US PHYSICAL THERAPY INC (USPH)
Sector: Health Care
2026 Annual Meeting Analysis
US PHYSICAL THERAPY INC · Meeting: May 19, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Seven Directors to Serve Until the Next Annual Meeting of Stockholders
Reading has served as CEO and director since 2004 with deep industry expertise; USPH's 3-year price return of -20.4% trails the peer group median by only 14.6 percentage points, which is below the 20-point trigger threshold required for a negative TSR vote under the peer group benchmark, so no TSR flag applies.
Gilmartin brings extensive healthcare executive leadership experience and has served since 2018; the TSR underperformance gap of 14.6 percentage points versus the peer group median does not meet the 20-point threshold required to trigger a negative vote, and no other policy flags apply.
Harris has served as Lead Independent Director since 2005 and brings strong healthcare and governance credentials; the 3-year peer group underperformance gap of 14.6 percentage points is below the 20-point trigger threshold, and no other policy flags apply.
Motsenbocker joined in January 2022 and brings deep financial expertise as a former JPMorgan Chase managing director and current audit committee chair; the TSR trigger does not apply given the peer group gap is below the 20-point threshold.
Swanson has served since 2007 and contributes specialized outpatient physical therapy industry knowledge as founder of STAR Physical Therapy; the 3-year peer group underperformance gap of 14.6 percentage points does not meet the 20-point trigger threshold, and no other policy flags apply.
Mayrsohn joined the board in May 2025, which is less than 24 months ago, making him exempt from the TSR trigger under policy; he brings relevant experience growing outpatient physical therapy businesses as CEO of Metro, and no other policy flags apply.
Minan is a new nominee with no prior tenure on this board, so the TSR trigger does not apply; he brings strong financial expertise from nearly 30 years at KPMG and CFO experience at a multi-billion dollar public company, which is highly relevant for board and audit committee service.
All seven nominees receive a FOR vote. USPH's 3-year stock return of -20.4% trails the company-disclosed peer group median by 14.6 percentage points, which is below the 20-point underperformance threshold required to trigger a negative vote under the named peer group benchmark. No individual director triggers overboarding, attendance, independence, or familial relationship flags. New nominees Minan and Mayrsohn are either new to the board or joined within the past 24 months and are therefore exempt from the TSR trigger.
Say on Pay
✓ FORCEO
Christopher J. Reading
Total Comp
$4,468,314
Prior Support
91%%
The prior year say-on-pay vote received approximately 91% support, well above the 70% threshold that would require visible changes. CEO total compensation of $4,468,314 is within a reasonable range for a chief executive at a $1.2 billion healthcare services company, and the pay structure is heavily weighted toward variable pay — base salary of roughly $1 million represents approximately 22% of total compensation, with the remainder in performance-based cash bonuses and equity awards that vest over four years, comfortably exceeding the 50-60% variable pay requirement. The incentive plan is tied to a disclosed Adjusted EBITDA target range with clear thresholds, the company met the top of its target range ($95 million actual versus an $88-$95 million range), the company has a meaningful clawback policy, and there are no single-trigger change-in-control benefits, all of which support a FOR vote.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
22 yrs
Audit Fees
$955,003
Non-Audit Fees
$0
Grant Thornton charged only audit fees in 2025 — no tax, consulting, or other non-audit fees whatsoever — meaning the non-audit fee ratio is 0%, well below the 50% threshold that would raise independence concerns. Tenure is approximately 22 years (since 2004), which is below the 25-year threshold that would trigger a negative vote. No material restatements are disclosed, and Grant Thornton is a large national firm appropriate for a $1.2 billion company.
Overall Assessment
The 2026 US Physical Therapy annual meeting presents three standard proposals — director elections, say-on-pay, and auditor ratification — and no stockholder proposals were submitted. All proposals receive a FOR vote: the director slate passes with no TSR, independence, or overboarding flags; the compensation program is well-structured with strong variable pay emphasis and 91% prior-year shareholder support; and Grant Thornton's engagement is clean with zero non-audit fees and tenure below the 25-year concern threshold.
Compensation Peer Group
10 companies disclosed in 2026 proxy filing