DEF 14A of Pennant Group, Inc., Mar 31, 2026

DEF 14A of Pennant Group, Inc.

Filed Mar 31, 2026 · FY20250001766400-26-000027

Open on EDGAR

  1. Nominees for Election to the Board of Directors (Class I Directors)

    Nominees for Election to the Board of Directors (Class I Directors) Christopher R. Christensen served as President of the Ensign Group, Inc. (“Ensign”), a leading publicly traded provider of skilled nursing services, from 1999 to 2019, as its Chief Executive Officer from 2006 to 2019, and as its Executive Chairman from 2019 to 2025. Mr. Christensen served as a member of Ensign’s board of directors from Ensign’s formation in 1999 until 2025 and oversaw its growth throughout that period. Prior to the formation of Ensign, Mr. Christensen served as acting Chief Operating Officer of Covenant Care, Inc., a California-based provider of long-term care. In addition, Mr. Christensen served on the board of directors of CareTrust REIT from June 2014 to April 2015. We believe that Mr. Christensen’s important role in the history and management of Ensign and our Company and his leadership and business skills support the conclusion that he should serve as one of our directors. John G. Nackel, Ph.D. is currently the Chairman and Chief Executive Officer of Three-Sixty Advisory Group, LLC (“Three-Sixty”) and Founder and General Partner of Wavemaker Three-Sixty Health, LP (“Wavemaker 360”) venture fund. Three-Sixty, which was founded in 2007 by Dr. Nackel, consults with leading health systems, payers, physicians, medical technology companies, and other providers. Wavemaker 360, founded in 2018, invests in early-stage health care companies in the value-based payment space. Dr. Nackel is a 25-year veteran of Ernst & Young where he advised health care companies in his role as a Global Managing Director of Health Care. Dr. Nackel also served as Chief Executive Officer of Ingenix Consulting (now Optum), a division of United Healthcare. During his career, Dr. Nackel has also served as a board member or chairman of several privately held start-ups and emerging companies, including Visual Health Solutions, Vitalacy, HealthTask, ConnectedHealth, NetStrike, and Sertan, Inc. He earned his bachelor’s degree at Tufts University, master’s degrees in public health and industrial engineering at the University of Missouri, and a Ph.D. in industrial engineering (health systems design) at the University of Missouri. He is a fellow of the American College of Healthcare Executives and the Healthcare Information and Management Systems Society. He is a senior member of the Institute of Industrial Engineers. We believe that Dr. Nackel’s extensive experience as a consultant and an advisor to healthcare companies, his extensive board and management experience and his valuable leadership and management insights support the conclusion that he should serve as one of our directors. Brent J. Guerisoli was appointed Chief Executive Officer of the Company effective August 1, 2022. He previously served as the President of the Company from January 2021 until his appointment as CEO. He has served as a member of the Company’s board of directors since February 2023. Prior to his appointment as President of Pennant, Mr. Guerisoli served as President of Cornerstone Healthcare, Pennant’s home health and hospice segment, helping lead the segment through a period of transformational growth, breakout financial performance and enhanced clinical excellence. Since joining the Company in 2012, Mr. Guerisoli has made significant contributions to the financial, clinical, and cultural achievements of Cornerstone and has played a key role in the organization’s overall leadership recruiting and training. Throughout his tenure at Pennant, Mr. Guerisoli has developed dozens of leaders and directed the organization’s growth efforts across several states. Mr. Guerisoli received his Master of Business Administration from the Walter A. Haas School of Business at the University of California, Berkeley. Prior to joining Pennant, Mr. Guerisoli completed the executive training program and later served as a business manager at AT&T. Mr. Guerisoli’s extensive knowledge of our operations and industry and his proven leadership skills support the conclusion that he should serve as one of our directors. Mr. Guerisoli’s service on the Board creates a critical link between management and the Board of Directors.

  2. Class II Directors

    Class II Directors Scott E. Lamb served as the Treasurer and Chief Financial Officer of ICU Medical, Inc. (“ICU Medical”) (NASDAQ: ICUI), a publicly traded company that develops, manufactures, and sells medical technologies used in vascular therapy, oncology, and critical care applications, from February 2008 to March 2020. From 2003 to February 2008, Mr. Lamb served as ICU Medical’s Controller. From 2000 to 2003, Mr. Lamb served as Senior Director of Finance for Vitalcom, Inc. Prior to that, Mr. Lamb held various finance and accounting roles at other start-up and manufacturing companies. Mr. Lamb’s experience as the Chief Financial Officer of a public company for over a decade supports the conclusion that he should serve as one of our directors. Gregory K. Morris, M.D. has been a partner since 2012 in MorrisHuml LLC, a consultancy that supports Fortune 1000 firms across industry sectors, where his areas of focus include strategy implementation, strategic alignment, prospective risk mitigation and shaping culture through action learning. Prior to MorrisHuml, he was a partner at Morris & Gunter Associates, LLC. From 2002 until 2004, he was senior vice president for strategy and business development for Advocate Health Care, and from 1995 until 2001, he worked at Cap Gemini Ernst & Young as Vice President as well as Senior Partner. His insurance experience includes serving as senior vice president health care delivery and corporate medical director for Blue Cross and Blue Shield National Capital Area, Eastern Region Medical Director for MetLife and Medical Director for CIGNA Healthcare of Georgia. He achieved the rank of Major with the Army National Guard/U.S. Army and was awarded the Bronze Star. Dr. Morris graduated from Morehouse College and received his M.D. from Emory University School of Medicine. We believe Dr. Morris’s extensive leadership development expertise in healthcare and in other industries, his clinical background and experience practicing in healthcare organizations and his valuable strategic and other management insights support the conclusion that he should serve as one of our directors. Barry M. Smith served as Chairman and Chief Executive Officer of Magellan Health, Inc., 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, from 2013 until 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. Mr. Smith has served as a member of the board of directors of Ensign since 2014. 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.

