Proxy Statement (definitive) (def 14a)

United States

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant To Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:


¨		Preliminary Proxy Statement

¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x		Definitive Proxy Statement

¨		Definitive Additional Materials

¨		Soliciting Material under Rule 14a-12

USMD HOLDINGS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



x	No fee required

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of the transaction:
	(5)	Total fee paid:

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

USMD HOLDINGS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of USMD Holdings, Inc.:

You are cordially invited to attend the 2015 Annual Meeting of Stockholders (the “Annual Meeting”) of USMD Holdings, Inc., a Delaware corporation, to be held on Wednesday, July 1, 2015, at 6333 North State Highway 161, Suite 200, beginning at 10:00 a.m. Central Daylight Time. At this meeting, you will be asked:

To elect a Board of Directors, consisting of eleven members, to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified;

To ratify the Audit Committee’s appointment of Grant Thornton, L.L.P. as our independent registered public accounting firm for the year ending December 31, 2015; and

To consider and act upon any other matter which may properly come before the Annual Meeting or any adjournment thereof.

The Board of Directors has fixed May 15, 2015 as the record date. Only stockholders who held their shares at the close of business on such record date are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

All stockholders are cordially invited to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please date, sign and promptly return the enclosed proxy card, which you may revoke at any time prior to its use. A prepaid, self-addressed envelope is enclosed for your convenience. Your shares will be voted at the Annual Meeting in accordance with your proxy.

By Order of the Board of Directors,

/s/ Chris Carr

Chris Carr

Secretary

Irving, Texas

May 22, 2015

2015 ANNUAL MEETING OF STOCKHOLDERS

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

TABLE OF CONTENTS


GENERAL INFORMATION			1

PROPOSAL 1: ELECTION OF DIRECTORS			4

Nominees for Election to the Board of Directors			4

CORPORATE GOVERNANCE			7

Attendance at Board Meetings, Executive Sessions and Annual Meeting of Stockholders			7

Director Independence			7

Committees of the Board			8

Communications with Directors			9

Code of Business Conduct and Non-Retaliation Policy			9

Board Leadership Structure			9

Director Nomination Process and Director Qualifications			10

Board Role in Risk Oversight			10

TRANSACTIONS WITH RELATED PERSONS			11

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			13

EXECUTIVE OFFICERS			15

EXECUTIVE COMPENSATION			17

Compensation Philosophy			17

Material Terms of Employment Contracts of Named Executive Officers			17

Severance Agreements			18

Summary Compensation Table			19

Outstanding Equity Awards at Fiscal Year-End			20

DIRECTOR COMPENSATION			20

Director Compensation Policy			20

Payment of Board Compensation in Cash or Stock			21

Directors’ Compensation Table			21

AUDIT COMMITTEE REPORT TO STOCKHOLDERS			22

PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015			23

Fees to Independent Registered Public Accounting Firm			23

Pre-Approval Policy			24

STOCKHOLDER PROPOSALS FOR THE 2016 ANNUAL MEETING			25

OTHER MATTERS			26

USMD HOLDINGS, INC.

6333 North State Highway 161, Suite 200

Irving, TX 75038

PROXY STATEMENT

FOR 2015 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on July 1, 2015

GENERAL INFORMATION

The Board of Directors (the “Board of Directors” or “Board”) of USMD Holdings, Inc., a Delaware corporation, is furnishing this proxy statement in connection with its solicitation of proxies for use at its 2015 Annual Meeting of Stockholders (the “Annual Meeting”) or any adjournment thereof. The Annual Meeting will be held on Wednesday, July 1, 2015, beginning at 10:00 a.m., Central Daylight Time at the following location:

6333 North State Highway 161, Suite 200

Irving, Texas 75038

These proxy materials, the accompanying Notice of Annual Meeting to Stockholders and proxy card are being made available on or about May 22, 2015 to our stockholders of record as of May 15, 2015.

Our principal executive offices are located at 6333 North State Highway 161, Suite 200, Irving, Texas 75038. As used in this proxy statement, the terms “we,” “our,” “us,” “USMD,” and “Company” refer to USMD Holdings, Inc. and its subsidiaries.

Purpose

The purpose of the Annual Meeting is to vote on the following items of business: (1) the election of eleven directors to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified; (2) the ratification of the appointment of Grant Thornton, L.L.P. as the Company’s independent registered public accounting firm for the year ending December 31, 2015; and (3) the consideration of any other matter which may properly come before the Annual Meeting or any adjournment thereof.

Record Date

Our Board has fixed the close of business on May 15, 2015 as the record date for determining which of our stockholders are entitled to notice of and to vote at the Annual Meeting. At the close of business on the record date, 10,346,361 shares of our common stock were outstanding.

Voting; Quorum

Each share of common stock outstanding on the record date is entitled to one vote per share on each matter to be voted on at the Annual Meeting. Stockholders are not entitled to cumulate their votes. The presence, in person or by proxy, of the holders of a majority of our outstanding shares of common stock is necessary to constitute a quorum at the Annual Meeting. Abstention and broker non-votes (as defined below) will count toward the presence of a quorum. If a quorum is not present, the Annual Meeting will be adjourned to solicit additional proxies.

Stockholders may vote their shares by telephone, the Internet or mail. If you hold your shares beneficially in a “street name” through a nominee (such as a bank or broker), you should follow the instructions you receive from your nominee to vote those shares. If you are a stockholder who owns shares through a nominee and you attend the Annual Meeting, you should bring a letter from your nominee identifying you as the beneficial owner of the shares and acknowledging that you will vote your shares.

Voting Your Proxy

YOUR VOTE IS IMPORTANT. Your shares can be voted at the Annual Meeting only if you are present in person or represented by proxy. Even if you plan to attend the Annual Meeting, we urge you to vote in advance. All stockholders of record may vote by transmitting their proxy cards by mail or may vote by telephone or Internet.

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By Telephone or by Internet. We encourage you to vote by Internet. It is convenient for you and saves us significant postage and processing costs. Stockholders of record may vote by using the toll-free number or Internet website address listed on their proxy card. Please see your proxy card for specific instructions.

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By Mail. Stockholders of record may complete, sign, date and return their proxy cards in the postage-paid envelope provided.

Our Board has designated the two persons named on the enclosed proxy card, John House, M.D. and Gary Rudin, to serve as proxies in connection with the Annual Meeting. If you sign, date and return your proxy card without indicating how you want to vote, your proxy will be voted as recommended by the Board of Directors.

Abstentions

An abstention is the voluntary act of not voting by a stockholder who is present at the meeting and entitled to vote. If you abstain from voting, your shares will be deemed present at the Annual Meeting for purposes of determining whether a quorum is present.

Broker Discretionary Voting

If you hold your shares in “street name,” your broker, bank or other similar institution, as your nominee, may be able to vote your shares without your instructions depending on whether the matter being voted on is “discretionary” or “non-discretionary.” In the case of a discretionary matter (for example, the ratification of the independent registered public accounting firm), your broker is permitted to vote your shares of common stock if you have not given voting instructions. In the case of a non-discretionary matter (for example, the election of directors), your broker cannot vote your shares if you have not given voting instructions.

A “broker non-vote” occurs when your broker submits a proxy for the Annual Meeting with respect to discretionary matters but does not vote on non-discretionary matters because you did not provide voting instructions on these matters. Therefore, it is important that you provide specific voting instructions regarding non-discretionary matters (such as election of directors) to your broker, bank or similar institution. Broker non-votes will count toward the presence of a quorum.

Proxy Procedure

When a proxy card is properly dated, executed and returned, the shares it represents will be voted at the Annual Meeting in accordance with the instructions specified in the proxy. If no specific instructions are given, the shares will be voted FOR the election of the director nominees described below and FOR the ratification of Grant Thornton, L.L.P. as our independent registered public accounting firm. We are not aware of any matter to be presented at the Annual Meeting other than those matters described in this proxy statement. If other matters are properly brought before the Annual Meeting, or any adjournment or postponement of the Annual Meeting, your proxy gives Dr. House and Mr. Rudin the discretionary authority to act on those matters according to their best judgment, including adjournment of the Annual Meeting.

Revocability of Proxies

You may revoke any proxy you execute at any time prior to its use at the Annual Meeting by:

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delivering written notice of revocation to our Secretary;

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delivering an executed proxy bearing a later date to our Secretary; or

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attending the Annual Meeting and voting in person.

Proxy Solicitation

We do not plan to hire a proxy solicitor in connection with the Annual Meeting but, to the extent we choose to use proxy solicitor services, the Company will pay the related fees and expenses. In addition, the officers and other regularly engaged employees of the Company may, in a limited number of instances, solicit proxies personally or by telephone. The Company will bear the costs incurred in connection with this proxy solicitation and will reimburse banks, brokerage firms, custodians, nominees and fiduciaries for reasonable expenses incurred in sending proxy materials to beneficial owners of the common stock of the Company.

Delivery of Proxy Material to Households

“Householding” is a program, approved by the Securities and Exchange Commission (the “SEC”), which allows companies and intermediaries (such as brokers) to satisfy the delivery requirements for proxy statements and annual reports by delivering only one package of stockholder proxy material to any household at which two or more stockholders reside. If you and other residents at your mailing address own shares of our common stock in a “street name,” your broker or bank may have notified you that your household will receive only one copy of our proxy materials. Once you have received notice from your broker that they will be “householding” materials to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one, please notify your broker if your shares are held in a brokerage account. If you hold shares of our common stock in your own name as a holder of record, “householding” will not apply to your shares.

Substantial Interests of Executive Officers and Directors

None of the Company’s executive officers or directors has any substantial interest in any of the matters to be acted upon at the Annual Meeting, except to the extent that a director or executive officer is named as a nominee for election to the Board of Directors.

