Vicki Dodson
NATIONAL HEALTHCAREAbout Vicki Dodson
Vicki L. Dodson is Senior Vice President, Patient Services at National HealthCare Corporation (NHC), a role she has held since June 1, 2019; she is 63, joined NHC in 1984, and holds a B.S. in Nursing from Austin Peay State University . Her career spans clinical operations and health IT enablement (EHR/CPCS), with leadership roles in nursing, regional clinical oversight, and corporate clinical systems; she is active in professional nursing and long-term care forums including the AHCA Clinical Practices Committee, Nurse Executive Council, and the Strategic HealthCare Programs Advisory Board . As context for her tenure, NHC’s five-year pay-versus-performance panel shows 2024 net income of $101.9 million, adjusted income before income taxes of $105.3 million, and cumulative TSR value of $145.07 (from a $100 base in 2019) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| NHC | Senior Vice President, Patient Services | Named June 1, 2019 – present | Enterprise clinical quality and patient services leadership |
| NHC | Assistant Vice President, Patient Services | 2017 – 2019 | Clinical program leadership; readiness for SVP transition |
| NHC | EHR Director; CPCS User Analyst | Not disclosed (prior to 2017) | Led development and support of electronic patient assessments; clinical systems adoption |
| NHC | Regional Nurse; Director of Nursing | Not disclosed | Multi-facility clinical oversight; site-level quality leadership |
| NHC | Home Care Staff Nurse | Began 1984 | Frontline patient care; foundational operating experience |
| NHC Corporate | Clinical User Analyst | 1996 (joined corporate office) | Built internal capability for electronic assessments and analytics |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Tennessee Nurses Association | Member | Current | Professional standards and advocacy |
| American Nurses Association | Member | Current | National professional body |
| American Health Care Association (AHCA) | Clinical Practices Committee – Member | Current | Long-term care clinical quality policy and best practices |
| Nurse Executive Council | Member | Current | Executive nursing leadership forum |
| Strategic HealthCare Programs (SHP) | Advisory Board – Member | Current | Analytics-driven quality/performance benchmarking |
Fixed Compensation
NHC does not disclose individual compensation for non-NEO executive officers; however, program structure for executive officers (including non-NEOs) is detailed in the CD&A:
- Base salary philosophy: comparatively lower fixed pay with higher emphasis on performance-based compensation across officers; no employment agreements with executive officers .
- Retirement and deferred comp programs available to executives: 401(k) match (50% of employee contribution up to 2.5% of quarterly compensation) and a non-qualified Key Employee Deferred Compensation Plan with a 15% company match only on amounts invested in NHC stock; vesting of company match at 8 years .
Performance Compensation
NHC’s executive incentive plan applies to senior management officers (beyond just the NEOs) and funds the annual bonus pool as a function of company pre-tax earnings; CEO recommends allocations based on each officer’s plan (40% tied to company financial performance; 60% to individual objectives) .
| Element | Structure | Targets/Definitions | Actual (2024) | Payout form | Vesting |
|---|---|---|---|---|---|
| Bonus Pool | 5% of pre-tax earnings excluding unrealized gains/losses on marketable securities | Company-level pre-tax earnings ex. unrealized gains/losses | $105,289,176 pre-tax ex. unrealized; pool $5,264,459 | 80% cash; 20% restricted stock for participants | RSUs vest 1/3 each Jan 1 over 3 years (e.g., 2026–2028 for 2024 awards) |
| Individual Weighting | 40% Company financials; 60% individual plan | CEO-reviewed plans unique to each officer | Not individually disclosed for Dodson | Incorporated in above pool allocations | As above |
| 2025 Plan | Same as 2024 | Stock price reference date Feb 13, 2025 for RSU calc | N/A | 80% cash; 20% restricted stock | RSUs vest over 2027–2029 |
| Stock Options | Separate from bonus; typically annual grants | Exercise price at market on grant date | 2024 grants to NEOs at $94.10; 3-year ratable vest; 5-year term | N/A | Options vest 1/3 per year; expire 5 years; no repricing history |
Notes:
- NHC resumed option grants to executives in 2022; grants vest ratably over three years and expire five years post-grant; the company states it has never re-priced options .
- The Board-adopted clawback policy (Nov 2, 2023) and hedging prohibition (initially Feb 13, 2020; continued Nov 7, 2024) apply to officers, reinforcing alignment and risk controls .
