Pay vs Performance Disclosure - USD ($)
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Nov. 20, 2025
Aug. 20, 2025
May 20, 2025
Jan. 01, 2025
Oct. 01, 2024
Jul. 01, 2024
Apr. 01, 2024
Jan. 01, 2024
Oct. 01, 2023
Jul. 01, 2023
Apr. 01, 2023
Jan. 01, 2023
Jul. 01, 2022
Apr. 01, 2022
Jan. 01, 2022
Oct. 01, 2021
Jul. 01, 2021
Apr. 01, 2021
Jan. 01, 2021
Oct. 01, 2020
Pay Versus Performance
The Company’s compensation objectives and philosophy, which are discussed above, are designed to reward the contributions of its NEOs to the Company’s financial performance and provide compensation which is sufficient to attract and retain individuals who are motivated to contribute to the Company’s financial performance. To achieve these goals, the Company has implemented incentive plans which tie a significant portion of each NEOs compensation to pre-determined financial goals.
For the years ended December 31, 2025, December 31, 2024, and December 31, 2023, the most important financial performance measure used by the Company to link executive compensation actually paid to the executive officers was Adjusted EBITDA which is described in the accompanying footnotes below. For the years ended December 31, 2022 and 2021, the most important financial performance measure used by the Company to link executive compensation actually paid to the executive officers was Operating Results, which is described in the accompanying footnotes below.
The following table summarizes the executive compensation earned by the Company’s Principal Executive Officer (“PEO”), and other NEOs, the executive compensation actually paid to the Company’s PEO and other NEOs, and certain financial performance measures of the Company for the years ended December 31, 2025, 2024, 2023, 2022, and 2021.
Year(1) | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for non-PEO NEOs(1) ($) | Average Compensation Actually Paid to non-PEO NEOs(2) ($) | Value of Initial Fixed $100 Investment Based on | Net Income(4) ($) | Operating Results(5) ($) | Adjusted EBITDA(6) ($) | |||||||||||||||||||
Total Shareholder Return(3) ($) | Peer Group Total Shareholder Return(3) ($) | ||||||||||||||||||||||||||
2025 | $4,468,314 | $4,212,465 | $2,142,973 | $2,026,536 | 65 | 134 | $58,005,000 | $39,963,000 | $95,010,000 | ||||||||||||||||||
2024 | $3,636,676 | $3,512,156 | $1,807,805 | $1,750,070 | 74 | 121 | $45,600,000 | $36,912,000 | $81,768,000 | ||||||||||||||||||
2023 | $3,372,377 | $3,822,626 | $1,722,785 | $1,865,290 | 77 | 121 | $37,220,000 | $36,265,000 | $77,717,000 | ||||||||||||||||||
2022 | $2,408,584 | $1,859,559 | $1,122,465 | $920,090 | 67 | 117 | $43,407,000 | $35,034,000 | $73,661,000 | ||||||||||||||||||
2021 | $4,143,576 | $3,275,545 | $1,454,841 | $1,110,753 | 79 | 121 | $57,924,000 | $40,842,000 | $73,780,000 | ||||||||||||||||||
(1) | The PEO is Christopher J. Reading for each of the years presented. The non-PEO NEOs are Carey P. Hendrickson, Eric J. Williams, Graham D. Reeve, and Richard Binstein for the years 2025, 2024, 2023 and 2022, and Carey P. Hendrickson, Eric J. Williams, Glenn D. McDowell, and Graham D. Reeve for 2021. |
(2) | For a computation of compensation actually paid to PEO and average compensation actually paid to non-PE NEOs, please refer to the subsequent table. |
(3) | On August 14, 2012, our common stock began trading on the NYSE. The Total Shareholder Return assumes that $100 was invested in our common stock and the common stock on each of the companies listed on The NYSE Healthcare Index (the Company’s Peer Group), on December 31, 2021 and that any dividends were reinvested. |
(4) | Net income includes earnings attributable to both controlling and non-controlling interests. |
(5) | Operating Results, a non-GAAP measure, equals net income attributable to our shareholders less, non-cash impairment charges, payments received from the federal government under the Corona virus Aid, Relief and Economic Security Act (“Relief Funds”), changes in revaluation of a put-right liability, clinic closure costs, loss on sale of a partnership, changes in fair value of contingent earn-out consideration, business acquisition related costs, costs related to a one-time financial and human resources systems upgrade, an income tax adjustment to revalue our deferred tax assets and liabilities to the most current statutory tax rate, and any allocations to non-controlling interests, all net of taxes. Operating Results per share also excludes the impact of the revaluation of redeemable non-controlling interest and the associated tax impact. |
(6) | Adjusted EBITDA, a non-GAAP measure, is defined as net income attributable to our shareholders before interest income, interest expense, taxes, depreciation, amortization, non-cash impairment charges, Relief Funds, change in fair value of contingent earn-out consideration, changes in revaluation of put-right liability, equity-based awards compensation expense, clinic closure costs, impairment on assets held for sale, business acquisition related costs, costs related to a one-time financial and human resources systems upgrade, loss on sale of a partnership and other income and related portions for non-controlling interests. |
The following table outlines the adjustments made to the compensation earned by the PEO and other NEOs, as presented in the Summary Compensation Table on page 30, to derive the compensation actually paid to the PEO and other NEOs.
