Definitive Proxy Statement




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
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Soliciting Material Pursuant to §240.14a-2
THE ENSIGN GROUP, INC.
(Name of Registrant as Specified in Its Charter)
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THE ENSIGN GROUP, INC.
27101 Puerta Real, Suite 450
Mission Viejo, California 92691
  NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 25, 2017
 TO THE STOCKHOLDERS OF THE ENSIGN GROUP, INC.:
 The annual meeting of the stockholders (the Annual Meeting) of The Ensign Group, Inc. (the Company) will be held at the Company's Southland Care Center and Home facility, located at 11701 Studebaker Road in Norwalk, California 90650 on Thursday, May 25, 2016. The Annual Meeting will convene at 10:00 a.m. PDT, to consider and take action on the following proposals:

(1) to elect the following three nominees, Messrs. Roy E. Christensen, Barry M. Smith and Dr. John G. Nackel, as Class I directors to the Board of Directors to serve until the annual meeting of the Company in 2020 or until a successor has been appointed and is qualified;

(2) to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2017; 

(3) to approve the Company's 2017 Omnibus Incentive Plan

(4) to approve, on an advisory basis, the Company's named executive officer compensation;

(5) to approve, on an advisory basis, the frequency of advisory votes on the Company's name executive officer compensation;

(6) to consider a stockholder proposal regarding the issuance of a sustainability report, if properly presented; and

(7) to transact such other business as may properly come before the meeting.
The accompanying Notice of Meeting and Proxy Statement describe these matters. We urge you to read this information carefully. The Board of Directors recommends a vote “ FOR ” the election of each of the three nominees for director in Proposal 1, “ FOR ” the approval of each of Proposals 2, 3 and 4, " FOR ” the option of every one year in Proposal 5 and “ AGAINST ” the stockholder proposal regarding the issuance of a sustainability report in Proposal 6. In addition to the business to be transacted as described above, management will speak on our developments of the past year and respond to questions of general interest to stockholders.
ONLY OWNERS OF RECORD OF THE COMPANY'S ISSUED AND OUTSTANDING COMMON STOCK AS OF THE CLOSE OF BUSINESS ON MARCH 31, 2017 (THE RECORD DATE) WILL BE ENTITLED TO NOTICE OF AND TO VOTE AT THE ANNUAL MEETING. EACH SHARE OF COMMON STOCK IS ENTITLED TO ONE VOTE.
Your vote is important . In accordance with rules and regulations adopted by the Securities and Exchange Commission, we have elected to furnish our proxy materials to stockholders by providing access to the materials on the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the Internet Availability Notice) has been mailed to the majority of our stockholders, while other stockholders have instead received paper copies of the documents accessible on the Internet. It is important that your shares be represented and voted whether or not you plan to attend the annual meeting in person. If you are the registered holder of your shares and are viewing the proxy statement on the Internet, you may grant your proxy electronically via the Internet by following the instructions on the Internet Availability Notice previously mailed to you and the instructions listed on the Internet site. If you are receiving a paper copy of the proxy statement, you may vote by completing and mailing the proxy card enclosed with the proxy statement, or you may grant your proxy electronically via the Internet or by telephone by following the instructions on the proxy card. If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should review the Notice of Internet Availability of Proxy Materials used by that firm to determine whether and how you will be able to submit your proxy by telephone or over the Internet. Submitting a proxy over the Internet, by telephone or by mailing a proxy card will ensure your shares are represented at the annual meeting.
 
THE ENSIGN GROUP, INC.
BY ORDER OF THE BOARD OF DIRECTORS 
CHRISTOPHERSIGNATUREA04.JPG
CHRISTOPHER R. CHRISTENSEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Mission Viejo, California
Dated: April 13, 2017
  





TABLE OF CONTENTS

 




 





THE ENSIGN GROUP, INC.
27101 Puerta Real, Suite 450
Mission Viejo, California 92691
 
Proxy Statement
For the Annual Meeting of Stockholders
to be Held on May 25, 2017

General
 
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the Board of Directors or the Board) of The Ensign Group, Inc., a Delaware corporation, for use at the annual meeting of stockholders to be held at the Company's Southland Care Center and Home facility, located at 11701 Studebaker Road, Norwalk, California 90650 at 10:00 a.m. PDT, on Thursday, May 25, 2017 (the Annual Meeting). Directions to the facility in order to attend the Annual Meeting may be obtained by calling (949) 487-9500. When used in this Proxy Statement, the terms “we,” “us,” “our,” or the “Company” refer to The Ensign Group, Inc. and its consolidated subsidiaries; however, The Ensign Group, Inc. is a holding company and each of the affiliated facilities and operating subsidiaries referenced herein is operated by a separate, wholly-owned independent operating subsidiary that has its own management, employees and assets. The use of “we,” “us,” “our” and similar words in this Proxy Statement is not meant to imply that any or all of these facilities are operated by the same entity.
 
