Clayton Trier
U S PHYSICAL THERAPY INC /NVAbout Clayton K. Trier
Independent director of U.S. Physical Therapy, Inc. since 2005; age 73; currently serves as Chairman of the Audit Committee and member of the Governance & Nominating Committee; previously served on the Compensation Committee through March 1, 2025 . Background includes prior service as Chairman/CEO of three publicly traded services companies and prior experience as a certified public accountant and partner at a national accounting firm .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Three publicly traded service companies (names not disclosed) | Chairman and/or Chief Executive Officer | 1986–2008 | Led multiple start-ups and public-company operations |
| National accounting firm (name not disclosed) | Certified Public Accountant, Partner | Not disclosed | Accounting, audit, internal controls foundation; informs Audit Committee leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| St. Luke’s Health System (Houston) | Director | 2008–2018 | Governance oversight for multi-hospital operator |
| Baylor St. Luke’s Medical Center JV | Director | 2013–2021 | JV governance in acute care setting |
Board Governance
- Independence: Affirmatively determined independent under NYSE listing standards .
- Committee assignments: Audit (Chair); Governance & Nominating (member); Compensation (member through March 1, 2025) .
- Audit Committee financial expertise: Trier designated an “audit committee financial expert” by the Board .
- Attendance and engagement: Board met 7 times in 2024; Audit met 7, Compensation met 12, Governance & Nominating met 3, Compliance met 5; each director attended at least 75% of Board and relevant committee meetings .
- Board leadership: CEO also serves as Chairman since May 2024; Lead Independent Director (Dr. Harris) role formalized with charter; independent directors hold regular executive sessions .
- Stockholder engagement: Ongoing investor outreach; adoption of Board Diversity Policy; responsiveness to governance feedback (e.g., plurality voting resignation policy, double-trigger CIC) .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $91,500 | $95,000 |
| Annual Retainer per quarter ($) | $11,250 (Q1–Q2); $16,250 (Q3–Q4) | $16,250 (per quarter) |
| Audit Committee Chair Fee ($ annual) | $23,000 (Q1–Q2); $30,000 (from Q3) | $30,000 |
| Meeting Fees | Paid $1,250 per committee meeting in H1 2023; eliminated starting Q3 2023 | None (meeting fees eliminated) |
Performance Compensation
| Equity Grant Detail | 2023 | 2024 |
|---|---|---|
| Annual Director RSU/Restricted Stock grant (# shares) | 1,600 shares | 1,424 shares |
| Grant date fair value ($/share) | $111.12 | $105.40 |
| Vesting schedule (quarters) | 400 shares vest on each: Jul 1, 2023; Oct 1, 2023; Jan 1, 2024; Apr 1, 2024 | 356 shares vest on each: Jul 1, 2024; Oct 1, 2024; Jan 1, 2025; Apr 1, 2025 |
| Performance metrics tied to director equity | None disclosed; director equity awards are time-based restricted stock under Stock Incentive Plan |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| St. Luke’s Health System (Houston) | Private/non-profit health system | Director (former) | No related-party transactions disclosed involving Trier |
| Baylor St. Luke’s Medical Center JV | Private JV | Director (former) | No related-party transactions disclosed involving Trier |
The 2025 proxy reports no insider/affiliated-party transactions in 2024; only two leases related to director-nominee Mayrsohn were reviewed and found at fair market value; none involved Trier .
Expertise & Qualifications
- Deep public-company operating experience (Chairman/CEO roles) and entrepreneurial background in services sectors .
- Accounting and audit proficiency; prior CPA/partner experience aligns with oversight of financial reporting and internal controls as Audit Chair .
- Healthcare governance exposure through hospital system boards; familiarity with regulatory and competitive dynamics in care delivery .
Equity Ownership
| Metric | As of Apr 12, 2024 | As of Apr 10, 2025 |
|---|---|---|
| Shares beneficially owned (#) | 7,000 | 6,424 |
| % of shares outstanding | 0.0% | 0.0% |
| Stock options outstanding | None | None |
| Ownership guidelines | Officer & Director Share Ownership Guidelines adopted in 2025; 5-year compliance window overseen by Compensation Committee |
Insider trading controls:
- Prohibited: hedging, short sales, derivatives, margin accounts, pledging of Company stock; policy applies to directors, officers, employees .
Section 16 compliance:
- 2024: All directors/officers complied timely with Section 16 filings (no delinquencies reported) .
- 2023: Limited late Form 4 filings noted for certain grants (executives and one director, not Trier) due to administrative errors .
Governance Assessment
- Strengths: Independent Audit Chair with recognized financial expert status; consistent committee engagement; time-based equity plus modest cash retainer supports alignment; robust insider-trading prohibitions (no pledging/hedging); ownership guidelines introduced in 2025; no related-party transactions involving Trier .
- Potential investor considerations:
- Tenure/refreshment: Trier’s long tenure (since 2005) could raise entrenchment questions; Board cites skills/continuity and active Governance & Nominating oversight .
- Board leadership: CEO-Chair combination since May 2024 may concern some investors; mitigated by Lead Independent Director charter and independent-only key committees .
- Attendance: Proxy discloses all directors achieved at least 75% attendance; investors may seek individual attendance detail in future filings .
- Say-on-pay signal: Strong shareholder support for executive compensation (96% approval in 2024; 91% in 2023) indicates general confidence in governance and pay practices .
RED FLAGS
- None identified specific to Trier regarding conflicts, related-party transactions, hedging/pledging, or delinquent filings in 2024 .
- Structural caution: Combined CEO/Chair role at Board level; investors should monitor Lead Independent Director effectiveness and continued independent committee leadership .