DEF 14A of Ensign Group, Inc, Apr 4, 2025

DEF 14A of Ensign Group, Inc

Filed Apr 4, 2025 · FY20240001125376-25-000055

Open on EDGAR

  1. Election of Directors

    Election of Directors

  2. Election of Directors

    | Recommendation of the Board: | FOR each director nominee | ✓ |

  3. Election of Directors

    Upon the recommendation of the Nominating and Corporate Governance Committee, our Board, including its independent directors, selected and approved Dr. Ann S. Blouin, Dr. John O. Agwunobi and Mr. Barry R. Port as nominees for election as Class III directors, the class being elected at the Annual Meeting. Each nominee is to serve for a term of three years, expiring at the 2028 annual meeting of stockholders or until his or her successor is duly appointed or elected and qualified or until his or her earlier death, resignation or removal. Also, upon the recommendation of the Nominating and Corporate Governance Committee, our Board, including its independent directors, selected and appointed Mr. Mark V. Parkinson for service on the Board of Directors for a term starting on October 21, 2024 and ending on the date of the Company’s 2025 Annual Meeting. In addition, Mr. Mark V. Parkinson is a nominee for election as a Class II director. If Mr. Mark V. Parkinson is elected to serve as a director for the initial two-year term, the Board of Directors anticipates that Mr. Mark V. Parkinson will be nominated for election to serve a three-year term as a Class II director at the 2027 Annual Meeting with a term that would expire in 2030. We are not aware of any arrangements or understandings between the director nominees and any other person pursuant to which such persons were selected as a director nominee. Dr. Ann S. Blouin, Dr. John O. Agwunobi, Mr. Mark V. Parkinson and Mr. Barry R. Port currently serve as members of our Board and if elected have agreed to continue to serve on the Board and on the committees set forth below. In the event the nominees named herein are unable to serve or decline to serve at the time of the Annual Meeting, the persons named in the enclosed proxy will exercise discretionary authority to vote for substitutes. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the nominees. This proxy cannot be voted for a greater number of persons than four and cumulated voting is not permitted.

  4. Election of Directors

    | | | | Committee Membership | | | | | | Name | Age | Director Since | Board of Directors | Audit Committee | Quality Assurance & Compliance | Nominating & Corporate Governance | Compensation | | Ann S. Blouin | 72 | 2018 | ✓ | | Chair | ✓ | | | John O. Agwunobi | 60 | 2023 | ✓ | ✓ | ✓ | | | | Mark V. Parkinson | 67 | 2024 | ✓ | | ✓ | ✓ | | | Barry R. Port | 50 | 2019 | ✓ | | ✓ | | |

  5. Election of Directors

    Background information regarding the nominees and all other directors as of March 20, 2025, including some of the attributes that led to their selection, appears below. In addition, the Board firmly believes that the experience, attributes and skills of any single director nominee should not be viewed in isolation, but rather in the context of the experience, attributes, and skills that all director nominees bring to the Board as a whole, each of which contributes to the function of an effective Board.

  6. Determinations Regarding Director and Nominee Independence

    Determinations Regarding Director and Nominee Independence The Company's common stock is listed on the Nasdaq Global Select Market. The Nasdaq Listing Rules require that a majority of the members of a listed company’s board of directors qualify as “independent”. After review of all of the relevant transactions or relationships between each director (and his or her family members) and us, our senior management and our independent registered public accounting firm, our Board has affirmatively determined that each of Drs. Ann S. Blouin and John O. Agwunobi, Ms. Swati B. Abbott, and Messrs. Daren J. Shaw, Barry M. Smith and Mark V. Parkinson are "independent" within the meaning of the applicable Nasdaq Listing Rules. Further, each member of our Board serving on our Audit Committee, Compensation and Nominating and Corporate Governance Committee is “independent” within the meaning of the applicable Nasdaq Listing Rules and, as applicable, the Securities Exchange Act of 1934, as amended (the "Exchange Act").

  7. Determinations Regarding Director and Nominee Independence

    | NOMINEES AND DIRECTORS |

  8. Determinations Regarding Director and Nominee Independence

    The following biographical information sets forth certain information with respect to the nominees for election as well as the continuing directors whose terms expire at the annual meeting of stockholders in 2026 and 2027. The information is current as of March 20, 2025. The information presented below for each director includes the specific experience, qualifications, attributes and skills that led us to the conclusion that such director should be nominated to serve on our Board in light of our business.

  9. Nominees for Election to the Board of Directors

    Nominees for Election to the Board of Directors

  10. Class III Directors with Terms Ending at the 2028 Annual Meeting of Stockholders

    Class III Directors with Terms Ending at the 2028 Annual Meeting of Stockholders

  11. Class III Directors with Terms Ending at the 2028 Annual Meeting of Stockholders

    | Ann S. Blouin | AGE | DIRECTOR SINCE | COMMITTEES | | Director | 72 | 2018 | Quality Assurance & Compliance (Chair) and Nominating & Corporate Governance | | Experience | | | | | Dr. Blouin has served as a member of our Board since November 2018. Dr. Blouin retired in 2018 from her role as Executive Vice President of Customer Relations at The Joint Commission, an independent, nonprofit organization that accredits U.S. health care organizations and programs. Prior to that, she served as Executive Vice President of Accreditation and Certification Operations from 2008 to 2012. In both roles, she provided leadership in aligning the strategic and operating goals of the organization with its client base. The Joint Commission has accreditation and certification programs across the care continuum, including long-term care. With more than 30 years of health care administration, consulting and clinical nursing experience, Dr. Blouin has held key senior leadership positions at community teaching hospitals and academic medical centers. While serving in key leadership roles with the consulting firms of Deloitte LLP, Ernst & Young Global Limited, Cap Gemini SE and Huron Consulting Group, she worked with multiple health systems across the United States and Canada to help them improve operating cost efficiency and effectiveness, revenue management, care coordination, and quality and patient safety. Since May 2018, Dr. Blouin has served as President of PSQ Advisory, a consulting firm specializing in quality, safety, nursing and clinical care. In this capacity, she collaborates with boards and senior leadership to deliver strategic guidance on patient care quality and safety for America's health systems. In addition, Dr. Blouin also serves on the Institute for Healthcare Improvement Board of Directors and as an editorial advisor for the Journal of Nursing Administration. Dr. Blouin is an Assistant Professor at Loyola University of Chicago. Dr. Blouin earned her Doctor of Philosophy (PhD) in Nursing Sciences and Master in Business Administration (MBA) from the University of Illinois at Chicago. Dr. Blouin received her Master of Science in Nursing (MSN) from Loyola University of Chicago, and Bachelor of Science in Nursing (BSN) from Lewis University in Romeoville, Illinois. We believe that Dr. Blouin’s extensive experience and leadership supports the conclusion that she should serve as one of our directors. | | | |

  12. Class III Directors with Terms Ending at the 2028 Annual Meeting of Stockholders

    | John O. Agwunobi | AGE | DIRECTOR SINCE | COMMITTEES | | Director | 60 | 2023 | Audit Committee and Quality Assurance & Compliance | | Dr. Agwunobi has held several positions in both the public and private sector. He assumed the role of Chief Executive Officer in March 2020 and Chairman in April 2020 at Herbalife Nutrition Inc., a multinational multi-level marketing corporation that develops and sells dietary supplements, holding both positions until October 2022. Previously, Dr. Agwunobi served as Chief Health and Nutrition Officer at Herbalife, responsible for training, education, science strategy and product development since 2016. He has also served as Co- President of Herbalife from May 2018 to March 2020. Prior to joining Herbalife, Dr. Agwunobi was an independent consultant, advising a number of privately-held health-related companies, including serving as an advisory board member of Shopko Stores Operating Co., LLC on behalf of the private equity firm Sun Capital Partners. He also served as a member of the board for Magellan Health Inc., a for-profit managed health care company, focused on special populations, complete pharmacy benefits and other specialty areas of healthcare from December 2014 to June 2019. From September 2007 to April 2014, Dr. Agwunobi served as Senior Vice President and President of Health and Wellness for Wal-Mart (NYSE: WMT) in the United States where he grew the business and provided insight and advice on the company’s health reform position. From December 2005 to September 2007, he served as the Assistant Secretary of Health for the U.S. Department of Health and Human Services, where he was responsible for disease prevention and health promotion. His responsibilities included the oversight of the Centers for Disease Control, National Institute of Health, the U.S. Food and Drug Administration, the Office of the U.S. Surgeon General, and numerous other public health offices and programs. Dr. Agwunobi currently serves as a director for bluebird bio Inc. (NASDAQ: BLUE), a biotechnology company committed to developing gene therapies for severe genetic diseases, a post that he has held since June 2017. He is also currently serving as a member of the board of the U.S. African Development Foundation and has been serving in that capacity since 2008. We believe that Dr. Agwunobi's extensive experience in public health programs and governmental agencies relevant to the healthcare industry support the conclusion that he should serve as one of our directors. | | | |

