Brian Kidd
NATIONAL HEALTHCAREAbout Brian Kidd
Brian F. Kidd is Senior Vice President & Chief Financial Officer of NHC. He joined NHC in 2008, was SVP, Controller & Principal Accounting Officer from January 1, 2017 to May 31, 2023, and became CFO on May 31, 2023. He is a CPA with a B.S. in Accounting from Middle Tennessee State University (1998) and spent 10 years in public accounting prior to NHC. His responsibilities include internal and external financial reporting, treasury and cash management, healthcare reimbursement compliance, tax compliance, and Sarbanes-Oxley requirements . Company pay-versus-performance uses Net Income and Adjusted Income Before Income Taxes as the core measures linking compensation to performance; since 2019, a $100 investment in NHC was worth $145.07 in 2024 versus $146.89 for the S&P Healthcare Index, with 2024 Net Income of $101.9M and Adjusted Income Before Income Taxes of $105.3M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NHC | SVP, Controller & Principal Accounting Officer | 2017–May 31, 2023 | Oversaw financial reporting, controls, and accounting leadership for the company . |
| NHC | Vice President of Financial Reporting | Prior to 2017 | Led financial reporting; supported treasury, cash management, reimbursement and tax compliance . |
| NHC | Director of Financial Reporting | Prior to 2017 | Managed reporting processes and SOX compliance . |
| Public Accounting | Accountant (CPA) | 10 years prior to 2008 | Practice in audit/tax across businesses and governments; foundational experience before joining NHC . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Middle Tennessee State University Foundation | Board of Trustees | Current |
| Middle Tennessee State University | Accounting Advisory Board | Current |
| Murfreesboro Water Resources Board | Board Member | Current |
| First National Bank of Middle Tennessee | Board Member | Current |
| Providence Christian Academy | Board of Trustees | Current |
| One Hundred Club of Rutherford County, Inc. | Board Member | Current |
| National Health Corporation (ESOP trustee board) | Board Member (disclaims beneficial ownership) | Current |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 224,050 | 228,000 | 281,351 |
| Bonus ($) | -0- | -0- | -0- |
| Stock Awards ($) | 39,268 | 132,587 | 132,384 |
| Option Awards ($) | 122,322 | 120,528 | 195,032 |
| Non-Equity Incentive Plan Compensation ($) | 188,000 | 332,000 | 518,000 |
| All Other Compensation ($) | 1,826 | 2,362 | 3,846 |
| Total ($) | 575,466 | 815,477 | 1,130,613 |
Additional details:
- 2024 401(k) company match for Kidd: $3,767; Key Employee Plan match $0 .
- 2024 deferrals: $60,000 to the Key Employee Plan, $13,500 to the 401(k) Plan .
- 2024 base salary set at $281,351 .
Performance Compensation
| Component | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (Cash) | Company financial performance | 40% | Not disclosed | $518,000 cash paid for 2024 | N/A |
| Annual Bonus (Restricted Stock) | Company financial performance | 40% | Not disclosed | 1,418 RSU shares for 2024 bonus | 3-year, one-third each Jan 1, 2026; Jan 1, 2027; Jan 1, 2028 |
| Annual Bonus (Cash) | Functional goals: SEC filing timeliness/compliance; no restatements; tax return and cost report timeliness/compliance; efficiencies in Operational Accounting; improve financial condition, profitability, and operating cash flows | 60% | Not disclosed | Included in $518,000 cash + 1,418 RSU shares; final allocation by CEO and Compensation Committee | RSUs vest as above |
| Stock Options (annual grant) | Equity value creation | N/A | N/A | 12,000 options @ $94.10 (granted 3/5/24); FV $194,736 | Options vest ratably over 3 years and expire in 5 years |
| Plan Funding | Bonus Pool | N/A | 5% of pre-tax earnings excl. unrealized gains/losses | 2024 pool $5,264,459 on $105,289,176 pre-tax excl. unrealized gains/losses | N/A |
Company-selected pay-versus-performance measures are Net Income and Adjusted Income Before Income Taxes, used to link compensation actually paid to performance .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Total beneficial ownership | 34,415 shares (includes components below) |
| Ownership as % of shares outstanding | ~0.22% (34,415 / 15,461,829) |
| Restricted stock held (included in beneficial ownership) | 2,599 shares |
| Stock options (exercisable within 60 days, included in beneficial ownership) | 11,734 options |
| Shares pledged as collateral | 5,000 shares pledged for a loan (red flag) |
| Anti-hedging policy | Hedging by officers/directors prohibited (policy adopted Feb 13, 2020; continued under Nov 7, 2024 Insider Trading Policy) |
| Stock ownership guidelines | Not disclosed (no multiple-of-salary guideline in proxy) — |
| Compliance status with guidelines | Not disclosed — |
Outstanding and activity detail (as of/for 2024):
- Unvested/Unearned RSUs at 12/31/24: 2,540 shares (646 from 2/25/22, 485 from 3/8/23, 1,409 from 3/5/24); market value $273,202 at $107.56 .
