Brent J. Guerisoli
About Brent J. Guerisoli
Brent J. Guerisoli, age 44, is Chairman and Chief Executive Officer of The Pennant Group, Inc. He became CEO on August 1, 2022, previously serving as President of Pennant (Jan 2021–Aug 2022) and President of Cornerstone Healthcare (Pennant’s home health and hospice segment) where he led transformational growth and financial performance; he holds an MBA from UC Berkeley’s Haas School of Business and earlier completed AT&T’s executive training, serving as a business manager . Under his tenure, Company TSR (value of $100 invested on 1/1/2020) and results improved: Pennant TSR reached 80 in 2024 (vs. 42 in 2023 and 33 in 2022), Net Income rose to $24M in 2024 (vs. $14M in 2023, $7M in 2022), and Adjusted Net Income was $30M in 2024 (vs. $22M in 2023, $17M in 2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Pennant Group | Chief Executive Officer | Aug 2022–Present | Led Pennant and Cornerstone through growth and improved clinical excellence; critical link between management and Board |
| The Pennant Group | President | Jan 2021–Aug 2022 | Drove organizational growth; leadership recruiting/training |
| Cornerstone Healthcare (Pennant) | President | Pre-2021 | Transformational segment growth, breakout financial performance, enhanced clinical excellence |
| AT&T | Business Manager (after executive training program) | Pre-2012 | Management experience prior to joining Pennant |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UC Berkeley (Haas) | MBA (Education) | N/A | Advanced management training |
| AT&T | Executive training + Business Manager | Pre-2012 | Operational and leadership foundation |
Fixed Compensation
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 295,834 | 362,500 | 415,304 |
| All Other Compensation | 8,447 | 8,884 | 8,764 |
| — Car Allowance | 7,177 | 7,177 | 7,177 |
| — Tax Preparation | 1,145 | 1,285 | 1,145 |
| — Other Benefits | 125 | 422 | 442 |
Performance Compensation
Annual Incentive (Cash + Equity)
| Year | Metric | Target/Formula | Actual Payout (Cash) | Equity Portion | Vesting |
|---|---|---|---|---|---|
| 2022 | AEBT + clinical/governance | Program applied per CD&A (specific tiers not disclosed for 2022) | 500,000 | — | N/A |
| 2023 | AEBT + clinical/governance | Program applied per CD&A (specific tiers not disclosed for 2023) | 1,000,000 | — | N/A |
| 2024 | AEBT tiers (up to 15% above $20.6M) adjusted by clinical/gov metrics | Bonus pool formula set and adjusted by clinical/gov; total pool $4.0M | 1,600,000 | $106,657 restricted stock (granted 3/3/2025: 4,734 shares) | Restricted stock portion fully vested under executive incentive payout mechanics |
Most important performance measures used for pay-for-performance linkage: Adjusted Net Income, Adjusted EBT, Segment Adjusted EBITDAR, Adjusted EBITDA, Clinical Quality, Leadership Development .
Long-Term Equity Awards (Options/RSUs)
| Grant Date | Type | Shares/Options (#) | Exercise Price | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| 3/4/2024 | Option | 50,000 | $18.79 | 20% per year over 5 years (standard) | 3/4/2034 |
| 7/25/2022 | RSU | 27,000 (unvested at 12/31/2024; MV $716,040 at $26.52/sh) | N/A | 20% per year over 5 years (standard) | N/A |
| 2/28/2023 | Option | 12,000 exercisable; 48,000 unexercisable | $15.02 | 20% per year over 5 years (standard) | 2/28/2033 |
| 8/22/2023 | Option | 2,000 exercisable; 8,000 unexercisable | $12.52 | 20% per year over 5 years (standard) | 8/22/2033 |
Option exercises and stock vested (2024): exercised 5,029 options for $98,853 value; 9,000 RSUs vested ($262,890) .
Equity Ownership & Alignment
| Year (Record Date) | Shares Owned | Options Exercisable ≤60 Days | Total Beneficial Ownership | Shares Outstanding | Ownership % of SO |
|---|---|---|---|---|---|
| 2022 (3/31/2022) | 34,013 | 84,078 | 118,091 | 28,848,532 | ≈0.41% (118,091/28,848,532) |
| 2023 (4/03/2023) | 79,013 | 121,134 | 200,147 | 29,728,589 | ≈0.67% (200,147/29,728,589) |
| 2024 (4/01/2024) | 80,142 | 164,820 | 244,962 | 30,036,124 | ≈0.82% (244,962/30,036,124) |
| 2025 (3/18/2025) | 85,973 | 213,505 | 299,478 | 34,431,889 | ≈0.87% (299,478/34,431,889) |
Policies and alignment:
- Insider hedging/monetization transactions are prohibited without advance approvals; company maintains insider trading policy and prohibits hedging absent approvals .
