Katherine Davisson
SELECT MEDICAL HOLDINGSAbout Katherine R. Davisson
Independent director of Select Medical Holdings Corporation (SEM); Age 57; Director since 2021; Class I director with term expiring at the 2025 annual meeting. Prior career spans Goldman Sachs (Equities Division; promoted to Managing Director in 2002), investor relations/financial services roles at Eton Park Capital, Tremblant Capital, and Russell Reynolds (2006–2014), World Economic Forum (Head of Cities, Infrastructure and Urban Services, 2017–2020), and Senior Strategic Advisor to Brightstar Capital Partners (2021). The Board identifies her as bringing strong financial analysis, investment, accounting, and governance expertise, and she serves on the Audit and Compliance and Human Capital and Compensation Committees; she is deemed independent under NYSE standards and qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Goldman Sachs (Equities Division) | Managing Director; earlier roles in Equities | 1994–2005; MD in 2002 | Financial markets expertise; capital markets and investor relations background highlighted by the Board |
| Eton Park Capital Management; Tremblant Capital Group; Russell Reynolds Associates | Investor relations/financial services roles | 2006–2014 | Strengthens shareholder outreach and communication experience |
| World Economic Forum | Head of Cities, Infrastructure and Urban Services | 2017–2020 | Governance and oversight of complex, multi-stakeholder initiatives |
| Brightstar Capital Partners | Senior Strategic Advisor (Advisory Council) | 2021 | Strategic advisory experience in private capital |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bottomless Closet (NYC non-profit) | Board Member | Since 2016 | Ongoing community/non-profit governance involvement |
| JA Worldwide (non-profit) | Board Member | 2003–2008 | Prior non-profit board service and governance chair experience referenced by the Board |
| Other public company boards | — | — | None disclosed in SEM’s proxy for Davisson |
Board Governance
| Governance Attribute | Details |
|---|---|
| Independence | Board determined Davisson is independent under NYSE standards; Board composed of 10 directors, 8 independent in 2024 |
| Committee Memberships | Audit and Compliance Committee (member; committee listed as: Ely (Chair), Davisson, Frist, Khanuja, Thomas) ; Human Capital and Compensation Committee (member; Thomas (Chair), Davisson, Scully) |
| Financial Expertise | Board determined each Audit Committee member qualifies as an “audit committee financial expert” (SEC Item 407(d)(5)) |
| Meeting Cadence & Attendance | Board met 5 times in FY2024; Audit & Compliance Committee met 5 times; Compensation Committee met 5 times; each then-current director attended at least 75% of Board meetings and all meetings of committees of which they were a member; directors attended the 2024 annual meeting |
| Lead Independent Director | Russell L. Carson serves as Lead Director; presides over executive sessions of independent directors |
Fixed Compensation
| Component | Davisson (FY2024) | Structure/Policy Details |
|---|---|---|
| Fees Earned (Cash) | $110,600 | Paid entirely in cash; Davisson did not elect stock for fees |
| Annual Cash Retainer | $18,000 per quarter ($72,000 annually) | Standard for non-employee directors |
| Board Meeting Fees | $3,000 per in-person; $600 telephonic | Reimbursed for expenses |
| Committee Meeting Fees (Audit) | $4,000 in-person with Board; $5,000 if independent of Board; $2,000 telephonic | Additional chair fees: +$2,000 in-person; +$1,000 telephonic (not applicable to Davisson) |
| Committee Meeting Fees (Comp) | $1,500 in-person with Board; $2,000 independent of Board; $500 telephonic | Additional chair fees: +$1,000 in-person; +$500 telephonic (not applicable to Davisson) |
Performance Compensation
| Grant Date | Award Type | Shares Granted | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| 04/30/2024 | Restricted Stock | 10,000 | $283,700 | Vests in full on first anniversary of grant |
| 2025 Policy (post-stockholder approval) | Annual RS Award (policy) | Shares sized to $200,000 RS Value | $200,000 RS Value | Continuing directors: 1-year cliff; new directors: 5 annual tranches (20%/yr) |
- Stock ownership guidelines for directors: must own shares equal to at least 5x annual cash compensation (excluding meeting fees); as of Dec 31, 2024, all directors satisfied or had time remaining to comply .
- Compensation consultant: Compensation Committee did not engage a consultant in FY2024 .
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Compensation Committee Interlocks | None; no SEM executive officers served as directors/comp committee members of other entities with SEM executives on their boards |
| Public Company Board Interlocks | None disclosed for Davisson; current public boards not listed in her bio |
| Concentra Spin-off Context | Not a Davisson role; note that SEM directors Ortenzio (Chair) and Daniel J. Thomas serve on Concentra’s board post separation; related agreements summarized in proxy |
Expertise & Qualifications
- Board cites Davisson’s extensive financial services and non-profit background; strong capabilities in financial analysis, investment, accounting, and shareholder outreach, applied on the Audit and Compliance Committee .
- Governance oversight experience as former officer and Governance Committee Chair in non-profit settings; experience overseeing legal and financial controls .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (as of Feb 1, 2025) | 46,000 shares; less than 1% of outstanding common stock |
| Unvested RS Outstanding (as of Dec 31, 2024) | 10,000 shares |
| Ownership Guidelines (Directors) | Minimum 5x annual cash compensation; all directors satisfied or within compliance period as of Dec 31, 2024 |
| Anti-Hedging Policy | Directors prohibited from hedging company securities (prepaid forwards, options, swaps, collars, etc.) |
Governance Assessment
- Board effectiveness: Davisson is an engaged, independent director with dual committee roles (Audit & Compliance; Human Capital & Compensation) and audit committee financial expert designation; meeting attendance standards met in 2024 (Board/committees) .
- Alignment: Receives a mix of cash and time-based equity; held 10,000 unvested RS as of year-end; beneficial ownership of 46,000 shares; director ownership guidelines target 5x cash retainer; anti-hedging policy enhances alignment .
- Compensation oversight signal: The Board submitted a formal Non-Employee Director Compensation Policy for stockholder approval in 2025, including $200,000 annual RS awards and codified fees, partially in response to a stockholder books-and-records demand regarding 2022–2024 director pay—indicates proactive governance but also highlights prior compensation scrutiny. Potential investor-confidence positive as it standardizes and moderates director equity grants versus 2024’s $283,700 value .
- Conflicts/related-party exposure: No related-party transactions disclosed for Davisson in proxy excerpts; notable related-party arrangement exists with Executive Chairman (NetJets) but not tied to Davisson . No compensation committee interlocks .
- RED FLAGS: None specific to Davisson identified in proxy. Monitoring items for investors include the recent director compensation policy process (triggered by shareholder demand) and absence of an external compensation consultant in 2024 for SEM’s Compensation Committee .