- Unexercisable options at 12/31/24: 12,000 @ $94.10 exp. 3/5/29; 8,000 @ $53.94 exp. 3/8/28; 3,734 @ $63.96 exp. 2/18/27 .
- 2024 stock vested: 1,098 shares; value realized $101,477 .
- 2024 option exercises: 2,115 shares; value realized $208,002 .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement (contract term/auto-renewal) | NHC does not enter into employment agreements with Named Executive Officers . |
| Severance provisions (salary+bonus multiples) | None disclosed (no employment agreements) . |
| Change-in-control (CIC) economics | 2020 Equity Incentive Plan accelerates vesting of each outstanding option upon a CIC; at 12/31/24, Kidd’s accelerated value would be $1,309,834 (options and restricted stock at $107.56) . |
| Trigger type | CIC acceleration per plan (single-trigger on equity vesting); employment severance triggers not disclosed . |
| Clawback/recoupment | Compensation Recoupment “Clawback” Policy adopted Nov 2, 2023 (NYSE-American Section 811) . |
| Insider trading/hedging/blackouts | Amended and Restated NHC Insider Trading Policy adopted Nov 7, 2024; prohibits trading on MNPI, hedging transactions; routine and non-routine blackout periods apply . |
| Deferred compensation | Key Employee Deferred Compensation Plan (non-qualified) with 15% company match only when invested in NHC stock; matches vest after 8 years; Kidd deferred $60,000 (KEP) and $13,500 (401k) from 2024 comp . |
| Pension/SERP | No pension benefit plans used; table not utilized . |
Investment Implications
- Pay-for-performance alignment is anchored to company financial performance: bonus pool is formulaic (5% of pre-tax earnings excluding unrealized gains/losses) and Kidd’s plan weights 40% on company financials, 60% on compliance and operational finance outcomes; RSU grants from the bonus vest over three years, reinforcing retention and multi-year alignment .
- Equity leverage and selling pressure: Kidd exercised 2,115 options in 2024 and had 1,098 RSUs vest, indicating recurring settlement needs; combined with 5,000 shares pledged as loan collateral, this raises potential selling pressure or margin-call risk if the stock declines (pledging is a notable red flag given hedging is banned but pledging is not explicitly prohibited) .
- CIC exposure is meaningful: accelerated vesting would deliver ~$1.31M to Kidd, reflecting sizable unvested equity; no employment severance multiples (salary/bonus) are disclosed, concentrating CIC value in equity acceleration rather than cash severance .
- Ownership skin-in-the-game is material for an NEO but under 1%: ~34.4K shares beneficially owned (~0.22% of SO) including 2.6K restricted and 11.7K options; ongoing option grants vest over three years and expire after five, maintaining upside incentives but also periodic exercise activity .
- Governance safeguards: clawback policy (2023) and strict insider trading/hedging policies (2024) mitigate misconduct risk; however, the presence of pledged shares suggests residual alignment risk not fully addressed by policy .