Companies National Healthcare Corp
National Healthcare (NHC): executive pay, fiscal 2025
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CEO pay, last three years
- $1,609,695FY2023
- $2,154,574FY2024
- $2,685,370FY2025
CEO total pay was $2,685,370 in fiscal 2025, up from $2,154,574 in fiscal 2024.
FY2025: salary $577,000 · bonus $0 · stock awards $505,215 · option awards $300,481
Executives and directors
Frequently asked questions
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Stephen Flatt | $577,000 | $0 | $505,215 | $300,481 | $1,280,000 | $0 | $22,674 | $2,685,370 |
| Chief Executive Officer | ||||||||
| R. Michael Ussery | 521,000 | 0 | 446,846 | 250,401 | 1,132,000 | 0 | 31,927 | 2,382,174 |
| President & Chief Operating Officer (Retired) | ||||||||
| Brian Kidd | 307,000 | 0 | 246,395 | 225,672 | 624,000 | 0 | 3,981 | 1,407,048 |
| SVP & Chief Financial Officer | ||||||||
| Josh McCreary | 301,000 | 0 | 238,383 | 225,361 | 604,000 | 0 | 4,271 | 1,373,015 |
| SVP, General Counsel & Secretary | ||||||||
| B. Anderson Flatt | 270,000 | 0 | 219,417 | 226,708 | 556,000 | 0 | 19,940 | 1,292,065 |
| SVP & Chief Information Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Stephen Flatt | $2,685,370 | $2,154,574 | $1,609,695 | ↑ +530,796 |
| R. Michael Ussery | 2,382,174 | 1,993,989 | 1,487,981 | ↑ +388,185 |
| Brian Kidd | 1,407,048 | 1,130,613 | 815,477 | ↑ +276,435 |
| Josh McCreary | 1,373,015 | 1,128,162 | 813,939 | ↑ +244,853 |
| B. Anderson Flatt | 1,292,065 | 1,041,104 | 767,334 | ↑ +250,961 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
Our compensation programs are substantially tied into our key business objectives and the benefit to our shareholders. If the value we deliver to our shareholders declines, so does the compensation we deliver to our executives.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | false |
| Clawback policy | true |
| Anti-hedging | — |
| Anti-pledging | — |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2025
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Brian Kidd | PSU | 2025-02-13 | — | 1,507 | — | — | $246,395 |
| Josh McCreary | PSU | 2025-02-13 | — | 1,458 | — | — | 238,383 |
| B. Anderson Flatt | PSU | 2025-02-13 | — | 1,342 | — | — | 219,417 |
| Stephen F. Flatt | PSU | 2025-02-13 | — | 3,090 | — | — | 505,215 |
| R. Michael Ussery | PSU | 2025-02-13 | — | 2,733 | — | — | 446,846 |
| Josh McCreary | OPTION | 2025-02-24 | — | — | 13,500 | — | 225,361 |
| Brian Kidd | OPTION | 2025-02-24 | — | — | 13,500 | — | 225,361 |
| R. Michael Ussery | OPTION | 2025-02-24 | — | — | 15,000 | — | 250,401 |
| B. Anderson Flatt | OPTION | 2025-02-24 | — | — | 13,500 | — | 225,361 |
| Stephen F. Flatt | OPTION | 2025-02-24 | — | — | 18,000 | — | 300,481 |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Brian Kidd | $0 | $246,395 | $225,361 | 52.2% |
| Josh McCreary | 0 | 238,383 | 225,361 | 51.4% |
| B. Anderson Flatt | 0 | 219,417 | 225,361 | 49.3% |
| Stephen F. Flatt | 0 | 505,215 | 300,481 | 62.7% |
| R. Michael Ussery | 0 | 446,846 | 250,401 | 64.1% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Flatt | PSU | 2,333 | — | $319,831 |
| Josh McCreary | PSU | 2,543 | — | 348,620 |
| Brian Kidd | PSU | 2,599 | — | 356,297 |
| Flatt | Option | 3,734 | 53.94 | — |
| Brian Kidd | Option | 4,000 | 53.94 | — |
| Josh McCreary | Option | 4,000 | 53.94 | — |
| Flatt | Option | 5,000 | 53.94 | — |
| Flatt | PSU | 5,269 | — | 722,327 |
| Brian Kidd | Option | 8,000 | 94.1 | — |
| Flatt | Option | 8,000 | 94.1 | — |
| Josh McCreary | Option | 8,000 | 94.1 | — |
| Flatt | Option | 10,000 | 94.1 | — |
| Brian Kidd | Option | 13,500 | 90.62 | — |
| Flatt | Option | 13,500 | 90.62 | — |
| Josh McCreary | Option | 13,500 | 90.62 | — |
| Flatt | Option | 18,000 | 90.62 | — |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Richard F. LaRocheIndependent · Audit · Compensation · Nominating/Governance (Chair) | $31,000 | $0 | $124,459 | $0 | $125,000 | $280,459 |
| Sandra Y. TrailIndependent · Audit (Chair) · Compensation · Nominating/Governance | 26,000 | 0 | 124,459 | 0 | 125,000 | 275,459 |
| Robert G. AdamsNot independent · Board Chair | 23,000 | 0 | 124,459 | 0 | 125,000 | 272,459 |
| Emil E. HassanIndependent · Audit · Compensation (Chair) · Nominating/Governance | 22,000 | 0 | 124,459 | 0 | 125,000 | 271,459 |
| J. Paul AbernathyIndependent · Audit · Compensation · Nominating/Governance | 18,000 | 0 | 124,459 | 0 | 125,000 | 267,459 |
| William A. AdamsIndependent · Compensation · Newly elected | 8,000 | 0 | 0 | 0 | 125,000 | 133,000 |
| W. Andrew AdamsIndependent · Audit · Compensation · Nominating/Governance · Departed during FY | 8,000 | 0 | — | 0 | 125,000 | 133,000 |
| Lisa PierceyIndependent · Audit · Newly elected | 5,000 | 0 | — | 0 | — | 5,000 |
| Stephen F. FlattEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| David R. GiffordIndependent · Nominating/Governance · Newly elected | 0 | 0 | 0 | 0 | 0 | 0 |
Board fee structure and ownership guideline
| Annual cash retainer | — |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | $5,000 |
| Committee chair fees (audit / comp / nom-gov) | 8,000 / 4,000 / 4,000 |
| Stock ownership guideline | — |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $141,000 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $875,000 |
| Total cost of the board | $1,016,000 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names National Healthcare as a peer
Companies that benchmark against NHC
10 companies name NHC as a compensation peer
