hcsg-20250414

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

A Letter to Shareholders

I am pleased to share an update on the progress and achievements of

Healthcare Services Group, Inc. over the past year. Reflecting on 2024, we

celebrate strong operational performance, continued growth, and, most

importantly, the dedicated people who make it all possible.

Since our founding, we built a reputation for excellence, driven by the passion

"Our success is built on

the strength of our

people. Their ability to

rise to challenge and

embrace innovative

solutions has been

pivotal in helping us not

only sustain, but improve

our operations and

establish the foundation

for significant future

growth."

and dedication of our people. This past year, our teams continued to

demonstrate resilience, adaptability, and a deep commitment to fulfilling our

Vision, ensuring we maintained exceptional service standards despite the

challenges posed by the industry. From navigating supply chain disruptions to

addressing shifts in the labor market and adapting to evolving regulations, our

workforce has remained steadfast in their commitment to our shared purpose

of serving communities and improving lives. We’ve seen our teams excel in

delivering the highest quality service, constantly striving for excellence in every

task, whether enhancing cleanliness, improving dining experiences, or

supporting the well-being of those we serve.

Operationally, we achieved significant efficiencies that bolstered both service

quality and financial performance. Key investments in training programs,

technology, and workforce development have enhanced our teams’

capabilities, ensuring they have the resources and skills to thrive in a constantly

evolving industry.

As we look ahead, we focus on empowering our people to drive HCSG’s

continued success. The increasing demand for long-term care services

presents new opportunities for growth, and our greatest advantage is the expertise and dedication of our

workforce. We remain committed to delivering sustainable growth and strong financial performance while

prioritizing the well-being of our teams and the communities we serve.

On behalf of the Board of Directors, thank you for your investment in Healthcare Services Group. We invite

you to attend our Annual Meeting of Shareholders, which will be held at 10:00 a.m. Eastern on Tuesday, May

27, 2025.

Ted Wahl

President & Chief Executive Officer

Healthcare Services Group, Inc.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Notice of Annual Meeting of Shareholders

We cordially invite you to attend the Annual Meeting of Shareholders to be held at 10:00 a.m. Eastern

time on Tuesday, May 27, 2025, at Courtyard Philadelphia Bensalem, 3280 Tillman Drive, Bensalem, PA

19020.

2025 Proposals


Proposal	Detail	Recommendation	Page
1	To elect nine directors to the Board of Directors	FOR	13

2	To consider an advisory vote on a non-binding resolution to approve the compensation of our named executive officers	FOR	28

3	To approve and ratify Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025	FOR	53

We will also take action upon any other business as may properly come before the 2025 Annual

Meeting and any adjournments or postponements of that meeting.

How to Vote

Only holders of record of our Common Stock, $0.01 par value (the “Common Stock”) at the close of

business on March 31, 2025 (the “Record Date”) are entitled to notice of and to vote at the Annual

Meeting. On the Record Date, there were issued and outstanding approximately 72,916,000 shares of our

Common Stock.

Each share of Common Stock entitles the holder thereof to one vote. We will provide this Notice, the

accompanying Proxy Statement, our 2024 Annual Report on Form 10-K and the form of proxy card, or the

Notice of Internet Availability of Proxy Materials, beginning on or about April 14, 2025.

Shareholders can submit their proxy vote online at www.proxyvote.com, by phone by calling 1 (800)

690-6903, by marking, signing, and dating your proxy card and returning in the postage-paid envelope

provided, or by attending the 2025 Meeting and voting in person.

The proxy statement and annual report to shareholders are available online at www.proxyvote.com..

Whether or not you expect to attend the Annual Meeting, shareholders can sign and promptly mail the

enclosed proxy in order that your shares may be voted for you. A return envelope is provided for your

convenience.

April 14, 2025

By Order of the Board of Directors,

Jason J. Bundick

EVP, General Counsel, Chief Compliance Officer & Corporate Secretary

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Attracting

Talent

with

Purpose

Our people are the heart of our mission. Every day, their dedication,

skills, and compassion define the care and service we provide. As we

celebrate nearly fifty years of excellence, we recognize that our

success is built on attracting, developing, and empowering

individuals committed to making a difference in the lives of residents

and their communities.

Strategic Talent Acquisition and Development

Bringing the right people into our organization is the first step in

creating meaningful service experiences. We actively seek individuals

who share our passion for care and service, using innovative

recruiting strategies to build a workforce that reflects the varied

communities we serve.

Nationwide Recruitment

Our innovative recruiting strategies

are designed to reach out to

passionate individuals from every

corner of the country. We believe

that different perspectives and

experiences enrich our

organization and drive creativity

and success. Through targeted

outreach initiatives, partnerships

with educational institutions, and

the use of advanced technology,

we ensure we attract individuals

who possess the necessary skills

and align with our core values. Our

recruitment efforts focus on

building relationships and

understanding the unique

motivations of candidates,

allowing us to identify those who

will thrive in our dynamic

environment.

Supportive Benefits and Career Pathways

We offer a comprehensive array of benefits to enhance and support the welfare and health of our

associates and their families and overall quality of life. Additionally, we provide clear career pathways

that empower employees to set and achieve their professional goals. This holistic approach ensures

stability and security and fosters a culture of growth and advancement, motivating our employees to

excel in their roles.

Fostering a Community of Engagement

At the heart of our organization is a steadfast commitment to cultivating an inclusive and supportive

workplace community where every team member feels valued and respected, fostering an

atmosphere that encourages open communication and collaboration. By implementing mentorship

programs, regular feedback sessions, and team-building activities, we empower our employees to

share their ideas and contribute meaningfully to the organization. This engagement ultimately

strengthens our workforce and enhancing our overall organizational effectiveness.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Professional growth is a continuous journey, and we are deeply

Investing

in Our

Future

Leaders

committed to guiding our employees every step of the way. We

provide a robust framework of structured programs, mentorship

opportunities, and continuing education to equip our teams with the

skills, knowledge, and confidence needed to excel and lead. Our

investment in our people is an investment in the future of our

organization and the quality of services we deliver.

Leadership Empowerment Apprenticeship Program (LEAP)

LEAP is a cornerstone of our leadership development strategy. This

intensive 12-month program is designed to cultivate essential

management skills within our dining and environmental services

departments. Through a blend of hands-on experience, targeted

training, and mentorship, LEAP participants develop the

competencies necessary to effectively lead teams and drive

operational excellence.

Read Cristian Alvarado’s story. From associate to LEAP

participant to managing his very own dining department.

District Manager Development Program

The District Manager (DM) Development Program underscores

HCSG's unwavering commitment to the professional advancement

of our District Managers, a pivotal role within our organizational

structure. This comprehensive program integrates Director-led

mentorship, instructor-led training, and interactive competency

demonstrations, providing a structured and supportive pathway for

career progression. Key learning objectives include leadership,

regulatory compliance, customer and resident experience, financial

performance, and systems implementation. Through thoughtfully

designed Learning Journeys, participants cultivate essential

leadership qualities and gain valuable insights into key organizational

systems, fostering confidence and readiness for their roles. The

program culminates in the DM Capstone Experience at our Bensalem

office, further enhancing leadership skills and facilitating valuable

networking opportunities with peers and departmental leaders. We

are dedicated to continuously refining and expanding this program

by collaborating with experienced DMs and industry experts to

develop additional content that further strengthens leadership

capabilities across our organization.

Certification & Continuing Education Opportunities

As an organization that has served the long-term care industry for

almost five decades, we continually invest in a state-of-the-art

learning management system and develop comprehensive training

programs, including microlearning modules, to support our dining,

environmental, and nutrition services clients. We also offer access to

learning resources that empower our employees to expand their

knowledge, acquire new skills, and pursue their professional goals, ultimately contributing to their

success and the success of HCSG.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Fostering a Supportive Culture

We firmly believe that when our employees feel genuinely valued and supported, they are not just enabled, but

empowered to perform their best work and contribute their unique talents to our shared mission. We are

proud of our workforce and are dedicated to building an organization that truly represents the communities

we serve. This shared mission with our workforce is the bedrock of our culture, driving innovation, fostering

creativity, and ensuring a wide range of perspectives are considered in all that we do.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Celebrating Excellence Through

Recognition Programs

Our robust recognition programs

spotlight outstanding service,

exceptional contributions, and

those who go beyond.

These programs not only provide

well-deserved recognition but

also play a significant role in

reinforcing our values, ensuring

that everyone in our organization

is aligned and committed to our

mission. We believe that

recognizing our employees'

efforts is crucial to maintaining a

positive and motivating work

environment.

Cultivating a Culture of Belonging

We strive to create a culture of belonging where every employee feels seen, heard, and valued. This

culture fosters teamwork, collaboration, and innovation at every level of our organization. Employees

who feel a strong sense of belonging are more likely to be engaged, motivated, and committed to our

shared goals. By fostering an inclusive environment, we empower our teams to bring their whole selves

to work, leading to greater creativity and better outcomes for our residents and communities.

Prioritizing Holistic Well-being Initiatives

The well-being of our employees is a top priority at HCSG. We offer a range of holistic well-being

initiatives designed to support our team members' mental, physical, and financial health. These

initiatives include programs that promote stress management, physical fitness, and financial literacy.

We recognize that a healthy and supported workforce is not just productive and engaged but also

cared for and valued. We are committed to providing the resources and support our employees need

to thrive personally and professionally.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Strengthening Communities

Through Service

Our roles extend beyond the walls of the healthcare facilities we serve. The dedication and care

provided by our teams have a profound and lasting effect on the broader community. Our employees

are not just service providers but an integral thread in the social fabric of each community, weaving

connections and fostering a sense of belonging. Their daily interactions with residents and families

create a ripple effect, enhancing the overall quality of life and well-being of the community.

Skilled professionals elevating the standard of care

Our commitment to continuous training ensures that our teams possess the expertise to deliver

accurate and quality service. This translates to enhanced resident satisfaction, improved health

outcomes, and a reputation for excellence that benefits the entire community.

Creating environments where residents feel truly at home

When our employees are empowered and engaged, they cultivate spaces of warmth, comfort, and

Heartfelt Connections that make meaningful differences

every day

Beyond the operational details, personal connections and

acts of kindness truly define our impact. We celebrate the

countless stories of employees who go the extra mile,

offering a listening ear, a helping hand, and a warm smile.

These moments of genuine connection strengthen the bonds

within our communities and leave a lasting impression on

residents and their families.

A Rose Blooms in Davison, MI: Kristi Vella's Story

One beautiful example of this commitment to compassion

comes from Kristi Vella, a Light Housekeeper in Davison, MI.

Kristi, an avid knitter, decided to use her talent to bring joy to

the residents of her community. She lovingly knitted individual

roses for each resident, a small gesture that spoke volumes

about her care and dedication. Kristi's story exemplifies how

our employees go beyond, transforming their roles into

opportunities to create moments that spark joy.

belonging. They transform facilities into vibrant communities where residents feel valued, respected,

and genuinely at home, leading to a richer quality of life for all.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Elevating Everyday Moments for Residents

The resident experience is composed of countless small moments

woven together. Every meal served, every meticulously cleaned

space, and every genuine conversation contributes to the daily life

of those we serve. We believe in going beyond the basic provision

of services. Our mission is to craft moments that truly matter and

bring joy, comfort, and a sense of belonging. We are dedicated to

transforming routine tasks into opportunities to enhance the

quality of life for our residents.

Culinary Delights and Social Connections

Meals are more than just nourishment and are

opportunities for celebration and connection. Our

themed dining experiences and special meal events

are designed to delight the senses, spark

conversations, and create a sense of community. From

festive holiday feasts to culturally diverse culinary

journeys, we ensure that dining is an enjoyable and

memorable part of each resident's day. We understand

the power of a shared meal to bring people together

and create lasting memories.

Ensuring Comfort, Cleanliness, and a Sense of Home

Our dedicated housekeeping teams play a crucial role

in enhancing the well-being of our residents to create

a comfortable, welcoming, and safe environment that

feels like home. Their attention to detail and friendly

and respectful demeanor contribute significantly to

our residents' happiness and satisfaction. A clean and

orderly space is essential for physical and mental well-

being, and our teams take pride in providing this vital

service.

Fostering Connection, Community, and Purpose in

the Workplace

We believe a strong sense of connection and

community enhances the employee experience. Our

engagement programs are designed to support and

inspire our teams, providing personal and professional

growth opportunities. From team-building activities

and leadership workshops to peer recognition

programs and career development initiatives, we

create an environment where employees feel valued,

supported, and empowered. These initiatives

strengthen teamwork, encourage collaboration, and

foster a culture where everyone can thrive.

Elevating

Everyday

Moments

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Directors, Officers & Corporate Governance

The Board of Directors recommends a vote "FOR" all nominees

Vote Required

Pursuant to Pennsylvania law, the Company has plurality voting in uncontested elections of directors.

Pursuant to Pennsylvania law, in an uncontested election of directors the affirmative vote of a plurality

of the shares of Common Stock entitled to vote and present in person or by proxy at the Annual

Meeting is required to elect a director.

Election of Directors. (Proposal No. 1)

At the Annual Meeting, nine directors of the Company are to be elected, each to hold office for a term of

one year. All nominees currently serve as Directors, with the exception of Thomas G. Whalen. Unless

authority is specifically withheld, management proxies will be voted FOR the election of the nominees

named in Directors, Officers & Corporate Governance below to serve as directors until the next annual

meeting of shareholders and until their successors have been chosen and qualified. Should any

nominee not be a candidate at the time of the Annual Meeting (a situation which is not now

anticipated), proxies will be voted in favor of the remaining nominees and may also be voted for

substitute nominees. If a quorum is present, the candidate or candidates receiving the highest number

of votes will be elected. Brokers that do not receive shareholder instructions are not entitled to vote for

the election of directors because an uncontested election is considered a “non-routine” matter. Hence,

shareholders who hold their shares through brokerage accounts and who would like to vote in favor of

the director nominees will need to instruct their brokerage firm to vote for the Company’s nominees.

Healthcare Services Group, Inc. Board of Directors

The Company operates within a comprehensive plan of corporate governance for the purpose of

defining responsibilities, setting high standards of professional and personal conduct and assuring

compliance with such responsibilities and standards. The Company regularly monitors developments in

the area of corporate governance. These include corporate governance standards and disclosure

requirements resulting from the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”). In addition, the Nasdaq

Stock Market LLC (“Nasdaq”) also has corporate governance and listing requirements. Our corporate

governance policies are available on our website at investor.hcsgcorp.com/governance.

The business of the Company is managed under the direction of its Board of Directors (the "Board"). The

Board meets on a regularly scheduled basis during the Company’s fiscal year to review significant

developments affecting the Company and to act on matters requiring Board approval. It also holds

special meetings when an important matter requires Board action between scheduled meetings and

also acts by unanimous written consent when necessary and appropriate. The Board met four times

during the fiscal year ended December 31, 2024 and took one action by unanimous written consent.

During 2024, each member of the Board attended or participated in 75% or more of the aggregate of (i)

the total number of meetings of the Board held during 2024, and (ii) the total number of meetings held

by each committee of the Board on which such member served during 2024. We do not have a policy

with regard to attendance by directors at annual meetings of shareholders. Three directors attended

the 2024 Annual Meeting of Shareholders.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Directors, Officers & Corporate Governance

DIANE S. CASEY | Age: 71 | Director Since: 2011

Ms. Casey is a retired Clinical Nursing Coordinator (CNC) of Endoscopy at Huntingdon

Valley Surgery Center, an AAAHC accredited healthcare facility, where Ms. Casey

worked for more than five years before her retirement in 2018. Previously, Ms. Casey

was employed at Holy Redeemer Health Systems in various surgical nursing and

management positions.

