エドガーで原本を確認する
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Delaware
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001-35929
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47-0634000
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1245 Q Street, Lincoln, Nebraska
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68508
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(Address of principal executive offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 | Trading Symbol(s) | Name of each exchange on which registered |
| $.001 Par Value Common Stock | NRC | The NASDAQ Stock Market |
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On January 16, 2024, Helen L. Hrdy was promoted to the position of Chief Customer Officer of National Research Corporation, a Delaware corporation (the “Company”).
On January 16, 2024, the Compensation and Talent Committee of the Board of Directors of the Company (the “Committee”) approved compensation packages for certain of the Company’s named executive officers. The compensation packages were approved in connection with the adoption of a three-year strategic growth plan and the hiring and promotion of individuals to serve as Chief Customer Officer, Chief Revenue Officer, Chief Corporate Development Officer, and Chief Product Technology Officer. The stock option grants and long-term cash incentives are intended to cover the entire three-year period for these individuals – no additional equity awards or long-term cash incentives are anticipated to be awarded to these individuals for periods prior to 2027.
Ms. Hrdy’s annual base salary was increased to $400,000, effective January 1, 2024.
Ms. Hrdy will receive an option to purchase 100,000 shares of the Company’s common stock, and Michael D. Hays will receive an option to purchase a number of shares of the Company’s common stock determined by dividing $63,700 by the closing price of the Company’s common stock on January 18, 2024 and then multiplying by three. Each of options will be granted effective January 19, 2024 and will vest upon achievement of a minimum total recurring contract value (“TRCV”) of $170 million measured as of December 31, 2026. The options will be granted under the 2006 Equity Incentive Plan, have exercise prices equal to the closing price of the Company’s common stock on January 18, 2024, and will be subject to termination, forfeiture, and acceleration provisions.
Under a short-term cash incentive plan, Ms. Hrdy is eligible to earn a cash bonus of up to $200,000 and Mr. Hays is eligible to earn a cash bonus of up to $63,700, upon attainment of certain TRCV goals measured as of December 31, 2024. The amount of the bonus may be reduced by the compensation committee if an adjusted EBITDA margin goal is not met.
Under a long-term cash incentive plan, Ms. Hrdy is eligible to earn a cash bonus based on TRCV measured as of December 31, 2026, subject to reduction by the compensation committee if an adjusted EBITDA margin goal is not met. The plan payout is zero if TRCV is below $170 million, and $2.0 million plus approximately $.105 per dollar of TRCV in excess of $170 million, with a maximum payout of approximately $8.6 million at TRCV of $233 million. Mr. Hays does not participate in this plan.
If Ms. Hrdy is terminated without cause or resigns for good reason prior to December 31, 2026, she will receive (i) salary continuation payments for one-year and (ii) a lump sum payment equal to the actual annual cash bonus earned for the year in which the termination of employment occurred, prorated for the number of days during the year served prior to termination as a percentage of the entire calendar year.
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Item 7.01
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Regulation FD Disclosure.
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On January 17, 2024, the Company issued a press release announcing the promotion of Ms. Hrdy, as well as the appointment of Jason Hahn as Chief Revenue Officer, Christophe Louvion as Chief Product Technology Officer, and Andy Monnich as Chief Corporate Development Officer. A copy of the press release is attached to this report as Exhibit 99.
Messrs. Hahn, Louvion, and Monnich are eligible to receive compensation packages similar to the compensation of Ms. Hrdy described in Item 5.02 of this report.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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EXHIBIT
NUMBER
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EXHIBIT DESCRIPTION
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99
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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The information contained in Items 7.01 and 9.01 of this report and the exhibits hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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The information in Item 9.01 of this report and the exhibits hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results or events may differ from those anticipated by forward-looking statements. Please refer to the paragraph at the end of the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.
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NATIONAL RESEARCH CORPORATION
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(Registrant)
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Date: January 17, 2024
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By:
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/s/ Kevin R. Karas
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Kevin R. Karas
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Senior Vice President Finance, Chief Financial Officer, Treasurer and Secretary
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Exhibit 99
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1245 Q Street, Lincoln, NE 68508 P: 1 800 388 4264 | F: 402 475 9061 nrchealth.com |
| Contact: | Kevin R. Karas |
| Chief Financial Officer | |
| 402-475-2525 |
NATIONAL RESEARCH CORPORATION ELEVATES
LEADERSHIP TEAM TO SEIZE GROWTH OPPORTUNITY
LINCOLN, Nebraska (January 17, 2024) — National Research Corporation, dba NRC Health, (NASDAQ:NRC) has announced the following appointments of four newly created executive officer positions:
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Helen Hrdy – Chief Customer Officer |
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Jason Hahn – Chief Revenue Officer |
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Christophe Louvion – Chief Product Technology Officer |
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Andy Monnich – Chief Corporate Development Officer |
Helen Hrdy, a leader at NRC Health, has been promoted to the role of Chief Customer Officer significantly expanding her responsibilities. Jason Hahn, Christophe Louvion, and Andy Monnich have joined NRC Health with a track record of success in similar positions at leading healthcare information and technology companies such as Press Ganey, Perceptyx, Episource, PatientPop, and Practicing Excellence.
Chief Executive Officer Michael Hays emphasizes, “This announcement reflects one of several investments to capture expanding market opportunities through serving clients across increasingly interconnected patient, customer, and employee experience markets, which collectively have the potential to double the Company's total addressable market. In fact, we recently won a significant multi-million-dollar contract with Advocate Health, the fifth largest not-for-profit health system in the country. This win underscores the competitive advantage gained through an expanded product portfolio built on a strong foundation of healthcare expertise. With the guidance of our expanded leadership team, NRC Health is focused on fully capitalizing on these opportunities.”
For more than 40 years, NRC Health has led the charge to humanize healthcare and support organizations in their understanding of each unique individual. NRC Health’s commitment to Human Understanding® helps leading healthcare systems get to know each person they serve not as point-in-time insights, but as an ongoing relationship. Guided by its uniquely empathic heritage, NRC Health’s patient-focused approach, unmatched market research, and emphasis on consumer preferences are transforming the healthcare experience, creating strong outcomes for patients and entire healthcare systems. For more information, email info@nrchealth.com, or visit www.nrchealth.com.
This press release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements may be identified by their use of terms or phrases such as “believes,” “expect,” “focus,” “potential,” “will,” derivations thereof, and similar terms and phrases. In this press release, the statement related to the potential to double the Company’s total addressable market is a forward-looking statement. Forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements, including those risks and uncertainties as set forth in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2022 and various disclosures in our press releases, stockholder reports, and other filings with the Securities and Exchange Commission. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.