Michael Kosuth

About Michael Kosuth

Michael A. Kosuth is Executive Vice President, Chief Operating Officer – East at Concentra Group Holdings Parent, Inc. (CON); he is 67, has been with Concentra since 1996, and has served as COO – East since 2021 after prior senior operating roles since 2015. He holds a B.S. from the University of Akron and an MBA from Kent State University . Company performance context: FY 2024 revenue was $1,900.2 million , Adjusted EBITDA was $376.9 million and net income $171.9 million ; $100 invested at IPO close (Jul 25, 2024) was $88.24 at year-end (peer group $93.19), implying a negative TSR over that period .

Past Roles

Organization	Role	Years	Strategic impact
Concentra Group Holdings Parent, Inc.	EVP, Chief Operating Officer – East	2021–present	Senior operating leadership for East Group operations
Concentra Group Holdings Parent, Inc.	Senior VP, COO – East	2018–2021	Expanded operating leadership across East region
Concentra Group Holdings Parent, Inc.	Senior VP, Operations	2015–2018	Led operations during growth and post-Select JV era
Concentra (earlier years)	Operational development and various roles	1996–2015	Joined when network had <75 centers; contributed to scaling operational footprint

Fixed Compensation

Component	FY 2024	Notes
Base Salary	$400,000	NEO base salaries set to be competitive for healthcare while emphasizing performance-based pay
Perquisites (401k match, life insurance, auto allowance)	$16,242 total; $4,945 401k match; $5,290 life; $6,007 auto	Company provides market-standard benefits; perquisite costs reported in SCT footnotes

Performance Compensation

Annual Cash Incentive – Management Incentive Plan (MIP)

Metric	Threshold	Target	Actual Payout (FY 2024)	Notes/Vesting
EBITDA (Company)	$378,000,000	Target bonus opportunity $300,000	$945,581 (reported non‑equity incentive)	FY24 MIP based on EBITDA; paid between threshold and target (75% of target overall); starting FY25, MIP is based on Adjusted EBITDA and EPS

Program features: payout ranges from 0% up to 110% of base-salary percentage, with interpolation; discretionary amounts possible for higher performance; financial targets may be adjusted for unusual items .

Long-Term Cash Incentive – LTIP (terminated after FY 2024)

Cycle	Bonus Units	Target Value	Payout Basis	Status
2024 cycle	36,900 units	$300,000	Per-interest equity value (adjusted for extraordinary items)	2024–2025 cycle accelerated and paid based on 12/31/2024 equity value; plan terminated post-payment

Equity Awards – Restricted Stock (RSAs)

Grant Date	Shares Granted	Grant-Date Fair Value	Vesting	Accelerated Vesting Conditions
Nov 26, 2024	60,000	$1,385,400 (60,000 × $23.09)	25% on each of the first 4 anniversaries of 11/26/2024	Pro‑rata vesting upon death, disability, or termination following change in control (per 2024 Plan)
Nov 4, 2025	60,000	Not disclosed in 8‑K	25% on each of the first 4 anniversaries of 11/4/2025	Per plan terms

Outstanding (unvested) restricted stock at 12/31/2024: 60,000 shares valued at $1,186,800 ($19.78 per share) .

Equity Ownership & Alignment

Item	Detail
Total beneficial ownership	60,000 shares as of March 1, 2025 (<1%)
Unvested vs vesting	60,000 unvested at 12/31/2024; vests 15,000 annually on grant anniversaries beginning 11/26/2025
Options (exercisable/unexercisable)	No option grants in 2024; Company did not grant options/SARs
Pledging	No pledging disclosed; Company prohibits hedging of Company securities
Ownership guidelines	NEOs must hold stock worth ≥1.5× base salary; three years to comply; includes time‑based restricted stock (vested or unvested) in calculation
Post-vesting holding	Executives must hold net shares for one year post vesting/exercise (net of taxes/exercise cost)

Employment Terms

Provision	Terms
Employment role/tenure	EVP, COO – East; with Company since 1996; EVP role since 2021
Severance (no cause)	10 months continued base salary; subject to release and restrictive covenants
“Good reason”	Resignation right upon material reduction of role/responsibilities or base salary; severance as above
Change-in-control	Pro‑rata RSA vesting upon termination following change in control (per 2024 Plan); no enhanced severance multiples disclosed for Kosuth
Restrictive covenants	Two‑year post‑employment non‑compete and non‑solicit (one year for Dr. Anderson only)
Clawback	NYSE/Rule 10D‑1‑compliant recovery policy for incentive-based compensation upon accounting restatement; applies to cash and equity
Anti‑hedging	Hedging transactions prohibited for all employees/directors
Option repricing	Prohibited without stockholder approval; no buy‑outs of out‑of‑the‑money options/SARs
Tax gross‑ups	Company does not provide change‑in‑control excise or other tax gross‑ups

Investment Implications

Pay-for-performance alignment: Annual incentives tied to EBITDA (and EPS starting FY25) create direct linkage to profitability and earnings quality; FY24 incentives paid between threshold/target with Company reporting Adjusted EBITDA of $376.9m and net income of $171.9m .
Retention and selling pressure: Significant multi-year, time-based RSAs with one-year post-vesting holding period reduce near-term selling pressure; additional Nov 2025 grant adds another four-year vesting runway .
Ownership alignment: NEO guideline of ≥1.5× salary plus inclusion of unvested time-based RSAs suggests strong alignment; Kosuth’s unvested RSAs were valued at ~$1.19m at 12/31/2024 versus $400k base salary .
Downside protections modest: Severance limited to 10 months’ salary with standard covenants; no tax gross-ups and no option repricing reduce shareholder-unfriendly features .
Execution risk context: Company TSR from IPO close to FY24 year-end was below $100 (Company $88.24 vs peer $93.19), underscoring need for sustained operational execution in a fee-schedule and labor-constrained environment; Kosuth’s long tenure and regional COO remit are central to operational delivery in the East segment .