DEF 14A of PACS Group, Inc.
Filed Nov 25, 2025 · FY20240002001184-25-000076
Nominees for Class I Director (upon election at the upcoming Annual Meeting, terms to expire at the 2028 Annual Meeting of Stockholders)
| | | Taylor Leavitt EXPERIENCE Taylor Leavitt has served as a member of our board of directors since July 2023. Mr. Leavitt owns and has served as the Chief Executive Officer and Managing Partner of Leavitt Equity Partners, a healthcare‑focused private equity firm, since August 2014. Mr. Leavitt currently serves on the board of directors of several private entities that provide healthcare services. BACKGROUND Previously, Mr. Leavitt was a co‑founder and Partner of Leavitt Partners, a healthcare strategy consulting firm, from June 2009 to December 2020. Mr. Leavitt received a B.S. in Finance and Economics from Utah State University and a Master of Business Administration from the UCLA Anderson School of Management. We believe Mr. Leavitt is qualified to serve on our board of directors because of his strong business acumen and extensive experience in finance and investing. | | | Director | |
Nominees for Class I Director (upon election at the upcoming Annual Meeting, terms to expire at the 2028 Annual Meeting of Stockholders)
| | | Jacqueline Millard EXPERIENCE Jacqueline Millard has served as a member of our board of directors since July 2023. Since January 2021, Ms. Millard has owned and operated a private investment advisory firm. BACKGROUND Previously, Ms. Millard was the Vice President and Chief Investment Officer of Intermountain Healthcare, Inc., a non‑profit healthcare system, from June 1993 to January 2021. She also has over 20 years of experience serving on other non-profit company boards, as an advisory board member to private equity firms, and serving as an investment committee member for family offices. Ms. Millard received a B.S. in Finance from Weber State University and a Master of Business Administration from Westminster College. We believe Ms. Millard is qualified to serve on our board of directors because of her extensive financial and leadership experience. | | | Director | |
Class II Directors (terms to expire at the 2026 Annual Meeting of Stockholders)
Class II Directors (terms to expire at the 2026 Annual Meeting of Stockholders) The current members of the Board who are Class II Directors are as follows:
Class II Directors (terms to expire at the 2026 Annual Meeting of Stockholders)
| NAME | AGE | POSITION WITH PACS | | Evelyn Dilsaver | 69 | Director | | Mark Hancock | 50 | Director, Co-Founder, Executive Vice Chairman and Interim Chief Financial Officer |
Class II Directors (terms to expire at the 2026 Annual Meeting of Stockholders)
The principal occupations and business experience, for at least the past five years, of each Class II Director are as follows:
Class II Directors (terms to expire at the 2026 Annual Meeting of Stockholders)
| | | Evelyn Dilsaver EXPERIENCE Evelyn Dilsaver has served as a member of our board of directors since May 2024. Ms. Dilsaver has served on the board of directors of Tempur Sealy International, Inc., since 2014, QuidelOrtho Corporation, since 2022, and HealthEquity, Inc. since 2014. In the past five years, Ms. Dilsaver has also served as a director of Aéropostale Inc., HighMark Funds, Russell Exchange Traded Funds, Longs Drug Stores Corp. and Tamalpais Bancorp. She is also a member of the board of directors of a privately held corporation and real estate investment trust. Ms. Dilsaver was formerly a member of The Charles Schwab Corporation from 1991 until her retirement in 2007. During her tenure at The Charles Schwab Corporation, Ms. Dilsaver held various senior management positions within the organization, including Executive Vice President (The Charles Schwab Corporation) and President and Chief Executive Officer (Charles Schwab Investment Management). BACKGROUND Prior to becoming President and Chief Executive Officer of Charles Schwab Investment Management, a position she held from 2003 to 2007, Ms. Dilsaver held the position of Senior Vice President, Asset Management Products and Services. Ms. Dilsaver holds a B.S. in Accounting from California State University, East Bay, and is a Certified Public Accountant. We believe that Ms. Dilsaver’s extensive financial industry experience and public company board experience qualifies her to serve as a member of our board of directors. | | | Director | |
Class II Directors (terms to expire at the 2026 Annual Meeting of Stockholders)
| Proposals to Be Voted On | Table of Contents |
Class II Directors (terms to expire at the 2026 Annual Meeting of Stockholders)
| | | Mark Hancock EXPERIENCE Mark Hancock has served as our Interim Chief Financial Officer since September 2025, Executive Vice Chairman since January 2024 and a member of our board of directors since January 2013 and previously served as our Chief Financial Officer and Secretary from January 2013 to January 2024. Mr. Hancock is also a co‑founder of our company. BACKGROUND Prior to our founding, Mr. Hancock was Vice President of Finance and Treasurer of Farm Credit Mid‑America, a financial services provider, from 2010 to 2013 and served as a nursing home administrator at a facility affiliated with Plum Healthcare Group, a skilled nursing facility operator, from 2009 to 2010. From 2007 to 2009, Mr. Hancock was the Director of Corporate Finance for Steel Technologies Inc., a publicly traded steel processor, and served as a Finance Manager for Ford Motor Company, a publicly traded multinational automobile manufacturer, from 2000 to 2007. Mr. Hancock received a B.S. in Civil Engineering and a Master of Business Administration with a focus in Finance from Brigham Young University. We believe Mr. Hancock is qualified to serve on our board of directors because of his extensive leadership experience, financial expertise and strong understanding of our business. | | | Co-Founder, Executive Vice Chairman and Interim Chief Financial Officer | |
Class II Directors (terms to expire at the 2026 Annual Meeting of Stockholders)
| Table of Contents | Proposals to Be Voted On |
Class III Directors (terms to expire at the 2027 Annual Meeting of Stockholders)
Class III Directors (terms to expire at the 2027 Annual Meeting of Stockholders) The current member of the Board who is a Class III Directors is as follows:
Class III Directors (terms to expire at the 2027 Annual Meeting of Stockholders)
