JOINT Corp Files Definitive Proxy Statement

TL;DR

<b>The Joint Corp. filed its definitive proxy statement, highlighting 2023 growth and its leading position in the chiropractic care market.</b>

AI Summary

JOINT Corp (JYNT) filed a Proxy Statement (DEF 14A) with the SEC on April 19, 2024. The Joint Corp. filed a Definitive Proxy Statement on April 19, 2024. The company achieved growth in system-wide sales, revenue, Adjusted EBITDA, patient visits, and patients treated in 2023. The Joint surpassed 900 units opened in August 2023, a milestone achieved by only 3.4% of franchise systems. The company expanded to 41 states and the District of Columbia in 2023, closing the year with 935 clinics. The Joint is the category creator and leader in the $8.1 billion out-of-pocket segment of the franchised chiropractic care industry.

Why It Matters

For investors and stakeholders tracking JOINT Corp, this filing contains several important signals. This filing provides shareholders with crucial information regarding company performance, strategic initiatives, and upcoming decisions, enabling informed voting on important matters. The company's continued growth and market leadership in the accessible chiropractic care segment suggest potential for sustained financial performance and shareholder value.

Risk Assessment

Risk Level: low — JOINT Corp shows low risk based on this filing. The filing is a routine proxy statement with no immediate negative financial indicators, suggesting low risk.

Analyst Insight

Review the detailed proposals and executive compensation within the proxy statement to understand management's strategic direction and potential shareholder impact.

Key Numbers

• 935 — Clinics (Total clinics at end of 2023)
• 900 — Units Opened (Milestone surpassed in August 2023)
• 3.4 — Percent (Franchise systems achieving 900+ units)
• 41 — States (States expanded to in 2023)
• 8.1 — Billion (Out-of-pocket segment market size)
• 20.5 — Billion (Total franchised chiropractic care industry size)

Key Players & Entities

• JOINT Corp (company) — Registrant name
• The Joint Corp. (company) — Name of registrant
• DE (company) — State of incorporation
• AZ (company) — State of business address
• 480 245 5960 (dollar_amount) — Business phone number

FAQ

Industry Context

The Joint Corp. operates in the franchised chiropractic care industry, focusing on an affordable, membership-based model in retail settings.

Regulatory Implications

The filing is a standard proxy statement under the Securities Exchange Act of 1934, requiring disclosure of corporate governance and shareholder matters.

What Investors Should Do

1. Review the proposals presented in the proxy statement for any changes in corporate governance or executive compensation.
2. Analyze the company's stated growth strategies and market positioning for future investment potential.
3. Assess the company's performance metrics for 2023, including system-wide sales and clinic expansion.

Key Dates

• 2024-04-19: Filing of Definitive Proxy Statement — Provides shareholders with information for voting on corporate matters.

Year-Over-Year Comparison

This is a definitive proxy statement filing, providing updated information on the company's operations and strategic outlook.

Key Financial Figures

• $8.1 billion — ory creator and leader in capturing the $8.1 billion out-of-pocket segment of the $20.5 bill
• $20.5 billion — .1 billion out-of-pocket segment of the $20.5 billion and growing franchised chiropractic car
• $117.7 million — up from 84% 16% increase in revenue to $117.7 million 12% increase in system-wide sales 1 gr
• $488.0 million — increase in system-wide sales 1 grew to $488.0 million 1 $9.8 million net loss, including $1
• $9.8 million — wide sales 1 grew to $488.0 million 1 $9.8 million net loss, including $10.8 million in a
• $10.8 million — on 1 $9.8 million net loss, including $10.8 million in a non-cash valuation allowance, comp
• $627,000 — on allowance, compared to net income of $627,000. $12.2 million in Adjusted EBITDA, up
• $12.2 million — e, compared to net income of $627,000. $12.2 million in Adjusted EBITDA, up 6% compared to $
• $11.5 million — n in Adjusted EBITDA, up 6% compared to $11.5 million. Peter D. Holt President and Chief E
• $8.5 billion — total, 41.6% is not with insurance, or $8.5 billion is spent by patients "out-of-pocket." T
• $35 million — marketing, The Joint system spent over $35 million educating consumers about the efficacy
• $14.7 million — same-store sales growth, and generated $14.7 million of cash from operations. These achievem
• $488 m — to 800 Increased system-wide sales to $488 million, up 12% compared to 2022 Sold 5
• $250 million — s long as (a) our public float is below $250 million as of the last business day of the seco
• $100 million — cial statements are available are below $100 million for the last completed fiscal year and

