Shane Harrison
About Shane Harrison
Shane Harrison, 49, is Executive Vice President and Chief Financial Officer of NRC Health, appointed effective on or about September 25, 2025; he serves as the principal financial officer and executive officer reporting to the CEO with a direct line to the Audit Committee . He holds a B.S. in Accounting (University of Oregon) and an MBA (UCLA Anderson), with 25+ years across corporate finance, investor relations, corporate development, treasury, and interim CFO roles at public SaaS and industrial technology companies . Company performance context ahead of his tenure: 2024 revenue was $143.1 million and net income was $24.8 million, with the company’s five-year TSR index value at $29.28 versus Russell 2000 at $142.93 (both based on a $100 investment at 12/31/2019) . Harrison certified NRC’s Q3 2025 10-Q, indicating responsibility for disclosure controls and internal control over financial reporting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PowerSchool | Senior Vice President – Corporate Finance & Investor Relations | 2022–2025 | Led finance and IR at a public K‑12 SaaS provider, supporting strategy and capital markets engagement . |
| NAVEX Global | Senior Vice President – Corporate Development | 2019–2021 | Led M&A and strategic transactions in risk and compliance SaaS . |
| FLIR Systems | SVP – Corporate Development & Investor Relations; Corporate Treasurer; Interim CFO | 2010–2019 | Oversaw corporate development, IR, treasury; served as interim CFO at a public advanced imaging sensors company . |
| Lehman Brothers | Investment Banker | Prior to 2010 | Capital markets and advisory experience . |
| Deloitte | Early Career | Prior to 2010 | Audit/accounting foundation . |
External Roles
- No public company directorships disclosed in the appointment 8‑K and Q3 2025 filings reviewed .
Fixed Compensation
| Component | Terms | Value |
|---|---|---|
| Base Salary | Annualized base salary | $400,000 |
| Signing Bonus | Cash bonus paid not later than second payroll after Start Date; subject to pro‑rata return if departure before first anniversary, except termination without cause or resignation with good reason | $100,000 |
| Annual Cash Incentive | Company presently does not have an annual cash incentive plan; alignment achieved through equity grant | N/A |
| Benefits | Eligible for retirement and welfare benefits consistent with other executive officers | Standard plan eligibility |
Performance Compensation
| Award Type | Grant Date | Amount | Vesting | Performance Metrics | Payout |
|---|---|---|---|---|---|
| Restricted Stock | 09/29/2025 | 172,000 shares | 25% vests 90 days after Start Date; 25% on 1st, 2nd, and 3rd anniversaries of Start Date; double‑trigger full acceleration on Change in Control plus termination without cause or resignation with good reason within 90 days prior to or 1 year after CIC (transactions where Permitted Members are largest owners excluded from CIC) | None (time‑based) | Shares vest per time schedule |
Equity Holding Requirement
- Must hold at least 75% of net vested shares until holdings are worth ≥2x base salary, and maintain ≥2x salary value for duration of employment .
Equity Ownership & Alignment
| As‑of Date | Beneficial Ownership | Vested | Unvested | Pledged | Notes |
|---|---|---|---|---|---|
| 09/29/2025 (Form 3 event date) | 0 shares | 0 | 172,000 granted (subject to time-based vest) | None disclosed | Initial statement of beneficial ownership shows no securities owned . |
- Shares outstanding were 22,785,421 as of March 20, 2025 (beneficial ownership table for directors/NEOs); Harrison was appointed later and thus not listed in that table .
Employment Terms
| Term | Details |
|---|---|
| Position & Reporting | EVP & CFO; principal financial officer; reports to CEO; direct line to Audit Committee |
| Start Date | September 29, 2025 |
| Full‑Time Commitment | Full‑time; non‑profit commitments permitted if not interfering with role (CEO approval) |
| Severance | One year of continued base salary upon termination without cause or resignation with good reason |
| Change‑of‑Control | Double‑trigger acceleration of all unvested shares upon CIC plus termination without cause or resignation with good reason within 90 days prior/1 year after CIC (certain transactions excluded) |
| Clawbacks/Non‑Compete/Non‑Solicit | Not disclosed in reviewed filings |
Compensation Committee Analysis (Context)
- Compensation & Talent Committee members: Stephen H. Lockhart (Chair), Donald M. Berwick, Parul Bhandari, John N. Nunnelly, Penny A. Wheeler .
- The committee re‑oriented executive packages in April 2025 to increase stock ownership alignment for certain executives; Harrison’s package (Aug/Sept 2025) aligns via a sizable restricted stock grant with holding requirements .
Performance & Track Record
- CFO Certifications: Harrison certified NRC’s Q3 2025 10‑Q regarding disclosure controls and internal control over financial reporting .
- Company Pay‑Versus‑Performance context (pre‑tenure): 2024 revenue $143.1 million and net income $24.8 million; company TSR index value $29.28 vs Russell 2000 $142.93 based on $100 at 12/31/2019 .
Investment Implications
- Alignment: Strong equity alignment via 172,000 time‑based restricted shares and a stringent holding policy (≥75% net shares held until value ≥2x salary), which should temper near‑term selling pressure despite a first vest at 90 days post‑start .
- Retention Risk: Three‑year graded vesting plus a one‑year salary severance for termination without cause/resignation with good reason reduces voluntary departure risk; double‑trigger CIC protection aligns with standard market practice while avoiding single‑trigger windfalls .
- Pay‑for‑Performance: No explicit performance metrics tied to Harrison’s awards (time‑based vesting). Company‑level incentives for other NEOs in 2024 emphasized TRCV and Adjusted EBITDA Margin, but Harrison’s package relies on service‑based vesting and ownership requirements rather than financial KPIs, suggesting emphasis on stable financial stewardship over short‑term metric attainment .
- Trading Signals: Initial Form 3 shows zero beneficial ownership at appointment; first vesting tranche is scheduled 90 days after start (late December 2025). The 75% retention requirement and 2x salary ownership threshold materially limit immediate liquidity events, reducing near‑term insider selling risk .
- Governance/Controls: Early CFO certification under SOX rules indicates rapid integration into internal controls environment; investors should monitor subsequent 10‑Q/10‑K certifications and any equity transactions around vest dates for insight into confidence and liquidity needs .
