XML 16 R2.htm IDEA: XBRL DOCUMENT v3.24.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
PAY VERSUS PERFORMANCE
Year
Summary
Compensation
Table Total to
PEO(1)
($)
Compensation
Actually Paid
to PEO(3)
($)
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs(2)
($)
Average
Compensation
Actually Paid
to Non-PEO
NEOs (2)(3)
($)
Value of Initial
Fixed $100
Investment Based
on:
Net Income
($)
Adjusted
Income
Before
Income
Taxes(5)
($)
Total
Share-
holder
Return(4)
($)
S&P
Healthcare
Index Total
Shareholder
Return(4)
($)
2023
1,609,695
2,416,165
971,183
1,579,389
121.89
143.19
66,798,000
75,304,000
2022
1,159,207
1,048,455
696,866
600,179
75.58
140.30
22,445,000
45,505,000
2021
2,249,445
2,132,097
1,288,949
1,157,347
83.43
143.09
138,590,000
163,404,000
2020
1,278,366
786,671
760,448
370,710
79.20
113.45
41,871,000
76,270,000
(1)
The principal executive officer (“PEO”) for each of the covered fiscal years is Stephen F. Flatt, who began serving as our Chief Executive Officer (“CEO”) in January 2017.
(2)
The non-PEO Named Executive Officers (“NEO's”) represent the following individuals for each of the years shown:
2023 and 2022 - B. Anderson Flatt, Senior Vice President and Chief Information Officer; Brian F. Kidd, Senior Vice President and Chief Financial Officer; Josh A. McCreary, Senior Vice President, General Counsel, and Secretary; R. Michael Ussery, President and Chief Operating Officer.
2021 and 2020 - B. Anderson Flatt, Senior Vice President and Chief Information Officer; Brian F. Kidd, Senior Vice President, Controller, and Principal Accounting Officer; Jeffrey R. Smith, Senior Vice President and Treasurer; R. Michael Ussery, President and Chief Operating Officer.
(3)
To calculate Compensation Actually Paid (“CAP”) to the Chief Executive Officer and the average CAP to the other NEO’s, the following adjustments were made to Summary Compensation Table (“SCT”) total compensation for 2023. The fair value of stock awards includes the value of both restricted stock awards and stock option awards (in $’s):
 
 
Additions
Deductions
 
Year
Summary
Compensation
Table
($)
Fair Value of
Stock Awards
Granted
During the
Year,
Outstanding
and Unvested
at Year-End
($)
Change in
Value of
Stock Awards
Granted in
Any Prior
Year,
Outstanding
and Unvested
at Year-End
($)
Change in
Value of
Stock
Awards
Granted in
Any Prior
Year, Vested
During the
Year
($)
Fair Value
of Awards
Forfeited
in Fiscal
Year
($)
Dividends
Paid in
Fiscal Year
on
Unvested
Awards
($)
Stock
Awards
Reported in
SCT
($)
Option
Awards
Reported in
SCT
($)
Compensation
Actually Paid
($)
Principal Executive Officer
 
 
 
 
 
 
 
 
2023
1,609,695
835,305
400,577
(30,055)
12,913
(261,880)
(150,390)
2,416,165
 
 
 
 
 
 
 
 
 
 
Average for Other NEO’s
 
 
 
 
 
 
 
 
2023
971,183
621,394
281,490
(24,498)
7,104
(154,936)
(122,349)
1,579,389
(4)
The comparison of total shareholder returns (“TSR”) assumes that $100 was invested on December 31, 2019, in NHC and the S&P Healthcare Index, and that dividends were reinvested when and as paid. The selected peer group is the S&P Healthcare Index.
(5)
Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link CAP to our Company's performance is adjusted income before income taxes, a non-GAAP measure. This measure takes income before income taxes and adds or subtracts the unrealized gain or losses on marketable equity securities, plus adds or subtracts the net income or loss attributable to noncontrolling interest.
     
