DEF 14A of U S Physical Therapy Inc /NV
Filed Apr 16, 2026 · FY20250001140361-26-014952
PROPOSAL 1 — ELECTION OF DIRECTORS
PROPOSAL 1 — ELECTION OF DIRECTORS The accompanying proxy card, unless marked to the contrary, will be voted in favor of the election of Christopher J. Reading, Kathleen A. Gilmartin, Dr. Bernard A. Harris, Jr., Michael G. Mayrsohn, Anne B. Motsenbocker, Regg E. Swanson and Peter F. Minan. All of these nominees, except Mr. Minan, are current directors standing for re-election at the Annual Meeting to serve until the next annual meeting of stockholders or until their successor is elected and qualified. The Governance and Nominating Committee, which consists solely of directors who are independent under the applicable New York Stock Exchange (“NYSE”) listing standards, recommended the nomination of six of the Company’s current directors and Mr. Minan. Two of the Company’s current directors, Nancy J. Ham and Clayton K. Trier, have chosen to retire from the Company's Board of Directors and therefore are not standing for re-election. The Company, the directors and the executive management team are forever grateful for the many contributions over the years by Ms. Ham and Mr. Trier. Based on that recommendation, the Board nominated each of the foregoing seven nominees recommended by the Governance and Nominating Committee for election at the Annual Meeting. The Board of Directors has affirmatively determined that Mr. Swanson, Dr. Harris, Mr. Minan and Mses. Gilmartin and Motsenbocker, are independent under the NYSE listing standards. Mr. Reading, who is an executive officer of the Company, and Mr. Mayrsohn, who is an executive officer of one of the Company’s subsidiaries, Metro MSO LLC (“Metro”), were determined not to be independent under the NYSE listing standards. The nominees for director are:
PROPOSAL 1 — ELECTION OF DIRECTORS
| Nominees: | Age | Director Since | Position(s) Held | | Christopher J. Reading | 62 | 2004 | Chairman of the Board of Directors and Chief Executive Officer | | Kathleen A. Gilmartin | 74 | 2018 | Director | | Dr. Bernard A. Harris, Jr. | 69 | 2005 | Lead Independent Director | | Anne B. Motsenbocker | 64 | 2022 | Director | | Regg E. Swanson | 72 | 2007 | Director | | Michael G. Mayrsohn | 39 | 2025 | Chief Executive Officer of Metro | | Peter F. Minan | 64 | N/A | Director |
PROPOSAL 1 — ELECTION OF DIRECTORS
Director Biographies:
Race/Ethnicity: African American
Race/Ethnicity: African American Dr. Bernard A. Harris joined our Board in 2005 and has served as our Lead Independent Director since May 2024. Since 2018, Dr. Harris has served as Chief Executive Officer and Managing Partner of Vesalius Ventures, Inc. He currently serves on the boards of Raytheon Technologies (NYSE: RTX), Solventum (NYSE: SOLV) and MassMutual. He served as a trustee/director for Salient and Barings investment funds. He also served as a board member for the National Academies of Science, Engineering and Medicine - Board on Health Sciences Policy, and is currently on the boards of the Texas Medical Center, Astronaut Scholarship Foundation and the Harris Foundation, which he founded. Dr. Harris is a former NASA astronaut, has logged more than 438 hours and traveled over 7.2 million miles in space. He was a mission specialist on the space shuttle Columbia in 1993 and a payload commander on space shuttle Discovery in 1995. He completed a residency in internal medicine at the Mayo Clinic, a National Research Council Fellowship in endocrinology at the NASA Ames Research Center and trained as a flight surgeon at the United States Air Force School of Aerospace Medicine. He is a fellow of the American College of Physicians, and a member of the American Academy of Arts and Sciences.
Kathleen A. Gilmartin
Kathleen A. Gilmartin
Independent Director since 2018
Independent Director since 2018
Chairperson of the Compensation Committee
Chairperson of the Compensation Committee
Age: 74
Age: 74
Race/Ethnicity: Caucasian
Race/Ethnicity: Caucasian
Gender: Female
Gender: Female Ms. Gilmartin joined our Board in May 2018. Ms. Gilmartin is the former President and Chief Executive Officer of Caring Brands International and Interim HealthCare Inc., providers of home healthcare, skilled nursing, therapy and hospice care. Ms. Gilmartin’s career spanned twenty-five years with Interim HealthCare Inc. where she served as President and Chief Executive Officer from September 2008 until her retirement in February 2017. Ms. Gilmartin served as a director of Caring Brands International and Interim Healthcare, Inc. from February 2017 through October 2021. Ms. Gilmartin served as a director of the Research Institute for Home Care (formerly the Alliance of Home Health Quality and Innovation), a non-profit, national consortium of home health care providers and organizations from 2009 through 2023. Since December 2022, Ms. Gilmartin has served as a director of Harmar Mobility LLC, a manufacturer of specialty mobility products and provider of a range of mobility and accessibility solutions. Ms. Gilmartin also serves as a director since December 2022 for 101 Mobility LLC, a national network of franchised providers that install and service mobility devices and solutions in client homes throughout the U.S. Ms. Gilmartin also serves as a director since November 2023, for Elevate Care International, a national network of franchised providers of non-medical personal care in the U.S., U.K., Canada and Ireland. Also, Ms. Gilmartin is a Registered Nurse.
Board Leadership Structure
Board Leadership Structure Our Board currently is led by Mr. Reading as Chairman, and Dr. Harris as Lead Independent Director, along with four other independent directors and one director who is not independent. Based on Mr. Reading’s significant knowledge of the Company and strong leadership qualities, the Board continues to believe that combining the roles of Chairman and Chief Executive Officer, along with the presence of a strong Lead Independent Director, is in the best interests of the Company and its stockholders to promote the pursuit for the Company’s business objectives and strategic growth plans. As the Lead Independent Director, Dr. Harris has the responsibilities set forth in the Lead Independent Director Charter. Dr. Harris has served as a director since 2005 and as Lead Independent Director since May 2024. The Board continues to believe that Mr. Reading’s service as both Chairman of the Board and Chief Executive Officer puts him in the best position to execute our business strategy and business plans to maximize shareholder value. Because Mr. Reading has primary management responsibility with respect to the day-to-day business operations of the Company, he is best able to ensure that regular meetings of the Board are focused on the most important issues facing us at any given time. Our Board leadership structure also demonstrates to all our stakeholders (stockholders, employees, customers and communities around the country) that we are under strong leadership, with Mr. Reading setting the tone and having primary management responsibility. The Lead Independent Director and other independent directors actively oversee Mr. Reading’s management of our operations and strategy execution. They will continue to take an active role in overseeing the Company’s management and key issues related to strategy, risk, integrity, compensation and governance. For example, only independent directors serve on the Audit Committee, Compensation Committee, Compliance Committee, and Governance and Nominating Committee. Independent directors regularly hold executive sessions outside the presence of the Chief Executive Officer and other Company employees. Finally, as detailed below, the Lead Independent Director has many important duties and responsibilities that enhance the independent oversight of management. The Lead Independent Director chairs all meetings of the independent directors and executive sessions of the independent directors and also has other authority and responsibilities, including:
Board Leadership Structure
| • | presiding at all meetings of the Board of Directors in the absence of, or upon the request of, the Chairman of the Board; |
Board Leadership Structure
| • | advising the Chairman of the Board regarding the agendas for meetings of the Board of Directors and information to be sent to the Board of Directors in connection with such meetings; |
Board Leadership Structure
| • | calling meetings of independent directors; |
Board Leadership Structure
| • | advising the Chief Executive Officer, as appropriate, on issues discussed at executive sessions of non-management and/or independent directors; |
Board Leadership Structure
| • | serving as principal liaison between the Chairman and the independent directors; |
Board Leadership Structure
| • | being available, as appropriate, for consultation and direct communication with stockholders; |
Board Leadership Structure
| • | having the authority to retain outside advisors and consultant who report directly to the Board of Directors on Board-wide issues; and |
Board Leadership Structure
| • | recommending to the Governance and Nominating Committee and to the Chairman, selection for the membership and chairman position for each Board committee. |
Board Leadership Structure
We believe our Board’s leadership structure is best suited to the needs of the Company and that the strength of our Lead Independent Director position, the number and strength of our independent directors, and our overall governance practices positions the Company for continued strong leadership and growth.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation Table – Year
Director Compensation Table – Year The following table discloses the cash retainer and other cash fees, equity awards and other compensation earned, paid or awarded, as the case may be, to each of the Company’s directors who are not NEOs during the fiscal year ended December 31, 2025.
