John G. Nackel
About John G. Nackel
John G. Nackel, Ph.D., age 73, has served as an independent director of The Pennant Group, Inc. since 2019. He is Chairman/CEO of Three-Sixty Advisory Group (founded 2007) and Founder/General Partner of Wavemaker Three-Sixty Health (founded 2018). He previously spent 25 years at Ernst & Young as Global Managing Director of Healthcare and served as CEO of Ingenix Consulting (now Optum). He holds a BS from Tufts, master’s degrees in public health and industrial engineering, and a Ph.D. in industrial engineering (health systems design) from the University of Missouri; he is a fellow of ACHE and HIMSS, and a senior member of the Institute of Industrial Engineers . The Board affirmatively determined him to be independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Ensign Group, Inc. | Director | 2008–2019 | Post-acute operator; governance and strategy oversight |
| Mercury General Corporation (NYSE: MCY) | Director | 2016–2018 | Insurance; strategic oversight |
| Ernst & Young | Global Managing Director – Healthcare | ~25 years | Led healthcare advisory globally |
| Ingenix Consulting (Optum) | Chief Executive Officer | — | Led payer-focused consultancy |
External Roles
| Organization | Role | Since | Focus / Impact |
|---|---|---|---|
| Three-Sixty Advisory Group, LLC | Chairman and CEO | 2007 | Advises health systems, payers, medtech, providers |
| Wavemaker Three-Sixty Health, LP | Founder and General Partner | 2018 | Early-stage health care investments in value-based care |
Board Governance
- Committee leadership: Compensation Committee Chair; Audit Committee member .
- Independence: Board determined Nackel meets Nasdaq independence criteria; all Audit/Comp/NCG members are independent .
- Attendance: Board met 5 times in 2024; each director attended ≥75% of Board and committee meetings; all directors attended the prior annual meeting .
- Executive sessions: Board holds executive sessions without management; Compensation Committee held five executive sessions in 2024 .
- Board leadership: In 2025, CEO Brent J. Guerisoli is Chairman, with Scott E. Lamb as Lead Independent Director .
| Committee (2024) | Members | Chair | Meetings |
|---|---|---|---|
| Compensation | Barry M. Smith; John G. Nackel; JoAnne Stringfield; Stephen M.R. Covey | John G. Nackel | 6 |
| Audit | Scott E. Lamb; Gregory K. Morris; John G. Nackel | Scott E. Lamb | 5 |
| Nominating & Corporate Governance | Barry M. Smith; Scott E. Lamb; Stephen M.R. Covey | Barry M. Smith | 6 |
| Quality Assurance & Compliance | Christopher R. Christensen; Brent J. Guerisoli; JoAnne Stringfield; Gregory K. Morris | JoAnne Stringfield | 4 |
Fixed Compensation
- Director cash retainers (2024): base $30,000; committee chair/member retainers: Audit ($30,000/$12,000), Compensation ($22,500/$10,000), NCG ($15,000/$7,500), QAC ($30,000/$12,000) .
- Nackel’s 2024 cash fees reflect base + Audit member + Compensation chair: $64,500 .
- Equity: Automatic Stock Grant Program—3,000 restricted shares granted quarterly (12,000 total in 2024; vest over 3 years). Directors must maintain ownership of at least 33% of cumulative grants; unvested grants fully vest upon board departure unless removed for cause .
| Director Compensation (2024) | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| John G. Nackel, Ph.D. | 64,500 | 290,160 | 354,660 |
Performance Compensation
As Compensation Committee Chair, Nackel led the executive pay program, which ties annual bonuses to Adjusted EBT and governance/clinical metrics, with a clawback policy compliant with SEC/Nasdaq rules .
| 2024 Executive Bonus Pool Formula (AEBT) | Bonus Pool Calculation |
|---|---|
| Up to $15.6m | $0 |
| $15.6m–$16.1m | 5.0% of amount in band |
| $16.1m–$17.1m | $0.025m + 7.5% of amount in band |
| $17.1m–$18.6m | $0.1m + 10.0% of amount in band |
| $18.6m–$20.6m | $0.25m + 12.5% of amount in band |
| >$20.6m | $0.4m + 15.0% of excess |
| Adjustments | Pool adjusted based on YoY AEBT performance bands |
| 2024 Executive Incentive Allocations | Cash ($) | Restricted Stock ($) |
|---|---|---|
| CEO (Guerisoli) | 1,600,000 | 106,657 |
| President/COO (Gochnour) | 1,250,000 | 83,338 |
| CFO (Walbom) | 900,000 | 59,997 |
| EVP GC (Cheney) | 500,850 | — |
| CCO (Steik) | 472,200 | — (segment plan separate) |
Plan safeguards:
- Clawback: Board can (and certain cases must) recover incentive-based compensation in restatements or when subsequent events diminish performance metrics .
