Bernard Harris
U S PHYSICAL THERAPY INC /NVAbout Dr. Bernard A. Harris, Jr.
Lead Independent Director of U.S. Physical Therapy, Inc. (USPH), director since 2005; Lead Independent Director since May 2024; age 68. Background includes former NASA astronaut (missions in 1993 and 1995), internal medicine physician (Mayo Clinic residency), National Research Council Fellowship in endocrinology (NASA Ames), and flight surgeon training (USAF School of Aerospace Medicine). He is CEO/Managing Partner of Vesalius Ventures (since 2018) and a fellow of the American College of Physicians and member of the American Academy of Arts and Sciences .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| NASA | Astronaut; Mission Specialist (STS-55 Columbia, 1993); Payload Commander (STS-63 Discovery, 1995) | 1993, 1995 | Logged 438+ hours; 7.2+ million miles in space |
| Mayo Clinic | Internal Medicine Resident | N/A | Clinical training foundation for healthcare perspective |
| NASA Ames Research Center | National Research Council Fellow (Endocrinology) | N/A | Research expertise |
| USAF School of Aerospace Medicine | Flight Surgeon Training | N/A | Aerospace medicine expertise |
| Vesalius Ventures, Inc. | CEO & Managing Partner | Since 2018 | Healthcare/technology investing and operating experience |
| Salient and Barings investment funds | Trustee/Director (prior) | N/A | Fund governance experience |
External Roles
| Organization | Role | Notes |
|---|---|---|
| RTX (Raytheon Technologies) (NYSE: RTX) | Director | Current public company directorship |
| Solventum (NYSE: SOLV) | Director | Current public company directorship |
| MassMutual | Director | Current board role (mutual insurer) |
| National Academies (Board on Health Sciences Policy) | Board member (prior) | Policy governance experience |
| Texas Medical Center | Board member | Healthcare ecosystem governance |
| Astronaut Scholarship Foundation | Board member | Non-profit oversight |
| The Harris Foundation | Founder and board member | Philanthropy governance |
Board Governance
- Independence: Affirmatively determined independent under NYSE standards; independent directors constitute a Board majority .
- Roles: Lead Independent Director (since May 2024); Chair, Governance & Nominating Committee; Member, Audit Committee .
- Lead Independent Director (LID) authority includes chairing executive sessions, agenda input, calling meetings of independents, liaison to Chair/stockholders, authority to retain advisors, and recommending committee chairs/members .
- Attendance: In 2024, the Board met 7x; Audit 7x; Compensation 12x; Compliance 5x; Governance & Nominating 3x; each director participated in at least 75% of applicable meetings .
| 2024 Meeting Activity | Count |
|---|---|
| Board of Directors | 7 |
| Audit Committee | 7 |
| Compensation Committee | 12 |
| Compliance Committee | 5 |
| Governance & Nominating Committee | 3 |
Governance context and investor engagement: Board combined Chair/CEO role with a strengthened LID role and charter; independent directors alone populate all key committees. Stockholder engagement led to a Board Diversity Policy and shift to double-trigger CIC benefits for executives; say-on-pay approval ~96% in 2024 .
Fixed Compensation (Director)
| Year | Cash Fees | Notes |
|---|---|---|
| 2024 | $106,875 | Includes retainer, chair, and meeting fees |
Fee structure in effect during 2024 (non-employee directors): quarterly retainer $16,250; Lead Independent Director fee $35,000; Audit Chair $30,000; Governance & Nominating Chair $20,000; Compensation Chair $20,000; Compliance Chair $20,000. Directors also received annual restricted stock grants; 2025 changes not approved as of proxy filing .
Performance Compensation (Director Equity)
| Grant | Instrument | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| May 2024 | Restricted Stock | 1,424 shares; grant-date fair value $150,090 (at $105.4/share) | 356 shares vest on each of Jul 1, 2024; Oct 1, 2024; Jan 1, 2025; Apr 1, 2025 | Annual director grant under Amended 2003 Plan |
- Options: None granted to directors; no options outstanding .
- Performance conditions: Director equity is time-based restricted stock (no performance metrics disclosed) .
Other Directorships & Interlocks
| Company | Industry Link to USPH | Interlock/Conflict Notes |
|---|---|---|
| RTX (Raytheon Technologies) | Defense/aerospace; no apparent link to outpatient rehab | No related-party transactions disclosed |
| Solventum | Healthcare products; indirect sector adjacency | No related-party transactions disclosed |
| MassMutual | Insurance; not a disclosed customer/supplier | No related-party transactions disclosed |
- Related-party review: Company reported no insider/affiliated party transactions in 2024; separate leases involving another director (Mayrsohn) were reviewed and found at fair market value; no Harris-related transactions disclosed .
Expertise & Qualifications
- Healthcare clinician and physician; venture investor/operator; extensive board leadership; broad healthcare ecosystem exposure via National Academies and Texas Medical Center; two decades with USPH culminating as LID and Governance Chair .
Equity Ownership
| Beneficial Owner | Shares Owned | % Outstanding | Notes |
|---|---|---|---|
| Dr. Bernard A. Harris, Jr. | 16,726 | 0.1% | As of April 10, 2025; no stock options outstanding |
Ownership alignment and policies:
- Officer and Director Share Ownership Guidelines adopted in 2025 requiring attainment within five years (committee-administered) .
- Insider Trading Policy prohibits hedging, derivatives, and short sales; discourages margin accounts and pledging as collateral .
Insider Trades (Form 4 highlights)
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2024-11-12 | Sale (open market) | 2,000 | $92.95 | 16,726 | https://www.sec.gov/Archives/edgar/data/885978/000095017024126535/0000950170-24-126535-index.htm |
| 2025-05-20 | Award (director grant) | 1,882 | $0.00 | 18,608 | https://www.sec.gov/Archives/edgar/data/885978/000095017025075788/0000950170-25-075788-index.htm |
Governance Assessment
- Strengths: Independent LID with defined authorities; chairs Governance & Nominating; sits on Audit; independent-only key committees; robust meeting cadence; high say‑on‑pay support (~96%); adoption of ownership guidelines and clawback policy; prohibition of hedging/derivatives; no related‑party transactions involving Harris disclosed .
- Watch items: Combined CEO/Chair structure persists, though mitigated by empowered LID role . Multiple outside boards (RTX, SOLV, MassMutual) could pose time‑commitment considerations; however, the proxy reports at least 75% attendance for all directors .
- Compensation alignment (director): Balanced mix of cash retainer/fees and time‑vested equity; no performance conditions on director grants; 2024 total compensation of $256,965 (cash $106,875; stock $150,090) indicates meaningful equity exposure alongside fixed fees .
No red flags identified specific to Harris regarding related‑party transactions, pledging/hedging, or attendance in the latest proxy disclosures .