Adjustments | |||||||||||||||||||||
Year | Summary Compensation Table Total ($) | Less: Reported Value of Stock Awards ($)(1) | Plus: Year End Fair Value of Restricted Stock Awards Granted During the Year ($)(2)(3) | Plus: Change in Fair Value of Outstanding and Unvested Restricted Stock Awards ($)(2)(3) | Plus: Changes in Fair Value of Restricted Stock in Prior Years that Vested During the Year ($)(2)(3) | Dividends paid on Unvested Restricted Stock Awards During the Fiscal Year ($)(4) | Compensation Actually Paid ($) | ||||||||||||||
PEO | |||||||||||||||||||||
2025 | $4,468,314 | $1,955,250 | $2,088,750 | $(318,027) | $(142,040) | $70,718 | $4,212,465 | ||||||||||||||
2024 | $3,636,676 | $1,888,440 | $1,796,378 | $(114,023) | $25,217 | $56,348 | $3,512,156 | ||||||||||||||
2023 | $3,372,377 | $1,632,482 | $1,508,868 | $288,036 | $235,956 | $49,871 | $3,822,626 | ||||||||||||||
2022 | $2,408,584 | $1,016,800 | $810,300 | $(411,395) | $22,404 | $46,466 | $1,859,559 | ||||||||||||||
2021 | $4,143,576 | $2,120,100 | $1,911,000 | $(613,844) | $(81,371) | $36,284 | $3,275,545 | ||||||||||||||
Non-PEO NEOs | |||||||||||||||||||||
2025 | $2,142,973 | $879,863 | $939,938 | $(146,264) | $(61,705) | $31,457 | $2,026,536 | ||||||||||||||
2024 | $1,807,805 | $849,798 | $808,370 | $(51,114) | $10,309 | $24,498 | $1,750,070 | ||||||||||||||
2023 | $1,722,785 | $816,241 | $754,434 | $108,759 | $76,874 | $18,679 | $1,865,290 | ||||||||||||||
2022 | $1,122,465 | $444,850 | $354,506 | $(132,671) | $5,768 | $14,872 | $920,090 | ||||||||||||||
2021 | $1,454,841 | $706,539 | $537,469 | $(157,849) | $(26,493) | $9,325 | $1,110,753 | ||||||||||||||
(1) | Represents the grant date fair value of restricted stock awards earned and as reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year. These shares were issued in February of the succeeding year. |
(2) | Adjustments are equal to (i) the year-end fair value of restricted stock awards granted during the applicable year that are earned but not issued and therefore deemed outstanding and unvested as of the end of the year, (ii) the amount of the change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any restricted stock awards granted in prior years that are outstanding and unvested as of the end of the applicable year, and (iii) for restricted stock awards granted in prior years that vest in the applicable year, an amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year). |
(3) | Restricted stock awards are valued using the market price of our stock. The closing market price of our stock was $78.09, $88.71, $93.14, $81.03, and $95.55 as of December 31, 2025, 2024, 2023, 2022, and 2021, respectively. The closing market price of our stock when the PEO and other NEOs’ restricted stock awards vested was $88.71 on January 1, 2025, $79.40 on May 20, 2025, $84.11 on August 20, 2025, $68.41 on November 20, 2025, $93.14 on January 1, 2024, $112.15 on April 1, 2024, $91.31 on July 1, 2024, $82.99 on October 1, 2024, $81.03 on January 1, 2023, $97.91 on April 1, 2023, $121.39 on July 1, 2023, $91.73 on October 1, 2023, $95.55 on January 1, 2022, $103.76 on April 1, 2022, $112.30 on July 1, 2022, $760.02 on October 1, 2022, $120.25 on January 1, 2021, $110.21 on April 1, 2021, $119.34 on July 1, 2021, and $111.55 on October 1, 2021. |
(4) | Includes dividends paid and declared on outstanding and unvested shares as of December 31, 2025, 2024, 2023, 2022 and 2021. Dividends declared per common share were $1.80, $1.76, $1.72, $1.64, and $1.46 for the fiscal years ended December 31, 2025, 2024, 2023, 2022 and 2021, respectively. |
(1) | The PEO is Christopher J. Reading for each of the years presented. The non-PEO NEOs are Carey P. Hendrickson, Eric J. Williams, Graham D. Reeve, and Richard Binstein for the years 2025, 2024, 2023 and 2022, and Carey P. Hendrickson, Eric J. Williams, Glenn D. McDowell, and Graham D. Reeve for 2021. |