Equity Ownership & Alignment
- Beneficial ownership: The 2025 proxy lists named directors and NEOs; Dodson’s individual shareholdings were not separately itemized in the “Securities Owned by Directors & Officers” table (which shows the group total and named individuals) .
- Hedging/pledging: Hedging by officers is prohibited under the Insider Trading Policy; the table footnotes show some executives/directors have shares in margin accounts or pledged as collateral (e.g., CEO and CFO), indicating pledging is not categorically prohibited. No disclosure indicates that Dodson has pledged shares .
- Ownership guidelines: No executive stock ownership guideline disclosure is provided in the 2025 proxy .
Employment Terms
| Term | NHC Policy/Disclosure | Implication |
|---|---|---|
| Employment agreements | No employment agreements with executive officers | At-will; limits guaranteed severance economics |
| Indemnification | Standard D&O indemnification agreements for executive officers | Standard protection against covered claims |
| Change-in-control | 2020 Omnibus Equity Incentive Plan provides for accelerated vesting of outstanding options/RSUs upon a change in control as defined in the plan | Equity acceleration; scales with unvested equity at time of event |
| Clawback | Compensation Recoupment Policy adopted Nov 2, 2023 | Enhances pay-for-performance enforcement |
| Insider trading | Amended & Restated Insider Trading Policy (Nov 7, 2024) with blackout periods and hedging prohibition | Reduces trading-related risk |
| Deferred comp | Key Employee Plan (non-qualified) with match on NHC-stock allocations; 401(k) match as described above | Encourages long-term alignment via company stock |
Performance Context (Company-level during Dodson’s SVP tenure)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| NHC TSR – value of $100 invested (Dec 31, 2019 base) | $79.20 | $83.43 | $75.58 | $121.89 | $145.07 |
| S&P Healthcare Index TSR – value of $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 | $101,927,000 |
| Adjusted Income Before Income Taxes ($) | $76,270,000 | $163,404,000 | $45,505,000 | $75,304,000 | $105,289,000 |
Risk Indicators & Red Flags
- Section 16 timeliness: NHC disclosed a late Form 4 in 2021 for Vicki L. Dodson (filed 18 calendar days late), alongside several other late filings by different insiders in that year .
- Hedging/pledging: Hedging is prohibited; some executives/directors have margin or pledged positions per ownership footnotes, though none are attributed to Dodson .
- Governance checks: Strong say-on-pay support (over 98% approval in 2024) reduces near-term shareholder pressure on compensation practices .
Compensation Structure Analysis
- Increased equity-linked incentives: Since 2022, the company returned to option grants for executives, with continued issuance of restricted stock as 20% of annual bonuses—this shifts mix toward equity and multi-year vesting, bolstering retention and alignment .
- Clear, formulaic bonus funding: The 5% of pre-tax earnings (ex-unrealized gains/losses) pool—stable in 2024 and maintained for 2025—ties incentives to core profitability; individual awards hinge on both company results and role-specific goals (40%/60% structure) .
- Risk controls strengthened: Clawback and hedging prohibitions are in place; insider trading policy enforces blackout discipline .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval exceeded 98% in 2024, and the company conducts the vote annually beginning in 2024, indicating broad investor support of pay design and outcomes .
Equity Ownership & Insider Activity Signals (Dodson-specific)
- Individual ownership and Form 4 trading history for Dodson are not detailed in the 2025 proxy; only the 2021 late Form 4 note is disclosed. No pledging by Dodson is indicated in proxy footnotes .
Investment Implications
- Strong alignment but limited Dodson granularity: NHC’s program mechanics (profit-driven bonus pool, 3-year vesting RSUs/options, clawback, hedging ban) indicate healthy pay-for-performance alignment and retention incentives for senior leaders like Dodson, though her specific pay/holdings are undisclosed (limiting precision in sell pressure/skin-in-the-game analysis) .
- Vesting calendar implies periodic supply: The 20% RSU component of annual bonuses vests 1/3 annually; coupled with 3-year option vesting and 5-year expiries, executives may have recurring vest/exercise windows that can create modest, predictable insider selling pressure around vest dates (no Dodson-specific sales are disclosed) .
- Retention risk moderate: Absence of employment agreements is offset by multi-year equity vesting and a clear, formulaic annual bonus pool tied to company performance—both of which should retain key operators in patient services .
- Governance profile constructive: Robust say‑on‑pay support, adoption of clawback, and hedging prohibitions lower governance and pay-risk overhang; isolated late Section 16 filing for Dodson in 2021 appears administrative rather than systemic .