US Physical Therapy (USPH) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for May 20, 2025, with proposals for electing eight directors, an advisory vote on executive compensation, and ratification of Grant Thornton LLP as auditor.

• Shareholders of record as of March 25, 2025, are eligible to vote, with one vote per share; a majority quorum is required.

• Proxy materials are available online and by mail, and shareholders are encouraged to vote even if not attending in person.

Voting matters and shareholder proposals

• Proposals include electing eight directors, approving executive compensation (say-on-pay), and ratifying Grant Thornton LLP as auditor for 2025.

• The board recommends voting in favor of all proposals.

• No shareholder nominations were received for this meeting; procedures for 2026 proposals are outlined.

Board of directors and corporate governance

• The board will consist of eight directors, six of whom are independent under NYSE standards.

• Board leadership includes a combined Chairman/CEO role and a Lead Independent Director.

• Four standing committees: Audit, Compensation, Compliance, and Governance/Nominating, all chaired by independent directors.

• Board diversity policy emphasizes inclusion of women and people of color in candidate pools.

• Recent director appointments have increased board diversity; three most recent appointees are female.