Anderson Flatt
NATIONAL HEALTHCAREAbout Anderson Flatt
B. Anderson Flatt, Sr. is Senior Vice President & Chief Information Officer (CIO) at National HealthCare Corporation (NHC); age 63, with a B.S. in Computer Science from Lipscomb University, and more than 32 years of health care technology experience prior to joining NHC in 2017 . NHC’s pay-versus-performance disclosures show five-year TSR value of a $100 investment rising to $145.07 by 2024 vs. $146.89 for the S&P Healthcare Index . Company performance over FY 2022–FY 2024: Revenues grew and EBITDA improved alongside Net Income increasing to $101.9M in FY 2024; see table below for quantitative details (values retrieved from S&P Global)* [*].
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Corizon Health | Senior Vice President & Chief Information Officer | 2014–2017 | Led enterprise health IT for corrections health services, enhancing systems and cybersecurity |
| Cigna-HealthSpring | Senior Vice President & Chief Information Officer | 2006–2014 | Built payer technology capabilities and Medicare Advantage integration, scaling data/claims platforms |
| AIM HealthCare (now Optum) | IT/healthcare technology leadership | Not disclosed | Established claims analytics and healthcare tech foundation supporting operational efficiency |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ascend Federal Credit Union | Board Member & Treasurer | Not disclosed | Financial oversight; governance and technology input for member services |
| Ratio Advisory Board | Member | Not disclosed | Advisory on technology and analytics |
| Tennessee CIO | Chair Emeritus | Not disclosed | Leadership within CIO professional community |
| MTSU MSPS Advisory Board | Chair | Not disclosed | Academic program guidance and industry alignment |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 235,659 | 242,000 | 260,272 |
| Stock Awards ($) | 37,569 | 116,590 | 119,034 |
| Option Awards ($) | 122,322 | 113,203 | 195,981 |
| Non-Equity Incentive Plan Compensation ($) | 180,000 | 292,000 | 464,000 |
| All Other Compensation ($) | 3,534 | 3,541 | 1,817 |
| Total ($) | 579,111 | 767,334 | 1,041,104 |
Performance Compensation
2024 Incentive Structure and Awards
| Component | Design / Metric | Weighting | Target | Actual | Payout / Grant | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus – Cash | Company financial performance and individual plan | 40% company; 60% individual | Not disclosed | Achieved per Committee/CEO evaluation | $464,000 cash | N/A |
| Annual Bonus – Restricted Stock (RSUs) | Same bonus plan, paid in stock | 20% of total bonus in RSUs | Not disclosed | Calculated at $90.95 close on 2/8/24 | 1,275 shares; grant date 2/8/24; FV $119,034 | 1/3 on 1/1/2026; 1/3 on 1/1/2027; 1/3 on 1/1/2028 |
| Stock Options (LT) | Options under 2020 Plan | N/A | N/A | Granted | 12,000 options @ $94.10 on 3/5/24; FV $194,736 | Vest ratably over 3 years; expire 3/5/2029 |
2024 individual performance plan elements (60% of bonus): enhanced enterprise cybersecurity; implemented major software projects with departments; expanded centralized telecom/managed print; created IT interfaces with key third-party providers/payors; enhanced wireless access/functionality in centers; developed IT managed services subsidiary business plan; integrated acquisitions into NHC infrastructure for cybersecurity/functionality .