  3. Class III Directors

    Class III Directors Stephen M. R. Covey has served as the Chief Executive Officer of CoveyLink Worldwide, LLC, a global business management consulting firm, since 2004, and is the co-founder of FranklinCovey’s Speed of Trust Practice, where he has taught trust and leadership in 61 countries to business, government, and nonprofit organizations. Mr. Covey is the former President and Chief Executive Officer of the Covey Leadership Center, where he grew the company to become one of the largest leadership development firms in the world. He is the former Executive Vice President of the Franklin Covey Co., where he also served as President of the Education & Training business unit. Mr. Covey is The New York Times and Wall Street Journal bestselling author of The Speed of Trust and Trust & Inspire: How Truly Great Leaders Inspire Greatness in Others. Mr. Covey received his MBA from Harvard Business School. Mr. Covey serves on the Government Leadership Advisory Council, and he has been recognized with the Lifetime Achievement Award for “Top Thought Leaders in Trust” from the advocacy group, Trust Across America/Trust Around the World. We believe that Mr. Covey’s extensive experience in both culture and leadership development, as well as his proven track record of educating and helping business leaders achieve their organization goals, supports the conclusion he should serve as one of our directors. Suzanne D. Snapper is the Chief Financial Officer of the Ensign Group, Inc. (“Ensign”) (NASDAQ: ENSG), a leading publicly-traded provider of skilled nursing services. In this role, which Ms. Snapper has held since 2009, Ms. Snapper is responsible for Ensign’s accounting, finance, information technology, tax, internal controls, investor relations, managed care, treasury and finance risk management functions. During her tenure, Ms. Snapper has helped Ensign generate significant stockholder value, including through multiple spin-offs that have met marketplace needs and benefited stockholders. Ms. Snapper has served as a member of Ensign’s board of directors since 2022. Prior to Ensign, Ms. Snapper acquired additional invaluable experience in financial management and reporting while employed at KPMG from 1996 to 2007. Ms. Snapper is a certified public accountant. We believe that Ms. Snapper’s extensive experience in post-acute health care, along with her substantial expertise in financial matters and public company governance, support the conclusion that she should serve as one of our directors.

  4. Class III Directors

    | CORPORATE GOVERNANCE |

  5. Class III Directors

    We are committed to continually enhancing our strong corporate governance practices, which we believe helps us sustain our success and build long-term value for our stockholders. Our Board of Directors sets high standards for our employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for stockholders and to oversee the management of the Company’s business. Our governance structure enables independent, experienced and accomplished directors to provide advice, insight, guidance and oversight to advance the interests of the Company and our stockholders.

  6. Director Compensation

    Director Compensation We provide cash and stock compensation to directors for their services as directors or members of Board Committees. We also reimburse our non-employee directors for their reasonable expenses incurred in attending meetings of our Board of Directors and Board Committees. In fiscal year 2025, each of our non-employee directors received an annual retainer of $30,000, which amount is prorated for partial years of service. In addition, each member of the Board Committees received the following annual retainers (also prorated for partial years of service):

  7. Director Compensation

    | Committees | Chair Retainer | Member Retainer | | Audit | $30,000 | $12,000 | | Quality Assurance and Compliance | 30,000 | 12,000 | | Nominating and Corporate Governance | 15,000 | 7,500 | | Compensation | 22,500 | 10,000 |

  8. Director Compensation

    Our sole employee director, Brent J. Guerisoli, is not compensated for his Board service. We do not compensate our non-employee directors other than for their service on our Board of Directors or the Board Committees. Historically, we have compensated our non-employee Board members based upon what we considered to be fair compensation. Compensation for Board of Directors and Board Committee service is partially based upon relevant market data that we obtain by reviewing director compensation by public companies in the home health, hospice, senior living and other related healthcare industries. To help inform compensation of the Board of Directors, we have reviewed the published director compensation information of other healthcare services companies, including our peer group companies, Addus Healthcare, Inc., Aveanna Healthcare Holdings, Inc., Brookdale Senior Living Inc., Chemed Corporation, Enhabit, Inc., and Sonida Senior Living, Inc. We also periodically engage with independent compensation consultants to review our director and executive compensation in comparison to peer companies. These experts have analyzed the target total compensation, including cash compensation and equity compensation, paid to our directors, executives, and certain key leaders. Informed by this review process, our Compensation Committee set the amount of annual retainers for non-employee directors and retainers for the chairpersons of each Board Committee at levels that the Compensation Committee believes are comparable to the cash compensation paid to directors of peer group companies. Our 2019 Omnibus Incentive Plan contains an automatic stock grant program for our directors. Each non-employee director receives an automatic grant of restricted stock on the 15th day of the month following each quarter end, which shares vest over a three-year period beginning with the first anniversary of the grant date (the “Automatic Stock Grant Program”). The total number of shares to be granted each year under the Automatic Stock Grant Program is determined by the Compensation Committee in the fourth quarter immediately preceding each fiscal year. The Compensation Committee reviews peer compensation, Board performance, Company performance, and other factors, to determine an annual board compensation target. Based on this target, non-employee directors receive quarterly grants of a predetermined number of restricted shares. The actual compensation received by directors may be above or below the Compensation Committee’s target because the value of restricted stock grants fluctuates with the Company’s stock price. In 2025, each non-employee director received 7,600 restricted shares, with the exception of Mr. Scott E. Lamb, who received an additional 2,000 shares as compensation for his service as lead independent director and Ms. Suzanne D. Snapper, who received 3,800 shares for her two quarters of service. Unvested restricted stock grants will become fully vested on the date each non-employee director ceases serving on the Board of Directors unless such director is removed for cause. Pursuant to the Automatic Stock Grant Program, each Board member who receives stock grants must, while serving on the Board and for at least 90 days thereafter, maintain ownership of a minimum of thirty-three percent (33%) of the cumulative shares granted to him or her. Our Board of Directors and Compensation Committee considered the total compensation paid to directors of peer companies in deciding to grant these automatic stock awards. However, our Board of Directors and Compensation Committee ultimately determined the amount of stock awards based on what they considered to be an appropriate incentive for board service to the Company, and not on the amount awarded to directors of peer companies. Our Board of Directors has also determined that it may be necessary to provide additional incentives to prospective directors in order to recruit talented leaders to serve on the Board of Directors. None of our directors or director nominees has any agreement or arrangement with any third party that relates to compensation or other payment in connection with that person’s candidacy or service as a director of our Company. The following table sets forth the compensation awarded to, earned by, or paid to our non-employee directors for the year ended December 31, 2025. Each of the directors included in the table served for the full-year 2025, with the exception of Suzanne D. Snapper, who joined the Board of Directors on May 16, 2025 and JoAnne Stringfield, who resigned from the Board of Directors on May 16, 2025.