Committees: Chairwoman of the Nominating, Compensation and Stock Option

Committee (“NCSO Committee”)

Skills, Experience, & Qualifications: Industry, Operational

DANIELA CASTAGNINO | Age:50 | Director Since: 2018

Ms. Castagnino has been an Information Specialist at United Spinal Association, a

national 501(c)(3) non-profit membership organization dedicated to enhancing the

quality of life of all people living with spinal cord injuries and disorders (SCI/D), for

more than the past ten years. Previously, Ms. Castagnino was an international

consultant for Lazos Profesionales Asociación Civil and the Inter-American

Development Bank.

Committees: Environmental, Social & Governance Committee (“ESG Committee”)

Skills, Experience, & Qualifications: Industry, Operational

LAURA GRANT | Age: 45 | Director Since: 2020

Ms. Grant has been the Managing Partner and President of Chatham Financial since

2022. Ms. Grant also serves as a board member of Chatham Financial. Ms. Grant’s

previous roles at Chatham Financial include Chief Operating Officer, Managing

Director in the Global Real Estate practice and co-head of Chatham’s European

business from 2017 to 2022. Ms. Grant has concentrated on risk management

strategies for Real Estate Investment Trusts (REITs), specializing in interest rate and

foreign currency hedging. Prior to joining Chatham, Ms. Grant worked at Booz Allen

Hamilton in the Capital Asset Management group.

Committees: Audit Committee

Skills, Experience, & Qualifications: Operational, Executive, Financial, Real Estate

JOHN J. MCFADDEN | Age: 63 | Director Since: 2012

Since 2008, Mr. McFadden has been the Principal of Global Circulation Services, a

provider of marketing and advertising services to media and publishing companies.

He previously worked at McGraw-Hill Companies (the parent company of Standard

and Poor's), where he held management positions within their global circulation,

sales, and outsourcing services departments for approximately 15 years.

Committees: NCSO Committee

Skills, Experience, & Qualifications: Operational, Executive

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Directors, Officers & Corporate Governance

DINO D. OTTAVIANO | Age: 77 | Director Since: 2007

Mr. Ottaviano is a retired Principal of D20 Marketing, Inc., a provider of internet

productivity tools founded in 2006. Previously, Mr. Ottaviano was employed for over

20 years with Transcontinental Direct (successor to Communication Concepts,

Inc.), a publicly held outsourcing printer, retiring in 2022 as Vice President of

Business Development.

Committees: Audit Committee

Skills, Experience, & Qualifications: Operational, Executive, Financial

KURT SIMMONS, JR., CPA | Age: 43 | Director Since: 2021

Mr. Simmons, Jr. has been an audit partner at WithumSmith+Brown, PC since 2021.

Prior to that, he was a partner at Citrin Cooperman & Company LLP from 2017 to

2021. His expertise includes audit and consulting services related to Sarbanes-Oxley

404, technical accounting, and due diligence for domestic and international

clients. He is a former member of the National Association of Black Accountants,

has served on the New Jersey Technology Advisory Council board, and is currently

a member of the Association for Corporate Growth.

Committees: Audit Committee Chairman, ESG Committee

Skills, Experience, & Qualifications: Executive, Financial

JUDE VISCONTO | Age: 51 | Director Since: 2015

Mr. Visconto has been the principal of American Property Holdings, a real estate

investment firm focused on acquiring, developing, and managing multi-family/

senior housing and commercial assets for more than five years. Mr. Visconto is an

active member of the real estate community and participates in various industry-

related associations, including The American Senior Housing Association, The

Association of the National Investment Center for Senior Housing and Care, and

The National Association of Realtors.

Committees: Board Chairman, ESG Committee Chairman

Skills, Experience, & Qualifications: Industry, Operational, Financial, Real Estate

THEODORE WAHL | Age: 51 | Director Since: 2011

Mr. Wahl has been the President and Chief Executive Officer of the Company since

May 2015. Mr. Wahl joined the Company in 2004. Prior to his appointment to

President and Chief Executive Officer, Mr. Wahl served as President and Chief

Operating Officer, Executive Vice President & Chief Operating Officer, Vice President

of Finance, Regional Manager, Regional Sales Director, District Manager and Facility

Manager. Prior to joining the Company, Mr. Wahl was a Senior Manager with EY’s

Transaction Advisory Group.

Committees: None

Skills, Experience, & Qualifications: Industry, Operational, Executive, Financial

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Directors, Officers & Corporate Governance

THOMAS G. WHALEN | Age: 51 | Director Since: N/A

Mr. Whalen has been a Senior Managing Director and Co-head of the Financial

Restructuring Group at Griffin Financial since 2012. Griffin Financial Group, part of an

affiliated group of multidisciplinary professional services firms collectively known as

The Stevens & Lee Companies, serve clients across several industries including

Healthcare and Real Estate. Mr. Whalen's transactional expertise includes, among

other things, M&A advisory, complex restructurings and recapitalizations, refinancing

and capital raises. Mr. Whalen has also practiced as a bankruptcy lawyer at Stevens

& Lee since 2000, where he has provided clients with important insights into the

interplay of law and commercial finance. Tom is a member of the American Bar

Association, the American Bankruptcy Institute and the Turnaround Management

Association.

Committees: None

Skills, Experience, & Qualifications: Industry, Executive, Financial, Real Estate

Individual Board Skills Matrix

The diverse skills and experiences of our directors equip the Board to effectively advance shareholder

interests. Although the NCSO Committee has not set specific minimum qualifications for directors, it

evaluates various criteria for their suitability. Our directors are expected to uphold the highest

professional and personal ethics, demonstrate a commitment to enhancing shareholder value, and

possess the time and insight necessary for their roles. The matrix below highlights the individual

strengths each nominee brings to the Board, but the absence of an “X” does not imply a lack of

contribution in that area.


Board Member	Industry	Operational	Executive	Financial	Real Estate	Independent
Casey	X	X				X
Castagnino	X	X				X
Grant		X	X	X	X	X
McFadden		X	X			X
Ottaviano		X	X	X		X
Simmons			X	X		X
Visconto	X	X		X	X	X
Wahl	X	X	X	X
Whalen	X		X	X	X	X

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Directors, Officers & Corporate Governance

•Mr. Wahl, Ms. Casey and Ms. Castagnino have extensive experience in the healthcare services

industry. Their operational experience, in addition to Mr. Wahl’s financial expertise, enables them to

provide guidance with respect to our operations. Also, since Ms. Casey and Ms. Castagnino have not

been employees of the Company and have served their careers in patient care and advocacy,

respectively, we believe they bring a patient care perspective to the Company. For instance, Ms.

Casey and Ms. Castagnino may provide a deeper understanding of the impact new developments

related to the healthcare services industry have on patient-related issues which they can bring

forward to the attention of Company management as appropriate. Also, they each have a keen

understanding of the positive impact that our services can have on the vulnerable population that

we serve. Additionally, Ms. Castagnino’s experience with non-governmental and not-for-profit

institutions provides valuable insight into a customer segment that supports the Company’s growth

strategy.

•Mr. Visconto and Ms. Grant have real estate experience as a Principal of American Property Holdings

and President of Chatham Financial, respectively. Mr. Visconto has specific experience in the

acquisition, development and management of multi-family, senior housing and commercial assets.

Mr. Visconto also has extensive experience with licensed operators, management companies and

property owners, all of which align with our customer base. Among other qualifications, Ms. Grant

has extensive experience with risk management strategies specific to REITs and the REITs industry as

well as financial expertise in the areas of capital and asset management.

•Mr. Simmons, Jr.'s experience as a certified public accountant provides him with extensive financial

and accounting expertise obtained from over twenty years in public accounting. Mr. Simmons, Jr.

qualifies as an audit committee financial expert under SEC guidelines, and he brings executive

experience to the Board as he serves as a partner at a PCAOB registered accounting firm.

•Mr. McFadden has sales and marketing experience both as a Principal of his consulting company

and through his experience at the McGraw Hill Companies that provide him with an understanding

of a large public company’s operations as well as the compliance obligations of a public company.

Mr. Ottaviano, through his experience as a top-level marketing and operations executive for many

years for two different companies, one of which was a public company, has a comprehensive

understanding of business operations, including business development, and the compliance

obligations of public companies.

•Mr. Whalen has extensive experience managing legal matters in the healthcare industry across a

number of disciplines as part of his tenure with Griffin Financial Group. Mr. Whalen has specific

experience assisting companies with reorganizations and restructurings which have occurred and

may continue to occur within the healthcare industry. Mr. Whalen additionally has executive

experience through his role as a Managing Director and previously led the Real Estate Groups at

Griffin.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Directors, Officers & Corporate Governance

Director Independence

In accordance with the listing requirements of Nasdaq, a majority of the current members of the

Company’s Board and the Company's nominees to the Board are independent, namely: Diane S. Casey,

Daniela Castagnino, Laura Grant, John J. McFadden, Dino D. Ottaviano, Kurt Simmons, Jr., Jude Visconto

and Thomas G. Whalen. Accordingly, if the Board Nominees are elected, a majority of the members of

the Company’s Board will continue to be independent.

Mr. Whalen is a member of Griffin Financial Group, a member of The Stevens & Lee Companies, which

has been retained by the Company during the last fiscal year. Fees charged to the Company by Griffin

Financial Group and The Stevens & Lee Companies for services provided during the fiscal year ended

December 31, 2024 were $1,964,839. Additionally, the fees paid by the Company did not exceed 5% of

such firm’s total revenues. Accordingly, Mr. Whalen is an independent director as such term is defined

by Rule 5605(a)(2) of the NASDAQ listing standards.

Board Committees

The Board has established an Audit Committee, an ESG Committee and an NCSO Committee to devote

attention to specific subjects and to assist in the discharge of its responsibilities. The Board’s practice is

to limit membership of each of its committees to independent directors and to designate any director

who has been employed by the Company within the past 5 years as non-independent for this purpose.

The Board has also adopted a written charter for each of the Audit Committee, ESG Committee and the

NCSO Committee. Each written charter is available on our website at https://investor.hcsgcorp.com/

governance. The functions of those committees, their current members and the number of meetings

held during 2024 are described below:

Audit Committee

The primary responsibilities of the Audit Committee, as described in the Amended and Restated Audit

Committee Charter include:

•appointment, compensation and oversight of the Company’s Independent Registered Public

Accounting Firm, who report directly to the Audit Committee, including (i) prior review of the

Independent Registered Public Accounting Firm’s plan for the annual audit, (ii) pre-approval of

both audit and non-audit services to be provided by the Independent Registered Public

Accounting Firm and (iii) annual assessment of the qualifications, performance and

independence of the Independent Registered Public Accounting Firm;

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Directors, Officers & Corporate Governance

•overseeing and monitoring the Company’s accounting and financial reporting processes and

internal control system, audits of the Company’s financial statements and the quality and

integrity of the financial reports and other financial information issued by the Company;

•providing an open avenue of communication among the Independent Registered Public

Accounting Firm and financial and other senior management and the Board;

•reviewing with management and, where applicable, the Independent Registered Public

Accounting Firm, prior to release, required annual, quarterly and interim filings by the Company

with the SEC and the type and presentation of information to be included in earnings press

releases;

•reviewing material issues, and any analysis by management or the Independent Registered

Public Accounting Firm, concerning accounting principles, financial statement presentation,

certain risk management issues, such as the adequacy of the Company’s internal controls and

significant financial reporting issues and judgments and the effect of regulatory and

accounting initiatives on the Company’s financial statements;

•reviewing with the Company’s legal counsel any legal matters that could have a significant

effect on the Company’s financial statements, compliance with applicable laws and

regulations and inquiries from regulators or other governmental agencies;

•reviewing and approving all related party transactions between the Company and any director,

executive officer, other employee or family member;

•reviewing and overseeing compliance with the Company’s Code of Ethics and Business

Conduct;

•establishing procedures regarding the receipt, retention and treatment of, and the anonymous

submission by employees of the Company of, complaints regarding the Company’s

accounting, internal controls or auditing matters; and

•reporting Audit Committee activities to the full Board and issuing annual reports to be included

in the Company’s Proxy Statement.

If elected, each of Ms. Grant and Messrs. Ottaviano and Simmons, Jr. are independent directors as such

term is defined by Rule 5605(a)(2) of the Nasdaq listing standards and Rule 10A-3 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Simmons, Jr. has been designated as an

“audit committee financial expert” and he satisfies the attributes required of an audit committee

financial expert pursuant to Section 407 of Sarbanes-Oxley.

The Audit Committee met five times during fiscal year 2024. The report of the Audit Committee for the

fiscal year ended December 31, 2024 is included herein under “Audit Committee Report” below.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Directors, Officers & Corporate Governance

Environmental, Social & Governance Committee

The ESG Committee assists the Board by:

•overseeing and monitoring the Company’s enterprise-wide approach to environmental issues,

social responsibility and governance considerations;

•reviewing, evaluating and providing guidance to management with respect to social,

employment, governance, diversity and inclusion, environmental and other matters of interest

to the Company and its stakeholders;

•monitoring the Company’s progress towards achieving sustainability goals and objectives; and

•providing guidance on business conduct, ethics and other Code of Ethics and Business Conduct

matters as the same relate to the subject matter being overseen by the ESG Committee.

If elected, each of Ms. Castagnino and Messrs. Simmons, Jr. and Visconto are independent directors as

such term is defined by Rule 5605(a)(2) of the Nasdaq listing standards. The ESG Committee met four

times during fiscal year 2024.

Nominating, Compensation and Stock Option Committee

The NCSO Committee assists the Board by:

•developing and recommending to the Board a set of effective corporate governance policies

and procedures applicable to the Company;

•identifying, reviewing and evaluating individuals qualified to become Board members and

recommending that the Board select director nominees for each annual meeting of the

Company’s shareholders;

•discharging the Board’s responsibilities relating to the compensation of Company executives;

and

•administering the Company’s equity-based compensation plans.

The NCSO Committee has identified certain qualifications it believes an individual should possess

before it recommends such person as a nominee for election to the Board. The NCSO Committee

believes that nominees for Director should possess the highest personal and professional ethics,

integrity, values and judgment and be committed to representing the long-term interests of the

Company’s shareholders. While the NCSO Committee does not have a formal policy with respect to

considering diversity in identifying nominees for directors, the NCSO Committee believes that diversity

is an important factor in assessing potential board members along with the particular qualifications

and experience required to meet the needs of the Board. Furthermore, as part of the NCSO

Committee’s review of board composition, the NCSO Committee considers diversity of experience and

background in an effort to foster a strong and effective board. The NCSO Committee seeks to ensure

that the composition of the Board at all times adheres to the independence requirements of the

Nasdaq listing standards and reflects a range of talents, skills, and expertise, particularly in the areas of

management, leadership, and experience in the Company’s and related industries, sufficient to

provide sound and prudent guidance with respect to the operations and interests of the Company.

Although the NCSO Committee has not established a formal process for identifying and evaluating

nominees for Director, the NCSO Committee uses multiple sources for identifying and evaluating

nominees for Director, including referrals from current Directors and shareholders.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Directors, Officers & Corporate Governance

The NCSO Committee has not adopted a policy or process by which shareholders may make

recommendations to the NCSO Committee of candidates to be considered by this NCSO Committee

for nomination for election as Directors. The NCSO Committee has determined that it is not appropriate

to have such a policy because such recommendations may be informally submitted to and

considered by the NCSO Committee under its Charter. Shareholders may make such

recommendations by giving written notice to Healthcare Services Group, Inc., 3220 Tillman Drive, Suite

300, Bensalem, PA 19020, Attention: Corporate Secretary either by personal delivery or by United States

mail.

