. Anderson’s employment is terminated by the Company without “cause” (as defined in Dr. Anderson’s Employment Arrangement), in addition to any earned but unpaid base salary through the date of such termination of employment, Dr. Anderson will receive (i) any earned but unpaid bonus relating to any calendar year completed prior to such termination of employment and (ii) continuation of his base salary for a period equal to two weeks per year of service with the Company up to fifty-two weeks, subject to his execution and non-revocation of a release of claims in favor of the Company and continued compliance with certain post-employment restrictive covenants. In the event that Dr. Anderson resigns his employment following the Company’s failure to comply with any material provision of his Employment Arrangement, a material reduction of his annual base salary, or after the Company has required Dr. Anderson to relocate to a place more than 40 miles from Bingham Farms, Michigan, Dr. Anderson will be entitled to receive the severance described above. Mr. Kosuth. As described above, under Mr. Kosuth’s Employment Arrangement, in the event that Mr. Kosuth’s employment is terminated by the Company without “cause” (as defined in Mr. Kosuth’s Employment Arrangement), in addition to any earned but unpaid base salary through the date of such termination of employment, Mr. Kosuth will receive ten months of continued base salary, subject to his execution and non-revocation of a release of claims in favor of the Company and continued compliance with certain post-employment restrictive covenants. In the event that Mr. Kosuth resigns his employment following the Company’s material reduction of his role and responsibilities or annual base salary, Mr. Kosuth will be entitled to receive the severance described above. Ms. Nelson. As described above, under Ms. Nelson’s Employment Arrangement, in the event that Ms. Nelson’s employment is terminated by the Company without “due cause” (as defined in Ms. Nelson’s Employment Arrangement), in addition to any earned but unpaid base salary through the date of such termination of employment, Ms. Nelson will receive nine months of continued base salary, subject to her execution and non-revocation of a release of claims in favor of the Company and continued compliance with certain post-employment restrictive covenants. Set forth in the table below are the amounts that would be payable to each of the NEOs upon termination of employment without cause/due cause, for good reason or due to death or disability, and not in connection with a change in control, assuming that such termination occurred on December 31, 2024.

  19. Potential Payments upon Termination or Change in Control

    | | Without Cause/Without Due Cause | | | | For Good Reason(1) | | | | Death | | Disability | | | Name | Base Salary ($) | Bonus ($)(2) | Pro-Rata Bonus ($)(3) | Equity Pro-Rata Vesting Value ($)(4) | Base Salary ($) | Bonus ($)(2) | Pro-Rata Bonus ($)(3) | Equity Pro-Rata Vesting Value ($) | Bonus ($)(2) | Equity Pro-Rata Vesting Value ($)(4) | Bonus ($)(2) | Equity Pro-Rata Vesting Value ($)(4) | | William K. Newton | 1,400,000 | 971,250 | 2,035,100 | — | 1,400,000 | 971,250 | 2,035,100 | | 971,250 | 106,617 | 971,250 | 106,617 | | Matthew T. DiCanio | 825,000 | 1,669,458 | — | — | 825,000 | 1,669,458 | — | — | — | 85,294 | — | 85,294 | | John A. deLorimier | 337,500 | — | — | — | — | — | — | — | — | 28,431 | — | 28,431 | | John Anderson | 450,000 | 973,706 | — | — | 450,000 | 973,706 | — | — | 973,706 | 28,431 | 973,706 | 28,431 | | Michael Kosuth | 333,333 | — | — | — | 333,333 | — | — | — | — | 28,431 | — | 28,431 | | Su Zan Nelson | 281,250 | — | — | — | — | — | — | — | — | 28,431 | — | 28,431 |

