Filing Analysis
NRC Health announced the resignation of its Chief Financial Officer (CFO) and principal financial officer, Shane Harrison. The resignation is effective August 28, 2026, as he pursues an outside professional opportunity.
🚩 Red Flags
- Sudden departure of the CFO and principal financial officer can sometimes precede internal accounting scrutiny or strategic shifts, though no specific cause was cited here.
📋 Key Facts
- Shane Harrison resigned from his role as CFO and principal financial officer on August 7, 2026.
- The resignation becomes effective on August 28, 2026.
- The departure is attributed to pursuing an outside professional opportunity.
- The Company has initiated a search for a successor.
NRC Health has filed an 8-K to announce its financial and operating results for the second quarter ended June 30, 2026. The filing serves as a formal notice that the company's quarterly performance data is being released via press release.
📋 Key Facts
- Report date: July 28, 2026
- Reporting period: Second Quarter ended June 30, 2026
- The filing includes a press release (Exhibit 99.1) detailing financial and operating results.
- Signed by Shane Harrison, Executive Vice President and Chief Financial Officer.
NRC Health held its 2026 annual meeting of stockholders where shareholders approved several amendments to the Certificate of Incorporation and Bylaws. The amendments primarily focus on improving corporate governance by removing supermajority voting requirements and restrictions on removing directors without cause.
🚩 Red Flags
- None identified. The changes appear to be standard corporate governance improvements aimed at increasing shareholder flexibility and reducing barriers to director removal/corporate action.
📋 Key Facts
- Annual Meeting held on June 23, 2026.
- Shareholders approved removal of supermajority voting requirements in Article 6.
- Shareholders approved the removal of restrictions on the removal of directors without cause.
- Voting requirement for stockholder action by written consent was changed from unanimous to a majority threshold (matching meeting approval requirements).
- KPMG LLP was ratified as the independent registered public accounting firm for 2026.
- Seven directors were elected to one-year terms expiring in 2027.
National Research Corporation (NRC) filed an 8-K to announce its financial and operating results for the third quarter ended September 30, 2025. The filing serves as a formal notice that a press release containing these results has been issued.
📋 Key Facts
- Report date: October 27, 2025
- Reporting period: Third Quarter ended September 30, 2025
- The filing includes Exhibit 99.1, which contains the full press release of financial and operating results.
- Signed by Shane Harrison, Executive Vice President and Chief Financial Officer.
National Research Corporation has appointed Shane Harrison as Executive Vice President and Chief Financial Officer, effective September 25, 2025. This appointment will result in Chairman Michael D. Hays ceasing to serve as the Company's principal financial officer.
🚩 Red Flags
- Succession of CFO role involves the Chairman stepping down from the PFO position, which can sometimes indicate internal restructuring or shifts in governance oversight.
📋 Key Facts
- Shane Harrison appointed EVP and CFO, effective on or about September 25, 2025.
- Michael D. Hays will cease serving as principal financial officer upon Harrison's start date.
- Harrison's compensation includes a $400,000 annual base salary and a $100,000 cash signing bonus.
- Grant of 172,000 restricted shares of common stock with a 3-year vesting schedule (25% annually after a 90-day cliff).
- Harrison's compensation includes a 'double trigger' acceleration clause for change in control.
- Harrison is required to hold shares worth at least two times his annual base salary.
National Research Corporation announced its financial and operating results for the second quarter ended June 30, 2025. The filing serves as a formal announcement of the earnings release via Exhibit 99.1.
📋 Key Facts
- Reporting period: Second Quarter ended June 30, 2025.
- Report date: July 28, 2025.
- The filing includes a press release (Exhibit 99.1) detailing financial and operating results.
National Research Corporation (NRC) reported the results of its Annual Meeting held on May 7, 2025. The meeting included the election of two directors, ratification of KPMG LLP as independent auditors, and approval of a new 2025 Omnibus Incentive Plan.
📋 Key Facts
- Annual Meeting held on May 7, 2025.
- Donald M. Berwick and Stephen H. Lockhart were elected to the Board for three-year terms expiring in 2028.
