DEF 14A of Healthcare Services Group Inc, Apr 26, 2024

DEF 14A of Healthcare Services Group Inc

Filed Apr 26, 2024 · FY20230000731012-24-000067

Open on EDGAR

  1. Election of Directors. (Proposal No. 1)

    Election of Directors. (Proposal No. 1) At the Annual Meeting, nine directors of the Company are to be elected, each to hold office for a term of one year. All nominees currently serve as Directors. Unless authority is specifically withheld, management proxies will be voted FOR the election of the nominees named in Directors, Officers & Corporate Governance below to serve as directors until the next annual meeting of shareholders and until their successors have been chosen and qualified. Should any nominee not be a candidate at the time of the Annual Meeting (a situation which is not now anticipated), proxies will be voted in favor of the remaining nominees and may also be voted for substitute nominees. If a quorum is present, the candidate or candidates receiving the highest number of votes will be elected. Brokers that do not receive shareholder instructions are not entitled to vote for the election of directors because an uncontested election is considered a “non-routine” matter. Hence, shareholders who hold their shares through brokerage accounts and who would like to vote in favor of the director nominees will need to instruct their brokerage firm to vote for the Company’s nominees. The Board of Directors recommend a vote “FOR” all nominees.

  2. CASTAGNINO

    CASTAGNINO Age: 49 Director Since: 2018

  3. DIANE S. CASEY

    DIANE S. CASEY Age: 70 Director Since: 2011 2024 Director Nominees. Mr. Frome has been Counsel to the law firm of Olshan Frome Wolosky LLP since 2018 and previously was a partner at such firm for more than five years assisting clients with in a broad range of capital-raising transactions, IPO's and private placements. Skills, Experience, & Qualifications: Committees: None Ms. Grant has been the Managing Partner and President of Chatham Financial since 2022. Ms. Grant also serves as a board member of Chatham Financial. Ms. Grant’s previous roles at Chatham Financial include Chief Operating Officer, Managing Director in the Global Real Estate practice and co-head of Chatham’s European business from 2017 to 2022. Ms. Grant has concentrated on risk management strategies for Real Estate Investment Trusts (REITs), specializing in interest rate and foreign currency hedging. Prior to joining Chatham, Ms. Grant worked at Booz Allen Hamilton in the Capital Asset Management group. Skills, Experience, & Qualifications: Committees: Audit Committee Mr. McFadden has been the Principal of Global Circulation Services, a provider of marketing and advertising services to media and publishing companies since 2008. Mr. McFadden previously worked at the McGraw-Hill Companies (parent company of Standard and Poor's) where he held management positions within their global circulation, sales and outsourcing services departments for approximately 15 years. Skills, Experience, & Qualifications: Committees: NCSO Committee Mr. Ottaviano is a retired Principal of D20 Marketing, Inc., a provider of internet productivity tools founded in 2006. Previously, Mr. Ottaviano was employed for over 20 years with Transcontinental Direct (successor to Communication Concepts, Inc.), a publicly held outsourcing printer, retiring in 2022 as Vice President of Business Development. Skills, Experience, & Qualifications: Committees: Audit Committee DIRECTORS, OFFICERS & CORPORATE GOVERNANCE 2024 PROXY STATEMENT 17

  4. ROBERT L. FROME

    ROBERT L. FROME Age: 86 Director Since: 1983

  5. LAURA GRANT

    LAURA GRANT Age: 44 Director Since: 2020

  6. JOHN J. MCFADDEN

    JOHN J. MCFADDEN Age: 62 Director Since: 2012

  7. DINO D. OTTAVIANO

    DINO D. OTTAVIANO Age: 76 Director Since: 2007 2024 Director Nominees. Mr. Simmons, Jr. has been an audit partner at WithumSmith+Brown, PC (“Withum”), a public accounting firm registered with the Public Company Accounting Oversight Board (“PCAOB”), since 2021. Prior to joining Withum, Mr. Simmons, Jr. was a partner at Citrin Cooperman & Company LLP from 2017-2021. Mr. Simmons, Jr.'s experience includes audit and consulting services regarding Sarbanes-Oxley 404 integrated audits, technical accounting and due diligence for domestic and international clients. Mr. Simmons, Jr. is a past member of the National Association of Black Accountants and previously served on the board of the New Jersey Technology Advisory Council. Mr. Simmons, Jr. is currently a member of the Association for Corporate Growth. Skills, Experience, & Qualifications: Committees: Audit Committee Chairman, ESG Committee Mr. Visconto has been a Principal of American Property Holdings, a real estate investment firm focused on the acquisition, development and management of multi- family/senior housing and commercial assets for more than the past five years. Mr. Visconto is an active member of the real estate community and participates in a variety of industry-related associations including The American Senior Housing Association, The Association of the National Investment Center for Senior Housing and Care and The National Association of Realtors. Skills, Experience, & Qualifications: Committees: Board Chairman, ESG Committee Chairman Mr. Wahl has been the President and Chief Executive Officer of the Company since May 2015. Mr. Wahl joined the Company in 2004. Prior to his appointment to President and Chief Executive Officer, Mr. Wahl served as President and Chief Operating Officer, Executive Vice President & Chief Operating Officer, Vice President of Finance, Regional Manager, Regional Sales Director, District Manager and Facility Manager. Prior to joining the Company, Mr. Wahl was a Senior Manager with EY’s Transaction Advisory Group. Skills, Experience, & Qualifications: Committees: None DIRECTORS, OFFICERS & CORPORATE GOVERNANCE 2024 PROXY STATEMENT 18 KURT SIMMONS, JR.,