The report of the NCSO Committee regarding executive compensation for the fiscal year ended

December 31, 2024 is included herein under the “Nominating, Compensation and Stock Option

Committee Report” below. If elected, each of Ms. Casey and Mr. McFadden are independent directors

as such term is defined by Rule 5605(a)(2) of the Nasdaq listing standards. The NCSO Committee met

one time during fiscal year 2024 and also acts by unanimous written consent when necessary and

appropriate.

Board Leadership

Jude Visconto was appointed Chairman of the Board of Directors in 2017 and has served as an

independent director since 2015. The Board believes that Mr. Visconto’s financial background and

management experience are qualifications for the role of Chairman of the Board. In addition, Mr.

Visconto’s operational experience brings additional perspective to the Board as the Company grows

and provides continued operational excellence.

If Mr. Visconto is re-elected to the Board, it is the intention of the Board that he continue to serve as

Chairman of the Board. As Chairman of the Board, Mr. Visconto’s duties include: (i) approving agendas,

schedules and supporting information provided to the Board; (ii) ensuring the Board has full, timely and

relevant information to support its decision-making requirements; (iii) performing the duties of the

Chairman at Board meetings; (iv) consulting on the effectiveness of Board committees; (v) at his sole

discretion, when necessary and appropriate, calling meetings of the Board’s non-employee directors;

(vi) consulting as to the timeliness of the flow of information from the Company that is necessary for

the directors to effectively perform their duties; (vii) serving as principal liaison between the non-

employee, independent directors and the President and Chief Executive Officer; (viii) if requested by

shareholders, being available for consultation and direct communication; and (ix) other duties

requested by the Board. In addition, Mr. Visconto presides at executive sessions of the Board without

the presence of management. We believe that including an independent chairman in our Board

structure enhances the effectiveness of our Board. This structure strengthens our corporate

governance by promoting active engagement, objectivity, independence and oversight of

management.

Kurt Simmons, Jr. was appointed Chairman of the Audit Committee in 2022 and has served as an

independent director since 2021. In the absence of the Chairman of the Board, the Chairman of the

Audit Committee will assume the interim responsibilities of the Chairman of the Board.

Directors' Fees

The Company pays each non-employee director a quarterly retainer. The Chairman of the Board and

Chairman of the Audit Committee each receive a quarterly retainer of $15,000. Non-chair members of

the Audit Committee receive a quarterly retainer of $7,500. Members of the NCSO Committee receive a

quarterly retainer of $3,750. Directors who do not sit on either of these committees receive a quarterly

retainer of $2,500. In addition to these director fees our directors also receive equity awards in the form

of Deferred Stock Units (“DSUs”). Each DSU award vests in one year from the grant date.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Directors, Officers & Corporate Governance

Once vested, the recipient shall be entitled to receive a lump sum payment of a number of shares

equal to the total number of DSUs issued to such recipient upon the first to occur of (i) the five year

anniversary of the date of grant, (ii) the recipient’s death, disability or separation of service from the

Board, or (iii) a change of control (as defined by the 2020 Amended Omnibus Incentive Plan (the "2020

Plan")).

Directors may elect to receive their retainers in the form of fully vested DSUs with a grant date fair

value equivalent to their respective quarterly payment in lieu of cash. The number of DSUs granted to

these directors is determined based on the stock price on the award date and approximates the cash

value the directors would otherwise receive for their retainer. During 2023, Ms. Grant and Messrs. Frome

and Simmons Jr. made the election to receive their 2024 Board of Directors retainer in the form of DSUs.

Ms. Grant and Mr. Frome additionally elected to receive their shares 90 days following their separation

of service from the Board.

Directors’ Compensation

A director who is also an employee is not separately compensation for their service as a director. Our

non-employee directors received the following aggregate amounts of compensation for the year

ended December 31, 2024:


Name	Fees Earned or Paid in Cash	Deferred Stock Unit Awards 1	Total
Diane S. Casey2	$15,000	$40,001	$55,001
Daniela Castagnino3	$10,000	$40,001	$50,001
Robert L. Frome4	$—	$50,029	$50,029
Laura Grant 5	$—	$70,015	$70,015
John J. McFadden6	$15,000	$40,001	$55,001
Dino D. Ottaviano7	$30,000	$40,001	$70,001
Kurt Simmons, Jr.8	$—	$100,007	$100,007
Jude Visconto9	$60,000	$40,001	$100,001

1.The amounts in this column do not reflect compensation actually received by the Director, nor do they reflect the actual

value that will be recognized by the Director. Instead, the amounts represent the expense to be recognized for financial

statement reporting purposes with respect to the grant date fair value of the 2024 DSU awards made to each Director. In

accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, the fair

value of the awards was estimated using the share price on the date of grant.

2.Ms. Casey had vested options to purchase 26,004 shares of Common Stock as of December 31, 2024.

3.Ms. Castagnino had vested options to purchase 9,002 shares of Common Stock as of December 31, 2024.

4.Mr. Frome had vested options to purchase 29,006 shares of Common Stock as of December 31, 2024.

5.Ms. Grant had vested options to purchase 4,001 shares of Common Stock as of December 31, 2024.

6.Mr. McFadden had vested options to purchase 29,006 shares of Common Stock as of December 31, 2024.

7.Mr. Ottaviano had vested options to purchase 29,006 shares of Common Stock as of December 31, 2024.

8.Mr. Simmons, Jr. had no vested options as of December 31, 2024.

9.Mr. Visconto had vested options to purchase 24,005 shares of Common Stock as of December 31, 2024.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Directors, Officers & Corporate Governance

Annual Evaluation

Our Board conducts an annual evaluation in order to determine whether it and its committees are

functioning effectively. As part of this annual self-evaluation, the Board evaluates whether the current

leadership structure continues to be optimal for the Company and our shareholders.

Code of Ethics and Business Conduct and Insider Trading Policy

We have adopted a Code of Ethics and Business Conduct for directors, officers and employees of the

Company. Our Code of Ethics and Business Conduct is intended to ensure compliance with all laws

and regulations affecting our ability to provide quality services to our clients and abiding by principles

of integrity, honor and concern for others. It is intended to promote honest and ethical conduct and full

and accurate reporting of compliance matters. Our Code of Ethics and Business Conduct covers topics

including health and safety, conflicts of interest, inappropriate workplace behavior, use of customer

property and others. All company personnel are required to complete annual ethics and compliance

training. A copy of the Code of Ethics and Business Conduct is posted on our website at www.hcsg.com.

In addition, we have an insider trading policy governing the purchase, sale and other dispositions of

our securities (the “Insider Trading Policy”) that applies to all of the Company’s directors, officers,

employees and other covered persons identified within the Insider Trading Policy. We believe that the

Insider Trading Policy is reasonably designed to promote compliance with applicable U.S. federal

securities laws, rules and regulations, as well as Nasdaq listing standards applicable to the Company,

relating to insider trading.

Board's Role in Risk Oversight

Our Board is responsible for overseeing the Company’s risk management process. The Board focuses

on the Company’s general risk management strategy, including the most significant risks facing the

Company, and ensures that appropriate risk mitigation strategies are implemented by management.

The Board monitors particular risk management matters in connection with its general oversight and

approval of corporate matters. In addition, the Company maintains an Ethics and Compliance Hotline

accessible to all employees and an Incident Management Policy that requires that any reports or

allegations related to (i) accounting, internal accounting controls or auditing matters, (ii) questionable

accounting or auditing matters, (iii) fraud, and (iv) violations of the Company’s Code of Ethics and

Business Conduct be thoroughly investigated (with consultation with the Audit Committee, as

appropriate), and that the Chief Compliance Officer provide reporting of compliance activity to the

Audit Committee on a quarterly basis.

The Board delegates to the Audit Committee oversight of certain aspects of the Company’s risk

management process. Among its duties, the Audit Committee oversees the Company’s compliance

with legal and regulatory requirements, the internal audit function, the cybersecurity risk program, and

the system of disclosure controls and system of internal financial, accounting and legal compliance

controls. The Board receives a quarterly update from the Audit Committee, which includes a review of

items addressed during prior quarters. Our NCSO and ESG Committees also consider and address risk

as they perform their committee responsibilities. All committees report to the full Board as appropriate,

including when a matter rises to the level of a material risk.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Directors, Officers & Corporate Governance

The Company’s management is responsible for day-to-day risk management under the direction of

Jason J. Bundick, the Company’s Executive Vice President, Chief Compliance Officer, General Counsel

and Secretary. Mr. Bundick provides quarterly reports regarding the Company’s enterprise risk

management process and relevant legal and regulatory compliance issues to the Board of Directors.

This oversight includes identifying, evaluating and addressing potential risks that may exist at the

enterprise, strategic, financial, operational, environmental, social and governance, compliance and

reporting levels. The Company conducts an annual review of the Company’s disclosure controls and

procedures, code of ethics and billing and sales compliance. To the extent deemed necessary, the

Company revises such procedures and policies. We believe the division of risk management

responsibilities described above is an effective approach for addressing the risks facing the Company

and that our Board leadership structure supports this approach.

Cybersecurity

The Audit Committee oversees the Company's cybersecurity risk mitigation efforts, and management

is responsible for implementing the cybersecurity risk prevention program. The program includes

ongoing employee education and procedures for cybersecurity incident prevention, detection and

response. The Audit Committee reports to the full Board as appropriate, including when a matter rises

to the level of a material risk. The Company retains a third-party consulting firm specializing in

cybersecurity which assesses the Company's cyber-related risk exposure and provides

recommendations for management to mitigate against such risks. Management provides quarterly

updates on cybersecurity matters to the Audit Committee. Despite these efforts, we have experienced

a cybersecurity incident in the past, are at risk in the future of suffering data breaches and system

disruptions, and we cannot provide any assurances that such events and impacts will not be material

in the future. For more information on the Company's risks and risk mitigation efforts regarding

cybersecurity refer to Item 1A and Item 1C in the Company's Annual Report on Form 10-K for the year

ended December 31, 2024 filed with the SEC.

Communications from Shareholders

The Board has established a process for shareholders to send communications to the Board.

Shareholders may send communications to the Board generally or to a specific director at any time by

writing to: Healthcare Services Group, Inc., 3220 Tillman Drive, Suite 300, Bensalem, PA 19020, Attention:

Corporate Secretary. The Company reviews all messages received and forwards any message that

reasonably appears to be a communication from a shareholder about a matter of shareholder

interest that is intended for communication to the Board. Communications are sent as soon as

practicable to the director to whom they are addressed, or if addressed to the Board generally, to the

chairwoman of the NCSO Committee. Because other appropriate avenues of communication exist for

matters that are not of shareholder interest, such as general business complaints or employee

grievances, communications that do not relate to matters of shareholder interest are not forwarded to

the Board.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Directors, Officers & Corporate Governance

Non-Director Executive Officers

Our non-director executive officers for the 2024 fiscal year are listed below. For biographical information

relating to Mr. Wahl, please refer to the Company’s Board nominees section of this Proxy Statement.

ANDREW M. BROPHY, CPA | Senior Vice President, Controller & Chief Accounting

Officer | Age: 35

Mr. Brophy has served in his current role since August 2024. Mr. Brophy had

previously served as the Company’s VP, Principal Accounting Officer & Controller

from November 2021 to July 2024, Acting Principal Accounting Officer since

February 2021, Director of Accounting since November 2020 and SEC Reporting

Manager since January 2018. Prior to joining the Company, Mr. Brophy was a Senior

Consultant with Centri Business Consulting.

JASON J. BUNDICK, ESQ. | Executive Vice President, Chief Compliance Officer,

General Counsel & Secretary | Age: 48

Mr. Bundick has served in his current role since December 2013. Mr. Bundick joined

the Company in 2012 as Corporate Counsel. Prior to joining the Company, Mr.

Bundick was an attorney with the law firm of Drinker Biddle & Reath LLP for more

than five years.

ANDREW W. KUSH | Executive Vice President & Chief Operating Officer | Age: 47

Mr. Kush has served in his current role since February 2020. Mr. Kush had previously

served as Executive Vice President and Chief Administrative Officer since June 2017,

and as Senior Vice President of Human Resources & Risk Management from 2013 to

2017. Mr. Kush joined the Company in 2010 as the Vice President of Human Resources.

Prior to joining the Company, Mr. Kush was a Vice President of Risk Management with

PNC Financial Services Group, Inc.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Directors, Officers & Corporate Governance

PATRICK J. ORR, ESQ. | Executive Vice President & Chief Revenue Officer | Age: 50

Mr. Orr has served in his current role since January 2021. Mr. Orr joined the Company

in 2014 as Senior Vice President of Financial Services. Prior to joining the Company,

Mr. Orr was a partner at the law firm of Klestadt & Winters, LLP.

JOHN C. SHEA, CPA, MBA | Executive Vice President & Chief Administrative Officer |

Age: 53

Mr. Shea has served in his current role since September 2021. Mr. Shea had

previously served as Chief Financial Officer, Secretary, Vice President of Finance,

and Chief Accounting Officer. Mr. Shea joined the Company in 2009 as the Director

of Regulatory Reporting. Prior to joining the Company, Mr. Shea was a Senior

Manager with Ernst & Young’s Transaction Advisory Services.

VIKAS SINGH, MBA | Executive Vice President & Chief Financial Officer | Age: 48

Mr. Singh has served in his current role since September 2024. Prior to joining the

Company, Mr. Singh was a Managing Director of Leveraged Finance & Capital

Markets at Bank of America Securities for more than five years. Prior to that Mr. Singh

worked in the Financial Sponsors Group at Credit Suisse and in the Asia-Pacific

Credit Card Group at Citibank. Mr. Singh began his career with GSK's Consumer

Healthcare Division and held roles in Sales Management and as National Brand

Manager within the marketing organization.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Executive Compensation

Advisory Vote on Executive Compensation. (Proposal No. 2)

The Board of Directors recognizes the significant interest of shareholders in executive compensation

matters. Pursuant to amendments to Section 14A of the Exchange Act and the shareholder vote on the

frequency of the advisory vote on executive compensation at our 2024 Annual Meeting of

Shareholders, we are providing our shareholders with an annual opportunity to cast an advisory vote

(commonly referred to as “say-on-pay”) to approve the compensation of our Named Executive

Officers.

We are asking our shareholders to provide advisory approval of the compensation of our Named

Executive Officers (which consist of our President and Chief Executive Officer, Chief Financial Officer,

and our other three highest paid executive officers in 2024), as such compensation is disclosed in the

Compensation Discussion and Analysis, compensation tables and narrative discussion set forth below

in this Proxy Statement. Our executive compensation programs are designed to enable us to attract,

motivate and retain executive talent, who are critical to our success. Our compensation philosophy

and framework have resulted in compensation for our President and Chief Executive Officer and

Executive Vice Presidents of the Company that is tied to the Company’s financial results and the other

performance factors described in the section of this Proxy Statement entitled Compensation

Discussion and Analysis below. These programs focus on rewarding the types of performance that

increase shareholder value, link executive compensation to the Company’s long-term strategic

objectives and align interests of the President and Chief Executive Officer and Executive Vice Presidents

of the Company with those of our shareholders. The Company believes that its executive

compensation programs, which emphasize long-term equity awards and variable compensation,

satisfy these goals. A substantial portion of the total compensation paid to the President and Chief

Executive Officer and Executive Vice Presidents of the Company is intended to be variable and

delivered on a pay-for-performance basis. The Company believes that the compensation paid to the

NEO who is not an Executive Vice President is appropriate based on the scope of his responsibilities and

takes into account competitive market compensation paid by companies in our industry.