  13. Class III Directors with Terms Ending at the 2028 Annual Meeting of Stockholders

    | Barry R. Port | AGE | DIRECTOR SINCE | COMMITTEES | | Chief Executive Officer and Director | 50 | 2019 | Quality Assurance & Compliance | | Experience | | | | | Mr. Port has served as Chief Executive Officer since May 2019 and is a member of our Board of Directors. He is also a member of the Board of Directors for the American Health Care Association (AHCA) and has co-chaired Partners Advancing Post-Acute Care (formerly CPAC), an organization that advocates for over 14,000 facilities in the post-acute care sector, since 2024. Before becoming CEO, Mr. Port served as Chief Operating Officer at Ensign Services, Inc. from January 2012 to May 2019, overseeing field support and back-office services for affiliated skilled nursing and senior living operations nationwide. Prior to that, he was President of Keystone Care, Inc. from March 2006 to December 2011, where he supervised facilities across Texas. Earlier in his career, he held various operational roles managing affiliated skilled nursing campuses in Arizona and Texas. Mr. Port earned a Bachelor’s Degree from Brigham Young University and holds Master’s Degrees in Business Administration and Health Services Administration from the W.P. Carey School of Business at Arizona State University. We believe that Mr. Port’s extensive operating experience, his leadership and business skills, support the conclusion that he should serve as one of our directors. | | | |

  14. Class III Directors with Terms Ending at the 2028 Annual Meeting of Stockholders

    Class II Directors with Terms Ending at the 2027 Annual Meeting of Stockholders

  15. Class III Directors with Terms Ending at the 2028 Annual Meeting of Stockholders

    | Mark V. Parkinson | AGE | DIRECTOR SINCE | COMMITTEES | | Director | 67 | 2024 | Quality Assurance & Compliance and Nominating & Corporate Governance | | Experience | | | | | Mr. Parkinson has held several positions in both the public and private sector and is currently the Principal of the American Health Care Association and the National Center for Assisted Living (AHCA/NCAL), which represents more than 14,000 nursing homes, assisted living communities, and intermediate care facilities for individuals with disabilities. Previously, Mr. Parkinson was the association’s President and CEO for 14 years from 2011 to 2024. Under Mr. Parkinson’s leadership, AHCA/NCAL focused on delivering policy solutions to Congress and the Executive Branch, with a special emphasis on quality care. During his tenure, AHCA/NCAL remained the largest association in long term care and enjoyed record membership. Prior to his role as President and CEO for AHCA/NCAL, Mr. Parkinson served as the 45th Governor of the State of Kansas from 2009 to 2011, the 47th Lieutenant Governor of the State of Kansas from 2007 to 2009, and a Kansas state legislator. He also built, owned, and operated nursing home and senior living facilities in Kansas and Missouri between 1996 and 2006. Mr. Parkinson earned his Bachelor of Arts degree from Wichita State University and his Juris Doctor from the University of Kansas. We believe that Mr. Parkinson's extensive experience in public health programs and governmental agencies relevant to the healthcare industry support the conclusion that he should serve as one of our directors. | | | |

  16. Continuing Members of the Board of Directors

    Continuing Members of the Board of Directors

  17. Class I Directors with Terms Ending at the 2026 Annual Meeting of Stockholders

    Class I Directors with Terms Ending at the 2026 Annual Meeting of Stockholders

  18. Class I Directors with Terms Ending at the 2026 Annual Meeting of Stockholders

    | Barry M. Smith | AGE | DIRECTOR SINCE | COMMITTEES | | Lead Independent Director | 71 | 2014 | Compensation Committee and Nominating & Corporate Governance (Chair) | | Experience | | | | | Mr. Smith has served as a member of our Board of Directors since 2014. He most recently served as Chairman and Chief Executive Officer of Magellan Health, Inc. (NASDAQ: MGLN), the nation’s largest provider of behavioral health services and a leading national provider of radiology benefit management services, specialty pharmacy and prescription benefit management services, since 2013. He retired from Magellan at the end of 2019. He founded and served as Chairman, President and Chief Executive Officer of VistaCare, Inc., a national provider of hospice services, from 1996 to 2002, and he served as Chairman of VistaCare in 2003. From 1990 through 1995, Mr. Smith served as Chairman and Chief Executive Officer of Value Rx, Inc., which was then one of the country’s largest pharmacy benefit management companies and, prior to that, served as vice president of operations for PCS Health Systems, also a pharmacy benefit management firm. We believe Mr. Smith’s extensive experience as a proven and experienced leader in numerous healthcare businesses that are closely related to our businesses and his valuable strategic and other management insights support the conclusion that he should serve as one of our directors. | | | |

  19. Class I Directors with Terms Ending at the 2026 Annual Meeting of Stockholders

    | Swati B. Abbott | AGE | DIRECTOR SINCE | COMMITTEES | | Director | 61 | 2020 | Audit Committee, Compensation Committee (Chair), and Nominating & Corporate Governance | | Experience | | | | | Ms. Abbott has served as a member of our Board since January 2020. Ms. Abbott most recently served as the President and Chief Executive Officer of Health Intelligence Company LLC, doing business as Blue Health Intelligence, a healthcare data and analytics company, from May 2011 to March 2022. Prior to joining Blue Health Intelligence, Ms. Abbott served as the president of MEDai, Inc., an industry leader in AI based predictive analytics, prior to its acquisition by Reed Elsevier in 2008. She also served as Managing Director for the Medical Management Strategic Business Unit at ViPS. Currently, Ms. Abbott also serves on the board of TalkSpace, Inc. (NASDAQ: TALK), an online and mobile therapy company. She also served as a Director of Magellan Health Inc. (NASDAQ: MGLN) from May 2018, until its acquisition by Centene in January 2022. We believe that Ms. Abbott's extensive experience and leadership in the healthcare services industry supports the conclusion that she should serve as one of our directors. | | | |

  20. Class I Directors with Terms Ending at the 2026 Annual Meeting of Stockholders

    | Suzanne D. Snapper | AGE | DIRECTOR SINCE | COMMITTEES | | Chief Financial Officer, Executive Vice President and Director | 51 | 2022 | Quality Assurance & Compliance | | Ms. Snapper has served in a multifaceted role within the Company since joining in April 2007. With a proven track record in corporate finance, Ms. Snapper was instrumental in the spin-offs of Care Trust REIT (NASDAQ: CTRE) in 2014 and Pennant Group (NASDAQ: PNTG) in 2019, implementing strategies to meet market needs and enhance shareholder value. She also played a key role in forming Standard Bearer REIT in 2022, driving financial structuring and growth initiatives that solidified the Company's leadership in real estate investment. Since August 2009, she has served as our Chief Financial Officer, following her role as Vice President of Finance upon joining Ensign in 2007, overseeing various critical functions including accounting, finance, information technology, tax, internal controls, investor relations, managed care, treasury, and finance risk management. She has served as a member of our Board of Directors since 2022. We believe that Ms. Snapper's leadership experience, her knowledge of our business and operations, and extensive finance experience with public companies, support the conclusion that she should serve as one of our directors. | | | |

  21. Class II Directors with Terms Ending at the 2027 Annual Meeting of Stockholders

    Class II Directors with Terms Ending at the 2027 Annual Meeting of Stockholders

  22. Class II Directors with Terms Ending at the 2027 Annual Meeting of Stockholders

    | Christopher R. Christensen | AGE | DIRECTOR SINCE | COMMITTEES | | Co-founder, Executive Chairman and Chairman of the Board | 56 | Formation in 1999 | | | Experience | | | | | Mr. Christensen assumed the role of President in 1999 and was our Chief Executive Officer from April 2006 until May 2019. On May 30, 2019, he transitioned to the position of Executive Chairman and Chairman of the Board. Since the establishment of the Company in 1999, Mr. Christensen has been a pivotal member of our Board of Directors. Before founding Ensign, he held the position of acting Chief Operating Officer at Covenant Care, Inc., a prominent long-term care provider based in California. Mr. Christensen has been instrumental in guiding our Company's growth and development since its inception. Additionally, as a co-founder of both The Pennant Group, Inc. (NASDAQ: PNTG) and Care Trust REIT, Inc. (NASDAQ: CTRE), he assumed board roles for both companies upon their public listings and has remained an active member of The Pennant Group's board from 2019 to the present day. We believe that Mr. Christensen’s important role in our history, the creation of our culture, the financial discipline of our balance sheet and overall management of our Company and its independent subsidiaries support the conclusion that he should serve as one of our directors and chairman. | | | |