| NAME | AGE | POSITION WITH PACS | | Jason Murray | 46 | Director, Co-Founder, Chief Executive Officer and Chairman |
Class III Directors (terms to expire at the 2027 Annual Meeting of Stockholders)
The principal occupations and business experience, for at least the past five years, of the Class III Director is as follows:
Class III Directors (terms to expire at the 2027 Annual Meeting of Stockholders)
| | | Jason Murray EXPERIENCE Jason Murray has served as our Chief Executive Officer and a member of our board of directors since January 2013 and has served as Chairman since January 2024. Mr. Murray co‑founded our company and has worked in the post‑acute sector for more than 20 years. BACKGROUND Prior to our founding, Mr. Murray was an Operations Officer for Intermountain Healthcare, Inc. a non‑profit healthcare system, from June 2011 to January 2013 where he was the interim Chief Executive Officer of Park City Medical Center from June 2012 to October 2012. From February 2009 to June 2011, Mr. Murray served as a nursing home administrator with Plum Healthcare Group, a skilled nursing facility operator. Mr. Murray received a B.A. in Healthcare Administration and a Master of Healthcare Administration from Weber State University. We believe Mr. Murray is qualified to serve on our board of directors because of his business acumen, executive leadership and extensive knowledge of our business. | | | Co-Founder, CEO and Chairman | |
Class III Directors (terms to expire at the 2027 Annual Meeting of Stockholders)
| Proposals to Be Voted On | Table of Contents |
Class III Directors (terms to expire at the 2027 Annual Meeting of Stockholders)
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm Our Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Our Board has directed that this appointment be submitted to our stockholders for ratification at the Annual Meeting. Although ratification of our appointment of Ernst & Young LLP is not required, we value the opinions of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance practice. Ernst & Young LLP also served as our independent registered public accounting firm for the fiscal year ended December 31, 2024. Neither Ernst & Young LLP nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors, providing audit and non‑audit related services. A representative of Ernst & Young LLP is expected to attend the Annual Meeting and to have an opportunity to make a statement and be available to respond to appropriate questions from stockholders. In the event that the appointment of Ernst & Young LLP is not ratified by the stockholders, the Audit Committee will consider this fact when it appoints the independent auditors for the fiscal year ending December 31, 2026. Even if the appointment of Ernst & Young LLP is ratified, the Audit Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is in the interest of the Company.
Role of Compensation Consultant
Role of Compensation Consultant In September 2023, in connection with our IPO, our Chief Executive Officer and Executive Vice Chairman, who were the only members of our board of directors at such time, engaged Pearl Meyer on behalf of Company management to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives, and provide guidance in administering our executive compensation program and selecting our compensation peer group composition. Pearl Meyer did not provide any other services to the Company in 2024 for which the amount exceeds $120,000. Our board of directors reviewed benchmarking information provided by Pearl Meyer that was representative of a group of similarly situated peer companies. Recognizing that we have few direct competitors, we aimed to select peers that meet some or all of the following criteria: •Similar in size, primarily revenue and Adjusted EBITDA •Similar headcount and number of facilities •Operating in healthcare facilities and healthcare services industries With these criteria in mind, we decided to refer to the following 11 companies to review our executive compensation program designs and pay levels for 2024:
Role of Compensation Consultant
| Acadia Healthcare Company, Inc. | Brookdale Senior Living | LHC Group | | Addus HomeCare Corporation | Chemed | National HealthCare | | Amedisys | Encompass Health | Oak Street Health | | ATI Physical Therapy | Ensign Group | |
Role of Compensation Consultant
| Table of Contents | Compensation Discussion and Analysis |
Role of Compensation Consultant
In making compensation decisions for the named executive officers, the board of directors reviewed the analysis of data derived from members of our peer group and also utilized survey data provided by Pearl Meyer. For 2024, the board of directors used these analyses to help ensure that our executive compensation program is competitive, by considering market data and using comparable positions at companies with which we compete for talent as a reference point for individual compensation decisions. While our board of directors did not establish compensation levels solely based on a review of competitive data or benchmark to any particular level, it believed such data is a useful tool in its deliberations as our compensation policies and practices must be competitive in the marketplace for us to be able to attract, motivate and retain qualified executive officers.
ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM The primary elements of our named executive officers’ compensation and the main objectives of each are: •Base Salary: Base salary attracts and retains talented executives, recognizes individual roles and responsibilities and provides stable income. •Performance‑Based Bonuses: Performance‑based bonuses promote short‑term performance objectives and reward executives for their contributions toward achieving those objectives. •Equity-Based Long-Term Incentive Compensation: Equity compensation, provided in the form of RSUs, aligns executives’ interests with our stockholders’ interests, emphasizes long-term financial performance and helps retain executive talent. •Other Benefits and Perquisites: In addition, our named executive officers are eligible to participate in our health and welfare programs and our retirement programs. We also provide certain perquisites which aid in attracting and retaining executive talent. Each of these elements of compensation are described further below.