  9. Director Compensation

    | Name | Fees Earned ($) | Stock Awards ($)(1) | Total($) | | Christopher R. Christensen(2) | 42,000 | 194,693 | 236,693 | | John G. Nackel, Ph.D.(3) | 64,500 | 194,693 | 259,193 | | Stephen M. R. Covey(4) | 47,500 | 194,693 | 242,193 | | Suzanne D. Snapper(5) | 30,938 | 92,530 | 123,468 | | Scott E. Lamb(6) | 67,500 | 245,928 | 313,428 | | Gregory K. Morris, M.D.(7) | 54,000 | 194,693 | 248,693 | | Barry M. Smith(8) | 57,000 | 194,693 | 251,693 | | JoAnne Stringfield(9) | 26,250 | 102,163 | 128,413 |

  10. Director Compensation

    | (1) This column reflects the total dollar amount recognized for financial statement reporting purposes with respect to the fair value of the restricted stock awards granted to each of the directors in accordance with Accounting Standard Codification (ASC) 718, Stock Compensation. Mr. Christopher R. Christensen, Dr. John G. Nackel, Mr. Stephen M. R. Covey, Mr. Barry M. Smith, and Dr. Gregory K. Morris each received grants of 1,900 shares of restricted stock in the first month of each quarter for the full-year 2025. Mr. Scott E. Lamb received grants of 2,400 shares of restricted stock in the first month of each quarter for the full-year 2025. Ms. Suzanne D. Snapper received grants of 1,900 shares of restricted stock in the first month of the third and fourth quarters in 2025. Ms. JoAnne Stringfield received grants of 1,900 shares of restricted stock in the first month of the first and second quarters in 2025. Compensation expense for stock awards granted to Board of Directors were recognized in full on the date these awards were granted. | | (2) As of December 31, 2025, Mr. Christensen had no stock awards outstanding and 8,000 option awards outstanding. | | (3) As of December 31, 2025, Dr. Nackel had no stock awards outstanding and 8,000 option awards outstanding. | | (4) As of December 31, 2025, Mr. Covey had no stock awards outstanding and 5,000 option awards outstanding. | | (5) As of December 31, 2025, Ms. Snapper had no stock awards outstanding and no option awards outstanding. | | (6) As of December 31, 2025, Mr. Lamb had no stock awards outstanding and 5,000 option awards outstanding. | | (7) As of December 31, 2025, Dr. Morris had no stock awards outstanding and no option awards outstanding. | | (8) As of December 31, 2025, Mr. Smith had no stock awards outstanding and no option awards outstanding. | | (9) Ms. Stringfield resigned from the Board on May 16, 2025. |

  11. 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, and that a substantial portion of executives’ annual earning potential should be “at risk” and tied to Company performance. 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 believe that the base salaries and the total compensation of our executives are comparable to the median total compensation of executives with similar positions at comparable companies. Each of our executives’ 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 2025. We may elect to change this practice in future years. 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 consultant, 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 under the criteria set forth in our executive compensation plan. 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 bonus pool calculation is adjusted by clinical and governance performance benchmarks that can increase or decrease the bonus pool based on the achievement of pre-established targets. Our Compensation Committee established the following formula for the 2025 bonus pool:

  12. Principal Economic Elements of Executive Compensation

    | Adjusted Annual Earnings Before Taxes1 (“AEBT”) in 2025 | Bonus Pool | | For AEBT up to $17.5 million | $— | | For AEBT greater than $17.5 million, but less than $18.0 million | AEBT between $17.5 million and $18.0 million * 5.0% | | For AEBT greater than $18.0 million, but less than $19.0 million | $0.025 million + (amount of AEBT between $18.0 million and $19.0 million * 7.5%) | | For AEBT greater than $19.0 million, but less than $20.5 million | $0.1 million + (amount of AEBT between $19.0 million and $20.5 million * 10.0%) | | For AEBT greater than $20.5 million, but less than $23.5 million | $0.25 million + (amount of AEBT between $20.5 million and $23.5 million * 12.5%) | | For AEBT greater than $23.5 million, but less than $100.0 million | $0.625 million + (amount of AEBT between $23.5 million and $100.0 million * 15.0%) |

  13. Principal Economic Elements of Executive Compensation

    | (1) The bonus pool was based on non-GAAP AEBT. AEBT is defined as net income before (i) costs at start-up operations, (ii) share-based compensation expense, (iii) acquisition related costs, (iv) activities associated with transitioning operations, (v) redundant or non-recurring transition services costs, (vi) unusual, non-recurring, or redundant charges, and (vii) net income attributable to noncontrolling interest. |

