Daniel Thomas - Director | SELECT MEDICAL HOLDINGS (SEM) Executive Profile & Compensation

About Daniel J. Thomas

Independent director of Select Medical Holdings Corporation; age 66; director since 2019; current Class II term expires in 2026. Brings 30+ years in healthcare services across provider, payer, and supply chain, including CEO roles and board service; identified by the Board as independent under NYSE rules and as an “audit committee financial expert” through Audit & Compliance Committee membership .

Past Roles

Organization	Role	Tenure	Committees/Impact
Concentra, Inc.	President, CEO, COO	1993–2007	Led growth to national platform with three divisions generating $1.3B revenue; sale to Humana in 2010 .
Viant, Inc.	CEO, Board Member	Not disclosed	CEO leadership in healthcare services; prior to Provista .
Provista, Inc.	President, CEO, Board Member	2011–2017	Led provider supply chain organization until retirement in 2017 .
National Partners in Healthcare	President & CEO	Jun 2018–Jan 2019	Short-term leadership in anesthesia services .
Accentcare, Inc.	Director; Audit Committee Member	Prior service (dates not disclosed)	Audit committee oversight experience .

External Roles

Organization	Role	Status	Committees/Impact
Concentra Group Holdings Parent, Inc.	Director	Current	Board interlock with SEM Executive Chairman R. A. Ortenzio (Concentra Chair); oversight amid Transition Services Agreement post spin-off .
Healthcare Highways, Inc.	Director	Current	Governance in payer/network solutions .
National Partners in Healthcare	Director	Current	Ongoing oversight following prior CEO stint .
Equalis Group LLC	Director	Current	Group purchasing/governance expertise .
Accentcare, Inc.	Director (prior)	Former	Audit committee experience .

Board Governance

Independence: Determined independent by the Board (8 of 10 directors independent, including Daniel J. Thomas) .
Committee assignments:
- Human Capital & Compensation Committee: Chair; committee met five times in 2024 .
- Audit & Compliance Committee: Member; committee met five times in 2024; all members deemed “audit committee financial experts” and independent under NYSE rules .
Board attendance: Board met five times in 2024; each director attended at least 75% of Board meetings and all of their committee meetings; all directors attended the 2024 annual meeting .
Board leadership: Lead Independent Director is Russell L. Carson, who presides over executive sessions of independent directors .

Fixed Compensation

Component	Policy Detail	2024 Amount (Thomas)
Quarterly cash retainer	$18,000 per quarter; option to take fully-vested stock in lieu of cash .	Included in Fees Earned ($108,600) .
Board meeting fees	$3,000 per in-person; $600 per telephonic .	Included in Fees Earned ($108,600) .
Audit & Compliance Committee fees	$4,000 per in-person (with Board); $5,000 if independent; $2,000 telephonic; Chair add’l $2,000/$1,000 per meeting .	Included in Fees Earned ($108,600) .
Human Capital & Compensation Committee fees	$1,500 per in-person (with Board); $2,000 independent; $500 telephonic; Chair add’l $1,000/$500 per meeting .	Included in Fees Earned ($108,600) .
Reimbursements	Reasonable out-of-pocket expenses reimbursed .	Not itemized.

2024 Fees Earned (cash and committee/meeting fees): $108,600 .

Performance Compensation

Equity Type	Grant Date	Shares/Units	Grant Date Fair Value	Vesting	Status at 12/31/2024
Restricted Stock (non-employee director annual grant)	Apr 30, 2024	10,000	$283,700	Vests in full on first anniversary (time-based) .	10,000 unvested shares outstanding .

No options or PSUs disclosed for directors in 2024; director equity is time-based and not tied to financial/ESG metrics .
Director stock ownership guidelines: Minimum 5x annual cash compensation (excl. meeting fees); as of Dec 31, 2024, all directors satisfied or had time remaining to comply .

Performance Metric Table (Director Equity)

Metric	Applies to Thomas’s 2024 Director Equity?	Notes
TSR, EPS, ROE, Revenue Growth	No	Director grants are time-based (one-year vest), not performance-conditioned .

Other Directorships & Interlocks

Relationship	Details	Governance Implication
Concentra interlock	Thomas and SEM Executive Chairman Robert A. Ortenzio both on Concentra BoD; Ortenzio is Concentra Chair and owns 6.4% of Concentra common stock (as of Mar 4, 2025) .	Potential conflict area due to post-separation Transition Services Agreement between SEM (“Select”) and Concentra starting Jul 26, 2024, up to 24 months; related-party transactions require prior approval by Audit & Compliance Committee and majority of non-interested directors; independent appraisal required for certain leases .
Compensation Committee interlocks	None—committee members (Thomas Chair, Davisson, Scully) are all independent; no executive officer interlocks in 2024 .

Expertise & Qualifications

Healthcare services leadership (provider, payer, supply chain); multiple CEO roles; M&A execution (Concentra growth and sale to Humana) .
Financial oversight: Audit & Compliance Committee member; Board determined all Audit Committee members meet SEC “financial expert” standard .
Human capital/compensation oversight: Chair of Human Capital & Compensation Committee; committee oversees executive/director pay, equity plans, human capital strategy, DEI, and compensation risk assessment .

Equity Ownership

Measure	Amount/Status
Beneficial ownership (common shares)	66,000 shares; <1% of outstanding (ownership computed including options exercisable within 60 days after Feb 1, 2025) .
Unvested restricted stock	10,000 shares outstanding as of Dec 31, 2024 (from Apr 30, 2024 grant) .
Ownership guidelines	5x annual cash compensation (excl. meeting fees); directors satisfied or within allowed timeframe as of Dec 31, 2024 .
Pledging/Hedging	Not disclosed in cited sections.

Compensation Committee Analysis (as Chair)

Composition and independence: Thomas (Chair), Davisson, Scully—independent per NYSE; committee met five times in 2024; charter amended/restated Feb 2024 .
Consultant usage: No compensation consultant engaged for 2024 .
Scope: Oversees executive/director compensation, equity plans, human capital strategy, DEI, and compensation risk; conducts annual risk review and maintains recoupment policies (note: clawback policy applies to executives) .

Director Compensation (2024) — Individual Summary

Component	Daniel J. Thomas
Fees Earned (cash/meeting/committee)	$108,600
Stock Awards (grant date fair value)	$283,700 (10,000 RS; Apr 30, 2024)
Total	$392,300

Governance Assessment

Strengths:
- Independent director with deep operator experience; dual service as Audit & Compliance member (financial expert) and Compensation Chair supports board effectiveness .
- Attendance and engagement: Board/committee meeting cadence documented; directors met attendance expectations and all attended 2024 annual meeting .
- Ownership alignment: Equity retainer plus robust 5x cash retainer ownership guideline; compliance in-line as of 12/31/2024; 2024 RS grant vests after one year .
Watch items / potential red flags:
- Concentra interlock: Thomas and SEM Executive Chairman co-serve on Concentra’s board while SEM provides transitional services to Concentra post-spin; while related-party reviews require Audit & Compliance and non-interested director approvals, interlock plus services arrangement warrants ongoing monitoring for conflicts and pricing fairness .
- Director pay scrutiny: Director Compensation Policy is being put to a shareholder vote in part to resolve allegations from a stockholder demand about 2022–2024 director compensation levels—positive step for accountability, but highlights prior concerns about board pay .
Overall: Governance profile shows strong committee leadership and financial oversight, with alignment via equity. Key risk centers on Concentra interlock during the transition period; disclosed controls are in place, but investors should monitor related-party approvals and any changes to director compensation design going forward .