Helen Hrdy
About Helen Hrdy
Helen L. Hrdy, 60, is Chief Operating Officer of NRC Health, serving since October 2024 following roles as Chief Customer Officer (Jan–Oct 2024), Chief Growth Officer (2020–2024), and SVP, Customer Success (2012–2020); she has held positions of increasing responsibility at the Company since 2000 . Company performance context during her recent tenure: 2024 revenue was $143.1M and net income $24.8M, with TSR at $29.28 (value of $100 initial investment), versus 2023 revenue $148.6M and net income $31.0M (TSR $64.34) . Her compensation shifted materially in 2025 to emphasize stock ownership and retention via restricted stock and transfer/repurchase restrictions, replacing prior TRCV- and EBITDA-linked cash and option incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NRC Health | Chief Operating Officer | Oct 2024–present | Operational leadership post growth-plan roll out; compensation redesigned to align with shareholder outcomes . |
| NRC Health | Chief Customer Officer | Jan 2024–Oct 2024 | Led customer functions during three-year strategic plan; eligibility under TRCV-based 2024 incentive programs . |
| NRC Health | Chief Growth Officer | Jan 2020–Jan 2024 | Growth leadership as Company pursued expanded TAM in experience markets . |
| NRC Health | SVP, Customer Success | Jan 2012–Jan 2020 | Scaled client success functions over extended period . |
| NRC Health | Various roles | Since 2000 | Long-tenured operator across customer and growth disciplines . |
External Roles
None disclosed in company filings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $285,000 | $285,000 | $397,788 |
| Annualized Base Salary (as set for 2024) | — | — | $400,000 |
| Bonus ($) | — | — | $3,539 (cash anniversary bonus) |
| All Other Compensation ($) | $6,305 | $6,507 | $6,559 |
| Total Compensation ($) | $402,097 | $435,688 | $1,545,886 |
Notes:
- 2024 base salary as a percent of total compensation: 26% .
Performance Compensation
2024 Short-Term Cash Plan (STI)
| Metric | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| TRCV ($M) | $144M → $100,000 bonus | $149M → $150,000 bonus | $154M → $200,000 bonus | $133M TRCV | $0 (below threshold; subject to EBITDA margin reduction if <25%) |
2024 Long-Term Cash Plan (LTI) – terminated April 2025
| Metric | Target Definition | Payout Formula | Max Payout | Status |
|---|---|---|---|---|
| TRCV & Adjusted EBITDA Margin | TRCV measured 12/31/2026; payout may be reduced if Adjusted EBITDA Margin <33% | $0 if TRCV < $170M; else $2,000,000 + $0.10476 per $1 TRCV above $170M | $8,862,000 at TRCV $233M | Participation terminated without payout in April 2025 |
2024 Long-Term Equity Plan – 2024 Option (forfeited April 2025)
| Grant | Shares | Exercise Price | Vesting/Performance | Expiration | Status |
|---|---|---|---|---|---|
| 1/19/2024 | 100,000 options | $39.54 | Vests only if TRCV ≥ $170M as of 12/31/2026 (“2024 Equity Performance Goal”) | 01/19/2034 | Forfeited April 2025 with compensation redesign |
2025 Compensation Redesign – Restricted Stock & Cash Bonus (retention-oriented)
| Grant | Shares | Transfer/Repurchase Terms | Cash Bonus |
|---|---|---|---|
| 4/7/2025 (“Hrdy Shares”) | 100,000 shares under 2006 Equity Incentive Plan | Company option to repurchase for $1 if terminated for cause or resigns without good reason before 3rd anniversary; no transfer before 3rd anniversary except with Company consent or to family/trusts or upon death/incompetency/disability; after 3rd anniversary, only 50% transferable during employment | Cash bonus equal to value of Shares × 66 2/3% based on prior trading day close |
Equity Ownership & Alignment
| Data Point | Detail |
|---|---|
| Beneficial Ownership | 87,264 shares; less than 1% of outstanding (22,785,421 shares outstanding as of 3/20/2025) |
| Options counted in beneficial ownership | 47,848 options currently exercisable or exercisable within 60 days |
| Pledging/Hedging | Not disclosed for Ms. Hrdy in proxy . |
| Ownership Guidelines | Not disclosed in proxy . |
Option Holdings (as of 12/31/2024)
| Grant Vesting Rule | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | Notes |
|---|---|---|---|---|---|
| 1/5/2016 (vested on fifth anniversary 1/5/2021) | 12,346 | — | $15.23 | 01/05/2026 | Time-vested . |