  14. Principal Economic Elements of Executive Compensation

    Based on performance, the executive bonus pool formula above is adjusted for the following: 1) if AEBT declines from prior year levels, the lowest target boundary will increase by 10-20%; 2) if AEBT increases by 5% or less compared to the prior year levels, then the lowest target boundary will increase by 5%; and 3) if AEBT declines by 5% or more, then the Compensation Committee may reduce the incentive paid under the plan by as much as 100%. AEBT, as a measure, is more fully described and reconciled to the nearest GAAP measures on pages 35-37 of the 2025 Form 10-K. The clinical measures that our Compensation Committee consider include our success in achieving positive survey results, hospice composite measure trends, and Centers for Medicare and Medicaid Services’ five-star home health rating. The governance measures that our Compensation Committee considers includes culture of the organization, strategic organizational development, risk management and leadership development throughout the organization. Our Compensation Committee reviews each participating executive’s performance including the financial, clinical and governance measures with consideration of feedback from other employees and may, at its discretion, allocate more or less to the bonus pool, at any time during the fiscal year or during the subsequent year’s first quarter review. Our Compensation Committee exercises discretion in the allocation of the bonus pool among the participating executives. We allocate executive bonus compensation between cash and non-cash compensation, such that if the total executive pool is greater than a specified amount, for every dollar greater than the stated amount, half of the incentive will be paid in cash and half will be paid in fully vested restricted stock awards. As the bonus pool exceeded the stated amount (which was $3.0 million for 2025), a portion of the total executive incentive was paid in cash and a portion was paid in restricted stock. The Compensation Committee determined, based on the predetermined formula, that the bonus pool for 2025, including adjustments to the bonus pool approved by our Compensation Committee based on clinical performance, leadership development, and growth, was $6.7 million. Incentive performance bonuses for 2025 were allocated to the executive officers who participated in the executive incentive program as follows: Mr. Guerisoli, $1,737,874 in cash and $662,117 in restricted stock; Mr. Gochnour, $1,586,966 in cash and $613,016 in restricted stock; Ms. Walbom, $1,178,055 in cash and $471,922 in restricted stock; and Mr. Cheney, $365,100 in cash and $134,886 in restricted stock. Messers. Cheney and Steik received incentive pay separate from the program outlined above. Mr. Cheney’s received an additional $500,000 in cash based on the Company’s performance, his successful leadership of the Service Center, and his contributions to key initiatives in the year, including the Company’s significant acquisitions and other strategic partnerships. Mr. Steik participated in an incentive program tied to the financial and clinical performance of the Company’s home health and hospice segment and was awarded a cash incentive bonus for 2025 of $1,031,274. The bonus program for the Company’s home health and hospice segment is structured similarly to the executive bonus pool described above with metrics and targets specific to that operating segment. Each year, our Compensation Committee reviews our financial performance goals and may adjust the bonus pool formula at its discretion to better align the amount available for annual executive bonuses with our objectives. The Compensation Committee may increase the amount of adjusted annual income that must be achieved in order to increase the difficulty of generating the same or a larger bonus pool year-over-year. The allocation of this bonus pool to the participating executives remains discretionary based upon the Compensation Committee’s determination of each participating executive’s contribution to our annual performance and value to the organization going forward. The 2025 financial performance goals and bonus pool formula were established by the Compensation Committee consistent with historical practices. In addition, the Compensation Committee can (and is some cases, must) “clawback” certain performance-based compensation paid to our executives under our executive incentive plan in certain circumstances where there has been a restatement of the Company’s financial results or where subsequent events diminish the performance metrics, including clinical results, upon which the incentive payments were based. Long-Term Incentive Compensation. We believe that long-term performance is achieved through an ownership culture. Accordingly, we encourage long-term performance by our executives and other key personnel throughout the organization through the use of stock-based awards. We have adopted an equity incentive plan that permits the grant of stock, stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other stock-based awards. Historically, we have generally issued stock options and, less frequently, restricted stock under this plan. In order to preserve the link between the interests of executives and other key personnel and those of stockholders, we generally grant stock awards to those executives and others who have performed at a high level and have demonstrated qualities of an ownership culture. Our executives who have significant levels of stock ownership are not permitted to hedge the economic risk of such ownership. We intend to continue to provide long-term awards through the granting of stock based awards. Except with respect to grants to our directors and other stock grants issued pursuant to the executive incentive plan, the stock options and restricted stock awards that we grant generally vest over five years (20% on each anniversary of the grant date). If a recipient’s employment with us terminates, then the stock options and restricted stock that remain unvested as of the date of the termination of the recipient’s employment will be forfeited without compensation. Until vested, the stock options and restricted stock may not be transferred, and vested options and shares shall be subject to our insider trading policy. Stock options generally have a maximum term of ten years. The grant dates of our stock options and restricted stock awards are generally the date our Board of Directors or Compensation Committee meets to approve such stock option grants or restricted stock awards. Our Board of Directors or Compensation Committee historically has approved stock-based awards at regularly scheduled meetings. Our Board of Directors 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; regardless of whether or not our Board of Directors or Compensation Committee knows material non-public information on such date. 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.

  15. Principal Economic Elements of Executive Compensation

    Our Chief Executive Officer historically has made recommendations to our Compensation Committee and Board of Directors regarding the amount of stock options and other compensation to grant to our other executives based upon his assessment of their 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 (i) in recognition of their individual achievements and contributions to our Company, and (ii) in anticipation of their future service and achievements. We may in the future introduce a more formal plan. Other Compensation. Our executives are eligible to receive the same benefits that are available to similarly situated 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. Certain of our executives also receive allowances for automobiles and third-party tax services.

  16. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information with respect to compensation for the years ended December 31, 2023, 2024, and 2025, earned by, awarded to, or paid to our NEOs.

