Healthcare Services Group (HCSG) Proxy Filing summary

Executive summary

• Achieved strong operational performance and growth in 2024, with a focus on workforce resilience and adaptability amid industry challenges such as supply chain disruptions and labor market shifts.

• Investments in training, technology, and workforce development enhanced service quality and financial results.

• Over 500 new service agreements and 150+ facility ownership changes, maintaining over 90% customer retention.

• Continued share repurchases, totaling over $23 million since February 2023.

• Board and NCSO Committee maintained executive compensation framework unchanged for 2024, with incentive compensation tied to performance metrics.

Voting matters and shareholder proposals

• Shareholders to vote on electing nine directors, advisory approval of executive compensation (say-on-pay), and ratification of Grant Thornton LLP as independent auditor for 2025.

• Each share of common stock entitles the holder to one vote; no cumulative voting.

• Proposals require a majority of votes cast for approval, except director elections, which require a plurality.

Board of directors and corporate governance

• Board consists of nine directors, majority independent, with diverse backgrounds in healthcare, finance, real estate, and operations.

• Board committees include Audit, ESG, and Nominating, Compensation and Stock Option (NCSO), all chaired by independent directors.

• Annual board and committee self-evaluations conducted to assess effectiveness.

• Code of Ethics and Business Conduct and insider trading policy in place; annual ethics training required.