Martin Jackson
Senior Executive Vice President, Strategic Finance and Operations at 
SELECT MEDICAL HOLDINGS
SELECT MEDICAL HOLDINGSExecutive
About Martin Jackson
Martin F. Jackson is Senior Executive Vice President of Strategic Finance and Operations at Select Medical Holdings (SEM), a role he has held since October 2023 after serving as CFO from 1999–2023; he was age 69 as of February 22, 2024 . His pay-for-performance incentives are tied to EPS and ROE under SEM’s Amended and Restated Executive Bonus Plan; in 2024 SEM achieved adjusted EPS of $2.28 and ROE of 19.1%, triggering a 250% of target bonus for Jackson . He is a director at Concentra Group Holdings Parent, reflecting external industry engagement .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Select Medical Holdings | Senior EVP, Strategic Finance & Operations | Oct 2023–present | Oversight of strategic finance and operations following CFO transition . |
| Select Medical Holdings | Executive VP & CFO | Feb 2007–Oct 2023 | Led capital allocation, financing, and financial reporting across cycles . |
| Select Medical Holdings | Senior VP & CFO | May 1999–Feb 2007 | Early-stage finance leadership during SEM’s scale-up period . |
| CIBC Oppenheimer | Managing Director, Health Care Investment Banking | Jan 1997–May 1999 | Healthcare M&A/advisory experience . |
| McDonald & Company Securities | Senior VP, Health Care Finance | Jan 1994–Jan 1997 | Sector financing expertise . |
| Van Kampen Merritt; Touche Ross; Honeywell; L’Nard Associates | Senior financial roles | Pre–1994 | Diverse corporate finance and accounting experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Concentra Group Holdings Parent | Director | Current | Industry adjacency; potential information flow benefits . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 700,000 | 700,000 | 700,000 |
| Target Bonus (% of Salary) | Not disclosed | 80% | 80% |
| Maximum Bonus (% of Salary) | Not disclosed | 200% | 200% |
| Actual Bonus Paid ($) | — | 1,064,000 | 1,400,000 |
| All Other Compensation ($) | 218,891 | 216,839 | 184,695 |
| All Other – Detail (2024) | 401(k) match $5,175; dividends on unvested RS $169,750; physical $9,770 |
Performance Compensation
- 2024 annual bonus under the Amended and Restated Executive Bonus Plan:
- Metrics: EPS and ROE; threshold EPS $1.82 and ROE 16.07% required for any payout .
- Actual result: Adjusted EPS $2.28; ROE 19.1%; payout factor 250% of target .
- Jackson’s bonus: $1,400,000 (appears consistent with 80% target × 200% max and realized 250% of target per matrix) .
| Metric (2024) | Plan Target/Threshold | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|
| EPS (Adjusted) | Threshold $1.82 | $2.28 | 250% of target (matrix) | Cash bonus paid post-year |
| ROE | Threshold 16.07% | 19.1% | 250% of target (matrix) | Cash bonus paid post-year |
Equity awards are time-based restricted stock (no options granted in 2024) with three-year installments or cliff vesting, depending on the NEO, aligning long-term retention with shareholder outcomes .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership | 1,273,417 shares; less than 1% of outstanding; includes 10,536 shares owned by his children . |
| Stock Ownership Guideline | 1.5× base salary (NEOs); all NEOs met guidelines as of 12/31/2024 . |
| Anti-Hedging Policy | Prohibits hedging (for all employees and directors) . |
| One-Year Post-Vest Holding | Prohibits selling shares received from option exercise or RS vesting for one year (net of tax/exercise) . |
| Shares Vested in 2024 | 316,000 shares; value realized $11,591,760; vest dates priced at $39.18, $34.18, $31.74, $37.21 . |
Outstanding unvested awards at fiscal year-end 2024:
| Grant Date | Unvested Shares | Market Value at YE 2024 |
|---|---|---|
| 04/30/2024 | 92,000 | $1,734,200 |
| 08/01/2023 | 66,667 | $1,256,673 |
| 08/01/2022 | 33,333 | $628,327 |
Vesting schedules and near-term flow:
- 04/30/2024 grant: 138,000 restricted shares, vesting in equal installments on the first three anniversaries beginning 04/30/2025 (i.e., 46,000 per year, subject to continued employment; pro-rata vesting on death/disability/CIC) .
