Marc R. Watkins

About Marc R. Watkins

Dr. Marc R. Watkins (age 55) is an independent director of Concentra Group Holdings Parent, Inc. (CON) since July 2024, with medical and operational leadership experience across healthcare providers and retail health, including current service as Chief Medical Officer of Kroger Health (since 2018). He holds an M.D. from Meharry Medical College and a Master of Science in Public Health and has previously held senior medical oversight roles at Concentra Inc. and The Little Clinic, among other posts .

Past Roles

Organization	Role	Tenure	Committees/Impact
Concentra Inc.	National Medical Director; Zone Worksite Medical Director	Various years (prior to 2015)	Led occupational health oversight and worksite programs
Nissan Motor Co. Ltd. (North America)	Interim Medical Director	2008–2009	Oversaw medical programs for NA division
US Marine Corps Station	Senior Medical Officer	2003–2007	Military medical leadership
Camp Al Asad, Iraq	Group Surgeon	2005–2006	Deployed surgical leadership

External Roles

Organization	Role	Tenure	Notes
Kroger Health	Chief Medical Officer	2018–present	Executive leadership in retail health
The Little Clinic (Kroger subsidiary)	Chief Medical Officer	2015–2018	Retail clinic operations and quality
University of Cincinnati (Pharmacy Dept.)	Adjunct Professor	Not disclosed	Academic engagement
Various U.S. healthcare companies/nonprofits/educational institutions	Advisory and board roles	Not disclosed	Over a dozen roles noted (not itemized)

Board Governance

Independence: The Board determined Dr. Watkins is “independent” under NYSE standards; the Board has a majority of independent directors .
Committee memberships:
- Audit & Compliance Committee (member); chaired by Daniel J. Thomas; committee held 5 meetings in 2024; Thomas designated audit committee financial expert .
- Nominating, Governance & Sustainability Committee (member); chaired by Robert A. Ortenzio; held 1 meeting in 2024 .
- Quality of Care & Patient Safety Committee (member); chaired by Dr. Cheryl Pegus; held 2 meetings in 2024 .
Attendance: Board met twice in 2024; all directors attended all Board and committee meetings of which they were members; independent directors meet in regular executive sessions led by the Lead Director .
Independence phase-in: Following loss of “controlled company” status in Nov 2024, CON is phasing committees to full independence by Nov 2025 (Nominating & Compensation); Audit must be fully independent within one year of IPO; currently majority independent .
Lead Independent Director: Daniel J. Thomas; defined responsibilities include presiding over executive sessions and serving as liaison to the Chairman .

Fixed Compensation (Director)

Component	Structure	2024 Amount (Watkins)
Quarterly cash retainer	$12,500 per quarter	Included in fees earned
Board meeting fees (in person)	$3,000 per meeting ($4,000 if held independent of Board)	Included in fees earned
Board meeting fees (telephonic)	$600 per meeting	Included in fees earned
Audit & Compliance Committee fees	$3,000 in person ($4,000 if independent of Board); $1,500 telephonic; chair adds $1,000/$500	Not chair; member fees included
Quality of Care & Patient Safety Committee fees	$2,000 in person ($3,000 if independent of Board); $1,000 telephonic; chair adds $1,000/$500	Not chair; member fees included
Other committee fees	$1,000 in person ($2,000 if independent of Board); $500 telephonic	Included if applicable
Total 2024 cash fees (Watkins)	Fees Earned	$42,103

Notes: Directors may elect to receive retainers in fully-vested shares; Mr. Ortenzio waived cash fees during a Transition Services Agreement; Mr. Newton receives no additional board compensation as CEO .

Performance Compensation (Director)

Grant Type	Grant Date	Shares Granted	Grant-Date Fair Value	Vesting Schedule	Performance Conditions
Restricted Stock (2024 Plan)	Nov 26, 2024	12,992	$299,985	50% vests ratably over 5 years; 50% vests at 1-year anniversary	None disclosed (time-based)

Clawback: Awards under the 2024 Equity Incentive Plan are subject to CON’s compensation recovery (clawback) policy compliant with NYSE Rule 10D-1 in the event of an accounting restatement .
Anti-hedging: Directors are prohibited from hedging CON securities via derivatives or similar instruments .

Other Directorships & Interlocks

Company	Type	Role	Potential Interlock/Exposure
Boston Scientific; Morgan Health; others	Not applicable to Watkins	Not disclosed for Watkins	No public company directorships disclosed for Watkins; multiple advisory/board roles noted broadly .

No director-specific related-party transactions involving Dr. Watkins are disclosed; the “Certain Relationships” section centers on separation/spin-off agreements with Select Medical and does not identify transactions with Kroger or The Little Clinic .

Expertise & Qualifications

Clinical and operational leadership across occupational health and retail clinic models (Concentra; The Little Clinic; Kroger Health), aligning with CON’s quality-of-care oversight needs .
Service on Audit & Compliance Committee supports risk oversight and compliance culture (though audit financial expert designation resides with Thomas) .
Military and automotive sector medical leadership background (USMC; Nissan) adds crisis readiness and industrial/occupational health insights .

Equity Ownership

Holder	Shares Beneficially Owned	% Outstanding	Unvested Director Equity Outstanding
Marc R. Watkins	12,992	<1%	12,992 shares (Dec 31, 2024)

Shares outstanding at record date: 128,171,952 (each share one vote) .
Director stock ownership guideline: Directors must hold stock valued at ≥5x annual cash compensation (excluding meeting fees); three years to comply from appointment .
Ownership guideline mechanics and prohibition on selling newly vested shares within one year apply to executives; directors have separate ownership guideline described above; hedging is prohibited .

Governance Assessment

Committee engagement and attendance: Strong engagement in 2024 (100% attendance; membership across Audit, Nominating/Governance/Sustainability, and Quality of Care committees) supports board effectiveness and oversight breadth .
Independence and phase-in: Watkins’ independent status is positive; however, Nominating/Governance/Sustainability and Compensation committees are still phasing to full independence post-spin, a transitional governance risk that management plans to cure by the one-year deadlines (Nov 2025 for Nominating/Comp; one year post-IPO for Audit) .
Pay alignment: Director compensation is equity-heavy (Watkins $299,985 equity vs $42,103 cash), aligning director incentives with shareholder outcomes; clawback and anti-hedging policies further reinforce alignment and risk discipline .
Potential conflicts: External CMO role at Kroger Health could create a perception of interlock/conflict if CON has material dealings with Kroger or its clinic operations, though no such related-party transactions are disclosed in the proxy; independence designation mitigates concerns, but monitoring is warranted as the company matures .
Oversight strength: Presence on Quality of Care & Patient Safety Committee is tightly aligned with Dr. Watkins’ domain expertise, a positive signal for clinical quality governance; Audit & Compliance membership bolsters compliance and cybersecurity oversight alongside independent briefings to the Board .

RED FLAGS: Transitional non-fully independent committee compositions until phase-in completion; continued monitoring suggested for any future related-party exposure involving external employer (Kroger Health) .