Pay Versus Performance

In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive compensation for our principal executive officers (“PEO”) and

Non-PEO

NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.


Year	Summary Compensation Table Total for Douglas ($)(1)		Compensation Actually Paid to Douglas ($)(1)(2)(3)		Summary Compensation Table Total for Fowler ($)(1)		Compensation Actually Paid to Fowler ($)(1)(2)(3)		Average Summary Compensation Table Total for Non-PEO NEOs ($)(1)		Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2)(3)		Value of Initial Fixed $100 Investment based on: (4)				Net Income ($) (in thousands)		Adjusted EBITDA ($)(5) (in thousands)
Year	Summary Compensation Table Total for Douglas ($)(1)		Compensation Actually Paid to Douglas ($)(1)(2)(3)		Summary Compensation Table Total for Fowler ($)(1)		Compensation Actually Paid to Fowler ($)(1)(2)(3)						TSR ($)		Peer Group TSR ($)		Net Income ($) (in thousands)		Adjusted EBITDA ($)(5) (in thousands)
2023		—		2,306,789		—		331,873		1,181,139		343,658		42.92		102.92	$	102.92	$	47,578
2022		1,600,378		970,891		1,951,380		821,879		1,161,724		718,719		104.30		105.55	$	15,867	$	55,899
2021		1,889,943		1,797,189		—		—		1,405,425		1,333,071		112.27		136.66	$	18,430	$	52,677
2020		1,274,209		990,996		—		—		1,023,409		801,007		102.85		123.94	$	14,246	$	43,387

(1)	J. Boyd Douglas was our PEO from May 17, 2006 to June 30, 2022. Christopher L. Fowler was our PEO from July 1, 2022 to present. The individuals comprising the Non-PEO NEOs for each year presented are listed below.


2020	2021	2022	2023
Matt J. Chambless	Matt J. Chambless	Matt J. Chambless	Matt J. Chambless
David A. Dye	David A. Dye	David A. Dye	David A. Dye
Christopher L. Fowler	Christopher L. Fowler	Dawn M. Severance	Dawn M. Severance
Troy D. Rosser	Troy D. Rosser	Amaris McComas	Wes D. Cronkite
		Troy D. Rosser

(2)

The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation

S-K

and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.

(3)

Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the

Non-PEO

NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.


Year	Summary Compensation Table Total for J. Boyd Douglas ($)		Exclusion of Stock Awards for J. Boyd Douglas ($)			Inclusion of Equity Values for J. Boyd Douglas ($)		Compensation Actually Paid to J. Boyd Douglas ($)
2022		1,600,378		(738,338	)		108,851		970,891
2021		1,889,943		(726,843	)		634,089		1,797,189
2020		1,274,209		(632,366	)		349,153		990,996


Year	Summary Compensation Table Total for Christopher L. Fowler ($)		Exclusion of Stock Awards for Christopher L. Fowler ($)			Inclusion of Equity Values for Christopher L. Fowler ($)			Compensation Actually Paid to Christopher L. Fowler ($)
2023		2,306,789		(1,625,994	)		(348,922	)		331,873
2022		1,951,380		(1,238,352	)		108,851			821,879


Year	Average Summary Compensation Table Total for Non-PEO NEOs ($)		Average Exclusion of Stock Awards for Non -PEO NEOs ($)			Average Inclusion of Equity Values for Non- PEO NEOs ($)			Average Compensation Actually Paid to Non- PEO NEOs ($)

2023		1,181,139		(657,440	)		(180,041	)		343,658
2022		1,161,724		(526,478	)		83,473			718,719
2021		1,405,425		(629,160	)		556,806			1,333,071
2020		1,023,409		(529,008	)		306,606			801,007

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:


Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for J. Boyd Douglas ($)	Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for J. Boyd Douglas ($)			Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for J. Boyd Douglas ($)		Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for J. Boyd Douglas ($)			Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for J. Boyd Douglas ($)		Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for J. Boyd Douglas ($)		Total - Inclusion of Equity Values for J. Boyd Douglas ($)

2022	219,856		(159,850	)		0		48,845			0		0		108,851
2021	699,890		(89,049	)		0		23,248			0		0		634,089
2020	381,626		11,187			0		(43,660	)		0		0		349,153


Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Christopher L. Fowler ($)		Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Christopher L. Fowler ($)			Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Christopher L. Fowler ($)		Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Christopher L. Fowler ($)		Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Christopher L. Fowler ($)			Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Christopher L. Fowler ($)		Total - Inclusion of Equity Values for Christopher L. Fowler ($)

2023		239,478		(298,292	)		0		8,236		(298,344	)		0		(348,922	)
2022		219,856		(159,850	)		0		48,845		0			0		108,851


Year	Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($)		Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($)			Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($)		Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($)			Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($)			Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($)		Total - Average Inclusion of Equity Values for Non-PEO NEOs ($)

2023		96,827		(111,716	)		0		11,610			(176,762	)		0		(180,041	)
2022		156,771		(101,887	)		0		28,589			0			0		83,473
2021		605,829		(76,579	)		0		27,556			0			0		556,806
2020		333,411		10,833			0		(37,638	)		0			0		306,606

(4)	The Peer Group TSR set forth in this table utilizes the S&P 600 Health Care Equipment & Services (Industry Group) (“S&P 600 Health Care Equipment & Services”), which we also utilize in the stock performance graph required by Item

201(e) of Regulation

S-K

included in our Annual Report on Form

10-K

for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year, in the Company and in the S&P 600 Health Care Equipment & Services, respectively. Historical stock performance is not necessarily indicative of future stock performance.