Where You Can Find More Information

We file our proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended (“Exchange Act”). You can inspect and obtain a copy of our proxy statement and other information filed with the SEC at the offices of the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, on official business days during the hours of 10 a.m. to 3 p.m. Eastern time. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The SEC maintains an Internet site at http://www.sec.gov/ where you can obtain most of our SEC filings. We also make available, free of charge, on our website at www.usmdinc.com, our annual, quarterly and current reports filed with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after they are filed electronically with the SEC.

PROPOSAL 1:

ELECTION OF DIRECTORS

Our Bylaws provide that our Board of Directors consist of no less than one, and no more than twelve, directors, as may be determined by resolution of the Board of Directors. The Board has currently fixed the authorized number of directors at eleven.

UANT Ventures, L.P., a Texas limited partnership (“Ventures”), owns 8,667,800, or 84.4%, of the issued and outstanding shares of common stock of the Company. The Company and Ventures entered into an Investor Rights Agreement on August 31, 2012. The Investor Rights Agreement requires that (i) the Company’s Board of Directors consist of no less than ten nor more than eleven directors; (ii) the Company nominate those persons that Ventures has designated to be members of our Board and that such nomination process be conducted in accordance with a framework set forth in the Ventures’ partnership agreement; (iii) the Company use its reasonable best efforts to cause our stockholders to vote in favor of the slate of directors nominated by Ventures; (iv) Ventures vote all shares of the Company’s common stock it owns to ensure that the persons nominated by the Company in accordance with the Investor Rights Agreement are elected to the Board; and (v) any vacancy in our Board be filled in a manner that causes the Company to remain in compliance with these requirements. The obligations in the Investor Rights Agreement terminate in the event that Ventures owns less than 50.1% of the outstanding shares of common stock of the Company.

At our Annual Meeting, our stockholders will elect a board consisting of eleven directors to serve until our 2016 annual meeting or until their respective successors are elected and qualified. Pursuant to the Investor Rights Agreement, Ventures has designated the individuals listed below to serve on our Board and, in accordance with the Investor Rights Agreement and our Bylaws, our Board has nominated these individuals to serve on our Board. All of the nominees are currently members of our Board, and each nominee has advised the Company of his or her availability and willingness to serve, if elected. You can learn more about the nominees under the subsection “Nominees for Election to the Board of Directors” below.

If any nominee is unable or unwilling to serve as a director at the time of the Annual Meeting, our Board may provide for a lesser number of directors to be elected or may designate a substitute nominee.

Vote Required

You may vote in favor of any or all of the nominees or you may withhold your vote as to any or all nominees. The election of directors requires the affirmative vote of a plurality of the votes cast by holders of shares entitled to vote on the matter. For purposes of determining the number of votes cast on the matter, only those votes cast “for” and “against” are included and abstentions are not counted when determining whether a nominee is elected. Under NASDAQ Capital Market rules, your broker does not have the authority to vote your shares of common stock on this matter if you have not given voting instructions. Broker non-votes, however, will have no effect on the election of a particular director.

Unless you instruct us otherwise or unless authority to vote is withheld, shares represented by executed proxies will be voted in favor of the election of the eleven nominees. If any of these nominees should be unable to act as a nominee for any reason and the Board nominates a substitute, the person holding your proxy will have the discretionary authority to vote for the election of the substitute. Proxies may not be voted for more than eleven nominees.

Board Recommendation

OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR EACH OF THE ELEVEN NOMINEES FOR ELECTION AS DIRECTORS.

Nominees for Election to the Board of Directors

John House, M.D. – Dr. House, age 60, is a board certified urologic surgeon and is the Chairman of the Board of Directors and Chief Executive Officer of the Company, positions he has held since May 7, 2010. Prior to that time, he served as Chairman and Chief Executive Officer of USMD Inc. until its acquisition by the Company in 2012. Dr. House was also a founder and served as managing partner of Urology Associates of North Texas, L.L.P., prior to its acquisition by the Company in 2012. He has served on the board of directors of USMD Hospital at Arlington and USMD Hospital at Fort Worth, both of which are acute care hospitals located in the North Texas area. As Chief Executive Officer of USMD Inc., Dr. House oversaw the operations and activities of U.S. Lithotripsy, L.P., a company that provides lithotripsy services under arrangements to hospitals and other healthcare providers, and USMD Cancer Treatment Centers, L.L.C., a wholly owned

subsidiary of the Company that develops, owns, operates and manages cancer treatment centers in Texas and other domestic locations. Dr. House is a diplomat of the American Board of Urology. He has been engaged in the practice of medicine since 1988. As founder, he brings over 25 years of unique knowledge, direction and perspective of the Company’s strategy and business to the Board of Directors.

Steven D. Brock, M.D. – Dr. Brock, age 62, is board certified in Internal Medicine and has practiced medicine since 1981. He received his undergraduate degree from Texas Tech University in 1974 and his medical degree from The University of Texas Medical Branch at Galveston in 1978. Dr. Brock completed his internship, then residency, in Internal Medicine in 1981 at University of Texas Medical Branch at Galveston. He is a founding member of The Medical Clinic of North Texas, P.A., a large multi-specialty group practice the Company acquired in 2012, and he serves on the Medical Executive Committee of USMD Hospital at Arlington. He also served as the President of Impel Management Services, L.L.C. from 1997 until its acquisition by the Company in 2012, and has served as a director of the Company since August 2012. Dr. Brock’s qualifications to serve on our Board include his many years of experience in practicing medicine and in managing a healthcare management and operations company.

Darcie Bundy – Ms. Bundy, age 63, is a summa cum laude graduate in Economics from Smith College and the London School of Economics and Political Science and was awarded her master’s degree with distinction from the School of Advanced International Studies at John Hopkins. Following graduate school, Ms. Bundy worked for a short time for Chase Manhattan, after which she joined ExxonMobil for a twenty-year career beginning as a Middle East specialist and including a wide variety of assignments of increasing management responsibility in government and public affairs, supply, marketing and investor relations, culminating with responsibility for the company’s global political risk assessments. In recent years, Ms. Bundy has focused much of her time on small-scale residential projects and on philanthropy, serving on several not-for-profit boards. She has served as a director of the Company since October 2012. Her qualifications to serve on our Board include her extensive experience in government relations and public affairs and her extensive experience in corporate risk management activities.

Breaux Castleman – Mr. Castleman, age 74, has an extensive history of management experience in the healthcare industry. He is currently a director and member of the audit committee of ISIS Pharmaceuticals, Inc. (a publicly held pharmaceutical drug development company). He served as chairman of the board of directors of Mela Sciences, Inc. (a publicly held medical device company) from 2003 to 2011. Since 2001, he has also served as president, chief executive officer and chairman of the board of directors of Syntiro Healthcare Services, Inc., a care management, wellness and disease management company. Previously he held positions as President of the Scripps Clinic, President of Caremark International’s Physician Resource Group and Chief Executive Officer of the Kelsey-Seybold Clinic. He has served as a director of the Company since July 2011. We believe Mr. Castleman’s qualifications to serve on our Board include his extensive executive experience in the healthcare industry as well as his extensive knowledge and experience as a board member of corporate governance and the responsibilities of directors.

M. Patrick Collini, M.D. – Dr. Collini, age 51, is a board certified urologic surgeon and has been engaged in the practice of medicine since 1997. He is currently the Chairman of the board of directors of USMD Hospital at Arlington. He was a partner and served on the executive committee of Urology Associates of North Texas, L.L.P. prior to its acquisition by the Company in 2012. Dr. Collini served as the Chairman of the Quality Assurance Committee of Medical Center of Arlington (2002-2006) and of USMD Hospital at Arlington (2004-2008). In addition, Dr. Collini served as the Chairman of the Department of Surgery at Methodist Mansfield Medical Center from 2006-2008, served as its President of its Medical Staff and on its Corporate Medical Board. Dr. Collini attended Baylor College of Medicine and completed an internship in general surgery at the University of Kentucky, where he also finished his urologic surgery residency. He served as a director of USMD Inc. prior to its acquisition by the Company in 2012, and has served as a director of the Company since July 2011. We believe Dr. Collini’s qualifications to serve on our Board include his many years of experience in the healthcare industry.

Charles Cook, M.D. – Dr. Cook, age 58, is a board certified orthopedic surgeon subspecializing in disorders of the foot and ankle. He has been engaged in private practice since 1988. He currently serves as a manager of Orthopedic Specialists, an orthopedic group practice located in Dallas, Texas. Dr. Cook received his undergraduate degree from Louisiana State University and medical degree from Louisiana State University Medical School, where he served as class officer and Alpha Omega Alpha president. He served as Clinical Assistant Professor at University of Texas Southwestern Medical Center in Dallas and continues to serve as teaching staff at the John Peter Smith Hospital orthopedic training program in Fort Worth, Texas. Dr. Cook also founded, and has served since its inception as president of, Orthopedic Surgery Association of North Texas. Dr. Cook served as a director of USMD Inc. for several years until its acquisition by the Company in 2012, and has served as a director of the Company and the Chairman of the Company’s Audit Committee since July 2011. We believe Dr. Cook’s qualifications to serve on our Board include his extensive experience in the healthcare industry.

Frederick Cummings, M.D. – Dr. Cummings, age 63, is an obstetrician and gynecologist and has been engaged in the practice of medicine since 1983. He was a physician of Medical Clinic of North Texas prior to its acquisition by the Company in 2012. Dr. Cummings was the Chairman of the board of directors at Denton Community Hospital from 1995 to 2004 and Chairman of the board of directors at Presbyterian Hospital of Denton from 2005 to 2007. Dr. Cummings received his medical degree from Howard University College of Medicine in Washington D.C. Dr. Cummings has served as a director of the Company since July 2014. We believe Dr. Cummings’ qualifications to serve on our Board include his extensive experience in the healthcare industry.