  23. Class II Directors with Terms Ending at the 2027 Annual Meeting of Stockholders

    | Daren J. Shaw | AGE | DIRECTOR SINCE | COMMITTEES | | Director | 68 | 2012 | Audit (Chair) and Compensation Committee | | Experience | | | | | Mr. Shaw has served as a member of our Board since March 2012. Mr. Shaw also serves as a member of the board of trustees of Keystone Private Income Fund, a registered closed-end investment company. Mr. Shaw has served for more than 35 years in leadership capacities with several financial services firms. In 2019, he retired as a Managing Director of the Investment Banking Group at D.A. Davidson & Co., a middle-market full-service investment banking firm. While at D.A. Davidson & Co., Mr. Shaw served on the Senior Management Committee and board of directors and served as the lead investment banker in a wide variety of transactions, including public stock offerings, private placements, and mergers and acquisitions. Previously, Mr. Shaw served for 12 years with Pacific Crest Securities, in various roles, including Managing Director. Mr. Shaw's previous leadership positions at several investment banking firms provide him with valuable financial understanding, and supports his role as Chair of our Audit Committee. We believe that Mr. Shaw’s extensive experience and leadership in working with financial institutions supports the conclusion that he should serve as one of our directors. | | | |

  24. Class II Directors with Terms Ending at the 2027 Annual Meeting of Stockholders

    | BOARD STRUCTURE AND PRACTICES |

  25. Class II Directors with Terms Ending at the 2027 Annual Meeting of Stockholders

    Our Executive Chairman and Chairman of the Board, Christopher R. Christensen, is one of the Company's founders and is the former Chief Executive Officer and President. The role of the Executive Chairman of the Board is to provide governance and leadership to the Board, including helping to organize the Board's work and ensuring that its members have accurate and timely information to effectively carry out their responsibilities. The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board as the Board believes it is in the best interests of the Company to make that determination based upon the position and direction of the Company and the membership of the Board. The Board has determined that not having the Company's Chief Executive Officer also serve as Chairman of the Board is in the best interest of the Company's stockholders at this time. However, the Board has determined that having the Company's former Chief Executive Officer serve as the Executive Chairman of the Board is in the best interest of the Company stockholders because of the former Chief Executive Officer's extensive knowledge of the Company and its industry, and serves to foster greater communication between the Company's management and the Board. The Board established the position of a Lead Independent Director (the “Lead Independent Director”), to designate a non-employee independent director of the Board to serve as such Lead Independent Director, and to have such Lead Independent Director serve in a lead capacity to, among other things: (i) coordinate the activities of the other independent directors of the Board; (ii) provide guidance and assistance to the Company’s management and a liaison with the Chairman and management; (iii) evaluate the Board and Committee performance, effectiveness and composition; (iv) communicate to stockholders; and (v) perform such other duties and responsibilities as the Board of Directors or the other independent directors may determine, from time to time. Below are some highlights of our corporate governance practices:

  26. Class II Directors with Terms Ending at the 2027 Annual Meeting of Stockholders

    | Board Structure and Practices | | Board's Role in Risk Oversight | | | ⬥ | Each of our Board members is elected at least every three years. | ⬥ | Our Board actively oversees the Company's risk and enterprise-wide risk management process in a way that balances managing risks while enhancing the long-term value of the Company for the benefit of the stockholders. | | ⬥ | We have majority voting for our director elections. | | | | ⬥ | Six of our Board members are independent, in accordance with Nasdaq Listing Rules and our Corporate Governance guidelines at investor.ensigngroup.net/governance. | ⬥ | Our Board focuses on effective risk oversight to set the Company's tone and culture towards effective risk management by developing and establishing a mutual understanding with management of the Company's risk philosophy and overall appetite for risk. | | ⬥ | Our Lead independent Director helps to facilitate free and open discussion and communication among the independent directors of the Board and between the Board and management. Our Lead Independent Director guidelines are at investor.ensigngroup.net/governance. | ⬥ | Our Board is actively involved with management assessment of existing risk management processes and how management identifies, assesses and manages the Company's most significant risk exposures. Our Board expects frequent updates from management about the Company's most significant risks so as to enable it to evaluate whether management is responding appropriately. | | ⬥ | We have adopted a process to enable stockholders to nominate directors in accordance with our Bylaws | | | | ⬥ | Our independent directors meet frequently in executive session. | ⬥ | Our Board is actively engaged in managing talent and long-term succession planning for executives. |

  27. Class II Directors with Terms Ending at the 2027 Annual Meeting of Stockholders

    Our Board relies on each of its sub-committees (the "Board Committees") to help oversee the risk management responsibilities relating to the functions performed by such Board Committees. Each of the Board Committees are required to make regular reports of its actions and communicate any recommendations to the Board, including recommendations to assist the Board with its overall risk oversight function. †Our Audit Committee periodically discusses with management the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company's risk assessment and risk management policies. †Our Compensation Committee helps the Board to identify the Company's exposure to any risks potentially created by our compensation programs and practices. For a further discussion of how the Compensation Committee helps mitigate this risk, see the section titled "Compensation Discussion and Analysis - Compensation Policy and Objectives". †Our Nominating and Corporate Governance Committee helps the Board establish qualifications for a director nominee, including qualities and skills. They oversee the corporate governance policies, procedures and guidelines for the Company. †Our Quality Assurance and Compliance Committee oversee risks relating to the Company's policies and assists the Board and management in promoting an organizational culture that encourages commitment to ethical conduct and a commitment to compliance with the law.

  28. AUDIT COMMITTEE

    | DIRECTOR COMPENSATION |

  29. Principal Economic Elements of Executive Compensation

    Principal Economic Elements of Executive Compensation Base Salary. We believe it is important to pay our executives' salaries within a competitive market range in order to attract and retain highly talented executives. Although historically we have not set executive salaries based upon any particular benchmarks, we may from time to time generally review relevant market data to assist us in our compensation decision process. We have historically validated our compensation decisions by comparing the compensation of executives at other public companies in the healthcare and real estate investment trust industries to the compensation of our executives. Our Compensation Committee reviewed the published compensation of the NEOs of National Healthcare Corporation, Amedysis, Inc., Encompass Healthcare Corp., LTC Properties, Inc., Omega Healthcare Investors, Inc., Welltower Inc., Select Medical Holdings Corp., CareTrust REIT Inc., PACS Group, Inc. and National Health Investors, Inc. We believe that the base salaries of our executives are on the lower end of base salaries of executives with similar positions at comparable companies and the total compensation of our executives is above the median when compared to executives in similar positions at comparable companies. Executive bonuses are contingent upon the Company's performance, including achieving target clinical quality, cultural, compliance, and financial benchmarks. These targets continue to increase year after year and do not stay stagnant regardless of the prior year outcomes. These bonuses, which align with the performance results and comprise of financials, clinical, and cultural metrics, constitute a significant component of total compensation for our executives. The total compensation will vary from year to year based on the Company's achievement of these targets. Each of our executive's base salary is generally determined based upon job responsibilities, individual experience and the value the executive provides to our Company. The Compensation Committee considered each of these factors in determining the compensation each executive would be paid in 2024. We may elect to change this practice in future years, and periodically in the past, the Compensation Committee has elected to employ a Compensation Adviser to examine our compensation practices. The decision, if any, to materially increase or decrease an executive's base salary in subsequent years will likely be based upon these same factors and others recommended by a Compensation Adviser, if any. Our Compensation Committee makes decisions regarding base salary at the time the executive is hired, and makes decisions regarding any changes to base salary on an annual basis. Annual Cash Bonuses. We establish an executive incentive program each year, pursuant to which certain executives may earn annual bonuses based upon our performance. Historically, in the first quarter of each year, our Compensation Committee identifies the plan's participants for the year and establishes an objective formula by which the amount, if any, of the plan's bonus pool will be determined. The Compensation Committee also has the discretion to allocate the bonus pool among the individual executives prior to the end of the year and any such early allocation will remain subject to further adjustments upon the final determination of the bonus pool calculations during the first quarter of each succeeding year. This formula is based upon adjusted annual earnings before provision for income taxes (EBT), a non-GAAP financial metric. Refer to the reconciliation of adjusted EBT in the Pay versus Performance section within this Proxy Statement. The lowest target in 2024 increased by 10.0% from the lowest target in 2023. Our Compensation Committee established the following formula for the bonus pool under the executive compensation plan for 2024 (the "2024 Bonus Pool"):

