Mike Ussery
NATIONAL HEALTHCAREAbout Mike Ussery
R. Michael Ussery is President & Chief Operating Officer of National HealthCare Corporation (NHC), age 66, with a 45-year tenure since joining in 1980; appointed COO on January 1, 2009 and President on January 1, 2017. He holds a B.B.A. from the University of Notre Dame and an M.B.A. from Middle Tennessee State University, and was named NHC’s Administrator of the Year in 1989 . Company performance under the pay-versus-performance disclosure shows improving net income and adjusted pre-tax income since 2022 alongside positive TSR, indicating alignment between executive pay and shareholder outcomes .
NHC Performance (context for pay-for-performance)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($) | $22,445,000 | $66,798,000 | $101,927,000 |
| Adjusted Income Before Income Taxes ($) | $45,505,000 | $75,304,000 | $105,289,000 |
| NHC Total Shareholder Return (Value of $100) | 75.58 | 121.89 | 145.07 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NHC | President & Chief Operating Officer | 2017–present (President), 2009–present (COO) | Co-leads operations and strategic execution across SNF, assisted living, and related services |
| NHC | Senior Vice President, Operations | Promoted early Jan 2005 | Led operations performance; precursor to COO role, enterprise scale-up |
| NHC | Senior VP – Central Region; Regional VP; Administrator | Not disclosed (joined 1980) | Multi-site leadership; earned Administrator of the Year (1989) |
External Roles
No external board or professional roles for Mr. Ussery are disclosed in the proxy biography .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $465,405 | $475,000 | $514,913 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Overall Company financial performance | 40% of bonus | Not disclosed | Pre-tax earnings (excl. unrealized securities) $105,289,176 | Part of $976,000 cash + 2,683 RS shares (20% of bonus in RS) | RS vests 1/3 on Jan 1, 2026; 1/3 on Jan 1, 2027; 1/3 on Jan 1, 2028 |
| Clinical quality (SNF 5-star, HC 5-star), survey results | Part of the remaining 60% | Not disclosed | Not disclosed | Included in total payout above | RS vesting as above |
| Customer satisfaction | Part of the remaining 60% | Not disclosed | Not disclosed | Included in total payout above | RS vesting as above |
| Workplace satisfaction (surveys, turnover, retention) | Part of the remaining 60% | Not disclosed | Not disclosed | Included in total payout above | RS vesting as above |
| Liability insurance improvements | Part of the remaining 60% | Not disclosed | Not disclosed | Included in total payout above | RS vesting as above |
| NHC Institutional Special Needs Plan (ISNP) performance | Part of the remaining 60% | Not disclosed | Not disclosed | Included in total payout above | RS vesting as above |
2024 Bonus Funding and Allocation Mechanics
- Bonus Pool equals 5% of pre-tax earnings excluding unrealized gains/losses on marketable securities; 2024 Pool $5,264,459 .
- Each NEO’s bonus: 80% cash / 20% restricted stock priced at $90.95 on Feb 8, 2024; RS vests over three years starting Jan 1, 2026 .
- Mr. Ussery’s 2024 payout: $976,000 cash and 2,683 RS shares .