Russell Dickey, M.D. – Dr. Dickey, age 55, is a board certified obstetrician and gynecologist who has been in private practice in Arlington, Texas since 1990. Dr. Dickey graduated from the University of Texas Southwestern Medical School in 1986. He completed his residency training at the University of Texas Southwestern Parkland Memorial Hospital in 1990. There, he was selected as a Chief Resident and also won the Outstanding Teaching Resident award. Dr. Dickey has served in numerous leadership positions in the Arlington medical community, including Chairman of the Ob/Gyn department at Arlington Memorial Hospital and Chief of Staff at USMD Hospital at Arlington. Dr. Dickey has also served on the board of directors of USMD Arlington Hospital since its inception in 2003, and has served as the Chairman of Strategic Planning for The Medical Clinic of North Texas, P.A. and as a member of its board of directors prior to its acquisition by the Company in 2012. He has served as a director of the Company since August 2012. We believe Dr. Dickey’s qualifications to serve on our Board include his extensive experience in the healthcare industry.

Gary L. Rudin – Mr. Rudin, age 66, has over 30 years of experience in the information technology and services business. At Electronic Data Systems (“EDS”), over a 30-year period, Mr. Rudin rose through the ranks to Senior Corporate Vice President overseeing hundreds of customer relationships while managing three of EDS’s seven industries, including Healthcare, Government, and Energy, plus the geographies of Canada and Latin America. Mr. Rudin also sat on the EDS Global Operations Council, which oversaw all operations of EDS and later served as its Chief Information Officer. Mr. Rudin has previously served on the boards of the Tomas Rivera Policy Institute, Dallas Opera, Drake University, and Northwood Country Club. He currently serves on the Board of Sentinel Data Solutions, a privately-held information technology services corporation for the collections industry. Mr. Rudin has also provided information technology and leadership development consulting services. Mr. Rudin served as a consultant to USMD Inc. during 2011, and has served as a director of the Company since February 2012. He was hired to serve as President and Chief Operating Officer of the Company in December 2012. We believe Mr. Rudin’s qualifications to serve on our Board include his extensive executive and information technology experience as well as his extensive knowledge of corporate governance and the responsibilities of executives and directors.

James Saalfield, M.D. – Dr. Saalfield, age 70, is a board certified urologic surgeon and has been engaged in the practice of medicine since 1977. He is also a diplomat of the American Board of Urology and served as Clinical Instructor in Urology at Southwestern Medical School from 1979 to 1992. Dr. Saalfield served as president of the Medical and Surgical Clinic of Irving for nine years prior to joining Urology Associates of North Texas, L.L.P. as a partner. He also was chairman of the membership and credentials committee of Baylor Hospital-Irving for two years, served as a director of USMD Inc. prior to its acquisition by the Company in 2011, and has served as a director of the Company since July 2011. We believe Dr. Saalfield’s qualifications to serve on our Board of Directors include his many years of experience in the healthcare industry.

Paul Thompson, M.D. – Dr. Thompson, age 58, is a urologist who has practiced medicine for over 20 years. He was born and raised in St. Louis, Missouri and practiced medicine in Missouri for 20 years, where he served as Chief of Surgery and Chief of Staff at Southeast Missouri Hospital. From 2008 to 2014, Dr. Thompson served as chief executive officer of Cenegenics Dallas-Fort Worth, a certified age management medical practice. In 2015, he become the Chief Executive Officer of the Thompson Clinic of Health & Wellness. Dr. Thompson also serves as one of the authors for the certifying exam in Age Management Medicine. Dr. Thompson served as a director of USMD Inc. since its inception in 2007, and has served as a director of the Company since July 2011. We believe Dr. Thompson’s qualifications to serve on our Board of Directors include his many years of experience in the healthcare industry.

No family relationship exists among any of the directors and executive officers. Other than the Investor Rights Agreement, no arrangement or understanding exists between any director and any other person pursuant to which any director was selected as a director of the Company.

CORPORATE GOVERNANCE

Our Board is elected by our stockholders to govern the Company’s business and affairs. Our Board selects our executive officers, who are charged with conducting the Company’s business. The Board advises our executive officers and monitors their performance. Our Board also reviews the Company’s strategies, financial objectives and operating plans, plans for the succession of our executive management positions, and oversees our corporate compliance and risk management efforts. Our Board has full power to manage the Company’s business and affairs, and it oversees the Company’s overall performance on behalf of our stockholders. Our directors stay informed about our business through communications with our Board Chairman and Chief Executive Officer, communications with our President and Chief Operating Officer, who is also a director, through communications with our executive officers and other members of our management team, by reviewing materials provided to them and by participating in regularly scheduled Board meetings.

Investor Rights Agreement

Ventures owns 8,667,800, or 84.4%, of the issued and outstanding shares of common stock of the Company. Effective August 31, 2012, the Company and Ventures entered into an Investor Rights Agreement pursuant to which the Company agreed to follow certain procedures in nominating directors for election at any meeting of our stockholders. The Investor Rights Agreement requires that (i) the Company’s Board of Directors consist of no less than ten nor more than eleven directors; (ii) the Company nominate those persons that Ventures has designated to be members of our Board and that such nomination process be conducted in accordance with a framework set forth in the Ventures partnership agreement; (iii) the Company use its reasonable best efforts to cause our stockholders to vote in favor of the slate of directors nominated by Ventures; (iv) Ventures vote all shares of the Company’s common stock it owns to ensure that the persons nominated by the Company in accordance with the Investor Rights Agreement are elected to the Board; and (v) any vacancy in our Board be filled in a manner that causes the Company to remain in compliance with these requirements. The obligations in the Investor Rights Agreement terminate in the event that Ventures owns less than 50.1% of the outstanding shares of common stock of the Company.

Controlled Company

Because Ventures owns the majority of our issued and outstanding common stock, we are a “controlled company” within the meaning of the NASDAQ Capital Market corporate governance standards. Accordingly, we are not required to comply with certain generally applicable corporate governance standards, including the requirement that a majority of the Board consist of independent directors, and the requirement that we have independent director oversight of executive officer compensation and director nominations. Under the rules pertaining to “controlled companies,” we are required to have an audit committee made up entirely of independent directors, which we have established, but we are not required to establish a compensation committee or a nominating committee, and we have not done so.

Attendance at Board Meetings, Executive Sessions and Annual Meeting of Stockholders

Our Board held four Board of Director meetings in 2014. One director attended three of those four meetings, and otherwise all of the directors that were seated at the time of each meeting were in attendance at each meeting. Our Audit Committee met four times in 2014 and each director who was a member of our Audit Committee was in attendance at such meetings. Pursuant to our corporate governance principles and as required by NASDAQ Capital Market listing rules, our independent directors meet from time to time without the presence of management.

We have not adopted a policy requiring our Board members’ attendance at the annual meetings of our stockholders, although all directors are strongly encouraged to attend. Two of the directors attended our 2014 annual meeting.

Director Independence

Because Ventures owns a substantial majority of the Company’s issued and outstanding common stock, under the rules of the NASDAQ Capital Market, we are a “controlled company” and, as a “controlled company,” our Board is not required to have a majority of its members be “independent” as that term is defined by the applicable listing standards of the NASDAQ Capital Market.

Our Board has determined that each of Ms. Bundy, Dr. Cook and Mr. Castleman qualify as an “independent director” under the applicable listing standards of the NASDAQ Capital Market and the applicable rules of the SEC and that each such person is free of any relationship that would interfere with the individual exercise of his or her independent judgment. Our Board has further determined that each such person meets the independence requirements prescribed by the

SEC, including Rule 10A-3(b)(1) under the Exchange Act related to audit committee member independence. Our Board has determined that the remaining directors are not “independent” under the applicable listing standards of the NASDAQ Capital Market. Drs. House, Brock, Collini, Cummings, Dickey and Saalfield, and Mr. Rudin, are employed by the Company or one of its affiliates and thus are not considered “independent.” Dr. Thompson is not employed by the Company or its affiliates, but he is not considered “independent” because of certain subordinated notes due to him issued by the Company in connection with the Company’s purchase in 2007 of equity interests in an entity owned by Dr. Thompson.

Committees of the Board

Because Ventures owns the majority of our issued and outstanding common stock, we are a “controlled company” within the meaning of the NASDAQ Capital Market corporate governance standards. Under the rules pertaining to “controlled companies,” we are required to have an audit committee made up entirely of independent directors, which we have established, but we are not required to establish a compensation committee or a nominating committee, and we have not done so.

Our Board has established an Audit Committee, comprised of Dr. Cook, Ms. Bundy and Mr. Castleman. The Audit Committee is governed by a written charter. The full text of the Audit Committee charter is available on our website located at www.usmdinc.com or in print to any interested party who requests it. Requests should be sent in writing to the attention of the Secretary at USMD Holdings, Inc., 6333 North State Highway 161, Suite 200, Irving, Texas 75038.

The Audit Committee assists our Board in fulfilling its oversight responsibility relating to (i) the integrity of our financial statements and other financial information furnished by the Company, (ii) our compliance with legal and regulatory requirements, (iii) our system of internal accounting and financial controls, (iv) our independent registered public accounting firm’s qualifications, performance, compensation and independence, (v) the performance of our internal audit function, and (vi) compliance with our code of business conduct and ethics.

In fulfilling the duties outlined in its charter, the Audit Committee, among other things:

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selects, evaluates and, where appropriate, replaces our independent registered public accounting firm;

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reviews and approves the scope and fees for the annual audit by our independent registered public accounting firm and any requests for subsequent revisions in scope and fees and approves all non-audit related services provided by our independent registered public accounting firm;

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reviews and discusses with management and our independent registered public accounting firm, prior to release to the general public and legal and regulatory agencies, our annual audited financial statements and quarterly financial statements, including disclosures contained in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q under the section heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and matters required to be reviewed under applicable legal, regulatory or NASDAQ Capital Market listing requirements;

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approves all related party transactions (consistent with the definition of related party in SEC Regulation S-K, Item 404(a));

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reviews management’s report on internal control over financial reporting and discusses with management and our independent registered public accounting firm any significant deficiencies or material weaknesses in the design or operation of our internal controls;

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reviews management’s evaluation of the adequacy of the Company’s internal control structure and the extent to which major recommendations made by our independent registered public accounting firm have been implemented; and

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establishes procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls or auditing matters, including violations of our code of conduct.