2024 Bonuses
2024 Bonuses In addition to base salaries, our named executive officers are eligible to receive performance‑based cash bonuses, which are designed to provide appropriate incentives by aligning compensation with financial and operational achievements, and incentivizing our named executive officers and other bonus-eligible employees to drive operating performance that is aligned with stockholder value creation. Prior to our IPO in April 2024, Messrs. Apt, Jergensen, Mitchell and Sanford were each eligible to receive a performance‑based bonus equal to a percentage of the monthly net operating income of our operating subsidiaries in the following amounts: 2.0%, 3.0%, 1.25%, and 2.0%, respectively. For the first fiscal quarter of 2024, which ended prior to the consummation of our IPO in April 2024, Messrs. Apt, Jergensen, Mitchell, and Sanford’s aggregate performance‑based bonuses earned based on the aggregate net operating income of our operating subsidiaries of $85,308,716 was $1,706,174, $2,559,262, $1,066,359 and $1,706,174, respectively. Messrs. Murray and Hancock were not eligible to receive performance-based bonuses prior to our IPO. After the completion of our IPO, our compensation committee adopted the 2024 Management Bonus Program, which superseded the prior bonus programs established by our board of directors. Each of our named executive officers was eligible to participate in the 2024 Management Bonus Program for the second, third and fourth quarters of fiscal 2024.
2024 Bonuses
| Compensation Discussion and Analysis | Table of Contents |
2024 Bonuses
The 2024 Management Bonus Program established an aggregate bonus pool equal to 8% of Company’s Adjusted EBITDA for each quarter of the 2024 fiscal year commencing April 1, 2024. Each of our named executive officers were allocated the following percentages of the bonus pool:
2024 Bonuses
| NAMED EXECUTIVE OFFICER | 2024 MANAGEMENT BONUS PROGRAM BONUS POOL PERCENTAGE (%) | | Jason Murray | 15 | | Mark Hancock | 15 | | Derick Apt | 13.5 | | Josh Jergensen | 15 | | John Mitchell | 8 | | PJ Sanford | 13.5 |
2024 Bonuses
Bonuses are paid quarterly and may be increased by an aggregate of 10% of the executive officer’s target bonus opportunity based on the achievement of certain financial guidance metrics related to annual revenue and Adjusted EBITDA, and may be further increased by an aggregate of 10% of the executive officer’s target bonus opportunity based on the achievement of certain quality metrics. In 2024, the Company’s Adjusted EBITDA for the second, third and fourth quarters of fiscal 2024 was $62,326,000, $49,082,000 and $93,979,000, respectively. In addition, pursuant to the 2024 Management Bonus Program, a positive adjustment of an aggregate of 10% was earned for the second, third and fourth quarters of fiscal 2024 based on the achievement of certain quality metrics. The financial guidance metrics were not achieved for the second, third and fourth quarters of fiscal 2024 and accordingly no further adjustment was made with respect to those quarters. As a result, Messrs. Murray, Hancock, Apt, Jergensen, Mitchell, and Sanford earned aggregate bonus amounts as shown in the table below.
2024 Bonuses
| NAMED EXECUTIVE OFFICER | BONUS AMOUNT EARNED UNDER 2024 MANAGEMENT BONUS PROGRAM BASED ON ADJUSTED EBITDA (FOLLOWING RESTATEMENT)(¹) ($) | BONUS AMOUNT EARNED UNDER 2024 MANAGEMENT BONUS PROGRAM BASED ON +10% FINANCIAL GUIDANCE ADJUSTMENT (FOLLOWING RESTATEMENT)(¹) ($) | BONUS AMOUNT EARNED UNDER 2024 MANAGEMENT BONUS PROGRAM BASED ON +10% QUALITY METRIC ADJUSTMENT (FOLLOWING RESTATEMENT)(¹) ($) | TOTAL BONUS AMOUNT EARNED UNDER 2024 MANAGEMENT BONUS PROGRAM (FOLLOWING RESTATEMENT)(¹) ($) | | Jason Murray | 2,464,644 | — | 246,464 | 2,711,108 | | Mark Hancock | 2,464,644 | — | 246,464 | 2,711,108 | | Derick Apt | 2,218,180 | — | 221,818 | 2,439,998 | | Josh Jergensen | 2,464,644 | — | 246,464 | 2,711,108 | | John Mitchell | 1,314,477 | — | 131,447 | 1,445,924 | | PJ Sanford | 2,218,180 | — | 221,818 | 2,439,998 |
2024 Bonuses
(1)Amounts in these columns reflect bonuses actually earned under our 2024 Management Bonus Program, after taking into account the Restatement (as defined below). The Company has recouped from each executive officer other than Messrs. Murray and Hancock the full amount of the erroneously awarded compensation paid to each of them under the 2024 Management Bonus Program. As of the date of this proxy statement, the amount of erroneously award compensation that remains outstanding and unpaid by Messrs. Murray and Hancock is $613,510 each; all other
2024 Bonuses
| Table of Contents | Compensation Discussion and Analysis |
2024 Bonuses
erroneously awarded compensation has been recouped from our named executive officers. The amounts reported in this column for Messrs. Murray and Hancock do not include this erroneously awarded compensation and therefore differ from the reported values in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table, which includes the unrecouped erroneously awarded compensation in accordance with SEC rules. The achieved Adjusted EBITDA set forth above with respect to the second quarter of fiscal 2024 reflects an adjustment based on the impact of the restatement of our consolidated financial statements for such quarter, as disclosed in more detail in our 2024 Annual Report (the “Restatement”), and the bonus amounts earned by our named executive officers in the table above reflect the amount actually earned by each named executive officer under the 2024 Management Bonus Program after taking into account the Restatement. Adjusted EBITDA is a non-GAAP financial measure. For more information regarding the Company’s use of non-GAAP financial measures and reconciliations to the most directly comparable GAAP measures, see “Non-GAAP Financial Measures” in the Appendix.
