John J. McFadden
HEALTHCARE SERVICES GROUPAbout John J. McFadden
Independent director of Healthcare Services Group, Inc. (HCSG); age 63; director since 2012. Principal of Global Circulation Services since 2008, with prior ~15 years in management roles at McGraw-Hill Companies (parent of S&P) across circulation, sales, and outsourcing services. Board skills matrix identifies operational and executive expertise; independent under Nasdaq rules. 2024 attendance met the ≥75% threshold across Board and committee obligations; Board met 4 times in 2024 and the NCSO Committee (where he serves) met once.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McGraw-Hill Companies | Management roles in global circulation, sales, outsourcing | ~15 years (prior to 2008) | Large public company operational and compliance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Global Circulation Services | Principal | 2008–present | Marketing/advertising services to media/publishing |
Board Governance
- Independence: Independent director per Nasdaq Rule 5605(a)(2). Majority of HCSG Board is independent; McFadden is listed among independent nominees.
- Committees: Member, Nominating, Compensation & Stock Option (NCSO) Committee; NCSO met 1 time in 2024; members are independent.
- Attendance: Each director attended ≥75% of aggregate Board and committee meetings in 2024; Board met 4 times and took one unanimous written consent.
- Board leadership: Independent Chairman (Jude Visconto) presides, including executive sessions; audit chair designated; structure promotes objectivity and oversight.
- Compensation committee integrity: NCSO report affirms oversight of executive pay; no compensation committee interlocks or related-party transactions involving NCSO members in 2024.
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Cash Fees (Quarterly retainer tied to NCSO membership; $3,750/qtr) | $15,000 | $15,000 | Director fee framework: Chair of Board/Audit $15,000/qtr; Audit members $7,500/qtr; NCSO members $3,750/qtr; non-committee directors $2,500/qtr; directors may elect DSUs in lieu of cash. |
| Total Director Compensation | $55,002 | $55,001 | Aggregate cash + DSU grant-date fair value. |
Performance Compensation
| Award Type | Grant-Date Fair Value (2023) | Grant-Date Fair Value (2024) | Vesting | Distribution/Terms | Performance Metrics |
|---|---|---|---|---|---|
| Deferred Stock Units (DSUs) | $40,002 | $40,001 | 1-year vest from grant date | Lump-sum shares upon earliest of 5-year anniversary, death/disability/separation, or change of control under 2020 Plan | None disclosed for directors (time-based DSUs) |
| Stock Options (legacy) | — | — | Historical grants; McFadden had vested options outstanding as of 12/31/2024 (see Equity Ownership) | Exercisable per original award terms | Not performance-based for directors (legacy options) |
Directors may elect to receive quarterly retainers in fully vested DSUs equal to cash value; elections identified for other directors (Frome, Simmons Jr., Grant), not McFadden.
Other Directorships & Interlocks
- No other public company directorships disclosed for McFadden; profile lists external operating role only.
- Compensation committee interlocks: None in 2024; no insider participation for NCSO members.
Expertise & Qualifications
- Skills Matrix: Operational, Executive; independent.
- Relevant experience: Sales/marketing leadership; public company compliance familiarity from McGraw-Hill tenure.
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Total Beneficial Ownership (shares) | 39,206 | Includes currently exercisable non-qualified options to purchase 29,006 shares |
| Ownership % of Shares Outstanding | <1% | Based on 72,916,000 shares outstanding as of 3/31/2025 |
| Options – Exercisable | 29,006 | Non-qualified stock options currently exercisable |
| DSUs/RSUs | Not separately tabulated in ownership | DSUs are awarded annually; vest in one year; distributed per plan terms |
| Pledging/Hedging | None disclosed; hedging prohibited | Anti-hedging policy bars derivative hedging/offset transactions; trading windows enforced |
Governance Assessment
- Strengths: Independent status; service on NCSO enhances oversight of executive pay; meets attendance thresholds; compensation mix aligns with shareholder-friendly practices (cash retainer + equity via DSUs; no tax gross-ups; clawback policy implemented at company-level).
- Alignment: Equity via DSUs promotes ownership; legacy options provide additional alignment; no related-party transactions involving NCSO members in 2024.
- Potential Risks/Red Flags: None specific to McFadden disclosed (no attendance shortfall, no pledging, no related-party ties). Board-level related-party engagement noted with Whalen’s firm retained, but fees <5% of firm revenue and independence affirmed under Nasdaq; not directly related to McFadden.
- Shareholder Signals: Prior say-on-pay support ~91% in 2024 suggests broad investor acceptance of compensation oversight framework.
Notes:
- Directors’ DSUs are time-based (no performance metrics); the company’s performance-based equity (PSUs tied to relative TSR) applies to executives, not directors.
- Section 16 compliance: Company reports timely filings for directors in 2024; January 2025 late Form 4s related to phantom stock were for certain executives, not directors.