Our Board of Directors believes that the information provided above and within the “Executive

Compensation” section of this Proxy Statement demonstrates that our executive compensation

program was designed appropriately and is working to ensure that management’s interests are

aligned with our shareholders’ interests and support long-term value creation.

The Board of Directors recommend a vote “FOR” the adoption of the following non-binding

resolution:

RESOLVED, that the shareholders of the Company approve, on an advisory basis, the compensation of

the Company’s Named Executive Officers, as disclosed in the Compensation Discussion and Analysis,

compensation tables and narrative discussion set forth in this Proxy Statement.

This say-on-pay vote is advisory, and therefore not binding on the Company, the NCSO Committee or

our Board of Directors.

Vote Required

Approval of Proposal No. 2 requires the affirmative vote of the holders of a majority of the votes cast at

the Annual Meeting in person or by proxy and entitled to vote at the Annual Meeting. Abstentions and

broker non-votes, will not have the same legal effect as an “against” vote and will not be counted in

determining whether the proposal has received the required shareholder vote.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Executive Compensation

Compensation, Discussion & Analysis

Healthcare Services Group, Inc. provides management, administrative and operating expertise and

services to the housekeeping, laundry, linen, facility maintenance and dietary service departments of

healthcare facilities, including nursing homes, retirement complexes, rehabilitation centers and

hospitals located throughout the United States. We provide such services to approximately 2,600

facilities throughout the continental United States as of December 31, 2024. We believe we are the

largest provider of housekeeping and laundry management services to the long-term care industry in

the United States.

With nearly 50 years of industry experience, HCSG aims to deliver improved operational, regulatory,

and financial outcomes. We seek to achieve this by designing and implementing the most efficient

systems, holding our teams accountable, measuring and reporting our results and designing quality

assurance programs to continually assess and improve our programs. We pursue excellence via an

ever-evolving and expanding focus on training and the development of team members at every level.

At all times, we are guided by our Company Purpose of Fostering Fulfillment in Communities.

Our Named Executive Officers

In 2024, our Named Executive Officers (“NEOs”) were as follows:

THEODORE WAHL

President, Chief Executive

Officer & Director

ANDREW W. KUSH

Executive Vice President &

Chief Operating Officer

VIKAS SINGH, MBA

Executive Vice President &

Chief Financial Officer

ANDREW M. BROPHY, CPA

Senior Vice President,

Controller &

Chief Accounting Officer

PATRICK J. ORR, ESQ.

Executive Vice President &

Chief Revenue Officer

JOHN C. SHEA, CPA, MBA

Executive Vice President &

Chief Administrative Officer

We refer to our President and Chief Executive Officer and our Executive Vice Presidents as the Company’s

“Executive Management Team.”

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Executive Compensation

2024 Business Highlights

2024 was a transitional year for HCSG which was marked by a shift from recovery from market

conditions brought on by the COVID-19 pandemic to renewed growth. Industry fundamentals continue

to improve which positions HCSG well going into the future. From an overall operational and financial

stewardship point of view, the Board and NCSO Committee believed that in 2024, the Executive

Management Team performed well to capitalize on the improving market conditions and generate

positive momentum for the future.

Key 2024 accomplishments included the following:

•Guided by our Company Purpose of Fostering Fulfillment in Communities, our Managers and

Associates continued to lead and serve on the frontlines while tirelessly supporting our

customers and ensuring the well-being of America’s most vulnerable;

•Expanded leadership development programs and enhanced training initiatives to provide clear

career pathways, ensuring that HCSG continues to be a place where careers flourish.

•Introduced new technologies and processes to engage with and support our employees in

delivering exceptional service and remaining at the forefront of industry-leading innovation.

•Strengthened year-over-year financial performance by increasing revenues and net income as

well as delivering strong second half of the year operating cash flow and expect to carry such

positive momentum into 2025.

•Successfully started over 500 new service agreements and over 150 facility ownership changes,

while maintaining an over 90% customer retention rate.

•Continued prioritizing opportunistic share repurchases, and have repurchased over $23.0 million

since the February 2023 share repurchase authorization;

•Further reduced workers' compensation claim scope resulting in favorable loss development

trends; and

•Demonstrated continued financial discipline, while laying the foundation for further efficiency,

with return on assets of 4.9%, return on equity of 7.9% and return on invested capital of 9.7%.

The Board and NCSO Committee did not make any adjustments to the executive compensation

framework in 2024. The base salary of our CEO (which has been unchanged since 2016) and most other

members of the Executive Management Team remained unchanged. Incentive compensation for 2024

was based on the same metrics used in 2023 as the metrics used in determining incentive awards

have proven to be resilient and relevant. The details below more fully describe our structure and

compensation paid in fiscal year 2024.

Changes in Senior Management

On September 3, 2024, Mr. Singh became the Company’s Executive Vice President and Chief Financial

Officer, effective the same day. Mr. Brophy, who served as the Company’s Principal Financial &

Accounting Officer beginning in 2021, continues to serve in his role as Senior Vice President, Controller

and Chief Accounting Officer.

Compensation Objectives

NEO compensation is based on a combination of Company and individual contributions to our

performance, along with each NEO’s level and scope of responsibility. Our NCSO Committee believes

that the compensation paid is consistent with our overarching principle that the compensation plan

for the Executive Management Team should be closely aligned with Company performance on both a

short-term and long-term basis to create value for shareholders, and that such compensation should

assist us in attracting and retaining high-level executive talent.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Executive Compensation

In establishing compensation for the Executive Management Team, the following are the objectives of

the Company and the NCSO Committee:

•Attract and retain individuals of superior ability and executive talent;

•Align executive compensation with our corporate strategies, business objectives and the long-

term interests of our shareholders; and

•Enhance the executive officers’ incentive to maximize shareholder value, as well as promote

retention of key personnel, by providing a portion of total compensation in the form of direct

ownership in the Company through equity compensation.

To support these objectives, the Company’s compensation program for the Executive Management

Team has the following characteristics:


What we do:		What we don’t do:
o	Significant share ownership requirements for the CEO and Executive Vice Presidents	o	No employment agreements containing special severance payments such as golden parachutes
o	Double-trigger requirements for vesting of equity awards on a change in control	o	No hedging or engaging in derivative transactions related to Company shares
o	A cap on the annual incentive payout for the CEO	o	No gross-up payments to cover income taxes related to executive compensation
o	Majority of the Executive Management Team’s compensation is “at-risk”	o	No repricing or backdating of stock options
o	Operate a clawback policy that applies to “at-risk” variable compensation	o	No retirement programs that are specific to executive officers
o	Balance “at-risk” compensation across short-term and long-term time horizons
o	Engagement of an independent compensation consultant

Compensation Oversight

Among its duties, the NCSO Committee is accountable for discharging the Board’s responsibilities

relating to the compensation of the Company’s NEOs. Accordingly, the NCSO Committee conducts an

annual review of the aggregate level of such compensation, as well as the mix of elements used to

compensate the NEOs.

To achieve these objectives, our overall compensation program aims to pay our NEOs competitively,

consistent with our success and their contribution to that success. To accomplish these objectives we

rely on programs that provide compensation in the form of both cash and equity. Although our NCSO

Committee has not adopted any formal guidelines for allocating total compensation between cash

and equity, the NCSO Committee considers the balance between providing short-term and long-term

incentives which are designed to help align the interests of management with the interests of

shareholders.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Executive Compensation

Determination of Compensation Awards

The compensation of the President and Chief Executive Officer of the Company is determined by the

NCSO Committee. Such determination is based on a number of factors including:

•Consideration of the operating and financial performance of the Company, primarily its income

before income taxes;

•Attainment of a level of compensation designed to retain a superior executive in a highly

competitive environment; and

•Consideration of the individual’s overall contribution to the Company.

The NCSO Committee has also historically taken into account input from other independent members

of our Board in determining the compensation of the President and Chief Executive Officer.

Compensation for the other NEOs is recommended by the President and Chief Executive Officer and

reviewed by the NCSO Committee, taking into account the same factors described above.

The Company engages an independent compensation consultant as needed, who provides advice as

requested in areas such as peer group composition, market benchmarking and executive

compensation policy design.

In reviewing compensation, publicly available data relating to the compensation practices and

policies of other companies within and outside our industry is collected to the extent it is available. For

NEO compensation, our review includes comparing to data analyzed from proxy filings from the below

listed companies. For other Executive Management Team members, compensation survey data is also

used for companies with similar revenues to the Company. The NCSO Committee believes that

gathering information about the compensation practices of other companies is an important part of

our compensation-related decision-making process.

Given the challenge that there are no other U.S. publicly-traded companies specifically engaged only

in the Company’s business, which provides housekeeping and food services primarily to the healthcare

industry and overwhelmingly to the long-term care segment of the industry, our comparator group

has been developed looking at a broader cross-section of service industry companies. The NCSO

Committee periodically reviews the peer group to identify relevant companies for comparison. The

following companies have been selected as reasonable comparators for talent as they operate in

similar industries, are of similar size and scope and/or have similar employee bases. That group

consists of the following:


o	ABM Industries Incorporated	o	CoreCivic, Inc.
o	Amedisys, Inc.	o	J&J Snack Foods Corp.
o	AMN Healthcare Services, Inc.	o	The Brink’s Company
o	Chemed Corporation	o	Modivcare, Inc.
o	Clean Harbors, Inc.	o	UniFirst Corporation

Given the challenges noted above in identifying directly comparable companies, if and when

collected, market data is just one factor that the NCSO Committee considers in reaching decisions.

Such other factors considered include individual performance, the trends in Company performance

relative to broader market indices, the industry in which we operate, tax implications and

achievements in the Company’s social and sustainability efforts.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Executive Compensation

Incorporating Shareholder Feedback

The NCSO Committee was pleased that approximately 91% of votes cast at the 2024 Annual Meeting of

Shareholders approved, on an advisory basis, the compensation of the Company’s NEOs at such time.

The NCSO Committee considered that support in its efforts to align the Company’s executive

compensation policies with long-term shareholder interests. In particular, we believe that the voting

outcome reaffirmed that changes we have made over the past several years, which include

introducing performance-based equity awards (in the form of performance stock units, or “PSUs”),

continue to be well received and effective.

The NCSO Committee will continue to monitor voting outcomes and feedback received from

shareholders in reviewing the compensation program of our NEOs.

Alignment of Pay and Performance

The NCSO Committee believes that including a blend of stock options, restricted stock units (“RSUs”)

and PSUs as a significant component of compensation for our Executive Management Team has

successfully aligned pay with performance. This is evidenced through the fact that during the tenure of

our current President and Chief Executive Officer, the outcome under the annual incentive plan and

value of equity awarded has generally trended in line with operating performance.

Elements of Compensation

Base SalaryBase salaries for our NEOs are established based on the scope of their responsibilities

and individual experience, taking into account competitive market compensation paid by companies

in our industry for each such position. Base salaries are reviewed annually and may be adjusted to take

into account changes in responsibilities, individual performance, experience, practices in our

compensation comparator group and the state of our industry more broadly.

Mr. Wahl’s base salary as President and Chief Executive Officer for 2024 was approved by the NCSO on

December 13, 2023 and has remained unchanged since 2016. Mr. Wahl has not received an increase in

base salary for the last eight years. Mr. Singh's base salary reflects compensation for his period of

employment during 2024. Messrs. Kush and Shea's base salaries were also unchanged from 2023. Mr.

Brophy's increase in base salary reflected the increased scope of his role, including his promotion to

SVP, Controller & Chief Accounting Officer in August 2024.


Named Executive Officer	2023 Base Salary	2024 Base Salary	Change
Theodore Wahl	$1,005,108	$1,005,108	—%
Vikas Singh1	$—	$153,846	—%
Andrew W. Kush	$639,000	$639,000	—%
John C. Shea	$606,703	$606,703	—%
Patrick J. Orr	$579,407	$580,147	0.1%
Andrew M. Brophy	$221,481	$239,918	8.3%

1.Mr. Singh’s 2024 Base Salary represents a prorated amount of his annual base salary from his start date with the Company in

September 2024 through the end of the Company's fiscal year.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Executive Compensation

Annual IncentivesWe structure our annual incentive program as incentive bonus payments to

reward our NEOs based on the Company’s performance and our evaluation of the individual

executive’s contribution to that performance. This allows the NEOs to receive a significant portion of

their compensation based on the results that they helped us to achieve.

The incentive bonuses paid to the members of the Executive Management Team are calculated as a

percentage of the Company’s income before income taxes. The CEO receives his bonus on an annual

basis while the other members of the Executive Team receive quarterly bonus payments. This

approach reflects the importance of income before income taxes in assessing our overall

performance for those responsible for the Company’s operational and financial success, providing line

of sight to both top-line growth and the appropriate management of costs. This performance-based

compensation structure aligns with our strategic focus and Company Vision - To Be THE Choice For Our

Customers - resulting in retention of and growth in relationships through good customer service,

expansion of our services, effective execution in all that we do and cost management. Mr. Brophy is not

a member of the Executive Management Team and receives an annual discretionary bonus based on

individual and company performance.

For NEOs other than the President and Chief Executive Officer and Chief Accounting Officer, incentive

compensation can be modified up or down based on other aspects of quantifiable financial and

operational performance for which the executive officers are accountable. Examples of the

performance taken into account include growth in the number of facilities serviced, profitability, client

retention and satisfaction and overall management of their functional area. No discretion is applied in

determining the total value of the annual incentive earned by the President and Chief Executive Officer

given his direct accountability to shareholders for our overall financial performance.

For the President and Chief Executive Officer, the annual incentive payout is subject to an overall

maximum of two times base salary. The total annual incentive earned by Mr. Wahl for 2024 was

$397,058, equating to 40% of base salary. Mr. Wahl elected to receive 35% of this compensation, or

$138,966, in the form of shares of Common Stock in early 2025. The remaining balance of $258,092 was

received in cash.

Annual incentive outcomes for the other members of the Executive Management Team were validated

against the operational performance achievements towards which they contributed. Accordingly, the

following payments were approved for our NEOs with respect to 2024 performance:


Named Executive Officer	2024 Cash Annual Incentive	2024 Equity Annual Incentive	2024 Annual Incentive (% of salary)
Theodore Wahl	$258,092	$138,966	40%
Vikas Singh	$8,334	$—	5%
Andrew W. Kush	$162,503	$—	25%
John C. Shea	$101,562	$—	17%
Patrick J. Orr	$121,877	$—	21%
Andrew M. Brophy1	$64,575	$—	27%

1.Mr. Brophy’s incentive bonus is not tied to financial performance, but is instead discretionary and paid based on his success

in his position and contribution to his role.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Executive Compensation

Long-Term Equity Incentive AwardsThe NCSO Committee is responsible for approving the

population of individuals who will be granted equity awards, the number of equity awards each

individual will receive, the option price per share (if applicable), the exercise period (if applicable) and

vesting of each award. Guidelines for the number of equity awards granted to each officer are

determined using a procedure approved by the NCSO Committee based upon several factors,

including the officer’s salary level, individual contributions to the Company’s performance and the

value of the equity award at the time of grant. We grant equity awards at the fair market value of the

underlying stock on the date of grant.

Long-term equity incentive awards are currently granted to the Executive Management Team as a

combination of stock options, RSUs and PSUs. The NCSO Committee believes that the use of stock

options, RSUs and PSUs provides a clear incentive to the Executive Management Team to deliver long-

term sustainable and profitable growth which translates into value creation for our shareholders, in a

responsible way. The vesting of RSUs is phased over a period of five years, and the vesting of PSUs is

three years, to reinforce this long-term focus and enhance retention.