Filing Documents

• def14a_041924.htm (DEF 14A) — 593KB
• cover.jpg (GRAPHIC) — 804KB
• holtsig.jpg (GRAPHIC) — 4KB
• logo.jpg (GRAPHIC) — 4KB
• jynt.jpg (GRAPHIC) — 3KB
• singletonsignature.jpg (GRAPHIC) — 10KB
• graphs.jpg (GRAPHIC) — 202KB
• rubel.jpg (GRAPHIC) — 3KB
• davella.jpg (GRAPHIC) — 12KB
• decker.jpg (GRAPHIC) — 19KB
• gramm.jpg (GRAPHIC) — 11KB
• holt.jpg (GRAPHIC) — 5KB
• hong.jpg (GRAPHIC) — 12KB
• krevlin.jpg (GRAPHIC) — 14KB
• directorskills.jpg (GRAPHIC) — 298KB
• committeemembers.jpg (GRAPHIC) — 195KB
• singleton.jpg (GRAPHIC) — 23KB
• compensation1.jpg (GRAPHIC) — 146KB
• compensation2.jpg (GRAPHIC) — 89KB
• compensation3.jpg (GRAPHIC) — 81KB
• proxy_01.jpg (GRAPHIC) — 100KB
• proxy_02.jpg (GRAPHIC) — 88KB
• 0001171843-24-002105.txt (&nbsp;) — 3515KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 3 PROPOSAL 1 – ELECTION OF DIRECTORS 5 Voting in Uncontested Director Election 5 Nominees for Director 5 Director Skills and Qualifications 13 Diversity Summary 14 CORPORATE GOVERNANCE 15 Director Independence 15 Leadership Structure of the Board of Directors 15 Committees of the Board of Directors 15 Compensation Committee 15 Audit Committee 16 Nominating and Governance Committee 16 Committee Charters 18 Committee Members and Meetings 18 Director Compensation 19 Executive Sessions of the Board of Directors 19 Board of Directors' Evaluation 19 Required Resignation on Change of Job Responsibilities 20 Communications with the Board of Directors 20 Policies and Procedures for Related Person Transactions 20 Related Person Transactions 20 Anti-Hedging Policy 21 Code of Business Conduct and Ethics 21 Risk Oversight 21 Stock Ownership Guidelines 21 AUDIT COMMITTEE REPORT 22 Executive Officers 23

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 24 Summary Compensation Table 24 Pay versus Performance Table 24 Employment Agreements and Change in Control Arrangements 26 Clawback Policy 28 Outstanding Equity Awards at 2023 Year-End 28 Equity Compensation Plan Information 29 Delinquent Section 16(a) Reports 29 PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION 30 PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM 31 Audit Fees 31 Audit-Related Fees 31 Tax Fees 31 All Other Fees 31 PROPOSAL 4 – APPROVAL OF THE JOINT CORP. 2024 INCENTIVE STOCK PLAN 32 Summary of the 2024 Plan 32 GENERAL INFORMATION 37 ANNUAL REPORT 40 HOUSEHOLDING OF PROXY MATERIALS 40 OTHER MATTERS 40 STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2025 ANNUAL MEETING (WITH DEADLINES) 40 SCHEDULE A – 2024 PLAN A-1 PROXY SUMMARY INFORMATION This summary highlights information contained elsewhere in this proxy voting. 2024 Annual Meeting of Stockholders Time and Date: Wednesday, May 22, 2024, at 9:00 a.m. Mountain Standard Time Place: 16767 N. Perimeter Drive, Suite 110, Scottsdale, Arizona 85260 Record Date: April 9, 2024 Voting: Stockholders as of the record date are entitled to vote. Items of Business and Voting Recommendations Agenda Item Board Recommendation Page 1. Election of seven directors FOR EACH NOMINEE 5 2. Approval, on an advisory basis, of the compensation of our named executive officers FOR 30 3. Ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for 2024 FOR 31 4. Approval of The Joint Corp. 2024 Incentive Stock Plan FOR 32 Board Nominees The following table provides summary information about the nominees for director. Each director is elected by a majority of votes cast. Nominee Age

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information regarding beneficial ownership of our common stock outstanding as of April 9, 2024, by: each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock; each of our directors; each of our named executive officers; and all of our directors and executive officers as a group. The percentage ownership information shown in the table is based upon 14,935,716 shares of common stock outstanding as of April 9, 2024. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the "SEC"). To calculate a stockholder's percentage of beneficial ownership, we include in the numerator and denominator those shares underlying options that are vested or that will vest within 60 days of April 9, 2024. Options held by other stockholders, however, are disregarded in the calculation of beneficial ownership. Therefore, the denominator used in calculating beneficial Unless otherwise indicated, the persons or entities identified in this table have sole beneficial ownership with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. Except as otherwise noted below, the address for each person or entity listed in the table is c/o The Joint Corp., 16767 N. Perimeter Drive, Suite 110, Scottsdale, AZ, 85260. 3 Number of Shares Beneficially Owned Percentage of Shares Executive Officers and Directors Matthew E. Rubel 9,510 * Ronald V. DaVella 9,576 * Suzanne M. Decker 28,140 * Jefferson Gramm (1) 3,937,296 26.4% Peter D. Holt (2) 361,101 2.4% Abe Hong 18,190 * Glenn J. Krevlin 26,417 * Jake Singleton (3) 128,439 * Executive officers and directors as a group (8 persons) (4) 4,518,766 30.2% Beneficial holders of 5% or more of our outstanding common stock

View Full Filing

View this DEF 14A filing on SEC EDGAR