  8. CPA

    CPA Age: 40 Director Since: 2021

  9. JUDE VISCONTO

    JUDE VISCONTO Age: 50 Director Since: 2015

  10. THEODORE WAHL

    THEODORE WAHL Age: 50 Director Since: 2011

  11. Individual Board Skills Matrix

    Individual Board Skills Matrix We believe that the collective skills, experiences and qualifications of our directors provide our Board with the expertise and experience necessary to advance the interests of our shareholders. While the NCSO Committee has not established any specific, minimum qualifications that must be met by each of our directors, it uses a variety of criteria to evaluate the qualifications and skills necessary for each member of the Board. In addition to the individual attributes of each of our current directors described below, we believe that our directors should have the highest professional and personal ethics and values, consistent with our longstanding values and standards. Each director is expected to exhibit commitment to enhancing shareholder value, have sufficient time to carry out their duties and be able to provide insight and practical wisdom based on their experience. The below matrix highlights the individual strengths and focuses that each nominee may contribute to the Board as a whole. The absence of an “X” for a particular expertise or experience does not indicate that the director in question is unable to contribute to the decision-making process in that area. •Mr. Wahl, Ms. Casey and Ms. Castagnino have extensive experience in the healthcare services industry. Their operational experience, in addition to Mr. Wahl’s financial expertise, enables them to provide guidance with respect to our operations. Also, since Ms. Casey and Ms. Castagnino have not been employees of the Company and have served their careers in patient care and advocacy, respectively, we believe they bring a patient care perspective to the Company. For instance, Ms. Casey and Ms. Castagnino may provide a deeper understanding of the impact new developments related to the healthcare services industry have on patient-related issues which they can bring forward to the attention of Company management as appropriate. Also, they each have a keen understanding of the positive impact that our services can have on the vulnerable population that we serve. Additionally, Ms. Castagnino’s experience with non-governmental and not-for-profit institutions provides valuable insight into a customer segment that supports the Company’s growth strategy. DIRECTORS, OFFICERS & CORPORATE GOVERNANCE 2024 PROXY STATEMENT 19 •Mr. Visconto and Ms. Grant have real estate experience as a Principal of American Property Holdings and Managing Partner of Chatham Financial, respectively. Mr. Visconto has specific experience in the acquisition, development and management of multi-family, senior housing and commercial assets. Mr. Visconto also has extensive experience with licensed operators, management companies and property owners, all of which align with our customer base. Among other qualifications, Ms. Grant has extensive experience with risk management strategies specific to REITs and the REITs industry as well as financial expertise in the areas of capital and asset management. •Mr. Frome has extensive legal experience. In addition, Mr. Frome has also served as a member of the board of directors of other public companies and has extensive corporate finance experience, Securities and Exchange Commission (“SEC”) compliance experience and mergers and acquisitions experience, which aids his service to the Board. Furthermore, Mr. Frome also has extensive executive experience as he had served as the managing partner of Olshan Frome Wolosky LLP. •Mr. Simmons, Jr.'s experience as a certified public accountant provides him with extensive financial and accounting expertise obtained from over fifteen years in public accounting. Mr. Simmons, Jr. qualifies as an audit committee financial expert under SEC guidelines, and he brings executive experience to the Board as he serves as a partner at a PCAOB registered accounting firm. •Mr. McFadden has sales and marketing experience both as a Principal of his consulting company and through his experience at the McGraw Hill Companies that provide him with an understanding of a large public company’s operations as well as the compliance obligations of a public company. Mr. Ottaviano, through his experience as a top-level marketing and operations executive for many years for two different companies, one of which was a public company, has a comprehensive understanding of business operations, including business development, and the compliance obligations of public companies.

  12. Individual Board Skills Matrix

    | Board Diversity Matrix* | | | | (As of April 26, 2024) | | | | Total Number of Directors | 9 | | | | Female | Male | | Part I: Gender Identity | | | | Directors | 3 | 6 | | Part II: Demographic Background | | | | African American | — | 1 | | Hispanic or Latinx | 1 | — | | White | 2 | 5 |

  13. Individual Board Skills Matrix

    *As of April 26, 2024. There have been no changes to this information since the publication of the Board Diversity Matrix dated as of April 28, 2023, which is posted on our website.

  14. Director Independence

    Director Independence In accordance with the listing requirements of Nasdaq, a majority of the current members of the Company’s Board are independent, namely: Diane S. Casey, Daniela Castagnino, Robert L. Frome, Laura Grant, John J. McFadden, Dino D. Ottaviano, Kurt Simmons, Jr. and Jude Visconto. Accordingly, if such members are re-elected, a majority of the members of the Company’s Board will continue to be independent. DIRECTORS, OFFICERS & CORPORATE GOVERNANCE 2024 PROXY STATEMENT 20

  15. Board Committees

    Board Committees The Board has established an Audit Committee, an ESG Committee and an NCSO Committee to devote attention to specific subjects and to assist in the discharge of its responsibilities. The Board’s practice is to limit membership of each of its committees to independent directors and to designate any director who has been employed by the Company within the past 5 years as non-independent for this purpose. The Board has also adopted a written charter for each of the Audit Committee, ESG Committee and the NCSO Committee. Each written charter is available on our website at https://investor.hcsgcorp.com/governance. The functions of those committees, their current members and the number of meetings held during 2023 are described below: Audit Committee. The primary responsibilities of the Audit Committee, as described in the Amended and Restated Audit Committee Charter include: •appointment, compensation and oversight of the Company’s Independent Registered Public Accounting Firm, who report directly to the Audit Committee, including (i) prior review of the Independent Registered Public Accounting Firm’s plan for the annual audit, (ii) pre-approval of both audit and non-audit services to be provided by the Independent Registered Public Accounting Firm and (iii) annual assessment of the qualifications, performance and independence of the Independent Registered Public Accounting Firm; •overseeing and monitoring the Company’s accounting and financial reporting processes and internal control system, audits of the Company’s financial statements and the quality and integrity of the financial reports and other financial information issued by the Company; •providing an open avenue of communication among the Independent Registered Public Accounting Firm and financial and other senior management and the Board; •reviewing with management and, where applicable, the Independent Registered Public Accounting Firm, prior to release, required annual, quarterly and interim filings by the Company with the SEC and the type and presentation of information to be included in earnings press releases; •reviewing material issues, and any analysis by management or the Independent Registered Public Accounting Firm, concerning accounting principles, financial statement presentation, certain risk management issues, such as the adequacy of the Company’s internal controls and significant financial reporting issues and judgments and the effect of regulatory and accounting initiatives on the Company’s financial statements; •reviewing with the Company’s legal counsel any legal matters that could have a significant effect on the Company’s financial statements, compliance with applicable laws and regulations and inquiries from regulators or other governmental agencies; •reviewing and approving all related party transactions between the Company and any director, executive officer, other employee or family member; DIRECTORS, OFFICERS & CORPORATE GOVERNANCE 2024 PROXY STATEMENT 21

  16. Board Committees

    Board Committees Audit Committee. •reviewing and overseeing compliance with the Company’s Code of Ethics and Business Conduct; •establishing procedures regarding the receipt, retention and treatment of, and the anonymous submission by employees of the Company of, complaints regarding the Company’s accounting, internal controls or auditing matters; and •reporting Audit Committee activities to the full Board and issuing annual reports to be included in the Company’s Proxy Statement. If elected, each of Ms. Grant and Messrs. Ottaviano and Simmons, Jr. are independent directors as such term is defined by Rule 5605(a)(2) of the Nasdaq listing standards and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Simmons, Jr. has been designated as an “audit committee financial expert” and he satisfies the attributes required of an audit committee financial expert pursuant to Section 407 of Sarbanes- Oxley. The Audit Committee met five times during fiscal year 2023. The report of the Audit Committee for the fiscal year ended December 31, 2023 is included herein under “Audit Committee Report” below. Environmental, Social & Governance Committee. The ESG Committee assists the Board by: •overseeing and monitoring the Company’s enterprise-wide approach to environmental issues, social responsibility and governance considerations; •reviewing, evaluating and providing guidance to management with respect to social, employment, governance, diversity and inclusion, environmental and other matters of interest to the Company and its stakeholders; •monitoring the Company’s progress towards achieving sustainability goals and objectives; and •providing guidance on business conduct, ethics and other Code of Ethics and Business Conduct matters as the same relate to the subject matter being overseen by the ESG Committee. If elected, each of Ms. Castagnino and Messrs. Simmons, Jr. and Visconto are independent directors as such term is defined by Rule 5605(a)(2) of the Nasdaq listing standards. The ESG Committee met two times during fiscal year 2023. Nominating, Compensation and Stock Option Committee. The NCSO Committee assists the Board by: •developing and recommending to the Board a set of effective corporate governance policies and procedures applicable to the Company; •identifying, reviewing and evaluating individuals qualified to become Board members and recommending that the Board select director nominees for each annual meeting of the Company’s shareholders; •discharging the Board’s responsibilities relating to the compensation of Company executives; and •administering the Company’s equity-based compensation plans. DIRECTORS, OFFICERS & CORPORATE GOVERNANCE 2024 PROXY STATEMENT 22