Dr. Cook has served as Chairman of the Audit Committee since July 2011, and Mr. Castleman and Ms. Bundy have served as members of the Audit Committee since July 2011 and October 2012, respectively. Our Board has determined that each member of the Audit Committee meets the independence standards and other requirements of Audit Committee members prescribed by the NASDAQ Capital Market listing rules. In addition, our Board has determined that Mr. Castleman qualifies as an “audit committee financial expert” under Item 407 of Regulation S-K promulgated by the SEC.

Communications with Directors

All stockholders wishing to communicate with our directors may send written correspondence to our Board or to any individual director at the following address: USMD Holdings, Inc., 6333 North State Highway 161, Suite 200, Irving, Texas 75038. Any such written communication should indicate that you are a stockholder of the Company. Depending on the subject matter, we will either forward the communication to the director(s) to whom it is addressed, attempt to handle the inquiry directly or not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic. Correspondence marked confidential will not be opened prior to forwarding to the Board or any individual director.

Code of Business Conduct and Non-Retaliation Policy

We have adopted the USMD Holdings, Inc. Code of Conduct and Non-Retaliation Policy (the “Code of Conduct”), which applies to all of our directors, officers and employees. You can view the Code of Conduct on our website at www.usmdinc.com. A copy of the Code of Conduct will be provided in print without charge to all interested parties who submit a request in writing to USMD Holdings, Inc., 6333 North State Highway 161, Suite 200, Irving, Texas 75038, Attn: Corporate Communications.

Board Leadership Structure

Under our Bylaws, the Board of Directors selects its Chairman by a majority vote of the directors. Pursuant to the Investor Rights Agreement, however, Ventures has the authority to designate an individual to be appointed as Chairman, and the Company and Ventures have agreed to use their reasonable best efforts to ensure the individual designated to serve as Chairman is elected to that position. Ventures has designated Dr. House to serve as Chairman of the Board of Directors, and our Board has unanimously approved this appointment. Dr. House has served as Chairman and Chief Executive Officer of the Company since its formation on May 7, 2010.

We have not adopted a policy regarding whether the roles of Chairman of the Board and Chief Executive Officer should be separate or combined and, if separate, whether the Chief Executive Officer should be selected by the independent directors of the Company. However, we are obligated under the Investor Rights Agreement to use our reasonable best efforts to ensure the individual selected by Ventures is appointed as Chairman. In addition, the Board of Directors strongly believes that the most effective Board leadership structure is to have Dr. House serve as both Chairman and Chief Executive Officer. As discussed below, the Board of Directors believes that this leadership structure at the present time strikes the optimal balance between unified leadership and effective independent oversight.

The Company’s business is complex and it operates in a highly regulated market. Particularly with the uncertainty surrounding the current healthcare environment, the Board of Directors believes that it is best for the Company and its stockholders to have the same individual serve as Chairman and Chief Executive Officer. First, this structure promotes efficient board meetings. A combined Chairman and Chief Executive Officer acts as a bridge between management and the Board of Directors, encouraging strong information flows so that both groups act with a common purpose. Second, this structure facilitates short-term crisis management and long-term strategic planning. The Chief Executive Officer has an in-depth knowledge of the Company’s operations and the industries and markets in which the Company competes. As such, the Board of Directors believes that Dr. House, rather than an outside director, is in the best position to bring valuable insights, business issues and market opportunities and risks to the Board’s attention for review and deliberation. Third, this Board leadership structure promotes decisive, unified leadership. With a combined Chairman and Chief Executive Officer, there is clarity about responsibility and accountability. Most importantly, combining the Chairman and Chief Executive Officer builds a cohesive corporate culture, allowing the Company to speak with a single voice both inside and outside the Company.

The Company does not have a lead director and does not believe that appointing a lead director would materially impact the performance of the Board of Directors, as it currently employs a variety of structural and operational controls that serve the same purpose. For example, our Audit Committee chair acts as “presiding director” for Board of Directors’ discussions on topics within the sphere of the Audit Committee. All members of the Board of Directors are free to suggest the inclusion of items on Board of Directors and committee meeting agendas, and, to the fullest extent possible, all meeting materials and presentations are distributed to the Board of Directors in advance, allowing efficient use of time during meetings for questions and comprehensive deliberations. All members of the Board of Directors have direct and complete access to the Company’s management at all times, subject to reasonable time constraints and their judgment. Finally, the Audit Committee, comprised solely of independent directors, has the right at any time to retain independent outside financial, legal or other advisors.

Director Nomination Process and Director Qualifications

The Company has not implemented a formal policy regarding Board composition and diversity. Pursuant to the Investor Rights Agreement, the Company is obligated to nominate those persons that Ventures has designated to be members of our Board and to use its reasonable best efforts to cause our stockholders to vote in favor of such a slate of directors. As a result, the Board of Directors has determined that it is not necessary for the Company to have a nominating committee and, as a “controlled company” under the NASDAQ Capital Market listing rules, we are not required to establish one. Because we are obligated to nominate those persons Ventures has designated to be members of our Board pursuant to the Investor Rights Agreement, we do not have a policy regarding the consideration of director candidates recommended by stockholders. Although we would consider candidates for director recommended by our stockholders, we are obligated to comply by the terms of the Investor Rights Agreement to nominate those persons designated by Ventures.

As part of its periodic self-assessment process, however, the Board will determine the diversity of special skills and characteristics necessary for its optimal functioning in its oversight roles. The Company has not established specific, minimum qualifications for service on the Board of Directors but seeks to identify candidates with sound business judgment and knowledge in their fields of expertise. Identified and described below are additional key experiences, qualifications and skills that are important to Company’s business and that are currently considered in the selection of directors, which factors may change from time to time.

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Industry experience and education. We seek to have directors with relevant education, business expertise and experience as executives, directors, investors or in other leadership positions in the healthcare industry.

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Business experience. We believe that we benefit from having directors with a substantial degree of recent business experience.

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Leadership experience. We believe that directors with experience in significant leadership positions provide us with strategic insights. These directors generally possess a practical understanding of organizations, long-term strategy, risk management and the methods to drive change and growth, as well as the ability to identify and develop these qualities in others.

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Finance experience. We seek directors with an understanding of finance and financial reporting processes. We use financial measures to evaluate our performance as well as our attainment of financial performance targets. In addition, our Board and Audit Committee oversee the public disclosures required of us that include financial statements and related information.

Board Role in Risk Oversight

While risk management is primarily the responsibility of our management team, our Board is responsible for overall supervision of risk management efforts as they relate to the key business risks we face. Management identifies and assesses the risks most critical to our operations, routinely advises our Board regarding those matters, and makes recommendations regarding insurance and operational decisions to appropriately mitigate and manage risk. Areas of material risk may include operational, financial, legal and regulatory, human resources, information technology and security, and strategic and reputational risks. Our Board’s role in risk oversight is consistent with our leadership structure, with senior management having responsibility for assessing and managing risk exposure, and with our Board and its committees providing oversight as necessary in connection with those efforts.

TRANSACTIONS WITH RELATED PERSONS

Our Board recognizes that “transactions” with a “related person” (as such terms are defined in Item 404 of Regulation S-K) present a heightened risk of conflict of interest and, therefore, has adopted a written policy for disclosing and evaluating any potential conflicts of interests and related person transactions. These policies, overseen by our Chief Compliance Officer, establish procedures for the review of any transactions which may involve a conflict of interest and the approval and ratification of all related person transactions. Under this policy, our directors and executive officers are required to report any situation or transaction which might present a conflict of interest or qualify as a related party transaction. The Chief Compliance Officer submits related party transactions to the Board of Directors and the Audit Committee for evaluation and review. If the Board of Directors determines that a conflict of interest exists, the interested director/officer is prohibited from participating in any meeting, discussion or vote relating to his or her potential related party transaction. The Board of Directors may approve a related party transaction if a majority of the disinterested directors determines that the transaction is in the best interests of the Company, that the transaction is fair and reasonable to the Company and that the Company cannot obtain a more advantageous arrangement with reasonable efforts under the circumstances.

In addition to reporting promptly any situation that might present a conflict of interest or qualify as a related party transaction, the executive officers and directors are required to complete a questionnaire on an annual basis that requires them to disclose any related person transactions and potential conflicts of interest. The responses to these questionnaires are reviewed by our General Counsel and, if a potential related person transaction is reported by a director or executive officer, the questionnaire is submitted to the Chief Compliance Officer and the Audit Committee for review.

The Company has identified the following transactions that involved an amount greater than $120,000 in which a director or executive officer had a direct or indirect material interest.

We are indebted to Dr. House and Dr. Thompson in connection with the 2007 redemption of their partnership interests in U.S. Lithotripsy, LP. The highest amounts of indebtedness under these notes since January 1, 2014 were $2,553,189 to Dr. House and $1,278,029 to Dr. Thompson, and the note balances as of May 15, 2015 were $2,399,987 to Dr. House and $1,201,343 to Dr. Thompson. The notes are payable in equal monthly payments of principal and interest through October 31, 2018. The interest rate on the notes is 9% per annum, or 10% per annum in the event payment of an interest premium is triggered. The Company, Dr. House and Dr. Thompson entered into Forbearance Agreements pursuant to which the Company made no payments on these notes from April 1 through December 31, 2014 and any interest that accrued in this period but was not paid was added to the principal balances of the notes. During this period, accrued but unpaid interest of $169,616 and $84,903 were added to the principal balances of the notes to Dr. House and Dr. Thompson, respectively. Since January 1, 2015, the Company has been making payments under the notes; however, until payments under the notes are current, interest will continue to accrue on the full balance of the notes at the premium rate of 10%. Total principal paid from January 1, 2014 until May 15, 2015 was $257,855 to Dr. House and $129,072 to Dr. Thompson. Interest paid during that same period of time was $130,087 to Dr. House and $65,117 to Dr. Thompson.