We intend to mail the Notice of Internet Availability of Proxy Materials, or Internet Availability Notice, to certain of our stockholders, and, alternatively, a paper copy of this proxy statement and accompanying proxy card to all other stockholders on or about April 13, 2017.
 
At the Annual Meeting, the stockholders of the Company will be asked to vote on four proposals. Proposal 1 is the election of three Class I directors to serve on our Board of Directors until the 2020 annual meeting of stockholders (or until their successors are appointed or elected and qualified). Proposal 2 is to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2017. Proposal 3 is the approval of the Company's 2017 Omnibus Incentive Plan. Proposal 4 is the approval, on an advisory basis, of our named executive officer compensation. Proposal 5 is an advisory vote on the frequency of an advisory vote on executive compensation. Proposal 6 is a stockholder proposal regarding the issuance of a sustainability report.
  Your vote is very important . Accordingly, whether or not you plan to attend the Annual Meeting in person, you should vote by using one of the methods described in the proxy materials. You may vote your shares at the Annual Meeting by attending and voting in person, by voting via the Internet or by telephone as described in the proxy materials, or by having your shares represented at the Annual Meeting by a valid proxy. If your shares are not registered directly in your name (e.g. you hold your shares in a stock brokerage account or through a bank or other holder of record), you may vote by following the instructions detailed on the notice or voting instruction form you receive from your broker or other nominee.
Any stockholder who executes and delivers a proxy has the right to revoke it any time before it is exercised by delivering to the Secretary of the Company an instrument revoking it or a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person. Subject to revocation, the proxy holders will vote all shares represented by a properly executed proxy received in time for the Annual Meeting in accordance with the instructions on the proxy. If no instruction is specified with respect to a matter to be acted upon, the shares represented by the proxy will be voted in accordance with the recommendation of the Board of Directors.
 
The expenses of preparing, assembling, printing and mailing the Internet Availability Notice, this Proxy Statement and the materials used in the solicitation of proxies will be borne by the Company. Proxies will be solicited through the Internet and the mail and may be solicited by our officers, directors and employees in person or by telephone, email or facsimile. They will not receive additional compensation for this effort. We do not anticipate paying any compensation to any other party for the solicitation of proxies, but may reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to beneficial owners. The Company may retain the services of a proxy solicitation firm if, in the Board's view, it is deemed necessary or advisable. Although the Company does not currently expect to retain such a firm, it estimates that the fees of such firm could be up to $20,000, plus out-of-pocket expenses, all of which would be paid by the Company.

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Record Date and Quorum Requirements
 
March 31, 2017 has been fixed as the record date (the Record Date) for the determination of stockholders entitled to notice of and to vote at the Annual Meeting. As of the Record Date, 51,069,510 shares of the Company's common stock, par value $0.001 per share (the Common Stock), were issued and outstanding. Each issued and outstanding share of Common Stock will be entitled to one vote. The Common Stock will vote as a single class with respect to all matters submitted to a vote of the stockholders at the Annual Meeting.
  In order to constitute a quorum for the conduct of business at the Annual Meeting, a majority of the issued and outstanding shares of the Common Stock entitled to vote at the Annual Meeting must be represented, either in person or by proxy, at the Annual Meeting. Under Delaware law, shares represented by proxies that reflect abstentions or broker non-votes will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum.
Required Vote
 