  17. Board Committees

    Board Committees Nominating, Compensation and Stock Option Committee. The NCSO Committee has identified certain qualifications it believes an individual should possess before it recommends such person as a nominee for election to the Board. The NCSO Committee believes that nominees for Director should possess the highest personal and professional ethics, integrity, values and judgment and be committed to representing the long-term interests of the Company’s shareholders. While the NCSO Committee does not have a formal policy with respect to considering diversity in identifying nominees for directors, the NCSO Committee believes that diversity is an important factor in assessing potential board members along with the particular qualifications and experience required to meet the needs of the Board. Furthermore, as part of the NCSO Committee’s review of board composition, the NCSO Committee considers diversity of experience and background in an effort to foster a strong and effective board. The NCSO Committee seeks to ensure that the composition of the Board at all times adheres to the independence requirements of the Nasdaq listing standards and reflects a range of talents, skills, and expertise, particularly in the areas of management, leadership, and experience in the Company’s and related industries, sufficient to provide sound and prudent guidance with respect to the operations and interests of the Company. Although the NCSO Committee has not established a formal process for identifying and evaluating nominees for Director, the NCSO Committee uses multiple sources for identifying and evaluating nominees for Director, including referrals from current Directors and shareholders. The NCSO Committee has not adopted a policy or process by which shareholders may make recommendations to the NCSO Committee of candidates to be considered by this NCSO Committee for nomination for election as Directors. The NCSO Committee has determined that it is not appropriate to have such a policy because such recommendations may be informally submitted to and considered by the NCSO Committee under its Charter. Shareholders may make such recommendations by giving written notice to Healthcare Services Group, Inc., 3220 Tillman Drive, Suite 300, Bensalem, PA 19020, Attention: Corporate Secretary either by personal delivery or by United States mail. The report of the NCSO Committee regarding executive compensation for the fiscal year ended December 31, 2023 is included herein under the “Nominating, Compensation and Stock Option Committee Report” below. If elected, each of Ms. Casey and Mr. McFadden are independent directors as such term is defined by Rule 5605(a)(2) of the Nasdaq listing standards. The NCSO Committee met two times during fiscal year 2023 and also acts by unanimous written consent when necessary and appropriate.

  18. Board Leadership

    Board Leadership Jude Visconto was appointed Chairman of the Board of Directors in 2017 and has served as an independent director since 2015. The Board believes that Mr. Visconto’s financial background and management experience are qualifications for the role of Chairman of the Board. In addition, Mr. Visconto’s operational experience brings additional perspective to the Board as the Company grows and provides continued operational excellence. If Mr. Visconto is re-elected to the Board, it is the intention of the Board that he continue to serve as Chairman of the Board. As Chairman of the Board, Mr. Visconto’s duties include: (i) approving agendas, schedules and supporting information provided to the Board; (ii) ensuring the Board has full, timely and relevant information to support its decision-making requirements; (iii) performing the duties of the Chairman at Board meetings; (iv) consulting on the effectiveness of Board committees; (v) at his sole discretion, when necessary and appropriate, calling meetings of the Board’s non-employee directors; (vi) consulting as to the timeliness of the flow of information from the Company that is necessary for the directors to effectively perform their duties; (vii) serving as principal liaison between the non-employee, independent directors and the President and Chief Executive Officer; (viii) if requested by shareholders, being available for consultation and direct communication; and (ix) other duties requested by the Board. In addition, Mr. Visconto presides at executive sessions of the Board without the presence of management. We believe that including an independent chairman in our Board structure enhances the effectiveness of our Board. This structure strengthens our corporate governance by promoting active engagement, objectivity, independence and oversight of management. DIRECTORS, OFFICERS & CORPORATE GOVERNANCE 2024 PROXY STATEMENT 23 Kurt Simmons, Jr. was appointed Chairman of the Audit Committee in 2022 and has served as an independent director since 2021. In the absence of the Chairman of the Board, the Chairman of the Audit Committee will assume the interim responsibilities of the Chairman of the Board.

  19. Directors' Fees

    | Name | Fees Earned or Paid in Cash | Deferred Stock Unit Awards 1,2 | Total | | Diane S. Casey 3 | $15,000 | $40,002 | $55,002 | | Daniela Castagnino 4 | $10,000 | $40,002 | $50,002 | | Robert L. Frome 5 | $— | $50,033 | $50,033 | | Laura Grant 6 | $30,000 | $40,002 | $70,002 | | John J. McFadden 7 | $15,000 | $40,002 | $55,002 | | Dino D. Ottaviano 8 | $30,000 | $40,002 | $70,002 | | Kurt Simmons, Jr. 9 | $— | $100,028 | $100,028 | | Jude Visconto 10 | $60,000 | $40,002 | $100,002 |

  20. Compensation, Discussion & Analysis

    | What we do: | | What we don’t do: | | | o | Significant share ownership requirements for the CEO and Executive Vice Presidents | o | No employment agreements containing special severance payments such as golden parachutes | | o | Double-trigger requirements for vesting of equity awards on a change in control | o | No hedging or engaging in derivative transactions related to Company shares | | o | A cap on the annual incentive payout for the CEO | o | No gross-up payments to cover income taxes related to executive compensation | | o | Majority of the Executive Management Team’s compensation is “at-risk” | o | No repricing or backdating of stock options | | o | Operate a clawback policy that applies to “at-risk” variable compensation | o | No retirement programs that are specific to executive officers | | o | Balance “at-risk” compensation across short-term and long-term time horizons | | | | o | Engagement of an independent compensation consultant | | |

  21. Compensation, Discussion & Analysis

    Compensation Oversight. Among its duties, the NCSO Committee is accountable for discharging the Board’s responsibilities relating to the compensation of the Company’s NEOs. Accordingly, the NCSO Committee conducts an annual review of the aggregate level of such compensation, as well as the mix of elements used to compensate the NEOs. To achieve these objectives, our overall compensation program aims to pay our NEOs competitively, consistent with our success and their contribution to that success. To accomplish these objectives we rely on programs that provide compensation in the form of both cash and equity. Although our NCSO Committee has not adopted any formal guidelines for allocating total compensation between cash and equity, the NCSO Committee considers the balance between providing short-term and long-term incentives which are designed to help align the interests of management with the interests of shareholders. Determination of Compensation Awards. The compensation of the President and Chief Executive Officer of the Company is determined by the NCSO Committee. Such determination is based on a number of factors including: •Consideration of the operating and financial performance of the Company, primarily its income before income taxes; •Attainment of a level of compensation designed to retain a superior executive in a highly competitive environment; and •Consideration of the individual’s overall contribution to the Company. The NCSO Committee has also historically taken into account input from other independent members of our Board in determining the compensation of the President and Chief Executive Officer. Compensation for the other NEOs is recommended by the President and Chief Executive Officer and reviewed by the NCSO Committee, taking into account the same factors described above. The Company engages an independent compensation consultant as needed, who provides advice as requested in areas such as peer group composition, market benchmarking and executive compensation policy design. EXECUTIVE COMPENSATION 2024 PROXY STATEMENT 32

  22. Review of Compensation

    Review of Compensation In reviewing compensation, publicly available data relating to the compensation practices and policies of other companies within and outside our industry is collected to the extent it is available. For NEO compensation, our review includes comparing to data analyzed from proxy filings from the below listed companies. For other Executive Management Team members, compensation survey data is also used for companies with similar revenues to the Company. The NCSO Committee believes that gathering information about the compensation practices of other companies is an important part of our compensation-related decision-making process. Given the challenge that there are no other U.S. publicly-traded companies specifically engaged only in the Company’s business, which provides housekeeping and food services primarily to the healthcare industry and overwhelmingly to the long-term care segment of the industry, our comparator group has been developed looking at a broader cross-section of service industry companies. The NCSO Committee periodically reviews the peer group to identify relevant companies for comparison. The following companies have been selected as reasonable comparators for talent as they operate in similar industries, are of similar size and scope and/or have similar employee bases. That group consists of the following:

  23. Review of Compensation

    Given the challenges noted above in identifying directly comparable companies, if and when collected, market data is just one factor that the NCSO Committee considers in reaching decisions. Such other factors considered include individual performance, the trends in Company performance relative to broader market indices, the industry in which we operate, tax implications and achievements in the Company’s social and sustainability efforts. Incorporating Shareholder Feedback. The NCSO Committee was pleased that approximately 93% of votes cast at the 2023 Annual Meeting of Shareholders approved, on an advisory basis, the compensation of the Company’s NEOs at such time. The NCSO Committee considered that support in its efforts to align the Company’s executive compensation policies with long- term shareholder interests. In particular, we believe that the voting outcome reaffirmed that changes we have made over the past several years, which include introducing performance-based equity awards (in the form of performance stock units, or “PSUs”), continue to be well received and effective. The NCSO Committee will continue to monitor voting outcomes and feedback received from shareholders in reviewing the compensation program of our NEOs. Alignment of Pay and Performance. The NCSO Committee believes that including a blend of stock options, restricted stock units (“RSUs”) and PSUs as a significant component of compensation for our Executive Management Team has successfully aligned pay with performance. This is evidenced through the fact that during the tenure of our current President and Chief Executive Officer, the outcome under the annual incentive plan and value of equity awarded has generally trended in line with operating performance. Elements of Compensation. Base Salary.Base salaries for our NEOs are established based on the scope of their responsibilities and individual experience, taking into account competitive market compensation paid by companies in our industry for each such position. Base salaries are reviewed annually and may be adjusted to take into account changes in responsibilities, individual performance, experience, practices in our compensation comparator group and the state of our industry more broadly. EXECUTIVE COMPENSATION 2024 PROXY STATEMENT 33

  24. Compensation, Discussion & Analysis

    Annual Incentives.We structure our annual incentive program as incentive bonus payments to reward our NEOs based on the Company’s performance and our evaluation of the individual executive’s contribution to that performance. This allows the NEOs to receive a significant portion of their compensation based on the results that they helped us to achieve. The incentive bonuses paid to the members of the Executive Management Team are calculated as a percentage of the Company’s income before income taxes. The CEO receives his bonus on an annual basis while the other members of the Executive Team receive quarterly bonus payments. This approach reflects the importance of income before income taxes in assessing our overall performance for those responsible for the Company’s operational and financial success, providing line of sight to both top-line growth and the appropriate management of costs. This performance-based compensation structure aligns with our strategic focus and Company Vision - To Be THE Choice For Our Customers - resulting in retention of and growth in relationships through good customer service, expansion of our services, effective execution in all that we do and cost management. Mr. Brophy is not a member of the Executive Management Team and receives an annual discretionary bonus based on individual and company performance. For NEOs other than the President and Chief Executive Officer and Principal Accounting Officer, incentive compensation can be modified up or down based on other aspects of quantifiable financial and operational performance for which the executive officers are accountable. Examples of the performance taken into account include growth in the number of facilities serviced, profitability, client retention and satisfaction and overall management of their functional area. No discretion is applied in determining the total value of the annual incentive earned by the President and Chief Executive Officer given his direct accountability to shareholders for our overall financial performance. For the President and Chief Executive Officer, the annual incentive payout is subject to an overall maximum of two times base salary. The total annual incentive earned by Mr. Wahl for 2023 was $397,920, equating to 40% of base salary. Mr. Wahl elected to receive 35% of this compensation, or $139,265, in the form of shares of Common Stock in early 2024. The remaining balance of $258,655 was received in cash. EXECUTIVE COMPENSATION 2024 PROXY STATEMENT 34

  25. Compensation, Discussion & Analysis

    | Named Executive Officer | 2023 Cash Annual Incentive | 2023 Equity Annual Incentive | 2023 Annual Incentive (% of salary) | | Theodore Wahl | $258,655 | $139,265 | 40% | | John C. Shea | $90,100 | $— | 15% | | Andrew W. Kush | $144,163 | $— | 23% | | Patrick J. Orr | $108,122 | $— | 19% | | Andrew M. Brophy1 | $64,575 | $— | 29% |

  26. Compensation, Discussion & Analysis

    1.Mr. Brophy’s incentive bonus is not tied to financial performance, but is instead discretionary and paid based on his success in his position and contribution to his role. Long-Term Equity Incentive Awards.The NCSO Committee is responsible for approving the population of individuals who will be granted equity awards, the number of equity awards each individual will receive, the option price per share (if applicable), the exercise period (if applicable) and vesting of each award. Guidelines for the number of equity awards granted to each officer are determined using a procedure approved by the NCSO Committee based upon several factors, including the officer’s salary level, individual contributions to the Company’s performance and the value of the equity award at the time of grant. We grant equity awards at the fair market value of the underlying stock on the date of grant. Long-term equity incentive awards are currently granted to the Executive Management Team as a combination of stock options, RSUs and PSUs. The NCSO Committee believes that the use of stock options, RSUs and PSUs provides a clear incentive to the Executive Management Team to deliver long-term sustainable and profitable growth which translates into value creation for our shareholders, in a responsible way. The vesting of RSUs is phased over a period of five years, and the vesting of PSUs is three years, to reinforce this long-term focus and enhance retention. In making its decision to grant these awards, the NCSO Committee considered the competitive challenges to our business and the resulting focus, efforts and expertise the Executive Management Team has expended to meet these challenges and foster the growth and financial position of the Company. In determining award values the NCSO Committee considers a range of factors that takes into account not just competitive market data, but also the performance of the Company more generally and the contributions of individuals to our performance accomplishments in the prior year. The following awards were approved and granted during 2023 to our NEOs:

  27. Compensation, Discussion & Analysis

    | Named Executive Officer | Stock Options (#) | Stock Option Grant Date Fair Value1 | Restricted Stock Units (#) | Restricted Stock Units Grant Date Fair Value1 | Performance Stock Units (#) | Performance Stock Units Grant Date Fair Value2 | Total Grant Date Fair Value | | Theodore Wahl | 116,799 | $762,697 | 111,190 | $1,525,527 | 47,075 | $762,615 | $3,050,839 | | John C. Shea | 23,192 | $151,444 | 22,078 | $302,910 | 9,347 | $151,421 | $605,775 | | Andrew W. Kush | 23,192 | $151,444 | 22,078 | $302,910 | 9,347 | $151,421 | $605,775 | | Patrick J. Orr | 17,540 | $114,536 | 16,698 | $229,097 | 7,069 | $114,518 | $458,151 | | Andrew M. Brophy | — | $— | 3,644 | $49,996 | — | $— | $49,996 |

  28. Compensation, Discussion & Analysis

    1.All options and restricted stock unit awards granted vest and are exercisable ratably over a five-year period on each yearly anniversary of the grant date of the award. 2.Performance stock unit awards vest upon certification by the Board in 2026, provided that the performance targets, based on relative Total Shareholder Return (“TSR”), are met for the three-year period ended December 31, 2025. EXECUTIVE COMPENSATION 2024 PROXY STATEMENT 35

