Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.98M
2: EX-10.72 Material Contract HTML 57K
3: EX-21.1 Subsidiaries List HTML 256K
4: EX-23 Consent of Expert or Counsel HTML 31K
8: EX-97 Clawback Policy re: Recovery of Erroneously HTML 57K Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 37K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 37K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 34K
14: R1 Cover HTML 100K
15: R2 Audit Information HTML 37K
16: R3 Consolidated Balance Sheets HTML 171K
17: R4 Consolidated Balance Sheets (Parenthetical) HTML 42K
18: R5 Consolidated Statements of Operations HTML 121K
19: R6 Consolidated Statements of Comprehensive Income HTML 66K
20: R7 Consolidated Statements of Comprehensive Income HTML 34K
(Parenthetical)
21: R8 Consolidated Statements of Changes in Equity and HTML 127K
Income
22: R9 Consolidated Statements of Changes in Equity and HTML 34K
Income (Parenthetical)
23: R10 Consolidated Statements of Cash Flows HTML 150K
24: R11 Consolidated Statements of Cash Flow HTML 33K
(Parenthetical)
25: R12 Organization and Significant Accounting Policies HTML 83K
26: R13 Redeemable Non-Controlling Interests HTML 50K
27: R14 Credit Risk and Payor Concentrations HTML 35K
28: R15 Acquisitions HTML 37K
29: R16 Variable Interest Entities HTML 35K
30: R17 Leases HTML 258K
31: R18 Property and Equipment HTML 45K
32: R19 Intangible Assets HTML 91K
33: R20 Equity Method Investments HTML 60K
34: R21 Insurance Risk Programs HTML 35K
35: R22 Long-Term Debt and Notes Payable HTML 110K
36: R23 Interest Rate Cap HTML 56K
37: R24 Fair Value of Financial Instruments HTML 59K
38: R25 Stock Repurchase Program HTML 46K
39: R26 Segment Information HTML 161K
40: R27 Revenue from Contracts with Customers HTML 99K
41: R28 Stock-based Compensation HTML 59K
42: R29 Income Taxes HTML 111K
43: R30 Earnings per Share HTML 76K
44: R31 Commitments and Contingencies HTML 47K
45: R32 CARES Act HTML 39K
46: R33 Subsequent Events HTML 35K
47: R34 Schedule II - Valuation and Qualifying Accounts HTML 50K
48: R35 Pay vs Performance Disclosure HTML 44K
49: R36 Insider Trading Arrangements HTML 38K
50: R37 Organization and Significant Accounting Policies HTML 118K
(Policies)
51: R38 Organization and Significant Accounting Policies HTML 40K
(Tables)
52: R39 Redeemable Non-Controlling Interests (Tables) HTML 48K
53: R40 Leases (Tables) HTML 164K
54: R41 Property and Equipment (Tables) HTML 44K
55: R42 Intangible Assets (Tables) HTML 97K
56: R43 Equity Method Investments (Tables) HTML 57K
57: R44 Long-Term Debt and Notes Payable (Tables) HTML 104K
58: R45 Interest Rate Cap (Tables) HTML 55K
59: R46 Fair Value of Financial Instruments (Tables) HTML 59K
60: R47 Stock Repurchase Program (Tables) HTML 39K
61: R48 Segment Information (Tables) HTML 159K
62: R49 Revenue from Contracts with Customers (Tables) HTML 97K
63: R50 Stock-based Compensation (Tables) HTML 60K
64: R51 Income Taxes (Tables) HTML 113K
65: R52 Earnings per Share (Tables) HTML 76K
66: R53 Organization and Significant Accounting Policies - HTML 50K
Business Description (Details)
67: R54 Organization and Significant Accounting Policies - HTML 49K
Property and Equipment (Details)
68: R55 Organization and Significant Accounting Policies - HTML 41K
Intangible Assets (Details)
69: R56 Redeemable Non-Controlling Interests - Narrative HTML 45K
(Details)
70: R57 Redeemable Non-Controlling Interests - Schedule of HTML 48K
Redeemable Non-Controlling Interests (Details)
71: R58 Credit Risk and Payor Concentrations (Details) HTML 44K
72: R59 Acquisitions (Details) HTML 52K
73: R60 Variable Interest Entities (Details) HTML 59K
74: R61 Leases - Narrative (Details) HTML 50K
75: R62 Leases - Schedule of Lease Cost (Details) HTML 83K
76: R63 Leases - Supplemental Cash Flow Information HTML 46K
(Details)
77: R64 Leases - Supplemental Balance Sheet Information HTML 95K
(Details)
78: R65 Leases - Weighted Average Lease Terms and Discount HTML 43K
Rates (Details)
79: R66 Leases - Maturities of Operating and Finance Lease HTML 72K
Liabilities (Details)
80: R67 Property and Equipment (Details) HTML 54K
