Kirk S. Cheney
About Kirk S. Cheney
Kirk S. Cheney is Executive Vice President, General Counsel and Corporate Secretary of The Pennant Group, overseeing acquisitions, government relations, and the company’s legal, regulatory, and risk management functions; he also leads the Service Center to accelerate performance. Cheney joined Pennant in 2019 and was appointed EVP in March 2025; he earned his J.D. from Yale Law School, where he was an editor of the Yale Law Journal, and previously served as General Counsel at Click Sales and practiced at Vinson & Elkins and Holland & Hart (age 43 as of March 18, 2025) . Company performance context used in executive pay includes AEBT/Adjusted Net Income and TSR; Pennant reported Net Income/Adjusted Net Income of $24M/$30M in 2024, up from $14M/$22M in 2023 and $7M/$17M in 2022, and cumulative TSR value of $80 on $100 invested since 1/1/2020 (peer group $117) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Pennant Group | General Counsel & Corporate Secretary | 2019–2025 | Built legal/regulatory/risk management, led Service Center to accelerate performance . |
| The Pennant Group | Executive Vice President, General Counsel & Corporate Secretary | 2025–present | Expanded remit to acquisitions and government relations; senior leadership role . |
| Click Sales, Inc. | General Counsel | — | Led legal for technology company in online payment attribution/processing . |
| Vinson & Elkins LLP | Corporate Attorney | — | Counseled on litigation, transactions, debt restructurings/investments . |
| Holland & Hart LLP | Corporate Attorney | — | Counseled on litigation, transactions, restructurings/investments . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public directorships disclosed for Cheney. He participates in investor conferences as EVP (Jefferies, Oppenheimer) . |
Fixed Compensation
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 213,031 | 250,000 | 264,150 |
| Discretionary Bonus (non-plan) | 90,000 | 250,512 | 500,850 |
| Non-Equity Incentive (executive plan) | — | — | — |
| All Other Compensation | 188 | 238 | 1,282 |
| Total | 515,334 | 713,054 | 951,624 |
Notes:
- Cheney’s bonus is determined outside the executive AEBT formula and tied to company performance and his leadership of credit refinancing, equity offering, acquisitions, and strategic partnerships .
Performance Compensation
Annual Incentives and Performance Metrics
| Program/Metric | Target Design | Actual | Payout | Vesting/Structure |
|---|---|---|---|---|
| Executive Incentive Pool (AEBT-based) | Tiered AEBT thresholds with 5–15% marginal rates; pool adjusts for YoY AEBT trends; governance/clinical modifiers; above threshold, half cash/half fully vested RSAs over $3.5M pool | 2024 bonus pool $4.0M | Allocated to CEO/COO/CFO; Cheney not in pool | RSAs fully vested upon grant when applicable; policy governs mix |
| Cheney Discretionary Incentive | Based on company performance and initiatives (credit facility refinancing, equity offering, acquisitions, partnerships) | N/A (qualitative) | $500,850 cash (2024) | Cash only |
Most important measures for pay linkage: Adjusted Net Income, Adjusted EBT, Segment Adjusted EBITDAR, Adjusted EBITDA, Clinical Quality, Leadership Development .
Equity Grants and Vesting
| Grant Type | Grant Date | Quantity | Exercise/Price ($) | Vesting | Source |
|---|---|---|---|---|---|
| Stock Options | 3/4/2024 | 20,000 | 18.79 | 20% per year over 5 years; 10-year term | |
| Stock Options | 8/22/2023 | 5,000 | 12.52 | 20% per year; 10-year term | |
| Stock Options | 2/28/2023 | 25,000 | 15.02 | 20% per year; 10-year term | |
| RSU/Restricted Stock (outstanding) | 7/25/2022 | 8,400 (unvested at 12/31/2024) | — | 20% per year on anniversary |
Vesting outcomes (2024): 2,800 shares vested; value realized $81,788 .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 40,200 shares (represented solely by options exercisable or exercisable within 60 days of Mar 18, 2025); “<1%” of shares outstanding . |
| Breakdown | Options exercisable within 60 days: 40,200; direct common shares not shown for Cheney in 2025 table . |
| Unvested Equity | 8,400 restricted shares unvested at 12/31/2024 (market value $222,768 at $26.52/share) . |
| Options (additional outstanding) | Multiple grants across 2020–2023; 20% annual vest, 10-year expiry; see Outstanding Equity Awards table for quantities/prices . |
| Hedging/Pledging | Hedging/monetization transactions prohibited absent approval; pledging not explicitly disclosed; Insider Trading Policy governs timing and compliance . |
| Ownership Guidelines | Director stock ownership requirement of maintaining ≥33% of cumulative director grants; no formal executive multiple disclosed . |
Employment Terms
- Employment Agreements: NEOs (including Cheney) do not have employment agreements .