For purposes of the election of directors, election of the Class I director nominees will require the affirmative approval of a majority of the votes cast with respect to each director's election. A majority of votes cast with respect to a director's election meant that the number of votes cast " FOR " a director's election exceeds the number of votes cast " AGAINST " that director's election, with abstentions and broker non-votes not counted as a vote cast either " FOR " or " AGAINST " that director's election. Ratification of Deloitte & Touche LLP as our independent registered public accounting firm and approval of Proposals 3, 4, 5 and 6 will require the affirmative vote of a majority of the outstanding shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote. In determining whether Proposals 2, 3, 4, 5 and 6 have received the requisite number of affirmative votes, abstentions will be counted as shares entitled to vote and will have the same effect as votes against the proposals. Broker non-votes, however, will be treated as not entitled to vote for purposes of determining approval of Proposals 2, 3, 4, 5 and 6 and will not be counted as votes for or against Proposal 2, 3, 4, 5 and 6. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Unless instructed to the contrary, the shares represented by proxies will be voted FOR the election of the Class I director nominees. Properly executed, unrevoked proxies will be voted FOR Proposals 2, 3, and 4 and FOR the option of every one year on Proposal 5 unless a vote against such proposals or abstention is specifically indicated in the proxy. Properly executed, unrevoked proxies will be voted AGAINST Proposal 6 unless a vote for such proposal is specifically indicated in the proxy.

Additional Information Regarding the Internet Availability of Our Proxy Materials

We are pleased to take advantage of SEC rules that allow companies to furnish their proxy materials over the Internet. Accordingly, we sent to the majority of our stockholders an Internet Availability Notice regarding the Internet availability of the proxy materials for this year’s annual meeting. Other stockholders were instead sent paper copies of the proxy materials accessible on the Internet. Instructions on how to access the proxy materials over the Internet or to request a paper copy can be found in the Internet Availability Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis by going to www.proxyvote.com and following the instructions. A stockholder’s election to receive proxy materials by mail or e-mail will remain in effect until the stockholder terminates it.

Please note that you cannot vote your shares by filling out and returning the Internet Availability Notice. The Internet Availability Notice does, however, include instructions on how to vote your shares.

If your shares are registered directly in your name with our transfer agent, you are considered, with respect to those shares, the “stockholder of record.” In that case, either the Internet Availability Notice or the Notice of Annual Meeting, this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 have been sent directly to you.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in street name. In such case, either a notice similar to the Internet Availability Notice or the Notice of Annual Meeting, this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 should have been provided (or otherwise made available) to you by your broker, bank or other holder of record who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting.



 

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PROPOSAL 1: ELECTION OF THREE DIRECTORS
General
 
Our amended and restated certificate of incorporation provides for a classified Board of Directors consisting of three classes of directors, each serving staggered three-year terms and each class as nearly equal in number as possible as determined by our Board of Directors. As a result, a portion of our Board of Directors will be elected each year. Messrs. Roy E. Christensen, Barry M. Smith and Dr. John G. Nackel have been designated Class I directors, and their term expires at this Annual Meeting. Messrs. Christopher R. Christensen and Daren J. Shaw have been designated Class II directors, and their term expires at the 2018 annual meeting of the stockholders. Dr. Antoinette T. Hubenette and Mr. Lee A. Daniels have been designated Class III directors, and their term expires at the 2019 annual meeting of the stockholders.

On the recommendation of the nominating and corporate governance committee, our Board of Directors, including its independent directors, selected and approved Messrs. Roy E. Christensen, Barry M. Smith and Dr. John G. Nackel as nominees for election in Class I, the class being elected at the Annual Meeting, to serve for a term of three years, expiring at the 2020 annual meeting of the stockholders or until his successor is duly appointed or elected and qualified or until his earlier resignation or removal.
 
Messrs. Roy E. Christensen, Barry M. Smith and Dr. John G. Nackel currently serve as members of our Board of Directors, and have agreed to serve if elected. In the event the nominees named herein are unable to serve or decline to serve at the time of the Annual Meeting, the persons named in the enclosed proxy will exercise discretionary authority to vote for substitutes. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the nominees. This proxy cannot be voted for a greater number of persons than three.
Directors and Nominees
 
The following table and biographical information sets forth certain information with respect to the nominees for election as well as the continuing directors whose terms expire at the annual meeting of stockholders in 2017 and 2018. The information is current as of March 31, 2017. The information presented below for each director includes the specific experience, qualifications, attributes and skills that led us to the conclusion that such director should be nominated to serve on our Board of Directors in light of our business.
 
