Diane S. Casey
HEALTHCARE SERVICES GROUPAbout Diane S. Casey
Independent director of Healthcare Services Group, Inc. since 2011; age 71. Retired Clinical Nursing Coordinator (Endoscopy) at Huntingdon Valley Surgery Center (AAAHC-accredited), with over five years in the role prior to retiring in 2018; previously held surgical nursing and management roles at Holy Redeemer Health Systems . Skills noted by HCSG: Industry and Operational; serves as Chairwoman of the Nominating, Compensation and Stock Option (NCSO) Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Huntingdon Valley Surgery Center (AAAHC-accredited) | Clinical Nursing Coordinator, Endoscopy | 5+ years; retired in 2018 | Direct patient care leadership perspective brought to HCSG board |
| Holy Redeemer Health Systems | Surgical nursing and management positions | Not disclosed (prior to 2018) | Patient care and operational insight informing board discussions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships or committee roles disclosed in proxy |
Board Governance
- Independence: Classified as independent under Nasdaq rules; majority of the Board, including Casey, is independent .
- Committee leadership: Chairwoman, Nominating, Compensation & Stock Option Committee (NCSO) .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; Board met 4 times and took one unanimous written consent .
- Committee activity: Audit Committee met 5 times; ESG Committee met 4 times; NCSO Committee met once in 2024 .
- Board leadership: Independent Chairman of the Board (Jude Visconto) presides over executive sessions without management .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Fees earned or paid in cash | $15,000 | FY2024 aggregate director cash compensation |
| Committee retainer policy | NCSO members: $3,750 per quarter | Chairman of Board: $15,000 per quarter; Audit Committee Chair: $15,000 per quarter; non-chair Audit members: $7,500 per quarter; directors not on committees: $2,500 per quarter |
Performance Compensation
| Component | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|
| Deferred Stock Unit (DSU) awards | $40,001 | DSUs vest in 1 year; shares delivered at the earlier of 5-year anniversary, death/disability/separation, or change of control per the 2020 Plan | Directors may elect to receive retainers in fully vested DSUs equal in value to quarterly cash payments |
| Director performance metrics | None disclosed | — | Director pay appears time-based (DSUs) with no performance targets disclosed |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation Committee interlocks | None; no NCSO member served on another entity’s compensation committee in 2024 |
| Related transactions involving NCSO members | None requiring Item 404 disclosure in 2024 |
Expertise & Qualifications
- Industry and operational expertise from clinical roles in healthcare services, contributing a patient care perspective alongside operational guidance to HCSG’s Board .
- As NCSO Chair, oversees executive compensation, governance policies, director nominations, and administration of equity plans, with authority to engage independent advisors .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (incl. options exercisable within 60 days) | 36,204 shares; <1% of outstanding | |
| Options held (currently exercisable) | 26,004 shares | |
| Hedging policy | Officers and non-employee directors prohibited from hedging Company stock; insider trading black-out periods in effect | |
| Ownership as % of shares outstanding | Less than 1% (based on 72,916,000 shares outstanding at 3/31/2025) |
Say-on-Pay & Shareholder Feedback
| Item | 2024 | 2025 |
|---|---|---|
| Say-on-Pay votes | For: 57,180,282; Against: 5,759,554; Abstain: 154,061; Broker non-votes: 3,956,176 | For: 61,465,759; Against: 3,905,178; Abstain: 167,867; Broker non-votes: 3,729,474 |
| Board/Committee response | Approx. 91% of votes cast approved 2024 say-on-pay; NCSO considered feedback in design, including continued use of PSUs |
Governance Assessment
- Strengths:
- Independent director with healthcare operations experience; chairs NCSO overseeing compensation, nominations, and equity plans, supporting pay-for-performance alignment and governance rigor .
- Attendance thresholds met; active committee cadence indicates engagement (Audit 5x, ESG 4x, NCSO 1x) .
- Modest cash fees ($15,000) and equity via DSUs ($40,001 fair value) align director pay with shareholder outcomes; DSU vesting and payout conditions reinforce long-term alignment .
- Anti-hedging policy and insider trading controls strengthen alignment and compliance .
- Strong shareholder support for executive compensation in 2024 and 2025 suggests investor confidence in Board/committee oversight .
- Watch items:
- No other public company board roles disclosed; while limiting potential interlocks, it also suggests limited cross-board governance exposure .
- NCSO met once in 2024; ensure committee workload appropriately matches oversight of compensation, nominations, and equity plan administration .
- Conflicts/related-party:
- No Item 404 related-party transactions involving NCSO members; Audit Committee oversees related-party reviews .
- Broader related-party disclosure notes CEO’s brother-in-law employed as Chief Communications Officer with compensation reviewed; not tied to Casey .
Appendix – Committee Responsibilities (NCSO)
- Develop governance policies; identify/evaluate board nominees; oversee executive compensation; administer equity plans; consider diversity and independence; empowered to seek external advisors .