Suzanne D. Snapper
About Suzanne D. Snapper
Suzanne D. Snapper, 51, is a Class III director nominee at The Pennant Group (PNTG) and has been affirmatively determined by the Board to qualify as an independent director under Nasdaq rules; if elected, she will serve a three-year term expiring following fiscal 2027 . Snapper is CFO of The Ensign Group (NASDAQ: ENSG) since 2009 and a certified public accountant; prior roles include KPMG (1996–2007), with public company governance and extensive financial management experience . As of the March 18, 2025 record date, the proxy shows no beneficial ownership of PNTG shares for Snapper .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG | Various roles in financial management/reporting | 1996–2007 | Built foundational public company reporting expertise |
| The Ensign Group | Chief Financial Officer | 2009–present | Oversees accounting, finance, IT, tax, internal controls, IR, managed care, treasury, and risk management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Ensign Group (ENSG) | Director | 2022–present | Board-level governance at a major skilled nursing operator |
| The Ensign Group (ENSG) | CFO | 2009–present | Led multiple spin-offs and shareholder value creation initiatives |
Board Governance
- Status: Independent director nominee; unanimous Board recommendation to elect her as Class III director; term to expire following FY2027 .
- Committee assignments: None designated pre-election; committee membership table leaves her rows blank (TBD upon election) .
- Independence: Board affirmatively determined Snapper meets Nasdaq independence standards; all standing Board committees comprise independent directors .
- Attendance: In 2024, all directors met at least 75% attendance; Snapper was not yet a director in 2024 .
- Board leadership: CEO Brent J. Guerisoli is Chairman; Scott E. Lamb is Lead Independent Director .
- Committee activity in 2024: Compensation (6 meetings), Audit (5), Nominating & Corporate Governance (6), Quality Assurance & Compliance (4) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $30,000 | Chairman exception described below |
| Committee chair retainers | Audit $30,000; Compensation $22,500; QAC $30,000; Nominating $15,000 | Annual retainers per committee |
| Committee member retainers | Audit $12,000; Compensation $10,000; QAC $12,000; Nominating $7,500 | Annual retainers per committee |
| Chairman aggregate retainer | $80,000 | Single aggregate for Barry M. Smith in 2024 |
| Expense reimbursement | Reasonable expenses for Board/committee meetings | Standard practice |
| Deferred compensation plan | Available to non-employee directors for deferring director fees | DCP effective 2021; directors eligible |
Performance Compensation
| Equity Component | Grant Mechanism | Annual Grant Size (2024) | Vesting | Ownership Guideline | Special Vesting |
|---|---|---|---|---|---|
| Restricted stock (quarterly) | Automatic Stock Grant Program | 12,000 shares per non-employee director; Chairman 21,000 plus incremental awards | 3-year vest, beginning 1st anniversary | Maintain ownership of at least 33% of cumulative shares granted | Unvested restricted stock fully vests upon ceasing Board service, unless removed for cause |
| Typical 2024 grant value (example) | Accounting fair value (ASC 718) | ~$290,160 for typical directors; $535,014 for Chairman | Recognized at grant | — | Compensation expense recognized at grant date |
- No director performance metrics disclosed (e.g., revenue/EBITDA/TSR) tied to director equity; awards are time-based under the Automatic Stock Grant Program .
Other Directorships & Interlocks
- External public board: Director at The Ensign Group since 2022; concurrently serving as ENSG CFO .
- Corporate ties: Pennant and Ensign maintain ongoing post-spin agreements (Master Separation, Transition Services, Tax Matters, Employee Matters, real estate); transactions under these agreements are pre-approved per related party policy .
- Independence determination: Despite ENSG ties, Pennant’s Board determined Snapper qualifies as independent under Nasdaq rules .
- Network context: Multiple Pennant directors have Ensign affiliations (e.g., Christopher R. Christensen as Ensign Executive Chairman; Barry M. Smith on Ensign’s board), increasing potential interlocks across governance networks .
Expertise & Qualifications
- Core credentials: Certified Public Accountant; deep domain expertise in post-acute health care finance and public company governance .
- Leadership scope: Manages multi-function finance stack (accounting, IT, tax, controls, IR, managed care, treasury, risk) as CFO at ENSG; credited with multiple value-creating spin-offs .
- Professional foundation: Big Four audit background (KPMG, 1996–2007) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As of |
|---|---|---|---|
| Suzanne D. Snapper | — | <1% | March 18, 2025 record date |
- Ownership alignment: Initial alignment at Pennant appears limited until director grants begin; ownership guideline requires retention of 33% of cumulative director grants during tenure .
Governance Assessment
- Committee assignments and engagement: No assignments pre-election; Board committee structures emphasize independence and robust meeting cadence; executive sessions held at both Board and committee levels—positive for oversight quality .
- Compensation mix: Meaningful equity component via automatic quarterly restricted stock grants with multi-year vesting fosters long-term orientation; however, automatic full vesting upon Board exit (unless for cause) may weaken performance linkage—monitor as a potential governance softness .
- Independence and conflicts: Board’s independence determination is explicit; nonetheless, dual role at Ensign (CFO and director), coupled with Pennant–Ensign ongoing agreements and other Ensign-linked Pennant directors, creates perception risk for related-party and interlock influence. Pennant’s Related Person Transaction Policy and Audit Committee oversight provide structural mitigants, but investors should monitor committee assignments and recusal practices post-election to ensure robust conflict management .
- Attendance and engagement: 2024 attendance thresholds met by all sitting directors; Snapper not applicable; Board and committees conducted multiple executive sessions—positive signal for candid oversight .
- Policies: Insider trading policy on file; hedging prohibited absent pre-approval; clawback policy applies to executives and certain leaders—good governance hygiene, though clawbacks are primarily executive-focused rather than director-focused .
RED FLAGS to watch:
- Accelerated vesting on director departure (time-based awards fully vest unless removal for cause) can dilute performance discipline .
- Interlocks with Ensign and active contractual relationships post-spin increase potential for related-party exposure; ensure Audit Committee continues rigorous approval/recusal processes for any future transactions beyond standardized agreements .
- Initial lack of Pennant share ownership prior to director grants—monitor future ownership vs. 33% guideline and any pledging/hedging; hedging requires prior approval and is generally prohibited, mitigates some alignment risk .