  20. Potential Payments upon Termination or Change in Control

    (1) For purposes of this table, for Mr. Newton, good reason shall be as defined in his Employment Arrangement as described above in Potential Payments upon “Termination or Change in Control: Termination of Employment Not in Connection with a Change in Control — Mr. Newton.” For purposes of this table, for Messrs. DiCanio, Anderson and Kosuth, the term good reason shall mean their respective resignation rights described above in “Termination or Change in Control: Termination of Employment Not in Connection with a Change in Control — Mr. DiCanio,” “Termination or Change in Control: Termination of Employment Not in Connection with a Change in Control — Dr. Anderson” and “Termination or Change in Control: Termination of Employment Not in Connection with a Change in Control — Mr. Kosuth,” respectively. (2) Amounts in this column reflect earned and unpaid bonuses relating to 2024 due to the assumption that the terminations of employment in this table will occur on December 31, 2024. (3) The amount in this column reflects the actual bonus earned by Mr. Newton under the Concentra Executive Leadership Team Incentive Plan for 2024 plus $1,063,850, which equals the difference in the average of Mr. Newton’s prior three annual bonuses and his pro-rata target bonus. The amounts in these columns represent the value of 225,000, 180,000, 60,000, 60,000, 60,000 and 60,000 shares of restricted stock vesting on December 31, 2024, for Messrs. Newton, DiCanio, deLorimier, Anderson, Kosuth and Ms. Nelson, respectively, based on the closing price of the Company’s common stock on December 31, 2024 ($19.78 per share). The number of shares of restricted stock vesting on such date is determined, with respect to each applicable outstanding award, by multiplying the number of shares of restricted stock granted to the applicable NEO under such award by the ratio of (x) the number of days that elapsed from the grant date through December 31, 2024 and (y) the total number of days in the vesting period. Change in Control Because we do not provide tax gross-ups or enhanced severance benefits in the event of a change in control, the amounts set forth above reflect the amounts that would be payable to each of the NEOs upon the occurrence of such terminations of employment in connection with a change in control, assuming that the relevant events occurred on December 31, 2024.

  21. Pay Ratio

    Pay Ratio The Company analyzed the total annual compensation for all of its employees and the employees of its consolidated subsidiaries, other than our Chief Executive Officer, in order to identify the employee with the median total annual compensation. In making this determination, the Company examined only payroll records of individuals who were employed by the Company or one of its consolidated subsidiaries on December 31, 2024. The Company annualized the compensation of individuals who commenced employment after January 1, 2024, but did not apply any other adjustments to the data. After the median compensated employee was identified, that employee’s total annual compensation for fiscal year 2024 was determined in the same manner as if such individual was a named executive officer for 2024 whose compensation was required to be determined in accordance with SEC rules and reported in our “Summary Compensation Table” on page 18. Based on the foregoing, the total annual compensation of such employee, as determined in accordance with SEC rules, was $53,213. As provided in our Summary Compensation Table, the total annual compensation for our Chief Executive Officer for the 2024 fiscal year was $7,075,161, which was 133 times the total annual compensation of our median compensated employee for the 2024 fiscal year. The above figures were reported in accordance with SEC rules. However, the Company believes that a more accurate disclosure would exclude “on-call” employees who have no set work schedule and work only on an as-needed basis, which may be a few times a year. If these “on-call” employees were excluded from the determination of our median compensated employee for the 2024 fiscal year, the total annual compensation of our median compensated employee would be $58,868, resulting in a ratio of the total annual compensation of our Chief Executive Officer to such employee of 120:1. Because a significant amount of our Chief Executive Officer’s compensation for 2024 was in the form of equity compensation, and only a very small number of our employees receive equity compensation, we thought it would be helpful to our stockholders to see how the above ratios are impacted by excluding equity compensation. Excluding equity compensation, the total annual compensation of our median compensated employee remains unchanged and the total annual compensation for our Chief Executive Officer would be $1,879,911, resulting in a ratio of 35:1 if “on-call” employees are included and a ratio of 32:1 if “on-call” employees are not included.

  22. Pay Versus Performance

    Pay Versus Performance The Company’s compensation objectives and philosophy, which are discussed further above, are designed to reward the contributions of its NEOs to the Company’s financial performance and provide compensation which is sufficient to attract and retain individuals who are motivated to contribute to the Company’s financial performance. To achieve these goals, the Company has implemented incentive plans which tie a substantial portion of each NEO’s compensation to pre-determined financial goals. For the year ended December 31, 2024, the most important financial performance measure used by the Company to link executive compensation actually paid to the Company’s financial performance were as follows: i. Adjusted EBITDA The following table summarizes the executive compensation earned by the Company’s Principal Executive Officer (“PEO”) and other NEOs, the executive compensation actually paid to the Company’s PEO and other NEOs, and certain financial performance measures of the Company for the years ended December 31, 2024, the year in which the Company had its initial public offering.

  23. Pay Versus Performance

    | Year(1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) | Average Summary Compensation Table Total for non-PEO NEOs ($) | Average Compensation Actually Paid to non-PEO NEOs ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($) | Adjusted EBITDA ($) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | 2024 | 7,075,161 | 6,330,411 | 3,530,075 | 3,252,035 | 88.24 | 93.19 | 171,897,000 | 376,856,000 |

  24. Pay Versus Performance

    (1) The PEO is William Newton for 2024. The non-PEO NEOs are Matthew DiCanio, John deLorimier, John Anderson, Michael Kosuth and Su Zan Nelson for 2024. The following table outlines the adjustments made to the compensation earned by the Company’s PEO and other NEOs, as presented in the Summary Compensation Table on page 18, to derive the compensation actually paid to the Company’s PEO and other NEOs.