  17. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Brent J. Guerisoli Chief Executive Officer | 2025 | 444,711 | — | 662,117 | 885,588 | 1,737,874 | 9,186 | 3,739,476 | | | 2024 | 415,304 | — | 106,657 | 463,355 | 1,600,000 | 8,764 | 2,594,080 | | | 2023 | 362,500 | — | — | 497,136 | 1,000,000 | 8,884 | 1,868,520 | | Lynette B. Walbom Chief Financial Officer | 2025 | 338,654 | — | 471,922 | 664,191 | 1,178,055 | 7,606 | 2,660,428 | | | 2024 | 311,490 | — | 59,997 | 324,348 | 900,000 | 3,032 | 1,598,867 | | | 2023 | 206,250 | — | — | 183,542 | 350,000 | 75,400 | 815,192 | | John J. Gochnour President and Chief Operating Officer | 2025 | 369,711 | — | 613,016 | 811,789 | 1,586,966 | 10,190 | 3,391,672 | | | 2024 | 344,711 | — | 83,338 | 370,684 | 1,250,000 | 9,461 | 2,058,194 | | | 2023 | 316,668 | — | — | 369,754 | 800,000 | 8,713 | 1,495,135 | | Kirk S. Cheney EVP, General Counsel and Corporate Secretary | 2025 | 285,865 | 500,000 | 134,886 | 516,593 | 365,100 | 283 | 1,802,727 | | | 2024 | 264,150 | 500,850 | — | 185,342 | — | 1,282 | 951,624 | | | 2023 | 250,000 | 250,512 | — | 212,304 | — | 238 | 713,054 | | Jason P. Steik Chief Clinical Officer | 2025 | 283,654 | 1,031,274 | — | 516,593 | — | 1,765 | 1,833,286 | | | 2024 | 269,344 | 472,200 | 82,000 | 185,342 | — | 1,708 | 1,010,594 | | | 2023 | 257,726 | 250,000 | — | 212,304 | — | 966 | 720,996 |

  18. Summary Compensation Table

    | (1) Represents amounts earned under discretionary incentive programs other than the executive incentive program in the corresponding year but paid in the first quarter of the following year. | | (2) The annual amounts shown are the amounts of total compensation cost which will be recognized over the five-year vesting period related to restricted stock awards which were granted during fiscal years 2025, 2024, and 2023, as a result of the adoption of ASC 718. For a discussion of valuation and forfeiture assumptions, see Note 12, Options and Awards, in our consolidated financial statements in our 2025 Form 10-K. In addition, a portion of the amounts paid under the 2025 annual executive incentive program to Brent J. Guerisoli, Lynette B. Walbom, John J. Gochnour, and Kirk S. Cheney, in the amounts of $662,117, $471,922, $613,016, and $134,886, respectively, were made in the form of fully vested restricted stock awards. In 2024, a portion of the amounts paid under the annual executive incentive program to Brent J. Guerisoli, Lynette B. Walbom, and John J. Gochnour, in the amounts of $106,657, $59,997, and $83,338, respectively, were made in the form of fully vested restricted stock awards. | | (3) 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 2025, 2024, and 2023, as a result of the adoption of ASC 718. These awards are not immediately exercisable. For a discussion of valuation and forfeiture assumptions, see Note 12, Options and Awards, in our consolidated financial statements in our 2025 Form 10-K. | | (4) Represents amounts earned under the executive incentive program in the corresponding year but paid in the first quarter of the following year. | | (5) Details about the amounts in the “All Other Compensation” column for fiscal year 2025 are set forth in the table below: |

  19. Summary Compensation Table

    | Name | Car Allowance ($) | Tax Preparation ($) | Other Benefits(a) ($) | Total All Other Compensation ($) | | Brent J. Guerisoli | 7,200 | 1,275 | 711 | 9,186 | | Lynette B. Walbom | 5,815 | 670 | 1,121 | 7,606 | | John J. Gochnour | 7,200 | 1,715 | 1,275 | 10,190 | | Kirk S. Cheney | — | — | 283 | 283 | | Jason P. Steik | — | 885 | 880 | 1,765 |

  20. Summary Compensation Table

    (a) Other benefits consist of cell phone allowances, insurance, and miscellaneous benefits

  21. Pay Versus Performance

    Pay Versus Performance The following table sets forth certain information required by Item 402(v) of Regulation S-K (“PvP Rules”). For a better understanding of how our Compensation Committee evaluates and sets executive compensation, please see the “Compensation Discussion and Analysis” (“CD&A”) above. Pursuant to the PvP Rules, the pay versus performance table (“PvP Table”) (set forth below) is required to include, for each year, the compensation actually paid (“CAP”) for the principal executive officer (“PEO”) and the average CAP for Non-PEO NEOs. CAP represents a calculation of compensation that differs significantly from the Summary Compensation Table ("SCT") calculation of compensation presented in the CD&A, as well as from the way in which the Compensation Committee makes annual compensation decisions, as discussed in the CD&A. For example, the CAP calculation for a given year includes the change in fair value of multiple years of equity grants that are outstanding and unvested during the year, whereas the Summary Compensation Table calculation includes only the grant date fair value of equity awards that are granted during the year. These differences result in a CAP calculation that may be higher or lower than the corresponding Summary Compensation Table calculation, and that also may be more significantly impacted by changes in stock price. Outstanding equity awards may be represented in more than one year of the PvP Table.

  22. Pay Versus Performance Table

    Pay Versus Performance Table The following table and footnotes set forth required compensation information for our PEO and our other Non-PEO NEOs (averaged) along with total shareholder return, net income, and Adjusted net income performance results for fiscal 2025, 2024, 2023, 2022, and 2021.

  23. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for Current PEO | Summary Compensation Table Total for Prior PEO | Compensation Actually Paid to Current PEO | Compensation Actually Paid to Prior PEO | Average Summary Comp. Table Total for Non-PEO NEOs | Average Comp. Actually Paid to Non-PEO NEOs | Year-end value of $100 invested on 1/1/2021 in: | | Net Income (in millions) | Adjusted Net Income (in millions) | | | | | | | | | Pennant Group | Industry Peer Group | | | | | ($)(1) | ($)(1) | ($)(1).(2) | ($)(1).(2) | ($)(1) | ($)(1).(2) | ($)(3) | ($)(3) | ($)(4) | ($)(5) | | 2025 | 3,739,476 | N/A | 2,972,728 | N/A | 2,422,028 | 2,078,172 | 48 | 98 | 34 | 42 | | 2024 | 2,594,080 | N/A | 4,498,032 | N/A | 1,404,820 | 2,228,066 | 46 | 95 | 24 | 30 | | 2023 | 1,868,520 | N/A | 2,388,485 | N/A | 820,652 | 1,018,223 | 24 | 96 | 14 | 22 | | 2022 | 1,559,281 | (3,296,796) | 700,092 | (14,325,297) | 828,145 | 145,181 | 19 | 82 | 7 | 17 | | 2021 | N/A | 348,668 | N/A | (41,376,946) | 601,733 | (2,359,016) | 40 | 98 | 2 | 14 |