In making its decision to grant these awards, the NCSO Committee considered the competitive

challenges to our business and the resulting focus, efforts and expertise the Executive Management

Team has expended to meet these challenges and foster the growth and financial position of the

Company. In determining award values, the NCSO Committee considers a range of factors that takes

into account not just competitive market data, but also the performance of the Company more

generally and the contributions of individuals to our performance accomplishments in the prior year.

The following awards were approved and granted during 2024 to our NEOs:


Named Executive Officer	Stock Options (#)	Stock Option Grant Date Fair Value1	Restricted Stock Units (#)	Restricted Stock Units Grant Date Fair Value1	Performance Stock Units (#)	Performance Stock Units Grant Date Fair Value2	Total Grant Date Fair Value
Theodore Wahl	156,735	$793,643	153,213	$1,587,287	66,974	$793,642	$3,174,572
Andrew W. Kush	31,944	$161,752	31,226	$323,501	13,650	$161,753	$647,005
John C. Shea	32,453	$164,329	31,724	$328,661	13,868	$164,336	$657,325
Patrick J. Orr	30,538	$154,632	29,851	$309,256	13,049	$154,631	$618,519
Andrew M. Brophy	—	$—	4,826	$49,997	—	$—	$49,997

1.All options and RSU awards granted vest and are exercisable ratably over a five-year period on each yearly anniversary of

the grant date of the award.

2.PSUs vest upon certification by the Board in 2027, provided that the performance targets, based on relative Total

Shareholder Return (“TSR”), are met for the three-year period ended December 31, 2026.

3.Mr. Singh did not receive any stock options, RSUs or PSUs during the year ended December 31, 2024.

PSUs can be earned based on a three-year relative TSR performance relative to the S&P MidCap 400

Index. The NCSO determined that this was an appropriate peer group given the absence of a

sufficiently large enough group of directly relevant peers for performance comparisons. The first

award of performance stock units was made in 2021 and the applicable three-year performance

period concluded on December 31, 2023. The performance period for the second award of

performance stock units was made in 2022 and the applicable three-year performance period

concluded on December 31, 2024.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Executive Compensation

The table below represents the vesting conditions for performance stock unit awards:


HCSG TSR Percentile Ranking		Percentage of Target PSUs Earned
Less than the 25th percentile		—%
at the 25th percentile(1)		50%
at the 50th percentile		100%
At or above the 75th percentile		150%

(1) Performance between the 25th percentile and the 75th percentiles is interpolated.

In January 2024, 2023 and 2022, the NCSO Committee granted options to purchase an aggregate of

approximately 252,000, 181,000 and 282,000 shares of Common Stock, respectively, to our NEOs. In

January 2024, 2023 and 2022, the NCSO Committee granted RSUs of an aggregate of approximately

251,000, 176,000, and 129,000 shares, respectively, to our NEOs. In January 2024, 2023 and 2022, the NCSO

Committee granted PSUs of an aggregate of approximately 108,000, 73,000 and 54,000 shares,

respectively, to the Executive Management Team. See the table entitled Grant of Plan-Based Awards

included in this Proxy Statement for more information on the 2024 grants. The NCSO Committee has

also granted awards to other levels of Company management and key employees creating a culture

of ownership and to incentivize and encourage contributions and performance results that drive long-

term shareholder value.

Deferred Compensation Plan The Company offers a Supplemental Executive Retirement Plan (“SERP”)

for executives and certain key employees. The SERP is not qualified under Section 401 of the Internal

Revenue Code. The SERP allows participants to defer up to 25% of their earned income on a pre-tax

basis and as of the last day of each plan year, each participant will be credited with a 25% match of

their earnings deferred (up to 15%) in the form of the Company’s Common Stock based on the then-

current market value. SERP participants fully vest in the Company’s matching contribution three years

from the first day of the initial year of participation. The income deferred and the matching

contributions are unsecured and subject to the claims of the Company’s general creditors.

Under the SERP, we are authorized to issue up to 1,012,000 shares of our Common Stock to our

employees. Pursuant to such authorization, approximately 177,000 shares are available for future grant

at December 31, 2024. As of December 31, 2024, and since the initiation of the SERP, the Company’s 25%

match has resulted in approximately 836,000 shares of Common Stock being issued to the trustee. At

the time of issuance, such shares are accounted for at cost, as treasury stock. At December 31, 2024,

approximately 362,000 of such shares are vested and remain in the respective active participants’

accounts. Participants may not withdraw or sell such stock until the termination of their employment.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Executive Compensation

Employee Stock Purchase Plan We have an Employee Stock Purchase Plan (“ESPP”) for all eligible

employees. All full-time and certain part-time employees who have completed two years of

continuous service with us are eligible to participate. In 2021, the Board of Directors extended the ESPP

for an additional five offerings through 2026. Annual offerings commence and terminate on the

respective year’s first and last calendar day. Under the ESPP, we are authorized to issue up to 4,050,000

shares of our Common Stock to our employees. Pursuant to such authorization, we have 1,691,000

shares available for future grant at December 31, 2024. Furthermore, under the terms of the ESPP,

eligible employees may contribute through payroll deductions up to $21,250 (85% of IRS limitation) of

their compensation toward the purchase of the Company’s Common Stock. No employee may

purchase Common Stock which exceeds $25,000 in fair market value (determined on the date of

grant) for each calendar year. The price per share is equal to the lower of 85% of the fair market price

on the first day of the offering period or 85% of the fair market price on the day of purchase (the last

day of the offering period).

Other Elements of Compensation and Perquisites

Medical Insurance: We provide to each NEO and their respective spouses and children such health,

dental and optical insurance as we may from time to time make available to our management

employees. This insurance benefit requires an employee co-payment of the insurance premium.

Life and Disability Insurance: We provide to each NEO such disability and/or life insurance as we in our

sole discretion may from time to time make available to our other management employees.

Automobile Use: Members of the Executive Management Team are provided with the use of a

Company fleet vehicle.

Compensation Risk Assessment

Our NCSO committee believes that our incentive compensation arrangements of the Company’s NEOs

provide incentives that do not encourage risk-taking beyond our ability to effectively identify and

manage significant risks; are compatible with effective internal controls and the risk management

practices of our Company; and are supported by the oversight and administration of the NCSO

committee because (i) the annual long-term (equity-based) compensation programs are subject to 3

year (for PSUs) or 5 year (for RSUs and stock options) time-based vesting conditions and (ii)

performance targets for the annual short-term (cash bonus) compensation programs in place for the

Executive Management Team, were linked to overall corporate performance (percentage of the

Company’s income before taxes). For the annual short-term (cash bonus) compensation programs in

place for our eligible home office and field operations leaders, performance targets were linked to

multiple performance measures including non-financial objectives (such as recruiting and developing

future management personnel, maintaining good relationships with clients and employees, and

compliance with operational reporting requirements), with reasonable caps and appropriate controls

to establish targets and validate actual performance against the targets before payouts were made.

Further, our Chief Compliance Officer reports to the NCSO committee on at least an annual basis on

matters relating to employee compensation. In addition, our independent compensation consultant

regularly reviews our executive compensation program for the purpose of identifying potential sources

of risk and reports its findings to the NCSO committee.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Executive Compensation

Stock Ownership Guidelines

Members of the Executive Management Team are expected to hold an amount of Company Common

Stock with a value that is at least equal to a specified multiple of their base salary. Newly appointed

members of the Executive Management Team must attain the guideline ownership within five years of

the date that they become executive officers. In accordance with this policy, the President and Chief

Executive Officer is required to hold stock with a value of at least six times his base salary, while the

Company’s Executive Vice Presidents are each required to hold common stock with a value of at least

two times their base salary.

Stock ownership includes shares owned outright, RSUs and stock equivalents held under deferred

compensation arrangements. Additionally, one-half of the guidelines may be met by vested, in-the-

money stock options held by the executive. If an executive does not meet the ownership requirement

on the applicable measurement date, the executive must retain all net shares from the exercise of

stock options and the vesting of restricted stock and restricted stock units until the minimum current

ownership requirement is achieved.

The following table includes our Executive Management Team's requirements for the stock ownership

guidelines and current ownership as of December 31, 2024.


Executive Management Team	Ownership Requirement (% of salary)	Ownership as of December 31, 2024 (% of salary)
Theodore Wahl	600%	838%
Vikas Singh	200%	—%
Andrew W. Kush	200%	204%
John C. Shea	200%	231%
Patrick J. Orr	200%	168%
Jason J. Bundick	200%	221%

While certain members of the Executive Management Team do not have a current ownership

percentage matching or exceeding the minimum ownership requirement as of December 31, 2024, all

members of the Executive Management Team have remained in compliance with the guidelines.

Change of Control

The Company’s 2020 Plan includes a “double-trigger” approach to vesting of stock awards upon a

change in control, meaning vesting would occur if a change in control occurs and the outstanding

equity awards are not fully assumed, or where the outstanding equity awards are fully assumed by the

resulting entity and the participant is subsequently terminated or resigns for good reason. We believe a

double-trigger approach provides adequate employment protections and reduces, for the

shareholders’ benefit, potential transaction costs associated with the awards.

Clawback Policy

The Company adopted a clawback policy to align with listing rules adopted by Nasdaq as required by

the SEC. The policy applies to all executive officers (as defined under the applicable rules) and requires

the Company to seek to recoup certain incentive-based compensation, where cash- or equity-based,

from current or former officers and in the event that the Company is required to prepare an

accounting restatement due to the material noncompliance of the Company with any financial

reporting requirement under the securities laws.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Executive Compensation

The Board of Directors has delegated the oversight of this policy to the NCSO Committee, which has

the authority to determine the necessity, exercise and implement the clawback of executive incentive-

based compensation in the event of a restatement of Company financial statements. In the event that

recovery is required, the NCSO Committee will review and recover reasonably promptly the applicable

portion of incentive-based compensation awarded to or earned by our officers during the three-year

period prior to any restatement of the Company’s financial results. Recovery will be required on a “no

fault” basis, without regard to whether any misconduct occurred and without regard to whether an

executive officer was responsible for the erroneous financial statements.

Application of the Clawback Policy

The NCSO Committee determined that there was no erroneously awarded compensation attributable

to accounting restatements during 2024; therefore, no amount was pursued from any current or

former executive officers.

Stock Trading Black-Out Period and Anti-Hedging Policy

Under the Company’s insider trading policy, officers, non-employee directors and key personnel may

purchase or sell our securities only during non “black-out periods”. “Black-out periods” begin at the

close of trading on Monday of the third week in the third month of each fiscal quarter and end at the

close of the business day following the date of each quarterly earnings announcement. Additionally,

the Company has adopted a policy which prohibits our officers, non-employee directors and key

personnel from purchasing financial instruments (including prepaid variable forward contracts, equity

swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are

designed to hedge or offset any decrease in the market value of our Common Stock.

Equity Award Grant Practices

Long-term equity incentive awards are discretionary and are generally granted to the Executive

Management team on the first or second business day of the applicable fiscal year. As described in

further detail above in the "Elements of Compensation" section, long-term equity incentive awards

include a combination of stock options, RSUs, and PSUs. The NCSO Committee is responsible for

approving these grants. There are no option awards granted to non-Executive Management

employees, except for the Chief Communications Officer. The NCSO Committee holds meetings each

year to determine the long-term equity incentive awards to be granted to the Executive Management

team in the beginning of the following year. The NCSO Committee did not take material nonpublic

information into account when determining the timing and terms of equity awards in 2024. The timing

of the grants is in accordance with the yearly compensation cycle, with grants starting in the

beginning of each new fiscal year to assist in incentivizing executives.

Eligible employees, including the Executive Management team, may voluntarily enroll in the ESPP and

purchase shares at a discount via payroll deductions. The ESPP is offered once a year. There were no

option awards granted within four business days prior or one business day after the release of material

nonpublic information.

The Company does not time the disclosure of material nonpublic information for the purpose of

affecting the value of executive compensation. The grants are made following an annual,

predetermined compensation cycle.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Executive Compensation

Summary Compensation Table

The following table sets forth certain information regarding compensation paid or accrued during the

Company’s prior three fiscal years, as applicable, for the Company’s NEOs.


Name and Principal Position		Salary	Stock Awards1	Option Awards2	Non-Equity Incentive Plan Compensation 3	Nonqualified Deferred Compensation Earnings	All Other Compensation 4	Total
Name and Principal Position	Year	($)	($)	($)	($)	($)	($)	($)
Theodore Wahl	2024	1,005,108	2,526,539	793,643	258,092	50,377	49,887	4,683,646
President & Chief Executive Officer & Director	2023	1,005,108	2,431,170	762,697	258,648	55,080	47,207	4,559,910
	2022	1,005,108	2,214,062	737,227	338,115	74,042	45,709	4,414,263

Vikas Singh5	2024	153,846	—	—	8,334	—	3,294	165,474
Executive Vice President & Chief Financial Officer
Andrew W. Kush	2024	639,000	485,254	161,752	162,503	29,627	40,028	1,518,164
Executive Vice President & Chief Operating Officer	2023	639,000	454,332	151,444	144,163	25,968	37,525	1,452,432
	2022	639,000	451,708	150,114	90,164	31,097	35,064	1,397,147

John C. Shea	2024	606,703	492,996	164,329	101,562	26,298	32,606	1,424,494
Executive Vice President & Chief Administrative Officer	2023	606,703	454,332	151,444	90,100	24,012	33,426	1,360,017
	2022	606,703	452,706	150,114	56,353	27,219	31,619	1,324,714

Patrick J. Orr	2024	580,147	471,878	154,632	121,877	21,601	25,772	1,375,907
Executive Vice President & Chief Revenue Officer	2023	579,407	347,371	114,536	108,122	21,780	22,335	1,193,551
	2022	541,007	323,232	106,953	56,353	15,424	18,931	1,061,900

Andrew M. Brophy	2024	239,918	49,997	—	64,575	10,733	11,416	376,639
Senior Vice President, Controller, & Chief Accounting Officer	2023	221,481	49,996	—	64,575	10,212	10,817	357,081
	2022	210,716	49,992	—	61,500	9,429	13,222	344,859

1.The total amounts in these columns do not reflect compensation actually received by the NEO, nor do they reflect the actual

value that will be recognized by the NEO. Instead, the amounts reflect the aggregate grant date fair value of restricted stock

awards, RSUs, PSUs, incentive awards received in stock, and ESPP awards computed in accordance with FASB ASC Topic 718. A

more detailed discussion of the assumptions used in calculating these values may be found in Note 10 of the Notes to the

Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024. For PSUs granted in 2024, the

grant date fair value reported is based upon the probable outcome of performance at the grant date. The grant date fair

value of performance awards with market-based conditions like relative total shareholder return is determined based on a

Monte Carlo simulation.


	Fiscal 2024 Grants of Performance Awards6
	Probable Outcome ($)	Highest Outcome ($)
Theodore Wahl	$793,642	$1,190,463
Andrew W. Kush	$161,753	$242,629
John C. Shea	$164,336	$246,504
Patrick J. Orr	$154,631	$231,946

2.The total amounts in this column do not reflect compensation actually received by the NEO, nor do they reflect the actual

value that will be recognized by the NEO. Instead, the amounts reflect the aggregate grant date fair value of stock option

awards computed in accordance with FASB ASC Topic 718. A more detailed discussion of the assumptions used in

calculating these amounts may be found in Note 10 of the Notes to the Financial Statements in our Annual Report on Form 10-

K for the year ended December 31, 2024. Refer also to the Compensation Discussion and Analysis for further information.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Executive Compensation

3.Amounts shown in this column represent annual performance-based cash payments under the annual incentive program,

Executive Compensation

as described in the Compensation Discussion and Analysis. No future pay-outs will be made with respect to any of the plan-

based awards under the plan.

