John A. deLorimier

About John A. deLorimier

John A. deLorimier, 65, is Executive Vice President; the 10-K lists his title as Chief Digital & Data Officer as of March 3, 2025, and prior proxy materials refer to him as Chief Information and Technology Officer; he has served in C‑level technology/digital roles since 2023 and previously led Customer Growth & Experience (2005–2022) . He holds undergraduate and graduate degrees from Virginia Tech . During the 2024 IPO-to-year‑end window, $100 invested in Concentra returned $88.24 vs $93.19 for the S&P Health Care Services Select Industry Index; 2024 Adjusted EBITDA was $376.9M, which is the primary 2024 incentive metric, with 2025 incentives adding EPS to Adjusted EBITDA .

Past Roles

Organization	Role	Years	Strategic impact
Concentra	EVP, Chief Digital & Data Officer (listed in 10-K) / EVP, Chief Information & Technology Officer (proxy)	2023–present	Leads enterprise digital, data and technology agenda
Concentra	SVP/EVP, Customer Growth & Experience	2005–2022	Led customer growth and experience functions

External Roles

Organization	Role	Years	Strategic impact
Humana	Segment VP, Product and Sales Development	2012–2015	Led product and sales development initiatives
Various (consulting/advisory)	Senior advisory roles to Fortune 500 on sales effectiveness, channel optimization, change management, innovation, knowledge management	1990–2005	Commercial excellence and transformation advisory work

Fixed Compensation

Year	Base Salary ($)	All Other Compensation ($)	Notes
2024	450,000	10,409	First public company year post‑IPO
2023	450,000	495,395
2022	450,000	461,012

Performance Compensation

Annual cash incentive (Management Incentive Plan – MIP)

2024 metric: EBITDA only; payout curve 0% to 110% of the applicable base‑salary percentage; EBITDA targets ranged from $378M (threshold) to $385M (maximum); payouts were paid at 75% of target for NEOs for 2024; payments generally require continued employment through payment date .
Beginning 2025: metrics include Adjusted EBITDA and EPS .

Plan Year	Metric(s)	Individual Target ($)	Actual Payout vs Target	Vesting/Payment
2024	EBITDA (range $378M–$385M)	337,500 (implied 75% of $450k)	75% of target for NEOs	Cash; service through payment date

Note: Mr. deLorimier’s 2024 “Non‑Equity Incentive Plan Compensation” of $973,706 includes MIP plus LTIP cash; the proxy does not break out the components .

Long‑Term Cash Incentive Plan (LTIP) – legacy (terminated)

Two‑year cash LTIP based on per‑interest equity value; 2024 and 2023 cycles granted “bonus units” (e.g., 36,900 units in 2024; 42,251 units in 2023) with a $300,000 target each year for Mr. deLorimier; the 2024–2025 cycle was accelerated and paid as of 12/31/2024; plan now terminated post‑payment .

Grant Cycle	Bonus Units (#)	Target ($)	Performance Measure	Status
2024 cycle	36,900	300,000	Per‑interest equity value	Accelerated and paid as of 12/31/2024
2023 cycle	42,251	300,000	Per‑interest equity value	Paid per plan terms (accelerated with 2024 action)

Equity awards (time‑based restricted stock under 2024 Plan)

Grant Date	Shares Granted (#)	Grant‑Date Fair Value ($)	Vesting	Notes
11/26/2024	60,000	1,385,400 (60,000 × $23.09)	25% per year on each of first four anniversaries, subject to service; pro‑rata acceleration upon death/disability or upon termination following a change‑in‑control	Outstanding/Unvested at 12/31/2024
11/04/2025	60,000	Not disclosed	25% per year on each of first four anniversaries	Annual NEO grant approved 11/4/2025

Total reported compensation (SCT)

Year	Salary ($)	Bonus ($)	Stock Awards ($)	Non‑Equity Incentive ($)	All Other ($)	Total ($)
2024	450,000	—	1,385,400	973,706	10,409	2,819,515
2023	450,000	—	—	435,375	495,395	1,380,770
2022	450,000	—	—	607,500	461,012	1,518,512

Additional governance protections

Clawback: NYSE‑compliant compensation recovery policy applies to cash/equity awarded on achievement of financial measures in the event of an accounting restatement .
Options: No stock options were granted in 2024; company prohibits repricing/buy‑outs of out‑of‑the‑money options without shareholder approval .