  24. Pay Versus Performance Table

    | (1) For 2024 and 2025, the PEO was Brent J. Guerisoli (“Current PEO”) and the Non-PEO NEOs were John J. Gochnour, Lynette B. Walbom, Jason P. Steik, and Kirk S. Cheney. For 2023, the PEO was Brent J. Guerisoli and the Non-PEO NEOs were Jennifer L. Freeman, John J. Gochnour, Lynette B. Walbom, Jason P. Steik, and Kirk S. Cheney. For 2022, the PEO was Daniel H. Walker until August 1, 2022, at which point Brent J. Guerisoli became PEO. Non-PEO NEOs were Jennifer L. Freeman, John J. Gochnour, and Derek J. Bunker. For 2021, the PEO was Daniel H. Walker and the Non-PEO NEOs were Jennifer L. Freeman, John J. Gochnour, Brent J. Guerisoli, and Derek J. Bunker. |

  25. Pay Versus Performance Table

    | (2) For 2025, CAP was determined by making the following adjustments for equity awards: |

  26. Pay Versus Performance Table

    | | Reported Summary Compensation Table (“SCT”) Total | Deductions of Amount Reported in "Stock Awards" Column of the SCT (i) | Year End Fair Value of Equity Awards Granted in the Year that remain Unvested at Year End (ii) | Fair Values at Vest Date for Awards Granted and Vested in the Current Year (iii) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Remain Unvested at Year End (iv) | Change in Fair Value Between Prior Year End and Vesting Date for Awards Granted in Prior Years that Vested in the Year (v) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year (vi) | Compensation Actually Paid ("CAP") | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Current PEO | 3,739,476 | (1,547,705) | 958,451 | 106,657 | (99,620) | (184,531) | — | 2,972,728 | | Non-PEO NEOs | 2,422,028 | (932,248) | 678,903 | 35,834 | (51,826) | (74,519) | — | 2,078,172 |

  27. Pay Versus Performance Table

    | Summary Compensation Table amounts reflect the grant date fair values of equity awards. For CAP calculation purposes, adjustments are made to reflect fair values as of each measurement date. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant, with the exception of the share price used in the valuations. The equity award adjustments for fiscal year 2025 include the addition or subtraction of the following: i.Deduction for the amounts reported in the “Stock Awards” column of the Summary Compensation Table. ii.Fair value, calculated in accordance with ASC Topic 718, as of the end of the reported fiscal year of equity awards granted in the reported fiscal year that were outstanding and unvested as of the end of the reported fiscal year. iii.Fair values at vest date for awards granted and vested in the current year. iv.Change in fair value, calculated in accordance with ASC Topic 718, as of the end of the reported fiscal year from the end of the prior fiscal year, of equity awards granted in prior years that are outstanding and unvested as of the end of the reported fiscal year. v.Change in fair value, calculated in accordance with ASC Topic 718, from the end of the prior fiscal year to the vesting date for awards granted in prior years that vested in the reported year. vi.For awards granted in prior years that failed to meet the applicable vesting conditions during the applicable year, a deduction equal to the fair value as of the end of the prior fiscal year. |

  28. Pay Versus Performance Table

    | (3) Represents the cumulative total shareholder return (“TSR”) of our common stock and the cumulative TSR of our new industry peer group (the “Peer Group TSR”), as of the end of each year, as reflected in our stock performance graph in our 2025 Form 10-K. The values reflect what the cumulative value of $100 would be at the end of each fiscal year, including reinvestment of dividends, if such amount were invested on January 1, 2021. Although our industry peer group, which is a custom peer group, is comprised of companies in the post-acute health care industry, Pennant and its peers may have different business lines, geographies, business models, and acuity mixes. The companies included in our new peer group are as follows: Addus Homecare Corporation (“ADUS”), Aveanna Healthcare Holdings Inc. (“AVAH”), Brookdale Senior Living, Inc. (“BKD”), Chemed Corporation (“CHE”), Enhabit, Inc. (“EHAB”), and Sonida Senior Living Inc (“SNDA”). No generally-recognized or published index exists for companies with our mix of home-health, hospice, and senior living businesses. Changes to our previous industry peer group were necessitated by the acquisition of Amedisys, Inc. (“AMED”) by UnitedHealth Group Incorporated (“UnitedHealth”) and the spin-off of EHAB from Encompass Health Corporation (“EHC”). TSR results for our previous peer group for 2021, 2022, 2023, 2024, and 2025 would have been $79, $71, $81, $89, and $92, respectively. |

  29. Pay Versus Performance Table

    | (4) The dollar amounts reported represent Net Income as reflected in our audited financial statements for the applicable year. |

  30. Pay Versus Performance Table

    | (5) Adjusted net income is defined as net income before (i) costs at start-up operations, (ii) share-based compensation expense, (iii) acquisition related costs, (iv) activities associated with transitioning operations, (v) redundant or non-recurring transition services costs, (vi) unusual, non-recurring, or redundant charges, (vii) net income attributable to noncontrolling interest, and (viii) the tax impact of the adjustments to GAAP net income. |

  31. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table summarizes grants of plan-based awards made to our NEOs in 2025, or in connection with the 2025 executive incentive program.

