Chad Keetch
ENSIGN GROUPAbout Chad Keetch
Chad A. Keetch (age 47) is Chief Investment Officer, Executive Vice President, and Secretary of The Ensign Group, Inc. (ENSG), roles he assumed on May 30, 2019 after serving as EVP and Secretary since June 1, 2014; prior roles include VP of Acquisitions and Business Legal Affairs and Assistant Secretary (2010–2014) . He holds a B.A. in Economics (BYU) and a J.D./MBA (The Ohio State University) . During his tenure, ENSG expanded from 62 skilled nursing facilities in 2010 to over 340 operations and completed over 150 real estate purchases; Keetch led M&A, spin-offs (CareTrust REIT in 2014; The Pennant Group in 2019), capital markets transactions, and now also serves as President of Standard Bearer Healthcare REIT, Inc. (since 2022) . Company performance has been strong: FY2024 consolidated revenue reached an all‑time high, up 14.2% y/y, with five‑year revenue CAGR of 15.9% and diluted EPS CAGR of 25.6%; same-facility occupancy increased to 81.3% and cash from operations was $347.2 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ENSG | VP, Acquisitions & Business Legal Affairs; Assistant Secretary | 2010–2014 | Led expansion via acquisitions; governance and legal support for growth |
| Stoel Rives LLP | Transactional Attorney | 2008–2010 | Advised on M&A, PE, LBOs, capital markets; governance issues |
| Kirkland & Ellis LLP | Transactional Attorney | 2005–2008 | Executed PE, M&A, LBO transactions; capital markets/governance expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Standard Bearer Healthcare REIT, Inc. | President | 2022–present | Leads real estate segment; designs incentive plan; supports portfolio growth |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $376,991 | $388,301 | $399,950 |
| All Other Compensation ($) | $8,555 | $8,198 | $12,284 |
2024 perquisites detail:
- Term life/AD&D insurance: $609
- Deferred Compensation Plan match: $4,950
- Third-party tax services: $6,725
Performance Compensation
Annual Incentives and Equity Outcomes (2024)
| Component | FY 2024 |
|---|---|
| Cash incentive (Non-Equity Incentive Plan Compensation) ($) | $3,949,157 |
| Bonus paid in fully vested stock ($) | $1,045,988 (one-year transfer restriction) |
| Plan performance metrics | Adjusted EBT plus clinical (compliance, readmission rates, CMS five-star) and governance (succession, culture, ESG) goals; committee discretion |
| Clawback policy | Recovery enabled for incentive comp tied to financial reporting measures upon restatement |
2024 executive bonus pool formula:
| Adjusted Annual EBT Bands (2024) | Bonus Pool Rate |
|---|---|
| ≤ $44.0 million | $0 |
| $44.0–$54.0 million | 2.5% of band |
| $54.0–$64.0 million | 5.0% of band |
| $64.0–$74.0 million | 7.5% of band |
| $74.0–$89.0 million | 10.0% of band |
| $89.0–$119.0 million | 12.5% of band |
| > $119.0 million | 15.0% of excess |
Pool adjustments and allocation highlights (2024):
- Excluded $2.1 million state relief funds from distribution; pool calculated at $48.8 million .
- Allocated $18.0 million to other employees and Insignia Pathways; net pool $30.8 million .
- Executive pool paid 75% cash / 25% vested stock above a $5.0 million threshold .