| 1/4/2017 (vested 1/4/2022) | 12,619 | — | $18.80 | 01/04/2027 | Time-vested . |
| 1/3/2018 (vested 1/3/2023) | 8,764 | — | $36.80 | 01/03/2028 | Time-vested . |
| 1/3/2019 (vested 1/3/2024) | 8,420 | — | $38.30 | 01/03/2029 | Time-vested . |
| 1/3/2020 (vested 1/3/2025) | — | 5,699 | $65.80 | 01/03/2030 | Time-vested; vest date 1/3/2025 . |
| 1/5/2021 (will vest 1/5/2026) | — | 9,960 | $42.92 | 01/05/2031 | Time-vested . |
| 1/4/2022 (will vest 1/4/2027) | — | 10,118 | $42.25 | 01/04/2032 | Time-vested . |
| 1/4/2023 (will vest 1/4/2028) | — | 10,981 | $38.93 | 01/04/2033 | Time-vested . |
| 1/19/2024 (performance option) | — | 100,000 (unearned) | $39.54 | 01/19/2034 | TRCV goal-based; forfeited April 2025 . |
Additional indicator:
- As of 12/31/2024, accelerated options were out-of-the-money (relevant for termination scenarios) .
Employment Terms
- At-will employment; no employment agreement for Ms. Hrdy .
- Prior Severance Agreement (terminated April 2025) included: (i) Alternate Payout under 2024 Long-Term Cash Plan based on TRCV, up to $8,862,000; (ii) one year base salary continuation plus prorated actual annual bonus upon termination without cause/resignation with good reason prior to 12/31/2026; (iii) enhanced change-in-control payout of $8,862,000 if terminated within specified window; subject to execution of release; non-compete, non-solicit, non-interference, and non-disclosure through one year post-termination .
- 2024 Option Award Agreements contained non-compete/non-solicit/non-interference/non-disclosure; forfeiture upon breach; acceleration upon change-in-control per specified window; continued eligibility for vesting upon certain terminations, prorated service .
- April 2025 redesign: new severance provides one year of continued base salary if terminated without cause or resigns with good reason after the third anniversary of 4/7/2025; base salary remained $400,000 .
Performance & Track Record
- Company announced expanded leadership team in January 2024, citing a multi-million-dollar Advocate Health contract and strategy to capitalize on interconnected experience markets, potentially doubling TAM; Ms. Hrdy’s promotion to Chief Customer Officer was part of this initiative .
- Pay-versus-performance shows 2024 TSR of $29.28 vs peer group TSR $142.93; net income $24.8M and revenue $143.1M, down vs 2023 ($31.0M NI; $148.6M revenue), framing execution challenges through 2024 .
Compensation Committee & Governance Signals
- Compensation and Talent Committee members: Stephen H. Lockhart (Chair), Donald M. Berwick, Parul Bhandari, John N. Nunnelly, Penny A. Wheeler; no compensation consultant engaged for 2024 .
- 2024 say-on-pay approval >98% of votes cast; Committee nonetheless restructured 2025 plans to tightly align executive economic interests with stock performance ahead of CEO transition .
- Committee risk assessment concluded compensation policies are not reasonably likely to have a material adverse effect .
Investment Implications
- Alignment improved via April 2025 grant of 100,000 restricted shares with stringent 3-year transfer and repurchase restrictions, plus modest cash bonus linkage—creating retention “lock-in” to April 2028 and reducing near-term insider selling pressure, though 50% transferability resumes post-anniversary .
- Prior performance-linked incentives (TRCV thresholds for STI/LTI and performance option) yielded no 2024 cash bonus (TRCV $133M) and were terminated/forfeited, signaling pivot from aggressive TRCV-based pay to equity ownership and retention as primary levers during leadership transition .
- Ownership remains modest (<1%), but significant vested and scheduled option tranches exist across 2016–2023 grants; note out-of-the-money status at 12/31/2024 reduces near-term exercise-driven selling risk, while 2025 restricted shares add locked-in exposure .
- Change-in-control economics contracted materially: maximum long-term cash plan payout opportunity up to $8.86M under prior agreement is now removed; current severance limited to salary continuation after April 2028 anniversary—lowering potential “golden parachute” overhang and strengthening shareholder-favorable posture .