Director Compensation Table – Year
| Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Option Awards | Non-equity Incentive plan compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | Kathleen A. Gilmartin | $85,000 | $149,431 | $— | $— | $— | $— | $234,431 | | Nancy J. Ham | $65,000 | $149,431 | $— | $— | $— | $— | $214,431 | | Dr. Bernard A. Harris, Jr. | $120,000 | $149,431 | $— | $— | $— | $— | $269,431 | | Anne B. Motsenbocker | $80,000 | $149,431 | $— | $— | $— | $— | $229,431 | | Regg E. Swanson | $85,000 | $149,431 | $— | $— | $— | $— | $234,431 | | Clayton K. Trier | $80,000 | $149,431 | $— | $— | $— | $— | $229,431 | | Michael Mayrsohn(3) | $— | $— | $— | $— | $— | $180,700 | $180,700 |
Director Compensation Table – Year
| (1) Includes Retainer Fee, as well as Lead Independent Director and Chair fees which are described above. |
Director Compensation Table – Year
| (2) Amounts shown are the grant date fair value of the awards computed in accordance with FASB ASC Topic 718, which amounted to $79.40 per share. Assumptions used in the calculation of these amounts are included in “Note 17 — Equity Based Plans” of the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K filed with SEC on February 27, 2026. |
Director Compensation Table – Year
| (3) Other compensation represents compensation received by Mr. Mayrsohn in his role as CEO of Metro, a subsidiary of the Company. Mr. Mayrsohn does not receive any additional compensation for being a director. |
COMPENSATION DISCUSSION AND ANALYSIS
| • | Compensate executive officers within market standards. We believe that competitive pay, together with our significant growth opportunities and employee-centered corporate culture, allow us to attract and retain top-quality executives. To ensure the competitiveness of our compensation levels within the comparable markets for executive talent, we review our executive compensation program in comparison to pertinent market data and specified peer companies. |
Compensation Policies and Practices
| • | Well-Balanced Compensation Program. The structure of our executive compensation program includes a balanced mix of cash and equity compensation with a strong emphasis on performance-based and at-risk compensation. |
Compensation Policies and Practices
| • | Capped Annual Incentive Award Opportunities. The value of our NEO incentive awards is determined by performance-based metrics that promote long-term stockholder value. |
Compensation Policies and Practices
| • | Multi-Year Vesting Periods. Our vesting periods enhance retention and alignment with stockholders’ interests, our long-term incentive awards are comprised of time-based and performance-based equity awards that vest over multiple years. |
Compensation Policies and Practices
| • | Competitive Compensation Practices. The competitiveness of our executive compensation program is monitored annually by comparison to a group of peer companies that are comparable based on industry, revenue, market capitalization and other factors. |
Compensation Policies and Practices
| • | Double-Trigger Change in Control Benefits. Restricted stock grants are subject to “double trigger” vesting in connection with a change in control (i.e., awards that require a qualifying termination of employment in addition to a change in control in order to become fully vested). |
Compensation Policies and Practices
| • | Limited Perquisites. We provide our NEOs with limited perquisites that are narrowly tailored to enhance our retention of talent over the long term. |
Compensation Policies and Practices
| • | Material Non Public Information. The Company does not consider material nonpublic information (MNPI) when determining the timing or attributes of equity awards and the Company does not time its disclosure of MNPI for the purpose of impacting the value of equity awards. |
Role of the Independent Consultant
Role of the Independent Consultant The Compensation Committee has the authority to retain a consultant or obtain advice from external legal, accounting or other advisors to assist in the evaluation of executive compensation. The Company retained Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant during 2025. Meridian provides executive and director compensation consulting services, including advice regarding the design and implementation of compensation programs, market information, regulatory updates and analyses, and trends on executive compensation and benefits. Interactions between Meridian and management are generally limited to discussions on behalf of the Compensation Committee or as required to fulfill requests at the Committee’s direction. During 2024, Meridian did not provide any other services to the Company. Based on these factors, the Company’s evaluation of Meridian’s independence pursuant to the requirements approved and adopted by the SEC and NYSE, and information provided by Meridian, the Company determined that the work performed by Meridian did not raise any conflicts of interest.
Benchmarking
Benchmarking To ensure that our executive compensation program is competitive, the Compensation Committee engaged Meridian to review data regarding executive compensation at peer group companies. The Compensation Committee uses the comparative peer group data as a point of reference for compensation, but not as the determinative factor. The purpose of the comparison data is not to supplant the analyses of internal pay equity, wealth accumulation and the individual performance of the executive officers that the Compensation Committee considers when making compensation decisions. The Compensation Committee has full discretion in determining the nature and extent of the use of comparative compensation data, including to elect not to use the data at all. There are very few directly comparable, publicly-traded peer companies in our sector, so in determining our peer group, we selected companies with similar industry focus, business complexity, and size and operating characteristics. The most recent targeted peer group consisted of the following companies:
Benchmarking
| • | Surgery Partners, Inc. |
Benchmarking
| • | Astrana Health, Inc. |
Benchmarking
| • | Concentra Group Holdings, Inc. |
Benchmarking
| • | The Pennant Group, Inc. |
Benchmarking
| • | Corvel Corporation |
Benchmarking
| • | Enhabit, Inc. |
Benchmarking
| • | RadNet, Inc. |
Benchmarking
| • | Addus HomeCare Corporation |
Benchmarking
| • | Cross Country Healthcare, Inc. |
Benchmarking
| • | National Healthcare Corp. |
Benchmarking
For each of these companies, the Compensation Committee reviewed base salary information, annual cash incentives, annual equity incentives, and other compensation. In addition, the Compensation Committee reviews and considers the pay for performance and benchmarking information relating to the Company’s prior fiscal year. The Compensation Committee considered the relative portion of overall executive compensation consisting of equity compensation as compared to cash compensation, objective versus subjective measures, and how the Company compared to the other publicly-traded companies in areas such as shareholder return, revenue and Adjusted EBITDA growth. Adjusted EBITDA is defined as earnings before interest income, interest expense, taxes, depreciation and amortization, changes in valuation of put-right liability, and contingent earn-out consideration, equity-based awards compensation expense, asset impairment charges and other extraordinary or unusual items, and the related portion for non-controlling interests. Considering all these factors and comparable company information, the Compensation Committee determined that the 2025 compensation program for the NEOs appropriately motivates the Company’s executives to manage the Company effectively and in a manner that is in the best interests of the Company and its stockholders.
