PACS GROUP INC (PACS)
Sector: Health Care
2026 Annual Meeting Analysis
PACS GROUP INC · Meeting: June 10, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Dilsaver joined the board in May 2024 (less than 24 months before the meeting), exempting her from the TSR trigger under policy; she brings strong financial expertise as a CPA and former CEO of Charles Schwab Investment Management, and there are no overboarding, attendance, independence, or familial relationship concerns.
The 3-year TSR gap versus the disclosed peer group median is -32.4 percentage points, which does not meet the 65-percentage-point underperformance threshold required for a No vote given PACS's strong positive absolute 3-year return of +44.1%; Hancock is a co-founder with deep operational and financial expertise and no overboarding, attendance, or other disqualifying flags.
Both Class II director nominees pass all policy screens: the TSR trigger does not fire (3-year gap of -32.4pp versus peers falls well short of the 65pp threshold for strong-positive TSR), Dilsaver is exempt as a director of less than 24 months, attendance was satisfactory for all directors, no overboarding or independence concerns were identified, and no familial relationships with senior management exist.
Say on Pay
✓ FORCEO
Jason Murray
Total Comp
$17,071,124
Prior Support
97%%
CEO Jason Murray received total compensation of approximately $17.1 million in 2025, which is elevated for a healthcare-services CEO at this market cap band, but a significant portion — roughly $8.4 million in stock awards and $7.3 million in performance-based bonus — is variable and tied to Adjusted EBITDA outcomes that were strong, with the company generating $505 million in Adjusted EBITDA for the year; the 3-year stock price return of +44.1% substantially outperforms the IHF (iShares U.S. Healthcare Providers ETF) benchmark return of -4.9%, confirming that above-benchmark incentive pay is aligned with exceptional shareholder outcomes. The company also has a functioning clawback policy that was actually applied in 2025 to recover overpaid bonuses from the 2024 restatement, and prior-year say-on-pay support was 97%, indicating no shareholder concern requiring a response.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$3,784,000
Non-Audit Fees
$0
Non-audit fees are zero, so the non-audit fee ratio is 0% — well within the 50% policy threshold; EY is a Big 4 firm appropriate for a $5.2B market-cap company; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire; no material restatement attributable to audit failure was identified (the 2024 restatement was driven by management accounting errors, not an audit failure).
Overall Assessment
The 2026 PACS ballot contains three standard proposals — director elections, auditor ratification, and say-on-pay — all of which receive a FOR vote determination; no stockholder proposals were submitted. The compensation program, while generous in absolute terms, is supported by exceptional stock performance well above the IHF benchmark and a demonstrated, functioning pay-for-performance structure including a real clawback recovery in 2025.
Compensation Peer Group
10 companies disclosed in 2026 proxy filing