(5)

The Company selected Adjusted EBITDA as the most important financial measure it used to link Company performance to Compensation Actually Paid to our PEOs and

Non-PEO

NEOs in 2023. This performance measure may not have been the most important financial performance measure for years 2022, 2021 or 2020, and we may determine a different financial performance measure to be the most important financial performance measure in future years. See “Tabular List of Most Important Financial Performance Measures” below for the definition of Adjusted EBITDA.

Named Executive Officers, Footnote

(1)	J. Boyd Douglas was our PEO from May 17, 2006 to June 30, 2022. Christopher L. Fowler was our PEO from July 1, 2022 to present. The individuals comprising the Non-PEO NEOs for each year presented are listed below.


2020	2021	2022	2023
Matt J. Chambless	Matt J. Chambless	Matt J. Chambless	Matt J. Chambless
David A. Dye	David A. Dye	David A. Dye	David A. Dye
Christopher L. Fowler	Christopher L. Fowler	Dawn M. Severance	Dawn M. Severance
Troy D. Rosser	Troy D. Rosser	Amaris McComas	Wes D. Cronkite
		Troy D. Rosser

Adjustment To PEO Compensation, Footnote


Year	Summary Compensation Table Total for J. Boyd Douglas ($)		Exclusion of Stock Awards for J. Boyd Douglas ($)			Inclusion of Equity Values for J. Boyd Douglas ($)		Compensation Actually Paid to J. Boyd Douglas ($)
2022		1,600,378		(738,338	)		108,851		970,891
2021		1,889,943		(726,843	)		634,089		1,797,189
2020		1,274,209		(632,366	)		349,153		990,996


Year	Summary Compensation Table Total for Christopher L. Fowler ($)		Exclusion of Stock Awards for Christopher L. Fowler ($)			Inclusion of Equity Values for Christopher L. Fowler ($)			Compensation Actually Paid to Christopher L. Fowler ($)
2023		2,306,789		(1,625,994	)		(348,922	)		331,873
2022		1,951,380		(1,238,352	)		108,851			821,879

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:


Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for J. Boyd Douglas ($)	Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for J. Boyd Douglas ($)			Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for J. Boyd Douglas ($)		Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for J. Boyd Douglas ($)			Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for J. Boyd Douglas ($)		Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for J. Boyd Douglas ($)		Total - Inclusion of Equity Values for J. Boyd Douglas ($)

2022	219,856		(159,850	)		0		48,845			0		0		108,851
2021	699,890		(89,049	)		0		23,248			0		0		634,089
2020	381,626		11,187			0		(43,660	)		0		0		349,153


Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Christopher L. Fowler ($)		Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Christopher L. Fowler ($)			Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Christopher L. Fowler ($)		Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Christopher L. Fowler ($)		Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Christopher L. Fowler ($)			Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Christopher L. Fowler ($)		Total - Inclusion of Equity Values for Christopher L. Fowler ($)

2023		239,478		(298,292	)		0		8,236		(298,344	)		0		(348,922	)
2022		219,856		(159,850	)		0		48,845		0			0		108,851

Non-PEO NEO Average Compensation Actually Paid Amount

$ 343,658

718,719

1,333,071

801,007

Compensation Actually Paid vs. Total Shareholder Return

Description of Relationship Between PEOs and Other NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)

The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and the cumulative TSR over the four most recently completed fiscal years of the Company and the S&P 600 Health Care Equipment & Services Index.

Compensation Actually Paid vs. Company Selected Measure

Description of Relationship Between PEOs and Other NEO Compensation Actually Paid and Adjusted EBITDA

The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our Adjusted EBITDA during the four most recently completed fiscal years.

Total Shareholder Return Amount

$ 42.92

104.3

112.27

102.85

Net Income (Loss)

$ 102,920

$ 15,867,000

$ 18,430,000

$ 14,246,000

Non-GAAP Measure Description

The Company selected Adjusted EBITDA as the most important financial measure it used to link Company performance to Compensation Actually Paid to our PEOs and

Non-PEO

NEOs in 2023. This performance measure may not have been the most important financial performance measure for years 2022, 2021 or 2020, and we may determine a different financial performance measure to be the most important financial performance measure in future years. See “Tabular List of Most Important Financial Performance Measures” below for the definition of Adjusted EBITDA.