(3) | On August 14, 2012, our common stock began trading on the NYSE. The Total Shareholder Return assumes that $100 was invested in our common stock and the common stock on each of the companies listed on The NYSE Healthcare Index (the Company’s Peer Group), on December 31, 2021 and that any dividends were reinvested. |
(2) | For a computation of compensation actually paid to PEO and average compensation actually paid to non-PE NEOs, please refer to the subsequent table. |
The following table outlines the adjustments made to the compensation earned by the PEO and other NEOs, as presented in the Summary Compensation Table on page 30, to derive the compensation actually paid to the PEO and other NEOs.
Adjustments | |||||||||||||||||||||
Year | Summary Compensation Table Total ($) | Less: Reported Value of Stock Awards ($)(1) | Plus: Year End Fair Value of Restricted Stock Awards Granted During the Year ($)(2)(3) | Plus: Change in Fair Value of Outstanding and Unvested Restricted Stock Awards ($)(2)(3) | Plus: Changes in Fair Value of Restricted Stock in Prior Years that Vested During the Year ($)(2)(3) | Dividends paid on Unvested Restricted Stock Awards During the Fiscal Year ($)(4) | Compensation Actually Paid ($) | ||||||||||||||
PEO | |||||||||||||||||||||
2025 | $4,468,314 | $1,955,250 | $2,088,750 | $(318,027) | $(142,040) | $70,718 | $4,212,465 | ||||||||||||||
2024 | $3,636,676 | $1,888,440 | $1,796,378 | $(114,023) | $25,217 | $56,348 | $3,512,156 | ||||||||||||||
2023 | $3,372,377 | $1,632,482 | $1,508,868 | $288,036 | $235,956 | $49,871 | $3,822,626 | ||||||||||||||
2022 | $2,408,584 | $1,016,800 | $810,300 | $(411,395) | $22,404 | $46,466 | $1,859,559 | ||||||||||||||
2021 | $4,143,576 | $2,120,100 | $1,911,000 | $(613,844) | $(81,371) | $36,284 | $3,275,545 | ||||||||||||||
Non-PEO NEOs | |||||||||||||||||||||
2025 | $2,142,973 | $879,863 | $939,938 | $(146,264) | $(61,705) | $31,457 | $2,026,536 | ||||||||||||||
2024 | $1,807,805 | $849,798 | $808,370 | $(51,114) | $10,309 | $24,498 | $1,750,070 | ||||||||||||||
2023 | $1,722,785 | $816,241 | $754,434 | $108,759 | $76,874 | $18,679 | $1,865,290 | ||||||||||||||
2022 | $1,122,465 | $444,850 | $354,506 | $(132,671) | $5,768 | $14,872 | $920,090 | ||||||||||||||
2021 | $1,454,841 | $706,539 | $537,469 | $(157,849) | $(26,493) | $9,325 | $1,110,753 | ||||||||||||||
(1) | Represents the grant date fair value of restricted stock awards earned and as reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year. These shares were issued in February of the succeeding year. |
(2) | Adjustments are equal to (i) the year-end fair value of restricted stock awards granted during the applicable year that are earned but not issued and therefore deemed outstanding and unvested as of the end of the year, (ii) the amount of the change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any restricted stock awards granted in prior years that are outstanding and unvested as of the end of the applicable year, and (iii) for restricted stock awards granted in prior years that vest in the applicable year, an amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year). |
(3) | Restricted stock awards are valued using the market price of our stock. The closing market price of our stock was $78.09, $88.71, $93.14, $81.03, and $95.55 as of December 31, 2025, 2024, 2023, 2022, and 2021, respectively. The closing market price of our stock when the PEO and other NEOs’ restricted stock awards vested was $88.71 on January 1, 2025, $79.40 on May 20, 2025, $84.11 on August 20, 2025, $68.41 on November 20, 2025, $93.14 on January 1, 2024, $112.15 on April 1, 2024, $91.31 on July 1, 2024, $82.99 on October 1, 2024, $81.03 on January 1, 2023, $97.91 on April 1, 2023, $121.39 on July 1, 2023, $91.73 on October 1, 2023, $95.55 on January 1, 2022, $103.76 on April 1, 2022, $112.30 on July 1, 2022, $760.02 on October 1, 2022, $120.25 on January 1, 2021, $110.21 on April 1, 2021, $119.34 on July 1, 2021, and $111.55 on October 1, 2021. |