- KPMG LLP was ratified as the independent registered public accounting firm for 2025.
- Shareholders approved the National Research Corporation 2025 Omnibus Incentive Plan, replacing the 2006 Equity Incentive Plan and the 2004 Non-Employee Director Stock Plan.
- Executive officer compensation was approved on an advisory/non-binding basis.
National Research Corporation (NRC) announced its first quarter 2025 financial and operating results and disclosed a Board-approved share repurchase program. The filing includes the earnings press release and details regarding the expansion of their stock buyback authorization.
📋 Key Facts
- Company released Q1 2025 financial and operating results for the period ended March 31, 2025.
- The Board of Directors approved repurchasing up to one million additional shares of common stock on April 25, 2025.
- Filing includes Exhibit 99.1 containing the earnings press release.
National Research Corporation announced a leadership transition involving the appointment of an interim CEO/PFO and a new Chief Accounting Officer. Founder Michael D. Hays will serve as Principal Financial Officer until Trent Green joins as CEO on June 1, 2025.
🚩 Red Flags
- Management transition: The founder is stepping down from the CEO role to take on PFO duties temporarily, indicating a period of leadership flux.
📋 Key Facts
- Michael D. Hays (Founder/CEO) designated to serve as Principal Financial Officer effective April 18, 2025.
- Trent Green is scheduled to join the Company as Chief Executive Officer on June 1, 2025.
- Jordan N. Freeman appointed as Chief Accounting Officer and Principal Accounting Officer on April 18, 2025.
- Ms. Freeman previously served in various accounting leadership roles at Nelnet, Inc. and was a Senior Audit Associate at Deloitte & Touche LLP.
- No compensation changes were reported in connection with these appointments.
National Research Corporation announced the upcoming appointment of Trent Green as CEO effective June 1, 2025. In conjunction with this leadership transition and strategic shift, the company has restructured compensation for key executives to align interests via stock ownership.
🚩 Red Flags
- Forfeiture of previously granted performance-based options suggests a significant shift in incentive structures or a reset of performance targets under new leadership.
- Restructuring of executive compensation often precedes strategic pivots which can introduce operational volatility.
📋 Key Facts
- Trent Green appointed as CEO and Director, effective June 1, 2025.
- COO Helen L. Hrdy granted 100,000 shares of common stock subject to a 3-year repurchase option at $1.00 if terminated for cause or resigning without good reason.
- Ms. Hrdy's previous severance agreement and 2024 long-term cash incentive plan were terminated in exchange for the new equity package.
- Ms. Hrdy forfeited 100,000 unvested performance-based options granted in January 2024.
- COO to receive a cash bonus equal to 66.67% of the value of the newly granted shares.
- Compensation changes were also applied to Andrew Monnich, Chief Corporate Development Officer.
National Research Corporation announced a major leadership transition effective June 1, 2025, appointing Trent Green as the new CEO and transitioning current CEO Micheal D. Hays to Chairman. Additionally, the company appointed Linda Stacy as Interim Principal Financial Officer through March 31, 2025.
🚩 Red Flags
- Appointment of an 'Interim' PFO suggests potential vacancy or turnover in the finance department.
- CEO transition creates period of leadership uncertainty between now and June 1, 2025.
📋 Key Facts
- Trent Green appointed CEO and Director effective June 1, 2025; previously CEO of Amazon One Medical.
- Micheal D. Hays to transition from CEO to Chairman on June 1, 2025.
- New CEO compensation includes a $1,250,000 annualized base salary and 500,000 restricted shares.
- Linda Stacy appointed Interim Principal Financial Officer (PFO) until March 31, 2025, at a rate of $150 per hour.
- Board size increased from six to seven directors.
National Research Corporation entered into an amended and restated credit agreement on February 6, 2025, providing a $30 million revolving credit facility and a $110 million delayed draw-down term loan. The new structure includes an accordion feature allowing for potential increases in the term loan based on EBITDA performance.
🚩 Red Flags
- Significant debt obligations totaling over $65M in current outstanding principal.
