Thomas Mullin

About Thomas P. Mullin

Thomas P. Mullin is Co‑President at Select Medical Holdings (SEM) and a 2024 Named Executive Officer (NEO) in the company’s proxy disclosures . SEM’s annual incentive plan for 2024 tied NEO payouts to a grid of earnings per share (EPS) and return on equity (ROE); SEM achieved adjusted EPS of $2.28 and ROE of 19.1%, driving a maximum 250% of target cash bonus outcome for Mullin . Company performance context: SEM reported EPS of $1.23 (2022), $1.91 (2023), and $1.66 (2024) and total shareholder return (TSR) values (fixed $100 investment) of 87.71 (2022), 86.03 (2023), and 131.60 (2024), with net income of $198.0M (2022), $299.7M (2023), and $296.7M (2024) . The proxy does not disclose Mullin’s age, education, or prior biography.

Past Roles

Not disclosed in the proxy filings reviewed.

External Roles

Not disclosed in the proxy filings reviewed.

Fixed Compensation

Performance Compensation

• Annual cash incentive (2024)

  • Plan metrics: EPS and ROE grid with threshold/target/maximum; committee selected EPS and ROE to align with shareholder value .
  • SEM targets and actuals:

  Metric	Target	Maximum	Actual/Achieved	Outcome
  EPS (Adjusted)	$1.88	$2.07	$2.28 (adjusted)	Contributed to 250% payout
  ROE	16.40%	17.22%	19.1%	Contributed to 250% payout
  Overall bonus for Mullin	—	—	—	250% of target; $1,236,000 paid

  • Notes: The committee used a published matrix; no separate weightings disclosed. Matrix thresholds and payouts are shown in the proxy .

• Equity awards (long-term incentives)

  Grant Date	Award Type	Shares Granted	Grant Date Fair Value ($)	Vesting Terms
  Apr 30, 2024	Time‑based Restricted Stock	100,000	$2,837,000	Cliff vests 100% on Apr 30, 2027 (continued employment)

  Additional context:

  • The committee emphasized time‑based RS (vs. performance‑based) due to regulatory volatility and heavy reliance on the annual EPS/ROE bonus for performance linkage .
  • In connection with the Concentra spin‑off, one‑third of unvested RS accelerated on Nov 5, 2024; holders also received 0.806971 Concentra shares for each unvested SEM RS share as part of distribution mechanics .

Equity Ownership & Alignment

• Beneficial ownership

  Holder	Shares Beneficially Owned	Percent of Outstanding
  Thomas P. Mullin	313,754	* (<1%)

  “Percent” marked with “*” as presented in the company table (less than 1%) .

• Outstanding unvested restricted stock (as of Dec 31, 2024)

  Grant Date	Unvested Shares	Market Value at 12/31/2024 ($)	Scheduled Vest Date
  Apr 30, 2024	66,667	1,256,673 (at $18.85)
  Aug 1, 2023	50,000	942,500 (at $18.85)
  Aug 1, 2022	50,000	942,500 (at $18.85)

• 2024 vesting/realizations

  • Shares vested: 183,333; value realized on vesting: $6,457,821 .

• Ownership policies and alignment

  • Stock ownership guidelines: other NEOs required to hold stock worth 1.5x base salary; all NEOs (including Mullin) met guidelines as of Dec 31, 2024 .
  • One‑year post‑vesting holding period on shares received from RS vesting (net of tax shares) .
  • Anti‑hedging policy prohibits hedging transactions by employees and directors .
  • Clawbacks: general recoupment policy (2015) and a Rule 10D‑1‑compliant recovery policy (effective Oct 2, 2023) apply to cash/equity incentive comp .

Employment Terms

• Status: At‑will employee; parties to change‑in‑control (CIC) agreement (no standalone employment agreement) .

• Termination and CIC economics for Mullin (as disclosed)

  Scenario	Cash Severance Payment	Pro‑rata Bonus Payment	Equity Vesting Value	Tax Gross‑Up
  Termination in connection with a Change in Control	$3,826,105	—	$1,485,946	— (no gross‑up)
  Death or Disability (not in CIC)	—	—	$1,485,946	—

  • CIC agreement terms: if within five years after a CIC Mullin is terminated without cause or for reduced compensation (or within six months post‑CIC for good reason, or within six months pre‑CIC at third‑party request), he is entitled to a lump‑sum equal to base salary plus bonus for the previous three completed years (paid on the first day of the seventh month following termination); stock options (if any) vest upon the later of termination or CIC . “Change in control,” “cause,” and “good reason” are defined in the agreement (e.g., material adverse change in authority; non‑assumption by acquirer) .
  • Excise tax gross‑ups: the company prohibits adding excise tax gross‑ups in new agreements; Mullin’s agreement does not include an excise tax gross‑up (unlike certain legacy agreements for other NEOs) .

• Perquisites (2024)

  Perquisite	Amount ($)
  401(k) Matching Contributions	4,335
  Personal Use of Aircraft	8,964
  Dividends on Unvested Restricted Stock	130,208
  Physical Exam Benefit	9,823
  Total Perquisites	153,330

Additional Compensation Detail

• 2024 Summary Compensation (Mullin)

  Year	Salary ($)	Stock Awards ($)	Non‑Equity Incentive Plan ($)	All Other Comp ($)	Total ($)
  2024	615,808	2,837,000	1,236,000	153,330	4,842,138

• 2024 plan‑based award terms (Mullin): Threshold $247,200; Target $494,400; Maximum $1,236,000 for the annual cash incentive; 100,000 RS granted with a grant‑date fair value of $2,837,000 .

Say‑on‑Pay & Shareholder Feedback

• 2024 say‑on‑pay advisory vote: 106,777,980 For; 14,125,946 Against; 42,832 Abstain; 2,545,553 broker non‑votes; the Compensation Committee viewed the support as validation of its approach .

Company Performance Context

Investment Implications

• Strong pay‑for‑performance outcome: 2024 adjusted EPS/ROE materially exceeded targets, driving a maximum 250% cash bonus for Mullin; this signals high operating performance sensitivity in annual pay and potential upside volatility when adjustments (e.g., spin‑off impacts) are applied .
• Retention and potential selling pressure: Mullin holds sizable unvested RS tranches vesting in 2025 and 2027 (166,667 shares unvested at 12/31/24) and realized $6.46M from 2024 vesting; the one‑year post‑vesting hold reduces immediate selling but creates scheduled liquidity windows that investors should monitor .
• Governance and alignment: Ownership guidelines compliance, anti‑hedging prohibition, and dual clawback policies support alignment and risk control; notably, Mullin’s arrangements exclude excise tax gross‑ups, which is shareholder‑friendly relative to some legacy peers’ agreements .
• Change‑in‑control economics: Mullin’s CIC protection (base+bonus for prior three years plus equity vesting) offers retention value but can create entrenchment optics; disclosed estimates suggest ~$3.83M cash plus ~$1.49M equity vesting in a CIC‑related termination scenario .
• Spin‑off mechanics: The 2024 Concentra spin‑off created partial RS acceleration and distributed Concentra shares on unvested SEM RS, a one‑time structural benefit that may influence near‑term realized comp and portfolio holdings for insiders .