The list of companies that name NHC as a peer is temporarily unavailable — recheck shortly.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | National Healthcare Corp | 2025 | Stephen Flatt | $577,000 | $505,215 | $300,481 | $1,280,000 | $2,685,370 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-07 | 11,964,538 | 233,276 | 18,764 | 98.09% | Passed |
| 2025 | 2025-05-08 | 12,498,222 | 477,555 | 20,697 | 96.32% | Passed |
| 2024 | 2024-05-09 | 12,356,288 | 206,294 | 23,691 | 98.36% | Passed |
| 2023 | 2023-05-04 | 11,528,834 | 688,231 | 67,358 | 94.37% | Passed |
| 2020 | 2020-05-07 | 11,600,237 | 342,979 | 34,430 | 97.13% | Passed |
| 2017 | 2017-05-09 | 10,728,890 | 103,484 | 20,170 | 98.86% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-05-07 | 98.09%a |
| 2025 | 2025-05-08 | 96.32%b |
| 2024 | 2024-05-09 | 98.36%c |
a. Approved under the standard stated in the filing — “How will abstentions and votes to "withhold" authority be counted? Abstentions will be counted as shares that are present and entitled to vote for purposes of determining the number of shares that are present and entitled to vote with respect to any particular matter but will not be counted as votes cast on such matter.”.
b. Approved under the standard stated in the filing — “How will abstentions be counted? Abstentions will be counted as shares that are present and entitled to vote for purposes of determining the number of shares that are present and entitled to vote with respect to any particular matter but will not be counted as votes cast on such matter.”.
c. Approved under the standard stated in the filing — “How will abstentions and votes to "withhold" authority be counted? Abstentions will be counted as shares that are present and entitled to vote for purposes of determining the number of shares that are present and entitled to vote with respect to any particular matter but will not be counted as votes cast on such matter.”.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
CEO pay ratio
| Ratio (CEO : median employee) | 52.8 : 1 |
|---|---|
| CEO total compensation | $2,685,370 |
| Median employee compensation | — |
Insider trades since the proxy
Equity transactions since the proxy statement are temporarily unavailable — recheck shortly.
Sources (33 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Stephen Flatt. DEF 14A, filed 2026-04-02. Section “2025 SUMMARY COMPENSATION TABLE*” · page 24. As printed: 2,685,370. View filing ↗
- Section 01, R. Michael Ussery. DEF 14A, filed 2026-04-02. Section “2025 SUMMARY COMPENSATION TABLE*”. As printed: 2,382,174. View filing ↗
- Section 01, Brian Kidd. DEF 14A, filed 2026-04-02. Section “2025 SUMMARY COMPENSATION TABLE*”. As printed: 1,407,048. View filing ↗
- Section 01, Josh McCreary. DEF 14A, filed 2026-04-02. Section “2025 SUMMARY COMPENSATION TABLE*”. As printed: 1,373,015. View filing ↗
- Section 01, B. Anderson Flatt. DEF 14A, filed 2026-04-02. Section “2025 SUMMARY COMPENSATION TABLE*”. As printed: 1,292,065. View filing ↗
- Section 03, Brian Kidd PSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Josh McCreary PSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, B. Anderson Flatt PSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Stephen F. Flatt PSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, R. Michael Ussery PSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Josh McCreary OPTION. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Brian Kidd OPTION. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, R. Michael Ussery OPTION. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, B. Anderson Flatt OPTION. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Stephen F. Flatt OPTION. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. DEF 14A, filed 2026-04-02. Section “CEO Pay Ratio”. As printed: 52.8 : 1. View filing ↗
- Section 08, Richard F. LaRoche. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 280,459. View filing ↗
- Section 08, Sandra Y. Trail. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 275,459. View filing ↗
- Section 08, Robert G. Adams. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 272,459. View filing ↗
- Section 08, Emil E. Hassan. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 271,459. View filing ↗
- Section 08, J. Paul Abernathy. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 267,459. View filing ↗
- Section 08, William A. Adams. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 133,000. View filing ↗
- Section 08, W. Andrew Adams. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 133,000. View filing ↗
- Section 08, Lisa Piercey. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 5,000. View filing ↗
- Section 08, Stephen F. Flatt. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, David R. Gifford. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-05-13. Item 5.07 · say-on-pay result. As reported: 98.09% (votes for as printed: 11,964,538). View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-05-13. Item 5.07 · say-on-pay result. As reported: 96.32% (votes for as printed: 12,498,222). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-05-15. Item 5.07 · say-on-pay result. As reported: 98.36% (votes for as printed: 12,356,288). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- Section 09b board cost (computed). Computed. Cash 141,000 + equity 0 + all other 875,000 = 1,016,000, summed across the director compensation table rows.
- National Healthcare Corp (subject), Section 10b CEO total. DEF 14A, filed 2026-04-02. CEO total compensation as printed in National Healthcare Corp's own proxy. As printed: 2,685,370. View filing ↗