4.Includes automobile allowance, vehicle lease and contributions paid by the Company towards employee’s insurance

premiums.

5.On September 3, 2024, Mr. Singh became the Company’s Executive Vice President and Chief Financial Officer, effective the

same day. Mr. Brophy, who served as the Company’s Principal Financial & Accounting Officer beginning in 2021, continues to

serve in his role as Senior Vice President, Controller and Chief Accounting Officer..

6.Messrs. Singh and Brophy did not receive performance stock unit awards for the year ended December 31, 2024.

Grant of Plan-Based Awards

The following table sets forth information concerning grants of plan-based awards made by us during

the year ended December 31, 2024, to each of the NEOs.


	Grant Date	Date Award Approved	Estimated Future Payouts Under Equity Incentive Plan Awards1	Estimated Future Payouts Under Equity Incentive Plan Awards (#)2			All Other Stock Awards: Number of Shares of Stock or Units	All Other Option Awards: Number of Securities Underlying Options	Exercise or Base Price of Options Awards	Grant Date Fair Value of Stock and Option Awards
Name3	Grant Date	Date Award Approved	Target (#)	Thres- hold	Target	Maxi- mum	(#)	(#)	($/sh)	($)
Theodore Wahl	1/3/2024	12/13/2023	—	33,487	66,974	100,461	153,213	156,735	$10.36	$3,174,572
	12/31/2024	12/13/2023	13,110	—	—	—	—	—	$10.60	$138,966
Andrew W. Kush	1/3/2024	12/13/2023	—	6,825	13,650	20,475	31,226	31,944	$10.36	$647,005
John C. Shea	1/3/2024	12/13/2023	—	6,934	13,868	20,802	31,724	32,453	$10.36	$657,325
Patrick J. Orr	1/3/2024	12/13/2023	—	6,525	13,049	19,574	29,851	30,538	$10.36	$618,519
Andrew M. Brophy	1/3/2024	12/13/2023	—	—	—	—	4,826	—	$10.36	$49,997

1.Represents the shares received during 2025 as a result of Mr. Wahl’s election to receive a portion of his 2024 performance-

based compensation in Company Common Stock. The grant date of such shares is reflected as the date in which the total

amount of such performance-based compensation is earned by Mr. Wahl.

2.These PSUs were granted under the 2020 Plan and vest upon certification by the Board in 2027, provided that the

performance targets, based on Relative TSR, are met for the three-year periods ended December 31, 2026.

3.Mr. Singh had no plan-based awards granted during the year ended December 31, 2024.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

The Company has no employment agreements with any of the NEOs. No previously granted options or

other equity-based awards were re-priced or otherwise materially modified during the fiscal year

ended December 31, 2024. As set forth above in the Compensation Discussion and Analysis, the

Company believes that part of the compensation for the NEOs should be in the form of long-term

equity grants so as to align the interests of the NEOs with the Company’s shareholders. In accordance

with these objectives, Mr. Wahl received stock options to purchase 156,735 shares of Common Stock,

153,213 RSUs and 66,974 PSUs. Mr. Shea received stock options to purchase 32,453 shares of Common

Stock, 31,724 RSUs and 13,868 PSUs. Mr. Kush received stock options to purchase 31,944 shares of

Common Stock, 31,226 RSUs and 13,650 PSUs. Mr. Orr received stock options to purchase 30,538 shares of

Common Stock, 29,851 RSUs and PSUs of 13,049. Mr. Brophy received 4,826 RSUs. These stock options and

RSUs vest over five years while PSUs vest over 3 years, as an incentive to increase the long-term value

of the Company and thereby increase the value of its Common Stock. Mr. Singh’s compensation

reflects payment for his services provided for his period of employment during 2024.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Executive Compensation

Outstanding Equity Awards at December 31, 2024

The following table summarizes the outstanding equity awards of each of the NEOs as of December 31,

2024:


		Option Awards				Stock Awards
Name1	Grant Date2	Vested, Exercisable	Unvested	Option Exercise Price	Option Expiration Date	Unvested3	Market Value of Unvested4	Unvested Equity Incentive Plan Awards5	Market Value of Equity Incentive Plan Awards5
Theodore Wahl	1/3/2014	15,000	—	$28.02	1/3/2024	—	$—	—	$—
	1/5/2015	15,000	—	$30.30	1/5/2025	—	$—	—	$—
	1/4/2016	15,000	—	$34.14	1/4/2026	—	$—	—	$—
	1/4/2017	30,000	—	$39.38	1/4/2027	—	$—	—	$—
	1/4/2018	50,000	—	$52.06	1/4/2028	—	$—	—	$—
	1/4/2019	50,000	—	$40.49	1/4/2029	—	$—	—	$—
	1/3/2020	40,000	10,000	$24.43	1/3/2030	15,546	$180,645	—	$—
	1/4/2021	61,915	41,278	$28.37	1/4/2031	20,049	$232,969	—	$—
	1/4/2022	72,633	108,950	$18.10	1/4/2032	48,877	$567,951	35,106	$150,254
	2/24/2023	23,360	93,439	$13.72	2/24/2033	88,952	$1,033,622	47,075	$378,012
	1/3/2024	—	156,735	$10.36	1/3/2034	153,213	$1,780,335	66,974	$887,406

Andrew W. Kush	1/3/2014	5,000	—	$28.02	1/3/2024	—	$—	—	$—
	1/5/2015	5,000	—	$30.30	1/5/2025	—	$—	—	$—
	1/4/2016	6,000	—	$34.14	1/4/2026	—	$—	—	$—
	1/4/2017	6,000	—	$39.38	1/4/2027	—	$—	—	$—
	1/4/2018	10,000	—	$52.06	1/4/2028	—	$—	—	$—
	1/4/2019	10,000	—	$40.49	1/4/2029	—	$—	—	$—
	1/3/2020	14,178	3,543	$24.43	1/3/2030	2,817	$32,734	—	$—
	1/4/2021	12,366	8,244	$28.37	1/4/2031	4,004	$46,526	—	$—
	1/4/2022	14,790	22,184	$18.10	1/4/2032	9,952	$115,642	7,148	$30,593
	2/24/2023	4,638	18,554	$13.72	2/24/2033	17,662	$205,232	9,347	$75,056
	1/3/2024	—	31,944	$10.36	1/3/2034	31,226	$362,846	13,220	$175,165

John C. Shea	1/3/2014	6,250	—	$28.02	1/3/2024	—	$—	—	$—
	1/5/2015	1,650	—	$30.30	1/5/2025	—	$—	—	$—
	1/4/2016	1,650	—	$34.14	1/4/2026	—	$—	—	$—
	1/4/2017	1,650	—	$39.38	1/4/2027	—	$—	—	$—
	1/4/2018	10,000	—	$52.06	1/4/2028	—	$—	—	$—
	1/4/2019	10,000	—	$40.49	1/4/2029	—	$—	—	$—
	1/3/2020	14,178	3,543	$24.43	1/3/2030	2,817	$32,734	—	$—
	1/4/2021	12,366	8,244	$28.37	1/4/2031	4,004	$46,526	—	$—
	1/4/2022	14,790	22,184	$18.10	1/4/2032	9,952	$115,642	7,148	$30,593
	2/24/2023	4,638	18,554	$13.72	2/24/2033	17,662	$205,232	9,347	$75,056
	1/3/2024	—	32,453	$10.36	1/3/2034	31,724	$368,633	13,431	$177,961

Patrick J. Orr	1/5/2015	2,000	—	$30.30	1/4/2026	—	$—	—	$—
	1/4/2016	4,000	—	$34.14	1/4/2027	—	$—	—	$—
	1/4/2017	5,000	—	$39.38	1/4/2028	—	$—	—	$—
	1/4/2018	5,000	—	$52.06	1/4/2029	—	$—	—	$—
	1/4/2019	5,000	—	$40.49	1/3/2030	—	$—	—	$—
	1/3/2020	6,819	1,704	$24.43	1/4/2031	1,289	$14,978	—	$—
	1/4/2021	9,254	6,167	$28.37	1/4/2032	2,996	$34,814	—	$—
	1/4/2022	10,537	15,806	$18.10	1/4/2032	7,091	$82,397	5,093	$21,798
	2/24/2023	3,508	14,032	$13.72	2/24/2033	13,358	$155,220	7,069	$56,764
	1/3/2024	—	30,538	$10.36	1/3/2034	29,851	$346,869	12,638	$167,454

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Executive Compensation


		Option Awards				Stock Awards
Name1	Grant Date2	Vested, Exercisable	Unvested	Option Exercise Price	Option Expiration Date	Unvested3	Market Value of Unvested4	Unvested Equity Incentive Plan Awards5	Market Value of Equity Incentive Plan Awards5

Andrew M. Brophy	1/4/2019	—	—	$—	—	—	$—	—	$—
Andrew M. Brophy	1/3/2020	—	—	$—	—	123	$1,429	—	$—
	1/4/2021	—	—	$—	—	282	$3,277	—	$—
	1/4/2022	—	—	$—	—	1,657	$19,254	—	$—
	2/24/2023	—	—	$—	—	2,915	$33,872	—	$—
	1/3/2024	—	—	$—	—	4,826	$56,078	—	$—

1.Mr. Singh had no equity awards outstanding at December 31, 2024.

2.Options and stock awards vest 20% per year on the anniversary of the grant date for each of the five years subsequent to

the grant date.

3.Unless otherwise noted herein, restricted stock awards and RSUs vest at the rate of 20% annually, commencing on the first

anniversary from the grant date, subject to accelerated vesting upon certain terminations of employment following certain

corporate transactions involving the Company. The shares of Common Stock underlying the restricted stock awards and

RSUs will be issued upon vesting.

4.Valued based on the closing price of a share of the Company’s Common Stock on December 31, 2024 as reported on the

Nasdaq Global Select Market ($11.62).

5.PSU awards were granted under the 2020 Plan and vest upon certification by the Board in 2025, 2026 and 2027 provided that

the performance targets, based on Relative TSR, are met for the three-year periods ended December 31, 2024, 2025 and 2026.

The awards are valued at fair market value as of December 31, 2024. The number of outstanding unvested equity incentive

plan awards is equal to the number of PSUs earned based on achieving a performance target at the 50th percentile. The

2023 and 2024 grants were valued at $8.03 and $13.25 per unit, respectively, based upon a Monte Carlo simulation used to

determine the probable outcome of the performance condition at December 31, 2024. The 2022 grants are valued at the

closing price of a share of the Company's Common Stock on December 31, 2024 as reported on the Nasdaq Global Select

Market ($11.62) multiplied by the vesting percentage of target awards (51.2%) based on the Company's Relative TSR percentile

rating of 25.6 for the performance period for that tranche of grants.

Option Exercises and Stock Vested During 2024

The following table sets forth information concerning the option exercises and stock awards vested of

each of the NEOs1 during the year ended December 31, 2024:


	Stock Option Awards		Restricted Stock and Restricted Stock Units
	Number of Shares Acquired On Exercise	Value Realized on Exercise	Number of Shares Acquired On Vesting	Value Realized on Vesting
Name	(#)	($)	(#)	($)
Theodore Wahl	—	$—	72,603	$791,382
Andrew W. Kush	—	$—	14,253	$155,438
John C. Shea	—	$—	14,253	$155,438
Patrick J. Orr	—	$—	9,261	$101,894
Andrew M. Brophy	—	$—	1,570	$17,593

1.Mr. Singh had no stock option awards exercised or stock units vested during the year ended December 31, 2024.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Executive Compensation

Non-Qualified Deferred Compensation

The following table sets forth information concerning the non-qualified deferred compensation of

each of the NEOs1 during the year ended December 31, 2024, as well as the aggregate balance of non-

qualified deferred compensation as of December 31, 2024:


Name	Executive Contributions in Last FY	Registrant Contributions in Last FY	Withdrawals	Aggregate Gains (Losses) in Last FY	Aggregate Balance at Last FYE
Theodore Wahl	$210,454	$52,615	$—	$1,004,220	$5,936,770
Andrew W. Kush	$120,225	$30,062	$—	$140,484	$1,371,270
John C. Shea	$106,240	$26,564	$—	$309,095	$2,228,957
Patrick J. Orr	$119,344	$26,331	$—	$98,017	$848,334
Andrew M. Brophy	$46,160	$11,550	$(32,249)	$53,672	$310,723

1.Mr. Singh had no involvement in the non-qualified deferred compensation plan for the year ended December 31, 2024.

Pay Ratio Disclosure

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the

Company is providing the following information about the relationship of the annual total

compensation of the Company’s employees and the annual total compensation of the President and

Chief Executive Officer. The CEO pay ratio figures below are a reasonable estimate calculated in a

manner consistent with Item 402(u) of Regulation S-K under the Exchange Act.

At December 31, 2024, we had over 35,000 employees (full-time and part-time), all located in the United

States.

We determined the total annual compensation for our employees for the year ended December 31,

2024 using data from our payroll records for the month of December 2024, which we then extrapolated

for the full year of 2024. The components of total annual compensation for our employees are the

same as those used to determine the total compensation of our NEOs for the purposes of the SCT. We

did not make any full-time equivalent adjustments for part-time employees. The results were then

ranked, excluding the President and Chief Executive Officer, from lowest to highest, and the median

employee was identified. We then compared the total annual compensation of the median employee

to that of the President and Chief Executive Officer. The total annual compensation of the median

employee for the year ended December 31, 2024 was $32,389. For the year ended December 31, 2024,

the ratio of our President and Chief Executive Officer’s total annual compensation to that of our median

employee was approximately 145:1.

The SEC rules for identifying the median employee and calculating the pay ratio based on that

employee’s total annual compensation allow companies to adopt a variety of methodologies, to apply

certain exclusions and to make reasonable estimates and assumptions that reflect their

compensation practices. As such, the pay ratio reported by other companies may not be comparable

to the pay ratio reported above, as other companies may have different employment and

compensation practices and may utilize different methodologies, exclusions, estimates and

assumptions in calculating their own pay ratios.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Executive Compensation

Pay Versus Performance


Year	Summary Compensation Table total for PEO1	Compensation Actually Paid (“CAP”) to PEO 1, 2	Average Summary Compensation Table total for non-PEO NEOs4	Average CAP to non-PEO NEOs2, 4, 5	Value of initial fixed $100 investment based on:		Net income7 (in thousands)	Income before income taxes7, 8 (in thousands)
Year	Summary Compensation Table total for PEO1	Compensation Actually Paid (“CAP”) to PEO 1, 2	Average Summary Compensation Table total for non-PEO NEOs4	Average CAP to non-PEO NEOs2, 4, 5	Total shareholder return6	Peer group total shareholder return6	Net income7 (in thousands)	Income before income taxes7, 8 (in thousands)
2024	$4,683,646	$5,888,034	$972,136	$1,136,770	$54	$164	$39,471	$52,941
2023	$4,559,910	$3,337,578	$1,090,770	$953,222	$48	$144	$38,386	$53,056
2022	$4,414,263	$2,445,181	$1,027,589	$765,385	$56	$123	$34,243	$44,553
2021	$4,405,773	$1,424,534	$986,045	$593,330	$78	$142	$48,543	$65,512
2020	$4,182,274	$4,908,914	$1,254,008	$1,535,216	$120	$114	$98,682	$129,186

1.Our CEO, Theodore Wahl, is listed in the table as the principal executive officer (“PEO”) for each year.

