Jude Visconto
HEALTHCARE SERVICES GROUPAbout Jude Visconto
Independent director (since 2015) and Board Chairman (since 2017), age 51. Principal of American Property Holdings, with expertise in acquiring, developing, and managing multi-family/senior housing and commercial assets; active in senior housing industry associations. Serves as ESG Committee Chairman; classified as independent under Nasdaq rules. Tenure on HCSG’s board: 10 years as of the 2025 proxy; independent chair responsibilities include agenda setting, information flow, executive session leadership, and liaison with the CEO.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Property Holdings | Principal | More than five years | Real estate investment; focus on multi-family/senior housing/commercial assets; engagement with ASHA, NIC, NAR (industry networks) |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| American Senior Housing Association (ASHA) | Member | Not disclosed | Industry association participation |
| National Investment Center for Seniors Housing & Care (NIC) | Member | Not disclosed | Industry association participation |
| National Association of Realtors (NAR) | Member | Not disclosed | Industry association participation |
Board Governance
| Item | Detail |
|---|---|
| Board Chairman | Appointed 2017; independent; duties include agendas, information flow, executive session leadership, and liaison with CEO |
| Committee Assignments | ESG Committee Chairman |
| Independence | Independent under Nasdaq Rule 5605(a)(2) |
| Board Meetings (2024) | Board met 4 times; each director attended ≥75% of Board and relevant committee meetings (company-wide disclosure) |
| ESG Committee Meetings (2024) | Met 4 times |
| Audit Committee | Oversees financial reporting, related-party transactions, compliance, cybersecurity; met 5 times in 2024 (Visconto not listed as member) |
| Nominating, Compensation & Stock Option (NCSO) Committee | Compensation oversight, governance, nominations; met 1 time in 2024 (Visconto not listed as member) |
Fixed Compensation
| Component (2024) | Amount | Mechanics |
|---|---|---|
| Chairman of the Board cash retainer | $60,000 | $15,000 per quarter |
| Deferred Stock Unit (DSU) award (annual grant) | $40,001 (grant-date fair value) | DSUs vest in 1 year; paid in a lump sum of shares at the earlier of 5th anniversary, death/disability/separation, or change of control (per 2020 Plan) |
Directors may elect to receive retainers in DSUs; elections for 2024 were made by other directors, not disclosed for Visconto; DSU fair values based on share price at grant.
Performance Compensation
| Element | Metrics | Vesting/Triggers | Notes |
|---|---|---|---|
| Director equity (DSUs) | None disclosed for directors (no performance conditions) | Time-based; payout triggers include change of control, death/disability/separation, or 5-year anniversary | Anti-hedging policy applies to non-employee directors; clawback policy applies to executive officers (not directors) |
No director-level performance metrics (e.g., TSR/financial hurdles) are used for Visconto’s compensation; director pay is a mix of cash retainers and time-based DSUs.
Other Directorships & Interlocks
| Company | Role | Committees | Status |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed outside HCSG |
Compensation Committee interlocks: NCSO Committee members (Casey, McFadden) had no interlocks; Visconto is not an NCSO member.
Expertise & Qualifications
- Financial/real estate depth aligned to HCSG’s long-term care customer base; skills matrix shows Industry, Operational, Financial, Real Estate competencies and Independent status.
- ESG leadership as committee chair; governance emphasis and stakeholder oversight.
- Board chair experience; responsibilities enhance information flow, objective oversight, and independent executive sessions.
Equity Ownership
| Holder | Shares Beneficially Owned | Components | Percent of Class |
|---|---|---|---|
| Jude Visconto | 35,205 | Includes 25,005 non-qualified stock options currently exercisable | <1% of outstanding shares (footnote 22) |
- Vested options at year-end 2024: 24,005; currently exercisable options as of March 31, 2025: 25,005.
- No pledging or hedging disclosed for Visconto; company policy prohibits hedging by non-employee directors.
Governance Assessment
- Strengths: Independent Chairman structure improves oversight and board effectiveness; ESG Committee leadership signals focus on sustainability and stakeholder issues; attendance threshold met (≥75% company-wide) with routine committee activity.
- Alignment: Balanced mix of cash retainer and DSUs promotes ownership; options holdings provide additional exposure to equity value; anti-hedging policy covers directors.
- Controls/Conflicts: Audit Committee reviews/approves all related-party transactions; 2024 related-party items disclosed for other individuals (e.g., CFO’s relative), none reported for Visconto; Whalen’s firm fees below 5% revenue threshold, maintaining independence—illustrates board’s approach to interlocks.
- RED FLAGS: None disclosed specific to Visconto (no related-party transactions, no delinquent Section 16 noted); concentration of roles (Chairman + ESG Chair) warrants attention but is mitigated by independent status and clear chair duties.