William K. Newton

About William K. Newton

William K. Newton, 61, is Concentra’s Chief Executive Officer (since rejoining in 2015) and has been a director since June 2024; he previously served as President until 2023 and as Chairman from 2018–2022 during the joint venture period with Select and Welsh Carson . He earned a BBA in accounting from Texas A&M University in 1985 and earlier held accounting/finance roles at The Associates First Capital Corporation and was a CPA with KPMG Peat Marwick . The 2025 proxy includes “pay versus performance” disclosures illustrating the relationship between compensation actually paid to the PEO and (i) Concentra’s TSR (from July 25, 2024 through Dec 31, 2024), (ii) Adjusted EBITDA, and (iii) net income, providing context for alignment with shareholder outcomes in the initial post-spin period .

Past Roles

Organization	Role	Years	Strategic impact
Concentra (Concentra Group Holdings Parent, Inc.)	Chief Executive Officer; Director	2015–present (CEO), Director since 2024	Led the business through the spin-off period; board oversight as management director .
Concentra	President (also COO historically)	President until 2023; COO/President 2007–2011	Scaling operations and day-to-day leadership in prior tenure .
Concentra/OccuSystems (predecessor)	Various management and operational roles; promoted to President & COO	1995–2011	Senior operating leadership of predecessor and company .
Concentra	Chairman of the Board	2018–2022	Board leadership during JV period with Select and Welsh Carson .
DentalOne Partners	President & Chief Operating Officer	2011–2015	Executive leadership experience outside Concentra .
Columbia HCA Ambulatory Surgery Division (and predecessor Medical Care International)	Management roles	1991–1995	Ambulatory operations experience .
The Associates First Capital Corporation; KPMG Peat Marwick	Accounting/finance roles; CPA	Pre‑1991	Finance and audit foundation; CPA credential .

External Roles

No current external public company directorships are disclosed in Mr. Newton’s proxy biography; the biography enumerates his Concentra roles and earlier operating roles but does not list other public boards .

Fixed Compensation

Multi-year compensation (Summary Compensation Table):

Metric	2022	2023	2024
Salary ($)	698,077	700,000	700,000
Bonus ($)	—	—	175,000 (IPO-related discretionary)
All Other Compensation ($)	3,394,185	3,661,491	33,661 (401k $4,942; GTL $3,564; dividends on unvested Select stock $25,155)
Total ($)	7,423,271	7,032,027	7,075,161

Notes:

Company policy: no change-in-control excise or other tax gross-ups; no guaranteed bonuses; no SERP .

Performance Compensation

Annual and long-term incentive structure and 2024 outcomes:

Annual Management Incentive Plan (2024): Metric based on EBITDA with a threshold-to-maximum range; for 2024, EBITDA targets ranged from $378 million (minimum) to $385 million (maximum), with payouts expressed as a percentage of base salary and linear interpolation between milestones; 2024 payouts were made at 75% of target bonus for NEOs . Beginning fiscal 2025, annual targets incorporate both Adjusted EBITDA and EPS .
Long-Term Cash Incentive Plan (LTIP): Two-year performance cycle based on per-interest equity value; the 1/1/2024–12/31/2025 cycle was accelerated and paid as of 12/31/2024, and the LTIP was terminated thereafter .
Clawback: Recovery policy compliant with NYSE Rule 10D‑1 applies to cash/equity incentive pay tied to financial measures upon an accounting restatement, in addition to other recoupment rights .

2024 plan specifics for William K. Newton:

Plan/Metric	Weighting	Threshold (2024)	Target (2024)	Maximum (2024)	Actual Payout (2024)	Mechanics/Vesting
Management Incentive Plan (EBITDA)	100% EBITDA (2024)	$647,500	$1,295,000	No formal cap for 2024	$971,250 (75% of target)	Cash bonus; 2025 plan adds EPS alongside Adjusted EBITDA .
Long-Term Cash Incentive (LTIP)	N/A	N/A	N/A	N/A	Cycle accelerated/paid at 12/31/2024; plan terminated	2-year cash plan based on per-interest equity value; included adjustments for extraordinary items .

Equity awards (2024):

Grant Date	Instrument	Shares/Units	Grant-Date FV ($)	Vesting
11/26/2024	Restricted Stock (time-based)	225,000	5,195,250 (225,000 × $23.09)	25% on each of the first four anniversaries; pro-rata acceleration upon death, disability, or termination following change in control, subject to terms .

Other 2024 equity vesting:

67,081 shares of Select Medical common stock vested on 11/5/2024 in connection with the spin-off; value realized $2,496,084 at $37.21 per share .

Equity Ownership & Alignment

Beneficial ownership (as of March 1, 2025): 257,831 shares; <1% of outstanding; all directors/executives as a group: 8,434,192 (6.6%) .
Unvested Concentra restricted stock outstanding at 12/31/2024: 225,000 shares; market value $4,450,500 at $19.78 per share .
Stock ownership guidelines (executives): CEO and Chairman (if employed) must hold stock equal to 3.0x base salary; CFO 3.0x; other NEOs 1.5x; 3-year compliance window; includes time-based restricted stock (vested and unvested) in calculation; excludes options/SARs; one-year post-vest/exercise holding period for shares received from awards, net of tax/exercise .
Anti-hedging: Company prohibits hedging transactions (prepaid forwards, options, swaps, collars, etc.) by employees and directors .