(4) | Includes dividends paid and declared on outstanding and unvested shares as of December 31, 2025, 2024, 2023, 2022 and 2021. Dividends declared per common share were $1.80, $1.76, $1.72, $1.64, and $1.46 for the fiscal years ended December 31, 2025, 2024, 2023, 2022 and 2021, respectively. |
(2) | For a computation of compensation actually paid to PEO and average compensation actually paid to non-PE NEOs, please refer to the subsequent table. |
The following table outlines the adjustments made to the compensation earned by the PEO and other NEOs, as presented in the Summary Compensation Table on page 30, to derive the compensation actually paid to the PEO and other NEOs.
Adjustments | |||||||||||||||||||||
Year | Summary Compensation Table Total ($) | Less: Reported Value of Stock Awards ($)(1) | Plus: Year End Fair Value of Restricted Stock Awards Granted During the Year ($)(2)(3) | Plus: Change in Fair Value of Outstanding and Unvested Restricted Stock Awards ($)(2)(3) | Plus: Changes in Fair Value of Restricted Stock in Prior Years that Vested During the Year ($)(2)(3) | Dividends paid on Unvested Restricted Stock Awards During the Fiscal Year ($)(4) | Compensation Actually Paid ($) | ||||||||||||||
PEO | |||||||||||||||||||||
2025 | $4,468,314 | $1,955,250 | $2,088,750 | $(318,027) | $(142,040) | $70,718 | $4,212,465 | ||||||||||||||
2024 | $3,636,676 | $1,888,440 | $1,796,378 | $(114,023) | $25,217 | $56,348 | $3,512,156 | ||||||||||||||
2023 | $3,372,377 | $1,632,482 | $1,508,868 | $288,036 | $235,956 | $49,871 | $3,822,626 | ||||||||||||||
2022 | $2,408,584 | $1,016,800 | $810,300 | $(411,395) | $22,404 | $46,466 | $1,859,559 | ||||||||||||||
2021 | $4,143,576 | $2,120,100 | $1,911,000 | $(613,844) | $(81,371) | $36,284 | $3,275,545 | ||||||||||||||
Non-PEO NEOs | |||||||||||||||||||||
2025 | $2,142,973 | $879,863 | $939,938 | $(146,264) | $(61,705) | $31,457 | $2,026,536 | ||||||||||||||
2024 | $1,807,805 | $849,798 | $808,370 | $(51,114) | $10,309 | $24,498 | $1,750,070 | ||||||||||||||
2023 | $1,722,785 | $816,241 | $754,434 | $108,759 | $76,874 | $18,679 | $1,865,290 | ||||||||||||||
2022 | $1,122,465 | $444,850 | $354,506 | $(132,671) | $5,768 | $14,872 | $920,090 | ||||||||||||||
2021 | $1,454,841 | $706,539 | $537,469 | $(157,849) | $(26,493) | $9,325 | $1,110,753 | ||||||||||||||
(1) | Represents the grant date fair value of restricted stock awards earned and as reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year. These shares were issued in February of the succeeding year. |
(2) | Adjustments are equal to (i) the year-end fair value of restricted stock awards granted during the applicable year that are earned but not issued and therefore deemed outstanding and unvested as of the end of the year, (ii) the amount of the change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any restricted stock awards granted in prior years that are outstanding and unvested as of the end of the applicable year, and (iii) for restricted stock awards granted in prior years that vest in the applicable year, an amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year). |
(3) | Restricted stock awards are valued using the market price of our stock. The closing market price of our stock was $78.09, $88.71, $93.14, $81.03, and $95.55 as of December 31, 2025, 2024, 2023, 2022, and 2021, respectively. The closing market price of our stock when the PEO and other NEOs’ restricted stock awards vested was $88.71 on January 1, 2025, $79.40 on May 20, 2025, $84.11 on August 20, 2025, $68.41 on November 20, 2025, $93.14 on January 1, 2024, $112.15 on April 1, 2024, $91.31 on July 1, 2024, $82.99 on October 1, 2024, $81.03 on January 1, 2023, $97.91 on April 1, 2023, $121.39 on July 1, 2023, $91.73 on October 1, 2023, $95.55 on January 1, 2022, $103.76 on April 1, 2022, $112.30 on July 1, 2022, $760.02 on October 1, 2022, $120.25 on January 1, 2021, $110.21 on April 1, 2021, $119.34 on July 1, 2021, and $111.55 on October 1, 2021. |
