Independent
Tenure on this board
2.1 yrs
Also a director at
Somnigroup International Inc (SGI)Healthequity Inc (HQY)Quidelortho Corp (QDEL)
6 nominees · 3 ballot items.
Elect two Class II directors (Evelyn Dilsaver and Mark Hancock); ratify Ernst & Young LLP as independent registered public accounting firm for 2026; and approve, on an advisory (non‑binding) basis, the 2025 compensation of the Company’s named executive officers (say‑on‑pay).
Elect Evelyn Dilsaver and Mark Hancock as Class II directors to serve until the 2029 Annual Meeting of Stockholders.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non‑binding) vote to approve the 2025 compensation of PACS Group, Inc.’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks stockholders to approve the Company’s 2025 named executive officer (NEO) compensation as disclosed in the proxy materials. Management seeks a non‑binding endorsement of its 2025 pay practices—which included substantial performance-based cash bonuses under an Adjusted EBITDA‑linked Management Bonus Program, large RSU grants (annual and one‑time retention awards), and one‑time discretionary cash awards—arguing these elements aligned executive incentives with business performance and stockholder interests. The Board emphasizes governance safeguards including a clawback policy that was applied in connection with a prior restatement and the recoupment of erroneously awarded bonuses, and ongoing oversight by an independent Compensation Committee with an external adviser. Contextually, the company experienced material compensation scrutiny related to a 2024 financial statement restatement that reduced certain earned bonuses; the Audit Committee’s investigation and subsequent clawback are salient to stockholder evaluation of management pay. From a risk and governance perspective, the pay program leans heavily toward at‑risk and equity compensation to encourage long‑term alignment and retention but also results in very high reported compensation levels for 2025 (notably for the CEO and other NEOs), which may concern some investors focused on pay quantum and pay‑for‑performance sensitivity. The advisory vote is non‑binding, but the Board and Compensation Committee state they will consider the outcome in future compensation decisions and investor engagement. For a sophisticated evaluator, the key tradeoffs are the demonstrated linkage of incentives to Adjusted EBITDA and quality metrics versus the magnitude and structure of equity grants and cash bonuses, the company’s controlled‑company governance features, and the implications of the prior restatement and clawback for compensation governance credibility. Recommendation rationale from the Board highlights retention, alignment, and that the compensation programs were effective incentives for achieving the Company’s goals; investors should weigh that rationale against pay levels, the company’s performance metrics, and the corrective actions already taken.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | COHEN STEERS, INC. | 5.8% | 9,123,136 | $293M |
| 2 | FMR LLC | 2.9% | 4,642,889 | $149M |
| 3 | Alyeska Investment Group, L.P. | 1.9% | 3,002,671 | $96M |
| 4 | Crewe Advisors LLC | 1.7% | 2,754,179 | $88M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.2% | 1,861,206 | $60M |
| 6 | AMERICAN CENTURY COMPANIES INC | 1.1% | 1,809,631 | $58M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 1.1% | 1,804,590 | $58M |
| 8 | BlackRock, Inc. | 1.0% | 1,612,750 | $52M |
| 9 | BlackRock, Inc. | 0.9% | 1,461,221 | $47M |
| 10 | AMERIPRISE FINANCIAL INC | 0.7% | 1,048,539 | $34M |
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