 
 
 
 
 
 
Name
 
Position with the Company
 
Age
 
Director Since
 
 
 
 
 
 
 
Roy E. Christensen
 
Co-founder, Chairman of the Board
 
83

 
1999
Christopher R. Christensen
 
Co-founder, President, Chief Executive Officer and Director
 
48

 
1999
Dr. Antoinette T. Hubenette
 
Director
 
68

 
2003
Dr. John G. Nackel
 
Director
 
65

 
2008
Daren J. Shaw
 
Director
 
60

 
2012
Lee A. Daniels
 
Director
 
60

 
2013
Barry M. Smith
 
Director
 
64

 
2014

Nominees for Election to the Board of Directors

Roy E. Christensen has served as our Chairman of the Board since 1999. He served as our Chief Executive Officer from 1999 to April 2006. He is a 55-year veteran of the long-term care industry and was founder and Chairman of both Beverly Enterprises, Inc., a healthcare company, and GranCare, Inc. (which later merged into Mariner Post-Acute Network, Inc.) a healthcare company. In 1994 he founded Covenant Care, Inc., a successful long-term care company, and served as its Chairman and Chief Executive Officer from 1994 to 1997. He was Chairman of GranCare, Inc. from 1988 to 1993, and Chief Executive Officer of GranCare, Inc. from 1988 to 1991. He was a member of President Nixon’s Healthcare Advisory Task Force on Medicare and Medicaid, and spent four years as a member of the Secretary of Health, Education and Welfare’s Advisory Task Force during the Nixon Administration. We believe that Mr. Christensen’s extensive experience in the skilled nursing industry and his proven leadership and business skills support the conclusion that he should serve as one of our directors. Mr. Christensen is the father of our Chief Executive Officer, Christopher R. Christensen.

John G. Nackel, Ph.D. has served as a member of our Board of Directors since his election to the Board in June 2008. He currently serves as Chairman of the Board's compensation committee, Chairman of the special committee, and also serves on the

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Board's audit committee and quality assurance and compliance committee. Dr. Nackel is currently the Chairman and Chief Executive Officer of Three-Sixty Advisory Group, LLC. Founded in 2007 by Dr. Nackel, Three-Sixty consults with leading health systems, payers, physicians, medical technology companies, and other providers. Dr. Nackel is a 25-year veteran of Ernst & Young where he advised health care companies in his role as a Global Managing Director of Health Care. Dr. Nackel also served as CEO of Ingenix Consulting (now Optum), President and Chief Operating Officer of Salick Cardiovascular Centers, Inc. and Executive Vice President of U.S. Technology. Since 2015, Dr. Nackel has served as a director of Mercury General Corporation (NYSE:MCY). During his career, Dr. Nackel has also served as a board member or chairman of several privately held start-ups and emerging companies, including Visual Health Solutions, Vitalacy, HealthTask, ConnectedHealth, NetStrike, and Sertan, Inc. He earned his bachelor's degree at Tufts University, master's degrees in public health and industrial engineering at the University of Missouri, and a Ph.D. in industrial engineering (health systems design) at the University of Missouri. He is a fellow of the American College of Healthcare Executives (FACHE) and the Healthcare Information and Management Systems Society (HIMSS). He is a senior member of the Institute of Industrial Engineers (IIE). We believe that Dr. Nackel’s extensive experience as a consultant and an advisor to healthcare companies, his extensive board and management experience and his valuable leadership and management insights support the conclusion that he should serve as one of our directors.

Barry M. Smith has served as a member of our Board of Directors since 2014. He currently serves on the Board’s compensation committee, nominating and corporate governance committee and the quality assurance and compliance committee. Mr. Smith has served as Chairman and Chief Executive Officer of Magellan Health, Inc., the nation’s largest provider of behavioral health services and a leading national provider of radiology benefit management services, specialty pharmacy and prescription benefit management services, since 2013. He founded and served as chairman, president and Chief Executive Officer of VistaCare, Inc., a national provider of hospice services, from 1996 to 2002, and he served as chairman of VistaCare in 2003. From 1990 through 1995, Mr. Smith served as Chairman and Chief Executive Officer of Value Rx, Inc., which was then one of the country’s largest pharmacy benefit management companies and, prior to that, served as vice president of operations for PCS Health Systems, also a pharmacy benefit management firm. We believe Mr. Smith’s extensive experience as a proven and experienced leader in many healthcare businesses that are closely related to our businesses as well as his valuable strategic and other management insights support the conclusion that he should serve as one of our directors.

