Concentra has formalized a leadership transition that took effect November 1: Matthew DiCanio moved from president and chief financial officer to president and chief executive officer, while William K. Newton shifted from CEO to executive chairman. Tanner Newton became executive vice president and CFO.
The new and amended employment agreements set compensation and severance terms for the three executives. They also specify how the transition affects William Newton’s existing equity awards and what protections apply if either executive is later let go without cause or resigns for good reason.
Key details
-
Matthew DiCanio, CEO: His amended agreement sets annual base salary at $785,000 and a target bonus of 125% of salary, or $981,250. He reports to the board and, while he remains CEO, the board will nominate him for election as a director at each applicable annual shareholder meeting.
-
DiCanio severance: If terminated without cause or he resigns for good reason, he is eligible for 24 months of salary continuation, any earned but unpaid prior-year bonus, and a termination-year bonus based on actual performance. If that prorated bonus is below the greater of his target bonus or his average bonus over the prior three years, he receives an additional payment to make up the difference. The package also includes up to 18 months of company-paid COBRA premiums and prorated vesting of time-based equity awards. These benefits are subject to signing a release of claims.
-
DiCanio change-in-control protection: If a qualifying termination occurs from three months before through 12 months after a change in control, salary continuation increases to 30 months and all outstanding unvested equity awards vest in full.
-
William K. Newton, executive chairman: His agreement sets annual base salary at $550,000 and a target bonus of 85% of salary, or $467,500. The initial term runs through the company’s 2027 annual meeting and then renews automatically for successive one-year terms unless ended earlier. He remains eligible for equity awards under the company’s 2024 equity plan.
-
Effect of William Newton’s transition: Moving from CEO to executive chairman does not count as a termination for purposes of his outstanding equity awards and does not give him grounds to resign for “good reason” under his agreement.
-
William Newton severance: If terminated without cause or he resigns for good reason, his agreement provides for 24 months of salary continuation, prior-year earned but unpaid bonus, a prorated termination-year bonus based on actual performance—with a potential top-up to the greater of target bonus or his average bonus over the prior three years—up to 18 months of company-paid COBRA premiums, and prorated vesting of time-based equity awards. The benefits are subject to a release of claims. If a qualifying termination occurs from three months before through 12 months after a change in control, his outstanding unvested equity awards vest in full.
-
Tanner Newton, CFO: His agreement sets annual base salary at $425,000 and a target bonus of 75% of salary, or $318,750. It begins with a one-year term and renews automatically for successive one-year periods unless ended earlier.
Implications
The transition puts DiCanio in the CEO role with a direct reporting line to the board, while William Newton remains executive chairman and retains eligibility for equity awards. The agreements also provide both DiCanio and William Newton with salary and other severance protections, with enhanced equity treatment tied to a change in control.