- Severance/Change-in-Control: No severance/change-in-control cash arrangements disclosed for NEOs; equity awards under the omnibus plan vest upon change in control if not assumed (time-based fully vests; performance-based earned at target pro rata); if assumed, acceleration applies upon early termination within 1 year .
- Clawback: Board-adopted clawback compliant with SEC/Nasdaq; recoverable upon restatement or diminished performance metrics (including clinical) .
- Non-compete/Non-solicit: Not disclosed for Cheney (prior CEO had RSU agreement with restrictive covenants; not applicable to current NEOs) .
- Insider Trading Timing: Awards historically on predetermined schedule; not timed around MNPI .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($M) | 16 | 2 | 7 | 14 | 24 |
| Adjusted Net Income ($M) | 23 | 14 | 17 | 22 | 30 |
| Cumulative TSR ($100=Jan 1, 2020) | 176 | 70 | 33 | 42 | 80 |
| Peer Group TSR ($100) | 130 | 103 | 92 | 106 | 117 |
Qualitative: Cheney is an active spokesperson on strategy (e.g., JV growth with health systems), and industry advocacy around CMS home health reimbursement (described as “draconian”; pursuing administrative and legislative remedies) . He participates in investor events and is a named company proxy signatory (Corporate Secretary), underscoring governance responsibilities .
Compensation Committee Analysis, Peer Group, and Say‑on‑Pay
- Compensation Committee: Independent members; six meetings in 2024; oversight of performance goals and clawback .
- Peer Group (TSR context): AMED, ADUS, CHE, EHC, SNDA, BKD (custom mix across home health/hospice/senior living) .
- Say‑on‑Pay: Annual advisory vote held; Board recommends “FOR” (2025 proxy) .
Risk Indicators & Red Flags
- Repricing: Prohibited by plan terms .
- Hedging: Prohibited without prior approval .
- Severance/Golden Parachutes: No severance/change-in-control cash; equity CIC treatment clarified (no liberal definitions) .
- Related-Party: Not disclosed for Cheney; standard related person approval via Audit Committee .
- Insider Selling Pressure: Form 4 transactions not included in proxy; 2024 vesting indicates ongoing equity realization; recommend monitoring Form 4s for sales/10b5‑1 plans. Cheney signed multiple filings as Corporate Secretary (procedural) .
Investment Implications
- Alignment: Cheney’s compensation emphasizes at-risk components—discretionary incentive linked to strategic execution and meaningful option grants with long-dated expiries and 5-year vesting—aligning rewards with multi-year value creation; however, limited direct-share ownership (<1%) and options-heavy exposure may dampen immediate “skin-in-the-game” signaling versus higher direct-share holdings .
- Retention & Pressure: No contractual severance; retention leans on unvested equity (options/RSUs) with 20% annual vesting; absence of severance and the plan’s no-repricing features reduce shareholder risk of pay inflation but could elevate executive mobility risk in a competitive market .
- Governance & Risk: Strong clawback and anti-hedging policies, clear CIC equity treatment, and an independent Compensation Committee mitigate misalignment risk; pay metrics incorporate both financial (Adjusted Net Income/AEBT/EBITDA) and clinical/governance elements, which encourages balanced execution .
- Execution: Cheney’s role in capital structure (credit facility expansion/refinance) and M&A supports Pennant’s growth strategy; monitoring regulatory developments on CMS rates and JV pipeline is pertinent for forward incentive outcomes and operating performance .