Robert A. Ortenzio

About Robert A. Ortenzio

Robert A. Ortenzio (age 67) is a Class III director at Concentra Group Holdings Parent, Inc. (“Concentra”) since 2024 and serves as Chairman of the Board; his current term expires at the 2027 annual meeting . The Board’s independence assessment lists Dr. Pegus, Dr. Watkins, and Mr. Thomas as independent directors—Mr. Ortenzio is therefore not independent under NYSE rules . Concentra separated the Chairman and CEO roles; the Board cites this as supporting effective oversight for a newly public company .

Past Roles

Organization	Role	Tenure	Committees/Impact
Continental Medical Systems, Inc.	Co‑founder; SVP; COO; President; CEO	Co‑founded 1986; SVP 1986–1988; COO 1988–1995; President 1989–1996; CEO 1995–1996	Built and led healthcare operations; multi-decade operating leadership
Horizon/CMS Healthcare Corporation	Executive Vice President; Director	July 1995–July 1996	Senior leadership and board oversight in post-acute care
Rehab Hospital Services Corporation	Vice President	Prior to 1986	Rehabilitation hospital leadership

External Roles

Organization	Role	Tenure	Notes
Select Medical Holdings Corporation (“Select”)	Executive Chairman and Co‑Founder; Director	Exec. Chairman since Jan 1, 2014; Director since Feb 1997	Owns 6.94% of Select common stock as of Feb 1, 2025

Interlocks: Both Robert A. Ortenzio and Dan Thomas serve on Select’s Board .

Board Governance

Board leadership: Chairman (Ortenzio) and Lead Independent Director (Daniel Thomas); lead director responsibilities include presiding over executive sessions and liaising with independent directors .
Independence: Board majority independent (Thomas, Watkins, Pegus). Audit, Compensation, and Nominating committees are phasing to full independence under NYSE rules post-spin; HCCC and NGS expected to be fully independent by November 2025 .
Attendance: The Board met twice in FY 2024; each director attended all Board and applicable committee meetings (100% attendance) .

Committee	Membership	Chair	FY 2024 Meetings
Human Capital & Compensation (HCCC)	Ortenzio; Thomas; Pegus	Ortenzio	3
Nominating, Governance & Sustainability (NGS)	Ortenzio; Watkins; Pegus	Ortenzio	1
Audit & Compliance	Thomas; Newton; Watkins	Thomas	5
Quality of Care & Patient Safety	Pegus; Watkins	Pegus	2

Fixed Compensation (Director)

Year	Cash Fees	Equity Grant (Grant Date)	Shares Granted	Grant Date Fair Value
2024	$0 (waived during Transition Services Agreement term)	Restricted stock (Nov 26, 2024)	12,992	$299,985

Director fee schedule: Non‑employee directors received quarterly cash retainers and meeting fees; committee chair adders vary by committee. Ortenzio waived his cash fees during the Transition Services Agreement term .
Vesting: 50% of the grant is an onboarding grant vesting ratably over five years; 50% vests after the first anniversary .

Performance Compensation (Director)

No performance‑based metrics disclosed for directors; equity awards vest based on time as noted above .

Other Directorships & Interlocks

Company	Type	Relationship to CON	Potential Conflict Note
Select Medical Holdings Corporation	Public	Former parent; post‑spin agreements in place	Transition Services Agreement (up to 24 months), cost may not reflect third‑party market rates; Ortenzio is Executive Chairman and a director; Dan Thomas also on Select’s Board

Expertise & Qualifications

35+ years of leadership in healthcare operations and corporate governance across Continental Medical Systems, Horizon/CMS, and Select .
Provides deep regulatory and industry insight to Concentra’s Board .

Equity Ownership

Holder	Shares Beneficially Owned	% of Outstanding	Notes
Robert A. Ortenzio	7,224,027	5.6%	Includes 1,032,115 shares held by Robert A. Ortenzio Descendants Trust; and 226,286 shares each in three separate April 2014 trusts for Kevin M., Bryan A., and Madeline G. Ortenzio (co‑trustee); disclaims beneficial ownership except in fiduciary capacity
Unvested Director RSAs (as of 12/31/2024)	12,992	—	Outstanding unvested stock awards from 11/26/2024 grant

Anti‑hedging policy: Directors prohibited from hedging Concentra securities .
Director stock ownership guideline: At least 5x annual cash compensation (excluding meeting fees); three years to comply .

Governance Assessment

Strengths:
- Clear separation of Chairman and CEO roles with a defined Lead Independent Director structure .
- Strong attendance (100%) and active committee cadence in FY 2024 .
- Significant personal ownership (~5.6%), aligning interests with shareholders .
- Anti‑hedging and compensation recovery policies in place (enterprise‑wide), supporting governance hygiene .
Concerns/RED FLAGS:
- Independence: Board determined independent directors exclude Ortenzio; yet he chairs the HCCC and NGS committees—both committees are in a phase‑in to full independence, with completion expected by November 2025. Until full independence, investors should monitor decision‑making on pay and governance .
- Interlocks and related-party exposure: Ortenzio is Executive Chairman and director of Select while Concentra receives services under a Transition Services Agreement from Select for up to 24 months, with costs negotiated and “may not necessarily be reflective of prices” available from third parties . This presents potential conflict optics, though Ortenzio waived cash director fees during the TSA term .
- Compensation consultant: The HCCC did not engage a compensation consultant in 2024, increasing reliance on internal judgment for critical pay and human capital decisions in the first year post‑IPO .
Mitigants:
- Explicit plan and timeline to achieve full committee independence under NYSE rules .
- Lead Independent Director structure with defined responsibilities and executive sessions .
- Broad anti‑hedging policy and director ownership guidelines to enhance alignment .