Nevada
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001-11151
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76-0364866
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||
(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1300 WEST SAM HOUSTON PARKWAY,
SUITE 300,
HOUSTON, Texas
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77043
|
|
(Address of Principal Executive Offices)
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(Zip Code)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $.01 par value
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USPH
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New York Stock Exchange
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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◻
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Exhibits
|
Description of Exhibits
|
|
U. S. Physical Therapy, Inc. Objective Long-Term Incentive Plan for Senior Management for 2024, effective March 6, 2024.
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U. S. Physical Therapy, Inc. Discretionary Long-Term Incentive Plan for Senior Management for 2024, effective March 6, 2024.
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U. S. Physical Therapy, Inc. Objective Cash/RSA Bonus Plan for Senior Management for 2024, effective March 6, 2024. |
U. S. Physical Therapy, Inc. Discretionary Cash/RSA Bonus Plan for Senior Management for 2024, effective March 6, 2024. |
U.S. PHYSICAL THERAPY, INC.
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|||||||
Dated: March 7, 2024
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By:
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/s/ CAREY HENDRICKSON
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|||||
Carey Hendrickson
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|||||||
Chief Financial Officer
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|||||||
(duly authorized officer and principal financial and accounting officer)
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2024 Performance Goals
Adjusted EBITDA
|
Objective
Amount of Shares
CEO, COOs, CFO, EVP
|
$78,500,000
|
30.0%
|
$78,870,592
|
34.0%
|
$79,241,184
|
38.0%
|
$79,611,776
|
42.0%
|
$79,982,368
|
46.0%
|
$80,352,960
|
50.0%
|
$80,908,848
|
56.0%
|
$81,464,732
|
62.0%
|
$81,893,212
|
68.0%
|
$82,214,572
|
74.0%
|
$82,535,932
|
80.0%
|
$82,857,292
|
86.0%
|
$ 83,178,652
|
92.0%
|
$83,500,000 AND OVER
|
100.0%
|
1.
|
Company and Board Leadership;
|
2.
|
Growth of the Company to include de novo, tuck in and acquired Physical Therapy partnerships and Industrial Injury Prevention
opportunities;
|
3.
|
Foster Compliance and Cybersecurity culture that is beneficial to our Company and shareholders;
|
4.
|
Oversee and support COO – East’s role in driving key Company objectives while strengthening our succession opportunities in key areas;
|
5.
|
Achievement of financial goals and objectives for 2024.
|
1.
|
Net rate improvements through strategic negotiations and revenue cycle management;
|
2.
|
Effective and accurate Board and shareholder communication, guidance, modeling, projections and planning;
|
3.
|
Maintain effective capital structure to allow continued growth;
|
4.
|
Improve efficiencies in Finance/Accounts Payable through technology improvements and staffing adjustments;
|
5.
|
Maintain effective cost discipline across the Company and within the corporate services area;
|
6.
|
Successful audit implementation.
|
1.
|
Ensure cost and revenue alignment to achieve Company’s operating plan in Physical Therapy and Industrial Injury Prevention business
segments;
|
2.
|
Execute Company-wide development plan for de novo as well as acquired partnerships ensuring integration and forward trajectory;
|
3.
|
Assist with improved operational execution across key corporate departments;
|
4.
|
Develop effective leadership and relationships across the entirety of the Company with partners as well as key corporate staff to
facilitate operational excellence, growth, and opportunity realization;
|
5.
|
Maintain effective compliance and cybersecurity culture.
|
1.
|
Align cost and revenue growth for Physical Therapy;
|
2.
|
Create development plan for top partnerships to ensure organic as well as acquired growth;
|
3.
|
Work on Industrial Injury Prevention opportunities for sales and expansion and cost efficiency;
|
4.
|
Leadership development, succession and effective relationship integration to allow for seamless transitions to accommodate growth and
succession-related changes;
|
5.
|
Maintain effective compliance culture;
|
6.
|
Effective acquisition-related due diligence and integrated coordination and execution.
|
1.
|
Coordinate with CEO and other executives to facilitate growth through development;
|
2.