  29. Compensation, Discussion & Analysis

    Compensation, Discussion & Analysis Elements of Compensation. Performance stock units can be earned based on a three-year relative TSR performance relative to the S&P MidCap 400 Index. The NCSO determined that this was an appropriate peer group given the absence of a sufficiently large enough group of directly relevant peers for performance comparisons. The first award of performance stock units was made in 2021 and the applicable three-year performance period concluded on December 31, 2023. The performance period for the second award of performance stock units was made in 2022 and the applicable three-year performance period will conclude on December 31, 2024. The table below represents the vesting conditions for performance stock unit awards:

  30. Compensation, Discussion & Analysis

    | HCSG TSR Percentile Ranking | Percentage of Target PSUs Earned | | Less than the 25th percentile | —% | | at the 25th percentile(1) | 50% | | at the 50th percentile | 100% | | At or above the 75th percentile | 150% |

  31. Compensation, Discussion & Analysis

    (1) Performance between the 25th percentile and the 75th percentiles is interpolated. In January 2023, 2022 and 2021, the NCSO Committee granted options to purchase an aggregate of approximately 181,000, 282,000 and 175,000 shares of Common Stock, respectively, to our NEOs. In January 2023, 2022 and 2021, the NCSO Committee granted restricted stock units of an aggregate of approximately 176,000, 129,000, and 86,000 shares, respectively, to our NEOs. In January 2023, 2022 and 2021, the NCSO Committee granted performance stock units of an aggregate of approximately 73,000, 54,000 and 35,000 shares, to the Executive Management Team. See the table entitled Grant of Plan-Based Awards included in this Proxy Statement for more information on the 2023 grants. The NCSO Committee has also granted awards to other levels of Company management and key employees creating a culture of ownership and to incentivize and encourage contributions and performance results that drive long-term shareholder value. Deferred Compensation Plan. The Company offers a Supplemental Executive Retirement Plan (“SERP”) for executives and certain key employees. The SERP is not qualified under Section 401 of the Internal Revenue Code. The SERP allows participants to defer up to 25% of their earned income on a pre-tax basis and as of the last day of each plan year, each participant will be credited with a 25% match of their earnings deferred (up to 15%) in the form of the Company’s Common Stock based on the then-current market value. SERP participants fully vest in the Company’s matching contribution three years from the first day of the initial year of participation. The income deferred and the matching contributions are unsecured and subject to the claims of the Company’s general creditors. Under the SERP, we are authorized to issue up to 1,012,000 shares of our Common Stock to our employees. Pursuant to such authorization, approximately 225,000 shares are available for future grant at December 31, 2023. As of December 31, 2023, and since the initiation of the SERP, the Company’s 25% match has resulted in approximately 787,000 shares of Common Stock being issued to the trustee. At the time of issuance, such shares are accounted for at cost, as treasury stock. At December 31, 2023, approximately 322,000 of such shares are vested and remain in the respective active participants’ accounts. Participants may not withdraw or sell such stock until the termination of their employment. EXECUTIVE COMPENSATION 2024 PROXY STATEMENT 36

  32. Compensation, Discussion & Analysis

    Compensation, Discussion & Analysis Stock Ownership Guidelines. Stock ownership includes shares owned outright, restricted stock units and stock equivalents held under deferred compensation arrangements. Additionally, one-half of the guidelines may be met by vested, in-the-money stock options held by the executive. If an executive does not meet the ownership requirement on the applicable measurement date, the executive must retain all net shares from the exercise of stock options and the vesting of restricted stock and restricted stock units until the minimum current ownership requirement is achieved. The following table includes our Executive Management Team's requirements for the stock ownership guidelines and current ownership as of December 31, 2023.

  33. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information regarding compensation paid or accrued during the Company’s prior three fiscal years, as applicable, for the Company’s NEOs.

  34. Summary Compensation Table

    | Name and Principal Position | | Salary | Stock Awards1 | Option Awards2 | Non-Equity Incentive Plan Compensation3 | Nonqualified Deferred Compensation Earnings | All Other Compensation4 | Total | | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Theodore Wahl | 2023 | 1,005,108 | 2,431,170 | 762,697 | 258,648 | 55,080 | 47,207 | 4,559,910 | | President & Chief Executive Officer & Director | 2022 | 1,005,108 | 2,214,062 | 737,227 | 338,115 | 74,042 | 45,709 | 4,414,263 | | | 2021 | 1,005,108 | 2,372,441 | 720,287 | 231,846 | 62,354 | 13,737 | 4,405,773 | | Andrew W. Kush | 2023 | 639,000 | 454,332 | 151,444 | 144,163 | 25,968 | 37,525 | 1,452,432 | | Executive Vice President & Chief Operating Officer | 2022 | 639,000 | 451,708 | 150,114 | 90,164 | 31,097 | 35,064 | 1,397,147 | | | 2021 | 639,000 | 427,891 | 143,858 | 123,646 | 31,950 | 21,646 | 1,387,991 | | John C. Shea | 2023 | 606,703 | 454,332 | 151,444 | 90,100 | 24,012 | 33,426 | 1,360,017 | | Executive Vice President & Chief Administrative Officer | 2022 | 606,703 | 452,706 | 150,114 | 56,353 | 27,219 | 31,619 | 1,324,714 | | | 2021 | 606,703 | 427,891 | 143,858 | 77,279 | 27,229 | 11,274 | 1,294,234 | | Patrick J. Orr | 2023 | 579,407 | 347,371 | 114,536 | 108,122 | 21,780 | 22,335 | 1,193,551 | | Executive Vice President & Chief Revenue Officer | 2022 | 541,007 | 323,232 | 106,953 | 56,353 | 15,424 | 18,931 | 1,061,900 | | | 2021 | 506,250 | 324,458 | 107,639 | 77,279 | 19,670 | — | 1,035,296 | | Andrew M. Brophy | 2023 | 221,481 | 49,996 | — | 64,575 | 10,212 | 10,817 | 357,081 | | Vice President, Controller, & Principal Accounting Officer | 2022 | 210,716 | 49,992 | — | 61,500 | 9,429 | 13,222 | 344,859 | | | 2021 | 183,100 | 20,001 | — | 68,005 | 5,227 | 11,274 | 287,607 |

  35. Summary Compensation Table

    1.The total amounts in these columns do not reflect compensation actually received by the NEO, nor do they reflect the actual value that will be recognized by the NEO. Instead, the amounts reflect the aggregate grant date fair value of restricted stock awards, restricted stock unit awards, performance stock unit awards, incentive awards received in stock, and ESPP awards computed in accordance with FASB ASC Topic 718. A more detailed discussion of the assumptions used in calculating these values may be found in Note 10 of the Notes to the Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. For PSUs granted in 2023, the grant date fair value reported is based upon the probable outcome of performance at the grant date.