Continuing Directors for Term Ending at the 2018 Annual Meeting of Stockholders

Christopher R. Christensen has served as our President since 1999 and Chief Executive Officer since April 2006. Mr. Christensen has concurrently served as a member of our Board of Directors since forming the Company in 1999 and currently sits on the Board’s Quality Assurance and Compliance committee. Prior to forming Ensign, Mr. Christensen served as acting Chief Operating Officer of Covenant Care, Inc., a California-based provider of long-term care. Mr. Christensen has overseen our company and its growth since our inception in 1999. Mr. Christensen served on the Board of Directors of CareTrust REIT from June 2014 to April 2015.  We believe that Mr. Christensen’s important role in the history and management of our company and its affiliates and his leadership and business skills, including his current position as Chief Executive Officer, support the conclusion that he should serve as one of our directors. Mr. Christensen is the son of our Chairman of the Board, Mr. Roy E. Christensen.

Daren J. Shaw has served as a member of our Board of Directors since March 2012. He currently serves as Chairman of the Board’s audit committee and also serves on the Board’s compensation committee, nominating and corporate governance committee and special committee. Mr. Shaw has served for more than 33 years in leadership capacities with several financial services firms. He currently serves as a Managing Director of the Investment Banking Group at D.A. Davidson & Co., a middle-market full-service investment banking firm. During his term as Managing Director at D.A. Davidson & Co., Mr. Shaw has served on the Senior Management Committee and Board of Directors and as the lead investment banker in a wide variety of transactions including public stock offerings, private placements, and mergers and acquisitions. Mr. Shaw also served for 12 years with Pacific Crest Securities, in various roles, including Managing Director. Mr. Shaw is also serving as a member of the board of directors of Profire Energy, Inc., a NASDAQ company. We believe that Mr. Shaw’s extensive experience and leadership in the financial services industry supports the conclusion that he should serve as one of our directors.
  Continuing Directors for Term Ending at the 2019 Annual Meeting of Stockholders

Antoinette T. Hubenette, M.D. has served as a member of our Board of Directors since June 2003. She currently serves as Chairperson of the Board’s quality assurance and compliance committee, and also serves on the Board’s special committee. Dr. Hubenette is a retired physician and the former President of Cedars-Sinai Medical Group in Beverly Hills, California. She served on the staff at Cedars-Sinai Medical Center from 1982 until 2015. She has served as a director of First California Bank, and its predecessor, Mercantile National Bank, since 1998, and she has served on the board of directors of Cedars-Sinai Medical Care Foundation and GranCare, Inc. (which was later merged into Mariner Post-Acute Network, Inc.). She is a member of numerous medical associations and organizations. We believe that Dr. Hubenette’s extensive board experience, management experience in

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the healthcare industry and her proven leadership and business capabilities support the conclusion that she should serve as one of our directors.

Lee A. Daniels has served as a member of our Board of Directors since June of 2013. He currently serves as the Chairman of the Board’s nominating and corporate governance committee and serves on the audit and compensation committees. Mr. Daniels is currently a professor of International Business and Marketing at the Marriott School of Management at Brigham Young University (BYU) where he has been teaching since 2004. Prior to joining the faculty at BYU, Mr. Daniels spent 25 years in international business where he worked in over 30 countries. Mr. Daniels served as the Chief Executive Officer and Managing Partner of Daniels Capital, LLC, an investment company that made real estate investments.  He was President of Newbridge Capital, Japan, one of the largest private equity funds in Asia, from 2001 to 2004, President and Representative Director of Jupiter Telecommunications Co., Ltd., the largest cable TV/internet/telephone company in Japan, and CEO of Titus Communications from 1998 to 2000. Mr. Daniels spent the majority of his career at AT&T where he served as President and Chief Executive Officer of AT&T Japan Ltd. from 1994 to 1998 and concurrently served as the Chairman of JENS, one of the first Internet Service Providers in Japan. Mr. Daniels has also served on numerous boards in Japan and the United States, including Raser Technologies and The US Travel Industry Association. He was also Chairman of the Board of the American International School in Japan, from 1999 to 2004.  Mr. Daniels earned a B.S. degree in Business Management from BYU, a Master’s Degree in International Business from Sophia University in Japan and completed the Executive Development Program at the J.L. Kellogg School of Management at Northwestern University. We believe that Mr. Daniels’ extensive management and board experience and his proven leadership and business capabilities support the conclusion that he should serve as one of our directors.

