Nevada
|
1-11151
|
76-0364866
|
||
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
1300 West Sam Houston Parkway South,
Suite 300, Houston, Texas
|
77042
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $.01 par value
|
USPH
|
New York Stock Exchange
|
Emerging growth company ☐
|
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
|
• |
Objective Long-Term Incentive Plan for Senior Management for 2021
|
|
• |
Discretionary Long-Term Incentive Plan for Senior Management for 2021
|
|
• |
Objective Cash/RSA Bonus Plan for Senior Management for 2021
|
|
• |
Discretionary Cash/RSA Bonus Plan for Senior Management for 2021
|
ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS
|
Exhibits
|
Description of Exhibits
|
U. S. Physical Therapy, Inc. Objective Long-Term Incentive Plan for Senior Management for 2021, effective March 17, 2021.
|
|
U. S. Physical Therapy, Inc. Discretionary Long-Term Incentive Plan for Senior Management for 2021, effective March 17, 2021.
|
|
U. S. Physical Therapy, Inc. Objective Cash/RSA Bonus Plan for Senior Management for 2021, effective March 17, 2021.
|
|
U. S. Physical Therapy, Inc. Discretionary Cash/RSA Bonus Plan for Senior Management for 2021, effective March 17, 2021.
|
U.S. PHYSICAL THERAPY, INC.
|
||
Dated: March 22, 2021
|
By:
|
/s/ Carey Hendrickson
|
Carey Hendrickson
|
||
Chief Financial Officer
|
||
(duly authorized officer)
|
Performance Goals
|
|
2021
|
Amount of Maximum Shares
|
After-tax operating results
|
That May Be Awarded
|
|
|
$30,444,797
|
30.0%
|
$30,597.786
|
34.0%
|
$30,751,544
|
38.0%
|
$30,906,074
|
42.0%
|
$31,061,381
|
46.0%
|
$31,217,468
|
50.0%
|
$31,374,349
|
56.0%
|
$31,532,000
|
62.0%
|
$31,689,660
|
68.0%
|
$31,848,108
|
76.0%
|
$32,007,349
|
84.0%
|
$32,167,386
|
92.0%
|
$32,328,225 and over
|
100.0%
|
|
1. |
Company Leadership
|
|
2. |
Cost Control
|
|
3. |
Further Development of Industrial Injury Prevention Business
|
|
4. |
Compliance
|
|
5. |
Acquisition of new partnerships and acquisition performance, revenue, and volume growth
|
|
6. |
Successful integration and transition involving CFO and COO roles
|
|
1. |
Successful and effective integration and management of direct reporting areas
|
|
2. |
Further standardization around reporting and controls
|
|
3. |
Effective communication to shareholders and Board, including guidance, updates and financial modeling
|
|
4. |
Billing office effectiveness
|
|
5. |
Customer service and responsiveness to co-partners
|
|
6. |
Successful completion of annual audit
|
|
7. |
Acquisition modeling. Integration and financial reporting
|
|
1. |
Effective transition and integration of certain areas and partnerships
|
|
2. |
Cost Control
|
|
3. |
Development of Operation’s team leadership
|
|
4. |
Development of skills associated with negotiation, due diligence and acquisition integration and assimilation
|
|
5. |
Revenue and volume growth
|
|
6. |
Compliance
|
|
1. |
Effective transition and integration of certain areas and partnerships
|
|
2. |
Cost Control
|
|
3. |
Development of Operation’s team leadership
|
|
4. |
Development of skills associated with negotiation, due diligence and acquisition integration and assimilation
|
|
5. |
Revenue and volume growth
|
|
6. |
Compliance
|
2021
|
Potential Bonus Value
|
|||
After-tax operating results
|
CEO COO-West
|
|||
and COO-East
|
CFO
|
|||
(Compared to Base)
|
(Compared to Base)
|
|||
$30,444,797
|
15.0%
|
12.0%
|
||
$30,597,786
|
17.0%
|
13.6%
|
||
$30,751,544
|
19.0%
|
15.2%
|
||
$30,906,074
|
21.0%
|
16.8%
|
||
$31,061,387
|
23.0%
|
18.4%
|
||
$31,217,468
|
25.0%
|
20.0%
|
||
$31,374,349
|
28.0%
|
22.4%
|
||
$31,532,000
|
31.0%
|
24.8%
|
||
$31,689,660
|
34.0%
|
27.2%
|
||
$31,848,108
|
38.0%
|
30.4%
|
||
$32,007,349
|
42.0%
|
33.6%
|
||
$32,167,386
|
46.0%
|
36.8%
|
||
$32,328,223
|
50.0%
|
40.0%
|
||
$32,489.864
|
54.0%
|
43.2%
|
||
$32,652,313
|
58.0%
|
46.4%
|
||
$32,815,575
|
62.0%
|
49.6%
|
||
$32,979,652
|
66.0%
|
52.8%
|
||
$33,144,551
|
70.0%
|
56.0%
|
||
$33,310,273
|
75.0%
|
60.0%
|
|
1. |
Company Leadership
|
|
2. |
Cost Control
|
|
3. |
Further Development of IIP business
|
|
4. |
Compliance
|
|
5. |
Acquisition of new partnerships and acquisition performance, revenue and volume growth
|
|
6. |
Successful integration and transition involving CFO and COO roles
|
|
1. |
Successful and effective integration and management of direct reporting areas
|
|
2. |
Further standardization around reporting and controls
|
|
3. |
Effective communication to shareholders and Board, including guidance, updates and financial modeling
|
|
4. |
Billing office effectiveness and cost control
|
|
5. |
Successful completion of Annual audit
|
|
6. |
Acquisition modeling. Integration and financial reporting
|
|
1. |
Effective transition and integration of certain areas and partnerships
|
|
2. |
Cost Control
|
|
3. |
Development of Operation’s team leadership
|
|
4. |
Development of skills associated with negotiation, due diligence and acquisition integration and assimilation
|
|
5. |
Revenue and volume growth
|
|
6. |
Compliance
|
|
1. |
Effective transition and integration of certain areas and partnerships
|
|
2. |
Cost Control
|
|
3. |
Development of Operation’s team leadership
|
|
4. |
Development of skills associated with negotiation, due diligence and acquisition integration and assimilation
|
|
5. |
Revenue and volume growth
|
|
6. |
Compliance
|