- Change-in-control: Awards not continued/assumed fully vest (time-based) and performance awards earned at target pro-rata; assumed awards continue, with vesting at target pro-rata if plan terminates early post-CIC or participant terminated within one year .
- No option/SAR repricing; no discounted options; dividend equivalents not paid on unvested awards .
Other Directorships & Interlocks
| Company | Current/Past | Notes |
|---|---|---|
| The Ensign Group, Inc. (ENSG) | Past Director (2008–2019) | Network ties to current PNTG directors (Christensen, Smith) with Ensign affiliations |
| Mercury General (MCY) | Past Director (2016–2018) | Insurance sector oversight |
No related-party transactions involving Nackel were disclosed; 2025 proxy notes only family-related employment for CEO’s sister and GC’s brother-in-law (compensation below related-party threshold) and that transactions since Jan 1, 2024 over $120k with related persons were limited to disclosed compensation arrangements and Ensign agreements per related-person policy . The Audit Committee oversees related-person transactions under a written policy adopted in 2019 .
Expertise & Qualifications
- Healthcare operations and payer advisory; senior leadership in consulting and managed care (EY; Ingenix/Optum) .
- Advanced degrees in public health and industrial engineering; Ph.D. in health systems design .
- Professional recognition: Fellow (ACHE, HIMSS); senior member (Institute of Industrial Engineers) .
Equity Ownership
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 162,965 | 173,865 |
| Beneficial Ownership % of Outstanding | <1% (*) | <1% (*) |
| Direct + Trust Shares | 97,352 (94,652 direct + 2,700 trust) | 165,865 (163,165 direct + 2,700 trust) |
| Options included (exercisable ≤60 days) | 65,613 | 8,000 |
Notes:
- Percentage is shown as “less than 1%” in proxy tables; outstanding shares were 30,036,124 (2024) and 34,431,889 (2025) for calculations (*) .
- As of Dec 31, 2024, Nackel had 8,000 director option awards outstanding and no stock awards outstanding per director comp footnote .
- Hedging policy: Company prohibits hedging transactions unless pre-approved; no pledging disclosures noted for Nackel .
Say-on-Pay & Shareholder Feedback
| Annual Meeting | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2024 (May 23, 2024) | 13,703,355 | 7,599,880 | 12,365 | 2,769,267 |
| 2025 (May 16, 2025) | 18,745,276 | 6,947,663 | 22,181 | 2,370,446 |
Management reported conducting more than 100 investor meetings in 2024 on pay practices and related topics .
Insider Filings / Trades
- Delinquent Section 16(a) filings: 2025 proxy lists one late filing for CEO; no delinquent reports for Nackel in 2024 .
- Beneficial ownership details and director grants disclosed above; no 10b5-1 plan disclosures for Nackel noted in proxy .
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee with robust formulaic and governance-linked bonus design, clawback, and equity plan safeguards (no repricing, no dividends on unvested awards) . Attendance and executive session practices signal engagement . Ownership aligns incentives (173,865 shares, plus options) and director stock ownership guideline (≥33% of cumulative grants) supports alignment .
- Potential risks/monitoring items: Historical Ensign affiliation amid current Ensign ties on PNTG’s board (information flow/interlocks) warrants ongoing oversight for conflicts . Unvested director RSAs fully vest upon board departure (could dilute retention incentives) . Venture investing role (Wavemaker 360) in healthcare may create future related-party exposure; no such transactions were disclosed for 2024–2025, and Audit Committee policy governs approvals .
- Signals: Two consecutive years of Say-on-Pay approvals with rising “For” votes in 2025, alongside expanded clawback and strong plan provisions, support investor confidence in compensation governance led by Nackel .