  36. Summary Compensation Table

    | | Fiscal 2023 Grants of Performance Awards | | | | Probable Outcome ($) | Highest Outcome ($) | | Theodore Wahl | $762,615 | $1,143,923 | | John C. Shea | $151,421 | $227,132 | | Andrew W. Kush | $151,421 | $227,132 | | Patrick J. Orr | $114,518 | $171,777 | | Andrew M. Brophy | N/A | N/A |

  37. Summary Compensation Table

    The grant date fair value of performance awards with market-based conditions like relative total shareholder return is determined based on a Monte Carlo simulation. 2.The total amounts in this column do not reflect compensation actually received by the NEO, nor do they reflect the actual value that will be recognized by the NEO. Instead, the amounts reflect the aggregate grant date fair value of stock option awards computed in accordance with FASB ASC Topic 718. A more detailed discussion of the assumptions used in calculating these amounts may be found in Note 10 of the Notes to the Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. Refer also to the Compensation Discussion and Analysis for further information. 3.Amounts shown in this column represent annual performance-based cash payments under the annual incentive program, as described in the Compensation Discussion and Analysis. No future pay-outs will be made with respect to any of the plan-based awards under the plan. 4.Includes automobile allowance, vehicle lease, and contributions paid by the Company towards employee’s health and life insurance premiums. EXECUTIVE COMPENSATION 2024 PROXY STATEMENT 40

  38. Grant of Plan-Based Awards

    Grant of Plan-Based Awards The following table sets forth information concerning grants of plan-based awards made by us during the year ended December 31, 2023, to each of the NEOs.

  39. Grant of Plan-Based Awards

    | | Grant Date | Date Award Approved | Estimated Future Payouts Under Equity Incentive Plan Awards1 | Estimated Future Payouts Under Equity Incentive Plan Awards (#)2 | | | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Options Awards | Grant Date Fair Value of Stock and Option Awards | | Name | | | Target (#) | Thres- hold | Target | Maxi- mum | (#) | (#) | ($/sh) | ($) | | Theodore Wahl | 2/24/2023 | 12/21/2022 | — | 23,538 | 47,075 | 70,613 | 111,190 | 116,799 | $13.72 | $3,050,839 | | | 12/31/2023 | 12/21/2022 | 11,519 | | | | — | — | $12.09 | $139,265 | | John C. Shea | 2/24/2023 | 12/21/2022 | — | 4,674 | 9,347 | 14,021 | 22,078 | 23,192 | $13.72 | $605,775 | | Andrew W. Kush | 2/24/2023 | 12/21/2022 | — | 4,674 | 9,347 | 14,021 | 22,078 | 23,192 | $13.72 | $605,775 | | Patrick J. Orr | 2/24/2023 | 12/21/2022 | — | 3,535 | 7,069 | 10,604 | 16,698 | 17,540 | $13.72 | $458,151 | | Andrew M. Brophy | 2/24/2023 | 12/21/2022 | — | — | — | — | 3,644 | — | $13.72 | $49,996 |

  40. Grant of Plan-Based Awards

    1.Represents the shares received during 2024 as a result of Mr. Wahl’s election to receive a portion of his 2023 performance-based compensation in Company Common Stock. The grant date of such shares is reflected as the date in which the total amount of such performance-based compensation is earned by Mr. Wahl. 2.These performance stock units were granted under the 2020 Plan and vest upon certification by the Board in 2026, provided that the performance targets, based on Relative TSR, are met for the three-year periods ended December 31, 2025. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table. The Company has no employment agreements with any of the NEOs. No previously granted options or other equity- based awards were re-priced or otherwise materially modified during the fiscal year ended December 31, 2023. As set forth above in the Compensation Discussion and Analysis, the Company believes that part of the compensation for the NEOs should be in the form of long-term equity grants so as to align the interests of the NEOs with the Company’s shareholders. In accordance with these objectives, Mr. Wahl received stock options to purchase 116,799 shares of Common Stock, 111,190 restricted stock units and 47,075 performance stock units. Messrs. Shea and Kush each received stock options to purchase 23,192 shares of Common Stock, 22,078 restricted stock units and 9,347 performance stock units. Mr. Orr received stock options to purchase 17,540 shares of Common Stock, 16,698 restricted stock units and performance stock units of 7,069. Mr. Brophy received 3,644 restricted stock units. These stock options and restricted stock units vest over five years while performance stock units vest over 3 years, as an incentive to increase the long-term value of the Company and thereby increase the value of its Common Stock. EXECUTIVE COMPENSATION 2024 PROXY STATEMENT 41

  41. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table summarizes the outstanding equity awards of each of the NEOs as of December 31, 2023:

  42. Outstanding Equity Awards at December 31, 2023

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date1 | Vested, Exercisable | Unvested | Option Exercise Price | Option Expiration Date | Unvested2 | Market Value of Unvested3 | Unvested Equity Incentive Plan Awards4 | Market Value of Equity Incentive Plan Awards4 | | Theodore Wahl | 1/3/2014 | 15,000 | — | $28.02 | 1/3/2024 | — | $— | — | $— | | | 1/5/2015 | 15,000 | — | $30.30 | 1/5/2025 | — | $— | — | $— | | | 1/4/2016 | 15,000 | — | $34.14 | 1/4/2026 | — | $— | — | $— | | | 1/4/2017 | 30,000 | — | $39.38 | 1/4/2027 | — | $— | — | $— | | | 1/4/2018 | 50,000 | — | $52.06 | 1/4/2028 | — | $— | — | $— | | | 1/4/2019 | 40,000 | 10,000 | $40.49 | 1/4/2029 | 8,500 | $88,145 | — | $— | | | 1/3/2020 | 30,000 | 20,000 | $24.43 | 1/3/2030 | 31,093 | $322,434 | — | $— | | | 1/4/2021 | 41,277 | 61,916 | $28.37 | 1/4/2031 | 30,074 | $311,867 | 20,597 | $— | | | 1/4/2022 | 36,317 | 145,266 | $18.10 | 1/4/2032 | 65,170 | $675,813 | 35,106 | $150,254 | | | 2/24/2023 | — | 116,799 | $13.72 | 2/24/2033 | 111,190 | $1,153,040 | 47,075 | $361,065 | | John C. Shea | 1/3/2014 | 6,250 | — | $28.02 | 1/3/2024 | — | $— | — | $— | | | 1/5/2015 | 1,650 | — | $30.30 | 1/5/2025 | — | $— | — | $— | | | 1/4/2016 | 1,650 | — | $34.14 | 1/4/2026 | — | $— | — | $— | | | 1/4/2017 | 1,650 | — | $39.38 | 1/4/2027 | — | $— | — | $— | | | 1/4/2018 | 10,000 | — | $52.06 | 1/4/2028 | — | $— | — | $— | | | 1/4/2019 | 8,000 | 2,000 | $40.49 | 1/4/2029 | 1,700 | $17,629 | — | $— | | | 1/3/2020 | 10,634 | 7,087 | $24.43 | 1/3/2030 | 5,634 | $58,425 | — | $— | | | 1/4/2021 | 8,244 | 12,366 | $28.37 | 1/4/2031 | 6,006 | $62,282 | 4,168 | $— | | | 1/4/2022 | 7,395 | 29,579 | $18.10 | 1/4/2032 | 13,270 | $137,610 | 7,148 | $30,593 | | | 2/24/2023 | — | 23,192 | $13.72 | 2/24/2033 | 22,078 | $228,949 | 9,347 | $71,691 | | Andrew W. Kush | 1/3/2014 | 5,000 | — | $28.02 | 1/3/2024 | — | $— | — | $— | | | 1/5/2015 | 5,000 | — | $30.30 | 1/5/2025 | — | $— | — | $— | | | 1/4/2016 | 6,000 | — | $34.14 | 1/4/2026 | — | $— | — | $— | | | 1/4/2017 | 6,000 | — | $39.38 | 1/4/2027 | — | $— | — | $— | | | 1/4/2018 | 10,000 | — | $52.06 | 1/4/2028 | — | $— | — | $— | | | 1/4/2019 | 8,000 | 2,000 | $40.49 | 1/4/2029 | 1,700 | $17,629 | — | $— | | | 1/3/2020 | 10,634 | 7,087 | $24.43 | 1/3/2030 | 5,634 | $58,425 | — | $— | | | 1/4/2021 | 8,244 | 12,366 | $28.37 | 1/4/2031 | 6,006 | $62,282 | 4,168 | $— | | | 1/4/2022 | 7,395 | 29,579 | $18.10 | 1/4/2032 | 13,270 | $137,610 | 7,148 | $30,593 | | | 2/24/2023 | — | 23,192 | $13.72 | 2/24/2033 | 22,078 | $228,949 | 9,347 | $71,691 | | Patrick J. Orr | 1/5/2015 | 2,000 | — | $30.30 | 1/4/2026 | — | $— | — | $— | | | 1/4/2016 | 4,000 | — | $34.14 | 1/4/2027 | — | $— | — | $— | | | 1/4/2017 | 5,000 | — | $39.38 | 1/4/2028 | — | $— | — | $— | | | 1/4/2018 | 5,000 | — | $52.06 | 1/4/2029 | — | $— | — | $— | | | 1/4/2019 | 4,000 | 1,000 | $40.49 | 1/3/2030 | 770 | $7,985 | — | $— | | | 1/3/2020 | 5,115 | 3,408 | $24.43 | 1/4/2031 | 2,578 | $26,734 | — | $— | | | 1/4/2021 | 6,169 | 9,252 | $28.37 | 1/4/2032 | 4,494 | $46,603 | 3,078 | $— | | | 1/4/2022 | 5,269 | 21,074 | $18.10 | 1/4/2032 | 9,454 | $98,038 | 5,093 | $21,798 | | | 2/24/2023 | — | 17,540 | $13.72 | 2/24/2033 | 16,698 | $173,158 | 7,069 | $54,219 |

