DEF 14A of PACS Group, Inc.
Filed Apr 28, 2026 · FY20250002001184-26-000014
Nominees for Class II Director (upon election at the upcoming Annual Meeting, terms to expire at the 2029 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 | |
Nominees for Class II Director (upon election at the upcoming Annual Meeting, terms to expire at the 2029 Annual Meeting of Stockholders)
| | | Mark Hancock EXPERIENCE Mark Hancock has served as our Executive Vice Chairman since January 2024 and a member of our board of directors since January 2013 and previously served as our Interim Chief Financial Officer from September 2025 to April 2026 and 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 and Executive Vice Chairman | |
CONTINUING MEMBERS OF THE BOARD
CONTINUING MEMBERS OF THE BOARD
Class I Directors (terms to expire at the 2028 Annual Meeting of Stockholders)
Class I Directors (terms to expire at the 2028 Annual Meeting of Stockholders) The current members of the Board who are Class I Directors are as follows:
Class I Directors (terms to expire at the 2028 Annual Meeting of Stockholders)
| NAME | AGE | POSITION WITH PACS | | Taylor Leavitt | 48 | Director | | Jacqueline Millard | 65 | Director |
Class I Directors (terms to expire at the 2028 Annual Meeting of Stockholders)
| Proposals to Be Voted On | Table of Contents |
Class I Directors (terms to expire at the 2028 Annual Meeting of Stockholders)
The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows:
Class I Directors (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 | |
Class I Directors (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 I Directors (terms to expire at the 2028 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 members of the Board who are Class III Directors are as follows:
Class III Directors (terms to expire at the 2027 Annual Meeting of Stockholders)
| NAME | AGE | POSITION WITH PACS | | Jason Murray | 47 | Director, Co-Founder, Chief Executive Officer and Chairman | | Patrick H. Conway | 51 | Director |
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 Directors are 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)
| | | Patrick H. Conway EXPERIENCE Patrick H. Conway has served as a member of our board of directors since March 2026. Since April 2025 Dr. Conway has served as the Chief Executive Officer of Optum, the health services business of UnitedHealth Group. BACKGROUND Previously, Dr. Conway served as the Chief Executive Officer of Care Solutions at Optum, CEO of Optum Rx, and CEO of Optum Health from February 2020 to November 2025; as President and Chief Executive Officer of Blue Cross and Blue Shield of North Carolina from October 2017 to October 2019; and as Deputy Administrator for Innovation and Quality at the Centers for Medicare and Medicaid Services from May 2011 to September 2017, where he also served as the agency’s Chief Medical Officer, Director of the Center for Medicare and Medicaid Innovation (CMMI), and Acting Administrator in 2017. Dr. Conway is a practicing pediatric hospitalist, a member of the National Academy of Medicine, and a recipient of the President’s Senior Executive Distinguished Service Award. He holds an M.D. with High Honors from Baylor College of Medicine, a Master of Science in Clinical Epidemiology from the University of Pennsylvania, and a bachelor’s degree from Texas A&M University. We believe Dr. Conway is qualified to serve on our Board of Directors because of his extensive clinical, regulatory, and healthcare leadership experience. | | | Director | |
Class III Directors (terms to expire at the 2027 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)
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, 2026. 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, 2025. 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, 2027. 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 2025, the compensation committee engaged Pearl Meyer to provide executive compensation advisory services. Pearl Meyer did not provide any other services to the Company in 2025 for which the amount exceeds $120,000. In connection with the adoption of our compensation programs after our initial public offering in 2024, which compensation programs continued in 2025, our board of directors reviewed benchmarking information provided by Pearl Meyer in 2024 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, our peer group, which we referred to in constructing our executive compensation program, consists of the following companies:
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
We did not make any changes to our peer group for fiscal year 2025. In making compensation program decisions for the NEOs, the compensation committee reviewed the analysis of data derived from members of our peer group and also utilized survey data provided by Pearl Meyer. For 2025, the compensation committee used these analyses in an effort 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 compensation committee 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.
Role of Compensation Consultant
| Table of Contents | Compensation Discussion and Analysis |
ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM The primary elements of our NEOs’ annual compensation program 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 NEOs 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.
