Richard F. LaRoche
NATIONAL HEALTHCAREAbout Richard F. LaRoche
Independent director of National HealthCare Corporation; age 79; director since 2002. Former NHC Secretary and General Counsel (27 years) and Senior Vice President (14 years), retiring in May 2002. Education: A.B. from Dartmouth College and J.D. from Vanderbilt University. Audit Committee financial expert designation and currently chairs the Nominating & Corporate Governance Committee; serves on Audit and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National HealthCare Corporation | Secretary & General Counsel; Senior Vice President | Secretary & GC for 27 years; SVP for 14 years; retired May 2002 | Responsible for finance and development initiatives |
| National HealthCare Corporation | Director | Since 2002 | Chair, Nominating & Corporate Governance; member, Audit and Compensation |
| Lodge Manufacturing Company (private) | Director | 2001–2021 | Member, Compensation & Audit; Chair, Audit Committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Health Investors, Inc. (NYSE: NHI) | Director | 1991–2008 | Historical interlock; no current role |
| National Health Realty, Inc. | Director | 1997–2007 | Historical interlock |
| Premier Plus Insurance Company (affiliate) | Board member | 2024 | Received $4,000 fee (director service on affiliated insurance board) |
Board Governance
- Independence: Board determined all directors except the CEO are independent; LaRoche identified as independent .
- Committees: Chair, Nominating & Corporate Governance; member, Audit; member, Compensation .
- Financial expertise: Board determined LaRoche meets SEC “Audit Committee Financial Expert” definition .
- Attendance/engagement: Board met five times in 2024; all directors attended at least 75% of Board and applicable committee meetings; LaRoche attended four Board meetings in 2024 .
- Executive sessions: Non-management directors hold regular executive sessions within committee meetings; committee chairs preside .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Cash fees | $28,000 | $3,000 per scheduled meeting attended; committee chair fees ($4,000 for Nominating chair); plus $4,000 Certification Committee and $4,000 Premier Plus Insurance Company board fees; aggregate cash reported as $28,000 |
| Total fixed cash | $28,000 | As disclosed in the Director Compensation table |
Performance Compensation
| Component (2024) | Detail | Amount/Terms |
|---|---|---|
| Annual director stock options | Grant of 7,500 options on May 9, 2024; five-year term; one-year vest; exercise price set at closing price on grant day; fair value computed under ASC 718 | Option awards fair value $117,410 |
| Discretionary director bonus for equity | Discretionary cash bonus intended to exercise options or purchase Company stock to increase ownership alignment | $125,000 |
Performance metrics tied to director compensation: Not disclosed for non-employee directors; director equity awards and discretionary bonus are not tied to specific operational metrics .
Other Directorships & Interlocks
- Historical public boards: National Health Investors, Inc. (1991–2008) and National Health Realty, Inc. (1997–2007) .
- Current interlocks: None disclosed for LaRoche; Compensation Committee Interlocks section notes no relationships requiring Item 404 disclosure for LaRoche in 2024 .
- Affiliate involvement: Service on Premier Plus Insurance Company board (affiliate) with $4,000 fee .
Expertise & Qualifications
- Legal and governance: Former NHC Secretary & General Counsel; extensive experience in healthcare corporate governance and development/finance initiatives .
- Audit/financial oversight: Identified as Audit Committee Financial Expert; past chair of a private company’s Audit Committee (Lodge Manufacturing) .
- Education: Dartmouth A.B.; Vanderbilt J.D. .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 390,027 shares |
| Ownership % of shares outstanding | 2.52% |
| Options outstanding | 35,000 shares issuable upon exercise |
| Indirect holdings | 154,000 shares held by trusts/partnerships where LaRoche is trustee/general partner |
| Shares pledged as collateral | None disclosed for LaRoche |
| Hedging policy | Company prohibits hedging by officers and directors; insider trading policy amended Nov. 7, 2024 |
Governance Assessment
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Strengths:
- Deep institutional knowledge with long prior executive service; governance continuity and subject-matter expertise in finance/development .
- Committee leadership (Chair, Nominating & Corporate Governance) and Audit Committee financial expert designation support board effectiveness .
- Strong alignment via meaningful ownership (2.52%) and annual equity option grants; discretionary bonus explicitly intended to increase stock ownership .
- Attendance: four Board meetings in 2024 and ≥75% overall attendance standards met .
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Potential concerns and red flags:
- Prior long-term employment as NHC Secretary & General Counsel could be perceived as a legacy tie, though Board classifies him as independent under NYSE American rules .
- Affiliate involvement: receipt of fees for service on Premier Plus Insurance Company board and Certification Committee; while disclosed, investors may monitor for related-party exposure trends .
- Trust and partnership control over significant share blocks (154,000 shares) should be monitored for voting influence; no pledging disclosed for LaRoche .
- Broader related-party environment at NHC includes substantial leases with NHI and multiple family-member employees across the enterprise; no Item 404 relationship disclosed for LaRoche in 2024, but governance oversight remains important .
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Shareholder signals: Say-on-pay approval exceeded 98% in 2024, indicating general support for compensation governance; while focused on executives, it reflects overall governance sentiment .