Equity Compensation
Equity Compensation Prior to our IPO in 2024, we did not issue equity awards to our employees and executives, including our named executive officers. However, we view equity‑based compensation as a critical component of our balanced total compensation program going forward as a public company. Equity‑based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns interest of our employees, including our named executive officers, with those of our stockholders. In April 2024, in connection with our IPO, our board of directors approved the grant of RSU awards pursuant to our 2024 Incentive Award Plan, or the 2024 Plan, to certain of our employees, including Messrs. Apt, Jergensen, Mitchell, and Sanford. The number of RSUs granted to each of Messrs. Apt, Jergensen, Mitchell, and Sanford was intended to equal approximately 0.875%, 2.00%, 0.750%, and 1.00%, respectively, of the number of shares of our common stock outstanding as of the closing of our IPO (disregarding the shares issuable under the 2024 Plan). The following table sets forth the number of RSUs granted to each named executive officer. Due to their significant equity ownership in our Company, Messrs. Murray and Hancock did not receive an RSU award.
Equity Compensation
| NAMED EXECUTIVE OFFICER | NUMBER OF RSUS (#) | | Derick Apt | 1,313,830 | | Josh Jergensen | 3,003,039 | | John Mitchell | 1,126,140 | | PJ Sanford | 1,501,520 |
Equity Compensation
25% of the RSUs subject to each award vested on the grant date (April 11, 2024), and the remaining 75% of the RSUs subject to each award vests and will continue to vest in substantially equal annual installments on each of the first, second, third, fourth, and fifth anniversaries of April 15, 2024, which was the closing date of our IPO, subject to the executive’s continued service with us through the applicable vesting date. If the executive experiences a termination of service by us without cause, by the executive for good reason, or due to death or disability, a portion of the RSUs subject to these awards will vest in the amount that would have vested during the 12‑month period following the date of termination (had the executive remained in continued service with us during such period and assuming that the shares vest in equal monthly installments, rather than annual installments, over the vesting period). If such termination occurs on or within 24 months after a change in control, then all of the executive’s remaining unvested RSUs subject to these awards will vest. This accelerated vesting treatment will be subject to the executive’s execution and, as applicable, non‑revocation of a general release of claims in our favor, and continued compliance with any applicable restrictive covenants.
Equity Compensation
| Compensation Discussion and Analysis | Table of Contents |
Executive Severance Plan
Executive Severance Plan In connection with our IPO in 2024, we adopted an Executive Severance Plan pursuant to which our named executive officers are eligible to receive severance payments upon a qualifying involuntary termination of employment, including in connection with a change in control of our company. These severance arrangements are designed to retain certain of our executives in these key positions as we compete for talented executives in the marketplace where such protections are commonly offered. For a detailed description of the severance provisions contained in our Executive Severance Plan, see the section titled “Potential Payments Upon Termination or Change in Control” below.
Equity Award Timing Policies and Practices
Equity Award Timing Policies and Practices We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. In the event material nonpublic information becomes known to the compensation committee before granting an equity award, the compensation committee will consider such information and use its business judgment to determine whether to delay the grant of equity to avoid any appearance of impropriety. In 2024, we did not grant awards of stock options, stock appreciation rights, or similar option-like instruments to our named executive officers or our employees. Compensation Committee Report The compensation committee of the board of directors of PACS Group, Inc. has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement. Taylor Leavitt, Chairperson Evelyn Dilsaver, Committee Member Jacqueline Millard, Committee Member The foregoing Compensation Committee Report is not soliciting material, is not deemed filed with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. Executive Compensation Tables
2024 SUMMARY COMPENSATION TABLE
2024 SUMMARY COMPENSATION TABLE The following table contains information about the compensation earned by each of our named executive officers for fiscal years ended December 31, 2024 and December 31, 2023.