Management Bonus Program
Management Bonus Program In addition to base salaries, our NEOs 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 NEOs and other bonus-eligible employees to drive operating performance that is aligned with stockholder value creation. In 2024, our compensation committee adopted the Management Bonus Program, which continued in place for the 2025 fiscal year. Each of our NEOs was eligible to participate in the Management Bonus Program for the 2025 fiscal year. The Management Bonus Program established an aggregate bonus pool equal to 8% of Company’s Adjusted EBITDA for each quarter of the applicable fiscal year. Each of our NEOs were allocated the following percentages of the bonus pool, which remain unchanged from 2024:
Management Bonus Program
| Compensation Discussion and Analysis | Table of Contents |
Management Bonus Program
| NAMED EXECUTIVE OFFICER | MANAGEMENT BONUS PROGRAM BONUS POOL PERCENTAGE (%) | | Jason Murray | 15 | | Mark Hancock | 15 | | Derick Apt | 13.5 | | Josh Jergensen | 15 | | John Mitchell | 8 | | Michelle Lewis | 7.0 |
Management Bonus Program
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 2025, the Company’s Adjusted EBITDA for the first, second, third and fourth quarters was $97,574,470, $133,876,594, $131,515,025, and $142,056,700, respectively. In addition, pursuant to the Management Bonus Program, a positive adjustment of an aggregate of 20% was earned for the first, second, third and fourth quarters of fiscal 2025 based on the achievement of certain financial guidance metrics and quality metrics. Mr. Apt’s employment with us terminated in September 2025, and as a result, he only received a bonus under the Management Bonus Program in effect for 2025 with respect to the first, second, and third quarters of fiscal 2025. The aggregate bonus amounts earned by each of our NEOs under the Management Bonus Program in effect for 2025 is set forth in the table below.
Management Bonus Program
| NAMED EXECUTIVE OFFICER | BONUS AMOUNT EARNED UNDER MANAGEMENT BONUS PROGRAM BASED ON ADJUSTED EBITDA ($) | BONUS AMOUNT EARNED UNDER MANAGEMENT BONUS PROGRAM BASED ON +10% FINANCIAL GUIDANCE METRIC ADJUSTMENT ($) | BONUS AMOUNT EARNED UNDER MANAGEMENT BONUS PROGRAM BASED ON +10% QUALITY METRIC ADJUSTMENT ($) | TOTAL BONUS AMOUNT EARNED UNDER MANAGEMENT BONUS PROGRAM ($) | | Jason Murray | 6,060,276 | 606,028 | 606,028 | 7,272,332 | | Mark Hancock | 6,060,276 | 606,028 | 606,028 | 7,272,332 | | Derick Apt | 3,703,891 | — | — | 3,703,891 | | Josh Jergensen | 6,060,276 | 606,028 | 606,028 | 7,272,332 | | John Mitchell | 3,232,147 | 323,215 | 323,215 | 3,878,577 | | Michelle Lewis | 2,828,129 | 282,813 | 282,813 | 3,393,755 |
Management Bonus Program
Adjusted EBITDA is a non-GAAP financial measure. For more information regarding the Company’s use of non-GAAP financial measures and reconciliations to the most directly comparable GAAP measures, see “Non-GAAP Financial Measures” in the Appendix.
Management Bonus Program
| Table of Contents | Compensation Discussion and Analysis |
Performance Continuity and Retention Bonuses
Performance Continuity and Retention Bonuses In December 2025, the compensation committee approved one-time performance continuity and retention bonuses to Messrs. Murray, Hancock, Jergensen and Mitchell and Ms. Lewis in the amounts set forth in the table below. These discretionary cash bonuses were awarded in consideration of each executive’s individual performance and continued service through fiscal year 2025.
Performance Continuity and Retention Bonuses
| NAMED EXECUTIVE OFFICER | PERFORMANCE CONTINUITY AND RETENTION BONUS ($) | | Jason Murray | 914,518 | | Mark Hancock | 914,518 | | Josh Jergensen | 914,518 | | John Mitchell | 487,743 | | Michelle Lewis | 426,774 |
Special Bonuses
Special Bonuses In addition, in December 2025, the compensation committee approved discretionary cash bonuses to Mr. Mitchell and Ms. Lewis in the amount of $500,000 each in recognition of individual performance in fiscal year 2025.