Equity Ownership & Alignment

Beneficial Ownership	Shares	% Outstanding	Notes
John A. deLorimier	60,000	<1%	Address per proxy; included in “directors and executive officers as a group” 6.6%

Unvested vs vested at year‑end: 60,000 restricted shares unvested at 12/31/2024; market value $1,186,800 at $19.78/share .
Ownership guidelines: NEOs (other than CEO/President/CFO) must hold stock equal to 1.5× base salary; includes time‑based RS (vested and unvested). NEOs have three years from appointment to comply .
Compliance status (computed): Requirement ≈ $675,000 (1.5 × $450,000); counted holdings at 12/31/2024 ≈ $1,186,800, indicating he exceeds the guideline as of that date .
Pledging/hedging: Company prohibits pledging or holding shares in margin accounts and bans hedging transactions for employees and directors .
Post‑vesting sale restriction: Executives are prohibited from selling shares received upon vesting for one year (net of tax shares), reducing near‑term selling pressure .

Vesting calendar and potential selling pressure

2024 grant: 15,000 shares vest each on 11/26/2025, 11/26/2026, 11/26/2027, 11/26/2028; post‑vest one‑year transfer restriction applies .
2025 grant: 15,000 shares vest each on 11/4/2026, 11/4/2027, 11/4/2028, 11/4/2029; post‑vest one‑year transfer restriction applies .

Employment Terms

Employment agreement: If terminated without cause, Mr. deLorimier receives nine months’ continued base salary (≈ $337,500 at current base) subject to release and restrictive covenants .
Non‑compete / Non‑solicit: Two‑year post‑employment non‑compete and non‑solicit (one year applies only to Dr. Anderson) .
Change‑in‑control: Time‑based restricted stock pro‑rates upon termination following a change in control (double‑trigger) under the 2024 Plan .
Death/Disability: Equity pro‑rata vesting value illustrative amount shown ($28,431) in the proxy’s potential payments table as of 12/31/2024 .
Clawback: Company will recover erroneously awarded incentive‑based compensation upon a restatement .
Anti‑hedging/anti‑pledging: Prohibitions as noted above .
No excise tax gross‑ups; no guaranteed bonuses; no SERP program disclosed .

Compensation Committee Analysis

Committee composition and independence: Ortenzio (Chair), Thomas, Pegus; independent members under NYSE standards; no compensation consultant engaged for FY2024 .
Pay‑for‑performance design: Heavy use of performance‑based cash (MIP; legacy LTIP) and time‑based equity; 2025 MIP adds EPS alongside Adjusted EBITDA, strengthening linkage to profitability and shareholder outcomes .

Investment Implications

Alignment: Ownership guidelines (and counting of unvested RS) plus explicit anti‑pledging and one‑year post‑vest hold create strong alignment and reduce forced‑sale/pledge risk; deLorimier already exceeds his 1.5× salary guideline at the 12/31/2024 valuation .
Near‑term supply dynamics: Scheduled 15k‑share vesting tranches annually from 2025–2029 are moderated by the one‑year post‑vest sale restriction, dampening immediate selling pressure; any liquidity would likely occur via pre‑cleared trading windows or 10b5‑1 plans .
Incentive levers: 2024 MIP paid at 75% of target; the 2025 shift to Adjusted EBITDA and EPS increases sensitivity to both operating performance and per‑share outcomes, a constructive change for pay‑for‑performance investors to monitor against guidance and consensus .
Downside protections/risks: Modest severance (nine months’ salary) and no CIC cash multiple for deLorimier limit entrenchment risk; clawback and anti‑hedging reduce governance red flags; absence of option grants removes repricing risk, though equity is time‑based (not performance‑based), which is less performance‑sensitive than PSUs .