  30. Principal Economic Elements of Executive Compensation

    | Adjusted Annual Earnings Before Provision for Income Taxes (EBT) in 2024 | 2024 Bonus Pool | | For EBT up to $44.0 million | $— | | For EBT greater than $44.0 million, but less than $54.0 million | EBT between $44.0 million and $54.0 million * 2.5% | | For EBT greater than $54.0 million, but less than $64.0 million | EBT between $54.0 million and $64.0 million * 5.0% | | For EBT greater than $64.0 million, but less than $74.0 million | EBT between $64.0 million and $74.0 million * 7.5% | | For EBT greater than $74.0 million, but less than $89.0 million | EBT between $74.0 million and $89.0 million * 10.0% | | For EBT greater than $89.0 million, but less than $119.0 million | EBT between $89.0 million and $119.0 million * 12.5% | | For EBT greater than $119.0 million | Amount of EBT over $119.0 million * 15.0% |

  31. Principal Economic Elements of Executive Compensation

    Except with respect to grants to our independent directors and other stock grants issued pursuant to the executive incentive plan, the stock options and restricted stock awards that we grant generally vest as to 20% of the shares of common stock underlying the option or restricted stock award on each anniversary of the grant date. If a recipient’s employment with us terminates, then the restricted stock that remains unvested as of the date of the termination of the recipient’s employment will be forfeited without compensation. Until vested, the restricted stock may not be transferred, and vested shares shall be subject to our insider trading policy. Stock options generally have a maximum term of ten years. The grant date of our stock options and restricted stock awards is generally the date our Board or Compensation Committee meets to approve such stock option grants or restricted stock awards. Our Board or Compensation Committee historically has approved stock-based awards at regularly scheduled meetings. Our Board and Compensation Committee intend to continue this practice of approving the majority of stock-based awards at regularly scheduled meetings on a quarterly basis, unless earlier approval is required for a new-hire inducement or position change grant. The exercise price of our stock options is the fair market value of our common stock on the date of grant as determined by the closing price of our common stock on the Nasdaq Stock Market on the date of grant. Prior to the exercise of an option, the holder has no rights as a stockholder with respect to the shares of common stock underlying the option, including voting rights and the right to receive dividends or dividend equivalents. However, the recipients of restricted stock will have the right to vote and to receive any dividends or other distributions paid with respect to their shares of restricted stock, whether vested or unvested. The NEOs receiving stock awards issued pursuant to the executive plan will be required to hold them for one year from the grant date in which they are earned. The ownership and restriction on the restricted stock awards will not terminate upon the individual's separation of service from the Company. Mr. Christopher Christensen and Mr. Barry Port have made recommendations to our Compensation Committee and Board regarding the amount of stock options and other compensation to grant to our other executives based upon their assessment of performance, and may continue to do so in the future. Our executive officers, however, do not have any role in determining the timing of our stock option grants. Although we do not have any formal policy for determining the amount of stock-based awards or the timing of our stock-based awards, we have historically granted stock options or restricted stock to high-performing employees in recognition of their individual achievements and contributions to our Company, and in anticipation of their future service and achievements. We may in the future introduce a more formal plan. Timing of Equity Grants. While we do not have a formal written policy in place with regard to the timing of equity awards in relation to the disclosure of material nonpublic information, our equity awards are generally granted on fixed dates determined in advance. The Compensation Committee and Board takes into account material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement and public releases of such information based on stock option grant dates when determining the timing and terms of such an award to avoid an inappropriate impact on the value of the award. On limited occasions, the Compensation Committee and Board may grant equity awards outside of our fixed dates for recognition and other purposes. In addition, we do not grant stock options or similar equity awards (i) during “blackout” periods or outside a “trading window” established in connection with the public release of earnings information under our insider trading policy or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. The Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During fiscal 2024, no named executive officer received a grant of stock options during the period beginning four business days before, and ending one business day after, the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material nonpublic information. Other Compensation. Our executives are eligible to receive the same benefits that are available to all employees, including the premiums paid to provide life insurance equal to each executive's annual salary and the premiums to provide accidental death and dismemberment insurance. For 2024, Christopher Christensen, Barry Port and Spencer Burton received automobile allowances of $15,900, $11,000 and $10,800, respectively. In addition, Christopher Christensen, Barry Port and Chad Keetch received third-party tax service payments of $21,740, $5,745 and $6,725, respectively. Non-Qualified Deferred Compensation. The Company has a non-qualified deferred compensation plan (the "DCP") that allows participating executives and other highly compensated employees to defer a portion of their base salary compensation and up to 100% of their eligible bonuses. Additionally, the plan allows for the employee deferrals to be deposited into a rabbi trust and the funds are generally invested in individual variable life insurance contracts owned by us that are specifically designed to informally fund savings plans of this nature.

  32. Tax Treatment of Compensation

    Tax Treatment of Compensation Section 162(m) of the Internal Revenue Code (“Section 162(m)”) imposes an annual deduction limit of $1 million on the amount of compensation paid to our highest paid current and certain former named executive officers. Compensation paid to our NEOs over this limit is nondeductible. Notwithstanding the deduction limitations imposed by Section 162(m), the Compensation Committee believes that certain factors other than tax deductibility take precedence when determining the forms and levels of executive compensation most appropriate and in the best interests of us and our stockholders. For example, the Compensation Committee may approve compensation, such as discretionary cash bonuses or time-vesting restricted stock awards, that may not be fully deductible under Section 162(m) in order to, among other things, enable competitive levels of total compensation of our NEOs. Given our changing industry and business, as well as the competitive market for outstanding executives, the Compensation Committee believes that it is important to retain the flexibility to design compensation programs consistent with its overall executive compensation philosophy even if some executive compensation is not fully deductible. While the Compensation Committee cannot predict how the deductibility limit may impact our compensation program in future years, the Compensation Committee intends to maintain an approach to executive compensation that strongly links pay to performance.

  33. Equity Instrument Denominated in the Shares of a Subsidiary

    Equity Instrument Denominated in the Shares of a Subsidiary As an extension of our belief that long-term performance is achieved through an ownership culture, we implemented the Standard Bearer Healthcare REIT, Inc. 2022 Omnibus Incentive Plan (the "Standard Bearer Equity Plan") for Standard Bearer, a real estate investment trust (REIT) that owns and manages the Company's real estate business. The purpose of the Standard Bearer Equity Plan, which was approved by our Board and effective on January 1, 2022, is to promote the interests of the Company and its stockholders by aiding the Company in attracting and retaining officers, employees, consultants, independent contractors and directors capable of assuring the future success of the Company, to offer such persons incentives to continue in the Company's employ or service and to afford persons an opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Company. The Board intends that the Standard Bearer Equity Plan will be primarily used for employees and management of Ensign's independent subsidiaries. The Standard Bearer Equity Plan provides for the grant of stock options, restricted stock and other stock awards to eligible participants under the plan. The grant dates of these awards generally correlate with the grant dates of our Ensign equity grants, when our Board of Directors or Compensation Committee meets to approve such stock option grants or restricted stock awards. Such timing is intended so that the Board of Directors or Compensation Committee may approve awards pursuant to the Standard Bearer Equity Plan regardless of whether or not our Board of Directors or Compensation Committee knows material non-public information on such date. The exercise price of Standard Bearer stock options is the fair market value of Standard Bearer common stock on the date of grant as determined by a third-party valuation firm. The Compensation Committee of the Board of Ensign has full administrative authority under the Standard Bearer Equity Plan, which authorizes the issuance of 6,500,000 shares of Standard Bearer's common stock under the plan. As of March 20, 2025, a total of 39,150 shares of Standard Bearer common stock were then subject to outstanding awards under the Standard Bearer Equity Plan. The stock options and restricted stock awards granted under the Standard Bearer Equity Plan generally vest as to 20% of the shares of common stock underlying the option or restricted stock award on each anniversary of the grant date. If a recipient’s employment with Ensign or its affiliates terminates, then the restricted stock that remains unvested as of the date of the termination of the recipient’s employment will be forfeited without compensation. Because Standard Bearer stock is not traded on a public exchange, shares obtained either by grant or by exercising options are subject to unique limitations. For example, recipients of Standard Bearer common stock do not have certain voting rights and the shares are subject to limitations on transfer or sale. Until vested, the restricted stock may not be transferred and after such shares are vested, they may be subject to further restrictions on transfer, sale or disposition contained in the Standard Bearer Equity Plan, a stockholders agreement between the participant and Standard Bearer, and the terms and conditions of the respective award, including certain call rights and certain put rights set forth in the award. On a quarterly basis, Standard Bearer's common stock will be valued by an independent third-party valuation firm. Once a final valuation has been received, each recipient will be given written notice of the value of Standard Bearer and its common stock. In order to provide the participants with liquidity in their Standard Bearer common stock, each participant has a put right during a window of time established at the sole discretion of the Board. The window will provide a fifteen day period during which the participants in the Standard Bearer Equity Plan can sell certain shares of Standard Bearer stock back to Standard Bearer. Only shares that are vested may be sold back to Standard Bearer. Standard Bearer, at its sole discretion, has the right to purchase all or a portion of such Standard Bearer shares using cash. In order to preserve the linkage between the interests of the Company and Standard Bearer, as well as executives and other key personnel and those of our stockholders, Standard Bearer granted certain of our Board and executives restricted stock awards in Standard Bearer. Our Board and executives who have significant levels of stock ownership are not permitted to hedge the economic risk of such ownership. These individuals receiving these awards will be required to hold them for one year from the end of the calendar year for which they are earned. The ownership and restriction on the restricted stock awards will not terminate upon such individual's separation of service from the Company. For 2024, restricted stock awards in Standard Bearer were granted to the participating Named Executive Officers in the following dollar amounts: Christopher R. Christensen, $13,620, Barry R. Port, $13,620, Suzanne D. Snapper, $13,620, Chad A. Keetch, $13,620 and Spencer W. Burton, $13,620. In addition, the following Board members were granted Standard Bearer restricted stock awards in the following dollar amounts: Barry M. Smith, $6,810, Daren J. Shaw, $6,810, Ann S. Blouin, $6,810, Swati B. Abbott, $6,810, John O. Agwunobi, $6,810 and Mark V. Parkinson, $6,810. These stock awards vest 20% annually over a five-year period. There were no restricted stock awards granted in 2022 and 2023 to the Named Executive Officers or Board members under the Standard Bearer Equity Plan.

