Carey Hendrickson
U S PHYSICAL THERAPY INC /NVAbout Carey Hendrickson
Carey P. Hendrickson, age 62, has served as Chief Financial Officer of U.S. Physical Therapy, Inc. since November 9, 2020, following senior finance and strategic roles at Sonida Senior Living (formerly Capital Senior Living) and Belo Corp.; he began his career at KPMG and held investor relations, strategic planning, and human resources leadership roles at Belo before becoming CFO there in 2010 . During his tenure, USPH’s pay-versus-performance framework emphasizes Adjusted EBITDA; the company delivered Adjusted EBITDA of $81.8 million in 2024 (up from $77.7 million in 2023 and $73.7 million in 2022), while the company’s three-year TSR from a $100 base measured 67 (2022), 77 (2023), and 74 (2024) versus the NYSE Health Care Index of 117, 120, and 121, respectively . Hendrickson’s 2024 incentive outcomes tied to Adjusted EBITDA and subjective criteria yielded a total cash bonus of $370,000 (34% of base under the objective plan plus $200,000 discretionary), and 8,100 RS shares granted in February 2025 vesting evenly over 16 quarters beginning May 20, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sonida Senior Living (Capital Senior Living, NYSE: SNDA) | Chief Financial Officer | 2014–2020 | Led finance for one of the nation’s largest senior living operators; capital structure and investor communications |
| Belo Corp. | SVP/CFO & Treasurer | 2010–2014 | Oversaw finance for TV station group; prior roles in CAO, HR, IR/Corp. comms, strategic & financial planning |
| KPMG LLP | Public accounting | Early career | Foundation in accounting/audit; transitioned to corporate finance roles |
External Roles
- None disclosed in the proxy for Hendrickson (skip if not disclosed) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (effective 1/1/2025) |
|---|---|---|---|---|
| Base Salary ($) | $463,000 | $480,000 | $500,000 | $515,000 |
2024 cash incentive plan design (company-wide framework applied to NEOs):
- Threshold = 15% of base (Objective 15% + Discretionary 0%)
- Target = 81% of base (Objective 31% + Discretionary 50%)
- Maximum = 125% of base (Objective 75% + Discretionary 50%)
Performance Compensation
Annual Cash Incentive — 2024 Outcomes (paid 3/5/2025)
| Component | Metric | Max as % of Base | Target as % of Base | Actual Company Metric | Actual Payout % of Base | Payout ($) | Payout Date |
|---|---|---|---|---|---|---|---|
| Objective Cash/RSA Bonus | Adjusted EBITDA | 75% | 31% | $81,768,000 Adjusted EBITDA (2024) | 34% of base | $170,000 (34% × $500,000) | 3/5/2025 |
| Discretionary Cash/RSA Bonus | Pre-set subjective criteria (CFO) | 50% | 50% | Committee evaluation | 40% of base (80% of max) | $200,000 | 3/5/2025 |
Notes:
- CFO subjective criteria included rate improvements, effective Board/shareholder communication and guidance, capital structure, finance/AP efficiencies, cost discipline, and successful audit execution .
- Total 2024 cash bonus reported in SCT: $370,000 .
Equity Incentives — 2024 Executive LTIP (granted 2/24/2025; time-based RS)
| Component | Metric | Eligible Max Shares | Granted Shares | Grant Date | Vesting | Grant Fair Value/Share ($) |
|---|---|---|---|---|---|---|
| Objective LTIP | Adjusted EBITDA | 5,000 | 3,100 | 2/24/2025 | Evenly over 16 quarters starting 5/20/2025 | $85.50 |
| Discretionary LTIP | Subjective criteria | 5,000 | 5,000 | 2/24/2025 | Evenly over 16 quarters starting 5/20/2025 | $85.50 |
Program features:
- Long-term awards are time-based RS; equity grants vest over multi-year periods to enhance retention .