In 2013, we purchased certain equity interests in USMD Hospital at Arlington from AOB Surgical Group, Ltd. In connection with this acquisition, we issued a 5% convertible subordinated note due in 2019 in the original principal amount of $3,894,742 to AOB Surgical Group, Ltd. Drs. Brock and Dickey are beneficial owners of AOB Surgical Group, Ltd. and, as such, have an indirect interest in the convertible note. Interest on the note is paid monthly at an interest rate of 5% per annum, and the principal balance is due in full at maturity on March 1, 2019. The note is convertible into shares of the Company’s common stock at a conversion rate of one share for each $23.37 of principal. The highest amount of indebtedness due under this note since January 1, 2014 was $3,894,742, and the note balance as of May 15, 2015 was $3,894,742. Interest paid on the note since January 1, 2014 was $258,760 and no principal has been paid on the note since issuance.

On April 29, 2015, we issued convertible subordinated notes due 2020 in the aggregate principal amount of $1,550,000. The issuance and sale of the notes was exempt from registration under the Securities Act of 1933, as amended, in reliance on Regulation D, promulgated under such act. Drs. Collini, Cook and House purchased $200,000, $250,000 and $250,000, respectively, of the convertible subordinated notes we issued. The notes mature on November 1, 2020 and bear interest at a rate of 7.25% per annum. Interest is paid monthly and principal is due in full at maturity. The note is convertible into shares of our common stock at a conversion rate of one share of common stock for each $10.61 of principal. The note balance as of May 15, 2015 was $200,000, $250,000 and $250,000 for Drs. Collini, Cook and House, respectively. No interest or principal has been paid on the notes since issuance.

Six of our directors – Drs. Brock, Collini, Cummings, Dickey, House and Saalfield – are licensed physicians who have entered into physician services agreements with USMD Affiliated Services, an affiliate of the Company. Pursuant to

these agreements, each of these directors is compensated for providing professional medical services to patients on behalf of USMD Affiliated Services. Each agreement has a ten-year term, but may be terminated by either party with or without cause upon 90 days’ written notice. In addition, each director also provided managerial and administrative services as a physician leader and was compensated for providing such services. Total compensation in 2014 relating to their employment as physicians for these directors (other than Dr. House, for whom such compensation is disclosed in the Summary Compensation Table) was as follows:


Director	Compensation received for providing professional medical services		Other compensation (1)		Total fees received
Steve Brock, M.D.	$	417,957	$	26,837	$	444,794
Patrick Collini, M.D.	$	373,552	$	16,793	$	390,345
Frederick Cummings, M.D.	$	652,074	$	63,282	$	715,356
Russell Dickey, M.D.	$	438,917	$	25,236	$	464,153
James Saalfield, M.D.	$	317,636	$	74,841	$	392,477

(1)	Compensation received for services as a physician administrator and other compensation such as employer safe harbor contributions to employee 401(k), employer contributions to employee health savings accounts and employer payment of employee term life insurance.

Neil House, the brother of Dr. John House, serves as President of U.S. Lithotripsy, L.P. Neil House assumed this position on May 3, 2013, and prior to that time he served as Vice President of Operations for U.S. Lithotripsy, L.P. Neil House is an at-will employee of the Company, and in fiscal year 2014 he earned compensation for his services in the amount of $188,099.

Steve House, the brother of Dr. John House, served as President of U.S. Lithotripsy, L.P. from January 1, 2013 through May 3, 2013, during which time he was an at-will employee of the Company. In addition, in December 2013, Steve House contracted with the Company to provide management consulting services for U.S. Lithotripsy, L.P. During fiscal year 2014, Steve House earned consulting fees from the Company in the aggregate amount of $66,369.

Eric House, the son of Dr. John House, serves as the Senior Vice President of Development for USMD Cancer Treatment Centers, L.L.C. Eric House is an at-will employee of the Company, and in fiscal year 2014 he earned compensation for his services in the amount of $178,824.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors and executive officers, as well as persons who own more than 10% of our outstanding common stock, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of shares of our common stock. Based on our review of copies of those reports, we are required to disclose in our proxy statement failures to report shares beneficially owned, changes in beneficial ownership and failures to timely file required reports during the previous year.

To our knowledge, based solely on a review of the copies of such reports furnished to us and representations by the persons required to file reports under Section 16(a) of the Exchange Act, during the fiscal year ended December 31, 2014, all Section 16(a) filing requirements applicable to our executive officers, directors and beneficial owners during fiscal 2014 were met with the exception of the following: Drs. Dickey and Brock each inadvertently failed to file timely three reports on Form 4 reporting three transactions, and Drs. Collini, Cook, House, Saalfield and Thompson, Ms. Bundy and Messrs. Castleman and Rudin each inadvertently failed to file timely two reports on Form 4 reporting two transactions.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table summarizes certain information regarding the beneficial ownership of our outstanding common stock, as of May 15, 2015 by: (1) all persons that we know are beneficial owners of more than 5% of our common stock; (2) each director and director nominee; (3) each of the named executive officers included in the Summary Compensation Table included in this proxy statement; and (4) all directors and named executive officers as a group. Except as otherwise indicated, and subject to applicable community property laws, each owner has sole voting and sole investment powers with respect to all shares beneficially owned.


Name and Address of Beneficial Owner (1)	Shares Beneficially Owned (2)		Percentage Ownership
5% or more beneficial owners
UANT Ventures, L.P. (3)		8,736,782		84.44	%
John M. House, M.D. (4)		830,142		8.02	%
Directors (excluding Dr. House)
Steven Brock, M.D. (5)		47,734		0.46	%
Darcie Bundy		6,498		0.06	%
Breaux Castleman		7,102		0.07	%
Patrick Collini, M.D. (6)		142,405		1.38	%
Charles Cook, M.D. (7)		152,220		1.47	%
Frederick Cummings, M.D. (8)		35,604		0.34	%
Russell Dickey, M.D. (9)		85,590		0.83	%
Gary Rudin (10)		85,515		0.83	%
James Saalfield, M.D. (11)		141,094		1.36	%
Paul Thompson, M.D. (12)		446,404		4.31	%
Named Executive Officers (excluding Dr. House)
Michael Bukosky (13)		43,245		0.42	%
Carolyn Jones (14)		23,074		0.22	%
Executive officers and directors as a group (13 persons) (15)		2,046,627		19.78	%

(1)	Unless otherwise noted, the address of each person listed is 6333 North State Highway 161, Suite 200, Irving, Texas 75038.

(2)

Includes for each executive officer and director who is a partner of UANT Ventures, L.P. his or her pecuniary interest in the shares and options owned by UANT Ventures, L.P. Each executive officer or director who is a partner of UANT Ventures, L.P. has shared voting power and shared investment power with respect to his or her pecuniary interest in the shares or options owned by UANT Ventures, L.P.

(3)	Represents 8,667,800 shares held directly and options exercisable within 60 days to purchase 68,982 shares held directly.

(4)	Represents 71,656 shares held directly, 743,425 shares held indirectly through UANT Ventures, L.P., 13,248 shares held indirectly through John M. House, MD, P.A. and options exercisable within 60 days to purchase 1,813 shares held indirectly through UANT Ventures, L.P.

(5)

Represents 7,161 shares held directly and 34,823 shares held indirectly through UANT Ventures, L.P. The Company issued a 5% convertible subordinated note due in 2019 in the original principal amount of $3,894,742 to AOB Surgical Group, Ltd., an entity in which Dr. Brock is a beneficial owner. The note is convertible into shares of the Company’s common stock and, upon conversion of the unpaid principal balance of the note, Dr. Brock would be the beneficial owner of 5,750 shares held indirectly through AOB Surgical Group, Ltd.

(6)	Represents 6,789 shares held directly, 13,248 shares held indirectly through M. Patrick Collini, MD, P.A., 120,623 shares held indirectly through UANT Ventures, L.P. and options exercisable within 60 days to purchase 1,745 shares held indirectly through UANT Ventures, L.P.

(7)	Represents 21,014 shares held directly and 131,206 shares held indirectly through UANT Ventures, L.P.

(8)	Represents 4,989 shares held directly and 30,615 shares held indirectly through UANT Ventures, L.P.

(9)

Represents 17,881 shares held directly and 33,211 shares held indirectly through UANT Ventures, L.P. The Company issued a 5% convertible subordinated note due in 2019 in the original principal amount of $3,894,742 to AOB Surgical Group, Ltd., an entity in which Dr. Dickey is a beneficial owner. The note is convertible into shares of the Company’s common stock and, upon conversion of the unpaid principal balance of the note, Dr. Dickey would be the beneficial owner of 34,498 shares held indirectly through AOB Surgical Group, Ltd.

(10)	Represents 13,515 shares held directly and options exercisable within 60 days to purchase 72,000 shares held directly.

(11)	Represents 6,932 shares held directly, 13,248 shares held indirectly through James G. Saalfield MD, P.A., 119,132 shares held indirectly through UANT Ventures, L.P. and options exercisable within 60 days to purchase 1,782 shares held indirectly through UANT Ventures, L.P.

(12)	Represents 37,127 shares held directly and 409,277 shares held indirectly through UANT Ventures, L.P.

(13)	Represents 3,245 shares held directly and options exercisable within 60 days to purchase 40,000 shares held directly.

(14)	Represents 3,074 shares held directly and options exercisable within 60 days to purchase 20,000 shares held directly.