  34. Alignment of pay with performance

    | PAY RATIO DISCLOSURE |

  35. Summary Compensation Table

    Summary Compensation Table

  36. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation ($) | Total ($) | | Christopher R. Christensen | 2024 | 606,175 | 662,742 | 882,590 | 2,450,966 | 47,093(4) | 4,649,566 | | Co-Founder, Executive Chairman | 2023 | 588,519 | 830,640 | 289,004 | 2,294,364 | 43,665 | 4,046,192 | | and Chairman of Board | 2022 | 571,378 | 821,182 | 245,451 | 2,416,642 | 37,872 | 4,092,525 | | Barry R. Port | 2024 | 533,266 | 2,614,941 | 882,590 | 6,906,150 | 22,985(5) | 10,959,932 | | Chief Executive Officer | 2023 | 517,734 | 1,916,248 | 2,912,522 | 5,676,027 | 22,864 | 11,045,395 | | | 2022 | 502,654 | 1,718,716 | 438,305 | 5,338,394 | 22,694 | 8,020,763 | | Suzanne D. Snapper | 2024 | 440,524 | 2,283,346 | 784,524 | 5,978,058 | 7,717(6) | 9,494,169 | | Chief Financial Officer | 2023 | 427,693 | 1,670,082 | 2,758,812 | 4,913,346 | 7,234 | 9,777,167 | | and Executive Vice President | 2022 | 415,236 | 1,506,637 | 394,475 | 4,641,419 | 6,736 | 6,964,503 | | Chad A. Keetch | 2024 | 399,950 | 1,603,008 | 621,082 | 3,949,157 | 12,284(7) | 6,585,481 | | Chief Investment Officer | 2023 | 388,301 | 1,160,412 | 2,517,925 | 3,245,824 | 8,198 | 7,320,660 | | and Executive Vice President and Secretary | 2022 | 376,991 | 1,014,219 | 280,515 | 3,068,614 | 8,555 | 4,748,894 | | Spencer W. Burton | 2024 | 339,088 | 1,925,089 | 653,773 | 5,057,540 | 22,863(8) | 7,998,353 | | President and Chief Operations Officer, | 2023 | 329,212 | 1,407,393 | 2,630,349 | 4,156,633 | 17,510 | 8,541,097 | | Ensign Services, Inc. | 2022 | 319,623 | 1,174,928 | 280,515 | 3,720,674 | 16,988 | 5,512,728 |

  37. Summary Compensation Table

    (1)The annual amounts shown are the amounts of compensation cost which will be recognized over the five-year vesting period related to restricted stock awards which were granted during fiscal years 2024, 2023 and 2022, as a result of the adoption of ASC 718. These amounts disregard the estimated forfeiture rate which is considered when recognizing the ASC 718 expense in the consolidated financial statements. For a discussion of valuation and forfeiture assumptions, see Note 15 in our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. In addition, portion of the bonuses paid under the 2024 annual executive incentive plan to Christopher Christensen, Barry Port, Suzanne Snapper, Chad Keetch and Spencer Burton of $649,122, $1,829,121, $1,583,326, $1,045,988 and $1,339,469, respectively, were made in the form of fully vested stock awards. In 2023, portions of bonuses paid under the 2023 annual executive incentive plan to Christopher Christensen, Barry Port, Suzanne Snapper, Chad Keetch and Spencer Burton of $576,260, $1,425,658, $1,234,002, $815,182 and $1,043,993, respectively, and in 2022, portions of bonuses paid under the 2022 annual executive incentive plan to Christopher Christensen, Barry Port, Suzanne Snapper, Chad Keetch and Spencer Burton of $595,502, $1,315,716, $1,143,937, $756,299 and $917,008, respectively, were made in the form of fully vested stock awards. See further discussion under the heading "Compensation Discussion and Analysis--Principal Economic Elements of Executive Compensation." Included in the stock awards total are the 2024 restricted stock awards under the Standard Bearer Equity Plan. Standard Bearer restricted stock awards were granted in 2024 to Christopher Christensen, Barry Port, Suzanne Snapper, Chad Keetch and Spencer Burton in the amount of $13,620, $13,620, $13,620, $13,620 and $13,620, respectively. See further discussion under the heading "Compensation Discussion and Analysis--Equity Instrument Denominated in the Shares of a Subsidiary." (2)The annual amounts shown are the amounts of total compensation cost which will be recognized over the five-year vesting period related to options to purchase common stock which were granted during fiscal years 2024, 2023 and 2022, as a result of the adoption of ASC 718. These amounts disregard the estimated forfeiture rate which is considered when recognizing the ASC 718 expense in the consolidated financial statements. These awards are not immediately exercisable and vest over five years. For a discussion of valuation and forfeiture assumptions, see Note 15 in our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. (3)The amounts shown in this column constitute the cash bonuses made to certain NEOs. Christopher Christensen, Suzanne Snapper, Barry Port, Chad Keetch and Spencer Burton participated in our executive incentive program. These awards are discussed in further detail under the heading "Compensation Discussion and Analysis--Principal Economic Elements of Executive Compensation." The amounts shown include any amounts voluntarily deferred under the Deferred Compensation Plan. See Nonqualified Deferred Compensation below. (4)Consists of term life insurance and accidental death and dismemberment insurance payments of $2,778, a matching contribution to The Ensign Group, Inc. 401(k) retirement plan of $1,725 and Deferred Compensation Plan of $4,950, third-party tax service payments of $21,740 and a car allowance of $15,900. (5)Consists of term life insurance and accidental death and dismemberment insurance payments of $1,290, a matching contribution to The Ensign Group, Inc. Deferred Compensation Plan of $4,950, third-party tax service payments of $5,745 and a car allowance of $11,000. (6)Consists of term life insurance and accidental death and dismemberment insurance payments of $1,042 and a matching contribution to The Ensign Group, Inc. 401(k) retirement plan of $1,725 and Deferred Compensation of $4,950. (7)Consists of term life insurance and accidental death and dismemberment insurance payments of $609, a matching contribution to The Ensign Group, Inc. Deferred Compensation Plan of $4,950, and third-party tax service payments of $6,725. (8)Consists of term life and accidental death and dismemberment insurance payments of $503, a matching contribution to The Ensign Group, Inc. 401(k) retirement plan of $1,725 and Deferred Compensation Plan of $4,950, third-party tax service payments of $4,885 and a car allowance of $10,800.

