Michael Mayrsohn
U S PHYSICAL THERAPY INC /NVAbout Michael G. Mayrsohn
Michael G. Mayrsohn (age 38) is a licensed physical therapist, CEO and an owner of MSO Metro, LLC, which U.S. Physical Therapy (USPH) acquired a 50% interest in October 2024. He has been employed by Metro since 2013 and CEO since 2016. He was nominated to join USPH’s Board for the 2025 annual meeting but the Board determined he is not independent under NYSE standards given his executive role at a USPH subsidiary .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MSO Metro, LLC | Chief Executive Officer | 2016–present | Led “extraordinary growth” through team curation, expansion into home care, and acquisitions/de novo development; brings operating experience in outpatient PT to USPH . |
| MSO Metro, LLC | Various roles prior to CEO | 2013–2016 | Employed at Metro since 2013 prior to promotion to CEO; licensed physical therapist . |
External Roles
- No other public-company directorships or external board roles disclosed in USPH’s proxy biography for Mr. Mayrsohn .
Board Governance
- Independence: Not independent under NYSE listing standards due to CEO role at a USPH subsidiary .
- Committee eligibility: Only independent directors serve on Audit, Compensation, Compliance, and Nominating/Governance; committee rosters do not include Mr. Mayrsohn .
- Attendance/Engagement: The Board met 7 times in 2024 and committees met 3–12 times; each director participated in ≥75% of meetings. Mr. Mayrsohn was not yet a director in 2024, so individual attendance is not applicable .
- Lead Independent oversight: Independent directors meet in executive session; the Lead Independent Director presides and has broad responsibilities (agenda input, liaison role, authority to retain advisors) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual board retainer (cash) | $0 | USPH states Mr. Mayrsohn “will not be compensated for his role as a director” . |
| Committee chair/member fees | $0 | Not independent; not listed on any committee rosters . |
| Meeting fees | $0 | No director compensation planned for him . |
| Equity (director grant) | $0 | Non‑employee directors in 2024 received 1,424 restricted shares; Mr. Mayrsohn will not be compensated as a director . |
Performance Compensation
| Metric/Instrument | Structure | Applicability to Mayrsohn |
|---|---|---|
| Director equity grant (time‑based RS) | Standard non‑employee directors received 1,424 restricted shares vesting 356 shares quarterly (Jul 1, Oct 1, Jan 1, Apr 1); grant‑date fair value $105.4/share . | Not applicable; USPH states he will not receive director compensation . |
| Performance metrics for directors | None disclosed (USPH director pay is retainer plus time‑based equity; not performance‑conditioned) . | Not applicable . |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed . |
| Private/non-profit boards | None disclosed . |
| Interlocks or shared directorships with USPH competitors/suppliers/customers | None disclosed; primary affiliation is MSO Metro, LLC (USPH 50% subsidiary) . |
Expertise & Qualifications
- Licensed physical therapist; CEO experience scaling outpatient PT operations, including home care and pediatric interventions .
- Expected to contribute operating expertise and growth-oriented perspective to USPH’s board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Michael G. Mayrsohn | 18,358 | 0.1% | As of April 10, 2025; table notes no outstanding stock options . |
| Insider trading/pledging policy context | — | — | USPH Insider Trading Policy discourages hedging, derivatives, short sales, margin accounts, and pledging; such transactions “should be avoided” . |
| Ownership guidelines | — | — | Officer and Director Share Ownership Guidelines adopted in 2025; required levels to be attained within five years; overseen by Compensation Committee . |
Insider Filings
| Date | Filing | Type | Link |
|---|---|---|---|
| May 21, 2025 | Form 3 | Initial statement of beneficial ownership as a reporting person at USPH | https://www.sec.gov/Archives/edgar/data/2045226/000095017025075785/0000950170-25-075785-index.htm |
Related-Party Transactions (Conflict Review)
| Transaction | Annual Rent | Review/Conclusion |
|---|---|---|
| Two clinic location leases by a USPH subsidiary (where Mr. Mayrsohn is CEO) from entities owned by Mr. Mayrsohn | $150,000 and $330,000 | Third‑party valuation concluded fair market values; Audit Committee determined lease terms/rents consistent with fair market value and approved . |
Governance Assessment
- Independence and committee access: Mr. Mayrsohn is not independent and thus not eligible for service on USPH’s standing committees that require independence (Audit, Compensation, Compliance, Nominating/Governance). This limits direct oversight roles but aligns with NYSE and company governance practices .
- Compensation alignment: Atypical governance choice—USPH states he will not be compensated for his director role. This reduces cash/equity incentives at the board level and may emphasize alignment via existing share ownership and his operating role, but also removes standard board pay structures seen for other non‑employee directors .
- Ownership skin‑in‑the‑game: Beneficially owns 18,358 shares (0.1%). USPH has newly adopted ownership guidelines with a five‑year compliance window, though specific multiples are not disclosed; policy discourages hedging/pledging which supports alignment .
- Conflicts and mitigation: Leases with entities he owns represent a related‑party exposure; however, Audit Committee obtained third‑party valuations and concluded terms were fair market, approving the arrangements—mitigating a key conflict risk. Continued disclosure and recusal under director code of conduct remain important safeguards.
- RED FLAG: Existence of related‑party leases requires ongoing monitoring despite fair‑value determinations .
- Board oversight strength: USPH emphasizes independent oversight via a Lead Independent Director charter, independent committee structure, and executive sessions—important given the combined Chair/CEO role and presence of non‑independent directors on the board .
- Shareholder signals: Strong say‑on‑pay support (≈96% approval in May 2024) suggests investor confidence in compensation governance broadly, though this reflects NEO pay rather than director pay .
Overall, Mr. Mayrsohn brings deep operating expertise in outpatient PT and home‑care delivery, but he is a non‑independent director with disclosed related‑party leases. The Audit Committee’s fair‑value validation and USPH’s independent committee structure help mitigate conflicts; monitoring of lease renewals/terms, adherence to ownership guidelines, and clear recusals on any Metro‑related matters are important to maintain investor confidence .