Equity Compensation
Equity Compensation We view equity‑based compensation as a critical component of our balanced total compensation program. 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 NEOs, with those of our stockholders. In December 2025, the compensation committee approved the grant of RSU awards pursuant to our 2024 Incentive Award Plan (the “2024 Plan”) to certain of our employees, including our NEOs, other than Mr. Apt, who did not receive an RSU award in fiscal 2025. Due to the Audit Committee’s independent investigation and the restatement of certain of our financial statements, as discussed in more detail below under the section titled “Recovery of Erroneously Awarded Compensation,” we delayed the approval of annual RSU awards until December 2025. The amounts of the annual RSU awards were determined based on the compensation committee’s assessment of 2024 fiscal year performance. Additionally, the RSU awards granted in December 2025 consisted of one-time retention RSU awards for our NEOs that vest in annual installments over a three-year period. These awards were granted to ensure that the management team, which has been instrumental to the Company’s performance since our initial public offering, remained retained by the Company.
Equity Compensation
| Compensation Discussion and Analysis | Table of Contents |
Equity Compensation
The following table sets forth the 2025 RSU awards as approved by our compensation committee:
Equity Compensation
| NAMED EXECUTIVE OFFICER | ANNUAL 2025 RSU AWARDS NUMBER OF RSUS (#)(1) | ONE-TIME RETENTION RSU AWARDS NUMBER OF RSUS (#)(2) | | Jason Murray | 200,000 | 41,018 | | Mark Hancock | 150,000 | 41,018 | | Josh Jergensen | 175,000 | 41,018 | | John Mitchell | 100,000 | 21,855 | | Michelle Lewis | 32,500 | 19,127 |
Equity Compensation
(1)The RSUs vest in substantially equal annual installments on the first, second, and third anniversaries of January 15, 2025, subject to the executive’s continued service with us through the applicable vesting date. (2)The RSUs vest in substantially equal annual installments on the first, second, and third anniversaries of November 25, 2025, 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 (and awards granted to the NEOs in 2024) 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.
Executive Severance Plan
Executive Severance Plan We maintain an Executive Severance Plan pursuant to which our NEOs 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 2025, we did not grant awards of stock options, stock appreciation rights, or similar option-like instruments to our NEOs 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
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table contains information about the compensation earned by each of our NEOs for fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023.
SUMMARY COMPENSATION TABLE
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($)(1) | STOCK AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)(4) | ALL OTHER COMPENSATION ($)(5) | TOTAL ($) | | Jason Murray Director, Co-Founder, Chief Executive Officer and Chairman | 2025 | 500,000 | 914,518 | 8,358,504 | 7,272,332 | — | 25,770 | 17,071,124 | | | 2024 | 1,673,077 | — | — | 2,711,108 | — | 41,390 | 4,425,575 | | | 2023 | 3,000,000 | — | — | — | — | 2,056,976 | 5,056,976 | | Mark Hancock Director, Co-Founder, Executive Vice Chairman and former interim Chief Financial Officer | 2025 | 500,000 | 914,518 | 6,624,504 | 7,272,332 | — | 25,770 | 15,337,124 | | | 2024 | 1,673,077 | — | — | 2,711,108 | — | 41,390 | 4,425,575 | | | 2023 | 3,000,000 | — | — | — | — | 2,056,976 | 5,056,976 | | Derick Apt Former Chief Financial Officer | 2025 | 404,882 | — | — | 3,703,891 | 102,469 | 40,411 | 4,251,653 | | | 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 | 2025 | 524,600 | 914,518 | 7,491,504 | 7,272,332 | 147,114 | 25,514 | 16,375,582 | | | 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 | 2025 | 424,600 | 987,743 | 4,225,931 | 3,878,577 | 90,645 | 38,024 | 9,645,521 | | | 2024 | 352,885 | — | 23,648,940 | 2,512,283 | 57,568 | 53,362 | 26,625,038 | | Michelle Lewis Chief Accounting Officer | 2025 | 446,624 | 926,774 | 1,790,424 | 3,393,755 | — | 36,602 | 6,594,180 |
SUMMARY COMPENSATION TABLE
(1)Amounts reflect one-time discretionary cash bonus amounts paid to our NEOs in fiscal 2025, including amounts that were deferred pursuant to our Deferred Compensation Plan, as described below. (2)Amounts reflect the full grant date fair value of RSUs granted in the applicable year computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the NEO. We provide information regarding the assumptions used to calculate the value of all stock awards made to our NEOs in 2025 in Note 19 to the consolidated financial statements included in our 2025 Annual Report.
