UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
current report
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Co-Presidents
On September 7, 2023, Select Medical Holdings Corporation, a Delaware corporation (“Select”), announced the appointments of John A. Saich, 55, and Thomas P. Mullin, 39, as Co-Presidents, effective October 1, 2023. David Chernow will no longer serve as President of Select as of October 1, 2023, but will continue to serve as Chief Executive Officer.
A 26-year veteran of Select, Mr. Saich most recently served as Executive Vice President and Chief Administrative Officer overseeing Select’s Outpatient Rehabilitation Division and Shared Services operations. During his tenure at Select, Mr. Saich has guided Select through successful growth and transition serving in a variety of senior operational and human resources leadership roles.
Since joining Select in 2008, Mr. Mullin has held operational leadership positions of increasing responsibility within the Critical Illness Recovery Hospital Division, including President. In 2018, his role expanded to the Inpatient Rehabilitation Hospital Division, serving as Chief Operating Officer. That post was followed by his appointment to Executive Vice President of Hospital Operations, including oversight of both divisions.
Mr. Saich’s annual base salary since January 1, 2022 has been $600,000 and he has received grants of 75,000 shares of restricted stock per year in each of 2022 and 2023, which were subject to three-year cliff vesting.
Mr. Mullin’s annual base salary since January 1, 2022 has been $561,000 and he has received grants of 75,000 shares of restricted stock per year in each of 2022 and 2023, which were subject to three-year cliff vesting.
There is no arrangement or understanding between Mr. Saich or Mr. Mullin and any other person pursuant to which Mr. Saich or Mr. Mullin is to be selected as an officer of Select that would require disclosure under Item 401(b) of Regulation S-K. Additionally, there is no family relationship between Mr. Saich or Mr. Mullin and any other person that would require disclosure under Item 401(d) of Regulation S-K.
Chief Financial Officer
On September 7, 2023, Select also announced the appointment of Michael F. Malatesta, 54, as the Chief Financial Officer of Select, effective October 1, 2023. Martin F. Jackson will no longer serve as Chief Financial Officer of Select as of October 1, 2023, but will continue to serve as Senior Executive Vice President of Strategic Finance and Operations.
Prior to his appointment as Chief Financial Officer of Select, Mr. Malatesta served as Senior Vice President of Finance of Select since November 2013. Mr. Malatesta is a certified public account and has served in various financial and accounting roles at Select since 1999.
Mr. Malatesta’s annual base salary was $509,858 in 2022 and is currently $535,343. Mr. Malatesta received a cash bonus of $265,123 for services performed in the 2022 fiscal year and he has received grants of 25,000 shares of restricted stock per year in each of 2022 and 2023, which were subject to four-year cliff vesting.
There is no arrangement or understanding between Mr. Malatesta and any other person pursuant to which Mr. Malatesta is to be selected as an officer of Select that would require disclosure under Item 401(b) of Regulation S-K. Additionally, there is no family relationship between Mr. Malatesta and any other person that would require disclosure under Item 401(d) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On September 7, 2023, Select issued a press release, among other things, announcing the appointment of Mr. Saich and Mr. Mullin as Co-Presidents and Mr. Malatesta as Chief Financial Officer of Select. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Item 7.01 in this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press release, dated as of September 7, 2023, of Select Medical Holdings Corporation. | |
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SELECT MEDICAL HOLDINGS CORPORATION | |||
| Dated: September 7, 2023 | By: | /s/ Michael E. Tarvin | |
| Name: | Michael E. Tarvin | ||
| Title: | Executive Vice President, General Counsel and Secretary | ||