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 .