Affirmative Determinations Regarding Director and Nominee Independence
 
The NASDAQ Stock Market Rules require that a majority of the members of a listed company’s board of directors qualify as “independent,” as affirmatively determined by the Board of Directors. After review of all of the relevant transactions or relationships between each director (and his or her family members) and us, our senior management and our independent registered public accounting firm, our Board of Directors has affirmatively determined that each of Drs. Antoinette T. Hubenette and John G. Nackel and Messrs. Daren J. Shaw, Lee A. Daniels and Barry M. Smith is "independent" within the meaning of the applicable NASDAQ Stock Market Rules.

Each member of our Board of Directors serving on our Audit, Compensation and Nominating and Corporate Governance committees is “independent” within the meaning of the applicable NASDAQ Stock Market Rules and, as applicable, the Exchange Act.
Board Leadership Structure
 
The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board as the Board believes it is in the best interests of the Company to make that determination based upon the position and direction of the Company and the membership of the Board. The Board has determined that having the Company's Chief Executive Officer not serve as Chairman is in the best interest of the Company's stockholders at this time. However, the Board has determined that having the Company's former Chief Executive Officer serve as the Chairman makes the best use of the former Chief Executive Officer's extensive knowledge of the Company and its industry, as well as fostering greater communication between the Company's management and the Board.
Meetings and Committees of the Board of Directors
 
During the year ended December 31, 2016, our Board of Directors met five times. Each independent director and Mr. Christopher R. Christensen attended at least 75 percent of the meetings of our Board and the meetings of any of our Board committees on which they served that were held during the term of each director. Our Board of Directors and its committees also acted by way of various unanimous written consents during the year ended December 31, 2016.
 
Although we do not have a formal policy regarding attendance by members of our Board of Directors at our Annual Meeting of Stockholders, we encourage our directors to attend. At the 2016 Annual Meeting, all but one of the seven members of the Board of Directors were in attendance and we expect that at least a majority of our Board of Directors will attend the Annual Meeting.
 
Our Board of Directors has an audit committee, a compensation committee, a nominating and corporate governance committee, a quality assurance and compliance committee and a special committee. Each committee, other than the special committee, has a written charter. Copies of the charters for the audit committee, the compensation committee and the nominating and corporate governance committee are posted on our web site at http://www.ensigngroup.net under the Investor Relations section. In addition,

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the compensation committee, the audit committee and the Board of Directors meet, at times, without management present in executive session.
 
Compensation Committee.   Our compensation committee currently consists of Messrs. Daren J. Shaw, Lee A. Daniels, Barry M. Smith and Dr. John G. Nackel. Dr. Nackel serves as chairman of the compensation committee. All members of the compensation committee are independent directors, as defined in the NASDAQ Stock Market Rules. Our compensation committee held seven meetings in 2016. The primary functions of this committee include:

developing and reviewing policies relating to compensation and benefits;

determining or recommending to our Board of Directors the cash and non-cash compensation of our executive officers;

evaluating the performance of our executive officers and overseeing management succession planning;

administering or making recommendations to our Board of Directors with respect to the administration of our equity-based and other incentive compensation plans; and

overseeing the preparation of the Compensation Discussion and Analysis and the related Compensation Committee Report for inclusion in our annual proxy statement.

The compensation committee has not delegated any powers or authority to the Chief Executive Officer or any other executive officer of the Company in determining executive officer compensation. Our compensation committee retained the services of Willis Towers Watson, a national consulting firm, to assist in the development and validation of our executive compensation and incentive programs for 2016. For a discussion of the processes and procedures for determining executive and director compensation and the role of compensation consultants in recommending the amount or form of compensation, see the “Compensation Discussion and Analysis” section below.
 
Audit Committee.   Our audit committee currently consists of Messrs. Daren J. Shaw, Lee A. Daniels and Dr. John G. Nackel. Mr. Shaw serves as chairman of the audit committee. All members of the audit committee are independent directors, as defined in the NASDAQ Stock Market Rules and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the Exchange Act). Our audit committee held five meetings in 2016. Each member of our audit committee can read, and has an understanding of, fundamental financial statements. Our Board of Directors has determined that Mr. Shaw qualifies as an “audit committee financial expert” as that term is defined in the rules and regulations established by the Securities and Exchange Commission. This designation is a disclosure requirement of the Securities and Exchange Commission related to Mr. Shaw's experience and understanding with respect to certain accounting and auditing matters. The designation does not impose on Mr. Shaw any duties, obligations or liability that are greater than those generally imposed on him as a member of our audit committee and our Board of Directors, and his designation as an audit committee financial expert pursuant to this Securities and Exchange Commission requirement does not affect the duties, obligations or liability of any other member of our audit committee or Board of Directors. The primary functions of this committee include overseeing:

