Healthcare Services Group (HCSG) Proxy filing summary

Executive summary

• Achieved over 7% year-over-year revenue growth in 2025, with the Campus division surpassing $100 million in revenue and strong free cash flow generation.

• Returned over $60 million to shareholders via share repurchases and maintained a robust balance sheet and ROIC profile.

• Strategic priorities include continued investment in organic growth, acquisitions, and opportunistic share repurchases, leveraging demographic tailwinds.

• Operational improvements included enhanced leadership development, standardized processes, and technology upgrades for quality assurance and accountability.

Voting matters and shareholder proposals

• Election of nine directors for one-year terms, with all but one nominee currently serving.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Grant Thornton LLP as independent auditor for 2026.

• Approval of an amendment to the 2020 Omnibus Incentive Plan to increase authorized shares by 2,500,000.

Board of directors and corporate governance

• Board consists of a majority of independent directors, with diverse expertise in healthcare, finance, law, and real estate.

• Committees include Audit, ESG, and Nominating, Compensation and Stock Option (NCSO), each with defined charters and independent membership.

• Board met four times in 2025, with high attendance and active committee engagement.

• Chairman of the Board is an independent director, enhancing governance and oversight.