81: R68 Intangible Assets - Carrying Amount of Goodwill HTML 53K
(Details)
82: R69 Intangible Assets - Carrying Value and HTML 83K
Amortization of Identifiable Intangible Assets and
Liabilities (Details)
83: R70 Equity Method Investments (Details) HTML 69K
84: R71 Equity Method Investments - Summarized Combined HTML 119K
Financial Information (Details)
85: R72 Insurance Risk Programs (Details) HTML 39K
86: R73 Long-Term Debt and Notes Payable - Components of HTML 75K
Long-Term Debt And Notes Payable (Details)
87: R74 Long-Term Debt and Notes Payable - Principal HTML 92K
Maturities Of Long-Term Debt (Details)
88: R75 Long-Term Debt and Notes Payable - Credit HTML 117K
Facilities (Details)
89: R76 Long-Term Debt and Notes Payable - 6.250% Senior HTML 50K
Notes (Details)
90: R77 Long-Term Debt and Notes Payable - Redemption HTML 42K
Prices (Details)
91: R78 Interest Rate Cap - Narrative (Details) HTML 43K
92: R79 Interest Rate Cap - Schedule of Accumulated Other HTML 58K
Comprehensive Income (Loss) (Details)
93: R80 Interest Rate Cap - Schedule of Reclassification HTML 59K
out of Accumulated Other Comprehensive Income
(Loss) (Details)
94: R81 Fair Value of Financial Instruments - Schedule of HTML 42K
Interest Rate Cap (Details)
95: R82 Fair Value of Financial Instruments - Schedule of HTML 57K
Long-Term Debt (Details)
96: R83 Stock Repurchase Program - Narrative (Details) HTML 37K
97: R84 Stock Repurchase Program - Share Repurchases and HTML 40K
Repurchase Costs (Details)
98: R85 Segment Information - Selected Financial Data HTML 68K
(Details)
99: R86 Segment Information - Reconciliation of Adjusted HTML 79K
EBITDA to Income Before Taxes (Details)
100: R87 Revenue from Contracts with Customers (Details) HTML 84K
101: R88 Stock-based Compensation - Narrative (Details) HTML 58K
102: R89 Stock-based Compensation - Restricted Stock Awards HTML 57K
(Details)
103: R90 Stock-based Compensation - Stock Compensation HTML 55K
Expense (Details)
104: R91 Income Taxes - Tax Expense Components and HTML 77K
Reconciliation to Federal Statutory Rate (Details)
105: R92 Income Taxes - Deferred Tax Assets and Liabilities HTML 81K
(Details)
106: R93 Income Taxes - Deferred Tax Assets and Liabilities HTML 39K
Included in the Consolidated Balance Sheet
(Details)
107: R94 Income Taxes - Narrative (Details) HTML 42K
108: R95 Income Taxes - Expiration of State NOL's and Gross HTML 53K
Valuation Allowances (Details)
109: R96 Earnings per Share - Narrative (Details) HTML 34K
110: R97 Earnings per Share - Net Income Attributable to HTML 79K
the Company, Common Shares Outstanding, and
Participating Securities Outstanding (Details)
111: R98 Earnings per Share - Computation of EPS Under the HTML 82K
Two-Class Method (Details)
112: R99 Commitments and Contingencies - Construction HTML 35K
Commitments (Details)
113: R100 Commitments and Contingencies - Litigation HTML 52K
(Details)
114: R101 Commitments and Contingencies - Medicare HTML 37K
Duel-Eligible Litigation (Details)
115: R102 CARES Act (Details) HTML 45K
116: R103 Subsequent Events (Details) HTML 36K
117: R104 Schedule II - Valuation and Qualifying Accounts HTML 42K
(Details)
119: XML IDEA XML File -- Filing Summary XML 223K
122: XML XBRL Instance -- sem-20231231_htm XML 3.19M
118: EXCEL IDEA Workbook of Financial Report Info XLSX 216K
10: EX-101.CAL XBRL Calculations -- sem-20231231_cal XML 369K
11: EX-101.DEF XBRL Definitions -- sem-20231231_def XML 852K
12: EX-101.LAB XBRL Labels -- sem-20231231_lab XML 2.67M
13: EX-101.PRE XBRL Presentations -- sem-20231231_pre XML 1.59M
9: EX-101.SCH XBRL Schema -- sem-20231231 XSD 275K
120: JSON XBRL Instance as JSON Data -- MetaLinks 699± 1.04M
121: ZIP XBRL Zipped Folder -- 0001628280-24-006385-xbrl Zip 730K
‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
The Board of Directors (the “Board”) of Select Medical Holdings Corporation (the “Company”) has adopted this Compensation
