0001437749-26-013646
SEC filingNRC Health amended equity awards for three executives to eliminate repurchase rights and approved approximately $2.9 million in cash bonuses to cover associated tax liabilities, resulting in a $9.4 million expense in Q2 2026.
On April 27, 2026, the Compensation and Talent Committee of NRC Health approved amendments to equity awards granted to three executives: CEO Trent Green, COO Helen Hrdy, and Chief Corporate Development Officer Andrew Monich. The amendments eliminate a provision allowing the Company to repurchase shares for $1.00 if the executive was terminated for cause or resigned for good reason prior to the third anniversary of the grant date. This change addresses tax uncertainty regarding when the awards would be treated as fully vested, aiming to align the executives' interests with stockholders as originally intended.
To offset the estimated cash taxes payable by the executives resulting from these changes, the Committee approved cash bonuses of approximately $1.9 million for Mr. Green and $0.5 million each for Ms. Hrdy and Mr. Monich. The Company expects to recognize a total expense of approximately $9.4 million in the second quarter of 2026, comprising $6.5 million in non-cash accelerated equity compensation expense and $2.9 million in cash bonus expense. This acceleration eliminates the impact of these awards on future periods. Additionally, the Company anticipates that its effective tax rate for the second quarter and the remainder of 2026 will be impacted by the non-deductibility of these amounts.