- 2024 awards to NEOs were granted under the Amended 2003 Plan and vest quarterly over four years .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 28,506 shares |
| Ownership % of outstanding | 0.2% |
| Restricted shares included | 17,938 RS; vesting schedule below |
| Options | None outstanding |
| Pledging/Hedging | Hedging, options/derivatives, and short sales prohibited; pledging/margin accounts and standing orders should be avoided under Insider Trading Policy |
| Stock ownership guidelines | Officer/Director Share Ownership Guidelines adopted in 2025; specified ownership to be attained within five years (administered by Compensation Committee) |
2025–2029 vesting schedule for Hendrickson’s RS (subset of 17,938 RS outstanding; lapses on these dates):
| Vest Date | Shares |
|---|---|
| 5/20/2025 | 1,714 |
| 8/20/2025 | 1,714 |
| 11/20/2025 | 1,714 |
| 3/6/2026 | 1,726 |
| 5/20/2026 | 1,246 |
| 8/20/2026 | 1,246 |
| 11/20/2026 | 1,246 |
| 3/6/2027 | 1,252 |
| 5/20/2027 | 1,012 |
| 8/20/2027 | 1,012 |
| 11/20/2027 | 1,012 |
| 3/6/2028 | 1,016 |
| 5/20/2028 | 506 |
| 8/20/2028 | 506 |
| 11/20/2028 | 506 |
| 3/6/2029 | 510 |
Outstanding unvested RS at 12/31/2024 (pre-2025 grants):
| Vest Date | Shares |
|---|---|
| 1/1/2025 | 1,208 |
| 5/20/2025 | 1,208 |
| 8/20/2025 | 1,208 |
| 11/20/2025 | 1,208 |
| 3/6/2026 | 1,220 |
| 5/20/2026 | 740 |
| 8/20/2026 | 740 |
| 11/20/2026 | 740 |
| 3/6/2027 | 746 |
| 5/20/2027 | 506 |
| 8/20/2027 | 506 |
| 11/20/2027 | 506 |
| 3/6/2028 | 510 |
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | Effective 2020; expires November 8, 2026; auto-renews for two-year terms |
| Termination without cause or for good reason | Salary continuation for two years (2 × $500,000 = $1,000,000), cash incentive equal to greater of last year’s $370,000 or three-year average, acceleration of all unvested equity, and medical benefits for 24 months ($36,783 illustrative) |
| Change-in-control (CIC) economics | CIC cash benefit $283,333 payable only with both CIC and termination event (double trigger) |
| Equity vesting on CIC | For awards from 2022 onward, vesting accelerates only upon termination in connection with a CIC (double trigger) |
| Restrictive covenants | Non-compete and non-solicit up to two years post-termination |
| Clawback policy | Recovery of incentive compensation for 3 prior fiscal years upon accounting restatement |
| Perquisites | Standard employee benefits; life insurance premiums ($3,564 in 2024 SCT) |
Performance & Track Record (Company context anchoring CFO incentives)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Adjusted EBITDA ($) | $73,661,000 | $77,717,000 | $81,768,000 |
| Net Income ($) | $43,407,000 | $37,220,000 | $45,600,000 |
| Company TSR (Value of $100) | 67 | 77 | 74 |
| Peer Group TSR (NYSE Health Care Index) | 117 | 120 | 121 |
Compensation Committee Analysis
- Committee composition: Chair Kathleen A. Gilmartin; members Anne B. Motsenbocker; Regg E. Swanson (effective Feb 1, 2025); all independent .
- Independent consultant: Meridian Compensation Partners; engaged for executive and director compensation benchmarking/design; no conflicts of interest identified .
- Peer group for benchmarking (latest): Surgery Partners, ATI Physical Therapy, The Ensign Group, Apollo Medical Holdings, RadNet, Addus HomeCare, Cross Country Healthcare, Select Medical, National Healthcare Corp. .
- Say-on-Pay: Approximately 96% approval at May 2024 annual meeting, indicating strong investor support for pay program .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA (Objective Cash Bonus) | Up to 75% of base | $78.5–$85.0 million EBITDA (31% target payout) | $81.768 million (2024) | 34% of base; $170,000 (34% × $500,000) | Cash, paid 3/5/2025 |
| CFO Subjective Criteria (Discretionary Cash Bonus) | Up to 50% of base | Committee assessment (50% target payout) | Achieved 80% of max | 40% of base; $200,000 | Cash, paid 3/5/2025 |
| Adjusted EBITDA (Objective LTIP RS) | Share award | Eligible 5,000 RS | Granted 3,100 RS | 3,100 RS | Vests evenly over 16 quarters from 5/20/2025 |
| Subjective LTIP RS | Share award | Eligible 5,000 RS | Granted 5,000 RS | 5,000 RS | Vests evenly over 16 quarters from 5/20/2025 |
Investment Implications
- Alignment: Hendrickson’s pay mix is significantly at risk, with objective and discretionary cash linked to Adjusted EBITDA and role-specific outcomes, and multi-year RS vesting; no options outstanding and a formal clawback and ownership guidelines add alignment safeguards .
- Retention/Change-of-control: Two years’ salary continuation plus bonus and double-trigger equity vesting create strong retention incentives while limiting single-trigger windfalls; CIC cash for CFO is modest ($283,333), preserving alignment in strategic transactions .
- Selling pressure: Quarterly RS vesting through March 2029 (including 8,100 shares from 2024 LTIP and legacy grants) could create periodic supply; the Insider Trading Policy discourages pledging and prohibits hedging/derivatives, reducing forced-selling risks from margin arrangements .
- Performance lens: EBITDA growth under CFO oversight supported objective payouts, while TSR trailed the health care index; continued focus on rate improvements, cost discipline, and capital structure is explicitly baked into his subjective criteria—watch for sustained EBITDA growth and TSR convergence to peer norms as pay-for-performance validation .