US Physical Therapy (USPH) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 19, 2026, to elect seven directors, approve executive compensation, and ratify the appointment of Grant Thornton LLP as auditor for 2026.

• The board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

• Shareholders of record as of March 25, 2026, are entitled to vote, with one vote per share.

Voting matters and shareholder proposals

• Proposals include election of seven directors, advisory approval of executive compensation, and ratification of Grant Thornton LLP as auditor.

• The board recommends voting for all director nominees, executive compensation, and auditor ratification.

• Shareholder proposals for the 2027 meeting must be submitted by February 18, 2027.

Board of directors and corporate governance

• The board consists of a majority of independent directors, with Mr. Reading as Chairman/CEO and Dr. Harris as Lead Independent Director.

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

• Board diversity is emphasized, with recent appointments increasing gender and ethnic diversity.

• Directors are evaluated on experience, independence, and diversity; age limits apply for new and incumbent directors.