HEALTHCARE SERVICES GROUP INC
For the period ended May 27, 2025. Filed Apr 14, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 27, 2025 · Filed Apr 14, 2025
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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 (Amendment No. )
Filed by the Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| þ | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to §240.14a-12 |
| HEALTHCARE SERVICES GROUP, 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): | |
| þ | No fee required. |
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of Annual Meeting &
Our People,
Our Purpose.
A Letter to Shareholders
I am pleased to share an update on the progress and achievements of
Healthcare Services Group, Inc. over the past year. Reflecting on 2024, we
celebrate strong operational performance, continued growth, and, most
importantly, the dedicated people who make it all possible.
Since our founding, we built a reputation for excellence, driven by the passion
"Our success is built on
the strength of our
people. Their ability to
rise to challenge and
embrace innovative
solutions has been
pivotal in helping us not
only sustain, but improve
our operations and
establish the foundation
for significant future
growth."
and dedication of our people. This past year, our teams continued to
demonstrate resilience, adaptability, and a deep commitment to fulfilling our
Vision, ensuring we maintained exceptional service standards despite the
challenges posed by the industry. From navigating supply chain disruptions to
addressing shifts in the labor market and adapting to evolving regulations, our
workforce has remained steadfast in their commitment to our shared purpose
of serving communities and improving lives. We’ve seen our teams excel in
delivering the highest quality service, constantly striving for excellence in every
task, whether enhancing cleanliness, improving dining experiences, or
supporting the well-being of those we serve.
Operationally, we achieved significant efficiencies that bolstered both service
quality and financial performance. Key investments in training programs,
technology, and workforce development have enhanced our teams’
capabilities, ensuring they have the resources and skills to thrive in a constantly
evolving industry.
As we look ahead, we focus on empowering our people to drive HCSG’s
continued success. The increasing demand for long-term care services
presents new opportunities for growth, and our greatest advantage is the expertise and dedication of our
workforce. We remain committed to delivering sustainable growth and strong financial performance while
prioritizing the well-being of our teams and the communities we serve.
On behalf of the Board of Directors, thank you for your investment in Healthcare Services Group. We invite
you to attend our Annual Meeting of Shareholders, which will be held at 10:00 a.m. Eastern on Tuesday, May
27, 2025.
Ted Wahl
President & Chief Executive Officer
Healthcare Services Group, Inc.
Notice of Annual Meeting of Shareholders
We cordially invite you to attend the Annual Meeting of Shareholders to be held at 10:00 a.m. Eastern
time on Tuesday, May 27, 2025, at Courtyard Philadelphia Bensalem, 3280 Tillman Drive, Bensalem, PA
2025 Proposals
| Proposal | Detail | Recommendation | Page |
|---|---|---|---|
| 1 | To elect nine directors to the Board of Directors | FOR | 13 |
| 2 | To consider an advisory vote on a non-binding resolution to approve the compensation of our named executive officers | FOR | 28 |
| 3 | To approve and ratify Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025 | FOR | 53 |
We will also take action upon any other business as may properly come before the 2025 Annual
Meeting and any adjournments or postponements of that meeting.
How to Vote
Only holders of record of our Common Stock, $0.01 par value (the “Common Stock”) at the close of
business on March 31, 2025 (the “Record Date”) are entitled to notice of and to vote at the Annual
Meeting. On the Record Date, there were issued and outstanding approximately 72,916,000 shares of our
Common Stock.
Each share of Common Stock entitles the holder thereof to one vote. We will provide this Notice, the
accompanying Proxy Statement, our 2024 Annual Report on Form 10-K and the form of proxy card, or the
Notice of Internet Availability of Proxy Materials, beginning on or about April 14, 2025.
Shareholders can submit their proxy vote online atwww.proxyvote.com, by phone by calling 1 (800)
690-6903, by marking, signing, and dating your proxy card and returning in the postage-paid envelope
provided, or by attending the 2025 Meeting and voting in person.
The proxy statement and annual report to shareholders are available online atwww.proxyvote.com..
Whether or not you expect to attend the Annual Meeting, shareholders can sign and promptly mail the
enclosed proxy in order that your shares may be voted for you. A return envelope is provided for your
convenience.
April 14, 2025
By Order of the Board of Directors,
Jason J. Bundick
EVP, General Counsel, Chief Compliance Officer & Corporate Secretary
TABLE OF CONTENTS
| Notice of Annual Meeting of Shareholders | 2 |
|---|---|
| Company Overview | 4 |
| Directors, Executive Officers and Corporate Governance | 12 |
| Proposal No. 1 - Election of Directors | 13 |
| Healthcare Services Group, Inc. Board of Directors | 14 |
| Board Qualifications | 17 |
| Board Committees | 19 |
| Board Leadership | 21 |
| Directors’ Compensation and Fees | 21 |
| Code of Ethics and Business Conduct | 23 |
| Board Role in Risk Oversight | 23 |
| Cybersecurity | 24 |
| Procedures for Contacting Directors | 24 |
| Non-Director Executive Officers | 25 |
| Executive Compensation | 27 |
| Proposal No. 2 - Advisory Vote on Executive Compensation | 28 |
| Compensation, Discussion & Analysis | 29 |
| Summary Compensation Table | 40 |
| Grant of Plan-Based Awards | 41 |
| Outstanding Equity Awards | 42 |
| Option Exercise and Stock Vested | 43 |
| Non-Qualified Deferred Compensation | 44 |
| Pay Ratio Disclosure | 44 |
| Nominating, Compensation and Stock Option Committee Report | 50 |
| Compensation Committee Interlocks and Insider Participation | 51 |
| Audit Matters | 52 |
| Proposal No. 3 - Independent Registered Accounting Firm | 53 |
| Principal Accountant Fees and Services | 54 |
| Audit Committee Report | 55 |
| Stock Ownership Information | 56 |
| Security Ownership of Certain Beneficial Owners and Management | 57 |
| Delinquent Section 16(a) Reports | 58 |
| General Information | 59 |
| Additional Information | 63 |
| Certain relationships and transactions with related parties | 64 |
| Other Matters | 64 |
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