- August 2021 and certain 2022/2023 awards vested on 8/03/2024 and 8/01/2024; some vesting was accelerated on 11/05/2024 due to the Concentra distribution, increasing 2024 realized values .
Employment Terms
| Provision | Detail |
|---|---|
| Employment Status | At-will (no fixed-term employment agreement); compensation reviewed by Compensation Committee . |
| Change-in-Control (CIC) Agreement | Lump-sum severance equals sum of base salary for previous three completed calendar years plus bonuses for previous three completed calendar years; triggers include termination without cause after CIC, good reason resignation within six months post-CIC, certain relocations (>25 miles from Mechanicsburg, PA), or pre-CIC termination at acquirer’s request . |
| CIC Tax Gross-Up | Yes for Jackson (gross-up if payments deemed excess parachute); company policy prohibits adding new gross-ups in future agreements . |
| CIC Equity | Pro-rata vesting of restricted stock upon termination following a CIC (per 2020 Equity Plan); options fully vest upon qualifying termination/CIC . |
| Non-CIC Termination | For Jackson (at-will), pro-rata vesting of certain restricted stock upon death/disability (per award terms) . |
| CIC Scenario Values (as of 12/31/2024) | Cash severance $4,564,000; equity vesting value $1,959,797; no gross-up amount shown in table . |
| Non-CIC Scenario Values (as of 12/31/2024) | Death/Disability: equity vesting value $1,959,797 . |
Compensation Structure Analysis
- Mix and trends: Jackson’s pay is heavily equity-linked via restricted stock; no options granted in 2024; equity grants continue to be the core long-term compensation vehicle .
- Year-over-year changes:
- Stock awards grant-date value: $4.456M (2022) → $4.488M (2023) → $3.915M (2024) .
- Annual bonus: $0 (2022) → $1.064M (2023) → $1.400M (2024), reflecting stronger EPS/ROE performance vs plan in 2024 (250% payout) .
- Performance metrics: The bonus plan uses an EPS/ROE matrix with strict thresholds; 2024 outcomes exceeded thresholds materially (EPS $2.28; ROE 19.1%), driving max payouts for NEOs .
- Clawbacks: SEM maintains a general recoupment policy (2015) and an NYSE-compliant compensation recovery policy (effective Oct 2, 2023) tied to restatements, covering current/former executive officers including NEOs .
Equity Ownership & Alignment
| Dimension | Detail |
|---|---|
| Ownership % | <1% beneficial ownership (1,273,417 shares); includes family holdings; executives as a group owned ~11.6% . |
| Alignment Tools | Stock ownership guidelines, anti-hedging, and one-year post-vest retention strengthen alignment and reduce short-term selling pressure . |
| Pledging | No specific pledging disclosures; anti-hedging policy in place; selling restrictions post-vest . |
Investment Implications
- Alignment and retention: Large unvested restricted stock (92k + legacy awards) and the one-year post-vest holding rule reduce near-term selling pressure and reinforce retention through 2027 for the 2024 grant .
- Pay-for-performance: The EPS/ROE matrix produced a 250% payout in 2024, signaling tight linkage between bonus outcomes and financial execution; monitor future plan calibrations post-Concentra spin-off to assess ongoing rigor .
- Red flags: Presence of CIC excise tax gross-up for Jackson is shareholder-unfriendly and can inflate parachute costs (though policy limits new gross-ups in future agreements) .
- Change-in-control economics: Jackson’s CIC cash severance equaled $4.564M as of 12/31/2024 plus ~$1.96M of equity vesting, indicating meaningful parachute sensitivity; triggers include relocation and role diminution, which can accelerate vesting and cash outcomes .
- Trading signals: 2024 vesting events totaled 316,000 shares with $11.59M realized value; however, post-vest one-year selling restrictions (net of taxes) temper immediate secondary-market supply from Jackson’s awards. Watch April 30, 2025/2026/2027 for scheduled installments from the 2024 grant and any 10b5‑1 plan disclosures around those dates .