  25. Pay Versus Performance

    | | | Adjustments | | | | | | Year | Summary Compensation Table Total ($) | Less: Reported Value of Stock Awards ($)(1) | Plus: Year End Fair Value of Restricted Stock Awards Granted During the Year ($)(2)(3) | Plus: Change in Fair Value of Outstanding and Unvested Restricted Stock Awards ($)(2)(3) | Plus: Change in Fair Value of Restricted Stock Awards Granted in Prior Years that Vested During the Year ($)(2)(3) | Compensation Actually Paid ($) | | PEO | | | | | | | | 2024 | 7,075,161 | 5,195,250 | 4,450,500 | — | — | 6,330,411 | | Non-PEO NEOs | | | | | | | | 2024 | 3,530,075 | 1,939,560 | 1,661,520 | — | — | 3,252,035 |

  26. Pay Versus Performance

    (1) Represents the grant date fair value of restricted stock awards as reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year. (2) Adjustments are equal to (i) the year-end fair value of restricted stock awards granted during the applicable year that are outstanding and unvested as of the end of the year, (ii) the amount of the change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any restricted stock awards granted in prior years that are outstanding and unvested as of the end of the applicable year, and (iii) for restricted stock awards granted in prior years that vest in the applicable year, an amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year). Restricted stock awards are valued using the market price of our stock. The closing market price of our stock was $19.78 on December 31, 2024. Relationship between Pay and TSR The graph below illustrates the relationship between compensation actually paid to the Company’s PEO and other NEOs, the cumulative total stockholder return (“TSR”) on $100 invested in the Company at the close of the market on July 25, 2024, with dividends being reinvested on the date paid through December 31, 2024, and the cumulative TSR of the S&P Health Care Services Select Industry Index (SPSIHP). The SPSIHP TSR is calculated in a similar manner as the Company’s TSR. Relationship between Pay and Adjusted EBITDA The graph below illustrates the relationship between compensation actually paid to the Company’s PEO and other NEOs and the Company’s Adjusted EBITDA. Relationship between Pay and Net Income The graph below illustrates the relationship between compensation actually paid to the Company’s PEO and other NEOs and the Company’s net income.

  27. Director Compensation

    Director Compensation The Company pays director fees to its non-employee directors. All directors are reimbursed for the expenses they incur in attending meetings of the Board of Directors or Board committees. In fiscal year 2024, non-employee directors received cash compensation in the amount of $12,500 per quarter. The non-employee directors also received $3,000 per Board meeting attended in person and $600 per Board meeting attended telephonically. In addition, non-employee directors received the following fees for their participation on committees of the Board:

  28. Director Compensation

    | Committee | Compensation for Meetings Attended in Person | Compensation for Meetings Attended Telephonically | Additional Compensation for Committee Chairman | | Audit and Compliance Committee | $3,000 ($4,000 if held independent of a Board meeting) | $1,500 | $1,000 per meeting attended in person; $500 per meeting attended telephonically | | Quality of Care and Patient Safety Committee | $2,000 ($3,000 if held independent of a Board meeting) | $1,000 | $1,000 per meeting attended in person; $500 per meeting attended telephonically | | All Other Committees | $1,000 ($2,000 if held independent of a Board meeting) | $500 | N/A |

  29. Director Compensation

    Additional fees may be paid for service on other committees established by the Board of Directors from time to time. Equity Awards On November 26, 2024, the Human Capital and Compensation Committee granted 12,992 shares of restricted stock under the 2024 Plan to each of the Company’s non-employee directors. 50% of each grant (the onboarding grant) vests equally on each of the first five anniversaries of the date of the grant and 50% of each grant (the annual grant) vests after the first anniversary of the date of the grant. Stock Ownership Guidelines The Company’s non-employee directors are required to own shares of the Company’s common stock with a value of at least five times the director’s annual cash compensation (excluding meeting attendance fees). This represents a minimum guideline; ownership of the Company’s stock beyond this level is encouraged. The required share ownership is re-calculated annually on December 31. Directors will have three years from the date of his or her appointment to comply with these guidelines. Additional details on the Company’s stock ownership requirements, which apply to the Company’s directors (as well as to the NEOs), are included in the Section titled “Stock Ownership Guidelines” under “Executive Compensation — Compensation Discussion and Analysis” above. Director Compensation Table The following table shows information concerning the compensation that the Company’s non-employee directors earned during the fiscal year ended December 31, 2024. The quarterly retainers, committee-chair retainers and the attendance fees are payable in cash at the end of each quarter. Directors can elect in advance to have all or part of their quarterly retainer fees paid in fully-vested shares of the Company’s common stock. We note that Mr. Newton does not receive any additional compensation in respect of his board service. Mr. Ortenzio has elected to waive payment of cash compensation in connection with his board service for the term of the Transition Services Agreement between the Company and Select. See “Certain Relationships, Related Transactions and Director Independence — Transition Services Agreement.”

