REGIONAL HEALTH PROPERTIES, INC
For the period ended Dec 30, 2025. Filed Dec 10, 2025.
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Dec 30, 2025 · Filed Dec 10, 2025
Contents
Pay Versus Performance
Overview
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationships between executive compensation actually paid and certain measures of financial performance of the Company.
The Compensation Committee did not use the information displayed in the tables below, including the calculation of compensation actually paid, as a basis for making compensation decisions.
Pay Versus Performance Table
The table below sets forth additional compensation information for our named executive officers (“NEOs”), calculated in accordance with SEC regulations, for the fiscal years ended December 31, 2024, 2023 and 2022.
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(4) | Net Loss(5) |
|---|---|---|---|---|---|---|
| 2024 | $316,740 | $298,830 | $155,100 | $138,416 | $34.59 | $(3,218,000) |
| 2023 | $291,802 | $265,976 | $236,640 | $161,241 | $44.99 | $(3,888,000) |
| 2022 | $478,240 | $430,640 | $134,395 | $117,555 | $73.61 | $(6,867,000) |
| (1) | Represents the “Total” compensation for our principal executive officer (“PEO”), Mr. Morrison, as set forth in “Executive Compensation — Executive Compensation Tables — Summary of Executive Compensation Table.” Represents the “Total” compensation for our principal executive officer (“PEO”), Mr. Morrison, as set forth in “Executive Compensation — Executive Compensation Tables — Summary of Executive Compensation Table.” |
| (2) | Compensation actually paid to our PEO and the average of all non-PEO NEOs is calculated in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our PEO and our non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the compensation actually paid: |
Compensation Actually Paid to PEO
| Year | Reported Summary Compensation Table Total for PEO | Less: Reported Value of Stock and/or Option Awards | Plus: Year End Fair Value of Equity Awards Granted and Unvested During Applicable Year | Plus: Change in Fair Value as of Year End of Any Prior Year Awards that Remain Unvested as of Year End | Add: Awards that are Granted and Vest in the Same Year, the Fair Value as of the Vesting Date | Compensation Actually Paid to PEO |
|---|---|---|---|---|---|---|
| 2024 | $316,740 | $(96,740) | $59,030 | $— | $19,800 | $298,830 |
| 2023 | $291,802 | $(71,802) | $— | $(25,826) | $71,802 | $265,976 |
| 2022 | $478,240 | $(108,240) | $79,680 | $(19,040) | $— | $430,640 |
Average Compensation Actually Paid to Non-PEO NEOs
| Year | Reported Summary Compensation Table Total for Non-PEO NEOs | Less: Reported Value of Stock and/or Option Awards | Year End Fair Value of Equity Awards Granted and Unvested During Applicable Year | Plus: Change in Fair Value as of Year End of Any Prior Year Awards that Remain Unvested as of Year End | Less: Fair Value as of Prior Fiscal Year End of Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year | Compensation Actually Paid to Non-PEO NEOs |
|---|---|---|---|---|---|---|
| 2024 | $155,100 | $(32,700) | $23,456 | $(7,440) | $— | $138,416 |
| 2023 | $236,640 | $(86,640) | $48,689 | $(37,448) | $— | $161,241 |
| 2022 | $134,395 | $— | $— | $(9,520) | $(7,320) | $117,555 |
| (1) | For 2023 and 2024, our non-PEO NEO was Mr. O’Sullivan. For 2022, our non-PEO NEOs were Messrs. O’Sullivan and Waites. Represents the average total compensation for our non-PEO NEOs, derived from the “Total” as set forth in “Executive Compensation — Executive Compensation Tables — Summary of Executive Compensation Table.” |
| (2) | For the relevant fiscal year, represents the cumulative total shareholder return (“TSR”) of the Company through December 31 of the applicable fiscal year, assuming $100 was invested on December 31, 2021. |
| (3) | Reflects Net Loss in the Company’s Consolidated Statements of Operations included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023 and 2022 |
Relationship Between Compensation Actually Paid and Financial Measures
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