- Clawback policy adopted per SEC/Nasdaq standards; allows or requires recovery of incentive-based comp upon restatement or subsequent performance diminishment (including clinical results) .
- Deferred Compensation Plan: CEO contributed $100,000 in 2024; YE 2024 balance $196,231 .
- Insider selling pressure: CEO adopted a Rule 10b5-1 plan on May 16, 2025 to potentially sell up to 4,463 shares between Aug 13, 2025 and May 22, 2026, entered during open window and intended to meet Rule 10b5-1(c) conditions .
Employment Terms
- Employment agreements: None for NEOs; no contractual severance arrangements disclosed .
- Change-in-control vesting: Under the 2025 Omnibus Incentive Plan, time-based awards that are not continued/assumed become fully vested; performance awards earned at target on a prorated basis; if awards are assumed and plan terminates early after a change in control or participant is terminated within one year following a change in control, time-based vest and performance awards pay at target on a prorated basis (single-trigger for non-assumed awards, double-trigger elements for assumed awards) .
- Equity plan governance protections: no option/SAR repricing without shareholder approval; no discounted options; no liberal share recycling; no dividends on unvested; share accounting reduces reserve by 2x for full-value awards .
- Non-compete/non-solicit/garden leave: Not disclosed; skip per instruction.
- Perquisites: modest allowances (car, tax preparation, other benefits) as detailed above .
Board Governance
- Board service history: Director since February 2023; currently Chairman of the Board .
- Board leadership structure: Combined CEO and Chairman roles; Scott E. Lamb serves as Lead Independent Director .
- Committee memberships: Quality Assurance and Compliance Committee member .
- Independence: Company affirms independence of all non-employee directors under Nasdaq rules; CEO/Chair is not independent .
- Board meeting attendance: Board met five times in 2024; all directors attended at least 75% of Board and committee meetings on which they served .
- Executive sessions: Committees frequently meet in executive session (e.g., Audit 4 times; Compensation 5 times; Nominating & Corporate Governance 4 times in 2024) .
Director Compensation (Context)
- Non-employee directors receive cash retainers and quarterly restricted stock grants vesting over three years; directors must maintain at least 33% of cumulative granted shares; unvested director grants vest upon cessation of service unless removed for cause .
- Brent J. Guerisoli is an employee director; director cash/equity program is for non-employee directors .
Multi-Year CEO Compensation Summary
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 295,834 | 362,500 | 415,304 |
| Stock Awards | 604,350 | — | 106,657 |
| Option Awards | 150,650 | 497,136 | 463,355 |
| Non-Equity Incentive (Annual) | 500,000 | 1,000,000 | 1,600,000 |
| All Other Compensation | 8,447 | 8,884 | 8,764 |
| Total | 1,559,281 | 1,868,520 | 2,594,080 |
Say-on-Pay & Compensation Committee
- Advisory Say-on-Pay proposal recommended FOR by Board .
- Compensation Committee composition: Dr. John G. Nackel (Chair), Stephen M.R. Covey, JoAnne Stringfield; all independent, non-employee/outside directors . Committee may retain independent compensation advisers and periodically conducts peer reviews; clawback policy in place .
Investment Implications
- Strong pay-for-performance linkage: CEO’s annual incentive is driven by AEBT tiers with clinical/governance adjustments; 2024 payout mix included immediate equity, and long-term incentives vest over 5 years, reinforcing retention and alignment .
- Alignment via ownership: CEO beneficial ownership rose to ~0.87% of outstanding shares by March 2025, with meaningful unvested RSUs and multi-year vesting schedules; hedging is restricted; clawback applies to incentive pay—supporting shareholder alignment .
- Limited insider selling pressure: Rule 10b5-1 plan contemplates potential sale of up to 4,463 shares over ~9 months—a small fraction of beneficial holdings—suggesting de minimis near-term pressure .
- Retention risk profile: Absence of employment/severance agreements suggests flexibility but could raise retention/transition risk; change-in-control terms provide balanced single/double-trigger treatment, and five-year vesting promotes continuity .
- Governance watchpoint: Combined CEO/Chair role offset by Lead Independent Director and active committee executive sessions; investors may monitor board independence effectiveness and continued pay program rigor tied to AEBT and quality metrics .