  32. Grants of Plan-Based Awards

    | Name | Grant Date | 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 ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Brent J. Guerisoli | 5/16/2025 | — | 60,000 | 30.22 | 885,588(1) | | | 3/3/2026 | 20,052(2) | — | — | 662,117 | | Lynette B. Walbom | 5/16/2025 | — | 45,000 | 30.22 | 664,191(1) | | | 3/3/2026 | 14,292(2) | — | — | 471,922 | | John J. Gochnour | 5/16/2025 | — | 55,000 | 30.22 | 811,789(1) | | | 3/3/2026 | 18,565(2) | — | — | 613,016 | | Kirk S. Cheney | 5/16/2025 | — | 35,000 | 30.22 | 516,593(1) | | | 3/3/2026 | 4,085(2) | — | — | 134,886 | | Jason P. Steik | 5/16/2025 | — | 35,000 | 30.22 | 516,593(1) |

  33. Grants of Plan-Based Awards

    | (1) The options amounts shown are the aggregate fair value of the stock option awards which were granted under the 2019 Plan in fiscal year 2025, 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. For a discussion of valuation and forfeiture assumptions, see Note 12, Options and Awards, in our consolidated financial statements in our 2025 Form 10-K. | | (2) Represents the number of restricted shares of our common stock awarded in lieu of a cash bonus payable under our executive incentive program for 2025 performance. The shares were fully vested on the grant date in March 2026. The value of these shares is included in the 2025 Executive Compensation pool which is already disclosed in the Summary Compensation Table. |

  34. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information with respect to outstanding equity awards of our NEOs as of December 31, 2025. The market value of the shares in the following table is the fair value of such shares at December 31, 2025.

  35. Outstanding Equity Awards at Fiscal Year-End

    | Name | | Option awards | | | | | Stock awards | | | | Grant Date | Number of Securities underlying unexercised options exercisable (#)(1) | Number of securities underlying unexercised options unexercisable (#)(1) | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#)(2) | Market value of shares or units of stock that have not vested ($)(3) | | Brent J. Guerisoli | 5/16/25 | — | 60,000 | — | 30.22 | 5/16/35 | — | — | | | 3/4/24 | 10,000 | 40,000 | — | 18.79 | 3/4/34 | — | — | | | 8/22/23 | 4,000 | 6,000 | — | 12.52 | 8/22/33 | — | — | | | 2/28/23 | 24,000 | 36,000 | — | 15.02 | 2/28/33 | — | — | | | 7/25/22 | — | — | — | — | — | 18,000 | 506,700 | | | 2/21/22 | 15,000 | 10,000 | — | 14.13 | 2/21/32 | — | — | | | 5/25/21 | 12,000 | 3,000 | — | 31.54 | 5/25/31 | — | — | | | 10/28/20 | 40,000 | — | — | 38.88 | 10/28/30 | — | — | | | 8/15/20 | 6,000 | — | — | 37.98 | 8/15/30 | — | — | | | 5/27/20 | 20,000 | — | — | 27.56 | 5/27/30 | — | — | | | 10/1/19 | 65,000 | — | — | 15.09 | 10/1/29 | — | — | | | 5/31/18 | 14,282 | — | — | 6.16 | 5/31/28 | — | — | | | 5/25/17 | 12,497 | — | — | 4.54 | 5/25/27 | — | — | | | 5/26/16 | 8,926 | — | — | 3.84 | 5/26/26 | — | — | | Lynette B. Walbom | 5/16/25 | — | 45,000 | — | 30.22 | 5/16/35 | — | — | | | 3/4/24 | 7,000 | 28,000 | — | 18.79 | 3/4/34 | — | — | | | 8/22/23 | 2,800 | 4,200 | — | 12.52 | 8/22/33 | — | — | | | 5/25/23 | 10,000 | 15,000 | — | 11.60 | 5/25/33 | — | — | | John J. Gochnour | 5/16/25 | — | 55,000 | — | 30.22 | 5/16/35 | — | — | | | 3/4/24 | 8,000 | 32,000 | — | 18.79 | 3/4/34 | — | — | | | 8/22/23 | 2,800 | 4,200 | — | 12.52 | 8/22/33 | — | — | | | 2/28/23 | 18,000 | 27,000 | — | 15.02 | 2/28/33 | — | — | | | 7/25/22 | — | — | — | — | — | 16,000 | 450,400 | | | 2/21/22 | 6,000 | 4,000 | — | 14.13 | 2/21/32 | — | — | | | 5/25/21 | 12,000 | 3,000 | — | 31.54 | 5/25/31 | — | — | | | 10/28/20 | 15,000 | — | — | 38.88 | 10/28/30 | — | — | | | 8/15/20 | 6,000 | — | — | 37.98 | 8/15/30 | — | — | | | 5/27/20 | 15,000 | — | — | 27.56 | 5/27/30 | — | — | | | 10/1/19 | 77,000 | — | — | 15.09 | 10/1/29 | — | — | | | 5/31/18 | 17,853 | — | — | 6.16 | 5/31/28 | — | — | | | 5/25/17 | 8,926 | — | — | 4.54 | 5/25/27 | — | — | | | 10/26/16 | 12,572 | — | — | 6.10 | 10/26/26 | — | — | | | 5/26/16 | 8,926 | — | — | 3.84 | 5/26/26 | — | — | | Kirk S. Cheney | 5/16/25 | — | 35,000 | — | 30.22 | 5/16/35 | — | — | | | 3/4/24 | 4,000 | 16,000 | — | 18.79 | 3/4/34 | — | — | | | 8/22/23 | 2,000 | 3,000 | — | 12.52 | 8/22/33 | — | — | | | 2/28/23 | 10,000 | 15,000 | — | 15.02 | 2/28/33 | — | — | | | 7/25/22 | — | — | — | — | — | 5,600 | 157,640 |

