Kathleen Gilmartin
U S PHYSICAL THERAPY INC /NVAbout Kathleen A. Gilmartin
Independent director since 2018; age 73; former President and CEO of Caring Brands International and Interim HealthCare, with 25 years at Interim and retirement in 2017; Registered Nurse with deep home health and therapy leadership experience; currently chairs USPH’s Compensation Committee and serves on Governance & Nominating and Compliance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caring Brands International | Director | 2017–2021 | Oversight across home healthcare and therapy services |
| Interim HealthCare Inc. | President & CEO | Sep 2008–Feb 2017 | Led providers of home healthcare, skilled nursing, therapy, hospice |
| Research Institute for Home Care | Director | 2009–2023 | Non-profit consortium advancing home health quality |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harmar Mobility LLC | Director | Since Dec 2022 | Manufacturer of specialty mobility products |
| 101 Mobility LLC | Director | Since Dec 2022 | Franchised mobility device installation/service |
| Elevate Care International | Director | Since Nov 2023 | Franchised non-medical personal care network |
- No current public company directorships disclosed for Ms. Gilmartin in USPH’s proxy .
Board Governance
- Independence: Board determined Ms. Gilmartin is independent under NYSE rules; all Audit, Compensation, Compliance, and Governance committees are composed solely of independent directors .
- Committee assignments: Compensation (Chair); Governance & Nominating (member); Compliance (member) .
- Attendance: In 2024 each director attended at least 75% of aggregate Board and committee meetings on which they served .
- Board/Committee activity (2024): | Body | Meetings (2024) | |------|------------------| | Board of Directors | 7 | | Governance & Nominating | 3 | | Compliance | 5 | | Compensation | 12 | | Audit | 7 |
- Lead Independent Director framework in place (Dr. Bernard Harris) with robust duties (agenda input, executive sessions, stockholder liaison, advisor retention authority) to strengthen oversight given combined CEO/Chairman structure .
Fixed Compensation
| Component | 2024 Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $85,000 |
| Stock Awards (grant-date fair value) | $150,090 |
| Total | $235,090 |
- Program parameters: Quarterly retainer $16,250; Compensation Committee Chair fee $20,000; additional meeting fees apply; equity grants to non-employee directors were 1,424 restricted shares in May 2024 .
Performance Compensation
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Director equity grant vesting schedule (2024 grant of 1,424 restricted shares): 356 shares vested on each of July 1, 2024; Oct 1, 2024; Jan 1, 2025; Apr 1, 2025; grant-date fair value $105.40 per share; time-based vesting (no performance metrics disclosed for director awards) . | Grant Date | Shares Granted | Vesting Tranches | Fair Value/Share | |------------|----------------|------------------|------------------| | May 2024 | 1,424 | 356 on 7/1/24; 356 on 10/1/24; 356 on 1/1/25; 356 on 4/1/25 | $105.40 |
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Performance metrics are used for executive (NEO) bonus and equity plans (Adjusted EBITDA and subjective criteria), not for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None; no member was an officer/employee in 2024, and no executive officer served on another entity’s board/comp committee with reciprocal ties |
| Related party transactions | None involving Ms. Gilmartin disclosed; Audit Committee reviewed two real estate leases tied to nominee Mayrsohn and found terms at fair market value |
Expertise & Qualifications
- Registered Nurse; extensive leadership in home healthcare, skilled nursing, therapy, hospice; provides regulatory, clinical practice, HR, and compensation insights in Compensation and Compliance committees .
- Cyber oversight: Compliance Committee members (including Ms. Gilmartin) completed Diligent Cyber Risk & Strategy Certification to strengthen cyber risk governance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Options Outstanding |
|---|---|---|---|
| Kathleen A. Gilmartin | 18,904 | 0.1% | None |
- Insider trading policy prohibits hedging, short sales, derivatives, and discourages margin/pledging of company stock; directors are covered by these restrictions .
- Officer and Director Share Ownership Guidelines adopted in 2025; requirement to attain specified ownership within five years (individual compliance status not disclosed) .
Governance Assessment
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Strengths: Independent director with industry and clinical credentials; Compensation Committee Chair with independent consultant support (Meridian) and no conflicts; robust committee workloads and attendance; adoption of clawback policy; ownership guidelines; cyber certification; say-on-pay received ~96% approval in 2024, signaling shareholder support of pay practices .
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Potential risks and mitigants:
- Combined CEO/Chair structure can reduce board independence; mitigated by formal Lead Independent Director role with significant oversight authorities and all key committees being fully independent .
- Director age policy requires unanimous Board consent for re-election at age ≥78; Ms. Gilmartin is 73, indicating an approaching policy threshold in future cycles but no immediate concern .
- No related-party transactions, hedging/pledging, or interlocks involving Ms. Gilmartin disclosed—low apparent conflict risk .
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Signals for investors: Cash/equity mix for directors is balanced and time-based; active Compensation Committee stewardship and independent consultant use; strong shareholder support for executive pay framework; governance enhancements (clawbacks, double-trigger CIC for executives, ownership guidelines) reinforce alignment .