2024 SUMMARY COMPENSATION TABLE
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | STOCK AWARDS ($)(1) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(2) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($) | | Jason Murray Co-Founder, Chief Executive Officer and Chairman | 2024 | 1,673,077 | — | 3,324,618 | — | 41,390 | 5,039,085 | | | 2023 | 3,000,000 | — | — | — | 2,056,976 | 5,056,976 | | Mark Hancock Co-Founder, Executive Vice Chairman, and interim Chief Financial Officer | 2024 | 1,673,077 | — | 3,324,618 | — | 41,390 | 5,039,085 | | | 2023 | 3,000,000 | — | — | — | 2,056,976 | 5,056,976 | | Derick Apt Former Chief Financial Officer | 2024 | 396,155 | 27,590,430 | 4,146,172 | 52,646 | 47,775 | 32,233,178 | | | 2023 | 200,000 | — | 5,625,580 | 23,314 | 47,722 | 5,896,616 | | Josh Jergensen President and Chief Operating Officer | 2024 | 419,231 | 63,063,819 | 5,270,370 | 97,600 | 35,008 | 68,886,028 | | | 2023 | 200,000 | — | 8,063,813 | 61,808 | 31,208 | 8,356,829 | | John Mitchell Chief Legal Officer and Secretary | 2024 | 352,885 | 23,648,940 | 2,512,283 | 57,568 | 53,362 | 26,625,038 | | PJ Sanford Former President of Providence Administrative Consulting Services, Inc. and former Chief Administrative Officer | 2024 | 346,154 | 31,531,920 | 4,146,172 | 33,831 | 36,027 | 36,094,104 | | | 2023 | 200,000 | — | 5,378,513 | 18,917 | 32,299 | 5,629,729 |
2024 SUMMARY COMPENSATION TABLE
(1) Amounts reflect the full grant date fair value of RSUs granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named executive officer. We provide information regarding the assumptions used to calculate the value of all stock awards made to our named executive officers in 2024 in Note 21 to the consolidated financial statements included in our 2024 Annual Report. (2)Amounts reflect cumulative payouts pursuant to our performance-based bonus programs maintained in 2024, including amounts that were deferred pursuant to our Deferred Compensation Plan, as described below. See the section titled “Elements of Our Executive Compensation Program—2024 Bonuses” above for additional information about our 2024 performance-based bonus programs. For Messrs. Apt, Jergensen, Mitchell, and Sanford, amounts represent aggregate bonus amounts earned in 2024 under our executive bonus program in effect prior to our initial public offing based on the monthly net income of our operating subsidiaries ($1,706,174 for Mr. Apt, $2,559,262 for Mr. Jergensen, $1,066,359 for Mr. Mitchell, and $1,706,174 for Mr. Sanford). Amounts also represent aggregate bonus amounts paid pursuant to the 2024 Management Bonus Program, which
2024 SUMMARY COMPENSATION TABLE
| Executive Compensation Tables | Table of Contents |
2024 SUMMARY COMPENSATION TABLE
went into effect in connection with our IPO. As discussed in more detail below under the section titled “Recovery of Erroneously Awarded Compensation,” in connection with the Restatement, certain compensation paid to our executive officers, including each of our named executive officers, under the 2024 Management Bonus Program is subject to recoupment in accordance with our Clawback Policy. As of the date of this proxy statement, the Company has recouped from each of Messrs. Apt, Jergensen, Mitchell, and Sanford an amount equal to the erroneously awarded compensation paid to each of them under the 2024 Management Bonus Program, which was: $552,159 for Mr. Apt, $613,510 for Mr. Jergensen, $327,205 for Mr. Mitchell and $552,159 for Mr. Sanford. Amounts in this column for 2024 for Messrs. Apt, Jergensen, Mitchell, and Sanford have been reduced by the amount of erroneously awarded compensation recovered by the Company pursuant to the Clawback Policy. For Messrs. Murray and Hancock, the Company will recoup from each an amount equal to the erroneously awarded compensation paid to them under the 2024 Management Bonus Program ($613,510 each). For Messrs. Murray and Hancock, amounts in this column for 2024 include the erroneously awarded compensation that was paid but has not yet been recovered by the Company as of the date of this proxy statement. For additional information regarding the application of the Clawback Policy, please see the section below titled “Recovery of Erroneously Awarded Compensation.” (3)Represents the above‑market earnings on deferred compensation that is not tax‑qualified, which is calculated as the excess of the earnings credited on deferred amounts under our Deferred Compensation Plan that were deemed invested in the investment vehicles under such plan over the amount that would have been earned had the deferred amounts been credited with a return equal to 120% of the applicable federal rate in effect for 2024. For more information, see “Nonqualified Deferred Compensation for 2024” table below. (4)Amounts reported in this column represent our contributions towards our named executive officers’ medical insurance premiums ($15,604 for Messrs. Murray and Hancock, $29,780 for Mr. Apt and $32,789 for Messrs. Jergensen, Mitchell, and Sanford), life insurance premiums ($25,786 for Messrs. Murray and Hancock), life and disability insurance premiums ($14,544 for Mr. Apt, $2,219 for Mr. Jergensen, $20,573 for Mr. Mitchell, and $3,238 for Mr. Sanford) and for Mr. Apt $3,450 for our 401(k) match.
GRANTS OF PLAN-BASED AWARDS IN 2024
GRANTS OF PLAN-BASED AWARDS IN 2024 The following table provides information relating to grants of plan‑based awards made to our named executive officers during fiscal 2024.