Long‑Term Equity Awards Granted (2024)
| Grant Date | Award Type | Quantity (#) | Strike Price ($) | Vesting | Fair Value ($) |
|---|---|---|---|---|---|
| 11/6/2024 | Restricted Stock (RSUs) | 3,800 | — | 20% annually over 5 years | $543,400 |
| 11/6/2024 | Stock Options | 9,500 | 143.00 | 20% annually over 5 years | $621,082 |
| 2/6/2024 | Bonus Stock (for 2023 plan; fully vested) | 6,933 | — | Fully vested on grant | $815,182 (value recorded to 2023 plan) |
Option Exercises and Stock Vested (2024)
| Metric | 2024 |
|---|---|
| Options exercised (shares) | 27,134 |
| Value realized on exercise ($) | $2,803,041 |
| RSUs vested (shares) | 10,133 |
| Value realized on vesting ($) | $1,195,885 |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 138,138 |
| Ownership as % of shares outstanding | <1% (asterisk) |
| Options exercisable within 60 days (#) | 39,298 |
| Hedging policy | Directors/officers/insider employees prohibited from hedging |
| Pledging | Awards may not be pledged/encumbered; no explicit executive common share pledging policy disclosed |
| Stock ownership guidelines (executives) | Not disclosed; bonus stock must be held 1 year; directors must hold ≥33% of cumulative grants |
Outstanding equity awards at FY2024 year‑end (Keetch):
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | Market Value of Unvested RSUs ($) |
|---|---|---|---|---|---|---|
| 5/30/2019 | 11,798 | — | 45.34 | 5/30/2029 | — | — |
| 5/28/2020 | 4,000 | 1,000 | 44.84 | 5/28/2030 | 400 | $53,144 |
| 5/27/2021 | 4,500 | 3,000 | 82.20 | 5/27/2031 | 1,200 | $159,432 |
| 5/26/2022 | 3,200 | 4,800 | 80.60 | 5/26/2032 | 1,920 | $255,091 |
| 2/7/2023 | 2,500 | 10,000 | 89.86 | 2/7/2033 | — | — |
| 5/18/2023 | 1,900 | 7,600 | 90.85 | 5/18/2033 | 3,040 | $403,894 |
| 11/2/2023 | 7,000 | 28,000 | 98.83 | 11/2/2033 | — | — |
| 11/6/2024 | — | 9,500 | 143.00 | 11/6/2034 | 3,800 | $504,868 |
Deferred compensation (DCP) status (2024):
| Item | Amount ($) |
|---|---|
| Executive contributions | $789,831 |
| Company contribution | $4,950 |
| Aggregate gains | $155,528 |
| Aggregate balance (12/31/2024) | $3,565,161 |
Employment Terms
- No employment agreements providing severance or change‑in‑control cash benefits for NEOs; equity plan administrator retains authority to accelerate vesting in certain circumstances subject to plan terms .
- Equity plan permits accelerated vesting upon change‑in‑control or certain transactions; no repricing of options/SARs without shareholder approval .
- Clawback: Company may recoup erroneously awarded incentive‑based compensation tied to financial reporting measures upon restatement .
- Insider trading policy prohibits hedging; awards generally non‑transferable and cannot be pledged/encumbered; options/RSUs vest 20% per year over five years .
- Related party transactions: None >$120,000 reported since Jan 1, 2024, outside of normal compensation .
- Say‑on‑pay support: 97.7% approval at 2024 Annual Meeting .
Investment Implications
- Pay‑for‑performance alignment: Annual incentives driven by Adjusted EBT with explicit tiered rates, supplemented by clinical and governance metrics; sizable at‑risk equity grants with five‑year vesting reinforce long‑term focus .
- Insider selling pressure: 2024 exercises of 27,134 options (value realized $2.80M) and RSU vesting (10,133 shares; $1.20M) indicate potential supply around vest/exercise windows; monitor upcoming option vest tranches (2025–2029) for additional flow .
- Retention and change‑in‑control risk: Absence of severance/CIC cash benefits reduces shareholder liabilities but could elevate retention risk versus peers with protective packages; acceleration discretion under the plan may mitigate equity loss on transactions .
- Alignment and governance: Meaningful personal ownership (138,138 shares; <1%) plus one‑year hold on bonus stock and hedging prohibition support alignment; no explicit pledge of common shares disclosed; strong say‑on‑pay support and independent comp committee using external benchmarking (Willis Towers) .
- Peer benchmarking and pay mix: Base salaries managed at lower end vs peers with total comp above median; large variable component implies sensitivity to performance; continue tracking Adjusted EBT and CMS quality metrics embedded in annual incentives .