Nancy Ham
U S PHYSICAL THERAPY INC /NVAbout Nancy J. Ham
Independent director at U.S. Physical Therapy, Inc. since May 2023; age 63. Former CEO of WebPT (2016–2021) with two decades of senior leadership across healthcare technology, EMR, and payer ecosystems (including Healtheon and Medicity). She is affirmed independent under NYSE listing standards and serves on USPH’s Compliance Committee; she completed the Diligent Cyber Risk & Strategy certification alongside other committee members .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WebPT | Chief Executive Officer and Director | 2016–2021 | Led national EMR and billing platform for outpatient rehabilitation; technology and operations expertise |
| Healtheon; Medicity | CEO/President roles (healthcare technology) | 2005–2016 | Healthcare technology leadership; provider connectivity and workflow solutions experience |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Blue Cross Blue Shield of Arizona | Director | Current | Health insurance governance and payer expertise |
| Power Wellness | Director | Current | Medical fitness operator board role |
| Madison Dearborn Partners | Advisory Board Member | Current | PE advisory (healthcare technology services focus) |
| LRV Health | Advisory Board Member | Current | VC advisory (healthcare technology focus) |
| HST Pathways | Director | Disclosed in 2024 proxy | Software for healthcare providers; listed in 2024 filing (not in 2025) |
| HLM Ventures | Advisory Board Member | Disclosed in 2024 proxy | VC advisory; listed in 2024 filing (not in 2025) |
Board Governance
- Independence: Board affirmed Ham as independent under NYSE standards .
- Committee assignments: Compliance Committee member (2024 composition: Harris (Chair), Gilmartin, Ham, Swanson; 2025 composition: Swanson (Chair), Gilmartin, Ham) .
- Attendance: In 2023 the Board met 6 times; Compliance 4; Audit 7; Compensation 8—each director attended ≥75% of aggregate meetings. In 2024 the Board met 7 times; Compliance 5; Audit 7; Compensation 12—each director attended ≥75% of aggregate meetings .
- Engagement: The Board created a Lead Independent Director role with defined duties; independent directors hold regular executive sessions without management .
- Codes and RPT oversight: Audit Committee reviews insider/affiliate transactions; none in 2023–2024 (aside from pre-reviewed leases tied to another nominee) .
Fixed Compensation
| Component | FY 2023 | FY 2024 | Detail |
|---|---|---|---|
| Cash fees (retainer, chair, meeting) | $38,125 | $65,000 | Retainer moved to $16,250/quarter from Q3’23; meeting fees eliminated; Ham did not receive Chair/Lead fees |
| Director equity grant | 1,600 RS shares; grant-date FV $177,792 | 1,424 RS shares; grant-date FV $150,090 | 2023 vest: 400 shares each on Jul 1, Oct 1, Jan 1, Apr 1; 2024 vest: 356 shares each on Jul 1, Oct 1, Jan 1, Apr 1 |
- Structure: As of 2024, non-employee directors receive $16,250 quarterly retainer; Chair fees: Audit $30,000; Governance/Comp/Compliance $20,000; Lead Independent Director $35,000 (added Feb 2024) .
- Year-over-year mix: Cash increased (elimination of per-meeting fees, higher retainer), equity grant modestly reduced; equity remains a significant portion of director pay .
Performance Compensation
- No performance-conditioned director pay disclosed; director equity is time-based restricted stock (quarterly vesting) rather than PSU/TSR-conditioned grants .
| Equity Award Details | FY 2023 | FY 2024 |
|---|---|---|
| Shares granted | 1,600 | 1,424 |
| Grant-date fair value | $177,792 | $150,090 |
| Vesting schedule | 400 shares on 7/1/23, 10/1/23, 1/1/24, 4/1/24 | 356 shares on 7/1/24, 10/1/24, 1/1/25, 4/1/25 |
Other Directorships & Interlocks
- Public company boards: None disclosed for Ham; her listed boards are private/insurance/PE/VC .
- Potential interlocks: Prior leadership at WebPT (EMR/billing vendor to outpatient rehab) and current payer/PE/VC advisory roles could create informational proximity to USPH suppliers/payers; no related-party transactions disclosed involving Ham .
Expertise & Qualifications
- Healthcare technology operations, provider EMR/billing workflow, and payer strategy experience applied to USPH’s clinic operations and efficiency goals .
- Compliance and cybersecurity oversight capability; completed Diligent Cyber Risk & Strategy director certification as part of Compliance Committee .
- Board states Ham provides insight on leveraging technology to enhance business operations and patient care .
Equity Ownership
| Date | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| April 12, 2024 | 860 | 0.0% |
| April 10, 2025 | 1,112 | 0.0% |
- Vested vs unvested: The May 2024 director grant vested fully by April 1, 2025 (356 per quarter); 2025 table shows Ham’s beneficial ownership without options outstanding .
- Ownership alignment: In 2025 USPH adopted Officer and Director Share Ownership Guidelines requiring directors to attain specified ownership within five years; administered by the Compensation Committee .
Governance Assessment
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Strengths:
- Independence and meaningful committee work (Compliance) with cyber risk oversight certification—supports board effectiveness in regulatory/compliance domains .
- Attendance threshold met in 2023–2024; board and committees actively convene; independent executive sessions maintained .
- Director compensation balanced with equity grants and time-based vesting, promoting alignment without option risk; anti-hedging, anti-pledging policies strengthen alignment signals .
- Share ownership guidelines introduced in 2025 enhance long-term alignment .
- No related-party transactions involving Ham; Audit Committee oversight of RPTs in place .
-
Risks/Red Flags:
- A Section 16(a) administrative late filing in 2023 for Ham’s restricted stock grant (reported 10 days late); isolated procedural issue without substantive impact .
- Potential perceived conflicts from prior WebPT role and current insurer/PE/VC affiliations; no transactions disclosed but continued monitoring advisable .
- Combined CEO-Chair structure elevates reliance on Lead Independent Director oversight; board mitigated with defined Lead role and independent committee structure .
-
Shareholder signals:
- Strong Say-on-Pay support: ~91% approval in 2023; ~96% in 2024; change-in-control moved to double-trigger and clawback policy adopted, reflecting responsiveness to investor feedback .
Overall, Nancy Ham’s technology and payer-centric expertise, independence, and compliance/cyber oversight role add value to USPH’s board effectiveness. Her compensation and ownership indicate alignment with shareholders, with minor filing timing issues noted and no related-party exposure disclosed .