2024 Grants of Plan-Based Awards (Company table)
| Grant | Date | Cash Target ($) | Equity Target (#) | Options (#) | Exercise Price ($/sh) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| RSU (Bonus equity) | 2/8/24 | 464,000 | 1,275 | — | — | 119,034 |
| Options | 3/5/24 | — | — | 12,000 | 94.10 | 194,736 |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 24,638 shares; <1% of class (based on 15,461,829 shares outstanding) |
| Unvested RSUs | 2,410 shares (707 from 2/25/22 grant; 464 from 3/8/23; 1,239 from 3/5/24) |
| Options – Unexercisable | 12,000 @ $94.10 exp 3/5/2029; 7,467 @ $53.94 exp 3/8/2028; 3,734 @ $63.96 exp 2/18/2027 |
| Market Value of Unvested Equity | RSUs $259,220 (based on $107.56 on 12/31/24) |
| 2024 Option Exercises | 2,035 shares; value realized $200,283 |
| 2024 RSU Vesting | 1,187 shares; value realized $109,703 |
| Pledging / Hedging | No pledging disclosed for B. Anderson Flatt in footnotes; hedging prohibited by policy |
| Ownership Guidelines | Not disclosed |
Employment Terms
| Item | Disclosure |
|---|---|
| Employment Start at NHC | Joined in 2017; currently SVP & CIO |
| Employment Agreement | None; NHC does not enter into employment agreements with NEOs |
| Indemnification | Standard indemnification agreements for directors/executive officers |
| Severance Multiples | Not disclosed |
| Change-of-Control | Single-trigger acceleration of unvested equity under 2020 Plan; estimated value for B. Anderson Flatt: $1,252,328 at 12/31/24 (based on option intrinsic value vs $107.56 and RSUs at $107.56) |
| Clawback Policy | Adopted Nov 2, 2023; filed as exhibit to 2023 Form 10-K |
| Insider Trading Policy | Amended & restated Nov 7, 2024; prohibits unlawful trading/hedging; blackout periods apply |
| Hedging Policy | Hedging prohibited since Feb 13, 2020; continued in 2024 policy |
| Deferred Compensation | 2024 executive contributions: $116,000 (Key Employee Plan); 401(k) deferral $6,000; Company Key Employee match for Flatt in 2024: $0; 401(k) company match: $1,256 |
Company Performance (Context for Pay-for-Performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 1,029,085,000* | 1,087,614,000* | 1,251,759,000* |
| EBITDA ($) | 57,763,000* | 93,262,000* | 122,435,000* |
| Net Income ($) | 22,445,000* | 66,798,000* | 101,927,000 |
Values retrieved from S&P Global.*
Note: Net Income FY 2024 also disclosed in proxy pay-versus-performance table .
Pay Versus Performance (Company-Selected Measures and TSR)
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| NHC TSR – $100 initial investment ($) | 79.20 | 83.43 | 75.58 | 121.89 | 145.07 |
| S&P Healthcare Index TSR – $100 ($) | 113.45 | 143.09 | 140.30 | 143.19 | 146.89 |
| Net Income ($) | 41,871,000 | 138,590,000 | 22,445,000 | 66,798,000 | 101,927,000 |
| Adjusted Income Before Taxes ($) | 76,270,000 | 163,404,000 | 45,505,000 | 75,304,000 | 105,289,000 |
Company-selected measure linking CAP to performance: Adjusted Income Before Income Taxes (adds/subtracts unrealized gains/losses on marketable equity securities and NCI) .
Say-On-Pay & Shareholder Feedback
- 2024 say-on-pay was approved by over 98% of votes cast; Board monitors feedback and will continue annual advisory vote .
- 2025 meeting agenda includes advisory vote on NEO compensation on May 8, 2025 .
Investment Implications
- Alignment: Flatt’s pay is heavily variable with 80% cash and 20% RSUs tied to company and role-specific objectives; RSUs vest over three years, and options vest over three years with five-year expirations, reinforcing multi-year retention .
- Retention and liquidity signals: 2024 option exercise (2,035 shares; $200,283 realized) and 1,187 RSUs vested indicate periodic liquidity, with upcoming RSU tranches on 1/1/2026–2028 and option expirations in 2027–2029 that can create time-bound selling pressure .
- Risk controls: No employment agreement-based severance; change-of-control is single-trigger equity acceleration ($1.25M exposure), hedging prohibited, and a clawback policy is in place—mitigating governance risk while creating potential equity overhang under M&A scenarios .
- Ownership alignment: Beneficial ownership at 24,638 shares (<1%) with no pledging disclosed; market value of unvested RSUs ~$259k at 12/31/24 supports continued equity exposure, though absolute stake is modest relative to outstanding shares .