Josh McCreary
NATIONAL HEALTHCAREAbout Josh McCreary
Josh A. McCreary is Senior Vice President, General Counsel, and Secretary at National HealthCare Corporation (NHC), a role he has held since joining the company in 2019 after 20 years in private practice at Hudson, Reed & McCreary and service as County Attorney for Rutherford County, TN (2016–2019) . He is 52 years old, holds a J.D. magna cum laude from the University of Tennessee (editor, Tennessee Law Review) and a B.A. from Lipscomb University, and serves on several non-profit boards (Barnabas Vision, Journeys in Community Living, Burgess Family Foundation) . During his tenure, NHC’s cumulative TSR measured as a $100 investment since 12/31/2019 reached $145.07 versus $146.89 for the S&P Healthcare Index by FY2024, linking executive pay to Net Income and Adjusted Income Before Income Taxes as key company-selected performance measures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hudson, Reed & McCreary, PLLC | Attorney | ~1999–2019 | Counseled businesses, governments, and individuals across transactional, compliance, and litigation matters . |
| Rutherford County, Tennessee | County Attorney | 2016–2019 | Oversaw legal affairs and public policy support at county level . |
| National HealthCare Corporation | SVP, General Counsel & Secretary | 2019–present | Lead legal strategy; reduce liability suits/costs; manage legal fees; support business development . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Barnabas Vision, Inc. | Board Member | N/A | Community service and governance . |
| Journeys in Community Living, Inc. | Board Member | N/A | Community inclusion and support services . |
| Burgess Family Foundation | Board Member | N/A | Philanthropy and community impact . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $231,750 | $238,000 | $296,181 |
| Non-Equity Incentive Plan Compensation (Cash Bonus) ($) | $188,000 | $324,000 | $504,000 |
| Stock Awards (Restricted Stock Fair Value) ($) | $39,268 | $129,388 | $129,034 |
| Option Awards (Fair Value) ($) | $122,322 | $120,312 | $194,736 |
| All Other Compensation ($) | $1,884 | $2,239 | $4,211 |
| Total Compensation ($) | $583,224 | $813,939 | $1,128,162 |
Deferred compensation elections (2024): $22,000 to the Key Employee Plan and $13,500 to the 401(k) Plan; company match in 2024 to McCreary’s accounts was $0 for Key Employee Plan and $3,952 to the 401(k) .
Performance Compensation
| Component | Weighting | Metrics | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Company financial performance | 40% of bonus | Overall company financial performance (Net Income, Adjusted Income Before Taxes used for CAP linkage) | Not disclosed | Not disclosed | Part of $504,000 cash + 1,385 RS shares | RS vesting one-third on Jan 1, 2026, 2027, 2028 |
| Individual legal plan | 60% of bonus | Reduce professional liability suits/costs; manage/reduce legal fees; public policy oversight; support business development; broaden legal support; implement legal department projects | Not disclosed | Not disclosed | Part of $504,000 cash + 1,385 RS shares | RS vesting one-third on Jan 1, 2026, 2027, 2028 |
2024 Bonus Split for McCreary:
| Cash ($) | Restricted Stock (# of shares) |
|---|---|
| $504,000 | 1,385 |
2024 Grants of Plan-Based Awards:
| Grant Date | Non-Equity Incentive Target ($) | Equity Incentive Target (# RS) | Options (#) | Exercise Price ($/sh) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| 2/8/2024 | $504,000 | 1,385 | — | — | $129,304 (RS) |
| 3/5/2024 | — | — | 12,000 | $94.10 | $194,736 (Options) |
RS issued based on closing price $90.95 on Feb 8, 2024; vesting 1/3 on Jan 1, 2026, 2027, 2028 .
Equity Ownership & Alignment
| As-of Date | Total Beneficial Ownership (shares) | % of Outstanding | Restricted Stock Held (shares) | Options (shares) | Pledged/Hedged | Notes |
|---|---|---|---|---|---|---|
| March 14, 2025 | 19,258 | <1% | 2,543 | 11,734 | No pledge disclosed for McCreary; hedging prohibited by policy | Insider trading policy updated Nov 7, 2024; hedging prohibited; blackout periods apply . |
2024 Outstanding Equity Awards at Fiscal Year-End (McCreary):
| Instrument | Status | Quantity (#) | Strike ($) | Expiration |
|---|---|---|---|---|
| Stock Options | Un-exercisable | 12,000 | 94.10 | 3/5/2029 |
| Stock Options | Un-exercisable | 8,000 | 53.94 | 3/8/2028 |
| Stock Options | Un-exercisable | 3,734 | 63.96 | 2/18/2027 |
| Restricted Stock (unearned) | Unvested | 2,496 | N/A | N/A |
| Market Value (RS unearned) | — | $268,470 | N/A | Calculated at $107.56 on 12/31/2024 |
2024 Option Exercises and Stock Vesting (McCreary):
| Metric | Quantity (#) | Value ($) |
|---|---|---|
| Options exercised | 2,023 | $205,534 |
| Restricted stock vested | 1,090 | $100,738 |
Equity award design: Options typically vest ratably over three years and expire in five years; Company states it has never repriced options .