SUMMARY COMPENSATION TABLE
| Executive Compensation Tables | Table of Contents |
SUMMARY COMPENSATION TABLE
(3)Amounts reflect cumulative payouts paid to our NEOs pursuant to the Management Bonus Program that were based on the Company’s Adjusted EBITDA and achievement of certain financial guidance metrics and quality metrics, including amounts that were deferred pursuant to our Deferred Compensation Plan, as described below. As discussed in more detail below under the section titled “Recovery of Erroneously Awarded Compensation,” in connection with the Restatement applicable to fiscal 2024, certain compensation paid to our executive officers, including each of our NEOs, under the Management Bonus Program in effect for fiscal 2024 was subject to recoupment in accordance with our Clawback Policy. As of the date of this proxy statement, the Company has recouped from each of our NEOs an amount equal to the erroneously awarded compensation paid to each of them under the Management Bonus Program for fiscal 2024, which was: $613,510 for Messrs. Murray, Hancock, and Jergensen, $552,159 for Mr. Apt, $327,205 for Mr. Mitchell and $286,304 for Ms. Lewis. Amounts in this column for 2024 for each of our NEOs, other than Ms. Lewis who was not a NEO in fiscal 2024, have been reduced by the amount of erroneously awarded compensation recovered by the Company pursuant to the Clawback Policy. For additional information regarding the application of the Clawback Policy, please see the section below titled “Recovery of Erroneously Awarded Compensation.” (4)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 2025. For more information, see “Nonqualified Deferred Compensation for 2025” table below. (5)Amounts reported in this column for fiscal 2025 represent our contributions towards our NEOs’ medical insurance premiums ($18,364 for Mr. Apt, $23,100 for Messrs. Jergensen and Mitchell, and $24,286 for Ms. Lewis), life insurance premiums ($25,770 for Messrs. Murray and Hancock), life and disability insurance premiums ($8,519 for Mr. Apt, $2,414 for Mr. Jergensen, $14,924 for Mr. Mitchell, and $7,066 for Ms. Lewis), and our 401(k) match ($7,000 for Mr. Apt, and $5,250 for Ms. Lewis).
GRANTS OF PLAN-BASED AWARDS IN 2025
GRANTS OF PLAN-BASED AWARDS IN 2025 The following table provides information relating to grants of plan‑based awards made to our NEOs during fiscal 2025.
GRANTS OF PLAN-BASED AWARDS IN 2025
| | | ESTIMATED FUTURE PAYOUTS UNDER NON‑EQUITY INCENTIVE PLAN AWARDS(1) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(2) | | NAME | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | | | | Jason Murray | — | — | 3,353,484 | 4,024,181 | — | — | | | 12/17/2025 | — | — | — | 200,000(3) | 6,936,000 | | | 12/17/2025 | — | — | — | 41,018(4) | 1,422,504 | | Mark Hancock | — | — | 3,353,484 | 4,024,181 | — | — | | | 12/17/2025 | — | — | — | 150,000(3) | 5,202,000 | | | 12/17/2025 | — | — | — | 41,018(4) | 1,422,504 | | Derick Apt | — | — | 3,018,136 | 3,621,763 | — | — | | Josh Jergensen | — | — | 3,353,484 | 4,024,181 | — | — | | | 12/17/2025 | — | — | — | 175,000(3) | 6,069,000 | | | 12/17/2025 | — | — | — | 41,018(4) | 1,422,504 |
GRANTS OF PLAN-BASED AWARDS IN 2025
| Table of Contents | Executive Compensation Tables |
GRANTS OF PLAN-BASED AWARDS IN 2025
| | | ESTIMATED FUTURE PAYOUTS UNDER NON‑EQUITY INCENTIVE PLAN AWARDS(1) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(2) | | NAME | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | | | | John Mitchell | — | — | 1,788,525 | 2,146,230 | — | — | | | 12/17/2025 | — | — | — | 100,000(3) | 3,468,000 | | | 12/17/2025 | — | — | — | 21,855(4) | 757,931 | | Michelle Lewis | — | — | 1,564,959 | 1,877,951 | — | — | | | 12/17/2025 | — | — | — | 32,500(3) | 1,127,100 | | | 12/17/2025 | — | — | — | 19,127(4) | 663,324 |
GRANTS OF PLAN-BASED AWARDS IN 2025