Company Selected Measure Name adjusted income before income taxes      
Named Executive Officers, Footnote
(1)
The principal executive officer (“PEO”) for each of the covered fiscal years is Stephen F. Flatt, who began serving as our Chief Executive Officer (“CEO”) in January 2017.
(2)
The non-PEO Named Executive Officers (“NEO's”) represent the following individuals for each of the years shown:
2023 and 2022 - B. Anderson Flatt, Senior Vice President and Chief Information Officer; Brian F. Kidd, Senior Vice President and Chief Financial Officer; Josh A. McCreary, Senior Vice President, General Counsel, and Secretary; R. Michael Ussery, President and Chief Operating Officer.
2021 and 2020 - B. Anderson Flatt, Senior Vice President and Chief Information Officer; Brian F. Kidd, Senior Vice President, Controller, and Principal Accounting Officer; Jeffrey R. Smith, Senior Vice President and Treasurer; R. Michael Ussery, President and Chief Operating Officer.
     
Peer Group Issuers, Footnote
(4)
The comparison of total shareholder returns (“TSR”) assumes that $100 was invested on December 31, 2019, in NHC and the S&P Healthcare Index, and that dividends were reinvested when and as paid. The selected peer group is the S&P Healthcare Index.
     
PEO Total Compensation Amount $ 1,609,695 $ 1,159,207 $ 2,249,445 $ 1,278,366
PEO Actually Paid Compensation Amount $ 2,416,165 1,048,455 2,132,097 786,671
Adjustment To PEO Compensation, Footnote
(3)
To calculate Compensation Actually Paid (“CAP”) to the Chief Executive Officer and the average CAP to the other NEO’s, the following adjustments were made to Summary Compensation Table (“SCT”) total compensation for 2023. The fair value of stock awards includes the value of both restricted stock awards and stock option awards (in $’s):
 
 
Additions
Deductions
 
Year
Summary
Compensation
Table
($)
Fair Value of
Stock Awards
Granted
During the
Year,
Outstanding
and Unvested
at Year-End
($)
Change in
Value of
Stock Awards
Granted in
Any Prior
Year,
Outstanding
and Unvested
at Year-End
($)
Change in
Value of
Stock
Awards
Granted in
Any Prior
Year, Vested
During the
Year
($)
Fair Value
of Awards
Forfeited
in Fiscal
Year
($)
Dividends
Paid in
Fiscal Year
on
Unvested
Awards
($)
Stock
Awards
Reported in
SCT
($)
Option
Awards
Reported in
SCT
($)
Compensation
Actually Paid
($)
Principal Executive Officer
 
 
 
 
 
 
 
 
2023
1,609,695
835,305
400,577
(30,055)
12,913
(261,880)
(150,390)
2,416,165
 
 
 
 
 
 
 
 
 
 
Average for Other NEO’s
 
 
 
 
 
 
 
 
2023
971,183
621,394
281,490
(24,498)
7,104
(154,936)
(122,349)
1,579,389
     
Non-PEO NEO Average Total Compensation Amount $ 971,183 696,866 1,288,949 760,448
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,579,389 600,179 1,157,347 370,710
Adjustment to Non-PEO NEO Compensation Footnote
(3)
To calculate Compensation Actually Paid (“CAP”) to the Chief Executive Officer and the average CAP to the other NEO’s, the following adjustments were made to Summary Compensation Table (“SCT”) total compensation for 2023. The fair value of stock awards includes the value of both restricted stock awards and stock option awards (in $’s):
 
 
Additions
Deductions
 
Year
Summary
Compensation
Table
($)
Fair Value of
Stock Awards
Granted
During the
Year,
Outstanding
and Unvested
at Year-End
($)
Change in
Value of
Stock Awards
Granted in
Any Prior
Year,
Outstanding
and Unvested
at Year-End
($)
Change in
Value of
Stock
Awards
Granted in
Any Prior
Year, Vested
During the
Year
($)
Fair Value
of Awards
Forfeited
in Fiscal
Year
($)
Dividends
Paid in
Fiscal Year
on
Unvested
Awards
($)
Stock
Awards
Reported in
SCT
($)
Option
Awards
Reported in
SCT
($)
Compensation
Actually Paid
($)
Principal Executive Officer
 
 
 
 
 
 
 
 
2023
1,609,695
835,305
400,577
(30,055)
12,913
(261,880)
(150,390)
2,416,165
 
 
 
 
 
 
 
 
 
 
Average for Other NEO’s
 
 
 
 
 
 
 
 
2023
971,183
621,394
281,490
(24,498)
7,104
(154,936)
(122,349)
1,579,389
     
Compensation Actually Paid vs. Total Shareholder Return
COMPENSATION ACTUALLY PAID VERSUS COMPANY PERFORMANCE
The graphs below depict the relationship between each of the financial performance measures in the pay versus performance table above and CAP to our CEO and, on average, to our other NEO’s, for each of the four years ended December 31, 2023.