  36. Outstanding Equity Awards at Fiscal Year-End

    | | 6/1/22 | 1,800 | 1,200 | — | 18.03 | 6/1/32 | — | — | | | 10/26/21 | 2,400 | 600 | — | 24.04 | 10/26/31 | — | — | | | 5/25/21 | 4,000 | 1,000 | — | 31.54 | 5/25/31 | — | — | | | 10/28/20 | 5,000 | — | — | 38.88 | 10/28/30 | — | — | | | 8/15/20 | 4,000 | — | — | 37.98 | 8/15/30 | — | — | | | 5/27/20 | 5,000 | — | — | 27.56 | 5/27/30 | — | — | | | 10/1/19 | 4,200 | — | — | 15.09 | 10/1/29 | — | — | | Jason P. Steik | 5/16/25 | — | 35,000 | — | 30.22 | 5/16/35 | — | — | | | 11/13/24 | — | — | — | — | — | 2,000 | 56,300 | | | 3/4/24 | 4,000 | 16,000 | — | 18.79 | 3/4/34 | — | — | | | 8/22/23 | 2,000 | 3,000 | — | 12.52 | 8/22/33 | — | — | | | 2/28/23 | 10,000 | 15,000 | — | 15.02 | 2/28/33 | — | — | | | 7/25/22 | — | — | — | — | — | 5,600 | 157,640 | | | 2/21/22 | 1,200 | 800 | — | 14.13 | 2/21/32 | — | — | | | 10/26/21 | 2,400 | 600 | — | 24.04 | 10/26/31 | — | — | | | 5/25/21 | 4,000 | 1,000 | — | 31.54 | 5/25/31 | — | — | | | 10/28/20 | 5,000 | — | — | 38.88 | 10/28/30 | — | — | | | 8/25/20 | 2,500 | — | — | 37.70 | 8/25/30 | — | — |

  37. Outstanding Equity Awards at Fiscal Year-End

    | (1) Options granted to employees of the subsidiaries of Pennant generally vest over five years at 20% per year on the anniversary of the grant date. Options expire ten years after the date of grant. | | (2) Stock awards granted to employees of the subsidiaries of Pennant generally vest over five years at 20% per year on the anniversary of the grant date. | | (3) The market value of these shares at December 31, 2025 was $28.15 per share. |

  38. 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 2025.

  39. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($)(1) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(2) | | Brent J. Guerisoli | — | — | 13,734 | 316,807 | | John J. Gochnour | 6,286 | 113,179 | 11,699 | 270,138 | | Lynette B. Walbom | — | — | 2,663 | 59,997 | | Kirk S. Cheney | 3,800 | 38,304 | 2,800 | 65,380 | | Jason P. Steik | — | — | 3,300 | 77,825 |

  40. 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. | | (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. |

  41. Pension Benefits

    Pension Benefits None of our named executive officers participates in or has account balances in qualified or non-qualified defined benefit plans sponsored by us. The Compensation Committee may elect to adopt qualified or non-qualified defined benefit plans in the future if it determines that doing so is in our best interests.

  42. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation During fiscal year 2021, the Company implemented a non-qualified deferred compensation plan (the “DCP”) for executives, other highly compensated employees, independent contractors and non-employee directors which went into effect on June 1, 2021, effective for compensation to be paid in 2022 and thereafter. The independent contractors and non-employee directors 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 80% of their base salary and bonus compensation, or director fees. 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, 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 shows contributions and earnings during fiscal year 2025 and the account balances as of December 31, 2025, for our named executive officers who have contributed to the deferred compensation plan. All of the contributions that are reported in the table below were already included in the Summary Compensation Table.

  43. Non-Qualified Deferred Compensation

    | Name | Aggregate Balance at December 31, 2024 ($) | Executive Contributions in 2025 ($) | Company Contributions in 2025 ($) | Aggregate Earnings in 2025 ($) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at December 31, 2025 ($) | | Brent J. Guerisoli | 196,231 | 160,000 | — | 30,623 | — | 386,854 | | John J. Gochnour | 515,824 | 625,000 | — | 202,562 | — | 1,343,386 | | Jason P. Steik | — | 29,258 | — | 2,403 | — | 31,661 |

  44. Pay Ratio Disclosure

    Pay Ratio Disclosure In accordance with Item 402(u) of Regulation S-K, we determined the ratio of the annual total 2025 compensation of Mr. Brent J. Guerisoli, our Chief Executive Officer, relative to the annual total 2025 compensation of our median employee. For 2025, the ratio of the total annual compensation of Mr. Guerisoli as reported in the “total” column of the Summary Compensation Table to the median of the annual total compensation of all of our other employees was 98:1. The median of the annual total compensation of our employees other than Mr. Guerisoli, including part-time employees and those who served a partial year, was $38,063 for 2025. We identified the median employee using our employee population of approximately 9,535 employees as of December 31, 2025, 29.9% of whom are part-time. In accordance with SEC rules for calculating the ratio, we did not make any full-time equivalent adjustments to the compensation of our part-time employees, any annualized adjustments for employees who served the partial year, or any adjustments to Mr. Guerisoli’s compensation to reflect amounts actually earned during 2025 or to reflect amounts unearned for 2025 performance. Since the foregoing pay ratio includes the impact of our part-time employees and those who served a partial year, we believe it is appropriate to provide a supplemental calculation to reflect the pay ratio of Mr. Guerisoli to the median annual total compensation of our employees who served the whole year and were full-time as of December 31, 2025. The ratio of Mr. Guerisoli’s total annual compensation as reported in the “total” column of the Summary Compensation Table to the median annual total compensation of only our employees who served the whole year and were full-time as of December 31, 2025 was 52:1 for 2025. The median of the total annual compensation of such employees, other than Mr. Guerisoli, was $72,000 for 2025. We identified such median employee using our employee population of approximately 3,552 employees who served the whole year and were full-time as of December 31, 2025. To identify the median employees, we used amounts reported in box 5 of wage statements on Form W-2 issued for compensation earned in 2025 as our consistently applied compensation measure. We then calculated the annual total compensation for the identified median employees in accordance with the requirements of the Summary Compensation Table.

  45. Pay Ratio Disclosure

    | PROPOSAL 3: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION |

  46. Pay Ratio Disclosure

    | ✓ | OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE “SAY ON PAY” PROPOSAL. |