  43. Outstanding Equity Awards at December 31, 2023

    EXECUTIVE COMPENSATION 2024 PROXY STATEMENT 42

  44. Outstanding Equity Awards at December 31, 2023

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date1 | Vested, Exercisable | Unvested | Option Exercise Price | Option Expiration Date | Unvested2 | Market Value of Unvested3 | Unvested Equity Incentive Plan Awards4 | Market Value of Equity Incentive Plan Awards4 | | Andrew M. Brophy | 1/4/2019 | — | — | $— | — | 24 | $249 | — | $— | | | 1/3/2020 | — | — | $— | — | 246 | $2,551 | — | $— | | | 1/4/2021 | — | — | $— | — | 423 | $4,387 | — | $— | | | 1/4/2022 | — | — | $— | — | 2,210 | $22,918 | — | $— | | | 2/24/2023 | — | — | $— | — | 3,644 | $37,788 | — | $— |

  45. Outstanding Equity Awards at December 31, 2023

    1.Options and stock awards vest 20% per year on the anniversary of the grant date for each of the five years subsequent to the grant date. 2.Unless otherwise noted herein, restricted stock awards and restricted stock units vest at the rate of 20% annually, commencing on the first anniversary from the grant date, subject to accelerated vesting upon certain terminations of employment following certain corporate transactions involving the Company. The shares of Common Stock underlying the restricted stock awards and restricted stock units will be issued upon vesting. 3.Valued based on the closing price of a share of the Company’s Common Stock on December 31, 2023 as reported on the Nasdaq Global Select Market ($10.37). 4.Performance stock unit awards were granted under the 2020 Plan and vest upon certification by the Board in 2024, 2025 and 2026 provided that the performance targets, based on Relative TSR, are met for the three-year periods ended December 31, 2023, 2024 and 2025. The awards are valued at fair market value as of December 31, 2023. The number of outstanding unvested equity incentive plan awards is equal to the number of PSUs earned based on achieving a performance target at the 50th percentile. The 2022 and 2023 grants were valued at $4.28 and $7.67 per unit, respectively, based upon a Monte Carlo simulation used to determine the probable outcome of the performance condition at December 31, 2023. The 2021 grants had no value at December 31, 2023 since performance was below the 25th percentile and December 31, 2023 marked the end of the performance period for that tranche of grants.

  46. Option Exercises and Stock Vested During 2023

    Option Exercises and Stock Vested During 2023 The following table sets forth information concerning the option exercises and stock awards vested of each of the NEOs during the year ended December 31, 2023:

  47. Option Exercises and Stock Vested During 2023

    | | Stock Option Awards | | Restricted Stock and Restricted Stock Units | | | | Number of Shares Acquired On Exercise | Value Realized on Exercise | Number of Shares Acquired On Vesting | Value Realized on Vesting | | Name | (#) | ($) | (#) | ($) | | Theodore Wahl | — | $— | 56,365 | $711,910 | | John C. Shea | — | $— | 11,038 | $139,455 | | Andrew W. Kush | — | $— | 11,038 | $139,455 | | Patrick J. Orr | — | $— | 6,121 | $77,382 | | Andrew M. Brophy | — | $— | 841 | $10,642 |

  48. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table sets forth information concerning the non-qualified deferred compensation of each of the NEOs during the year ended December 31, 2023, as well as the aggregate balance of non-qualified deferred compensation as of December 31, 2023:

  49. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY | Registrant Contributions in Last FY | Aggregate Gains (Losses) in Last FY | Aggregate Balance at Last FYE | | Theodore Wahl | $201,483 | $50,371 | $636,929 | $4,669,481 | | John C. Shea | $105,159 | $26,290 | $185,506 | $1,787,058 | | Andrew W. Kush | $118,495 | $29,624 | $63,107 | $1,080,499 | | Patrick J. Orr | $103,895 | $25,974 | $59,564 | $604,642 | | Andrew M. Brophy | $42,908 | $10,727 | $29,202 | $231,590 |

  50. Non-Qualified Deferred Compensation

    EXECUTIVE COMPENSATION 2024 PROXY STATEMENT 43

  51. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is providing the following information about the relationship of the annual total compensation of the Company’s employees and the annual total compensation of the President and Chief Executive Officer. The CEO pay ratio figures below are a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. At December 31, 2023, we had over 33,000 employees (full-time and part-time), all located in the United States. We determined the total annual compensation for our employees for the year ended December 31, 2023 using data from our payroll records for the month of December 2023, which we then extrapolated for the full year of 2023. The components of total annual compensation for our employees are the same as those used to determine the total compensation of our NEOs for the purposes of the SCT. We did not make any full-time equivalent adjustments for part-time employees. The results were then ranked, excluding the President and Chief Executive Officer, from lowest to highest, and the median employee was identified. We then compared the total annual compensation of the median employee to that of the President and Chief Executive Officer. The total annual compensation of the median employee for the year ended December 31, 2023 was $31,814. For the year ended December 31, 2023, the ratio of our President and Chief Executive Officer’s total annual compensation to that of our median employee was approximately 143:1. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s total annual compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. EXECUTIVE COMPENSATION 2024 PROXY STATEMENT 44

  52. Pay Versus Performance

    Pay Versus Performance

  53. Pay Versus Performance

    | Year | Summary Compensation Table total for PEO1 | Compensation Actually Paid (“CAP”) to PEO 1, 2, 3 | Average Summary Compensation Table total for non-PEO NEOs4 | Average CAP to non-PEO NEOs2, 4, 5 | Value of initial fixed $100 investment based on: | | Net income7 (in thousands) | Income before income taxes7, 8 (in thousands) | | | | | | | Total shareholder return6 | Peer group total shareholder return6 | | | | 2023 | $4,559,910 | $3,337,578 | $1,090,770 | $953,222 | $48 | $144 | $38,386 | $53,056 | | 2022 | $4,414,263 | $2,445,181 | $1,027,589 | $765,385 | $56 | $123 | $34,243 | $44,553 | | 2021 | $4,405,773 | $1,424,534 | $986,045 | $593,330 | $78 | $142 | $48,543 | $65,512 | | 2020 | $4,182,274 | $4,908,914 | $1,254,008 | $1,535,216 | $120 | $114 | $98,682 | $129,186 |