Recovery Policy (this “Policy”) to enable the Company to recover Erroneously Awarded Compensation (as defined below) in the event the Company is required to prepare an Accounting Restatement (as defined below). This Policy is intended to comply with, and shall be interpreted to be consistent with, Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”) and Section 303A.14 of the New York Stock Exchange (“NYSE”) Listed Company Manual (the “Listing Standards”).
B.DEFINITIONS
For
purposes of this Policy, the following capitalized terms shall have the meanings set forth below.
1.“Accounting Restatement” means an accounting restatement of the Company’s financial statements due to the material noncompliance with any financial reporting requirement applicable to the Company under the securities laws of the United States of America, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current
period.
2.“Applicable Period” means the three completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement, as well as any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years (except that a transition period that comprises a period of at least nine months shall count as a completed year). The “date on which the Company is required to prepare an Accounting Restatement” is the earlier to occur of (a) the date
that the Board, the Compensation Committee of the Board (the “Committee”), or the officer or officers of the Company authorized to take such action if Board action is not required, concludes or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement or (b) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement, in each case regardless of if or when the restated financial statements are filed.
3.“Erroneously Awarded Compensation”
means, in the event of an Accounting Restatement, the amount of Incentive-Based Compensation that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received had it been determined based on the restated amounts in such Accounting Restatement, computed without regard to any taxes paid by the relevant Executive Officer, provided, however, that for Incentive-Based Compensation based on stock price or total stockholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement: (i) the amount
of Erroneously Awarded Compensation must be based on the
Company’s reasonable estimate of the effect of the Accounting Restatement on the stock price or total stockholder return upon which the Incentive-Based Compensation was received; and (ii) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the Stock Exchange.
4.“Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business
unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company, in each case, as determined by the Committee in accordance with definition of executive officer set forth in Rule 10D-1 and the NYSE Listing Standards; provided that, an executive officer of the Company’s parent or subsidiary is deemed an “Executive Officer” if the executive officer performs such policy making functions for the Company.
5.“Financial
Reporting Measure” means any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measure; provided, however, that a Financial Reporting Measure is not required to be presented within the Company’s financial statements or included in a filing with the SEC. Financial Reporting Measures include but are not limited to the following (and any measure derived from the following): Company stock price; total shareholder return (“TSR”); revenue; net income; operating income; profitability of one or more
reportable segments; financial ratios (e.g., accounts receivable turnover and inventory turnover rates); earnings before interest, taxes, depreciation and amortization (“EBITDA”); funds from operations and adjusted funds from operations; liquidity measures (e.g., working capital and operating cash flow); return measures (e.g., return on invested capital, return on assets and economic profit); earnings measures (e.g., earnings per share); and any of such financial reporting measures relative to a peer group.
6.“Incentive-Based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
7.“Received”
means, with respect to any Incentive-Based Compensation, actual or deemed receipt, and Incentive-Based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation to the Executive Officer occurs after the end of that period.