(1)Amounts shown in these columns represent each NEO’s annual cash bonus opportunity under our Management Bonus Program. There are no threshold, target, or maximum payouts under our Management Bonus Program given that the final payments in respect of such awards are based on a percentage of a bonus pool that is based on Adjusted EBITDA. Because the target amounts of the annual cash bonus opportunity are not determinable, in accordance with SEC rules, the amounts reported are representative “target” amounts based on actual Adjusted EBITDA for 2024, and the maximum amounts reported reflect the potential bonus opportunities applying the positive adjustments based on the achievements of certain financial guidance and quality metrics to these “target” amounts. For additional detail on these awards, please see the description of such awards under “Elements of Our Executive Officer Compensation Program—Management Bonus Program” above. The amounts actually paid to our NEOs under our Management Bonus Program are reflected in the Summary Compensation Table above. (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 19 to the consolidated financial statements included in our 2025 Annual Report. (3)Represents an award of RSUs that vest in substantially equal annual installments on the first, second, and third anniversaries of January 15, 2025, subject to the executive’s continued service with us through the applicable vesting date. (4)Represents an award of RSUs that vest in substantially equal annual installments on the first, second, and third anniversaries of November 25, 2025, 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 NEOs as of December 31, 2025. 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 (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) | | Jason Murray | 200,000(2) | 7,678,000 | | | 41,018(3) | 1,574,681 | | Mark Hancock | 150,000(2) | 5,758,500 | | | 41,018(3) | 1,574,681 | | Derick Apt | — | — | | Josh Jergensen | 175,000(2) | 6,718,250 | | | 41,018(3) | 1,574,681 | | | 1,801,824(4) | 69,172,023 | | John Mitchell | 100,000(2) | 3,839,000 | | | 21,855(3) | 839,013 | | | 675,684(4) | 25,939,509 | | Michelle Lewis | 32,500(2) | 1,247,675 | | | 19,127(3) | 734,286 | | | 225,228(4) | 8,646,503 |
OUTSTANDING EQUITY AWARDS AT YEAR‑END
(1)The market value of the RSUs that have not vested is calculated by multiplying the number of unvested RSUs outstanding under the award by $38.39, which is the closing price per share of our common stock on December 31, 2025 (the last trading day of the year). (2)Represents awards of RSUs granted on December 17, 2025 that vest in substantially equal annual installments on the first, second, and third anniversaries of January 15, 2025, 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”. (3)Represents awards of RSUs granted on December 17, 2025 that vest in substantially equal annual installments on the first, second, and third anniversaries of November 25, 2025, 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”. (4)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 vested and will continue to vest in substantially equal annual installments on each of the first, second, third, fourth, and fifth anniversaries of April 11, 2024, 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”.
OUTSTANDING EQUITY AWARDS AT YEAR‑END
| Table of Contents | Executive Compensation Tables |
OPTION EXERCISES AND STOCK VESTED IN 2025
OPTION EXERCISES AND STOCK VESTED IN 2025 The following table shows the number of shares of common stock subject to RSUs that vested during 2025. None of our NEOs held options in 2025.
OPTION EXERCISES AND STOCK VESTED IN 2025
| | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#)(1) | VALUE REALIZED ON VESTING ($)(2) | | Jason Murray | — | — | | Mark Hancock | — | — | | Derick Apt | 279,190 | 2,828,034 | | Josh Jergensen | 450,455 | 4,211,754 | | John Mithell | 168,921 | 1,579,411 | | Michelle Lewis | 56,307 | 526,470 |
OPTION EXERCISES AND STOCK VESTED IN 2025
(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 NEOs if his employment had terminated on December 31, 2025, 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, 2025. Except as described in the footnotes below, the value of the accelerated vesting of the RSU awards was computed using $38.39, which was the price of our common stock on December 31, 2025 (the last trading day of the year). As described above, Mr. Apt separated from the Company in 2025 and received the aforementioned compensation and benefits. The amounts shown in the table below represent the compensation and benefits that Mr. Apt actually received upon his separation from the Company.
SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| NAMED EXECUTIVE OFFICER | TRIGGERING EVENT | CASH SEVERANCE ($)(1) | ACCELERATED EQUITY AWARDS ($)(2) | HEALTH BENEFITS ($)(3) | TOTAL ($) | | Jason Murray | Termination without Cause or Resignation for Good Reason Apart from a CIC | 500,000 | 3,084,176 | — | 3,584,176 | | | Termination without Cause or Resignation for Good Reason in Connection with a CIC | 1,000,000 | 9,252,681 | — | 10,252,681 | | | Termination due to Death or Disability Apart from a CIC | — | 3,084,176 | — | 3,084,176 | | | Termination due to Death or Disability in Connection with a CIC | — | 9,252,681 | — | 9,252,681 | | Mark Hancock | Termination without Cause or Resignation for Good Reason Apart from a CIC | 500,000 | 2,444,368 | — | 2,944,368 | | | Termination without Cause or Resignation for Good Reason in Connection with a CIC | 1,000,000 | 7,333,181 | — | 8,333,181 | | | Termination due to Death or Disability Apart from a CIC | — | 2,444,368 | — | 2,444,368 | | | Termination due to Death or Disability in Connection with a CIC | — | 7,333,181 | — | 7,333,181 | | Derick Apt | Termination without Cause or Resignation for Good Reason Apart from a CIC | — | 985,395(4) | — | 985,395 | | | Termination without Cause or Resignation for Good Reason in Connection with a CIC | — | — | — | — | | | Termination due to Death or Disability Apart from a CIC | — | — | — | — | | | Termination due to Death or Disability in Connection with a CIC | — | — | — | — |
SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Executive Compensation Tables | Table of Contents |
SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| NAMED EXECUTIVE OFFICER | TRIGGERING EVENT | CASH SEVERANCE ($)(1) | ACCELERATED EQUITY AWARDS ($)(2) | HEALTH BENEFITS ($)(3) | TOTAL ($) | | Josh Jergensen | Termination without Cause or Resignation for Good Reason Apart from a CIC | 524,600 | 20,057,278 | 23,100 | 20,604,978 | | | Termination without Cause or Resignation for Good Reason in Connection with a CIC | 1,049,200 | 77,464,954 | 46,200 | 78,560,354 | | | Termination due to Death or Disability Apart from a CIC | — | 20,057,278 | — | 20,057,278 | | | Termination due to Death or Disability in Connection with a CIC | — | 77,464,954 | — | 77,464,954 | | John Mitchell | Termination without Cause or Resignation for Good Reason Apart from a CIC | 424,600 | 8,044,202 | 23,100 | 8,491,902 | | | Termination without Cause or Resignation for Good Reason in Connection with a CIC | 849,200 | 30,617,522 | 46,200 | 31,512,922 | | | Termination due to Death or Disability Apart from a CIC | — | 8,044,202 | — | 8,044,202 | | | Termination due to Death or Disability in Connection with a CIC | — | 30,617,522 | — | 30,617,522 | | Michelle Lewis | Termination without Cause or Resignation for Good Reason Apart from a CIC | 450,000 | 2,822,241 | 24,286 | 3,296,527 | | | Termination without Cause or Resignation for Good Reason in Connection with a CIC | 900,000 | 10,628,463 | 48,572 | 11,577,035 | | | Termination due to Death or Disability Apart from a CIC | — | 2,822,241 | — | 2,822,241 | | | Termination due to Death or Disability in Connection with a CIC | — | 10,628,463 | — | 10,628,463 |
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)Except with respect to Mr. Apt, 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. (4)For Mr. Apt, represents the value of the accelerated vesting of RSUs that he received in connection with his termination of employment, which is described in more detail above under “Potential Payments Upon Termination or Change in Control–Derick Apt Separation Agreement.” CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing pay ratio information about the relationship of the annual total compensation of our employees and the annual total compensation of Jason Murray, our Chief Executive Officer (“CEO”). For 2025, our last completed fiscal year: •The annual total compensation of our median employee, was $43,765; and •The annual total compensation of our CEO, as reported in the Summary Compensation Table presented above in this proxy statement was $17,071,124. Based on this information, for 2025 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 390 to 1.
Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure
Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure In determining the pay ratio calculation, we used the methodology, assumptions and estimates set forth below in determining the median employee: •We selected December 31, 2025, which is within the last three months of 2025, as the date upon which we would identify the median employee. •To determine our total employee population for purposes of the pay ratio calculation, we included all full-time and part-time employees as of December 31, 2025, excluding our CEO. 46,568 employees were considered for identifying the median employee. •For purposes of measuring the compensation of our employee population, we selected total cash compensation. Total cash compensation includes base salary, hourly pay, overtime, and bonuses, as reported on our payroll records. We measured total cash compensation of the employees included in the calculation over the twelve-month period ended December 31, 2025. •All measurements were conducted in U.S. dollars. •Total cash compensation for the twelve-month period ended December 31, 2025 was sourced from payroll records across all business units. The measure was consistently applied to all of our employees included in the calculation. We annualized the total cash compensation of permanent employees hired during the year. We did not make any other annualizing adjustments, and we did not make any cost-of-living adjustments in identifying the median employee. •Once we identified the median employee, we identified and calculated the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $43,765. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our Summary Compensation Table included above in this Proxy Statement for Jason Murray, our CEO as of December 31, 2025, which includes the grant date fair value of the stock awards granted in 2025, rather than the amount paid to or realized by our CEO with respect to such stock awards. The SEC's rules requiring pay ratio disclosure allow companies to exercise a certain degree of discretion in the methodology used to determine the median employee and do not mandate that each public company use the same method. In addition, our compensation philosophy reflects fair pay based on a person's role in the Company, a subjective determination of the market value of that person's job and that person's performance in that position. As a result, the annual total compensation of our median employee is unique to that person and is not an indicator of the annual total compensation of any of our other employees and is not comparable to the annual total compensation of employees at other companies. Similarly, we would not expect the ratio of the annual total compensation of our Chief Executive Officer to our median employee to be a number that can be compared to the ratio determined by other companies in any meaningful fashion. 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 NEOs and certain financial performance measures. We became a public reporting company in April 2024. Accordingly, our pay versus performance disclosure pursuant to the SEC’s rules includes two fiscal years of data. 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 and 2025.
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) | | 2025 | 17,071,124 | 17,965,301 | 10,440,812 | 21,983,762 | 167 | 125.49 | 191.5 | 505.0 | | 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 and 2025, the PEO was Jason Murray. For 2025, the Non-PEO NEOs were Mark Hancock, Derick Apt, Josh Jergensen, John Mitchell and Michelle Lewis. For 2024, the Non-PEO NEOs were Derick Apt, Josh Jergensen, John Mitchell and PJ Sanford. Although we voluntarily included Mark Hancock 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 for 2024.
PAY VERSUS PERFORMANCE TABLE
| Table of Contents | Pay Versus Performance |
PAY VERSUS PERFORMANCE TABLE
(2)For 2025, compensation actually paid (“CAP”) was determined by making the following adjustments to Summary Compensation Totals for equity awards:
PAY VERSUS PERFORMANCE TABLE
| | PEO ($) | AVERAGE OF NON-PEO NEOS ($) | | Reported Summary Compensation Table (“SCT”) Total | 17,071,124 | 10,440,812 | | Adjustments: | | | | Deduction of Amounts Reported in “Stock Awards” Column of the SCT(i) | (8,358,504) | (4,026,473) | | Year End Fair Value of Equity Awards Granted in the Reported Year that remain Unvested at Year End(ii) | 9,252,681 | 4,457,217 | | Fair Value at Vesting of Equity Awards Granted and Vested in the Reported Year(v) | — | — | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Remain Unvested at Year End(iii) | — | 13,665,033 | | Change in Fair Value Between Prior Year End and Vesting Date for Awards Granted in Prior that Vested in the Reported Year(iv) | — | (701,218) | | 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) | — | (1,851,609) | | Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation(vii) | — | — | | Compensation Actually Paid | 17,965,301 | 21,983,762 |
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 our 2025 Annual Report. In accordance with SEC rules, the table assumes $100 was invested at the market close on April 11, 2024, the date our common stock commenced regular-way trading on the New York Stock Exchange, through the end of each fiscal year shown. The companies included in our peer group (“Peer Group”) are as follows: The Ensign Group, Inc. (“ENSG”), Encompass Health Corporation (“EHC”), and Selected Medical Holdings Corporation (“SEM”). For the Peer Group, the Peer Group TSR includes the re-investment of dividends. (4)The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year. (5)See the section titled “Non-GAAP Financial Measures” in the Appendix for a definition of Adjusted EBITDA, a non-GAAP financial measure used for the purpose of the Management Bonus Program in effect for 2025, which is our Company-Selected Measure.