GRANTS OF PLAN-BASED AWARDS IN 2024
| | | | ESTIMATED FUTURE PAYOUTS UNDER NON‑EQUITY INCENTIVE PLAN AWARDS(1) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(2) | | NAME | BOARD APPROVAL DATE | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | | | | Jason Murray | — | — | — | 1,787,760 | 2,145,312 | — | — | | Mark Hancock | — | — | — | 1,787,760 | 2,145,312 | — | — | | Derick Apt | — | — | — | 2,360,944 | 2,682,741 | — | — | | | 3/31/2024 | 4/11/2024 | — | — | — | 1,313,830(3) | 27,590,430 | | Josh Jergensen | — | — | — | 2,915,700 | 3,273,252 | — | — | | | 3/31/2024 | 4/11/2024 | — | — | — | 3,003,039(3) | 63,063,819 | | John Mitchell | — | — | — | 1,423,447 | 1,614,141 | — | — | | | 3/31/2024 | 4/11/2024 | — | — | — | 1,126,140(3) | 23,648,940 | | PJ Sanford | — | — | — | 2,360,944 | 2,682,741 | — | — | | | 3/31/2024 | 4/11/2024 | — | — | — | 1,501,520(3) | 31,531,920 |
GRANTS OF PLAN-BASED AWARDS IN 2024
(1)Amounts shown in these columns represent each named executive officer’s annual cash bonus opportunity under our 2024 performance‑based bonus programs. There are no threshold, target or maximum payouts under these bonus programs given the final payments in respect of such awards are based on a percentage of the monthly net income of our operating subsidiaries (with respect to our performance-based bonus program in place prior our IPO) and a percentage of a bonus pool that is based on Adjusted EBITDA (with respect to the 2024 Management Bonus Program). Because the target amounts of the annual cash bonus opportunity are not determinable, the amounts reported are representative “target” amounts based on the monthly net income of our operating subsidiaries and Adjusted EBITDA for 2023 in accordance with SEC rules, and the maximum amounts reported reflect the potential bonus opportunities taking into account the positive adjustments based on the achievement of certain financial guidance and quality metrics. For additional detail on these awards, please see the description of such awards under “Elements of Our Executive Officer Compensation program—2024 Bonuses” above. The amounts paid to our named executive officers under our bonus programs are reflected in the Summary Compensation Table above.
GRANTS OF PLAN-BASED AWARDS IN 2024
| Table of Contents | Executive Compensation Tables |
GRANTS OF PLAN-BASED AWARDS IN 2024
(2)Amounts reflect the grant-date fair value in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate these values in Note 21 to the consolidated financial statements included in our 2024 Annual Report. (3)Represents awards of RSUs that vested and will continued to vest as follows: (i) 25% of the RSUs subject to the award vested on the grant date, and (ii) 75% of the RSUs subject to the award vest in substantially equal annual installments on each of the first, second, third, fourth, and fifth anniversaries of April 15, 2024, which was the closing date of our IPO, subject to the executive’s continued service with us through the applicable vesting date. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
OUTSTANDING EQUITY AWARDS AT YEAR‑END
OUTSTANDING EQUITY AWARDS AT YEAR‑END The following table provides information relating to the outstanding equity awards held by our named executive officers as of December 31, 2024. Stock awards were granted pursuant to our 2024 Plan.
OUTSTANDING EQUITY AWARDS AT YEAR‑END
| | STOCK AWARDS | | | NAME | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(1) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(2) | | Jason Murray | — | — | | Mark Hancock | — | — | | Derick Apt | 985,372 | 12,918,227 | | Josh Jergensen | 2,252,279 | 29,527,378 | | John Mitchell | 844,605 | 11,072,772 | | PJ Sanford | 1,126,140 | 14,763,695 |
OUTSTANDING EQUITY AWARDS AT YEAR‑END
(1)Represents awards of RSUs granted on April 11, 2024 that vest as follows: 25% of the RSUs subject to each award vested on the grant date (April 11, 2024), and the remaining 75% of the RSUs subject to each award vests and will continue to vest in substantially equal annual installments on each of the first, second, third, fourth, and fifth anniversaries of April 15, 2024, which was the closing date of our IPO, subject to the executive’s continued service with us through the applicable vesting date. In addition to any accelerated vesting pursuant to the terms of our 2024 Plan, the RSUs are subject to accelerated vesting as described above under the section titled “Equity Compensation”. (2)The market value of the RSUs that have not vested is calculated by multiplying the number of unvested RSUs outstanding under the award by $13.11, which is the closing price per share of our common stock on December 31, 2024 (the last trading day of the year).
OUTSTANDING EQUITY AWARDS AT YEAR‑END
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OPTION EXERCISES AND STOCK VESTED IN 2024
OPTION EXERCISES AND STOCK VESTED IN 2024 The following table shows the number of shares of common stock subject to RSUs that vested during 2024. None of our named executive officers held options in 2024.
OPTION EXERCISES AND STOCK VESTED IN 2024
| | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#)(1) | VALUE REALIZED ON VESTING ($)(2) | | Jason Murray | — | — | | Mark Hancock | — | — | | Derick Apt | 328,458 | 7,554,534 | | Josh Jergensen | 750,760 | 17,267,480 | | John Mitchell | 281,535 | 6,475,305 | | PJ Sanford | 375,380 | 8,633,740 |
OPTION EXERCISES AND STOCK VESTED IN 2024
(1)Represents the gross number of shares acquired upon vesting of RSUs, without taking into account any shares withheld or sold to satisfy applicable tax obligations. (2)Amounts shown are calculated by multiplying the fair market value of our common stock on the applicable vesting date by the number of RSUs that vested on such date.
SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The table below quantifies certain compensation and benefits that would have become payable to each of our named executive officers if his employment had terminated on December 31, 2024, as a result of each of the termination scenarios described below, including in the event of a change in control (CIC) of the Company on December 31, 2024. Except as described in the footnotes below, the value of the accelerated vesting of the RSU awards was computed using $13.11, which was the price of our common stock on December 31, 2024 (the last trading day of the year). As described above, Messrs. Apt and Sanford separated from the Company in 2025 and received the aforementioned compensation and benefits. The amounts shown in the table below represent compensation and benefits that Messrs. Apt and Sanford would have become payable upon a termination on December 31, 2024, as a result of each of the termination scenarios described below, and does not represent the compensation and benefits actually received by the named executive officer upon his separation from the Company.
SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| NAMED EXECUTIVE OFFICER | TRIGGERING EVENT | CASH SEVERANCE ($)(1) | ACCELERATED EQUITY AWARDS ($)(2) | HEALTH BENEFITS ($)(3) | TOTAL ($) | | Jason Murray | Termination without Cause or Resignation for Good Reason Apart from a CIC | 500,000 | — | 15,604 | 515,604 | | | Termination without Cause or Resignation for Good Reason in Connection with a CIC | 1,000,000 | — | 31,209 | 1,031,209 | | | Termination due to Death or Disability | — | — | — | — |
SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| NAMED EXECUTIVE OFFICER | TRIGGERING EVENT | CASH SEVERANCE ($)(1) | ACCELERATED EQUITY AWARDS ($)(2) | HEALTH BENEFITS ($)(3) | TOTAL ($) | | Mark Hancock | Termination without Cause or Resignation for Good Reason Apart from a CIC | 500,000 | — | 15,604 | 515,604 | | | Termination without Cause or Resignation for Good Reason in Connection with a CIC | 1,000,000 | — | 31,209 | 1,031,209 | | | Termination due to Death or Disability | — | — | — | — | | Derick Apt | Termination without Cause or Resignation for Good Reason Apart from a CIC | 400,000 | 2,583,640 | 29,780 | 3,013,420 | | | Termination without Cause or Resignation for Good Reason in Connection with a CIC | 800,000 | 12,918,227 | 59,561 | 13,777,788 | | | Termination due to Death or Disability | — | 2,583,640 | — | 2,583,640 | | Josh Jergensen | Termination without Cause or Resignation for Good Reason Apart from a CIC | 500,000 | 5,905,465 | 32,789 | 6,438,254 | | | Termination without Cause or Resignation for Good Reason in Connection with a CIC | 1,000,000 | 29,527,378 | 65,578 | 30,592,956 | | | Termination due to Death or Disability | — | 5,905,465 | — | 5,905,465 | | John Mitchell | Termination without Cause or Resignation for Good Reason Apart from a CIC | 400,000 | 2,214,554 | 32,789 | 2,647,343 | | | Termination without Cause or Resignation for Good Reason in Connection with a CIC | 800,000 | 11,072,772 | 65,578 | 11,938,350 | | | Termination due to Death or Disability | — | 2,214,554 | — | 2,214,554 | | PJ Sanford | Termination without Cause or Resignation for Good Reason Apart from a CIC | 400,000 | 2,952,739 | 32,789 | 3,385,528 | | | Termination without Cause or Resignation for Good Reason in Connection with a CIC | 800,000 | 14,763,695 | 65,578 | 15,629,273 | | | Termination due to Death or Disability | — | 2,952,739 | — | 2,952,739 |
SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
(1)Represents cash severance payable upon a termination without cause or a resignation for good reason (Involuntary Termination) pursuant to the Executive Severance Plan. In the event the Involuntary Termination occurs outside of the 24-month period commencing on a change in control (Change in Control Period), the executive will be entitled to receive 100% of his then-current annual base salary. In the event that the Involuntary Termination occurs within the Change in Control Period, the executive will be entitled to receive 200% of his then-current annual base salary. See the section titled “Employment Arrangements with Our Executive Officers—Executive Severance Plan” above for additional information about the Executive Severance Plan. (2)Represents the applicable number of shares of our common stock underlying the unvested RSUs, multiplied by the fair market value described above, the vesting of which accelerates in connection with the triggering event pursuant to the award agreements under which the RSUs were granted. If the executive experiences an Involuntary Termination or is terminated due to death or disability outside of the Change in Control Period, a portion of the executive’s outstanding RSUs will vest in the amount that would have vested during the 12-month period following the date of termination (had the executive remained in continuous service with us during such period and assuming that the shares vest in equal monthly installments, rather than annual installments, over the vesting period). If such termination occurs within the Change in Control Period, all of executive’s remaining unvested RSUs will vest. See the section titled “Elements of Our Executive Compensation Program—Equity Compensation” above for additional information about these RSU awards. (3)Represents the value of company-paid healthcare premiums for the executive and his eligible dependents pursuant to the Executive Severance Plan for (i) 12 months, if the Involuntary Termination occurs outside of the Change in Control Period, and (ii) 24 months, if the Involuntary Termination occurs within the Change in Control Period. See the section titled “Employment Arrangements with Our Executive Officers—Executive Severance Plan” above for additional information about the Executive Severance Plan. Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between “compensation actually paid” (“CAP”) to our named executive officers (“NEOs”) and certain financial performance measures. We became a public reporting company in April 2024 and as such, only one fiscal year of data is required in this filing. Amounts included as CAP do not represent the value of compensation actually received by our NEOs but instead are amounts calculated pursuant to the SEC’s rules, which result in substantial adjustments to the amounts reported above in the Summary Compensation Table. Shareholders should refer to the discussion of our compensation philosophy and programs described above in the “Compensation Discussion and Analysis” section for a complete discussion of our compensation programs and their connection to our performance. The Compensation Committee did not rely on the following disclosure in making compensation decisions.