Employment Terms
- Employment agreements: The Company does not enter into employment agreements with executive officers; McCreary is covered under the standard indemnification agreement .
- Change-in-control: The 2020 Omnibus Equity Incentive Plan provides single-trigger acceleration of vesting for outstanding options upon change in control; estimated value for McCreary at 12/31/2024 would be $1,301,552 including unvested options and restricted stock (based on $107.56 stock price) .
- Clawback: Compensation Recoupment “Clawback” Policy adopted Nov 2, 2023; filed as exhibit to 2023 Form 10-K .
- Hedging: Hedging transactions by officers/directors prohibited; policy reaffirmed in Amended and Restated Insider Trading Policy adopted Nov 7, 2024 .
- Deferred compensation: McCreary deferred $22,000 (Key Employee Plan) and $13,500 (401(k)) from 2024 compensation .
NHC Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $1,029,085,000* | $1,087,614,000* | $1,251,759,000* |
| EBITDA ($) | $57,763,000* | $93,262,000* | $122,435,000* |
*Values retrieved from S&P Global.
TSR (Pay vs Performance):
- Value of $100 investment (cumulative TSR): NHC $145.07 vs S&P Healthcare Index $146.89 by FY2024 .
- Company-selected pay-performance measures: Net Income ($101,927,000 FY2024) and Adjusted Income Before Income Taxes ($105,289,000 FY2024) .
Compensation Structure Analysis
- Cash vs equity mix: Significant at-risk pay via non-equity incentive plus RS and options; 2024 bonus paid 80% cash and 20% restricted stock with three-year vesting, reinforcing retention and alignment .
- Performance metric emphasis: Individual metrics for McCreary focus on reducing liability costs, managing legal fees, public policy, and business development; company financial performance drives 40% of bonus allocation .
- Equity award practices: Annual option grants at market strike, 3-year ratable vesting, 5-year expiration; no option repricing history .
- Shareholder feedback: Say-on-pay received over 98% approval at the 2024 annual meeting; the program was continued largely unchanged .
Risk Indicators & Red Flags
- Hedging/pledging: Hedging prohibited; no pledging disclosed for McCreary’s holdings; one other executive (CFO) has pledged shares, highlighting monitoring importance for broader team .
- Change-in-control economics: Single-trigger equity vesting acceleration could create retention or transaction-related windfalls; McCreary’s estimated change-in-control equity value $1,301,552 at YE2024 .
- Governance controls: Insider trading policy updated; clawback policy adopted; no employment agreements—reduces guaranteed severance burdens but shifts reliance to equity plans .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Stock ownership guidelines | Not disclosed in proxy for executive officers . |
| Compliance status | Not disclosed . |
| Vested vs unvested | Unvested RSU equivalents: 2,496 shares ($268,470 market value at $107.56) . |
| Upcoming vesting dates | RS vesting: Jan 1, 2026; Jan 1, 2027; Jan 1, 2028 (equal tranches) . |
Investment Implications
- Pay-for-performance alignment: McCreary’s annual incentive is tied 40% to company financials and 60% to legal/operational effectiveness, with deferred equity (RS) vesting over three years—supporting retention and alignment; absence of discretionary bonuses in 2024 reinforces discipline .
- Near-term trading signals: Scheduled RS vesting on Jan 1, 2026–2028 and option vesting/expirations (2027–2029) create predictable potential supply events; monitor Form 4 filings around these dates for selling behavior .
- Change-in-control sensitivity: Single-trigger vesting acceleration under the 2020 Omnibus Plan amplifies payout sensitivity to strategic transactions (McCreary est. $1.30M at YE2024), an important consideration for M&A scenarios .
- Ownership scale: McCreary’s direct beneficial ownership is modest (<1% of outstanding), but combined with unvested RS and options provides meaningful exposure; hedging is prohibited, mitigating misalignment risk .
- Governance strength: High say-on-pay support (98% in 2024), formal clawback, and strict insider policies indicate strong governance—reducing compensation-related headline risk .