Daniela Castagnino
HEALTHCARE SERVICES GROUPAbout Daniela Castagnino
Independent director at Healthcare Services Group, Inc. since 2018; age 50 as of the 2025 proxy. Background includes more than ten years as an Information Specialist at the United Spinal Association and prior international consulting roles with Lazos Profesionales Asociación Civil and the Inter-American Development Bank. Core credentials highlighted by HCSG include industry and operational experience, with a patient advocacy perspective beneficial to HCSG’s customer base.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Spinal Association | Information Specialist | “more than the past ten years” (as of 2025 proxy) | Patient advocacy perspective aligned to vulnerable populations served by HCSG; adds insight into non-governmental/not-for-profit customer segments supporting growth strategy. |
| Lazos Profesionales Asociación Civil | International Consultant | Prior role | Brings non-profit/governance perspective. |
| Inter-American Development Bank | International Consultant | Prior role | International development experience. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | The proxy biography does not disclose other current public company directorships. |
Board Governance
- Independence: Identified by HCSG as an independent director under Nasdaq rules.
- Committees: Member, Environmental, Social & Governance (ESG) Committee; ESG met four times in fiscal 2024.
- Attendance: In 2024, each Board member attended or participated in at least 75% of aggregate Board and applicable committee meetings; Board met four times in 2024.
- Board skills matrix: Marked for Industry and Operational expertise; indicated as independent.
- Engagement signal (shareholder vote): 2025 annual meeting—Votes For: 64,877,904; Votes Withheld: 660,900; Broker Non-Votes: 3,729,474.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $10,000 | $10,000 |
| Equity – Deferred Stock Unit (DSU) Awards (grant-date fair value) | $40,002 | $40,001 |
| Total | $50,002 | $50,001 |
- Directors’ fee structure: Quarterly retainer; Board Chair and Audit Chair: $15,000 per quarter; non-chair Audit members: $7,500; NCSO members: $3,750; directors not on Audit or NCSO: $2,500 per quarter. Directors may elect fully vested DSUs in lieu of cash retainers.
- Context: As an ESG Committee member and not on Audit/NCSO, her $10,000 FY 2024 cash aligns to $2,500 per quarter.
Performance Compensation
| Element | Terms | Metrics |
|---|---|---|
| Annual DSU grant | Vests in one year from grant date; shares delivered upon earliest of five-year anniversary of grant, death, disability, separation from Board, or change of control. | No performance metrics disclosed for director equity; time-based vesting only. |
| Change-of-control treatment | Company’s 2020 Plan uses double-trigger vesting upon change in control (awards vest if not assumed or if assumed and participant is later terminated/resigns for good reason). | Structural governance safeguard; no financial/ESG targets tied to director DSUs. |
| Clawback policy | Adopted for executive officers per Nasdaq/SEC rules (oversight by NCSO Committee), not specified for directors. | Executive-only scope; not applicable to director compensation metrics. |
Other Directorships & Interlocks
- Proxy disclosures for Castagnino do not list other current public company board seats.
- Compensation Committee interlocks: None—NCSO Committee reported no interlocks or related transactions for FY 2024.
Expertise & Qualifications
- Industry and operational experience; patient advocacy perspective from healthcare services/non-profit work; insight into customer segments aligned to HCSG’s growth strategy.
- Listed as independent in Board skills matrix.
Equity Ownership
| As of | Beneficial Ownership (Shares) | Noted Components |
|---|---|---|
| March 31, 2025 | 19,202 | Includes currently exercisable options to purchase 9,002 shares as of Dec 31, 2024. |
- Shares outstanding (context): 72,916,000 as of March 31, 2025 (company-wide).
- Pledging/hedging: No director-specific pledging/hedging disclosures noted in proxy; Insider Trading Policy applies to all directors.
Insider Trades (Section 16)
| Date | Type | Shares | Price | Value | Source |
|---|---|---|---|---|---|
| May 27, 2025 | Stock Award (Grant) – DSU | 2,806 | $14.26 | $40,014 |
- Section 16 compliance: Company states directors/officers complied in FY 2024; a January 2025 late Form 4 was noted for certain officers (phantom stock awards); no director delinquencies identified for FY 2024.
Governance Assessment
- Board effectiveness and independence: Castagnino is one of a majority-independent Board; ESG Committee focus and meeting cadence indicate ongoing oversight on sustainability and stakeholder matters.
- Alignment and pay structure: Modest cash retainer consistent with committee roles; annual time-based DSUs vest in one year with deferred delivery and double-trigger change-of-control, aligning director equity to long-term retention without performance metrics—neutral for pay-for-performance.
- Ownership/signal: Beneficial ownership of 19,202 shares (including 9,002 vested options) and routine DSU grants support baseline alignment; 2025 vote support was strong (64.88M for, 661K withheld).
- Conflicts/related party exposure: No related-party transactions disclosed involving Castagnino; Audit Committee reviews all related-party transactions, and NCSO reported no interlocks.
- RED FLAGS: None specifically identified for Castagnino in proxy disclosures (no attendance issues, no related-party ties, no option repricing, no pledging/hedging noted).