- Strict financial covenants (Fixed Charge Coverage and Cash Flow Leverage) that could trigger default if liquidity drops or leverage rises.
📋 Key Facts
- Entered into Credit Agreement with First National Bank of Omaha as agent on February 6, 2025.
- $30,000,000 Revolving Loan facility (maturity: 3 years from closing).
- $110,000,000 Delayed Draw Term Loan facility (maturity: 5 years from closing).
- Accordion feature allows term loan increase up to $25M or based on EBITDA.
- As of Closing Date, $62,423,902.75 was outstanding under the Delayed Draw Term Loan and ~$3.5M under the Revolving Loan.
- Interest rates: Floating rate (Term SOFR + 2.25% to 2.75%) based on cash flow leverage ratio.
- Security: First-priority lien on substantially all present and future assets, including real property.
- Financial Covenants: Minimum fixed charge coverage ratio of 1.10x; Maximum cash flow leverage ratio of 3.50x.
National Research Corporation announced its Q4 and full-year 2024 financial results via press release and disclosed the resignation of Chief Product Technology Officer Christophe Louvion.
🚩 Red Flags
- Departure of a C-suite officer (Chief Product Technology Officer) during an earnings announcement cycle.
📋 Key Facts
- The company issued a press release regarding financial and operating results for the fourth quarter and year ended December 31, 2024.
- Christophe Louvion has resigned from his position as Chief Product Technology Officer.
- Filing date: January 27, 2025.
National Research Corporation (NRC) announced the retirement of Linda Stacy, who serves as Secretary, Principal Financial Officer (PFO), and Principal Accounting Officer (PAO), effective December 31, 2024.
🚩 Red Flags
- Departure of a multi-role executive (Secretary, PFO, and PAO) creates significant institutional knowledge gap.
- The departure involves both financial leadership (PFO/PAO) and corporate governance (Secretary) roles simultaneously.
📋 Key Facts
- Linda Stacy notified the company of her decision to retire on November 8, 2024.
- Effective retirement date is set for December 31, 2024.
- Ms. Stacy holds three key roles: Secretary, Principal Financial Officer, and Principal Accounting Officer.
- She has served the company for over 18 years.
National Research Corporation (NRC) has filed an 8-K to announce its financial and operating results for the third quarter ended September 30, 2024. The filing serves as a formal notice that a press release containing these results has been issued.
📋 Key Facts
- The company reported financial and operating results for Q3 2024 (ended Sept 30, 2024).
- Results were announced via a press release furnished as Exhibit 99.1.
- The filing was signed by Linda Stacy, Secretary, Principal Financial Officer, and Principal Accounting Officer.
National Research Corporation announced the appointment of Helen L. Hrdy as Chief Operating Officer, effective October 14, 2024. Ms. Hrdy is a long-tenured internal promotee who has been with the company since 2000.
📋 Key Facts
- Helen L. Hrdy appointed as Chief Operating Officer (COO) on October 14, 2024.
- Ms. Hrdy previously served as Chief Customer Officer (since Jan 2024).
- Ms. Hrdy has been with the company since 2000, holding various leadership roles including Chief Growth Officer and SVP of Customer Success.
- The appointment is an internal promotion within the executive leadership team.
National Research Corporation entered into a Third Amendment to its Credit Agreement with First National Bank of Omaha. The amendment extends debt maturities, shifts interest rates from fixed to floating (SOFR + 2.35%), and expands the permitted uses of the delayed draw term loan.
🚩 Red Flags
- Transition from a low 5% fixed interest rate to a floating SOFR-based rate increases exposure to interest rate volatility.
- The amendment involves restructuring repayment terms (amortization), which can sometimes indicate a need for extended liquidity management.
📋 Key Facts
- Extended revolving loan maturity from May 28, 2025, to May 28, 2027.
- Extended Delayed Draw Term Loan commitment date to May 28, 2026.
- Term Loan and future Delayed Draw Term Loans will now be payable in equal monthly installments amortized over ten-year periods.