(15)	Includes options exercisable within 60 days to purchase 137,340 shares.

EXECUTIVE OFFICERS

The following table identifies our executive officers as of the date of this proxy statement and the positions they hold. Our Board appoints all of our executive officers, who hold office until their respective successors are elected and qualified.


Name	Age	Current Position(s)
John House, M.D.	60	Chairman of the Board and Chief Executive Officer
Gary L. Rudin	66	President and Chief Operating Officer
Michael Bukosky	61	Executive Vice President and Chief Administrative Officer
Richard Johnston, M.D.	66	Executive Vice President and Chief Physician Officer
Carolyn Jones (1)	67	Chief Financial Officer and Chief Accounting Officer

(1)

On May 11, 2015, Carolyn Jones resigned from her positions as Chief Financial Officer and Chief Accounting Officer of the Company, effective as of May 31, 2015. Upon Ms. Jones’ resignation, the Company appointed Michael Dooley to serve as its interim Chief Financial Officer and Chief Accounting Officer, effective as of June 1, 2015. Mr. Dooley will serve as the interim Chief Financial Officer and Chief Accounting Officer while the Board of Directors conducts a search to fill those positions.

For information on the business experience of Dr. House and Mr. Rudin, see “PROPOSAL #1: ELECTION OF DIRECTORS— Nominees for Election to the Board of Directors” above.

Michael Bukosky – Mr. Bukosky has more than 35 years of experience in hospital and clinic and physician group administration and operations. Prior to joining the Company, Mr. Bukosky was Chief Executive Officer of the University of Louisville Physicians, the largest, multi-specialty physician practice group in Louisville. Mr. Bukosky has also served as executive vice president and Chief Administrative Officer of Carle Clinic Association, and he has more than 20 years of experience working in administration at Scott and White. He is active in the American Medical Group Association (“AMGA”), a trade association representing more than 130,000 physicians who provide healthcare services to more than 120 million patients. He has served as AMGA’s chairman of the board, secretary and treasurer, and he is actively involved with the Public Policy Committee, which represents more than 100,000 physicians nationally in matters of governmental policy. Mr. Bukosky received a Bachelor of Science in Business Administration and Accounting from Kings College in Wilkes-Barre, Pennsylvania, and his Master’s degree in Healthcare Administration from Southwest Texas State University in San Marcos, Texas.

Carolyn Jones – Ms. Jones, a certified public accountant, will serve as our Chief Financial Officer and Chief Accounting Officer until May 31, 2015. Ms. Jones served as our interim Chief Financial Officer prior to becoming Executive Vice President and Chief Financial Officer in January, 2014. Previously, Ms. Jones was affiliated with the Tatum division of Ranstad Professionals US, LP. During her time there, she completed assignments as interim financial executive for several Tatum clients and Fortune 500 companies, including serving as interim Vice President of Financial Planning and Analysis for Tenet Healthcare Corporation and interim Chief Financial Officer of the Dallas Independent School District. Prior to her time with Tatum, Ms. Jones served as co-founder of Jones & Co., a financial consulting firm serving major clients in the healthcare industry. She also has experience serving as Vice President of Financial Planning and Analysis for PacifiCare of California, as interim divisional Chief Financial Officer for Blue Shield of CA, and with First Interstate Bank and PriceWaterhouseCoopers. Ms. Jones received a B.A. in English from the Louisiana State University in New Orleans and later studied finance and accounting at that institution. She also received a Master’s Degree in Linguistics/TESOL from the University of Texas at Arlington in 2012. Ms. Jones is licensed as a CPA in Texas and Louisiana.

Michael Dooley – Mr. Dooley, age 65, will serve as our Interim Chief Financial Officer and Chief Accounting Officer effective June 1, 2015. Mr. Dooley began his career with Peat Marwick, Mitchell, & Co (now KPMG) in Albany, New York where he served as a staff auditor and Supervising Senior. After leaving Peat Marwick, he spent several years with Hospital Corporation of America (“HCA”). While with HCA, Mr. Dooley served a rotation in Colnbrook, United Kingdom as a contract compliance officer, as a district controller with responsibility for acute care hospitals in New York, New Jersey and Rhode Island and, finally, as the Chief Financial Officer of HCA’s largest owned hospital in Richmond Virginia. Mr. Dooley served as the Chief Financial Officer and Treasurer of the Franciscan Sisters of Allegany Health System, a nine hospital faith-based multihospital system headquartered in Tampa, Florida, which merged with two other Catholic Systems to form Catholic Health East, a successor organization to the Franciscan Sisters of Allegany Health System. Following his work with Franciscan Health and Catholic Health East, Mr. Dooley served as the Chief Financial Officer of the Hospital Division

of MedCath Corporation. Since that time, he has served in a number of interim roles including assignments as the Regional Chief Financial Officer for Bon Secours Health System, the Regional Chief Financial Officer of University Community Hospital in Tampa, and other assignments in Alabama and Michigan for Quorum Health, and with Hunter Group at an Ascension Health Facility in Washington DC.

Richard C. Johnston, M.D. – Dr. Johnston graduated from Texas Tech University School of Medicine in 1975 and completed his Internal Medicine residency in 1978 at Austin Breckenridge Hospital. He has been in private practice in the Dallas/Fort Worth area since 1978, and from 2006 until 2012 he served as the President of The Medical Clinic of North Texas, P.A. Dr. Johnston also served as the first Chief of Staff at Las Colinas Medical Center where he now has an internal medicine practice. In his role as Chief Physician Officer, Dr. Johnston also helps lead the Company’s physicians in fulfilling their mission of improving community health. He has served as the Company’s Chief Physician Officer since September 1, 2012.

EXECUTIVE COMPENSATION

In this section we provide detailed information regarding compensation paid to each named executive officer. Our named executive officers are our Chief Executive Officer and our two most highly compensated executive officers of the Company as of the most recently completed fiscal year. Our named executive officers for fiscal year 2014 were:

John House, M.D – Chairman of the Board and Chief Executive Officer

Michael Bukosky – Executive Vice President and Chief Administrative Officer

Carolyn Jones – Executive Vice President, Chief Financial Officer and Chief Accounting Officer

Compensation Philosophy

The Board appoints executive officers to certain positions with specific job responsibilities and authorities and seeks to set individual executive compensation at a relative level commensurate with their new roles and responsibilities. The Board evaluates the role and responsibilities of its executive officers as well as their performance in achieving the Company’s overall business objectives.

Our executive compensation program is designed with two primary objectives in mind:

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Attracting, retaining and motivating executives critical to our financial stability and future success; and

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Rewarding executives for meeting financial, operational and individual performance goals and taking effective actions that are expected to increase stockholder value over time.

The Company’s goal is to design compensation for its executive officers based on prevailing market conditions in the Southwest United States for a company of its size in the healthcare industry. Our executive compensation structure is keyed to the growth of our business rather than the achievement of short-term performance measures. In addition, our executive management team collectively own a significant amount of the Company’s securities, which we believe ensures that their interests are properly aligned with those of our other stockholders. Consistent with these objectives, we offer our executive officers a mix of base salary, employee benefits, bonus compensation and, in certain cases, employment and/or severance contracts.

Base salaries of our executive officers are intended to attract and retain executives (as part of the total compensation package) by providing a competitive base level of compensation. Base salaries are reviewed by our Board on at least an annual basis, as well as in connection with the hiring of a new executive from outside the Company or a promotion or other changes in an incumbent executive’s job responsibilities. Base salaries of executive officers are determined by evaluating the responsibilities of the position, the experience and performance of the individual and by reference to the competitive marketplace median for corporate executives in comparable positions (similarity in scope, duties and responsibilities).

Our executive officers are eligible to participate in the 2010 USMD Holdings, Inc. Equity Compensation Plan and may be granted equity awards under the plan as determined by our Board. In addition, each executive officer participates in our Salary Deferral Plan, pursuant to which payment of a predetermined portion of such executive officer’s base salary is deferred to the end of each calendar quarter and is paid at that time in the form of cash, shares of common stock or a combination of both, as determined by the plan administrators.

Our executive officers are also eligible to participate in our other employee benefits programs on the same terms as our eligible non-executive employees. The Company does not provide any material executive perquisites. Unexercised stock options held by our executive officers expire 90 days following their termination, which are the same terms that apply to our non-executive employees.

Material Terms of Employment Contracts of Named Executive Officers

John House, M.D., Chairman and Chief Executive Officer

Dr. House is currently Chairman of the Company’s Board and Chief Executive Officer of the Company, and he provides professional medical services as a physician employee of USMD Affiliated Services, an affiliate of the Company. He is compensated by the Company or an affiliate of the Company for all of these services. Dr. House’s written agreement with the Company provides that the compensation he receives for his services as Chief Executive Officer of the Company

will consist of (i) an annual base compensation of $380,000, minus (ii) an amount equal to the compensation Dr. House received from USMD Affiliated Services for rendering professional services as a physician. Based upon this methodology, in 2014 and 2013, Dr. House earned $380,000 and $342,000, respectively, as compensation for serving as the Chief Executive Officer of the Company.

Dr. House has also entered into a physician services agreement with USMD Affiliated Services, an affiliate of the Company, pursuant to which Dr. House is compensated for providing professional medical services to patients on behalf of USMD Affiliated Services. The agreement has a ten-year term but may be terminated by either party with or without cause upon 90 days’ written notice. Under the terms of this agreement, Dr. House receives compensation for providing medical services to patients based upon the aggregate amount of revenues generated by USMD Affiliated Services’ physicians and his achievement of certain patient satisfaction and quality metrics. Based on this methodology, in 2014 and 2013, Dr. House received $0 and $37,200, respectively, in physician compensation from USMD Affiliated Services pursuant to his physician services agreement.