Annual Cash Incentive Compensation
Annual Cash Incentive Compensation Based on individual and Company performance, incentive compensation opportunities are available to a wide range of our employees. We believe that incentive compensation is effective in reinforcing both the overall values of our Company and our specific operating goals. Incentive compensation programs are designed to focus employees’ attention on our key performance goals, to identify the expected levels of performance and to reward individuals who meet or exceed our expectations. The aggregate amounts available for incentive awards are determined by our overall financial performance. The actual awards paid to individual recipients, other than to executive officers, are formulated by management, generally payable on an annual basis and reviewed by the committee prior to payment. The committee formulates and determines incentive awards for NEOs. See “Summary Compensation Table” below. For 2025, the Company’s Chief Executive Officer, Chief Financial Officer, President and Chief Operating Officer, Chief Operating Officer — West and Executive Vice President and General Counsel (the “2025 Executive Participants”) were eligible to receive cash bonus awards and/or shares of restricted common stock under the Company’s Objective Cash/RSA Bonus Plan and Discretionary Cash/RSA Bonus Plan. For a detailed description of these plans, see the Company’s Current Report on Form 8-K filed with the SEC on March 28, 2025. Under the Objective Cash/RSA Bonus Plan, the 2025 Executive Participants were eligible to earn a bonus award, payable in cash and/or restricted common stock at the discretion of the Compensation Committee, having a value of up to 100% of base salary for the Mr. Reading and up to 75% of their respective base salaries for the other 2025 Executive Participants, dependent upon the Company achieving Adjusted EBITDA in the range of $88,000,000 to $95,000,000. In determining Adjusted EBITDA for purposes of the Objective Cash/RSA Bonus Plan, the Objective Cash/RSA Bonus Plan provides that such determination shall be made before interest income, interest expense, taxes, depreciation and amortization, changes in valuation of put-right liability, and contingent earn-out consideration, equity-based awards compensation expense, and other extraordinary or unusual items, and related portion for non-controlling interests. Based on the Adjusted EBITDA for the year ended 2025 of $95,010,000, Objective Cash/RSA Bonus awards equal to 100% of base salary for Mr. Reading and 75% of base salary for the other 2025 Executive Participants was paid on March 4, 2026, to the 2025 Executive Participants. Under the Discretionary Cash/RSA Bonus Plan, the Executive Participants were eligible to receive cash bonus awards and/or shares of restricted stock as determined by the Compensation Committee, having a value of up to 50% of their respective base salaries. The criteria established for each of the 2025 Executive Participants considered by the Compensation Committee in determining the respective awards for 2025 (the “2025 Executive Subjective Criteria”) were as follows: Chris Reading – CEO
Annual Cash Incentive Compensation
| 1. | Company and Board Leadership. |
Annual Cash Incentive Compensation
| a. | Ensure that the Board and its Committees have adequate resources, communication and structure to carry out their critical functions. |
Annual Cash Incentive Compensation
| b. | Ensure smooth transition for the audit chair role and ensure adequate resources and construct for each board committee. |
Annual Cash Incentive Compensation
| c. | Ensure newly elected directors are provided with the necessary onboarding and mentorship to successfully transition into board roles. |
Annual Cash Incentive Compensation
| d. | Ensure that the Company’s strategy is focused on creating long-term value for shareholders and stakeholders alike and that the execution around those initiatives is done in a way as to uphold the Company’s long-established standards for integrity, communication and patient-centered care. |
Annual Cash Incentive Compensation
| 2. | Expand the Company’s development opportunities from de novo and acquired physical therapy and industrial injury prevention services (“IIP”) companies to also include partnerships with hospital systems for the purpose of market stability, rate enhancement and long-term growth opportunities. |
Annual Cash Incentive Compensation
| 3. | Work to successfully obtain a long-term electronic medical record (“EMR”)/billing platform solution. |
Annual Cash Incentive Compensation
| 4. | Maintain the stability and cohesion of the Company’s management team as we work through a challenging environment for the long-term good of the shareholders. |
Annual Cash Incentive Compensation
| 5. | Maintain an environment of compliance, accountability and integrity in all that we do. |
Annual Cash Incentive Compensation
Eric Williams – President and COO East
Annual Cash Incentive Compensation
| 1. | Ensure cost and revenue alignment to achieve Company’s operating plan in physical therapy and IIP business segments. |
Annual Cash Incentive Compensation
| 2. | Implement a Company-wide initiative to broaden the adoption of artificial intelligence and virtual technologies designed to improve productivity and leverage labor costs in the clinics, while enhancing revenue generation with the expansion of homecare, cash-based programs, and hospital system relationships. |
Annual Cash Incentive Compensation
| 3. | Enhance EMR platform scalability, functionality, and longevity through the execution of a multi-year EMR agreement ensuring long-term support on our current platform and a manageable path towards an externally hosted environment. |
Annual Cash Incentive Compensation
| 4. | Training, development, and acquisition of key reports to ensure that the Company has necessary depth in important operational and support areas for succession and growth-related objectives. |
Annual Cash Incentive Compensation
| 5. | Maintain effective compliance and cybersecurity culture. Further develop trust-based relationships across all regions with emphasis on top partner groups to ensure buy-in with key initiatives and objectives. |
Annual Cash Incentive Compensation
Carey Hendrickson – CFO
Annual Cash Incentive Compensation
| 1. | Net rate improvements in non-Medicare payor categories through strategic negotiations and revenue cycle management, with increases more than offsetting reductions in Medicare. |
Annual Cash Incentive Compensation
| 2. | Maintain effective cost discipline across the Company with total operating costs per visit and corporate costs maintained at budgeted levels. |
Annual Cash Incentive Compensation
| 3. | Successful onboarding of Senior Vice President/Finance and Accounting with sufficient stability in the finance/accounting department to maintain high level of partner and corporate responsiveness. Maintaining adequate oversight of direct reports for accuracy, accountability of important work-product. |
Annual Cash Incentive Compensation
| 4. | Successful implementation of Accounts Payable technology to improve efficiency of payables process, selection of new G/L accounting system and substantive progress in the implementation of such system. |
Annual Cash Incentive Compensation
| 5. | Maintain accuracy and accountability in financial reporting, supported by effective controls and processes while also ensuring a clean audit. |
Annual Cash Incentive Compensation
Graham Reeve – COO West
Annual Cash Incentive Compensation
| 1. | Ensure cost and revenue alignment to achieve Company’s operating plan in physical therapy and IIP business segments. |
Annual Cash Incentive Compensation
| 2. | Implement a Company-wide initiative to broaden the adoption of artificial intelligence and virtual technologies designed to enhance patient care service delivery, productivity, and leverage labor costs. |
Annual Cash Incentive Compensation
| 3. | Create and maintain an effective leadership development, succession and relationship integration to ensure seamless transition to accommodate growth and succession related changes. |
Annual Cash Incentive Compensation
| 4. | Execute a Company-wide initiative to enhance physical therapy, revenue generation through the growth and expansion of homecare programs and hospital system relationships, and ensure effective acquisition related due diligence and integration coordination and execution. |
Annual Cash Incentive Compensation
| 5. | Maintain effective compliance and cybersecurity culture. |
Annual Cash Incentive Compensation
Rick Binstein – EVP/General Counsel
Annual Cash Incentive Compensation
| 1. | Coordinate with CEO and other executives to facilitate growth through development. |
Annual Cash Incentive Compensation
| 2. | Coordinate with and assist the Company’s Chief Compliance Officer in compliance related matters to maintain an effective compliance culture. |
Annual Cash Incentive Compensation
| 3. | Manage and operate legal department in a manner which successfully supports the Company’s partners and corporate/infrastructure needs. |
Annual Cash Incentive Compensation
| 4. | Assist CEO and other executives in evaluating new opportunities for growth, including acquisitions and strategic hospital relationships. |
Annual Cash Incentive Compensation
| 5. | Coordinate and maintain corporate records and board of directors related matters. |
Annual Cash Incentive Compensation
The Compensation Committee considered the performance of the 2025 Executive Participants against these criteria. Based on the review and scoring by the Compensation Committee of each of these criteria, the Compensation Committee awarded a bonus to each of the 2025 Executive Participants as a percentage of the maximum award value (i.e., maximum of 50% of base salary) as follows: Mr. Reading — 100% of the maximum award value; Mr. Reeve — 100% of the maximum award value; Mr. Williams — 100% of the maximum award value; Mr. Hendrickson — 80% of the maximum award value; and Mr. Binstein — 100% of the maximum award value. Accordingly, the Compensation Committee determined that the following awards would be paid in cash and as follows: Mr. Reading: $1,004,250; Mr. Williams: $502,125; Mr. Reeve: $482,812; Mr. Hendrickson: $386,250; and Mr. Binstein: $318,750. These cash bonuses were paid on March 4, 2026.