  30. Director Compensation

    | Name | Fees Earned ($) | Stock Awards ($)(1) | Total ($) | | William K. Newton | — | — | — | | Robert A. Ortenzio | — | 299,985 | 299,985 | | Daniel J. Thomas | 44,103 | 299,985 | 344,088 | | Dr. Cheryl Pegus | 37,103 | 299,985 | 337,088 | | Dr. Marc R. Watkins | 42,103 | 299,985 | 342,088 |

  31. Director Compensation

    (1) The dollar amounts reported in this column represent the grant date fair market value (calculated in accordance with ASC 718) of stock awards granted during the 2024 fiscal year. See Note 13 to the Consolidated Financial Statements included in the Annual Report for a discussion of the relevant assumptions used in calculating value pursuant to ASC 718. As of December 31, 2024, the total number of outstanding unvested stock awards held by each director listed in the table above is set forth below.

  32. Director Compensation

    | Name | Shares Outstanding Subject to Unvested Stock Awards (#) | | William K. Newton | — | | Robert A. Ortenzio | 12,992 | | Daniel J. Thomas | 12,992 | | Dr. Cheryl Pegus | 12,992 | | Dr. Marc R. Watkins | 12,992 |

  33. ELECTION OF DIRECTORS PROPOSAL #1

    ELECTION OF DIRECTORS PROPOSAL #1 The Company’s Amended and Restated Bylaws provide that the Company’s business shall be managed by the Board of Directors with at least five, and no more than eleven, members as determined by the Board of Directors. The number of directors may be increased or decreased from time to time by resolution of the Board of Directors. The Company’s Board of Directors is currently comprised of five members. At the 2025 Annual Meeting, the stockholders will elect two Class I directors to hold office until the annual meeting of stockholders in 2028 and until their respective successors have been duly elected and qualified. The Board of Directors is divided into three classes, as nearly equal in number as possible, serving staggered three-year terms, the term of one class of directors to expire each year. The term of the current Class I directors expires at the 2025 Annual Meeting. Upon the recommendation of the Nominating, Governance and Sustainability Committee, the Board of Directors has nominated Daniel J. Thomas and Cheryl B. Pegus. Each individual is currently serving as a director and has indicated a willingness to continue serving as a director. Unless contrary instructions are given, the shares represented by a properly executed proxy will be voted “FOR” the election of Mr. Thomas and Dr. Pegus. The two nominees will be elected if each receives affirmative votes from a majority of the votes cast for such nominee’s election. Should any of the nominees become unavailable to accept election as a director, the persons named in the enclosed proxy will vote the shares that they represent for the election of such other person as the Board of Directors may recommend. Set forth below is information regarding each nominee for director including voluntary self-identification demographic information.

  34. Directors and Nominees

    Directors and Nominees The members of the Board of Directors following the 2025 Annual Meeting, including the nominees for Class I directors, together with certain information about them, are set forth below.

  35. Directors and Nominees

    | Name | Age | Director Since | Term Expires | Positions with the Company | | Class I Directors | | | | | | Daniel J. Thomas | 66 | 2024 | 2025 | Director, Lead Director | | Cheryl B. Pegus | 61 | 2024 | 2025 | Director | | Class II Directors | | | | | | William K. Newton | 61 | 2024 | 2026 | Director, Chief Executive Officer | | Marc R. Watkins | 55 | 2024 | 2026 | Director | | Class III Directors | | | | | | Robert A. Ortenzio | 67 | 2024 | 2027 | Director, Chairman |

