Business Context and Reporting Period
This Form 8-K is a current report filed by National Research Corporation (NRC Health) on August 25, 2025. The filing discloses a significant change in executive leadership, specifically the appointment of a new Chief Financial Officer.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and appointment details.
Material Changes
The primary material change is the appointment of Shane Harrison as Executive Vice President and Chief Financial Officer, effective on or about September 25, 2025. Upon this effective date, Michael D. Hays, the Company's Chairman, will cease serving as the principal financial officer.
Management Commentary and Compensation Details
The Talent and Compensation Committee approved a compensation package for Mr. Harrison, which includes:
- Base Salary: $400,000 annualized.
- Signing Bonus: $100,000 cash, subject to pro-rated return if terminated prior to the first anniversary (excluding termination without cause or resignation with good reason).
- Equity Grant: 172,000 restricted shares of common stock vesting 25% at 90 days, and 25% annually thereafter for three years. Includes a "double trigger" acceleration upon change in control and qualifying termination.
- Retention Requirement: Mr. Harrison must hold at least 75% of net vested shares until the value equals two times his annual base salary, and must maintain holdings worth at least two times his annual base salary throughout his employment.
- Severance: One year of continued base salary payment in the event of termination without cause or resignation with good reason.
Mr. Harrison brings prior experience as Senior Vice President of Corporate Finance and Investor Relations at PowerSchool, and previously held senior roles at NAVEX Global and FLIR Systems.
Investor Verification Checklist
- Verify the exact effective date of Shane Harrison's appointment (stated as "on or about September 25, 2025").
- Confirm the transition timeline for Michael D. Hays stepping down as principal financial officer.
- Review the attached press release (Exhibit 99.1) for additional context on the strategic rationale for the leadership change.
- Monitor future filings for the impact of the new CFO on financial reporting and guidance.