Long-term Equity Incentive Awards
Long-term Equity Incentive Awards The Objective Cash Bonus Plan, Discretionary Cash Bonus Plan, Objective Long-Term Incentive Plan, and Discretionary Long-Term Incentive Plan for 2025, collectively, are hereinafter referred to as the “2025 Executive Incentive Plan.” The Stock Incentive Plan is intended to align employee and outside director interests with stockholders’ interests, to provide incentives to our key employees by encouraging their ownership of our common stock and to aid us in attracting and retaining key employees, upon whose efforts our success and future growth depends. Equity grants are made at the discretion of the committee, which administers the Company’s equity compensation plans. The objective of such long-term equity-based awards, which generally vest over four years, is primarily to incentivize management and key employees for future performance rather than to reward specific past performance. Individual grant sizes are primarily determined based on the employee’s duties and level of responsibility and his or her ability to exert significant influence and make meaningful contributions to the overall future success of the Company and, to a lesser degree, organizational and individual performance. At the discretion of the committee, and based on the recommendation of management, equity grants may also be used as an incentive for candidates recruited to fill key positions and for existing employees who receive significant promotions with increased responsibilities. For the 2025 year, the 2025 Executive Participants were eligible to receive awards consisting of shares of restricted common stock under the Company’s Objective Long-Term Incentive Plan and Discretionary Long-Term Incentive Plan. For a detailed description of these plans, see the Company’s Current Report on Form 8-K filed with the SEC on March 28, 2025. Under the Objective Long-Term Incentive Plan, Mr. Reading was eligible to earn up to 12,500 shares of restricted common stock, Mr. Williams was eligible to earn up to 7,500 shares of restricted common stock, and Messrs. Reeve, Hendrickson and Binstein each were eligible to earn up to 5,000 shares of restricted common stock, dependent upon the Company achieving Adjusted EBITDA in the range of $88,000,000 to $95,000,000. In determining Adjusted EBITDA for purposes of the Objective Cash/RSA Bonus Plan, the Objective Cash/RSA Bonus Plan provides that such determination shall be made before interest income, interest expense, taxes, depreciation, and amortization, changes in revaluation of put-right liability, equity-based awards compensation expense, and other extraordinary or unusual items, and related portion for non-controlling interests. Based on the Adjusted EBITDA of $95,010,000 for 2025, Mr. Reading was awarded 12,500 shares of restricted common stock under this Objective Long-Term Incentive Plan, Mr. Williams was awarded 7,500 shares of restricted common stock under this Objective Long-Term Incentive Plan and Messrs. Reeve, Hendrickson and Binstein each were awarded 5,000 shares of restricted common stock under this Objective Long-Term Incentive Plan. Under the Discretionary Long-Term Incentive Plan, Mr. Reading was eligible to earn up to 12,500 shares of restricted common stock, Mr. Willams was eligible to earn up to 7,500 shares of restricted common stock, and Messrs. Reeve, Hendrickson and Binstein each were eligible to earn up to 5,000 shares of restricted common stock, based upon a subjective determination of the committee. The committee determined for each 2025 Executive Participant such executive’s achievement of his respective Executive Subjective Criteria. Based on this review, the Compensation Committee determined that the achievement score for each of the 2025 Executive Participants was as follows: Mr. Reading — 100% of the maximum award value; Mr. Williams — 100% of the maximum award value; Mr. Reeve — 100% of the maximum award value; Mr. Hendrickson — 100% of the maximum award value; and Mr. Binstein — 100% of the maximum award value. For 2025, pursuant to the Discretionary Long-Term Incentive Plan, Mr. Reading was awarded 12,500 shares of restricted common stock, Mr. Williams was awarded 7,500 shares of restricted common stock, Mr. Reeve was awarded 5,000 shares of restricted common stock, Mr. Hendrickson was awarded 5,000 shares of restricted common stock, and Mr. Binstein was awarded 5,000 shares of restricted common stock under the Discretionary Long-Term Incentive Plan. All shares of restricted common stock under the Equity Incentive Plans were granted on February 23, 2026, with restrictions on these shares lapsing evenly over 16 quarters starting on May 20, 2026.
Post-Employment Benefits
Post-Employment Benefits We have entered into employment agreements with our NEOs that provide for the payment of severance and other post-termination benefits depending on the nature of the termination, including severance payments in the event of a termination following a “change in control.” The committee believes that the terms and conditions of these agreements are reasonable and assist us in retaining the executive talent needed to achieve our objectives. In particular, the termination agreements, in the event of a “change in control,” help executives focus their attention on the performance of their duties in the best interests of the stockholders without being concerned about the consequences to them of a change in control and help promote continuity of senior management. Information regarding the specific payments that are applicable to each termination event, as well as the effect on unvested equity awards, is provided under the heading “Executive Compensation — Post Termination/Change-in-Control Benefits” below.
Employment Agreements, Severance and Change in Control Benefits
Employment Agreements, Severance and Change in Control Benefits The Company has entered into employment agreements with each of its executive officers.
Employment Agreements, Severance and Change in Control Benefits
| • | In 2019, the Company entered into an amended and restated employment agreement with Mr. Reading, which presently expires on December 31, 2027, and provides for automatic two-year renewals as of the expiration of the current term. |
Employment Agreements, Severance and Change in Control Benefits
| • | In 2018, the Company entered into an employment agreement with Mr. Reeve, which presently expires on February 28, 2028, and provides for an automatic two-year renewal as of the expiration of the current term. |
Employment Agreements, Severance and Change in Control Benefits
| • | In 2020, the Company entered into an employment agreement with Mr. Williams, which presently expires on July 1, 2027, and provides for an automatic two-year renewal as of the expiration of the current term. |
Employment Agreements, Severance and Change in Control Benefits
| • | In 2020, the Company entered into an employment agreement with Mr. Hendrickson, which presently expires on November 8, 2026, and provides for an automatic two-year renewal as of the expiration of the current term. As noted previously, Mr. Hendrickson resigned from his positions with the Company effective as of April 24, 2026. |
Employment Agreements, Severance and Change in Control Benefits
| • | In 2022, the Company entered into an amended and restated employment agreement with Mr. Binstein, which expires on March 22, 2028, and provides for an automatic two-year renewal as of the expiration of the current term. |
Employment Agreements, Severance and Change in Control Benefits
Each of the employment agreements may be terminated by the Company prior to the expiration of their respective terms for cause or without cause, and due to the death or disability of the Executive Officer, as well as by the Executive Officer for good reason or based a disability. In the event of (A) an involuntary termination by the Company without “cause” (as defined in each of the Employment Agreements) or (B) a voluntary termination by the Executive Officer for “good reason” (as defined in each of the Employment Agreements), the affected Executive Officer is entitled to receive (1) salary continuation for two years, based on his base compensation then in effect, (2) the greater of: (a) the bonus paid or payable to the Executive Officer with respect to the last fiscal year completed prior to such termination, or (b) the average of the bonuses paid to the Executive Officer over the last three fiscal years of employment ending with the last fiscal year prior to such termination, (3) the Executive Officer’s accrued but unused vacation days, (4) an immediate acceleration of vesting for all outstanding equity incentive awards, and (5) medical insurance benefits currently in effect for the twenty-four months following such termination. If an Employment Agreement is terminated based on a qualified disability (as described in the Employment Agreements), the terminated Executive Officer is entitled to receive a lump-sum payment equal to two times such Executive Officer’s base compensation then in effect, as well as an immediate acceleration of vesting for all outstanding equity incentive awards. If an Employment Agreement is terminated based on the death of an Executive Officer, the Executive Officers’ estate (or his heirs) will receive a lump-sum payment equal to such Executive Officers base compensation then in effect, and all outstanding equity incentive awards held by such Executive Officer shall immediately vest. Finally, in the event of a termination of employment in connection with a “change in control” (as defined in the Employment Agreements), Messrs. Reading, Hendrickson, Reeve, Williams, and Binstein, as applicable, will be entitled to (A) a change of control benefit of $500,000 for Mr. Reading and $283,333 for Messrs. Hendrickson, Reeve, Williams and Binstein, and (B) the immediate acceleration of vesting for all outstanding equity incentive awards held by such individual. The employment agreement also provides for certain non-competition and non-solicitation covenants that extend up to two years after termination of employment. Messrs. Reading, Hendrickson, Reeve, Williams and Binstein’s employment agreements may each be terminated by the Company prior to the expiration of their term. See “Executive Compensation — Post Termination/Change-in-Control Benefits” below for a detailed discussion of the termination and change in control provisions contained in these agreements. We do not have any additional executive retention and severance arrangements or change in control agreements with our NEOs.