Other Named Executive Officers

Neither Mr. Bukosky nor Ms. Jones has entered into a written employment agreement with the Company, and we do not intend at this time to enter into employment contracts with either executive officer. The Company routinely evaluates its executive management structure and contracting process and the Board may determine it is in the best interest of the Company to enter into such an agreement in the future.

Severance Agreements

Michael Bukosky, Executive Vice President and Chief Administrative Officer

Mr. Bukosky has entered into a severance agreement with the Company. Under the terms of the severance agreement, if Mr. Bukosky’s employment is terminated by the Company for any reason other than a “Termination for Cause” (as defined in the severance agreement) or if he terminates his employment in a “Termination for Good Reason” (as defined in the severance agreement), Mr. Bukosky will receive a separation payment equal to 12 months of base salary if the termination occurs during the first two years after the commencement of his employment with the Company, or 18 months of base salary if the termination occurs more than two years after the commencement of his employment with the Company. This severance payment is subject to Mr. Bukosky’s execution of a release agreement releasing the Company and its affiliates from any claims arising out of his employment with the Company.

Carolyn Jones, Executive Vice President, Chief Financial Officer and Chief Accounting Officer

In connection with her resignation effective May 31, 2015, Ms. Jones has entered into a separation agreement with the Company. Under the terms of the separation agreement, the Company will pay Ms. Jones a separation payment of $180,000, paid in six monthly installments of $30,000 each, and Ms. Jones will release the Company and its affiliates from any claims arising out of her employment with the Company.

Other Named Executive Officers

Dr. House is not party to a severance agreement with the Company, and we do not anticipate at this time entering into such an agreement. We routinely evaluate the costs and benefits of providing severance benefits to our executives and could at a future time determine to enter into such a severance agreement.

Summary Compensation Table

The following table summarizes the compensation earned by, awarded to or paid to our named executive officers in the years ended December 31, 2014 and 2013. As we are a smaller reporting company, our “named executive officers” include our principal executive officer and our two most highly compensated executive officers other than our principal executive officer who were serving as executive officers at the end of fiscal year 2014.


Name and Principal Position	Year		Salary			Bonus		Stock Awards (1)			Option Awards (1)			All Other Compensation (2)		Total
John M. House, M.D.
Chairman of the Board and Chief Executive Officer		2013 2014	$ $	465,223 360,508	(3) (3)	$ $	— —	$ $	7,077 133,856	(4) (5)	$ $	— —		$ $	11,678 24,566	$ $	483,978 518,930

Michael Bukosky
Executive Vice President and Chief Administrative Officer		2013 2014	$ $	— 305,030	(6)	$ $	— —	$ $	— 9,293	(6)(7)	$ $	— 584,000	(8)	$ $	— 11,755	$ $	— 910,078

Carolyn Jones
Executive Vice President, Chief Financial Officer and Chief Accounting Officer		2013 2014	$ $	225,000 348,508	(9) (10)	$ $	— —	$ $	— 8,804	(10)(11)	$ $	— 436,000	(12)	$ $	— 7,934	$ $	225,000 801,246

(1)

The amounts reported in this column reflect the aggregate grant date fair value of the stock awards and option awards granted under the Plan. The amount is determined in accordance with Accounting Standards Codification Topic 718. The actual amount of compensation realized, if any, by our named executive officers may differ from the amounts presented in the table.

(2)	Represents other compensation to the named executive officers, such as employer safe harbor contributions to employee 401(k), employer contributions to employee health savings accounts and employer payment of employee medical and term life insurance.

(3)	Represents compensation for the following services:


Compensation for services as:	2014		2013
Director and Chairman of the Board	$	—	$	84,923
Chief Executive Officer	$	360,508	$	342,800
Practicing physician	$	—	$	37,500

	$	360,508	$	465,223

Pursuant to the Salary Deferral Plan, $56,596 of Dr. House’s salary was paid in shares of common stock and is not included in this amount. All director compensation in 2014 was paid in shares of common stock.

(4)	Represents stock awards earned for services provided as the Chairman of the Board of Directors in 2013 that were paid in 2014.

(5)

Represents stock awards of $50,988 earned and paid in 2014 and $82,868 earned in 2014 and paid in 2015. Pursuant to the Salary Deferral Plan, $56,596 of Dr. House’s salary for his service as Chief Executive Officer was paid in shares of common stock with a grant date fair value of $45,486. All director compensation earned by Dr. House in 2014 for his service on the Board, totaling $88,370, was paid in shares of common stock.

(6)	Pursuant to the Salary Deferral Plan, $11,562 of Mr. Bukosky’s salary was paid in shares of common stock with a grant date fair value of $9,293.

(7)	Represents stock awards earned in 2014 that were paid in 2015.

(8)	Represents options to purchase 100,000 shares of common stock granted in 2014.

(9)	During 2013, Ms. Jones was engaged by the Company as the interim Chief Financial Officer on a consulting basis. The compensation reported represents compensation paid to the consulting firm that employed Ms. Jones during such period of time.

(10)	Pursuant to the Salary Deferral Plan, $10,954 of Ms. Jones’ salary was paid in shares of common stock with a grant date fair value of $8,804.

(11)	Represents stock awards earned in 2014 that were paid in 2015.

(12)	Represents options to purchase 50,000 shares of common stock granted in 2014.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding equity-based awards granted by the Company as of December 31, 2014 to our named executive officers.


Name	Number of Securities Underlying Unexercised Options - (#) Exercisable		Number of Securities Underlying Unexercised Options - (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options		Option Exercise Price)		Option Expiration Date
John M. House, M.D.
Chairman of the Board and Chief Executive Officer		—		—		—		—		—
Michael Bukosky (1)
Executive Vice President and Chief Administrative Officer		20,000		80,000		—	$	15.54		3/7/22
Carolyn Jones (2)
Executive Vice President, Chief Financial Officer and Chief Accounting Officer		10,000		40,000		—	$	20.67		1/6/22

(1)

Mr. Bukosky was awarded options to purchase 100,000 shares of common stock under the 2010 USMD Holdings, Inc. Equity Compensation Plan. The grant date of the options was March 7, 2014 and the strike price is $15.54. Options for 20,000 shares vested on the grant date and the remaining options vest at a rate of 20,000 shares per year on the first day of each calendar year, beginning on January 1, 2015, until fully vested. The options expire on March 7, 2022.

(2)

Ms. Jones was awarded options to purchase 50,000 shares of common stock under the 2010 USMD Holdings, Inc. Equity Compensation Plan. The grant date of the options was January 6, 2014 and the strike price is $20.67. Options for 10,000 shares became exercisable on January 6, 2014, and the remaining options vest at a rate of 10,000 per year on the first day of each calendar year, beginning on January 1, 2015 until fully vested. The options will expire on January 6, 2022.

DIRECTOR COMPENSATION

The Board of Directors is responsible for the overall management and direction of the Company’s operations. The Board of Directors has established a compensation plan to provide for compensation for individuals who serve in the capacity of a director. Director compensation consists of an annual retainer, meeting attendance fees, fees for service on the Audit Committee and potential awards of equity compensation.

Two of our directors, Dr. House and Mr. Rudin, are also members of our executive management team. These two individuals receive compensation for their services as a director in addition to any employment compensation they may receive for providing non-directorial services to the Company. Below is a summary of director compensation.

Director Compensation Policy

Annual Retainer for Directors and Board Chairman- Each director receives an annual retainer of $40,000 for his or her services to the Board. The Chairman of the Board receives an additional $40,000 stipend, or a total annual retainer of $80,000.

Meeting Attendance- Each director receives $3,000 for each Board meeting that the director attends in person or, alternatively, $1,500 for each Board meeting the director attends telephonically or electronically.

Audit Committee Stipends- Each director serving on the Audit Committee receives an annual stipend of $15,000. The Chairman of the Audit Committee also receives an additional $15,000 stipend, or a total stipend of $30,000, for services as Chairman of the Audit Committee.

Equity Compensation- Each director may, in the future, be eligible to receive options to purchase up to 25,000 shares of the Company’s common stock but only upon the achievement by the Company of certain financial performance

targets established by the Board. The Board did not establish financial performance targets for 2014 and did not pay any such equity compensation to its directors. The Board has not established any such financial performance targets for calendar year 2015.

Payment of Board Compensation in Cash or Stock

Effective September 1, 2012, the Board of Directors authorized its Chairman to pay director compensation to directors in the form of either cash or common stock of the Company. Effective November 20, 2013, the Chairman exercised this discretion and advised the directors that director compensation from that day forward would be paid in common stock of the Company until further notice. For purposes of determining the number of shares to issue to directors as board compensation, the price of a share of the Company’s common stock was established as the greater of (a) the average closing price of a share of the Company’s common stock on each trading day for the 30 calendar day period ending on the grant date, or (b) the closing price of a share of the Company’s common stock on the grant date.

Directors’ Compensation Table

The following table summarizes the compensation earned by or paid to directors for the fiscal year ended December 31, 2014. Director compensation for Dr. House is excluded from this table because he is a named executive officer whose total compensation from the Company in fiscal year 2014 is disclosed in the Summary Compensation Table for executive officers above.


	Stock Awards (1)		Total
Steven Brock, M.D.	$	49,962	$	49,962
Darcie Bundy	$	64,371	$	64,371
Breaux Castleman	$	64,371	$	64,371
M. Patrick Collini, M.D.	$	49,962	$	49,962
Charles Cook, M.D.	$	78,781	$	78,781
Frederick Cummings, M.D. (2)	$	25,201	$	25,201
Russell Dickey, M.D.	$	49,962	$	49,962
Gary Rudin	$	46,962	$	46,962
James Saalfield, M.D.	$	49,962	$	49,962
Paul Thompson, M.D.	$	49,962	$	49,962
Khang Tran, M.D. (2)	$	24,762	$	24,762

(1)

Since November 20, 2013, directors have been compensated in shares of common stock in lieu of cash. The amounts reported in this column reflect the aggregate grant date fair value of the stock awards granted under the USMD Holdings, Inc. 2010 Equity Compensation Plan for services rendered as a member of the Board. The amount is determined in accordance with Accounting Standards Codification Topic 718. The actual amount of compensation realized, if any, by our directors may differ from the amounts presented in the table. The conversion of board compensation to common stock of the Company generally results in recorded amounts that differ from the compensation amounts described above under “Director Compensation Policy.”