8.“SEC” means the U.S. Securities and Exchange Commission.
9.“Stock Exchange” means the New York Stock Exchange or any other national stock exchange on which the
Company’s common stock is then listed.
C.SCOPE; RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
1.This Policy applies to all Incentive-Based Compensation Received by a person: (a) after beginning services as an Executive Officer; (b) who served as an Executive Officer at any time during the performance period for such Incentive-Based Compensation; (c) while
the Company had a listed class of securities on a national securities exchange; and (d) during the Applicable Period.
2.In
the event the Company is required to prepare an Accounting Restatement, the Company will reasonably promptly recover the Erroneously Awarded Compensation Received by any Executive Officer during the Applicable Period in accordance with NYSE Listing Standards and Rule 10D-1 as follows:
i.After an Accounting Restatement, the Committee shall determine the amount of any Erroneously Awarded Compensation Received by each Executive Officer and shall promptly notify each Executive Officer with a written notice containing the amount of any Erroneously Awarded Compensation and a demand for repayment or return of such compensation, as applicable.
ii.The
Committee shall have broad discretion to determine the appropriate means of recovering Erroneously Awarded Compensation based on the particular facts and circumstances, which may include without limitation (a) seeking reimbursement of all or part of any cash or equity-based award, (b) cancelling prior cash or equity-based awards, whether vested or unvested or paid or unpaid, (c) cancelling or offsetting against any planned future cash or equity-based awards, (d) forfeiture of deferred compensation, subject to compliance with Section 409A of the Internal Revenue Code and the regulations promulgated thereunder and (e) any other method authorized by applicable law or contract. Subject to compliance with applicable law, the Committee may affect recovery under this Policy from any amount otherwise payable to an Executive Officer, including amounts payable to such individual under any
otherwise applicable Company plan or program, including base salary, bonuses, or commissions and compensation previously deferred by the Executive Officer. Notwithstanding the foregoing, except as set forth in Section C(3) below, in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of an Executive Officer’s obligations hereunder.
iii.To the extent that the Executive Officer has already reimbursed the Company for any Erroneously Awarded Compensation Received under any duplicative recovery obligations established by the
Company or applicable law, it shall be appropriate for any such reimbursed amount to be credited to the amount of Erroneously Awarded Compensation that is subject to recovery under this Policy.
iv.To the extent that an Executive Officer fails to repay all Erroneously Awarded Compensation to the Company when due, the Company shall take all actions reasonable and appropriate to recover such Erroneously Awarded Compensation from the applicable Executive Officer. The applicable Executive Officer shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the
Company in recovering such Erroneously Awarded Compensation in accordance with the foregoing sentence.
3.Notwithstanding anything herein to the contrary, the Company shall not be required to take the actions contemplated by Section C(2) above if the Committee determines that recovery would be impracticable solely for the following limited reasons and subject to the following procedural and disclosure requirements:
i.The Committee has determined that the direct expenses paid to a third party to assist
in enforcing the Policy would exceed the amount to be recovered. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Committee must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover and provide that documentation to the Stock Exchange; or
ii.Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a), as amended, and regulations thereunder.
D.DISCLOSURE REQUIREMENTS
The
Company shall file all disclosures with respect to this Policy required by applicable SEC filings and rules.
E.INDEMNIFICATION
1.Notwithstanding the terms of any indemnification or insurance policy or any contractual arrangement with any Executive Officer that may be interpreted to the contrary, the Company shall not insure or indemnify any Executive Officer against (i) the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy, including any payment or reimbursement for the cost of third-party insurance purchased by any Executive Officer to fund potential clawback obligations under this Policy; or (ii) any claims
relating to the Company’s enforcement of its rights under this Policy.
2.The members of the Committee, and any other members of the Board who assist in the administration of this Policy, shall not be personally liable for any action, determination or interpretation made with respect to this Policy and shall be fully indemnified by the Company to the fullest extent under applicable law and Company policy with respect to any such action, determination or interpretation. The foregoing sentence shall not limit any other rights to indemnification of the members of the Committee or the Board under applicable law or Company policy.