Equity Awards and Vesting
| Grant Type | Grant Date | Number | Strike/Grant Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Stock Options | Mar 5, 2024 | 13,500 | $94.10 | 1/3 annually over 3 years | Mar 5, 2029 |
| Stock Options | Mar 8, 2023 | 9,000 | $53.94 | 1/3 annually over 3 years | Mar 8, 2028 |
| Stock Options | Feb 18, 2027 | 4,234 | $63.96 | 1/3 annually over 3 years | Feb 18, 2027 |
| Restricted Stock (2024 bonus RS portion) | Feb 8, 2024 | 2,683 shares | $90.95 (calc. basis) | 1/3 on Jan 1, 2026; 1/3 on Jan 1, 2027; 1/3 on Jan 1, 2028 | — |
2024 Outstanding at Fiscal Year-End (Alignment and Overhang)
| Item | Amount |
|---|---|
| Unexercised Options Unexercisable (#) | 13,500 (2024 grant) |
| Restricted Stock Unvested (#) | 4,951 |
| Market Value of Unvested RS ($) at $107.56 | $532,530 |
| Option vesting cadence | Vests ratably over three years; options expire in five years; no repricing history |
2024 Realizations
| Item | Amount |
|---|---|
| Options exercised (shares) | 2,211 |
| Value realized on option exercises ($) | $217,461 |
| RS shares vested (shares) | 2,466 |
| Value realized on RS vesting ($) | $227,908 |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 168,955 |
| Ownership % of Outstanding Shares | 1.09% (out of 15,461,829) |
| Included in total: Restricted Stock | 4,835 shares |
| Included in total: Options | 13,234 shares |
| Shares Pledged as Collateral | None disclosed for Ussery |
| Hedging | Prohibited by Board policy (2020), reaffirmed in 2024 Insider Trading Policy |
| Stock Ownership Guidelines | Not disclosed in proxy |
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | None; NHC does not enter into employment agreements with executive officers |
| Severance (salary/bonus multiples) | None disclosed; no severance agreements |
| Change-of-Control (CoC) | Equity vesting accelerates upon CoC (single-trigger for options/RS per plan); Ussery’s accelerated value as of 12/31/24: $1,817,195 |
| Clawback | Compensation Recoupment “Clawback” Policy adopted Nov 2, 2023 |
| Insider Trading | Amended & Restated Insider Trading Policy adopted Nov 7, 2024; blackout periods apply |
| Hedging/Pledging | Hedging prohibited; no explicit pledging prohibition disclosed; CFO disclosed pledge of 5,000 shares; CEO disclosed 2,500 shares in margin account (context, not specific to Ussery) |
| Non-compete/Non-solicit | Not disclosed |
Deferred Compensation and Benefits
| Plan | Executive Contribution (2024) | Company Match (2024) | Notes |
|---|---|---|---|
| Key Employee Deferred Compensation Plan | $177,000 | $26,550 | Company matches 15% only on deferrals invested in NHC stock; vesting over eight years; plan provided by National Health Corporation (not a Company liability) |
| 401(k) | $27,000 deferral; match $4,313 | Included above | Company match equals 50% of employee contribution up to 2.5% of quarterly compensation |
Multi-Year Compensation Mix
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $465,405 | $475,000 | $514,913 |
| Stock Awards ($) | $71,848 | $241,178 | $250,485 |
| Option Awards ($) | $138,704 | $135,351 | $219,078 |
| Non-Equity Incentive ($) | $344,000 | $604,000 | $976,000 |
| All Other Compensation ($) | $29,704 | $32,452 | $33,513 |
| Total ($) | $1,049,661 | $1,487,981 | $1,993,989 |
Governance, Say‑on‑Pay, and Related Parties
| Item | Detail |
|---|---|
| Say‑on‑Pay Approval (2024) | >98% of votes cast in favor; no material changes to NEO programs following vote |
| Compensation Committee | Independent; chaired by Emil E. Hassan; reviewed CD&A and recommended inclusion |
| Peer Benchmarking | Management uses AON and other proxy data for benchmarking executive pay |
| Related Party Transactions (Ussery) | R. Marshall Ussery (son) serves as an Administrator at NHC Place at the Trace; covered by related party policy oversight |
Investment Implications
- Pay-for-performance alignment appears robust: 40% of Ussery’s annual bonus ties directly to company financial performance, with the remaining 60% tied to operational quality and satisfaction metrics; 2024 earnings momentum funded a larger bonus pool and higher non-equity payout, consistent with improved net income and adjusted pre-tax income .
- Retention risk is moderate: significant unvested RS (4,951 shares) and multi-year option grants vesting through 2026–2029 provide continued retention incentives; absence of an employment agreement reduces severance liabilities but increases at-will flexibility .
- Potential selling pressure windows: 2024 RS tranches vest on Jan 1 of 2026/2027/2028; options granted in 2024 begin vesting over three years and expire in 2029; monitoring Form 4s around these dates is prudent .
- Alignment and risk controls: 1.09% ownership supports skin-in-the-game; hedging is prohibited; no pledged shares disclosed for Ussery (CFO pledge and CEO margin holdings exist at the company level), suggesting lower misalignment risk specific to Ussery .
- Change-of-control economics: single-trigger equity acceleration yields a material $1.82m value for Ussery, which is meaningful but equity-based (no cash severance), reducing cash parachute risk while still creating event-driven optionality .
- Shareholder support is strong (98% say‑on‑pay), indicating low near-term governance pressure on compensation structure; continued benchmarking via AON suggests pay levels remain within market norms .