  54. Pay Versus Performance

    1.Our CEO, Theodore Wahl, is listed in the table as the principal executive officer (“PEO”) for each year. 2.Compensation actually paid is defined in Item 402(v)(2)(iii) of Regulation S-K. Reconciliation of the amounts included in the Summary Compensation Table to compensation actually paid is provided in the “Narrative Disclosure to Pay Versus Performance Table” section below. 3.Below is the reconciliation of the Summary Compensation Table to Compensation Actually Paid for the PEO:

  55. Pay Versus Performance

    | Reconciliation of Summary Compensation to CAP for Principal Executive Officer | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table | $4,559,910 | $4,414,263 | $4,405,773 | $4,182,274 | | Less: Equity awards included in Summary Compensation Table | (3,193,867) | (2,951,289) | (3,092,728) | (2,618,792) | | Add: Year-end fair value of equity awards granted during current year that are outstanding and unvested at year- end | 2,043,205 | 1,695,607 | 1,322,617 | 2,576,882 | | Add: Change in fair value of equity awards granted in prior years that are outstanding and unvested at year-end | (126,179) | (961,109) | (1,452,692) | 526,740 | | Add: Change in fair value during current year of equity awards granted in prior years that vested in the current year | (2,866) | 10,543 | 10,543 | 2,750 | | Add: Fair value on vesting date for current year equity grants | 57,375 | 74,167 | 62,953 | 65,323 | | Less: Fair value at end of prior year for any stock awards which were forfeited during current year | — | — | — | — | | Add: Dollar value of any dividends, dividend equivalents, or other earnings paid on stock or option awards | — | 162,999 | 168,068 | 173,737 | | Total Compensation Actually Paid (CAP): | $3,337,578 | $2,445,181 | $1,424,534 | $4,908,914 |

  56. Pay Versus Performance

    4.The non-PEO NEOs included in the calculation for average summary compensation and compensation actually paid for each applicable year are the following: •2023: John C. Shea, Andrew W. Kush, Patrick J. Orr, and Andrew M. Brophy •2022: John C. Shea, Andrew W. Kush, Patrick J. Orr, and Andrew M. Brophy •2021: John C. Shea, Andrew W. Kush, Patrick J. Orr, Jason J. Bundick, and Andrew M. Brophy •2020: John C. Shea, Michael E. McBryan (former Executive Vice President, Chief Revenue Officer & Director), Andrew W. Kush, and Jason J. Bundick EXECUTIVE COMPENSATION 2024 PROXY STATEMENT 45

  57. Pay Versus Performance

    Pay Versus Performance 5.Below is the reconciliation of the Summary Compensation Table to Compensation Actually Paid to the non-PEO NEOs:

  58. Pay Versus Performance

    | Reconciliation of Summary Compensation to Average CAP for Non-Principal Executive Officer Named Executive Officers | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table | $1,090,770 | $1,027,589 | $986,045 | $1,254,008 | | Less: Equity awards included in Summary Compensation Table | (430,864) | (421,208) | (404,679) | (427,318) | | Add: Year-end fair value of equity awards granted during current year that are outstanding and unvested at year-end | 289,006 | 242,410 | 187,532 | 534,983 | | Add: Change in fair value of equity awards granted in prior years that are outstanding and unvested at year-end | (15,443) | (127,340) | (218,593) | 110,687 | | Add: Change in fair value during current year of equity awards granted in prior years that vested in the current year | (1,594) | 1,272 | 1,429 | 790 | | Add: Fair value on vesting date for current year equity grants | 21,347 | 20,827 | 18,401 | 28,039 | | Less: Fair value at end of prior year for any stock awards which were forfeited during current year | — | — | — | — | | Add: Dollar value of any dividends, dividend equivalents, or other earnings paid on stock or option awards | — | 21,835 | 23,195 | 34,027 | | Total Compensation Actually Paid (CAP): | $953,222 | $765,385 | $593,330 | $1,535,216 |

  59. Pay Versus Performance

    6.Total shareholder return (TSR) is calculated based on the return of $100 invested four years prior to the applicable year-end date in stock or index, including reinvestment of dividends. For purposes of the peer group TSR, the Company used the peer group it uses for purposes of Regulation S-K Item 201(e)(1)(ii), please see the Company’s Annual Report on Form 10-K filed with the SEC on February 16, 2024 for further information (the “2023 Form 10-K”). 7.During the 2023 year-end financial reporting process, the Company identified a prior period accounting error for accrued payroll, and specifically accrued vacation that was concluded not to be material to the Company's previously reported consolidated financial statements.The Company corrected the errors by revising the Company's Consolidated Balance Sheets and Consolidated Statements of Comprehensive Income for the years ended December 31, 2022 and 2021 in the 2023 Form 10-K. The amounts listed in the table above for Net Income as well as Income Before Income Taxes are reflective of these corrections. 8.Our company-selected measure is Income before Income Taxes. Our Consolidated Statements of Comprehensive Income included on our Form 10-K include details of how this is calculated. Differences in the calculations of compensation in the summary compensation and the compensation actually paid are driven primarily on the determination of fair value used to calculate GAAP stock compensation expense and the SEC definition in the compensation actually paid calculation and the timing of equity awards issued during the years ended December 31, 2023, 2022, 2021, and 2020. For each of the periods included in the CAP table, we have granted the vast majority of our equity awards to the NEOs, including the PEO, and other employees during the first quarter of each fiscal year. Expense for GAAP purposes (which is included in the Summary Compensation Table) for these grants is measured at fair value at the grant date using the current stock price and other inputs that are determined at the grant date, which is then recorded as straight-line stock compensation expense over the vesting period for each grant. In the CAP calculation, the fair value of each equity award is revalued at the end of each fiscal year (instead of the grant date) or upon vesting. For unvested RSUs, we calculated the fair value of outstanding units as the total number of unvested shares times the year-end stock price. For unvested stock options, we calculated the fair value of outstanding unvested options using an updated Black-Scholes model with inputs updated for each respective year-end date. For unvested PSUs, we calculated the fair value of unvested units using an updated Monte-Carlo model with inputs updated for each respective year-end date. Changes in fair value from the grant date, or the previous year-end, to the end of each year in the table were primarily driven by changes in our stock price. No changes were made to the valuation methods or models used in calculating the fair value as of year-end versus each grant date, and no significant changes were made to assumptions used in the models. As equity awards are a significant portion of the compensation package provided to our NEOs, our CAP may fluctuate significantly from period to period based on changes in our stock price. EXECUTIVE COMPENSATION 2024 PROXY STATEMENT 46

  60. Pay Versus Performance

    Pay Versus Performance

  61. Pay Versus Performance

    Pay Versus Performance Below is a graphical depiction of the relationship between the compensation actually paid calculation for the PEO and the non-PEO Named Executive Officers to the TSR and peer group TSR: *Value of initial fixed investment of $100. EXECUTIVE COMPENSATION 2024 PROXY STATEMENT 48