Trent Green
About Trent Green
Trent Green was appointed Chief Executive Officer and a director of NRC effective June 1, 2025, after more than 25 years of healthcare leadership, most recently as CEO of Amazon One Medical and previously as COO of Legacy Health . Age and education are not disclosed in the proxy. Company performance context prior to his tenure: 2024 net income was $24.8 million and revenue $143.1 million per the pay-versus-performance table .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amazon One Medical | Chief Executive Officer | Not disclosed | Senior leadership in primary care; cited by NRC as key experience for CEO role |
| Legacy Health | Chief Operating Officer | Not disclosed | Large-system operations leadership; supports operational execution credentials |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NRC Board of Directors | Director (executive) | Effective June 1, 2025 | Board service concurrent with CEO role; Chairman becomes Michael Hays; Lead Independent Director remains John Nunnelly |
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual Base Salary | $1,250,000 (annualized) | |
| Equity Grant | 500,000 “Green Shares” of Common Stock expected under 2025 Omnibus Plan; subject to repurchase and transfer restrictions (see details below) | |
| Cash Signing Bonus | Cash equal to the value of the Green Shares (based on closing price the trading day prior to Effective Date) multiplied by 66 2/3% |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| None disclosed for CEO package | — | — | — | — | — |
| Plan context | The 2025 Omnibus Incentive Plan authorizes performance-based awards across a broad set of financial/strategic criteria for future grants |
Equity Ownership & Alignment
| Item | Details | Source |
|---|---|---|
| Green Shares (Restricted Stock) | 500,000 shares; Company may repurchase for $1.00 if terminated for cause or resigns without good reason before the third anniversary of June 1, 2025; not transferable before third anniversary except with Company consent or to certain family/transfers; after third anniversary, only 50% of shares may be transferred during employment | |
| Expected plan source | Shares expected to be issued under NRC’s 2025 Omnibus Incentive Plan approved May 7, 2025 | |
| Beneficial ownership listing | Not listed among directors/executives as of the March 20, 2025 Record Date (pre-appointment) | |
| Clawback policy | Company clawback covers Section 16 officers; recovery on restatement or misconduct, and breach of restrictive covenants | |
| Hedging/pledging | Company states it does not have practices or policies regarding employee/officer/director hedging; officers had not historically engaged in hedging as of the Record Date |
Employment Terms
| Term | Details | Source |
|---|---|---|
| Effective date | CEO and director effective June 1, 2025 | |
| Severance | If terminated without cause or resigns with good reason after the third anniversary of the Effective Date: one year of continued payment of then-current annual base salary | |
| Change-in-control | No change-in-control provision specified for Green’s equity in the proxy; plan-level terms exist generally for awards, but no specific CIC provision disclosed for Green Shares | |
| Transfer/repurchase | Company repurchase right ($1.00) prior to third anniversary upon cause/without good reason resignation; strict transfer limits through and after third anniversary as detailed above |
Board Governance
- Board independence: Five of six current directors are independent under NASDAQ standards (Berwick, Bhandari, Lockhart, Nunnelly, Wheeler) .
- Leadership structure: Lead Independent Director is John Nunnelly; upon Green’s CEO appointment, Michael Hays transitions to Chairman .
- Committees and Green’s roles: Audit (Chair Nunnelly), Compensation & Talent (Chair Lockhart), Nominating (Chair Berwick), Strategic Planning (Chair Nunnelly); Green is not listed on any committee and, as an executive director, is not independent .
- Meeting cadence: Board held six meetings and one independent directors meeting in 2024; ≥75% attendance by all incumbents .
Director Compensation
| Element | Amount/Terms | Source |
|---|---|---|
| Executive directors | No board compensation for executive officers serving as directors | |
| Non-executive director fixed fee | $75,000 annual fixed fee for Lead Director; $50,000 for each other director | |
| Director Cash Payment (contingent) | Up to $50,000 cash in two $25,000 increments, contingent on participation in two in-person meetings | |
| Annual equity grant (non-employee) | Option grant with target grant-date fair value ≈$100,000; vests immediately before next Annual Meeting; exercise price at fair market value on grant date |
Say-on-Pay & Shareholder Feedback
| Year/Proposal | Outcome | Source |
|---|---|---|
| May 2024 say-on-pay | Shareholders approved executive compensation with more than 98% of votes cast in favor | |
| May 7, 2025 say-on-pay | Votes: For 20,655,974; Against 217,494; Abstain 182,633; Broker Non-Votes 829,100 | |
| May 7, 2025 Omnibus Plan | Approved: For 16,852,672; Against 4,017,318; Abstain 186,111; Broker Non-Votes 829,100 |
Compensation Committee Analysis
- Composition: Lockhart (Chair), Berwick, Bhandari, Nunnelly, Wheeler; all meet NASDAQ/SEC independence standards .
- Consultants/peers: No compensation consultant engaged for 2024; company states absence of publicly traded peers and does not use a peer group .
- Philosophy: Emphasis on aligning management with shareholders via equity grants and competitive pay for retention .
Compensation Structure Analysis
- Shift to ownership alignment: Green’s package emphasizes large restricted stock ownership with stringent transfer/repurchase conditions, plus a formula-based signing bonus tied to market value—strong retention via illiquidity through year three and continued limitations thereafter .
- Limited guaranteed pay escalation: Severance only after year three and limited to one year of base salary, with no disclosed bonus guarantees—moderate shareholder-friendly severance economics .
- Performance linkage: No explicit performance metrics disclosed for Green’s initial package; future performance awards may be issued under the Omnibus Plan, which covers a broad set of financial and strategic criteria .
- Governance safeguards: Plan prohibits option/SAR repricing without shareholder approval; fixed share pool; awards subject to clawback .
Risk Indicators & Red Flags
- Hedging policy gap: Company reports no hedging policy for employees/officers/directors, which can weaken alignment and enable downside protection contrary to shareholder interests .
- Related-party transactions: None in 2024; board policy requires Audit Committee review of any such transactions .
- Dilution potential: Omnibus Plan authorizes up to 5,000,000 shares for awards (subject to adjustments), increasing flexibility but also potential dilution if heavily utilized .
Investment Implications
- Strong retention lock-in via restricted stock: The three-year repurchase and transfer constraints plus ongoing 50% transfer cap during employment materially reduce near-term insider selling pressure while aligning Green’s wealth with stock performance; a positive for retention and long-term alignment .
- Pay-for-performance watch: Absence of disclosed performance metrics in the CEO package raises a monitoring need for future grants under the Omnibus Plan to embed clear TSR/revenue/EBITDA drivers; shareholder-friendly safeguards exist at the plan level, but execution matters .
- Governance quality: Independent committees, strong lead director structure, and high say-on-pay support credibility; executive director receives no board fees, limiting potential double-compensation concerns .
- Trading signals: Expect limited near-term Form 4 selling from Green due to contractual transfer restrictions; reassess after the third anniversary when partial transferability begins. The Omnibus Plan approval broadens equity incentive capacity—track grant cadence and dilution versus burn-rate benchmarks disclosed by NRC .