Employment Agreements
Employment Agreements Mr. Reading joined our Company in November 2003 as Chief Operating Officer, was promoted to President and Chief Executive Officer in 2004, and became Chairman of the Board of Directors and Chief Executive Officer in May 2024. Under his employment agreement with us, Mr. Reading’s annual base salary is subject to adjustment by the Compensation Committee. For the last three years, his annual base salary was $960,000 (during 2023), $975,000 (during 2024), and $1,004,250 (during 2025) and further increased to $1,065,409 effective as of January 1, 2026. During each of 2023, 2024 and 2025, Mr. Reading participated in an executive incentive plan specific to such year that was approved by the Compensation Committee and filed with the SEC on Form 8-K. In accordance with such executive incentive plans, Mr. Reading (i) was paid a cash bonus of $777,600 and was granted 16,200 shares of restricted stock for 2023, and (ii) was paid a cash bonus of $770,250 and was granted 20,250 shares of restricted stock for 2024. For 2025, Mr. Reading was paid a cash bonus of $1,506,375 on March 4, 2026, and was granted 25,000 shares of restricted stock on February 23, 2026. Mr. Williams joined our Company on July 1, 2021 as Chief Operating Officer – East and was promoted to President effective as of May 21, 2024. Under his employment agreement with us, Mr. Williams’ annual base salary is subject to adjustment by the Compensation Committee. Mr. Williams’ annual base salary was $540,000 (during 2023), $650,000 (during 2024) and $669,500 (during 2025) and was further increased to $689,585 effective as of January 1, 2026. During each of 2023, 2024 and 2025, Mr. Williams participated in an executive incentive plan specific to such year that was approved by the Compensation Committee and filed with the SEC on Form 8-K. In accordance with such executive incentive plans, Mr. Williams (i) was paid a cash bonus of $437,400 and was granted 8,100 shares of restricted stock for 2023 and (ii) was paid a cash bonus of $481,000 and was granted 12,150 shares of restricted stock for 2024. For 2025, Mr. Williams was paid a cash bonus of $836,875 on March 4, 2026 and was granted 15,000 shares of restricted stock on February 23, 2026. Mr. Reeve joined our Company in March 2018 as Chief Operating Officer–East. Under his employment agreement with us, Mr. Reeve’s annual base salary is subject to adjustment by the Compensation Committee. Mr. Reeve’s annual base salary was $605,000 (during 2023), $625,000 (during 2024) and $643,750 (during 2025) and was further increased to $663,063 effective as of January 1, 2026. During each of 2023, 2024 and 2025, Mr. Reeve participated in an executive incentive plan specific to such year that was approved by the Compensation Committee and filed with the SEC on Form 8-K. In accordance with such executive incentive plans, Mr. Reeve (i) was paid a cash bonus of $490,050 and was granted 8,100 shares of restricted stock for 2023, and (ii) was paid a cash bonus of $462,500 and was granted 8,100 shares of restricted stock for 2024. For 2025, Mr. Reeve was paid a cash bonus of $804,687 on March 4, 2026, and was granted 10,000 shares of restricted stock on February 23, 2026. Mr. Hendrickson joined our Company in November 2020 as Chief Financial Officer. Under his employment agreement with us, Mr. Hendrickson’s annual base salary is subject to adjustment by the Compensation Committee. Mr. Hendrickson’s annual base salary was $480,000 (during 2023), $500,000 (during 2024) and $515,000 (during 2025) and was further increased to $525,300 effective as of January 1, 2026. During each of 2023, 2024 and 2025, Mr. Hendrickson participated in an executive incentive plan specific to such year that was approved by the Compensation Committee and filed with the SEC on Form 8-K. In accordance with such executive incentive plans, Mr. Hendrickson (i) was paid a cash bonus of $388,800 and was granted 8,100 shares of restricted stock for 2023, and (ii) was paid a cash bonus of $370,000 and was granted 8,100 shares of restricted stock for 2024. For 2025, Mr. Hendrickson was paid a cash bonus of $592,250 on March 4, 2026 and was granted 10,000 shares of restricted stock on February 23, 2026. Mr. Binstein joined our Company in May 2011 as Vice President, General Counsel and Secretary, and was promoted to Executive Vice President in 2022. Mr. Binstein’s annual base salary was $375,000 (during 2023), $400,000 (during 2024) and $425,000 (during 2025) and was further increased to $515,000 effective as of January 1, 2026. During each of 2023, 2024 and 2025, Mr. Binstein participated in an executive incentive plan specific to such year that was approved by the Compensation Committee and filed with the SEC on Form 8-K. In accordance with such executive incentive plans, Mr. Binstein (i) was paid a cash bonus of $303,750 and was granted 8,100 shares of restricted stock for 2023 and (ii) was paid a cash bonus of $336,000 and was granted 8,100 shares of restricted stock for 2024. For 2025, Mr. Binstein was paid a cash bonus of $531,250 on March 4, 2026 and was granted 10,000 shares of restricted stock on February 23, 2026.
Summary Compensation Table – Years Ended 2023 to 2025
Summary Compensation Table – Years Ended 2023 to 2025 The following table sets forth the compensation paid or accrued for services rendered in all capacities on behalf of the Company during 2025, 2024 and 2023 to the NEOs employed during 2025.