F.EFFECTIVE
DATE; RETROACTIVE APPLICATION
This Policy shall be effective as of October 2, 2023 (the “Effective Date”). The terms of this Policy shall apply to any Incentive-Based Compensation that is Received by Executive Officers on or after the Effective Date, even if such Incentive-Based Compensation was approved, awarded, granted or paid to Executive Officers prior to the Effective Date.
G.ADMINISTRATION AND INTERPRETATION
This Policy shall be administered by the Committee (or in the absence of such a committee, a majority of the independent directors of the Board), and any determinations made by the Committee shall be
final and binding on all affected individuals and need not be uniform with respect to each individual covered by the Policy.
The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy and for the Company’s compliance with NYSE Listing Standards, Section 10D, Rule 10D-1 and any other applicable law, regulation, rule or interpretation of the SEC or NYSE promulgated or issued in connection therewith.
H.AMENDMENT; TERMINATION
The
Committee may amend, modify, supplement, rescind or replace all or any portion of this Policy at any time and from time to time in its discretion, and shall amend this Policy as it deems necessary to comply with applicable law or any rules or standards adopted by the Stock Exchange. Notwithstanding anything in this Section H to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rule or NYSE rule.
I.OTHER RECOVERY
RIGHTS; COMPANY CLAIMS
The Board intends that this Policy will be applied to the fullest extent of the law. Any employment agreement, equity award agreement, compensatory plan or any other agreement or arrangement with an Executive Officer shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement by the Executive Officer to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law, regulation or rule or pursuant to the terms of any policy of the Company or any provision in any employment agreement, equity award agreement, compensatory plan,
agreement or other arrangement. Nothing contained in this Policy, and no recoupment or recovery as contemplated by this Policy, shall limit any claims, damages or other legal remedies the Company or any of its affiliates may have against an Executive Officer arising out of or resulting from any actions or omissions by the Executive Officer.
J.SUCCESSORS
This Policy shall be binding and enforceable against all Executive Officers and their beneficiaries, heirs, executors, administrators or other legal representatives.
K.ACKNOWLEDGEMENT
Each
Executive Officer shall sign and return to the Company, within 30 calendar days following the later of (i) November 2, 2023 or (ii) the date the individual becomes an Executive Officer, the Acknowledgement Form attached hereto as Exhibit A, pursuant to which the Executive Officer agrees to be bound by, and to comply with, the terms and conditions of this Policy.
L.GOVERNING LAW; VENUE
This Policy and all rights and obligations hereunder are governed by and construed in accordance with the internal laws of the State of Delaware, excluding any choice of law rules or principles that may direct the application of the laws of another jurisdiction. All actions arising
out of or relating to this Policy shall be heard and determined exclusively in a federal or state court of competent jurisdiction in New Castle County in the State of Delaware.
EXHIBIT A
SELECT MEDICAL HOLDINGS CORPORATION COMPENSATION RECOVERY POLICY
ACKNOWLEDGEMENT FORM
By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the
Company’s Compensation Recovery Policy. Any capitalized terms used in this Acknowledgment Form without definition shall have the meaning set forth in the Policy.
By signing this Acknowledgement Form, the undersigned acknowledges and agrees that, for good and valuable consideration (the receipt and sufficiency of which the undersigned also acknowledges), notwithstanding anything to the contrary in any agreement between the Company or any of its subsidiaries and the undersigned (or any compensatory plan or program of the Company or any of its subsidiaries
in which the undersigned participates) now or in the future, the undersigned: (i) is and will continue to be subject to the Policy both during and after the undersigned’s employment with the Company or any of its subsidiaries, with respect to Incentive-Based Compensation that is received by the undersigned on or after the Effective Date, even if such Incentive-Based Compensation was approved, awarded, or granted to the undersigned prior to the Effective Date; (ii) will abide by the terms of the Policy, including, without limitation, by returning any Erroneously Awarded Compensation to the Company to the extent required by, and in a manner consistent with, the Policy; and (iii) pursuant to Section
E of the Policy, will not be indemnified by the Company for the loss of any Erroneously Awarded Compensation.
EXECUTIVE OFFICER
Signature
Print Name
Date
Dates Referenced Herein and Documents Incorporated by Reference