(2)	In fiscal year 2014, Dr. Tran resigned as a director and Dr. Cummings was appointed a director. The compensation in the table reflects director compensation paid to each for his partial year of service.

AUDIT COMMITTEE REPORT TO STOCKHOLDERS

The Audit Committee is comprised of the three members named below, each of whom meets the independence, financial literacy and experience requirements contained in the corporate governance listing standards of the NASDAQ Capital Market relating to audit committees. In addition, our Board has determined that Mr. Castleman qualifies as an “audit committee financial expert” under the regulations of the SEC.

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board and operates under a written charter, approved by the Audit Committee and ratified by the Board. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements in the Annual Report on Form 10-K for the year ended December 31, 2014 with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

The Audit Committee reviewed with Grant Thornton, L.L.P. (“Grant Thornton”), the independent registered public accounting firm responsible for expressing an opinion on the conformity of the Company’s audited financial statements with accounting principles generally accepted in the United States, their judgments as to the quality, not just the acceptability, of the Company’s accounting practices and processes. The Audit Committee also has discussed with Grant Thornton certain matters required to be discussed by the Statement on Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T, Communication with Audit Committees. The Audit Committee has received the written disclosures and the letter from Grant Thornton required by the Public Company Accounting Oversight Board regarding an independent accountant’s communications with the audit committee concerning independence, has discussed with Grant Thornton its independence from the Company and its management and has considered whether Grant Thornton’s provision of any other non-audit services to the Company is or was compatible with maintaining its independence.

The Audit Committee discussed with the Grant Thornton the overall scope and plans for their audit. In addition, the Audit Committee met with Grant Thornton, both with and without management present, to discuss the results of their examination, their evaluation of the Company’s internal control over financial reporting and the overall quality of the Company’s financial reporting for the year ended December 31, 2014.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements and management’s report on internal control over financial reporting be included in the Annual Report on Form 10-K for the year ended December 31, 2014. The Audit Committee has determined that no non-audit services provided by Grant Thornton were incompatible with maintaining Grant Thornton’s independence. The Audit Committee and the Board have also recommended, subject to stockholder ratification, the selection of Grant Thornton as the Company’s independent registered public accounting firm for the year ending December 31, 2015.

Respectfully Submitted,

Members of the Audit Committee

Charles Cook, M.D., Chairman

Breaux Castleman

Darcie Bundy

PROPOSAL NO. 2:

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR

2015

The Audit Committee has appointed Grant Thornton, L.L.P. as our independent registered public accounting firm to audit our consolidated financial statements for the year ended December 31, 2015. Although we are not required to seek stockholder approval of this appointment, the Board has determined it to be sound corporate governance to do so. If the appointment is not ratified by stockholders, the Audit Committee will investigate the possible bases for the negative vote and will reconsider the appointment in light of the results of its investigation.

We expect that a representative of Grant Thornton will be present at the Annual Meeting. If present, the representative will be given the opportunity to make a statement on behalf of Grant Thornton if the representative so desires, and the representative will be available to respond to appropriate stockholder questions.

Votes Required

Ratification of the appointment of Grant Thornton as the Company’s independent registered public accounting firm requires the affirmative vote of a majority of the shares entitled to vote, present in person or represented by proxy at the annual meeting. Under NASDAQ Capital Market listing rules, brokers have the discretionary authority to vote your shares of common stock even if you have not given voting instructions. Abstentions will have the same effect as a vote against this proposal. Unless you instruct us otherwise or unless authority to vote is withheld, shares represented by executed proxies will be voted in favor of the ratification of Grant Thornton as the Company’s independent registered public accounting firm for 2015.

Board Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE AUDIT COMMITTEE’S APPOINTMENT OF GRANT THORNTON AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Fees to Independent Registered Public Accounting Firm

We understand the need for Grant Thornton to maintain objectivity and independence in its audit of our financial statements. To minimize relationships that could appear to impair the objectivity of Grant Thornton, the Company utilizes Grant Thornton only for audit services.

The aggregate fees and expenses billed for professional services rendered by Grant Thornton for the years ended December 31, 2014 and 2013 were as follows:


Type of Fees	2014		2013
Audit Fees	$	575,646	$	601,800
Audit-Related Fees	$	17,490	$	15,412
Tax Fees	$	—	$	—
Other Fees	$	—	$	—

Total	$	593,136	$	617,212

“Audit Fees” are fees for the audit of our consolidated financial statements included in Form 10-K, review of our condensed consolidated financial statements included in Form 10-Q, SEC registration statements and services that are normally provided by the accountant in connection with our statutory and regulatory filings or engagements.

“Audit-Related Fees” consists primarily of professional services rendered in connection with the audit of employee benefit plans, billed during the years ended December 31, 2014 and 2013.

“Tax Fees” are fees related to the Company’s tax compliance, tax advice or tax planning services. Grant Thornton did not provide any such services in 2014 or 2013.

“Other Fees” are fees for any services not included in the first two categories. There are no fees that fell into the classification of “Other Fees” in 2014 or 2013.

Pre-Approval Policy

Consistent with SEC policies regarding auditor independence and the Audit Committee Charter, the Audit Committee has responsibility for engaging, setting compensation for and reviewing the performance of our independent registered public accounting firm. All of the services performed by Grant Thornton in 2014 and 2013 were pre-approved. Pre-approval is provided at regularly scheduled Audit Committee meetings; however, the authority to pre-approve services between meetings, as necessary, has been delegated to the Chairman of the Audit Committee, subject to formal approval by the Audit Committee at the next regularly scheduled meeting.

STOCKHOLDER PROPOSALS FOR THE 2016 ANNUAL MEETING

Stockholder Proposals Submitted Pursuant to SEC Rule 14a-8 for Inclusion in Next Year’s Proxy Statement. Stockholders may submit proposals for inclusion in the proxy materials. These proposal must meet stockholder eligibility and other requirements of the SEC, in particular Rule 14a-8 of the Exchange Act. To be considered for inclusion in next year’s proxy statement, stockholder proposals must be received at our principal executive offices no later than the close of business (5:00 p.m. Central Standard Time) on January 24, 2016. Proposals should be addressed to USMD Holdings, Inc., 6333 North State Highway 161, Suite 200, Dallas, Texas 75038, Attn: Secretary. The Board will determine whether or not to include any proposals in the proxy statement in accordance with applicable law, including SEC regulations.

Other Stockholder Business for Presentation at Next Year’s Annual Meeting. Our Bylaws require that any stockholder wishing to nominate a candidate for director or to propose other business at the 2016 annual meeting must deliver written notice to the Secretary not later than the close of business on January 24, 2016. If the annual meeting date for 2016 is moved to a date that is not within 30 calendar days of July 1, 2015 (the anniversary date of the Annual Meeting), written notice must be delivered by the stockholder to the Secretary within ten calendar days of the date on which the date of the 2016 annual meeting is publicly announced. The notice must comply with the requirements of our Bylaws, which may be found on our corporate website at www.usmdinc.com Proposals should be addressed to USMD Holdings, Inc., 6333 North State Highway 161, Suite 200, Dallas, Texas 75038, Attn: Secretary. Any proposal or nomination that is not timely received by our Secretary or otherwise does not meet the requirements set forth in our Bylaws will not be considered at the next annual meeting.

OTHER MATTERS

As of the date of this proxy statement, the Board is not aware of any other matters that may come before the Annual Meeting. The persons named in the enclosed proxy card intend to vote the proxy in accordance with their best judgment if any other matters properly come before the Annual Meeting.

We will provide, without charge, on the written request of any beneficial owner of shares of our common stock entitled to vote at the Annual Meeting of Stockholders, a copy of our Annual Report on Form 10-K as filed with the SEC for our fiscal year ended December 31, 2014. Written requests should be mailed to USMD Holdings, Inc., 6333 North State Highway 161, Suite 200, Dallas, Texas 75038, Attn: Secretary.

By Order of the Board of Directors,

/s/ Chris Carr

Chris Carr

Secretary

Irving, Texas

May 22, 2015

USMD HOLDINGS, INC.

6333 N STATE HWY 161 STE 200

IRVING, TX 75038

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

KEEP THIS PORTION FOR YOUR RECORDS

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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

For

All

Withhold

All

For All

Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends you vote FOR the following:

Election of Directors

Nominees

Steven Brock, M.D.

02 Darcie Bundy

03 Breaux Castleman

04 M. Patrick Collini,M.D.

05 Charles Cook, M.D.

Frederick Cummings, M.D.

07 Russell Dickey, M.D.

08 John M. House, M.D.

09 Gary Rudin

10 James Saalfield, M.D.

Paul Thompson, M.D.

The Board of Directors recommends you vote FOR proposals 2 and 3.

For

Against

Abstain

To ratify the selection of Grant Thornton, L.L.P. as independent registered public accountants for the year ending December 31, 2015.

To transact any other business that properly may come before the meeting or any postponements or adjournments thereof.

For address change/comments, mark here.

(see reverse for instructions)

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

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0000250054_1 R1.0.0.51160

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, 10-K/A is/are available at www.proxyvote.com.

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		USMD HOLDINGS, INC. Annual Meeting of Shareholders July 1, 2015 10:00 AM This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) John House, M.D. and Gary Rudin or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of USMD HOLDINGS, INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of stockholder(s) to be held at 10:00 AM, CDT on July 1, 2015, at 6333 North State Highway 161, Ste 200, Irving, Texas 75038, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Address change/comments:




				(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side