Summary Compensation Table – Years Ended 2023 to 2025
| Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Option Awards ($) | Non- Equity Incentive Plan Compen- sation(2) ($) | Non- Qualified Deferred Compen- sation Earnings ($) | All Other Compen- sation(3) ($) | Total ($) | | Christopher J. Reading Chief Executive Officer | 2025 | 1,003,125 | 1,955,250 | — | 1,506,375 | — | 3,564 | 4,468,314 | | | 2024 | 974,422 | 1,888,440 | — | 770,250 | — | 3,564 | 3,636,676 | | | 2023 | 958,731 | 1,632,482 | — | 777,600 | — | 3,564 | 3,372,377 | | Carey P. Hendrickson Chief Financial Officer | 2025 | 514,423 | 782,100 | — | 592,250 | — | 3,564 | 1,892,337 | | | 2024 | 499,231 | 755,376 | — | 370,000 | — | 3,564 | 1,628,171 | | | 2023 | 479,365 | 816,241 | — | 388,800 | — | 3,564 | 1,687,970 | | Graham D. Reeve Chief Operating Officer - West | 2025 | 643,029 | 782,100 | — | 804,687 | — | 3,564 | 2,233,380 | | | 2024 | 624,231 | 755,376 | — | 462,500 | — | 3,564 | 1,845,671 | | | 2023 | 604,193 | 816,241 | — | 490,050 | — | 2,322 | 1,912,806 | | Eric J. Williams President, Chief Operating Officer - East | 2025 | 688,750 | 1,173,150 | — | 836,875 | — | 3,564 | 2,702,339 | | | 2024 | 645,769 | 1,133,064 | — | 481,000 | — | 3,564 | 2,263,397 | | | 2023 | 537,193 | 816,241 | — | 437,400 | — | 2,322 | 1,793,156 | | Richard S. Binstein Executive Vice President, General Counsel and Secretary | 2025 | 424,038 | 782,100 | — | 531,250 | — | 6,448 | 1,743,836 | | | 2024 | 399,039 | 755,376 | — | 336,000 | — | 3,564 | 1,493,979 | | | 2023 | 373,654 | 816,241 | — | 303,750 | — | 3,564 | 1,497,209 |
Summary Compensation Table – Years Ended 2023 to 2025
| (1) For 2025, stock awards were granted in accordance with the 2025 Executive Incentive Plan as shares of restricted stock under the terms of the 2003 Plan as follows: Mr. Reading was awarded 12,500 shares of restricted common stock, Mr. Williams was awarded 7,500 shares and Messrs. Reeve, Hendrickson and Binstein each were awarded 5,000 shares of restricted common stock pursuant to the Objective Long-Term Incentive Plan. Mr. Reading was awarded 12,500 shares. Mr. Williams was awarded 7,500 shares and Messrs. Reeve, Hendrickson, and Binstein were each awarded 5,000 shares (pursuant to the Discretionary Long-Term Incentive Plan). |
Summary Compensation Table – Years Ended 2023 to 2025
For 2024, stock awards were granted in accordance with the 2024 Executive Incentive Plan as shares of restricted stock under the terms of the 2003 Plan as follows: Mr. Reading was awarded 7,750 shares of restricted common stock, Mr. Williams was awarded 4,650 shares and Messrs. Reeve, Hendrickson and Binstein each were awarded 3,100 shares of restricted common stock pursuant to the Objective Long-Term Incentive Plan. Mr. Reading was awarded 12,500 shares. Mr. William was awarded 7,500 shares and Messrs. Reeve, Hendrickson, and Binstein were each awarded 5,000 shares (pursuant to the Discretionary Long-Term Incentive Plan). For 2023, stock awards were granted in accordance with the 2023 Executive Incentive Plan as shares of restricted stock under the terms of 2003 Plan as follows: Mr. Reading was awarded 6,200 shares of restricted common stock, and Messrs. Williams, Reeve, Hendrickson and Binstein each were awarded 3,100 shares of restricted common stock pursuant to the Objective Long-Term Incentive Plan. Mr. Reading was awarded 10,000 shares . Messrs. Reeve, Williams, Hendrickson, and Binstein were each awarded 5,000 shares (pursuant to the Discretionary Long-Term Incentive Plan).
Summary Compensation Table – Years Ended 2023 to 2025
| (2) For 2025, the amounts represent the cash bonuses earned under the 2025 Executive Incentive Plan and paid in March 2026. For 2024, the amounts represent the cash bonuses earned under the 2024 Executive Incentive Plan and paid in March 2025. For 2023, the amounts represent the cash bonuses earned under the 2023 Executive Incentive Plan and paid in March 2024. See “Compensation Discussion and Analysis — Annual Cash Incentive Compensation” herein for further details. |
Summary Compensation Table – Years Ended 2023 to 2025
| (3) Represents the value of life insurance premiums for life insurance coverage provided to the NEOs. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) : | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) : | | | Grant Date Fair Value of Stock Awards(3) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | Christopher J. Reading | 2/23/2026 | $301,275 | $502,125 | $1,506,375 | 3,750 | 7,750 | 25,000 | $2,088,750 | | Carey P. Hendrickson | 2/23/2026 | $77,250 | $159,650 | $643,750 | 1,500 | 3,100 | 10,000 | $835,500 | | Graham D. Reeve | 2/23/2026 | $96,563 | $199,563 | $804,688 | 1,500 | 3,100 | 10,000 | $835,500 | | Eric J. Williams | 2/23/2026 | $100,425 | $207,545 | $836,875 | 2,250 | 4,650 | 15,000 | $1,253,250 | | Richard S. Binstein | 2/23/2026 | $63,750 | $131,750 | $531,250 | 1,500 | 3,100 | 10,000 | $835,500 |
Grants of Plan-Based Awards
| (1) Under the non-equity incentive plan, Mr. Reading was entitled to earn 100% of base salary and for Messrs. Reeve, Williams, Hendrickson and Binstein were entitled to earn up to75% of their respective annual base salary dependent on the Company achieving Adjusted EBITDA in the range of $88,000,000 to $95,000,000 (“Objective Plan”). Messrs. Reading, Reeve, Williams, Hendrickson, and Binstein were also entitled to earn up to 50% of their respective annual base salary at the discretion of the Compensation Committee based on the achievement of pre-established subjective criteria (“Discretionary Plan”). The Discretionary Plan has no threshold and target amounts. For Mr. Reading, the threshold, target and maximum amounts represents 30% (30% under the Objective Plan and 0% Discretionary Plan), 50% (50% Objective Plan and 0% Discretionary Plan) and 150% (100% Objective Plan and 50% Discretionary Plan) respectively, of his annual base salary. For Messrs. Reeve, Williams, Hendrickson and Binstein, the threshold, target and maximum amounts represents 15% (15% under the Objective Plan and 0% Discretionary Plan), 31% (31% Objective Plan and 0% Discretionary Plan) and 125% (75% Objective Plan and 50% Discretionary Plan) respectively. For a more detailed discussion, see the above “Compensation Discussion and Analysis — Annual Cash Incentive Compensation” section. Also, see the Summary Compensation Table above for actual amounts earned for 2025. The cash earned was paid on March 4,2026, and the shares of restricted stock were granted on February 23, 2026. |
Grants of Plan-Based Awards
| (2) Under the equity incentive plans, each of the above were entitled to their respective number of shares detailed above based on achieving Adjusted EBITDA in the range of $88,000,000 to $95,000,000 (“Objective Plan”) and their respective number of shares at the discretion of the Compensation Committee based on the achievement of pre-established subjective criteria (“Discretionary Plan”). The Discretionary Plan has no threshold and target amounts. The threshold represents 30% of the eligible shares under the Objective Plan, the target represents 62% of the eligible shares under the Objective Plan and 0% of the eligible shares under the Discretionary Plan and the maximum represents 100% of the eligible shares under each of the Objective and Discretionary Plan. |
Grants of Plan-Based Awards
| (3) Amounts shown are the grant date fair value of the awards computed in accordance with FASB ASC Topic 718 which amounted to $83.55 per share. See “Note 17 — Equity Based Plans” of the Notes to the Consolidated Financial Statements in Item 8 of the Form 10-K, filed on February 27, 2026 for a description of the valuations and a description of the equity plans. |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table See “Employment Agreements, Severance and Change of Control Benefits” above and “Post-Termination/Change-in-Control Benefits” below for the material terms of our employment agreements with our NEOs. See “Compensation Discussion and Analysis” above for an explanation of the amount of salary and bonus in proportion to total compensation. See the footnotes to the Summary Compensation Table above and Grants of Plan-Based Awards table paid to the NEOs above for narrative disclosure with respect to those tables.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table shows outstanding awards of shares of restricted common stock that have not vested as of December 31, 2025, for each NEOs. The table does not include the grants of restricted stock made in 2026. There are no outstanding stock option awards for the NEOs as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Christopher J. Reading | 29,946 | $2,338,483 | | Carey P. Hendrickson | 12,796 | $999,240 | | Graham D. Reeve | 13,348 | $1,042,345 | | Eric J. Williams | 16,322 | $1,274,585 | | Richard S. Binstein | 12,624 | $985,808 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Calculated based on the closing market price of our common stock on December 31, 2025 of $78.09 per share. |
Outstanding Equity Awards at Fiscal Year-End
| (2) The restrictions on these shares of common stock granted as restricted stock lapsed or will lapse as follows: |
Outstanding Equity Awards at Fiscal Year-End
| Vesting Date | Christopher J. Reading | Eric J. Williams | Graham D. Reeve | Carey P. Hendrickson (a) | Richard S. Binstein | | 3/6/2026 | 4,152 | 1,896 | 1,964 | 1,726 | 1,554 | | 5/20/2026 | 2,902 | 1,576 | 1,324 | 1,246 | 1,246 | | 8/20/2026 | 2,902 | 1,576 | 1,324 | 1,246 | 1,246 | | 11/20/2026 | 2,902 | 1,576 | 1,324 | 1,246 | 1,246 | | 3/6/2027 | 2,902 | 1,584 | 1,332 | 1,252 | 1,252 | | 5/20/2027 | 2,277 | 1,264 | 1,012 | 1,012 | 1,012 | | 8/20/2027 | 2,277 | 1,264 | 1,012 | 1,012 | 1,012 | | 11/20/2027 | 2,277 | 1,264 | 1,012 | 1,012 | 1,012 | | 3/6/2028 | 2,285 | 1,268 | 1,016 | 1,016 | 1,016 | | 5/20/2028 | 1,265 | 758 | 506 | 506 | 506 | | 8/20/2028 | 1,265 | 758 | 506 | 506 | 506 | | 11/20/2028 | 1,265 | 758 | 506 | 506 | 506 | | 3/6/2029 | 1,275 | 780 | 510 | 510 | 510 | | | 29,946 | 16,322 | 13,348 | 12,796 | 12,624 |
Outstanding Equity Awards at Fiscal Year-End
| (a) Mr. Hendrickson resigned from his position Chief Financial Officer to be effective April 24, 2026. In connection with his resignation, all of his unvested equity awards will be forfeited on his departure date. |
Stock Vested Table
Stock Vested Table The following table shows the number of shares of our common stock acquired by each of our NEOs during 2025 upon the “vesting” of restricted stock (“vesting” refers to lapse of restrictions). As of December 31, 2025, there were no outstanding stock options for each of our NEOs.