Ownership and alignment summary table:

Item	Detail
Beneficial ownership (3/1/2025)	257,831 shares; <1% of outstanding .
Unvested RS at 12/31/2024	225,000 shares; valued at $4,450,500 ($19.78/sh) .
Executive ownership policy	CEO 3.0x salary; 3 years to comply; counts time-based RS; 1-year hold post-vest/exercise .
Hedging	Prohibited for employees/directors .

Employment Terms

Key employment and severance provisions for Mr. Newton:

Termination without cause or resignation for “good reason” (which includes a change of control): (i) any earned but unpaid prior-year bonus, (ii) 24 months of base salary continuation, (iii) pro‑rata annual bonus for the year of termination based on actual performance, plus a make‑whole if that pro‑rata amount is below the higher of current-year target or the average of the prior three annual bonuses; subject to release and restrictive covenants .
Death or disability: Final compensation and any earned but unpaid prior-year bonus; equity pro-rata vesting applies per award terms .

Modeled termination values as of December 31, 2024:

Scenario	Base Salary ($)	Earned/Unpaid Bonus ($)	Pro‑Rata Bonus ($)	Equity Pro‑Rata Vesting Value ($)
Without Cause	1,400,000	971,250	2,035,100 (includes make‑whole per footnote)	—
For Good Reason	1,400,000	971,250	2,035,100	—
Death	—	971,250	—	106,617
Disability	—	971,250	—	106,617

Clawbacks, repricing, and trading policies:

Incentive compensation recovery policy compliant with NYSE Rule 10D‑1; plan and award agreements subject to recoupment .
Equity plans prohibit buyouts/repricing of out-of-the-money options/SARs without prior shareholder approval .
Anti-hedging policy; director and executive stock ownership guidelines as above .

Board Governance

Board roles: Mr. Newton is a Director (since 2024) and CEO; he receives no additional director compensation for board service .
Leadership structure: Separate Chairman (Robert A. Ortenzio) and Lead Director (Daniel J. Thomas), providing checks on executive authority .
Director compensation and equity: Non-employee directors receive quarterly cash retainers and meeting fees plus an annual equity grant (12,992 RS shares granted 11/26/2024; 50% onboard grant vests ratably over five years; 50% annual grant vests after one year) .
Director ownership guideline: 5x annual cash retainer; 3-year compliance window .
Say‑on‑pay: At the 2025 Annual Meeting, shareholders will vote on the frequency of say‑on‑pay; Board recommended annual frequency .

Performance & Track Record

Pay-versus-performance visuals: Proxy presents relationships between PEO pay and TSR (since July 25, 2024 IPO reference date), Adjusted EBITDA, and net income, contextualizing early post-spin alignment; no precise numeric TSR/metric pairings are disclosed in text .
2024 incentive construct: EBITDA-based annual plan with payouts at 75% of target for 2024; program evolves to include EPS in 2025, signaling a broader focus on both profitability and per-share outcomes .

Compensation Structure Analysis

Increased equity alignment: 2024 featured time-based restricted stock grants (no options were granted in 2024), with four-year ratable vesting, enhancing retention and alignment through multi-year service requirements .
Long-term cash plan sunset: The LTIP was accelerated and terminated effective 12/31/2024, simplifying the long-term incentive mix toward equity .
Risk controls: Clawback compliant with NYSE Rule 10D‑1; anti-hedging; prohibition on option repricing without shareholder approval; no excise tax gross-ups .

Director Compensation (for reference)

Mr. Newton: No director fees or stock for board service (as a management director) .
Non-employee directors: Example 2024 totals — cash fees (meeting/retainer) and stock awards valued at ~$299,985; unvested director stock awards outstanding: 12,992 per non-employee director as of 12/31/2024 .

Investment Implications

Alignment: Significant unvested RS (225,000 shares) plus a 3x-salary ownership guideline and 1‑year post‑vest holding rule support medium-term alignment and dampen near-term selling pressure from vesting events .
Retention and change-in-control: Strong retention via 24 months’ salary severance and pro‑rata bonus (with make‑whole protection) on qualifying termination, including “good reason” that encompasses change of control; equity provides pro‑rata acceleration upon specified events, balancing retention with exit protection .
Pay-for-performance trajectory: 2024 EBITDA-based payout at 75% of target and the addition of EPS in 2025 indicate tightening linkage to operational and per-share outcomes; the proxy’s pay-versus-performance visuals further support monitoring realized pay against TSR/financials post-spin .
Governance checks: Separate Chairman and Lead Director roles, no director pay for the CEO, and established clawback/anti‑hedging policies reduce governance and compensation risk factors for investors .