John Anderson

About John Anderson

John Anderson is Executive Vice President and Chief Medical Officer (NEO) at Concentra Group Holdings Parent, Inc. His 2024 total compensation was $2,816,932, comprised of $450,000 base salary, $1,385,400 in stock awards, $973,706 in non‑equity incentive pay, and $7,826 in other compensation . Management incentives in 2024 were primarily tied to EBITDA targets, with the plan paying at 75% of target for the year; the LTIP was based on company equity value and was accelerated/paid for the 2024 performance cycle; beginning 2025, annual bonuses add EPS to Adjusted EBITDA as performance metrics . Company performance context: for 2024, net income was $171.9M and Adjusted EBITDA was $376.9M; TSR from IPO (7/25/24) to 12/31/24 was 88.24 on a $100 basis .

Fixed Compensation

Component	FY 2024	Notes
Base Salary ($)	450,000	Reported salary for 2024
Target Annual Bonus ($)	337,500	Management Incentive Plan; target shown in Grants table
Actual Annual Bonus Payout	75% of target = 253,125 (75% × $337,500)	Company disclosed 2024 bonuses paid at 75% of target
All Other Compensation ($)	7,826	401(k) match $3,500 and group term life $4,326

Performance Compensation

Plan / Award	Metric(s)	Weighting	Target	Actual/Payout	Vesting/Payment Mechanics
Management Incentive Plan (Annual)	EBITDA (2024); adds Adjusted EBITDA + EPS starting 2025	100% EBITDA for 2024	$337,500	75% of target (company-wide for 2024) = $253,125	Paid after fiscal year end; committee may adjust for unusual items
LTIP (Long-Term Cash, 2-year cycle)	Per-interest equity value (company valuation measure)	n/a	$300,000 target; 36,900 bonus units (2024 cycle) and 42,251 units (2023 cycle)	Accelerated and paid based on per-interest equity value as of 12/31/2024; amount included within $973,706 non‑equity incentive compensation total	Lump-sum paid by Mar 31 after performance period; plan terminated after 2024 payment

Equity Ownership & Alignment

Item	Amount	Detail
Beneficial Ownership (shares)	60,000 (<1% of SO)	As of 3/1/2025; percentage indicated as “*” (<1%)
Unvested Restricted Stock at 12/31/2024	60,000	Market value $1,186,800 at $19.78/share on 12/31/2024
Stock Ownership Guideline (NEOs)	1.5× base salary	3 years to comply; time-based RS (vested/unvested) counts
Guideline Dollar Level (based on $450k salary)	$675,000 (1.5 × $450,000)	Reference for alignment; not an official compliance attestation
Anti‑hedging / Transfer restrictions	Hedging prohibited; 1‑year post‑vesting transfer lockup on shares received	Applies to all executive officers
Options / Pledging	No option grants in 2024	No pledging disclosure identified in proxy (not stated)

Equity Grants and Vesting Schedule (Insider Selling Pressure Map)

Grant Date	Type	Shares	Vesting	Accelerated Vesting / CIC Terms
Nov 26, 2024	Restricted Stock (time‑based)	60,000	25% on each of the first four anniversaries (15,000/yr starting 11/26/2025)	Pro‑rata vesting of then‑unvested shares upon death, disability, or upon termination following a “change in control” (double‑trigger)
Nov 4, 2025	Restricted Stock (time‑based)	60,000	25% on each of the first four anniversaries (15,000/yr starting 11/4/2026)	Standard time‑based RS terms under 2024 Plan; 8‑K confirms 4‑year ratable vesting

Employment Terms

Topic	Key Terms
Employment Agreement	Anderson has an Employment Arrangement with severance and restrictive covenants
Severance (without cause)	Earned/unpaid prior‑year bonus plus continuation of base salary for a period equal to two weeks per year of service, up to 52 weeks; release and covenant compliance required
“Good Reason” resignation	Company’s material breach, material base salary reduction, or relocation >40 miles from Bingham Farms, MI; receives same severance as above
Non‑compete / Non‑solicit	One year post‑employment for Anderson (two years for most NEOs)
Change in Control (equity)	Time‑based RS awards provide pro‑rata accelerated vesting upon termination following a change in control (double‑trigger)
No tax gross‑ups	Company states no excise or other tax gross‑ups for executives
Clawback	NYSE/Rule 10D‑1 compliant compensation recovery policy covering cash and equity paid on financial metrics in case of restatement

2024 Compensation Detail (as disclosed)

Component	Amount ($)
Salary	450,000
Stock Awards (Grant‑date Fair Value)	1,385,400
Non‑Equity Incentive Plan Compensation	973,706
All Other Compensation	7,826
Total	2,816,932

Governance and Say‑on‑Pay Context

Compensation Committee composition and independence disclosed; no external compensation consultant engaged in 2024 .
Annual say‑on‑pay frequency recommended by the Board (Proposal #3) is 1 YEAR .
Pay‑versus‑performance disclosures show relationships between compensation actually paid and TSR, Adjusted EBITDA, and net income; 2024 TSR on a $100 basis was 88.24, with net income of $171.9M and Adjusted EBITDA of $376.9M .

Investment Implications

Alignment and retention: Multi‑year equity grants (60k in 2024 and 60k in 2025), four‑year ratable vesting, anti‑hedging, one‑year post‑vesting transfer lockup, and ownership guidelines (1.5× salary) collectively support alignment and reduce short‑term selling incentives; implied equity value at 12/31/24 ($1.19M) exceeds the $675k guideline threshold, based on policy counting unvested RS .
Vesting‑related supply: 15k shares/year scheduled from 11/26/2025 (2024 grant) and an additional 15k/year from 11/4/2026 (2025 grant) may introduce periodic vest‑related selling pressure, subject to lockups, 10b5‑1 plans, and individual decisions .
Pay‑for‑performance: 2024 annual bonus linked to EBITDA at 75% of target; LTIP paid based on equity value with termination of the plan thereafter. From 2025, EPS is added to Adjusted EBITDA in the annual plan, increasing alignment with per‑share performance .
Downside protections: Severance is limited (up to one year salary for Anderson) with one‑year non‑compete/non‑solicit; no CIC gross‑ups; equity is double‑trigger for pro‑rata vesting—signs of shareholder‑friendly design with moderate retention effectiveness .

Sources: 2025 DEF 14A (filed 3/18/2025) and 8‑K filings (1/15/2025 and 11/10/2025) for Concentra Group Holdings Parent, Inc.