Stock Vested Table
| | Stock Awards | | | Name | Number of shares acquired on vesting (#) | Value realized on Vesting (1) | | Christopher J. Reading | 16,043 | $1,281,135 | | Carey P. Hendrickson | 6,350 | $504,673 | | Graham D. Reeve | 7,636 | $610,748 | | Eric J. Williams | 7,634 | $608,729 | | Richard S. Binstein | 5,893 | $469,708 |
Stock Vested Table
| (1) The value realized on vesting is computed by multiplying the number of shares by stock by the market value of the underlying shares on the vesting date. The closing price of the stock is used as the market value. |
Pay Ratio
Pay Ratio The Company analyzed the annual total compensation for all of its employees and the employees of its consolidated subsidiaries (including part-time — “on call”— and full-time employees as per SEC rules), other than our CEO, in order to identify the employee with the median annual total 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, 2025. No cost-of-living adjustments were made to any such employee’s compensation, but the Company did annualize the compensation of individuals who commenced employment after January 1, 2025. After the median compensated employee was identified, that employee’s annual total compensation for fiscal year 2024 was determined in the same manner as if such individual was a NEO for 2025 whose compensation was required to be determined in accordance with SEC rules and reported in our “Summary Compensation Table” on page 30. Based on the foregoing, the annual total compensation of such employee, as determined in accordance with SEC rules, was $48,133. As provided in our Summary Compensation Table, the annual total compensation for our CEO for the 2025 fiscal year was $4,468,314, which was 92.8 to 1.0 times the annual total compensation of our median compensated employee for the 2025 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 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 2025 fiscal year, the annual total compensation would be $53,605 resulting in a ratio of the annual total compensation of our CEO to such employee of 83.4 to 1.0. Because a significant amount of our CEO’s compensation for 2025 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 annual total compensation of our median compensated employee was $48,133 and the annual total compensation for our Chief Executive Officer would be $2,513,064, resulting in a ratio of 52.2 to 1.0 if on-call employees are included. If on-call employees are excluded, the ratio is 46.9 to 1.0.
Pay Versus Performance
Pay Versus Performance The Company’s compensation objectives and philosophy, which are discussed above, are designed to reward the contributions of its NEOs to the Company’s financial performance and provide compensation which is sufficient to attract and retain individuals who are motivated to contribute to the Company’s financial performance. To achieve these goals, the Company has implemented incentive plans which tie a significant portion of each NEOs compensation to pre-determined financial goals. For the years ended December 31, 2025, December 31, 2024, and December 31, 2023, the most important financial performance measure used by the Company to link executive compensation actually paid to the executive officers was Adjusted EBITDA which is described in the accompanying footnotes below. For the years ended December 31, 2022 and 2021, the most important financial performance measure used by the Company to link executive compensation actually paid to the executive officers was Operating Results, which is described in the accompanying footnotes below. The following table summarizes the executive compensation earned by the Company’s Principal Executive Officer (“PEO”), and other NEOs, the executive compensation actually paid to the Company’s PEO and other NEOs, and certain financial performance measures of the Company for the years ended December 31, 2025, 2024, 2023, 2022, and 2021.
Pay Versus Performance
| Year(1) | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for non-PEO NEOs(1) ($) | Average Compensation Actually Paid to non-PEO NEOs(2) ($) | Value of Initial Fixed $100 Investment Based on | | Net Income(4) ($) | Operating Results(5) ($) | Adjusted EBITDA(6) ($) | | | | | | | Total Shareholder Return(3) ($) | Peer Group Total Shareholder Return(3) ($) | | | | | 2025 | $4,468,314 | $4,212,465 | $2,142,973 | $2,026,536 | 65 | 134 | $58,005,000 | $39,963,000 | $95,010,000 | | 2024 | $3,636,676 | $3,512,156 | $1,807,805 | $1,750,070 | 74 | 121 | $45,600,000 | $36,912,000 | $81,768,000 | | 2023 | $3,372,377 | $3,822,626 | $1,722,785 | $1,865,290 | 77 | 121 | $37,220,000 | $36,265,000 | $77,717,000 | | 2022 | $2,408,584 | $1,859,559 | $1,122,465 | $920,090 | 67 | 117 | $43,407,000 | $35,034,000 | $73,661,000 | | 2021 | $4,143,576 | $3,275,545 | $1,454,841 | $1,110,753 | 79 | 121 | $57,924,000 | $40,842,000 | $73,780,000 |
Pay Versus Performance
| (1) The PEO is Christopher J. Reading for each of the years presented. The non-PEO NEOs are Carey P. Hendrickson, Eric J. Williams, Graham D. Reeve, and Richard Binstein for the years 2025, 2024, 2023 and 2022, and Carey P. Hendrickson, Eric J. Williams, Glenn D. McDowell, and Graham D. Reeve for 2021. |
Pay Versus Performance
| (2) For a computation of compensation actually paid to PEO and average compensation actually paid to non-PE NEOs, please refer to the subsequent table. |
Pay Versus Performance
| (3) On August 14, 2012, our common stock began trading on the NYSE. The Total Shareholder Return assumes that $100 was invested in our common stock and the common stock on each of the companies listed on The NYSE Healthcare Index (the Company’s Peer Group), on December 31, 2021 and that any dividends were reinvested. |
Pay Versus Performance
| (4) Net income includes earnings attributable to both controlling and non-controlling interests. |
Pay Versus Performance
| (5) Operating Results, a non-GAAP measure, equals net income attributable to our shareholders less, non-cash impairment charges, payments received from the federal government under the Corona virus Aid, Relief and Economic Security Act (“Relief Funds”), changes in revaluation of a put-right liability, clinic closure costs, loss on sale of a partnership, changes in fair value of contingent earn-out consideration, business acquisition related costs, costs related to a one-time financial and human resources systems upgrade, an income tax adjustment to revalue our deferred tax assets and liabilities to the most current statutory tax rate, and any allocations to non-controlling interests, all net of taxes. Operating Results per share also excludes the impact of the revaluation of redeemable non-controlling interest and the associated tax impact. |
Pay Versus Performance
| (6) Adjusted EBITDA, a non-GAAP measure, is defined as net income attributable to our shareholders before interest income, interest expense, taxes, depreciation, amortization, non-cash impairment charges, Relief Funds, change in fair value of contingent earn-out consideration, changes in revaluation of put-right liability, equity-based awards compensation expense, clinic closure costs, impairment on assets held for sale, business acquisition related costs, costs related to a one-time financial and human resources systems upgrade, loss on sale of a partnership and other income and related portions for non-controlling interests. |
Pay Versus Performance
The following table outlines the adjustments made to the compensation earned by the PEO and other NEOs, as presented in the Summary Compensation Table on page 30, to derive the compensation actually paid to the PEO and other NEOs.