     
Compensation Actually Paid vs. Net Income
COMPENSATION ACTUALLY PAID VERSUS COMPANY PERFORMANCE
The graphs below depict the relationship between each of the financial performance measures in the pay versus performance table above and CAP to our CEO and, on average, to our other NEO’s, for each of the four years ended December 31, 2023.

     
Compensation Actually Paid vs. Company Selected Measure
COMPENSATION ACTUALLY PAID VERSUS COMPANY PERFORMANCE
The graphs below depict the relationship between each of the financial performance measures in the pay versus performance table above and CAP to our CEO and, on average, to our other NEO’s, for each of the four years ended December 31, 2023.

     
Total Shareholder Return Vs Peer Group
COMPENSATION ACTUALLY PAID VERSUS COMPANY PERFORMANCE
The graphs below depict the relationship between each of the financial performance measures in the pay versus performance table above and CAP to our CEO and, on average, to our other NEO’s, for each of the four years ended December 31, 2023.

     
Tabular List, Table
Performance Measures
The financial performance measures which we believe are most important to link compensation actually paid to each of our Named Executive Officers for the fiscal year ended December 31, 2023 to our performance and the only ones used by the Company are:
Net Income
Adjusted Income Before Income Taxes
Adjusted Income Before Income Taxes is calculated by beginning with the income before income taxes line item in the consolidated statements of operations and adding: (i) the unrealized gains or losses on marketable equity securities and (ii) net income or loss attributable to noncontrolling interest.
     
Total Shareholder Return Amount $ 121.89 75.58 83.43 79.2
Peer Group Total Shareholder Return Amount 143.19 140.3 143.09 113.45
Net Income (Loss) $ 66,798,000 $ 22,445,000 $ 138,590,000 $ 41,871,000
Company Selected Measure Amount 75,304,000 45,505,000 163,404,000 76,270,000
PEO Name Stephen F. Flatt Stephen F. Flatt Stephen F. Flatt Stephen F. Flatt
Measure:: 1        
Pay vs Performance Disclosure        
Name Net Income      
Measure:: 2        
Pay vs Performance Disclosure        
Name Adjusted Income Before Income Taxes      
Non-GAAP Measure Description
(5)
Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link CAP to our Company's performance is adjusted income before income taxes, a non-GAAP measure. This measure takes income before income taxes and adds or subtracts the unrealized gain or losses on marketable equity securities, plus adds or subtracts the net income or loss attributable to noncontrolling interest.
     
PEO | Fair Value of Stock Awards Granted During the Year, Outstanding and Unvested at Year-End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 835,305      
PEO | Change in Value of Stock Awards Granted in Any Prior Year, Outstanding and Unvested at Year-End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 400,577      
PEO | Change in Value of Stock Awards Granted in Any Prior Year, Vested During the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (30,055)      
PEO | Fair Value of Awards Forfeited in Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
PEO | Dividends Paid in Fiscal Year on Unvested Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 12,913      
PEO | Stock Awards Reported in SCT [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (261,880)      
PEO | Option Awards Reported in SCT [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (150,390)      
Non-PEO NEO | Fair Value of Stock Awards Granted During the Year, Outstanding and Unvested at Year-End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 621,394      
Non-PEO NEO | Change in Value of Stock Awards Granted in Any Prior Year, Outstanding and Unvested at Year-End [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 281,490      
Non-PEO NEO | Change in Value of Stock Awards Granted in Any Prior Year, Vested During the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (24,498)      
Non-PEO NEO | Fair Value of Awards Forfeited in Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
Non-PEO NEO | Dividends Paid in Fiscal Year on Unvested Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 7,104      
Non-PEO NEO | Stock Awards Reported in SCT [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (154,936)      
Non-PEO NEO | Option Awards Reported in SCT [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (122,349)