  38. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information regarding grants of plan-based awards made to our NEOs during 2024.

  39. Grants of Plan-Based Awards

    | | | 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 Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | | | | | | Christopher R. Christensen | 2/6/2024 | 4,901(1) | — | — | 576,260 | | | 11/6/2024 | — | 13,500 | 143.00 | 882,590(3) | | Barry R. Port | 2/6/2024 | 12,125(1) | — | — | 1,425,658 | | | 11/6/2024 | 5,400(2) | — | — | 772,200 | | | 11/6/2024 | — | 13,500 | 143.00 | 882,590(3) | | Suzanne D. Snapper | 2/6/2024 | 10,495(1) | — | — | 1,234,002 | | | 11/6/2024 | 4,800(2) | — | — | 686,400 | | | 11/6/2024 | — | 12,000 | 143.00 | 784,524(3) | | Chad A. Keetch | 2/6/2024 | 6,933(1) | — | — | 815,182 | | | 11/6/2024 | 3,800(2) | — | — | 543,400 | | | 11/6/2024 | — | 9,500 | 143.00 | 621,082(3) | | Spencer W. Burton | 2/6/2024 | 8,879(1) | — | — | 1,043,993 | | | 11/6/2024 | 4,000(2) | — | — | 572,000 | | | 11/6/2024 | — | 10,000 | 143.00 | 653,770(3) |

  40. Grants of Plan-Based Awards

    (1)Represents the number of shares of our common stock awarded in lieu of a cash bonus payable under our executive incentive plan for 2023 performance. These shares were fully vested on the grant date in February 2024. The value of these shares is included in the 2023 Executive Compensation bonus pool which is already disclosed in the Summary Compensation Table. (2)Represents the number of restricted stock awards granted under our 2022 Plan, which will vest in five equal installments on the first five anniversaries of the grant date. (3)The options amounts shown are the aggregate fair value of the stock option awards which were granted under our 2022 Plan in fiscal year 2024, which will be recognized over a five-year vesting period, as a result of adoption of ASC 718. These amounts disregard the estimated forfeiture rate which is considered when recognizing the ASC 718 expense in the consolidated financial statements. These awards are not immediately exercisable and vest over five years. For a discussion of valuation and forfeiture assumptions, see Note 15 in our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

  41. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table lists the outstanding equity incentive awards held by our NEOs as of December 31, 2024.

  42. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | Grant | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Un- exercisable | Option Exercise Price | Option Expiration | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | | Name | Date | (#)(1) | (#)(1) | ($) | Date | (#)(2) | ($)(2) | | Christopher R. Christensen | 5/25/2017 | 3,539 | — | 15.80 | 5/25/2027 | — | — | | | 5/30/2019(3) | 23,597 | — | 45.34 | 5/30/2029 | — | — | | | 5/28/2020(4) | 4,000 | 1,000 | 44.84 | 5/28/2030 | 400 | 53,144 | | | 5/27/2021(5) | 3,750 | 2,500 | 82.20 | 5/27/2031 | 1,000 | 132,860 | | | 5/26/2022(6) | 2,800 | 4,200 | 80.60 | 5/26/2032 | 1,680 | 223,205 | | | 5/18/2023(7) | 1,400 | 5,600 | 90.85 | 5/18/2033 | 2,240 | 297,606 | | | 11/6/2024(8) | — | 13,500 | 143.00 | 11/6/2034 | — | — | | Barry R. Port | 8/31/2016 | 2,399 | — | 15.93 | 8/31/2026 | — | — | | | 5/25/2017 | 9,438 | — | 15.80 | 5/25/2027 | — | — | | | 5/30/2019(3) | 18,877 | — | 45.34 | 5/30/2029 | — | — | | | 5/28/2020(4) | 4,000 | 1,000 | 44.84 | 5/28/2030 | 400 | 53,144 | | | 5/27/2021(5) | 7,500 | 5,000 | 82.20 | 5/27/2031 | 2,000 | 265,720 | | | 5/26/2022(6) | 5,000 | 7,500 | 80.60 | 5/26/2032 | 3,000 | 398,580 | | | 2/7/2023(9) | 2,500 | 10,000 | 89.86 | 2/7/2033 | — | — | | | 5/18/2023(7) | 2,700 | 10,800 | 90.85 | 5/18/2033 | 4,320 | 573,955 | | | 11/2/2023(10) | 8,000 | 32,000 | 98.83 | 11/2/2033 | — | — | | | 11/6/2024(11) | — | 13,500 | 143.00 | 11/6/2034 | 5,400 | 717,444 | | Suzanne D. Snapper | 7/30/2015 | 10,618 | — | 21.39 | 7/30/2025 | — | — | | | 8/31/2016 | 8,258 | — | 15.93 | 8/31/2026 | — | — | | | 5/25/2017 | 8,258 | — | 15.80 | 5/25/2027 | — | — | | | 5/30/2019(3) | 17,697 | — | 45.34 | 5/30/2029 | — | — | | | 5/28/2020(4) | 4,000 | 1,000 | 44.84 | 5/28/2030 | 400 | 53,144 | | | 5/27/2021(5) | 6,750 | 4,500 | 82.20 | 5/27/2031 | 1,800 | 239,148 | | | 5/26/2022(6) | 4,500 | 6,750 | 80.60 | 5/26/2032 | 2,700 | 358,722 | | | 2/7/2023(9) | 2,500 | 10,000 | 89.86 | 2/7/2033 | — | — | | | 5/18/2023(7) | 2,400 | 9,600 | 90.85 | 5/18/2033 | 3,840 | 510,182 | | | 11/2/2023(10) | 7,600 | 30,400 | 98.83 | 11/2/2033 | — | — | | | 11/6/2024(11) | — | 12,000 | 143.00 | 11/6/2034 | 4,800 | 637,728 | | Chad A. Keetch | 5/30/2019(3) | 11,798 | — | 45.34 | 5/30/2029 | — | — | | | 5/28/2020(4) | 4,000 | 1,000 | 44.84 | 5/28/2030 | 400 | 53,144 | | | 5/27/2021(5) | 4,500 | 3,000 | 82.20 | 5/27/2031 | 1,200 | 159,432 | | | 5/26/2022(6) | 3,200 | 4,800 | 80.60 | 5/26/2032 | 1,920 | 255,091 | | | 2/7/2023(9) | 2,500 | 10,000 | 89.86 | 2/7/2033 | — | — | | | 5/18/2023(7) | 1,900 | 7,600 | 90.85 | 5/18/2033 | 3,040 | 403,894 | | | 11/2/2023(10) | 7,000 | 28,000 | 98.83 | 11/2/2033 | — | — | | | 11/6/2024(11) | — | 9,500 | 143.00 | 11/6/2034 | 3,800 | 504,868 | | Spencer W. Burton | 5/26/2016 | 5,899 | — | 16.60 | 5/26/2026 | — | — | | | 8/31/2016 | 5,899 | — | 15.93 | 8/31/2026 | — | — | | | 5/25/2017 | 4,719 | — | 15.80 | 5/25/2027 | — | — | | | 2/16/2018 | 4,719 | — | 22.49 | 2/16/2028 | — | — | | | 5/31/2018 | 9,438 | — | 31.03 | 5/31/2028 | — | — | | | 5/30/2019(3) | 17,697 | — | 45.34 | 5/30/2029 | — | — | | | 5/28/2020(4) | 8,000 | 2,000 | 44.84 | 5/28/2030 | 800 | 106,288 | | | 5/27/2021(5) | 4,500 | 3,000 | 82.20 | 5/27/2031 | 1,200 | 159,432 | | | 5/26/2022(6) | 3,200 | 4,800 | 80.60 | 5/26/2032 | 1,920 | 255,091 | | | 2/7/2023(9) | 2,500 | 10,000 | 89.86 | 2/7/2033 | — | — | | | 5/18/2023(7) | 2,000 | 8,000 | 90.85 | 5/18/2033 | 3,200 | 425,152 | | | 11/2/2023(10) | 7,400 | 29,600 | 98.83 | 11/2/2033 | — | — | | | 11/6/2024(11) | — | 10,000 | 143.00 | 11/6/2034 | 4,000 | 531,440 |

  43. Outstanding Equity Awards at Fiscal Year-End

    (1)Options vest in equal annual installments (20% each year) over a five-year vesting term beginning on the first anniversary of the date of grant. The options expire ten years from the date of grant. (2)Restricted stock awards vest in equal annual installments (20% each year) over a five-year vesting term beginning on the first anniversary of the date of grant. The market value of these shares at December 31, 2024 was $132.86. (3)These stock options and restricted stock awards vested in full on May 30, 2024. (4)These stock options and restricted stock awards will vest in full on May 28, 2025, marking the final vesting tranche. (5)These stock options and restricted stock awards will vest in installments of one-fifth on each of May 27, 2025 and May 27, 2026. (6)These stock options and restricted stock awards will vest in installments of one-fifth on each of May 26, 2025; May 26, 2026; and May 26, 2027. (7)These stock options and restricted stock awards will vest in installments of one-fifth on each of May 18, 2025; May 18, 2026; May 18, 2027; and May 18, 2028. (8)These stock options will vest in installments of one-fifth on each of November 6, 2025; November 6, 2026; November 6, 2027; November 6, 2028; and November 6, 2029. (9)These stock options will vest in installments of one-fifth on each of February 7, 2025; February 7, 2026; February 7, 2027; and February 7, 2028. (10)These stock options will vest in installments of one-fifth on each of November 2, 2025; November 2, 2026; November 2, 2027; and November 2, 2028. (11)These stock options and restricted stock awards will vest in installments of one-fifth on each of November 6, 2025; November 6, 2026; November 6, 2027; November 6, 2028; and November 6, 2029.