- Interest rate for the Term Loan changed from a fixed 5% per annum to SOFR + 2.35%.
- Expanded permitted use of Delayed Draw Term Loan to include dividends, stock repurchases, acquisitions, and capital expenditures.
- Increased building renovation exclusion in the fixed charge coverage ratio covenant from $25 million to $27.5 million.
National Research Corporation held its 2024 annual meeting of shareholders on May 8, 2024. Shareholders approved the election of two directors, ratified KPMG LLP as independent auditors, and approved executive compensation via an advisory vote.
📋 Key Facts
- Annual Meeting held on May 8, 2024.
- Michael D. Hays elected to Board (97.12% 'For').
- John N. Nunnelly elected to Board (91.20% 'For').
- KPMG LLP ratified as independent registered public accounting firm for 2024 (99.18% 'For').
- Non-binding advisory vote on executive compensation approved (98.88% 'For').
- Approximately 96% of all shares were represented at the meeting or by proxy.
National Research Corporation announced its Q1 2024 financial results and a leadership change in the finance department. Linda Stacy has been appointed as the new Principal Financial Officer, while retaining her roles as Principal Accounting Officer and Secretary.
🚩 Red Flags
- None identified; this appears to be an internal promotion/succession rather than a sudden departure of key personnel.
📋 Key Facts
- Company released Q1 2024 financial and operating results on May 7, 2024.
- Linda Stacy appointed as Principal Financial Officer (PFO) effective May 7, 2024.
- Ms. Stacy will continue to serve in her existing roles as Principal Accounting Officer and Secretary.
- Ms. Stacy has been with the company since 2006, previously serving as VP of Finance.
National Research Corporation announced the retirement of its CFO, Kevin R. Karas, effective March 31, 2024, and the promotion of Linda Stacy to Principal Accounting Officer.
🚩 Red Flags
- Departure of a long-tenured CFO (over 13 years) can create transitional risk in micro-cap environments.
- Significant cash outflow via the one-year salary continuation agreement for the departing CFO.
📋 Key Facts
- CFO Kevin R. Karas will retire effective March 31, 2024.
- Karas entered into a Retirement Transition Agreement providing one year of base salary continuation from April 1, 2024, through March 31, 2025.
- Linda Stacy (VP of Finance) promoted to Principal Accounting Officer effective March 31, 2024.
- The company issued an earnings press release for Q4 and FY 2023 results under Item 2.02.
National Research Corporation announced a series of executive leadership changes and the implementation of a new three-year strategic growth plan. This includes the promotion of Helen L. Hrdy to Chief Customer Officer and the appointment of several other key officers, all tied to performance-based compensation packages.
🚩 Red Flags
- Significant expansion of executive compensation tied to aggressive growth targets (TRCV) which may create pressure on short-term decision making.
📋 Key Facts
- Helen L. Hrdy promoted to Chief Customer Officer effective January 16, 2024; base salary increased to $400,000.
- Appointment of Jason Hahn as Chief Revenue Officer, Christophe Louvion as Chief Product Technology Officer, and Andy Monnich as Chief Corporate Development Officer.
- Compensation for new officers is tied to a three-year strategic growth plan focused on Total Recurring Contract Value (TRCV).
- Ms. Hrdy's stock options (100,000 shares) vest upon achieving a minimum TRCV of $170 million by December 31, 2026.
- Long-term cash incentives for Ms. Hrdy are contingent on meeting specific TRCV targets and adjusted EBITDA margin goals.
National Research Corporation announced that Jona S. Raasch will step down from her role as Chief Operating Officer (COO) effective December 31, 2023. Notably, Ms. Raasch is not leaving the company entirely but will continue to serve in other capacities as an employee.
🚩 Red Flags
- None identified; departure is a transition within the company rather than a complete exit.
📋 Key Facts
- Jona S. Raasch is stepping down as Chief Operating Officer (COO).
- The departure from the COO role is effective December 31, 2023.
- Ms. Raasch will remain an employee of National Research Corporation in other roles.
- Ms. Raasch has provided over 30 years of leadership to the company.