(4) | Includes dividends paid and declared on outstanding and unvested shares as of December 31, 2025, 2024, 2023, 2022 and 2021. Dividends declared per common share were $1.80, $1.76, $1.72, $1.64, and $1.46 for the fiscal years ended December 31, 2025, 2024, 2023, 2022 and 2021, respectively. |
Relationship between Pay and Total Shareholder Return
The graph below illustrates the relationship between compensation actually paid to the PEO and other NEOs, the cumulative total shareholder return (“TSR”) on $100 invested in the Company at the close of the market on December 31, 2020, with dividends being reinvested on the date paid through December 31, 2025, and the cumulative TSR of the NYSE Health Care Index. The NYSE Health Care Index TSR is calculated in a similar manner as the Company’s TSR.
Relationship between Pay and Net Income
The graph below illustrates the relationship between compensation actually paid to the PEO and other NEOs and the Company’s net income.
Relationship between Pay and Adjusted EBITDA
The graph below illustrates the relationship between compensation actually paid to the PEO and other NEOs and the Company’s Adjusted EBITDA.
Relationship between Pay and Total Shareholder Return
The graph below illustrates the relationship between compensation actually paid to the PEO and other NEOs, the cumulative total shareholder return (“TSR”) on $100 invested in the Company at the close of the market on December 31, 2020, with dividends being reinvested on the date paid through December 31, 2025, and the cumulative TSR of the NYSE Health Care Index. The NYSE Health Care Index TSR is calculated in a similar manner as the Company’s TSR.
For the years ended December 31, 2025, December 31, 2024, and December 31, 2023, the most important financial performance measure used by the Company to link executive compensation actually paid to the executive officers was Adjusted EBITDA which is described in the accompanying footnotes below. For the years ended December 31, 2022 and 2021, the most important financial performance measure used by the Company to link executive compensation actually paid to the executive officers was Operating Results, which is described in the accompanying footnotes below.
(6) | Adjusted EBITDA, a non-GAAP measure, is defined as net income attributable to our shareholders before interest income, interest expense, taxes, depreciation, amortization, non-cash impairment charges, Relief Funds, change in fair value of contingent earn-out consideration, changes in revaluation of put-right liability, equity-based awards compensation expense, clinic closure costs, impairment on assets held for sale, business acquisition related costs, costs related to a one-time financial and human resources systems upgrade, loss on sale of a partnership and other income and related portions for non-controlling interests. |
Relationship between Pay and Operating Results
The graph below illustrates the relationship between compensation actually paid to the PEO and other NEOs and the Company’s After-tax Operating Results.
(5) | Operating Results, a non-GAAP measure, equals net income attributable to our shareholders less, non-cash impairment charges, payments received from the federal government under the Corona virus Aid, Relief and Economic Security Act (“Relief Funds”), changes in revaluation of a put-right liability, clinic closure costs, loss on sale of a partnership, changes in fair value of contingent earn-out consideration, business acquisition related costs, costs related to a one-time financial and human resources systems upgrade, an income tax adjustment to revalue our deferred tax assets and liabilities to the most current statutory tax rate, and any allocations to non-controlling interests, all net of taxes. Operating Results per share also excludes the impact of the revaluation of redeemable non-controlling interest and the associated tax impact. |