  44. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information for our NEOs about options that were exercised and restricted stock that vested in 2024.

  45. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number of shares acquired on exercise (#) | Value realized on exercise ($)(1) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(2) | | Name | | | | | | Christopher R. Christensen | — | — | 8,521 | 1,006,435 | | Barry R. Port | 14,118 | 1,797,326 | 16,885 | 1,991,882 | | Suzanne D. Snapper | — | — | 14,855 | 1,752,614 | | Chad A. Keetch | 27,134 | 2,803,041 | 10,133 | 1,195,885 | | Spencer W. Burton | 10,618 | 1,210,319 | 12,919 | 1,524,446 |

  46. Option Exercises and Stock Vested

    (1)The value realized on the exercise of stock options is equal to the number of shares acquired multiplied by the difference between the exercise price and the market price of our common stock. The market price is the closing price of our common stock on the date of exercise. Options exercised were granted with grant dates from 2015 to 2017. (2)The value realized on the vesting of restricted stock awards is equal to the number of shares vested multiplied by the market price of our common stock. The market price is the closing price of our common stock on the vesting date.

  47. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation During fiscal year 2019, the Company implemented non-qualified deferred compensation plan (the "DCP") that was effective in 2019 for certain executives. The plan was then offered to other highly compensated employees, which went into effect on January 1, 2020. These individuals are otherwise ineligible for participation in the Company's 401(k) plan. The DCP allows participating employees to defer the receipt of a portion of their base compensation and certain employees up to 100% of their eligible bonuses. At the participant’s election, payments can be deferred until a specific date at least one year after the year of deferral or until termination of employment and can be paid in a lump sum or in up to ten annual installments. Separate deferral elections can be made for each year, and in limited circumstances, such as, a financial hardship event, existing payment elections may be changed. The amounts deferred are credited with earnings and losses based upon the actual performance of the deemed investments selected by the participant. The rate of return for each participant varies depending on the specific investment elections made by the participant. Additionally, the plan allows for the employee deferrals to be deposited into a rabbi trust and the funds are generally invested in individual variable life insurance contracts owned by us that are specifically designed to informally fund savings plans of this nature. The following table shows contributions and earnings during fiscal year 2024 and the account balances as of December 31, 2024, for our NEOs under the deferred compensation plan. All of the contributions that are reported in the table below were already included in the Summary Compensation Table.

  48. Non-Qualified Deferred Compensation

    | | Executive Contributions in 2024 ($)(1) | Company Contribution in 2024 ($) | Aggregate Gains in 2024 ($) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at December 31, 2024 ($) | | Name | | | | | | | Christopher R. Christensen | — | 4,950 | 548,384 | — | 7,134,939(2) | | Barry R. Port | 1,230,615 | 4,950 | 509,440 | — | 6,231,994(3) | | Suzanne D. Snapper | 1,436,100 | 4,950 | 465,897 | 5,105 | 6,099,585(4) | | Chad A. Keetch | 789,831 | 4,950 | 155,528 | — | 3,565,161(5) | | Spencer W. Burton | 1,448,016 | 4,950 | 730,731 | — | 7,216,134(6) |

  49. Non-Qualified Deferred Compensation

    (1) These amounts are included in the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table for fiscal 2024, which is in the year earned but contributed in the deferred compensation plan in the year paid. Executive contributions also include 401(k) plan restoration contributions made by participants, which are not included in the Summary Compensation Table. (2) $1,208,321 of this amount was reported as bonus compensation to Mr. Christensen in the Summary Compensation Table for fiscal year 2022. (3) $1,107,603 and $1,073,839 of this amount was reported as bonus compensation to Mr. Port in the Summary Compensation Table for fiscal years 2023 and 2022, respectively. (4) $1,138,337 and $1,070,355 of this amount was reported as bonus compensation to Ms. Snapper in the Summary Compensation Table for fiscal years 2023 and 2022, respectively. (5) $649,165 and $613,723 of this amount was reported as bonus compensation to Mr. Keetch in the Summary Compensation Table for fiscal years 2023 and 2022, respectively. (6) $1,203,317 and $913,270 of this amount was reported as bonus compensation to Mr. Burton in the Summary Compensation Table for fiscal years 2023 and 2022, respectively.

  50. Compensation Committee Interlocks and Insider Participation

    | PAY VERSUS PERFORMANCE |

  51. Pay versus Performance Table

    Pay versus Performance Table

  52. Pay versus Performance Table

    | | SCT Total for PEO ($)(1)(b) | CAP to PEO ($)(2)(c) | Average SCT Total for Non-PEO NEOs ($)(3)(d) | Average CAP to Non-PEO NEOs ($)(4)(e) | Value of Initial Fixed $100 Investment based on: | | Net income ($ in 000s) (7)(h) | Adjusted EBT ($ in 000s) (8)(i) | | Year (a) | | | | | Total Stockholder Return ($)(5)(f) | Peer Group Total Stockholder Return ($)(6)(g) | | | | 2024 | 10,959,932 | 11,513,316 | 7,181,892 | 7,505,006 | 296.63 | 157.80 | 297,973 | 427,976 | | 2023 | 11,045,395 | 9,700,462 | 7,421,279 | 6,507,428 | 250.09 | 114.10 | 209,399 | 365,310 | | 2022 | 8,020,763 | 8,001,750 | 5,329,663 | 5,377,792 | 210.40 | 87.81 | 224,681 | 314,608 | | 2021 | 7,421,472 | 7,480,916 | 4,906,377 | 5,107,759 | 186.25 | 103.32 | 194,652 | 280,373 | | 2020 | 6,517,328 | 7,486,367 | 4,141,230 | 5,393,718 | 161.37 | 98.69 | 170,478 | 233,992 |

  53. Pay versus Performance Table

    (1)The dollar amounts reported in column (b) represent the amounts of total compensation for our PEO, for each corresponding year in the "Total" column of the Summary Compensation Table. Refer to "Summary Compensation Table" in the proxy statement. (2)The dollar amounts reported in column (c) represent the amount of CAP to our PEO, as computed in accordance with PvP Rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Port during the applicable year. In accordance with PvP Rules, the following adjustments were made to our PEO's total compensation for each year to determine our PEO's CAP:

  54. Pay versus Performance Table

    | | SCT Total for PEO ($) | Equity Deductions from SCT Total ($)(a) | Equity Additions to SCT Total ($)(b) | Pension Additions to SCT Total ($) | CAP ($) | | Year | | | | | | | 2024 | 10,959,932 | (3,497,531) | 4,050,915 | N/A | 11,513,316 | | 2023 | 11,045,395 | (4,828,770) | 3,483,837 | N/A | 9,700,462 | | 2022 | 8,020,763 | (2,157,021) | 2,138,008 | N/A | 8,001,750 | | 2021 | 7,421,472 | (2,004,712) | 2,064,156 | N/A | 7,480,916 | | 2020 | 6,517,328 | (1,269,837) | 2,238,876 | N/A | 7,486,367 |