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 ($)(2)(3) | Plus: Changes in Fair Value of Restricted Stock in Prior Years that Vested During the Year ($)(2)(3) | Dividends paid on Unvested Restricted Stock Awards During the Fiscal Year ($)(4) | Compensation Actually Paid ($) | | PEO | | | | | | | | | 2025 | $4,468,314 | $1,955,250 | $2,088,750 | $(318,027) | $(142,040) | $70,718 | $4,212,465 | | 2024 | $3,636,676 | $1,888,440 | $1,796,378 | $(114,023) | $25,217 | $56,348 | $3,512,156 | | 2023 | $3,372,377 | $1,632,482 | $1,508,868 | $288,036 | $235,956 | $49,871 | $3,822,626 | | 2022 | $2,408,584 | $1,016,800 | $810,300 | $(411,395) | $22,404 | $46,466 | $1,859,559 | | 2021 | $4,143,576 | $2,120,100 | $1,911,000 | $(613,844) | $(81,371) | $36,284 | $3,275,545 | | Non-PEO NEOs | | | | | | | | | 2025 | $2,142,973 | $879,863 | $939,938 | $(146,264) | $(61,705) | $31,457 | $2,026,536 | | 2024 | $1,807,805 | $849,798 | $808,370 | $(51,114) | $10,309 | $24,498 | $1,750,070 | | 2023 | $1,722,785 | $816,241 | $754,434 | $108,759 | $76,874 | $18,679 | $1,865,290 | | 2022 | $1,122,465 | $444,850 | $354,506 | $(132,671) | $5,768 | $14,872 | $920,090 | | 2021 | $1,454,841 | $706,539 | $537,469 | $(157,849) | $(26,493) | $9,325 | $1,110,753 |
Pay Versus Performance
| (1) Represents the grant date fair value of restricted stock awards earned and as reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year. These shares were issued in February of the succeeding year. |
Pay Versus Performance
| (2) Adjustments are equal to (i) the year-end fair value of restricted stock awards granted during the applicable year that are earned but not issued and therefore deemed 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). |
Pay Versus Performance
| (3) Restricted stock awards are valued using the market price of our stock. The closing market price of our stock was $78.09, $88.71, $93.14, $81.03, and $95.55 as of December 31, 2025, 2024, 2023, 2022, and 2021, respectively. The closing market price of our stock when the PEO and other NEOs’ restricted stock awards vested was $88.71 on January 1, 2025, $79.40 on May 20, 2025, $84.11 on August 20, 2025, $68.41 on November 20, 2025, $93.14 on January 1, 2024, $112.15 on April 1, 2024, $91.31 on July 1, 2024, $82.99 on October 1, 2024, $81.03 on January 1, 2023, $97.91 on April 1, 2023, $121.39 on July 1, 2023, $91.73 on October 1, 2023, $95.55 on January 1, 2022, $103.76 on April 1, 2022, $112.30 on July 1, 2022, $760.02 on October 1, 2022, $120.25 on January 1, 2021, $110.21 on April 1, 2021, $119.34 on July 1, 2021, and $111.55 on October 1, 2021. |
Pay Versus Performance
| (4) Includes dividends paid and declared on outstanding and unvested shares as of December 31, 2025, 2024, 2023, 2022 and 2021. Dividends declared per common share were $1.80, $1.76, $1.72, $1.64, and $1.46 for the fiscal years ended December 31, 2025, 2024, 2023, 2022 and 2021, respectively. |
Pay Versus Performance
Relationship between Pay and Total Shareholder Return The graph below illustrates the relationship between compensation actually paid to the PEO and other NEOs, the cumulative total shareholder return (“TSR”) on $100 invested in the Company at the close of the market on December 31, 2020, with dividends being reinvested on the date paid through December 31, 2025, and the cumulative TSR of the NYSE Health Care Index. The NYSE Health Care Index TSR is calculated in a similar manner as the Company’s TSR. Relationship between Pay and Net Income The graph below illustrates the relationship between compensation actually paid to the PEO and other NEOs and the Company’s net income. Relationship between Pay and Operating Results The graph below illustrates the relationship between compensation actually paid to the PEO and other NEOs and the Company’s After-tax Operating Results. Relationship between Pay and Adjusted EBITDA The graph below illustrates the relationship between compensation actually paid to the PEO and other NEOs and the Company’s Adjusted EBITDA.
Christopher J. Reading, Chairman of the Board of Directors and Chief Executive Officer
| Executive Benefits and Payments Upon Termination(1) | Voluntary Termination or For Cause | Without Cause | Executive Resigns For Good Reason | In Conjunction with a Change In Control | | Compensation | | | | | | Severance(2) | $— | $2,008,500 | $2,008,500 | $2,008,500 | | Annual Cash Incentive(3) | — | 1,506,375 | 1,506,375 | 1,506,375 | | Change of Control Benefit(4) | — | — | — | 500,000 | | Restricted Stock (Unvested and (Accelerated)(5) | — | 2,338,483 | 2,338,483 | 2,338,483 | | Benefits and Perquisites | | | | | | Health and Dental Coverage(6) | — | 53,424 | 53,424 | 53,424 | | Total | $— | $5,906,782 | $5,906,782 | $6,406,782 |
Eric J. Williams President and Chief Operating Officer - East
| Executive Benefits and Payments Upon Termination(1) | Voluntary Termination or For Cause | Without Cause | Executive Resigns For Good Reason | In Conjunction with a Change In Control | | Compensation | | | | | | Severance(2) | $— | $1,339,000 | $1,339,000 | $1,339,000 | | Annual Cash Incentive(3) | — | 836,875 | 836,875 | 836,875 | | Change of Control Benefit(4) | — | — | — | 283,333 | | Restricted Stock (Unvested and (Accelerated)(5). | — | 1,274,585 | 1,274,585 | 1,274,585 | | Benefits and Perquisites | | | | | | Health and Dental Coverage(6) | — | 53,424 | 53,424 | 53,424 | | Total | $— | $3,503,884 | $3,503,884 | $3,787,217 |
Graham D. Reeve Chief Operating Officer – West
| Executive Benefits and Payments Upon Termination(1) | Voluntary Termination or For Cause | Without Cause | Executive Resigns For Good Reason | In Conjunction with a Change In Control | | Compensation | | | | | | Severance(2) | $— | $1,287,500 | $1,287,500 | $1,287,500 | | Annual Cash Incentive(3) | — | 804,687 | 804,687 | 804,687 | | Change of Control Benefit(4) | — | — | — | 283,333 | | Restricted Stock (Unvested and (Accelerated)(5) | — | 1,042,345 | 1,042,345 | 1,042,345 | | Benefits and Perquisites | | | | | | Health and Dental Coverage(6) | — | 34,968 | 34,968 | 34,968 | | Total | $— | $3,169,500 | $3,169,500 | $3,452,833 |
Richard S. Binstein Executive Vice President, General Counsel and Secretary
| Executive Benefits and Payments Upon Termination(1) | Voluntary Termination or For Cause | Without Cause | Executive Resigns For Good Reason | In Conjunction with a Change In Control | | Compensation | | | | | | Severance(2) | $— | $850,000 | $850,000 | $850,000 | | Annual Cash Incentive(3) | — | 531,250 | 531,250 | 531,250 | | Change of Control Benefit(4) | — | — | — | 283,333 | | Restricted Stock (Unvested and (Accelerated)(5) | — | 985,808 | 985,808 | 985,808 | | Benefits and Perquisites | | | | | | Health and Dental Coverage(6) | — | — | — | — | | | — | 37,920 | 37,920 | 37,920 | | Total | $— | $2,404,978 | $2,404,978 | $2,688,311 |