the conduct of our financial reporting process and the integrity of our financial statements and other financial information provided by us to the public or any governmental or regulatory body;

the functioning of our internal controls;

procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

the approval of our transactions with related persons;

pre-approving audit and permissible non-audit services to be performed by our independent accountants, if any, and the fees to be paid in connection therewith;

the engagement, replacement, compensation, qualifications, independence and performance of our independent auditors, and the conduct of the annual independent audit of our financial statements;

the company's legal compliance programs and any legal or regulatory matters that may have a material impact on the Company's financial statements; and

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the portions of our code of ethics and business conduct that relate to the integrity of our financial reports.

Both representatives of our independent registered public accounting firm and internal financial personnel regularly meet privately with the audit committee and have unrestricted access to this committee.
 
Nominating and Corporate Governance Committee.   Our nominating and corporate governance committee currently consists of Messrs. Lee A. Daniels, Daren J. Shaw and Barry M. Smith. Mr. Daniels serves as the chairman of the nominating and corporate governance committee. All members of the nominating and corporate governance committee are independent directors, as defined in the NASDAQ Stock Market Rules. Our nominating and corporate governance committee held four meetings in 2016. The primary functions of this committee include:

assisting the Board of Directors in establishing the minimum qualifications for a director nominee, including the qualities and skills that members of our Board are expected to possess;

identifying and evaluating individuals qualified to become members of our Board, consistent with criteria approved by our Board and our nominating and corporate governance committee;

selecting, or recommending that our Board selects, the director nominees for election at the next annual meeting of stockholders, or to fill vacancies on our Board occurring between annual meetings of stockholders;

management succession planning; and

developing, recommending to our Board, and assessing corporate governance policies for us.

Quality Assurance and Compliance Committee.   Our quality assurance and compliance committee is currently comprised of Messrs. Christopher R. Christensen, Barry M. Smith and Drs. John G. Nackel and Antoinette T. Hubenette. Dr. Hubenette currently serves as the chairperson of this committee. Our quality assurance and compliance committee held four meetings in 2016. The functions of this committee include:

overseeing the promulgation, and the updating from time to time as appropriate, of a written corporate compliance program that substantially conforms to the Office of the Inspector General Program Guidance for Nursing Facilities, including written policies, procedures and standards of conduct, as well as disciplinary guidelines to assist officers and employees charged with direct enforcement responsibility;

designating a corporate compliance officer, and functioning as the compliance committee to which such compliance officer reports;

ensuring that means exist for the delivery of appropriate compliance training and education to the officers and employees of our several subsidiaries;

establishing lines of communication for escalating compliance and quality control issues to our quality assurance and compliance committee and our Board;

establishing a system for internal monitoring and auditing of compliance and quality control issues; and

causing our officers to respond, as appropriate, to compliance and quality control issues and to take effective corrective action.

Special Committee. In September 2010, the Board of Directors appointed a special committee consisting solely of “independent directors” as such term is defined in Rule 5605(a)(2) of the NASDAQ Stock Market Rules. The membership of the special committee includes Mr. Daren J. Shaw and Drs. John G. Nackel and Antoinette T. Hubenette. Dr. Nackel serves as chairman of the special committee. The special committee was formed to represent the Board's, the Company's and the stockholders' interests in addressing allegations and related matters arising from or in connection with the investigation previously conducted by the Department of Justice (DOJ). The special committee has been empowered to act on behalf of the Board of Directors with respect to these matters, and has, among other things, retained independent legal counsel and other third-party consultants to facilitate its work. The special committee will dissolve at the time the Board of Directors determines that it is no longer necessary.

Board Role in Risk Oversight

7



 
Our Board of Directors is responsible for overseeing the Company's management of risk. The Board strives to effectively oversee the Company's enterprise-wide risk management in a way that balances managing risks while enhancing the long-term value of the Company for the benefit of the stockholders. The Board of Directors understands that its focus on effective risk oversight is critical to setting the Company's tone and culture towards effective risk management. To administer its oversight function, the Board seeks to understand the Company's risk philosophy by having discussions with management to establish a mutual understanding of the Company's overall appetite for risk. Our Board of Directors maintains an active dialogue with management about existing risk management processes and how management identifies, assesses and manages the Company's most significant risk exposures. Our Board expects frequent updates from management about the Company's most significant risks so as to enable it to evaluate whether management is responding appropriately.
 
