Jason Bundick

About Jason Bundick

Jason J. Bundick, Esq., is Executive Vice President, Chief Compliance Officer, General Counsel & Corporate Secretary at Healthcare Services Group, Inc. (HCSG). He joined HCSG in 2012 as Corporate Counsel and has served in his current role since December 2013; he is 48 years old . Before HCSG, he was an attorney at Drinker Biddle & Reath LLP for more than five years, bringing deep healthcare legal and compliance expertise; at HCSG he leads enterprise risk and compliance reporting to the Board quarterly . Company performance during his tenure shows volatile TSR but improving profitability in recent years (e.g., 2024 vs. 2023 net income up modestly) and management highlights of revenue and net income growth in 2024, with strong cash flow improvement in 2023 (net income +12% and cash from operations +633%) .

Past Roles

External Roles

Fixed Compensation

Notes:

• HCSG discloses no employment agreements for named executive officers (NEOs), and this policy is reaffirmed across proxies (no special severance “golden parachutes”) .
• Perquisites include medical, life/disability insurance and a company fleet vehicle for executive team members .

Performance Compensation

Annual Incentive (Cash/Equity)

HCSG’s annual incentive for executives emphasizes income before income taxes; CEO awards are purely formulaic, while other executives may see adjustments for function-specific metrics (facilities growth, profitability, retention) .

Long-Term Incentives (Equity)

Awards outstanding as of 12/31/2020 (illustrative):

• Unvested options/RSUs across 2016–2020 grants (e.g., 2019: 8,000 unvested options; 6,800 RSUs; 2020: 17,721 unvested options; 14,088 RSUs), reflecting multi-year, time-based vesting that creates steady annual vesting events (potential selling pressure) .
• HCSG added performance stock units (PSUs) in 2021 with 3-year relative TSR vs. S&P MidCap 400; vesting: 0% below 25th percentile; 50% at 25th; 100% at 50th; 150% at ≥75th percentile .
• Company prohibits option repricing; no tax gross-ups; double-trigger vesting upon change-in-control under the 2020 Plan .

Clawback and Trading Policies

• Clawback policy (Nasdaq-aligned) to recoup incentive-based comp after restatements; 2023 restatement led to no recoupment; no erroneously awarded compensation identified in 2024 .
• Insider trading policy imposes blackout periods; prohibits hedging/derivatives; no pledging policy is disclosed .

Equity Ownership & Alignment

Additional alignment levers:

• SERP allows deferrals (up to 25% comp) with a 25% company stock match on the first 15% deferred; match vests after 3 years; shares are held until employment termination .
• Executives must retain all net shares from exercises/vests until guidelines are met .
• Anti-hedging policy; no evidence of pledging disclosed .

Employment Terms

• No individual employment agreement disclosed; executives (including NEOs historically) serve at will .
• Change-in-control: double-trigger equity vesting (not single-trigger); reduces windfall risk while providing retention protection .
• Perquisites: medical/dental/vision, life/disability, and company fleet vehicle; no tax gross-ups on perquisites .

Performance & Track Record (Company context relevant to Bundick’s remit)

Management commentary highlights:

• 2024: “Strengthened year-over-year financial performance by increasing revenues and net income” and strong 2H operating cash flow .
• 2023: Net income +12% and cash from operations +633%; collections at 98% and cost of services at ~86% target .

Governance/Compliance signals:

• Late Section 16 filings: One Form 4 (phantom stock award) filed late for Bundick (and others) in Jan 2024 and Jan 2025; company otherwise asserts timely compliance .
• Say-on-pay support: 96% (2020), ~93% (2023), ~91% (2024) approvals indicate shareholder acceptance of pay design .
• Peer group used for benchmarking includes ABM, AMN, Chemed, Clean Harbors, Modivcare, UniFirst, CoreCivic, J&J Snack Foods, Brink’s, Amedisys; target emphasis on competitive pay-for-performance .

Investment Implications

• Pay-for-performance alignment: Annual incentives tied to pre-tax income should correlate with core financial performance; Bundick’s 2020 payout at 24% of salary reflects formulaic linkage in a strong year, supporting incentive integrity . PSU design adds multi-year relative TSR accountability (50–150% payout band), though Bundick’s post-2020 PSU receipt is not disclosed; time-based RSUs/options create steady vesting and potential periodic supply from exercises/vests .
• Retention vs. selling pressure: Five-year ratable vesting enhances retention but creates annual liquidity events; anti-hedging and ownership-retention rules mitigate misalignment; current ownership at 221% of salary (2024) is above the 2x guideline but below the 2020 level, suggesting improving but variable “skin in the game” over time .
• Governance and downside protection: No employment agreement or tax gross-ups, and double-trigger CoC vesting reduce shareholder risk; active clawback policy (no recoveries to date) and quarterly risk oversight under Bundick’s remit support compliance posture .
• Watch items: Modest late Form 4 filings (administrative), lack of explicit pledging prohibition in policy (only anti-hedging stated), and TSR variability underscore the importance of monitoring vesting calendars and insider activity around blackout windows .

Overall, Bundick’s incentive structure is anchored to company profitability, with long-dated equity vesting and meaningful ownership requirements. The absence of single-trigger CoC benefits and no employment agreement lower severance risk, while anti-hedging and clawback provisions enhance alignment. Monitor annual vesting cycles and any new equity grants for incremental selling pressure and alignment trends.