Dino D. Ottaviano
HEALTHCARE SERVICES GROUPAbout Dino D. Ottaviano
Independent director of Healthcare Services Group, Inc. (HCSG) since 2007; age 77. Background includes serving as retired Principal of D20 Marketing, Inc. and over 20 years at Transcontinental Direct (successor to Communication Concepts, Inc.), retiring as Vice President of Business Development. Core credentials are operational, executive, and financial expertise with current service on HCSG’s Audit Committee. Education is not disclosed in the proxy biography.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| D20 Marketing, Inc. | Principal (retired) | Founded 2006; retired role (dates not specified) | Internet productivity tools provider background; adds operating perspective |
| Transcontinental Direct (successor to Communication Concepts, Inc.) | Vice President, Business Development (retired) | Over 20 years; retired (latest proxy states 2022) | Deep experience in sales/operations at a public outsourcing printer; compliance understanding |
Note: The 2023 proxy described retirement from Transcontinental Direct as occurring in 2002; the 2025 proxy states retirement in 2022. Latest filing (2025) is used here.
External Roles
No current public company directorships or external board roles are disclosed for Mr. Ottaviano in the HCSG proxy materials.
Board Governance
- Independence: Identified as independent under Nasdaq rules.
- Committee assignment: Audit Committee member; Audit met five times in 2024.
- Board attendance: Board met four times in 2024; all directors attended ≥75% of Board and applicable committee meetings.
- Skills matrix: Operational, Executive, Financial; marked independent.
- Board leadership context: Independent Chairman (Jude Visconto) presides over executive sessions without management.
| Governance Element | 2024/2025 Detail |
|---|---|
| Board meetings held (2024) | 4 |
| Audit Committee meetings (2024) | 5 |
| Independence status | Independent director |
| Committee | Audit Committee member |
| Skills designation | Operational; Executive; Financial; Independent |
Fixed Compensation
| Component | FY 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $30,000 |
| Deferred Stock Unit (DSU) Awards (grant-date fair value) | $40,001 |
| Total | $70,001 |
- Structure: Non-employee directors receive quarterly retainers; Audit Committee non-chair members receive $7,500 per quarter; DSUs vest in one year.
- DSU settlement: Vested DSUs pay out in shares upon earliest of five-year anniversary, death/disability/separation from Board, or change of control under 2020 Plan.
Performance Compensation
HCSG does not disclose performance-based metrics tied to director pay; director equity is time-based DSUs (one-year vesting) with no performance conditions.
| Performance Metric | Applies to Directors? | Notes |
|---|---|---|
| TSR-based PSUs | No | PSUs apply to executives; directors receive DSUs time-based vesting |
| Income before taxes | No | Executive annual incentive metric; not used for director compensation |
| ESG/operational targets | No | Not disclosed for director pay |
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| None disclosed | — | No compensation committee interlocks disclosed for NCSO members in 2024; Ottaviano is not on NCSO |
Expertise & Qualifications
- Operational leadership and executive experience in marketing/outsourcing industries; financial acumen reflected in Audit Committee service.
- Board skills matrix marks Operational, Executive, Financial competencies; independent.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/31/2025) | 39,640 shares; less than 1% of outstanding shares |
| Options (currently exercisable) | 29,006 non-qualified stock options |
| Ownership % of class | <1% (based on 72,916,000 shares outstanding) |
| Pledging/Hedging | Company policy prohibits hedging; no pledging disclosed for Ottaviano |
Governance Assessment
- Strengths: Long-tenured independent director (since 2007) with Audit Committee service and relevant operational/financial experience; Board meets quarterly and Audit Committee met five times in 2024, indicating active oversight.
- Alignment: Modest cash retainer with equity via DSUs supports alignment over time; DSUs vest in one year and settle in shares, with deferred payout triggers (including separation and change of control).
- Ownership signal: Beneficial ownership is <1% of shares outstanding, with 29,006 options; alignment exists but “skin-in-the-game” is limited relative to float—common for outside directors.
- Independence/Conflicts: Independent under Nasdaq; no related-party transactions disclosed involving Ottaviano; Section 16 reporting was generally timely with late Form 4s in January 2025 for certain officers—not including Ottaviano.
- RED FLAGS: None specifically identified for Ottaviano; note discrepancy in retirement year for Transcontinental Direct across proxies (2002 vs 2022), but immaterial to current independence/committee service.
Director Compensation Structure Analysis
| Year | Cash Fees | Equity (DSU) Grant-Date Value | Total |
|---|---|---|---|
| 2022 | $30,000 | $40,007 | $70,007 |
| 2024 | $30,000 | $40,001 | $70,001 |
- Observation: Year-over-year compensation mix remains stable (cash + annual DSU); no option repricing; DSUs retain time-based vesting; no tax gross-ups, no hedging permitted.
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: Approximately 91% of votes cast supported executive compensation, indicating broad shareholder support for compensation oversight framework.
Related Party Transactions
- No related-party transactions disclosed involving Ottaviano. Audit Committee reviews and must find terms comparable to unaffiliated third parties before approval.
- Noted RPT: CEO’s brother-in-law employed as Chief Communications Officer with 2024 total compensation of ~$770,000; Audit Committee deemed comparable—contextual governance check (not linked to Ottaviano).
Compensation Committee Analysis (context)
- NCSO Committee (directors Casey, McFadden) oversees executive comp; no interlocks/insider participation disclosed for 2024.
- Uses independent consultant; emphasizes income before taxes and relative TSR for executive incentives.
Employment & Contracts
- Directors: No employment contracts disclosed; director fees and DSUs governed by Board policy and 2020 Plan.
Performance & Track Record
- Board oversight emphasized risk management, internal controls, and cybersecurity; Audit Committee quarterly updates to Board; third-party cybersecurity consultant engaged.
Insider Trades
- Section 16(a) compliance: Company reports timely filings for 2024; January 2025 late Form 4s for phantom stock awards were filed for certain officers (not listing Ottaviano).
Stock Ownership Guidelines (context)
- Executive stock ownership guidelines disclosed (CEO 6x salary; EVPs 2x), but director-specific guidelines not disclosed. Anti-hedging policy applies to officers and non-employee directors.
Executive Sessions & Engagement
- Independent Chairman (Visconto) presides at executive sessions; available for shareholder consultation as requested.
Summary Implications for Investors
- Governance quality: Strong independence and active audit oversight; stable, conservative director pay structure with equity component; no disclosed conflicts for Ottaviano.
- Risk indicators: None apparent specific to Ottaviano; Company-level related-party oversight and clawback/anti-hedging policies reduce governance risk.