|
Assist in any compliance matters as needed to maintain an effective compliance culture and assist in any communications internally as
needed with CCO (“Chief Compliance Officer”) and executive team;
|
3.
|
Maintain legal department in a manner which successfully supports our partners as well as our corporate and infrastructure needs;
|
4.
|
Assist CEO and other executives in evaluating new opportunities for growth whether acquired or de novo;
|
5.
|
Coordinate and maintain corporate/board/shareholder meeting minutes and other records.
|
2024 Adjusted EBITDA
|
Potential Bonus Value
(percentage of base salary)
|
|
$78,500,000
|
15.0
|
%
|
$78,870,592
|
17.0
|
%
|
$79,241,184
|
19.0
|
%
|
$79,611,776
|
21.0
|
%
|
$79,982,368
|
23.0
|
%
|
$80,352,960
|
25.0
|
%
|
$80,908,848
|
28.0
|
%
|
$81,464,732
|
31.0
|
%
|
$81,705,773
|
34.0
|
%
|
$82,027,161
|
38.0
|
%
|
$82,348,549
|
42.0
|
%
|
$82,669,937
|
46.0
|
%
|
$82,991,325
|
50.0
|
%
|
$83,312,713
|
54.0
|
%
|
$83,634,101
|
58.0
|
%
|
$83,955,489
|
62.0
|
%
|
$84,276,877
|
66.0
|
%
|
$84,598,265
|
70.0
|
%
|
$85,000,000
|
75.0
|
%
|
1.
|
Company and Board Leadership;
|
2.
|
Growth of the Company to include de novo, tuck in and acquired Physical Therapy partnerships and Industrial Injury Prevention
opportunities;
|
3.
|
Foster Compliance and Cybersecurity culture that is beneficial to our Company and shareholders;
|
4.
|
Oversee and support COO – East’s role in driving key Company objectives while strengthening our succession opportunities in key areas;
|
5.
|
Achievement of financial goals and objectives for 2024.
|
1.
|
Net rate improvements through strategic negotiations and revenue cycle management;
|
2.
|
Effective and accurate Board and shareholder communication,
guidance, modeling, projections and planning;
|
3.
|
Maintain effective capital structure to allow continued growth;
|
4.
|
Improve efficiencies in Finance/Accounts Payable through technology improvements and staffing adjustments;
|
5.
|
Maintain effective cost discipline across the Company and within the corporate services area;
|
6.
|
Successful audit implementation.
|
1.
|
Ensure cost and revenue alignment to achieve Company’s operating plan in Physical Therapy and Industrial Injury Prevention business
segments;
|
2.
|
Execute Company-wide development plan for de novo as well as acquired partnerships ensuring integration and forward trajectory;
|
3.
|
Assist with improved operational execution across key corporate departments;
|
4.
|
Develop effective leadership and relationships across the entirety of the Company with partners as well as key corporate staff to
facilitate operational excellence, growth, and opportunity realization;
|
5.
|
Maintain effective compliance and cybersecurity culture.
|
1.
|
Align cost and revenue growth for Physical Therapy;
|
2.
|
Create development plan for top partnerships to ensure organic as well as acquired growth;
|
3.
|
Work on Industrial Injury Prevention opportunities for sales and expansion and cost efficiency;
|
4.
|
Leadership development, succession and effective relationship integration to allow for seamless transitions to accommodate growth and
succession-related changes;
|
5.
|
Maintain effective compliance culture;
|
6.
|
Effective acquisition-related due diligence and integrated coordination and execution.
|
1.
|
Coordinate with CEO and other executives to facilitate growth through development;
|
2.
|
Assist in any compliance matters as needed to maintain an effective compliance culture and assist in any communications internally as
needed with CCO (“Chief Compliance Officer”) and executive team;
|
3.
|
Maintain legal department in a manner which successfully supports our partners as well as our corporate and infrastructure needs;
|
4.
|
Assist CEO and other executives in evaluating new opportunities for growth whether acquired or de novo;
|
5.
|
Coordinate and maintain corporate/board/shareholder meeting minutes and other records.
|