2.Compensation actually paid is defined in Item 402(v)(2)(iii) of Regulation S-K. Reconciliation of the amounts included in the

Summary Compensation Table to compensation actually paid is provided in the “Narrative Disclosure to Pay Versus

Performance Table” section below.

3.Below is the reconciliation of the Summary Compensation Table to Compensation Actually Paid for the PEO:


Reconciliation of Summary Compensation to CAP for Principal Executive Officer	2024	2023	2022	2021	2020
Summary Compensation Table	$4,683,646	$4,559,910	$4,414,263	$4,405,773	$4,182,274
Less: Equity awards included in Summary Compensation Table	(3,320,182)	(3,193,867)	(2,951,289)	(3,092,728)	(2,618,792)
Add: Year-end fair value of equity awards granted during current year that are outstanding and unvested at year-end	3,717,865	2,043,205	1,695,607	1,322,617	2,576,882
Add: Change in fair value of equity awards granted in prior years that are outstanding and unvested at year-end	660,788	(126,179)	(961,109)	(1,452,692)	526,740
Add: Change in fair value during current year of equity awards granted in prior years that vested in the current year	95,539	(2,866)	10,543	10,543	2,750
Add: Fair value on vesting date for current year equity grants	50,378	57,375	74,167	62,953	65,323
Less: Fair value at end of prior year for any stock awards which were forfeited during current year	—	—	—	—	—
Add: Dollar value of any dividends, dividend equivalents, or other earnings paid on stock or option awards	—	—	162,999	168,068	173,737
Total Compensation Actually Paid (CAP):	$5,888,034	$3,337,578	$2,445,181	$1,424,534	$4,908,914

4.The non-PEO NEOs included in the calculation for average summary compensation and compensation actually paid for

each applicable year are the following:

•2024: John C. Shea, Andrew W. Kush, Patrick J. Orr, Andrew M. Brophy, and Vikas Singh

•2023: John C. Shea, Andrew W. Kush, Patrick J. Orr, and Andrew M. Brophy

•2022: John C. Shea, Andrew W. Kush, Patrick J. Orr, and Andrew M. Brophy

•2021: John C. Shea, Andrew W. Kush, Patrick J. Orr, Jason J. Bundick, and Andrew M. Brophy

•2020: John C. Shea, Michael E. McBryan (former Executive Vice President, Chief Revenue Officer & Director), Andrew W.

Kush, and Jason J. Bundick

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Executive Compensation

5.Below is the reconciliation of the Summary Compensation Table to Compensation Actually Paid to the non-PEO NEOs:


Reconciliation of Summary Compensation to Average CAP for Non-Principal Executive Officer Named Executive Officers	2024	2023	2022	2021	2020
Summary Compensation Table	$972,136	$1,090,770	$1,027,589	$986,045	$1,254,008
Less: Equity awards included in Summary Compensation Table	(396,168)	(430,864)	(421,208)	(404,679)	(427,318)
Add: Year-end fair value of equity awards granted during current year that are outstanding and unvested at year-end	458,214	289,006	242,410	187,532	534,983
Add: Change in fair value of equity awards granted in prior years that are outstanding and unvested at year-end	73,246	(15,443)	(127,340)	(218,593)	110,687
Add: Change in fair value during current year of equity awards granted in prior years that vested in the current year	18,527	(1,594)	1,272	1,429	790
Add: Fair value on vesting date for current year equity grants	10,815	21,347	20,827	18,401	28,039
Less: Fair value at end of prior year for any stock awards which were forfeited during current year	—	—	—	—	—
Add: Dollar value of any dividends, dividend equivalents, or other earnings paid on stock or option awards	—	—	21,835	23,195	34,027
Total Compensation Actually Paid (CAP):	$1,136,770	$953,222	$765,385	$593,330	$1,535,216

6.Total shareholder return (TSR) is calculated based on the return of $100 invested four years prior to the applicable year-end

date in stock or index, including reinvestment of dividends. For purposes of the peer group TSR, the Company used the peer

group it uses for purposes of Regulation S-K Item 201(e)(1)(ii), please see the Company’s Annual Report on Form 10-K filed with

the SEC on February 16, 2024 for further information (the “2023 Form 10-K”).

7.During the 2023 year-end financial reporting process, the Company identified a prior period accounting error for accrued

payroll, and specifically accrued vacation that was concluded not to be material to the Company's previously reported

consolidated financial statements.The Company corrected the errors by revising the Company's Consolidated Balance

Sheets and Consolidated Statements of Comprehensive Income for the years ended December 31, 2022 and 2021 in the 2023

Form 10-K. The amounts listed in the table above for Net Income as well as Income Before Income Taxes are reflective of

these corrections.

8.Our company-selected measure is Income before Income Taxes. Our Consolidated Statements of Comprehensive Income

included on our Form 10-K provides details of how this is calculated.

Differences in the calculations of compensation in the summary compensation and the compensation

actually paid are driven primarily on the determination of fair value used to calculate GAAP stock

compensation expense and the SEC definition in the compensation actually paid calculation and the

timing of equity awards issued during the years ended December 31, 2024, 2023, 2022, 2021 and 2020.

For each of the periods included in the CAP table, we have granted the vast majority of our equity

awards to the NEOs, including the PEO, and other employees during the first quarter of each fiscal year.

Expense for GAAP purposes (which is included in the Summary Compensation Table) for these grants is

measured at fair value at the grant date using the current stock price and other inputs that are

determined at the grant date, which is then recorded as straight-line stock compensation expense

over the vesting period for each grant.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Executive Compensation

In the CAP calculation, the fair value of each equity award is revalued at the end of each fiscal year

(instead of the grant date) or upon vesting. For unvested RSUs, we calculated the fair value of

outstanding units as the total number of unvested shares times the year-end stock price. For unvested

stock options, we calculated the fair value of outstanding unvested options using an updated Black-

Scholes model with inputs updated for each respective year-end date. For unvested PSUs, we

calculated the fair value of unvested units using an updated Monte-Carlo model with inputs updated

for each respective year-end date. Changes in fair value from the grant date, or the previous year-end,

to the end of each year in the table were primarily driven by changes in our stock price. No changes

were made to the valuation methods or models used in calculating the fair value as of year-end

versus each grant date, and no significant changes were made to assumptions used in the models. As

equity awards are a significant portion of the compensation package provided to our NEOs, our CAP

may fluctuate significantly from period to period based on changes in our stock price.

Tabular List of Company Performance Measures

The following table lists the measures we believe are most important in linking compensation actually

paid to company performance during 2024:

Company Selected Measures

Income before income taxes

Total Shareholder Return

Only two measures are identified reflecting the sole two financial performance measures currently

used in our executive compensation framework. Given total shareholder return is already included in

the pay versus performance table above, Company income before income taxes is identified as our

company-selected measure. Further details on how these performance measures are used in our

incentive plans can be found in the Compensation Discussion and Analysis section.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Executive Compensation

Nominating, Compensation and Stock Option Committee Report

The compensation of the President and Chief Executive Officer of the Company is determined by the

NCSO Committee. Such Committee’s determinations regarding such compensation are based on a

number of factors including, in order of importance:

•Consideration of the operating and financial performance of the Company, primarily its income

before income taxes;

•Attainment of a level of compensation designed to retain a superior executive in a highly

competitive environment; and

•Consideration of the individual’s overall contribution to the Company.

In consultation with the President and Chief Executive Officer, the NCSO Committee develops

guidelines and reviews the compensation and performance of the other executive officers of the

Company, and sets the compensation of the executive officers of the Company and/or any

management fees paid by the Company for executive services when needed. In addition, the NCSO

Committee makes recommendations to the Board with respect to incentive-compensation plans and

equity-based plans, establishes criteria for the granting of options in accordance with such criteria

and administers such plans. The NCSO Committee reviews major organizational and staffing matters.

With respect to director compensation, the NCSO Committee designs a director compensation

package of a reasonable total value based on comparisons with similar firms and aligned with long-

term shareholder interests. Finally, the NCSO Committee reviews director compensation levels and

practices, and may recommend, from time to time, changes in such compensation levels and

practices to the Board, with equity ownership in the Company encouraged. The NCSO Committee’s

charter provides that the NCSO Committee shall have the authority to obtain advice and seek

assistance from internal and external legal, accounting and other advisors.

The NCSO Committee 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, recommended to the Board of Directors that the Compensation Discussion and Analysis

be included in this Proxy Statement.

NOMINATING, COMPENSATION AND STOCK OPTION COMMITTEE

Diane S. Casey, Chairwoman

John J. McFadden

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Audit Matters

Independent Registered Public Accounting Firm. (Proposal No. 3)

The accounting firm of Grant Thornton LLP was selected by the Audit Committee of the Board as the

Independent Registered Public Accounting Firm of the Company for the fiscal year ending

December 31, 2025. Grant Thornton LLP has no other relationship to the Company. The Board

recommends the ratification of the selection of the firm of Grant Thornton LLP to serve as the

Independent Registered Public Accounting Firm of the Company for the year ending December 31,

2025. A representative of Grant Thornton LLP, which has served as the Company’s Independent

Registered Public Accounting Firm since December 1992, will be present at the forthcoming

shareholders’ meeting with the opportunity to make a statement if so desired and such representative

will be available to respond to appropriate questions. The approval of the proposal to ratify the

appointment of Grant Thornton LLP requires the affirmative vote of a majority of the votes cast by all

shareholders represented and entitled to vote thereon. An abstention, therefore, will not have the same

legal effect as an “against” vote and will not be counted in determining whether the proposal has

received the required shareholder vote. However, brokers that do not receive instructions on this

proposal are entitled to vote for the selection of the independent registered public accounting firm.

Pre-Approval Policies and Procedures

The Audit Committee policies and procedures for the pre-approval of audit and non-audit services

rendered by our independent registered public accounting firm are reflected in the Audit Committee

Charter. The Audit Committee Charter provides that the Audit Committee shall review and pre-

approve both audit and non-audit services to be provided by the independent auditor. This duty may

be delegated to one or more designated members of the Committee with any such pre-approval

reported to the Committee at its next regularly scheduled meeting. Approval of non-audit services

shall be disclosed to investors in periodic reports required by Section 13(a) of the Exchange Act.

All services performed by our independent registered public accounting firm were pre-approved by

the Audit Committee.

The Board of Directors recommend a vote “FOR” the approval and ratification of the selection of Grant

Thornton LLP as the independent registered public accounting firm of the Company for its current

fiscal year ending December 31, 2025.

Vote Required

Approval of Proposal No. 3 requires the affirmative vote of the holders of a majority of the votes cast at

the Annual Meeting in person or by proxy and entitled to vote at the Annual Meeting. Abstentions and

broker non-votes will not have the same legal effect as an “against” vote and will not be counted in

determining whether the proposal has received the required shareholder vote.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Audit Matters

Audit Committee Report

The members of the Audit Committee from January 1, 2024 to December 31, 2024 were Messrs.

Ottaviano and Simmons, Jr. and Ms. Grant. Mr. Simmons, Jr. was the Chairman of the Audit Committee

throughout 2024. The Audit Committee met five times during the fiscal year ended December 31, 2024.

The Audit Committee is responsible for the appointment of the Independent Registered Public

Accounting Firm for each fiscal year, recommending the discharge of the Independent Registered

Public Accounting Firm to the Board and confirming the independence of the Independent Registered

Public Accounting Firm. It is also responsible for: reviewing and approving the scope of the planned

audit, the results of the audit and the Independent Registered Public Accounting Firm’s compensation

for performing such audit; reviewing the Company’s audited financial statements; and reviewing and

approving the Company’s internal accounting controls and disclosure procedures, and discussing

such controls and procedures with the Independent Registered Public Accounting Firm.

A copy of the Company’s Amended and Restated Audit Committee Charter is available on the

Company’s website at www.hcsg.com.

The Company’s Independent Registered Public Accounting Firm is responsible for auditing the financial

statements, as well as auditing the Company’s internal controls over financial reporting. The activities

of the Audit Committee are in no way designed to supersede or to alter those traditional

responsibilities. The Audit Committee’s role does not provide any special assurances with regard to the

Company’s financial statements, nor does it involve a professional evaluation of the quality of the

audits performed by the Independent Registered Public Accounting Firm.

In connection with the audit of the Company’s financial statements for the year ended December 31,

2024, the Audit Committee met with representatives from Grant Thornton LLP, the Company’s

Independent Registered Public Accounting Firm, and the Company’s internal auditors. The Audit

Committee reviewed and discussed with Grant Thornton LLP and the Company’s internal auditors, the

Company’s financial management and financial structure, as well as the matters relating to the audit

required by the Public Company Accounting Oversight Board Auditing Standards.

The Audit Committee and Grant Thornton LLP also discussed Grant Thornton LLP’s independence. In

February 2024, the Audit Committee received from Grant Thornton LLP the written disclosures and the

letter regarding Grant Thornton LLP’s independence required by Public Company Accounting Oversight

Board Rule 3526.

In addition, the Audit Committee reviewed and discussed with management the Company’s audited

financial statements for the fiscal year ended December 31, 2024, as well as management’s

assessment of internal controls over financial reporting.

Based upon the review and discussions described above, the Audit Committee recommended to the

Board of Directors, and the Board of Directors approved, that the Company’s financial statements

audited by Grant Thornton LLP, as well as the audit of the Company’s internal controls over financial

reporting be included in the Company’s Annual Report on Form 10-K for the fiscal year ended

December 31, 2024.

AUDIT COMMITTEE

Kurt Simmons, Jr., Chairman

Laura K. Grant

Dino D. Ottaviano

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Stock Ownership Information

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of March 31, 2025, regarding the beneficial ownership of

Common Stock by each person or group known by the Company to own: (i) 5% or more of the

outstanding shares of Common Stock, (ii) each director and director nominees, (iii) the Named

Executive Officers as defined in Item 402(a)(3) of Regulation S-K and (iv) all current directors and

executive officers of the Company as a group. The persons named in the table have sole voting and

investment power with respect to all shares of Common Stock owned by them, unless otherwise

noted.


Name and Beneficial Owner or Group1	Amount and Nature of Beneficial Ownership		Percent of Class2
BlackRock, Inc.3	12,561,855	4	17.2%
The Vanguard Group, Inc.3	8,629,517	5	11.8%
Royce & Associates, LP.3	4,449,396	6	6.1%
Mackenzie Financial Corp.3	4,094,897	7	5.6%
Theodore Wahl	1,055,671	8	1.4%
Andrew W. Kush	166,357	10	-	22
John C. Shea	165,557	9	-	22
Patrick J. Orr	109,702	11	-	22
Robert L. Frome	55,823	12	-	22
Dino D. Ottaviano	39,640	13	-	22
John J. McFadden	39,206	14	-	22
Diane S. Casey	36,204	15	-	22
Jude Visconto	35,205	16	-	22
Kurt Simmons, Jr.	20,410	19	-	22
Daniela Castagnino	19,202	17	-	22
Laura Grant	16,829	18	-	22
Andrew M. Brophy	3,848	20	-	22
Directors and Executive Officers as a group (16 persons)	1,899,585	21	2.6%

1.Unless otherwise indicated, the address of all persons is c/o Healthcare Services Group, Inc., 3220 Tillman Drive, Suite 300,

Bensalem, PA 19020.

2.Based on 72,916,000 shares of Common Stock outstanding at March 31, 2025.

3.The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.

The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.

The address of Royce & Associates, LP. is 745 Fifth Avenue, New York, NY 10151.

The address of Mackenzie Financial Corporation is 180 Queen Street West, Toronto, Ontario M5V 3K1.

