Suzanne Snapper
ENSIGN GROUPAbout Suzanne Snapper
Suzanne D. Snapper is Chief Financial Officer, Executive Vice President, and a director of The Ensign Group (ENSG). She joined Ensign in April 2007 as Vice President of Finance and has served as CFO since August 2009; she has been a board member since 2022. Age 51, her background includes leading finance, IT, tax, internal controls, investor relations, managed care, treasury, and risk management, and spearheading strategic transactions including the CareTrust REIT (CTRE) spin-off (2014), Pennant Group (PNTG) spin-off (2019), and the formation of Standard Bearer REIT (2022) . Company performance indicators cited in ENSG’s proxy highlight sustained value creation: a $100 investment in 2019 grew to $296.63 by 2024 vs $157.80 for peers, and Net Income rose to $297.9M, Adjusted EBT to $428.0M in 2024 . Over 2019–2024, total revenue increased by $2.2B (+109.2%, ~15.9% CAGR) and diluted EPS grew $3.48 (~25.6% CAGR) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Ensign Group | Vice President of Finance | 2007–2009 | Built finance infrastructure across accounting, IT, tax, controls; supported growth |
| The Ensign Group | Chief Financial Officer, EVP | 2009–present | Led finance for spin-offs CTRE (2014) and PNTG (2019); formed Standard Bearer REIT (2022); portfolio optimization |
External Roles
No external public-company directorships or committee roles for Ms. Snapper are disclosed in the proxy beyond her ENSG board service .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 415,236 | 427,693 | 440,524 |
| All Other Compensation ($) | 6,736 | 7,234 | 7,717 |
| Perquisites detail (FY 2024) | — | — | Term life/AD&D $1,042; 401(k) match $1,725; Deferred Comp match $4,950 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Executive Incentive (Adjusted EBT-driven bonus pool; clinical & governance modifiers) | Discretionary allocation by Comp Committee | 2024 lowest target boundary increased 10% vs 2023; formula adjusts thresholds and pool for +/- performance; excludes $2.1M state relief | 2024 Bonus Pool: $48.8M (pre reductions); $30.8M after allocation of $18.0M to other employees/charity | $5,978,058 (cash allocation to Snapper) | 75% cash / 25% fully vested stock when pool > stated amount; 2024 stock bonus grant: $1,583,326, one-year transfer restriction |
| Restricted Stock (2024) | N/A | Bonus shares (in lieu of cash for 2023 performance) | 10,495 shares granted 2/6/2024, fully vested on grant | Grant-date fair value $1,234,002 | Fully vested on grant |
| Time-vesting RSU (2024) | N/A | Five-year ratable vest | 4,800 shares granted 11/6/2024 | Grant-date fair value $686,400 | Vests 20% annually on first five anniversaries |
| Stock Options (2024) | N/A | Five-year ratable vest; 10-year term | 12,000 options at $143 strike, 11/6/2024 grant | Grant-date fair value $784,524 | Vests 20% annually starting 1st anniversary; expire 11/6/2034 |
Multi-Year Compensation Mix
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards | 1,506,637 | 1,670,082 | 2,283,346 |
| Option Awards | 394,475 | 2,758,812 | 784,524 |
| Non-Equity Incentive (Cash Bonus) | 4,641,419 | 4,913,346 | 5,978,058 |
| Total Compensation | 6,964,503 | 9,777,167 | 9,494,169 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 405,557 shares; <1% of outstanding |
| Breakdown | 59,015 shares via Eric & Suzanne Snapper Family Trust; 269,061 direct; 77,481 options currently exercisable within 60 days |
| Shares Outstanding Base | 57,626,065 shares outstanding (3/20/2025) |
| Options & RSUs Outstanding (as of 12/31/2024) | Options: exercisable 10,618 (2015, $21.39), 8,258 (2016, $15.93), 8,258 (2017, $15.80), 17,697 (2019, $45.34), 4,000 (2020, $44.84), 6,750 (2021, $82.20), 4,500 (2022, $80.60), 2,500 (2/7/2023, $89.86), 2,400 (5/18/2023, $90.85), 7,600 (11/2/2023, $98.83), 12,000 (11/6/2024, $143.00 unexercisable initially); RSUs unvested: 400 (2020), 1,800 (2021), 2,700 (2022), 3,840 (5/18/2023), 4,800 (11/6/2024); RSU market values shown in proxy (e.g., $637,728 for 2024 grant) |
| Hedging/Pledging | Hedging/monetization transactions prohibited for directors/officers; awards generally non-transferable and cannot be pledged; pledging of common stock not separately disclosed |
| Ownership Guidelines | Non-employee directors must maintain at least 33% of cumulative quarterly stock grants; employee directors (e.g., CFO) receive no additional director compensation or automatic stock grants |
Employment Terms
- Severance and Change-in-Control: No individual severance or change-in-control payment arrangements for NEOs; plan administrator may accelerate equity vesting in certain transactions per plan terms .
