Anne Motsenbocker
U S PHYSICAL THERAPY INC /NVAbout Anne B. Motsenbocker
Independent director at U.S. Physical Therapy, Inc. since January 2022; age 63. Former Managing Director at J.P. Morgan Chase with 36 years of service, culminating as functional CEO of the Commercial Bank’s Southwest region before retiring in 2021. At USPH she serves on the Audit and Compensation Committees and is designated an “audit committee financial expert.” She is affirmed independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan Chase & Co. | Managing Director; functional CEO of the Commercial Bank’s Southwest region | 36 years; retired 2021 | Led capital strategy, risk management, operational excellence, and M&A support for corporates; deep capital markets and finance expertise applicable to Audit and Compensation oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CSW Industrials (NASDAQ: CSWI) | Independent Director; Chair, Audit Committee | Since 2022 | Public company audit chair role; additional audit oversight experience |
| National Kidney Foundation | Director | Since Oct 2022 | Non-profit board service |
| United Way Foundation of Metropolitan Dallas | Director | Not disclosed | Non-profit board service |
| NACD North Texas | Director | Not disclosed | Governance community leadership |
| Children’s Health System of Texas | Director; Chair, HR & Compensation; member, Audit | 2016–2022 | Large healthcare system board experience; compensation and audit oversight |
Board Governance
- Independence and roles: Independent director; member, Audit Committee (designated “audit committee financial expert”) and member, Compensation Committee. Not a committee chair at USPH.
- Attendance and engagement: In 2024, the Board met 7 times; Audit 7; Compensation 12; Governance & Nominating 3; Compliance 5; each director attended at least 75% of aggregate meetings of the Board and their committees. All directors attended the 2024 annual meeting.
- Board leadership context: CEO also serves as Chairman with a Lead Independent Director (Dr. Harris) empowered to set agendas, call independent sessions, and retain advisors; independent directors hold executive sessions.
| 2024 Meeting Counts | Board | Audit | Compensation | Governance & Nominating | Compliance |
|---|---|---|---|---|---|
| Meetings | 7 | 7 | 12 | 3 | 5 |
Fixed Compensation
| Component (Director) | Detail | Amount |
|---|---|---|
| Annual cash retainer | Paid quarterly; $16,250 per quarter | $65,000 (2024) |
| Committee chair fees (policy) | LID $35k; Audit Chair $30k; Governance/Comp/Compliance Chairs $20k | Policy amounts; not applicable to Motsenbocker in 2024 |
| Meeting fees | Included within “Fees Earned or Paid in Cash” line item | Included |
| Total cash (Anne B. Motsenbocker) | Fees Earned or Paid in Cash | $65,000 (2024) |
Performance Compensation
| Equity Component | Grant Date | Shares | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted stock (annual director grant) | May 2024 | 1,424 | $150,090 (at $105.4/share) | 356 shares vested on each of Jul 1, 2024; Oct 1, 2024; Jan 1, 2025; Apr 1, 2025 (fully vested by 4/1/2025) |
| Options/PSUs | — | — | — | No option awards or PSUs disclosed for directors |
- 2024 Director pay mix (Motsenbocker): Cash $65,000; Stock awards $150,090; Total $215,090. Structure emphasizes equity retainer; no performance metrics disclosed for director equity.
Other Directorships & Interlocks
- Current public company board: CSW Industrials (Audit Committee Chair). No disclosed interlocks affecting USPH.
- Compensation Committee interlocks: None of the Compensation Committee members (including Motsenbocker) were or are USPH officers; no interlocking relationships disclosed.
Expertise & Qualifications
- Capital markets and corporate banking expertise from 36-year JPMorgan career; structured syndicated loans and capital-raising; finance and accounting depth.
- Audit oversight: Designated an “audit committee financial expert” at USPH; chairs Audit at CSWI.
- Healthcare governance exposure via Children’s Health System of Texas (Compensation Chair; Audit member).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 10, 2025) | 1,750 shares; 0.0% of common stock outstanding (per company rounding) |
| Options outstanding | None (company discloses no outstanding stock options) |
| Share ownership guidelines | Officer and Director Share Ownership Guidelines adopted in 2025; 5-year attainment period; administered by Compensation Committee |
| Hedging/pledging | Insider Trading Policy prohibits hedging, derivatives, short sales; advises against holding in margin or pledging company stock |
| Section 16 filings | All directors/officers were timely; no delinquencies in 2024 |
Governance Assessment
-
Positives
- Independent director with dual committee roles (Audit, Compensation) and “audit committee financial expert” designation—adds finance and risk rigor to key committees.
- Strong equity alignment in director pay; 2024 stock grant fully vested by Apr 1, 2025; high equity component vs cash.
- Robust governance framework: independent committee composition, executive sessions, empowered Lead Independent Director.
- No related-party transactions involving Motsenbocker disclosed; Section 16 compliance clean.
- High say-on-pay support (96% in 2024) signals investor confidence in compensation governance.
-
Watch items / potential red flags
- Combined CEO/Chair structure persists; mitigated by Lead Independent Director but remains a governance sensitivity for some investors.
- External commitments: Public company audit chair at CSWI plus multiple non-profit boards—overall workload merits monitoring for overboarding risk, though no policy breach disclosed.
- Ownership level is modest (1,750 shares, 0.0% rounded); new ownership guidelines allow five years to reach required levels—compliance status not disclosed.
-
Conflicts and related-party exposure
- Company reports no 2024 related-party transactions, apart from two fair-market real estate leases tied to another director-nominee (not Motsenbocker); Audit Committee reviewed and found terms at fair market value.