RELATIONSHIP BETWEEN CAP AND PERFORMANCE MEASURES
| Pay Versus Performance | Table of Contents |
RELATIONSHIP BETWEEN CAP AND PERFORMANCE MEASURES
| Table of Contents | Pay Versus Performance |
CLAWBACK POLICY RECOVERY ANALYSIS
| NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | TOTAL ($) | | Evelyn Dilsaver | 116,250 | 159,992 | 276,242 | | Jacqueline Millard | 121,250 | 159,992 | 281,242 | | Taylor Leavitt | 117,500 | 159,992 | 277,492 |
DIRECTOR COMPENSATION PROGRAM
DIRECTOR COMPENSATION PROGRAM Our board of directors have adopted and our stockholders have approved a compensation program for our non-employee directors (Director Compensation Program). 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
| Table of Contents | Director Compensation |
Stockholders Agreement
Stockholders Agreement On April 10, 2024, we entered into a stockholders agreement (Stockholders Agreement) with Messrs. Murray and Hancock. The Stockholders Agreement affirms the board designation rights granted to each of Messrs. Murray and Hancock pursuant to our Amended and Restated Charter, subject to certain limitations and exceptions. Pursuant to the terms of our Amended and Restated Charter and the Stockholders Agreement, we agree to include in our slate of director nominees certain individuals designated by each of Messrs. Murray and Hancock: •Mr. Murray has the right, but not the obligation, to designate (i) up to two individuals for inclusion in our slate of director nominees if he beneficially owns at least 20% of the aggregate number of shares of common stock outstanding immediately following the completion of our IPO or (ii) one individual for inclusion in our slate of director nominees if he beneficially owns less than 20% but at least 10% of the aggregate number of shares of common stock outstanding immediately following the completion of our IPO.
Stockholders Agreement
| Table of Contents | Certain Relationships and Related Person Transactions |
Stockholders Agreement
•Mr. Hancock has the right, but not the obligation, to designate (i) up to two individuals for inclusion in our slate of director nominees if he beneficially owns at least 20% of the aggregate number of shares of common stock outstanding immediately following the completion of our IPO or (ii) one individual for inclusion in our slate of director nominees if he beneficially owns less than 20% but at least 10% of the aggregate number of shares of common stock outstanding immediately following the completion of our IPO. Accordingly, Messrs. Murray and Hancock each have the right to designate two directors for nomination to our board of directors, and collectively have the right to designate four directors, which represents four out of our current six member board of directors. Subject to certain limitations, each of Messrs. Murray and Hancock also have the right to replace their respective designees and fill any vacancies created by reason of death, resignation, disqualification or removal of their respective designees. If the number of individuals that Messrs. Murray and Hancock have the right to designate is decreased because of a decrease in their respective ownership or upon termination of the Stockholders Agreement, then the corresponding designee (if such designee is serving on our board of directors) may remain on our board of directors through the end of his or her then current term; provided, that a director may resign at any time regardless of the period of time left in his or her then current term. Pursuant to the Stockholders Agreement, each of Messrs. Murray and Hancock also agree to vote, or cause to vote, all of their outstanding shares of our common stock at any annual or special meeting of stockholders in which directors are elected, so as to cause the election of their respective designees, in each case to the extent that each or any of Messrs. Murray and Hancock have exercised their right to designate individuals for nomination to the board of directors. The Stockholders Agreement terminates upon the earlier of (i) a change in control or (ii) written agreement of each of Messrs. Murray and Hancock. Following the termination of the Stockholders Agreement, the designation rights granted to each of Messrs. Murray and Hancock pursuant to our Amended and Restated Charter will no longer be exercisable.