- Clawback: SEC- and Nasdaq-compliant policy covers recovery of erroneously awarded incentive-based compensation upon restatement; awards subject to company clawback policy and unilateral amendment to comply .
- Deferred Compensation: Non-qualified DCP allows deferral of base and up to 100% of eligible bonus; 2024 contributions and balances for Ms. Snapper below .
| DCP (FY 2024) | Executive Contributions ($) | Company Contribution ($) | Aggregate Gains ($) | Withdrawals ($) | Balance 12/31/2024 ($) |
|---|---|---|---|---|---|
| Suzanne D. Snapper | 1,436,100 | 4,950 | 465,897 | 5,105 | 6,099,585 |
- Non-compete/Non-solicit: “Cause” definition includes breach of noncompetition/confidentiality or restrictive covenants; explicit durations/scopes not disclosed .
- Tax/Treatment: Section 162(m) $1M deductibility limit noted; Section 409A and Section 280G implications addressed in plan summary .
Board Governance
| Attribute | Detail |
|---|---|
| Board Service | Director since 2022; serves on Quality Assurance & Compliance Committee |
| Committee Roles | Quality Assurance & Compliance Committee member (oversight of compliance systems, audits, training, corporate compliance program) |
| Independence | As CFO, not an independent director (independence noted for non-employee committee members) |
| Meeting Attendance | Board met 5 times in 2024; all directors attended ≥75% of Board and committee meetings; executive sessions held without management |
| Director Compensation | Executive Chairman, CEO, and CFO directors receive no additional pay for board service (compensation disclosed in NEO section) |
Director Compensation (Context for dual role)
| Item | Cash Retainer | Committee Chair/Member Retainers | Equity |
|---|---|---|---|
| Non-employee directors (2024) | $30,000 annual retainer | Audit Chair $30k/Member $10k; QAC Chair $30k/Member $6k; Nominating Chair $12k/Member $2k; Compensation Chair $15k/Member $3k | Quarterly restricted stock grants vest over 3 years; additional Standard Bearer awards vest over 5 years |
| Employee directors (e.g., CFO) | No additional compensation for director service | N/A | N/A |
Dual-role implications: As CFO and director, Ms. Snapper is not independent and participates in Quality Assurance & Compliance oversight, while compensation decisions are made by an independent Compensation Committee (Chair Swati Abbott; members Barry Smith, Daren Shaw) with external validation (Willis Towers Watson) and 97.7% say-on-pay support in 2024, mitigating typical dual-role governance concerns .
Compensation Committee Analysis
- Committee Composition: Independent directors (Chair Swati B. Abbott; members Barry M. Smith, Daren J. Shaw); 6 meetings in FY 2024 .
- Consultant: Willis Towers Watson engaged for peer analysis and program validation; no conflict identified .
- Peer Group for benchmarking: National Healthcare Corporation, Amedisys, Encompass Health, LTC Properties, Omega Healthcare Investors, Welltower, Select Medical Holdings, CareTrust REIT, PACS Group, National Health Investors .
- Pay vs Performance: Most important measures were Adjusted EBT, Adjusted EBITDA, Adjusted EBITDAR; CAP/TSR relationships disclosed per PvP rules .