  55. Pay versus Performance Table

    a.The amounts in this column represent the grant date fair value of equity-based awards granted during each year. Pursuant to the requirements of Item 402(c)(2)(v) and (vi) of Regulation S-K, the Summary Compensation Table is required to include only those equity awards granted during the particular year. These equity awards are generally made in the second quarter of the year. In addition, awards are issued in the first quarter based on the executive bonus pool. b.The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  56. Pay versus Performance Table

    | | Year End Fair Value of Current Year Equity Awards ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Year that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or Other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Equity Additions to SCT Total ($) | | Year | | | | | | | | | 2024 | 594,174 | 1,569,813 | 1,425,658 | 458,366 | — | 2,904 | 4,050,915 | | 2023 | 1,708,869 | 569,448 | 1,315,716 | (113,903) | — | 3,708 | 3,483,837 | | 2022 | 648,175 | 354,762 | 1,171,525 | (40,726) | — | 4,272 | 2,138,008 | | 2021 | 441,800 | 367,555 | 1,095,015 | 155,053 | — | 4,733 | 2,064,156 | | 2020 | 286,240 | 1,153,160 | 791,867 | 2,189 | — | 5,420 | 2,238,876 |

  57. Pay versus Performance Table

    (3)The dollar amounts reported in column (d) represent the average of the amounts reported for the Company's NEOs as a group, excluding our PEO, who has served as our CEO since May 2019, for each corresponding year in the "Total" column of the Summary Compensation Table. The names of each of the NEOs (excluding our PEO) included for purposes of calculating the average amounts in each of the years presented are Christopher R. Christensen, Suzanne D. Snapper, Chad A. Keetch and Spencer W. Burton. (4)The dollar amounts reported in column (e) represent the average amount of CAP to the NEOs as a group (excluding Mr. Port) as computed in accordance with PvP Rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Port) during the applicable year. In accordance with PvP Rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Port) for each year to determine the CAP, using the same methodology described above in Note 2:

  58. Pay versus Performance Table

    | | Average SCT Total for Non-PEO NEOs ($) | Equity Deductions from Average SCT Total ($) | Equity Additions to Average SCT Total ($)(a) | Pension Additions to Average SCT Total ($) | CAP ($) | | Year | | | | | | | 2024 | 7,181,892 | (2,354,039) | 2,677,152 | N/A | 7,505,006 | | 2023 | 7,421,279 | (3,316,154) | 2,402,304 | N/A | 6,507,428 | | 2022 | 5,329,663 | (1,429,481) | 1,477,610 | N/A | 5,377,792 | | 2021 | 4,906,377 | (1,300,893) | 1,502,275 | N/A | 5,107,759 | | 2020 | 4,141,230 | (876,001) | 2,128,489 | N/A | 5,393,718 |

  59. Pay versus Performance Table

    a.The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  60. Pay versus Performance Table

    | | Year End Fair Value of Current Year Equity Awards ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Year that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or Other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Equity Additions to SCT Total ($) | | Year | | | | | | | | | 2024 | 318,054 | 1,110,402 | 917,359 | 328,934 | — | 2,945 | 2,677,152 | | 2023 | 1,215,080 | 433,919 | 853,187 | (102,828) | — | 2,946 | 2,402,304 | | 2022 | 444,000 | 314,460 | 759,322 | (43,919) | — | 3,747 | 1,477,610 | | 2021 | 287,170 | 385,522 | 657,473 | 167,599 | — | 4,511 | 1,502,275 | | 2020 | 357,800 | 1,183,431 | 573,878 | 8,070 | — | 5,310 | 2,128,489 |

  61. Pay versus Performance Table

    (5)Cumulative TSR reported in column (f) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company's share price at the end and the beginning of the measurement period by the Company's share price at the beginning of the measurement period. (6)Peer TSR reported in column (g) is the weighted peer group TSR, weighted according to the respective companies' stock market capitalization at the beginning of each period for which a return is indicated. The current composition of our peer group is as follows: Amedysis, Inc., CareTrust REIT Inc., Encompass Healthcare Corp., LTC Properties, Inc., National Healthcare Corporation, National Health Investors, Inc., Omega Healthcare Investors, Inc., PACS Group, Inc., Select Medical Holdings Corp. and Welltower Inc. Note that in 2024, PACS Group, Inc. was added to our peer group as they completed their initial public offering in April 2024. However, we have not presented a comparison of our total stockholder return relative to the old peer group's and the new peer group's total stockholder return as they are the same due to the fact that PACS Group, Inc.'s stock market capitalization at the beginning of 2024 was not available. (7)The dollar amounts reported in column (h) represent the amount of GAAP Net Income reflected in the Company's audited financial statements for the applicable year. (8)Adjusted annual earnings before provision for income taxes (EBT) reported in column (i) is defined at page 20 of this proxy statement, under "Compensation Discussion and Analysis". While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBT is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the Company’s NEOs, for the most recently completed fiscal year, to company performance. We have included the Adjusted EBT financial measure (which is a non-Generally Accepted Accounting Principles (GAAP) financial metric) in our proxy statement as we believe that this measure, when presented in conjunction with the comparable GAAP measure, is useful to both management and its investors in analyzing our ongoing business and operating performance. Consequently, we use this non-GAAP financial measure as an indicator of business performance, as well as for operational planning and decision-making purposes. As disclosed on page 22, management recommended and the Compensation Committee approved additional adjustments to Adjusted EBT when arriving at the 2024 Bonus Pool. Non-GAAP financial measures should be considered in addition to, but not as a substitute for, or superior to, financial measures prepared in accordance with GAAP.

  62. Pay versus Performance Table

    Pay versus Performance Table As described in further detail in the Compensation Discussion and Analysis set forth in this proxy statement, the Company's executive compensation program is designed to be closely aligned with our performance and the performance of each individual executive officer on both a short-term and a long-term basis. The “at risk” compensation of our executive officers generally constitutes a large portion of their total compensation potential and is correlated to factors that directly and indirectly influence stockholder value. The three performance measures listed below represent an unranked list of the "most important" performance measures that the Company used to align CAP to the NEOs for 2024 and company performance. While these financial measures are the most important measures the Company used to align CAP to the NEOs for 2024 and company performance, additional financial and other factors were also used to align pay and performance, as further described in the Compensation Discussion and Analysis section of this proxy statement. The most important performance measures are: •Adjusted EBT •Adjusted EBITDA •Adjusted EBITDAR A reconciliation for Adjusted EBT, Adjusted EBITDA and Adjusted EBITDAR are provided within our Annual Report on Form 10-K and press release in our Form 8-K, both filed with the SEC on February 5, 2025.

  63. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The following graphs depict the relationship between Net Income and CAP to the Company's PEO and the non-PEO NEOs, respectively.

  64. Compensation Actually Paid and Adjusted EBT

    Compensation Actually Paid and Adjusted EBT The following graphs depict the relationship between Adjusted EBT and CAP to the Company's PEO and the non-PEO NEOs, respectively.

  65. Compensation Actually Paid and Adjusted EBITDA

    Compensation Actually Paid and Adjusted EBITDA The following graphs depict the relationship between Adjusted EBITDA and CAP to the Company's PEO and the non-PEO NEOs, respectively. Adjusted EBITDA in the prior periods has been recast to conform to the current period presentation.

  66. Compensation Actually Paid and Adjusted EBITDAR

    Compensation Actually Paid and Adjusted EBITDAR The following graphs depict the relationship between Adjusted EBITDAR and CAP to the Company's PEO and the non-PEO NEOs, respectively. Adjusted EBITDAR in the prior periods has been recast to conform to the current period presentation.

  67. Compensation Actually Paid and TSR

    Compensation Actually Paid and TSR The following graphs depict the relationship between the value of an initial $100 investment in ENSG on December 31, 2019 based on TSR compared to the CAP and SCT pay for the Company's PEO and non-PEO NEOs, respectively.

  68. Compensation Actually Paid and TSR

    | EQUITY COMPENSATION PLAN INFORMATION |

  69. Compensation Actually Paid and TSR

    The following table provides information about equity awards under all of our equity compensation plans as of December 31, 2024:

  70. Compensation Actually Paid and TSR

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) | | Equity compensation for the 2007 Plan approved by security holders | 218,490 | $17.76 | —(1) | | Equity compensation for the 2017 Plan approved by security holders | 1,758,189 | $54.38 | —(2) | | Equity compensation for the 2022 Plan approved by security holders | 2,010,577 | $106.86 | 345,687(3) | | Total | 3,987,256 | $78.84 | 345,687 |

  71. Compensation Actually Paid and TSR

    1.The 2007 Plan was retired during the second quarter of 2017. 2.The 2017 Plan was retired during the second quarter of 2022. 3.Represents the number of shares that remained available for issuance under the 2022 Plan as of December 31, 2024. As of March 20, 2025, 27,804 shares remained available for issuance under the 2022 Plan.