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE The following table sets forth additional compensation information for our principal executive officer (“PEO”) and our other non-PEO NEOs (“Non-PEO NEOs”) (averaged) along with total shareholder return (“TSR”), net income, and Adjusted EBITDA performance results for fiscal 2024.
PAY VERSUS PERFORMANCE TABLE
| | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT ON 4/11/2024 AS OF YEAR-END IN: | | | | | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO ($)(1) | COMPENSATION ACTUALLY PAID TO PEO ($)(1)(2) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS ($)(1) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS ($)(1)(2) | TOTAL SHAREHOLDER RETURN ($)(3) | PEER GROUP TOTAL SHAREHOLDER RETURN ($)(3) | NET INCOME ($ IN MILLIONS)(4) | ADJUSTED EBITDA ($ IN MILLIONS)(5) | | 2024 | 5,039,085 | 5,039,085 | 40,959,587 | 31,554,093 | 57 | 116.06 | 55.3 | 279.5 |
PAY VERSUS PERFORMANCE TABLE
(1)For 2024, the PEO was Jason Murray, and the non-PEO NEOs were Derick Apt, Josh Jergensen, John Mitchell and PJ Sanford. Although we have voluntarily included Mark Hancock in this proxy statement as an NEO for the fiscal year ended December 31, 2024, we have excluded him from the calculations applicable to our non-PEO NEOs in the above table for the fiscal year ended December 31, 2024 because he was not a “named executive officer” under SEC regulations. (2)For 2024, compensation actually paid (“CAP”) was determined by making the following adjustments to Summary Compensation Totals for equity awards:
PAY VERSUS PERFORMANCE TABLE
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PAY VERSUS PERFORMANCE TABLE
| | PEO ($) | AVERAGE OF NON-PEO NEOS ($) | | Reported Summary Compensation Table (“SCT”) Total | 5,039,085 | 40,959,587 | | Adjustments: | | | | Deduction of Amounts Reported in “Stock Awards” Column of the SCT(i) | — | (36,458,777) | | Year End Fair Value of Equity Awards Granted in the Reported Year that remain Unvested at Year End(ii) | — | 17,070,518 | | Fair Value at Vesting of Equity Awards Granted and Vested in the Reported Year(v) | — | 9,982,765 | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Remain Unvested at Year End(iii) | — | — | | Change in Fair Value Between Prior Year End and Vesting Date for Awards Granted in Prior that Vested in the Reported Year(iv) | — | — | | Deduction of Fair Value at the End of the Prior Year of Equity Awards Granted in Prior Years that were Forfeited in the Reported Year(vi) | — | — | | Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation(vii) | — | — | | Compensation Actually Paid | 5,039,085 | 31,554,093 |
PAY VERSUS PERFORMANCE TABLE
Summary Compensation Table amounts reflect the grant date fair values of equity awards. For CAP calculation purposes, adjustments have been 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. (3)Represents the cumulative TSR of our common stock and the cumulative TSR of our peer group (the “Peer Group TSR”), as reflected in our stock performance graph as disclosed in this Form 10-K. In accordance with SEC rules, the table assumes $100 was invested at the market close on April 11, 2024, the date our common stock commenced regular-way trading on the New York Stock Exchange, through the end of the fiscal year. The companies included in our peer group (“Peer Group”) are as follows: The Ensign Group, Inc. (“ENSG”), Encompass Health Corporation (“EHC”), and Selected Medical Holdings Corporation (“SEM”). For the Peer Group, the Peer Group TSR includes the re-investment of dividends. (4)The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year. (5)See the section titled “Non-GAAP Financial Measures” in the Appendix for a definition of Adjusted EBITDA, a non-GAAP financial measure used for the purpose of the 2024 Management Bonus Program, which is our Company-Selected Measure.
RELATIONSHIP BETWEEN CAP AND PERFORMANCE MEASURES
| Table of Contents | Pay Versus Performance |
CLAWBACK POLICY RECOVERY ANALYSIS
| NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | TOTAL ($) | | Evelyn Dilsaver(3) | 70,968 | 147,288 | 218,256 | | Jacqueline Millard | 158,377 | 160,000 | 318,377 | | Taylor Leavitt | 154,246 | 160,000 | 314,246 |
DIRECTOR COMPENSATION PROGRAM
DIRECTOR COMPENSATION PROGRAM In connection with our IPO, our board of directors adopted and our stockholders approved a compensation program for our non-employee directors (Director Compensation Program), which became effective upon the closing of our IPO in April 2024. The Director Compensation Program provides for annual retainer fees and equity awards for our non‑employee directors, who we refer to as eligible directors. The material terms of the Director Compensation Program are summarized below. The Director Compensation Program consists of the following components:
Cash Compensation
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