Say-on-Pay & Shareholder Feedback
| Year | Approval % | Notes |
|---|---|---|
| 2024 | 97.7% approval of NEO compensation program; Board to hold advisory vote annually |
Equity Awards and Vesting Schedules (Outstanding at 12/31/2024)
| Grant | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Unvested RSU (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|
| 7/30/2015 Option | 10,618 | — | 21.39 | 7/30/2025 | — | — |
| 8/31/2016 Option | 8,258 | — | 15.93 | 8/31/2026 | — | — |
| 5/25/2017 Option | 8,258 | — | 15.80 | 5/25/2027 | — | — |
| 5/30/2019 Option | 17,697 | — | 45.34 | 5/30/2029 | — | — |
| 5/28/2020 Option/RSU | 4,000 | 1,000 | 44.84 | 5/28/2030 | 400 | 53,144 |
| 5/27/2021 Option/RSU | 6,750 | 4,500 | 82.20 | 5/27/2031 | 1,800 | 239,148 |
| 5/26/2022 Option/RSU | 4,500 | 6,750 | 80.60 | 5/26/2032 | 2,700 | 358,722 |
| 2/7/2023 Option | 2,500 | 10,000 | 89.86 | 2/7/2033 | — | — |
| 5/18/2023 Option/RSU | 2,400 | 9,600 | 90.85 | 5/18/2033 | 3,840 | 510,182 |
| 11/2/2023 Option | 7,600 | 30,400 | 98.83 | 11/2/2033 | — | — |
| 11/6/2024 Option/RSU | — | 12,000 | 143.00 | 11/6/2034 | 4,800 | 637,728 |
Vesting policy: Options vest in equal annual installments (20% per year) over five years; RSUs vest in five equal installments on the first five anniversaries of the grant date unless otherwise specified .
2024 realizations: Ms. Snapper had 14,855 shares vest (value $1,752,614) and reported no option exercises in 2024 .
Standard Bearer REIT Equity
- 2024 Standard Bearer restricted stock awards to Ms. Snapper: $13,620; awards vest 20% per year over five years; participants have annual 15-day put right window to sell vested shares back to Standard Bearer; awards remain subject to holding period and restrictions post-employment .
Compensation Structure Analysis
- Cash vs Equity Mix: 2024 stock awards decreased vs 2023 while cash bonus increased; options reverted to regular 2024 grant after elevated 2023 option grant values, maintaining long-term alignment .
- Shift in Instruments: ENSG consistently uses stock options and time-vested RSUs; no option repricing permitted without shareholder approval (shareholder-friendly) .
- Bonus Pool Tightening: Lowest target increased by 10% in 2024; pool subject to downward adjustments and exclusions; allocation partially redirected to broader employees and charity (37% reduction) .
- Clawback & Hedging: Formal clawback policy and hedging prohibition support alignment and reduce risk-taking .
Related Party Transactions
None disclosed in the cited sections for Ms. Snapper; Audit Committee reviews related person transactions as part of its charter .
Expertise & Qualifications
- Credentials: Extensive public-company finance leadership; led spin-offs and REIT formation; breadth across finance, IT, governance .
- Board Qualification: Quality Assurance & Compliance oversight experience; contributes to clinical compliance and governance frameworks .
Equity Ownership & Director Service Guidelines
- Employee director status; no additional director compensation; non-employee director stock ownership minimum (33% of cumulative grants) does not apply to employee directors .
Investment Implications
- Pay-for-performance alignment appears robust: bonuses driven by Adjusted EBT with clinical/governance overlays, ratcheting targets, clawback, and high shareholder support (97.7% say-on-pay) reduce governance risk premium .
- Retention risk mitigated by significant unvested equity and DCP balance ($6.10M), with five-year vest schedules and option overhang creating multi-year alignment; hedging prohibited .
- Trading signals: Annual vesting tranches and potential option exercise windows may be relevant for monitoring insider selling pressure; 2024 showed RSU vesting without option exercises by Ms. Snapper . Option strikes spanning $15.80–$143.00 create a layered incentive structure; absence of repricing reduces opportunistic risk .
- Governance: Dual role (CFO + director) is balanced by independent Compensation Committee and strong formal controls; committee benchmarking to healthcare/REIT peers suggests compensation inflation risk is monitored .