  36. Directors and Nominees

    Daniel J. Thomas has served as a director of the Company since June 2024 and as a director of Select since July 2019. Mr. Thomas currently serves on the board of directors of National Partners in Healthcare, Revelohealth and Equalis Group LLC and previously served on the board of directors of Healthcare Highways, Inc. and Accentcare, Inc. In addition, from June 2018 through January 2019, Mr. Thomas served as President and CEO of National Partners in Healthcare. From 2011 until his retirement in 2017, Mr. Thomas served as President, Chief Executive Officer and a board member of Provista, Inc. Prior to Provista, Mr. Thomas served as Chief Executive Officer and a board member of Viant, Inc. Before the formation of Viant, from 1993 through 2007, Mr. Thomas spent 14 years with the Company and held the positions of President, Chief Executive Officer and Chief Operating Officer. Cheryl B. Pegus, MD, MPH has served as a director since July 2024. Dr. Pegus has more than 30 years of experience across the healthcare sector, serving as a member of the Board of Directors of Boston Scientific, and as a partner at Morgan Health focused on improving the quality, affordability and equity of health care. Dr. Pegus is also President of Caluent, LLC, a healthcare analytics and advisory company she has owned since 2012. Dr. Pegus previously served as Executive Vice President of Health & Wellness for Walmart from December 2020 through March 2023, where she led the company’s health care businesses, and served as a senior advisor. Prior to that, Dr. Pegus served as Chief Medical Officer and President of Consumer Health Solutions for Cambia Health Solutions, from September 2018 to December 2020. Dr. Pegus also served as the first Chief Medical Officer of Walgreens from 2010 to 2013, and from 2007 to 2010, as General Manager and Chief Medical Officer of SymCare Personalized Health Solutions, Inc., a diabetes-focused division of Johnson & Johnson. Prior to that, Dr. Pegus served as a Medical Director at Aetna and Pfizer. She began her career in private practice as a cardiologist and currently serves on the boards of a number of charitable and private organizations, including the American Heart Association. Dr. Pegus previously served as a director of Phreesia, Inc., Tactile Systems Technology, Inc. and Cogentix Medical, Inc. Dr. Pegus received her B.A. from Brandeis University, her M.D. from Weill Cornell Medical College, and her M.P.H. from Columbia University Mailman School of Public Health. William K. Newton has served as a director of the Company since June 2024 and has served as our Chief Executive Officer since rejoining in 2015 and our President until 2023. Mr. Newton was also Chairman of the Board of Directors for the Company from 2018 to 2022 when we were part of a joint venture between Select and Welsh Carson and other investors. Prior to 2015, Mr. Newton served in various management and operational roles at the Company and our predecessor, OccuSystems, from 1995 to 2011 and was promoted to President and Chief Operating Officer from 2007 to 2011. In 2011, Mr. Newton moved on to DentalOne Partners as President and Chief Operating Officer. Prior to joining OccuSystems in 1995, Mr. Newton worked for Columbia HCA’s Ambulatory Surgery Division and its predecessor Medical Care International from 1991 to 1995. Prior to 1991, he had served in various accounting and finance roles at The Associates First Capital Corporation and was a CPA with KPMG Peat Marwick. Mr. Newton earned his Bachelor of Business Administration in accounting from Texas A&M University in 1985. Marc R. Watkins, MD has served as a director since July 2024. Dr. Watkins has spent over five years in senior medical oversight roles at Concentra Inc. Dr. Watkins has served as the Chief Medical Officer of Kroger Health since 2018, following a similar role at The Little Clinic from 2015 to 2018. Prior to this, Dr. Watkins held various leadership positions at Concentra, including National Medical Director and Zone Worksite Medical Director. Between 2008 and 2009, he was an Interim Medical Director for the North American division of Nissan Motor Co. Ltd. Between 2003 and 2007, Dr. Watkins was a senior medical officer at a US Marine Corps Station. Between 2005 and 2006 he was group surgeon of Camp Al Asad in Iraq. Dr. Watkins has held over a dozen advisory roles, board seats, or other positions at U.S. healthcare companies and healthcare nonprofits, as well as U.S. educational institutions, including as an adjunct professor in the pharmacy department of the University of Cincinnati. Dr. Watkins earned his M.D. from Meharry Medical College and has a Master of Science in Public Health. Robert A. Ortenzio has served as a director of the Company since June 2024. Mr. Ortenzio co-founded Select and served as Select’s President and Chief Operating Officer from February 1997 to September 2001. Mr. Ortenzio served as Select’s President and Chief Executive Officer from September 2001 to January 1, 2005 and has served as a director of Select since February 1997. On January 1, 2014, Mr. Ortenzio was appointed as Select’s Executive Chairman and Co-Founder. Mr. Ortenzio was an Executive Vice President and a director of Horizon/CMS Healthcare Corporation from July 1995 until July 1996. In 1986, Mr. Ortenzio co-founded Continental Medical Systems, Inc., and served in a number of different capacities, including as a Senior Vice President from February 1986 until April 1988, as Chief Operating Officer from April 1988 until July 1995, as President from May 1989 until August 1996 and as Chief Executive Officer from July 1995 until August 1996. Before co-founding Continental Medical Systems, Inc., Mr. Ortenzio was a Vice President of Rehab Hospital Services Corporation.