4.According to Amendment No. 17 to Schedule 13G filed by BlackRock, Inc. on November 8, 2024, as of September 30, 2024, it

has total beneficial ownership of 12,561,855 shares. Such beneficial ownership includes sole voting power with respect to

12,252,596 shares, and sole dispositive power with respect to 12,561,855 shares.

5.According to Amendment No. 13 to Schedule 13G filed by The Vanguard Group, Inc. on February 13, 2024, as of December 31,

2023, it has total beneficial ownership of 8,629,517 shares. Such beneficial ownership includes shared voting power with

respect to 132,504 shares, sole dispositive power with respect to 8,419,967 shares and shared dispositive power with

respect to 209,550 shares.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Stock Ownership Information

6.According to Amendment No. 2 to Schedule 13G filed by Royce & Associates, LP on October 15, 2024, as of September 30,

Stock Ownership Information

2024, it has total beneficial ownership of 4,449,396 shares. Such beneficial ownership includes sole voting power with

respect to 4,449,396 shares and sole dispositive power with respect to 4,449,396 shares.

7.According to Amendment No. 6 to Schedule 13G filed by Mackenzie Financial Corporation on February 13, 2025, as of

December 31, 2024, it has total beneficial ownership of 4,094,897 shares. Such beneficial ownership includes sole voting

power with respect to 4,094,897 shares and sole dispositive power with respect to 4,094,897 shares.

8.Theodore Wahl’s beneficial ownership includes incentive stock options to purchase 14,218 shares, and non-qualified stock

options to purchase 450,355 shares, all currently exercisable, and 38,383 shares credited to Mr. Wahl’s account (but

unissued) in connection with the Company’s SERP. Additionally, it includes 77,958 and 39,389 shares held by Mr. Wahl’s wife

and children, respectively.

9.Andrew W. Kush’s beneficial ownership includes incentive stock options to purchase 17,253 shares and non-qualified stock

options to purchase 86,808 shares, all currently exercisable, and 14,824 shares credited to Mr. Kush’s account (but

unissued) in connection with the Company’s SERP.

10.John C. Shea’s beneficial ownership includes incentive stock options to purchase 16,993 shares and non-qualified stock

options to purchase 78,470 shares, all currently exercisable, and 15,750 shares credited to Mr. Shea’s account (but

unissued) in connection with the Company’s SERP.

11.Patrick J. Orr’s beneficial ownership includes incentive stock options to purchase 18,465 shares and non-qualified stock

options to purchase 47,726 shares, all currently exercisable, and 9,423 shares credited to Mr. Orr’s account (but unissued)

in connection with the Company’s SERP.

12.Robert L. Frome’s beneficial ownership includes non-qualified stock options to purchase 29,006 shares, all currently

exercisable.

13.Dino D. Ottaviano’s beneficial ownership includes non-qualified stock options to purchase 29,006 shares, all currently

exercisable.

14.John J. McFadden’s beneficial ownership includes non-qualified stock options to purchase 29,006 shares, all currently

exercisable.

15.Diane S. Casey’s beneficial ownership includes non-qualified stock options to purchase 26,004 shares, all currently

exercisable.

16.Jude Visconto’s beneficial ownership includes non-qualified stock options to purchase 25,005 shares, all currently

exercisable.

17.Daniela Castagnino’s beneficial ownership includes non-qualified stock options to purchase 9,002 shares, all currently

exercisable.

18.Laura Grant’s beneficial ownership includes non-qualified stock options to purchase 4,001 shares, all currently exercisable.

19.Kurt Simmons, Jr.s’ beneficial ownership includes 20,410 deferred stock units.

20.Andrew M. Brophy’s beneficial ownership includes 3,848 shares credited to Mr. Brophy’s account (but unissued) in

connection with the Company’s SERP.

21.Includes 971,333 shares underlying stock options granted to this group and the beneficial ownership of an executive

officer who is not considered an NEO for the purposes of this year's Proxy statement. Vikas Singh and Thomas G. Whalen

do not have any beneficial ownership as of the reporting date. All stock options reflected in the security ownership table

are currently exercisable; also includes 86,639 shares credited to the accounts of the executive officers (but unissued) in

connection with the Company’s SERP.

22.Less than 1% of the outstanding shares.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s Directors, executive officers and 10%

shareholders to file with the SEC and Nasdaq initial reports of ownership and reports of changes in

ownership of the Company’s Common Stock. Directors and executive officers are required to furnish

the Company with copies of all Section 16(a) reports which they file. Based solely on a review of forms

filed and on written representations from certain reporting persons that no Form 5 was required to be

filed, other than as indicated above, we believe our directors, executive officers and 10% beneficial

owners complied during fiscal year 2024 with all applicable Section 16(a) filing requirements in a timely

manner. The Company is not aware of any other delinquent Section 16(a) reports nor is it aware of any

known failures to file for the year ended December 31, 2024. In January 2025, one Form 4 reporting a

phantom stock award for each of Messrs. Shea, Wahl, Kush, Bundick, Orr, and Brophy were filed late.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

General Information

2025 Annual Meeting of Shareholders


Courtyard Philadelphia		May 27, 2025
3280 Tillman Drive, Bensalem, Pennsylvania 19020		10:00 a.m. Eastern Daylight Time

Who may vote?

The Record Date for the Annual Meeting is March 31, 2025. Only shareholders of record as of the close of

business on this date are entitled to vote at the Annual Meeting. You are invited to vote on the

proposals described in this Proxy Statement because you were a Healthcare Services Group, Inc.

shareholder on the Record Date, March 31, 2025. Each share of Common Stock is entitled to one vote. As

of March 31, 2025, we had 72,916,000 shares of Common Stock outstanding and entitled to vote. There is

no cumulative voting.

What constitutes a quorum?

In order to carry on the business of the Annual Meeting, we must have a quorum. The presence, in

person or by proxy, of the holders of a majority of the outstanding shares of our Common Stock is

required to constitute a quorum at the Annual Meeting.

How many votes are required to approve each proposal?

Election of Directors

The affirmative vote of a plurality of the shares of Common Stock entitled to vote and present in person

or by proxy at the Annual Meeting is required for the election to our Board of Directors of each of the

nominees for director. Shareholders do not have the right to cumulate their votes in the election of

directors.

Approval of Executive Compensation

The affirmative vote of the holders of a majority of the votes cast at the Annual Meeting in person or by

proxy and entitled to vote will be deemed to have received the non-binding approval of Proposal No. 2.

An abstention, therefore, will not have the same legal effect as an “against” vote and will not be

counted in determining whether the proposal has received the required shareholder vote.

Ratification of Independent Registered Public Accounting Firm

The affirmative vote of the holders of a majority of the votes cast at the Annual Meeting in person or by

proxy and entitled to vote is required for approval of Proposal No. 3. An abstention, therefore, will not

have the same legal effect as an “against” vote and will not be counted in determining whether the

proposal has received the required shareholder vote.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

General Information

How are votes counted?

You may either vote ‘FOR’ or ‘WITHHOLD’ authority to vote for each nominee for election to the Board.

You may vote ‘FOR,’ ‘AGAINST’ or ‘ABSTAIN’ on Proposal No. 2 and Proposal No. 3. Abstentions will be

counted as present for purposes of determining the existence of a quorum, but will have no effect on

the vote of the particular proposal. If you sign and submit a proxy card without voting instructions, your

shares will be voted ‘FOR’ each director nominee, ‘FOR’ Proposal No. 2 and Proposal No. 3 and ‘FOR’ or

‘AGAINST’ any other proposal as recommended by the Board.

What is a broker non-vote?

If shareholders do not give their brokers instructions as to how to vote shares held in street name, the

brokers have discretionary authority to vote those shares on ‘routine’ matters, such as the ratification

of the independent registered public accounting firm, but not on ‘non-routine’ proposals, such as the

election of directors and the advisory vote regarding executive compensation. As a result, if you hold

your shares in street name and do not provide voting instructions to your broker, your shares will not be

voted on any proposal on which your broker does not have discretionary authority to vote. Shares held

by brokers who do not have discretionary authority to vote on a particular matter and who have not

received voting instructions from their customers will be counted as present for the purpose of

determining whether there is a quorum at the Annual Meeting, but will not be counted or deemed to be

present in person or by proxy for the purpose of determining whether our shareholders have approved

that matter. As each of Proposals 2 and 3 require the affirmative approval of a majority of the of the

votes cast in person or by proxy and entitled to vote, broker non-votes will have no effect, as such

votes are not cast.

How to Vote

You may vote in person at the Annual Meeting or by proxy. We recommend that you vote by proxy even

if you plan to attend the Annual Meeting. You can always change your vote at the Annual Meeting.

How Proxies Work

Our Board is asking for your proxy. Giving us your proxy means you authorize us to vote your shares at

the Annual Meeting in the manner you direct. Proxies submitted will be voted by the individuals named

on the proxy card in the manner you indicate. If you give us your proxy but do not specify how you want

your shares voted, they will be voted in accordance with the Board’s recommendations.

You may receive more than one proxy or voting card depending on how you hold your shares. If you

hold shares through someone else, such as a stockbroker, you may get materials from them asking

how you want to vote. The latest proxy card we receive from you will determine how we will vote your

shares.

Revoking a Proxy

A proxy may be revoked by delivery of a written statement to the Secretary of the Company stating

that the proxy is revoked, by a subsequent proxy executed by the person executing the prior proxy and

presented to the Annual Meeting or by voting in person at the Annual Meeting.

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

General Information

Attending in Person

Only shareholders, their proxy holders and our invited guests may attend the Annual Meeting. For

security purposes, all persons attending the Annual Meeting must bring photo identification. If you wish

to attend the Annual Meeting in person but you hold your shares through someone else, such as a

stockbroker, you must bring proof of your ownership to the Annual Meeting. For example, you could

bring an account statement showing that you owned shares of the Company’s Common Stock as of

the Record Date as acceptable proof of ownership.

Expenses; Proxy Solicitation

The Company is soliciting your vote at our Annual Meeting. All expenses in connection with this

solicitation will be borne by the Company. It is expected that solicitation will be made primarily by mail,

but regular employees or representatives of the Company may also solicit proxies by telephone,

facsimile, email or in person, without additional compensation, except for reimbursement of out-of-

pocket expenses.

Why did I receive a “Notice Regarding the Availability of Proxy Materials” instead of a full set of proxy

materials?

We are furnishing proxy materials to our stockholders primarily via “Notice and Access” delivery

pursuant to SEC rules. On April 14, 2025, we mailed to our stockholders (other than those who previously

requested a printed set) a “Notice Regarding the Availability of Proxy Materials” containing instructions

on how to access the proxy materials via the Internet. Utilizing this method of proxy delivery expedites

receipt of proxy materials by our stockholders, reduces the cost of producing and mailing the full set of

proxy materials and helps us contribute to sustainable practices. If you receive a Notice by mail, you

will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on

how to access the proxy materials and vote over the Internet. If you received a Notice by mail and

would like to receive paper copies of our proxy materials in the mail, you may follow the instruction in

the Notice for making this request. The Notice also contains instructions on how you may request to

receive an electronic copy of our proxy materials by email.

Deadline for Shareholder Proposals

Under our Third Amended and Restated By-laws, a shareholder who wishes to nominate an individual

for election to the Board of Directors directly at an annual meeting, or to propose any business to be

considered at an annual meeting, must deliver advance notice of such nomination or business to the

Company. The shareholder must be a shareholder as of the date the notice is delivered and at the

time of the annual meeting and must be entitled to vote at the meeting. The notice must be in writing

and contain the information specified in our Third Amended and Restated By-laws for a director

nomination or other business. With respect to the 2026 annual meeting, such notice must be delivered

to, or mailed and received by, the Secretary of the Company at the principal executive offices at 3220

Tillman Drive, Suite 300, Bensalem, PA 19020 no later than the close of business on December 15, 2025

(the 120th day prior to the first anniversary of the mailing date of the proxy statement for the preceding

year’s annual meeting). Shareholders who desire to present a proposal to be included in our proxy

statement for our 2026 annual meeting must submit the proposal to us no later than December 15,

2025 and must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act. Any such

proposal must be sent in writing to the Secretary of the Company at the principal executive offices at

3220 Tillman Drive, Suite 300, Bensalem, PA 19020. In addition to the notice and information

requirements contained in our Third Amended and Restated By-laws, to comply with the universal

proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our

nominees must provide notice that sets forth the information required by Rule 14a-19 under the

Exchange Act no later than March 28, 2026 (the 60th day prior to the first anniversary of the annual

meeting for the preceding year’s annual meeting).

HEALTHCARE SERVICES GROUP | PROXY STATEMENT 2025

Additional Information

Certain Relationships and Transactions with Related Parties

The Company’s Audit Committee is responsible for reviewing and approving all related party

transactions involving the Company and any director, executive officer, other employee or family

member thereof. The Audit Committee does not have a formal written policy which sets forth its

policies and procedures with respect to reviewing a related party transaction. The Audit Committee,

however, will not approve any transaction unless the transaction is on terms comparable to those

available to unaffiliated third parties and have terms reasonably expected to benefit the Company.

Matthew J. McKee, MBA, the brother-in-law of Theodore Wahl, joined the Company in 2004 and is

currently employed by the Company as Chief Communications Officer. During 2024, Mr. McKee earned

total compensation for such service of approximately $770,000, consisting of $364,000 in base salary,

$47,000 of incentive compensation, $258,000 of stock awards, $65,000 in option awards, nothing in non-

qualified deferred compensation earnings and $36,000 of other compensation. The Audit Committee

believes that the compensation paid to Mr. McKee is comparable to the compensation the Company

would pay to a non-relative employee in a similar position.

Other Matters

So far as is now known, there is no business other than that described above to be presented for action

by the shareholders at the Annual Meeting, but it is intended that the proxies will be exercised upon any

other matters and proposals that may legally come before the Annual Meeting, or any adjournment or

postponement thereof, in accordance with the discretion of the persons named therein.


o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material Pursuant to §240.14a-12

HEALTHCARE SERVICES GROUP, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
þ		No fee required.
o		Fee paid previously with preliminary materials.
o		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


Notice of Annual Meeting of Shareholders	2
Company Overview	4
Directors, Executive Officers and Corporate Governance	12
Proposal No. 1 - Election of Directors	13
Healthcare Services Group, Inc. Board of Directors	14
Board Qualifications	17
Board Committees	19
Board Leadership	21
Directors’ Compensation and Fees	21
Code of Ethics and Business Conduct	23
Board Role in Risk Oversight	23
Cybersecurity	24
Procedures for Contacting Directors	24
Non-Director Executive Officers	25
Executive Compensation	27
Proposal No. 2 - Advisory Vote on Executive Compensation	28
Compensation, Discussion & Analysis	29
Summary Compensation Table	40
Grant of Plan-Based Awards	41
Outstanding Equity Awards	42
Option Exercise and Stock Vested	43
Non-Qualified Deferred Compensation	44
Pay Ratio Disclosure	44
Nominating, Compensation and Stock Option Committee Report	50
Compensation Committee Interlocks and Insider Participation	51
Audit Matters	52
Proposal No. 3 - Independent Registered Accounting Firm	53
Principal Accountant Fees and Services	54
Audit Committee Report	55
Stock Ownership Information	56
Security Ownership of Certain Beneficial Owners and Management	57
Delinquent Section 16(a) Reports	58
General Information	59
Additional Information	63
Certain relationships and transactions with related parties	64
Other Matters	64
Annual Report	65


	2024	2023
Audit fees 1	$1,285,000	$1,305,000
Audit-related fees	—	—
Tax fees	—	—
All other fees	—	—
	$1,285,000	$1,305,000