Regg Swanson
U S PHYSICAL THERAPY INC /NVAbout Regg E. Swanson
Regg E. Swanson (age 71) is an independent director of U.S. Physical Therapy, Inc. who has served on the Board since 2007 and was deemed independent as of January 1, 2023; he chairs the Compliance Committee and joined the Compensation Committee effective February 1, 2025 . A certified athletic trainer, Swanson founded STAR Physical Therapy and has decades of clinical and operating experience in outpatient rehabilitation, including leadership of USPH’s largest clinic partnership in Tennessee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| STAR Physical Therapy, LLC | Founder; President & Managing Member | 1997–2007 | Built leading outpatient PT platform; clinical and operational leadership |
| STAR Physical Therapy, LP (USPH subsidiary) | Executive/Employee | 2007–Jan 31, 2020 | Operated USPH’s largest clinic partnership; industry and clinical insight |
External Roles
| Organization/Initiative | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not-for-profit facilities for adults with special needs (housing, education, vocation) | Builder/Supporter | Ongoing | Community service and social impact initiatives |
Board Governance
- Committee assignments: Compliance Committee Chair; Compensation Committee member (since Feb 1, 2025) .
- Independence: Affirmatively determined independent under NYSE standards; independent status recognized from Jan 1, 2023 .
- Attendance and engagement: Board met 7 times in 2024; Compliance 5; Compensation 12; each director participated in at least 75% of aggregate meetings of the Board and their committees .
- Cyber oversight: Compliance Committee oversees legal/regulatory compliance and cybersecurity; directors (including Swanson) completed the Diligent Cyber Risk and Strategy Certification Program .
- Lead independent/Executive sessions: Independent directors regularly meet in executive session; the Board has a Lead Independent Director role enhancing governance oversight .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash Fees (2024) | $75,000 | Includes Retainer, Chair, and Meeting fees |
| Program Retainer (per director) | $16,250 per quarter ($65,000/year) | Applies to non-employee directors |
| Chair Fees (program) | Compliance Chair: $20,000; Audit Chair: $30,000; Lead Independent Director: $35,000; Governance & Compensation Chairs: $20,000 | Program-level fees (actual director totals shown above) |
| Reimbursement | Travel and related expenses reimbursed | Standard director policy |
Performance Compensation
| Equity Award | Grant Size | Grant Date | Grant-date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Restricted Stock (2024) | 1,424 shares | May 2024 (elected at 2024 annual meeting) | $150,090 (at $105.40/share) | 356 shares vested on each of Jul 1, 2024; Oct 1, 2024; Jan 1, 2025; Apr 1, 2025 |
- No performance metrics disclosed for director equity awards; grants are time-based restricted stock under the Amended 2003 Plan .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in Swanson’s biography (contrast with other directors where external boards are listed) |
| Prior public company boards | Not disclosed |
| Compensation Committee interlocks | None; no member (including Swanson) was an officer of USPH in 2024, and no reciprocal executive-director relationships noted |
Expertise & Qualifications
- Certified athletic trainer; 25+ years in sports medicine and physical therapy operations .
- Founder/operator of STAR Physical Therapy; deep outpatient PT clinical and business expertise; advisor on industry, clinical, and compliance issues .
- Cyber and compliance oversight capabilities as Compliance Committee Chair; completed cyber risk certification program for directors .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 18,900 shares | As of Apr 10, 2025 |
| Ownership (% of outstanding) | 0.1% | 15,191,689 shares outstanding as of record date context |
| Trust-held shares | 7,596 (Regg E. Swanson Revocable Trust) | Swanson is trustee and beneficiary |
| Stock options | None outstanding | Company-wide note for directors |
| Pledging/hedging | Company policy prohibits hedging, options on Company stock, short sales; pledging strongly discouraged to avoid inadvertent insider trading | |
| Ownership guidelines | Officer and Director Share Ownership Guidelines adopted in 2025; specified ownership level to be attained within five years; overseen by Compensation Committee |
Governance Assessment
- Strengths: Independent director with extensive sector-specific operating experience; chairs Compliance Committee overseeing healthcare compliance and cybersecurity (completed director cyber certification); active engagement via committee oversight; equity grants to directors align interests with shareholders; robust insider trading restrictions and share ownership guidelines enhance alignment .
- Potential conflicts/risks: Prior employment with a USPH subsidiary through Jan 31, 2020 could raise independence perception concerns; mitigated by formal independence determination effective Jan 1, 2023 and absence of related-party transactions in 2024 .
- Attendance/engagement: Board and committee cadence suggests active governance; each director met the ≥75% participation threshold in 2024, indicating acceptable engagement levels .
- Shareholder signals: Broader governance practices (Lead Independent Director, executive sessions, double-trigger change-in-control for executives) reflect responsiveness to shareholder feedback; say-on-pay received ~96% approval in 2024, supporting confidence in compensation governance, though not director-specific .
RED FLAGS: None disclosed specific to Swanson (no hedging/pledging or related-party transactions; independence affirmed); prior affiliation with a subsidiary warrants monitoring but is mitigated by current independent status and committee composition .