Our Board relies on each of its committees to help oversee the risk management responsibilities relating to the functions performed by such committees. Our audit committee periodically discusses with management the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company's risk assessment and risk management policies. Our compensation committee helps the Board to identify the Company's exposure to any risks potentially created by our compensation programs and practices. For a further discussion of how the compensation committee helps mitigate this risk, see the section titled "Compensation Discussion and Analysis - Compensation Policy and Objectives" below. Our nominating and corporate governance and quality assurance and compliance committees oversee risks relating to the Company's corporate compliance programs and assist the Board and management in promoting an organizational culture that encourages commitment to ethical conduct and a commitment to compliance with the law. Each of these committees is required to make regular reports of its actions and any recommendations to the Board, including recommendations to assist the Board with its overall risk oversight function.
  The Company's Director Nomination Process
 
As indicated above, our nominating and corporate governance committee oversees the director nomination process. This committee is responsible for assisting the Board of Directors in establishing minimum qualifications for director nominees, including qualities and skills that members of our Board of Directors are expected to possess. Under our nominating and corporate governance committee charter, which is available at our website at www.ensigngroup.net, these criteria include the candidate's personal and professional integrity, the candidate's financial literacy or other professional or business experience relevant to an understanding of the Company and its business, the candidate's demonstrated ability to think and act independently and with sound judgment, and the candidate's ability to be effective, in conjunction with other members or nominees of the Board of Directors in collectively serving the long-term interests of the Company and its stockholders. Our nominating and corporate governance committee identifies and evaluates individuals qualified to become members of our Board of Directors. Our nominating and corporate governance committee then recommends that our Board of Directors select the director nominees for the election at the next annual meeting of stockholders, or to fill vacancies on our Board of Directors occurring between annual meetings of the stockholders.

We believe it is important to have an appropriate mix of diversity for the optimal functionality of the Board of Directors. Our nominating and corporate governance committee charter requires that the committee consider each candidate's qualities and skills and our nominating and corporate governance committee considers each candidate's background, diversity, ability, judgment, skills and experience in the context of the needs and current make up of the Board of Directors when evaluating director nominees. The Board of Directors believes it is important for each member of the Board of Directors to possess skills and knowledge in the areas of leadership of large, complex organizations, finance, strategic planning, laws and regulations, government relations and relevant industries, especially the healthcare and skilled nursing industries. These considerations help the Board of Directors as a whole to have the appropriate mix of diversity, characteristics, skills and experiences for the optimal functioning of the Board of Directors in its oversight of our Company. As part of its periodic self-assessment process, the nominating and corporate governance committee annually reviews and evaluates its performance, including overall composition of the Board of Directors and the criteria that it uses for selecting nominees in light of the specific skills and characteristics necessary for the optimal functioning of the Board of Directors in its oversight of our Company. Although we do not have a formal diversity policy relating to the identification and evaluation of nominees for director, the nominating and corporate governance committee considers all of the criteria described above in identifying and selecting nominees and in the future may establish additional minimum criteria for nominees.
 
The nominating and corporate governance committee will consider nominees for the Board recommended by stockholders who meet the eligibility requirements for submitting stockholder proposals for inclusion in the Company's next proxy statement. If an eligible stockholder wishes to recommend a nominee, he or she should submit such recommendation in writing to the Chair, Nominating and Corporate Governance Committee, care of the Corporate Secretary of the Company, Chad A. Keetch, at The Ensign Group, Inc., 27101 Puerta Real, Suite 450, Mission Viejo, California 92691, by the deadline for stockholder proposals set forth in the Company's last proxy statement, specifying the information set forth in the nominating and corporate governance

8



committee charter. All such recommendations will be brought to the attention of the nominating and corporate governance committee, and the nominating and corporate governance committee shall evaluate such director nominees in accordance with the same criteria applicable to the evaluation of all director nominees.
 
General Nomination Right of All Stockholders.   Any stockholder may nominate one or more persons for election as a director at an annual meeting of stockholders if the stockholder complies with the notice, information and consent provisions contained in our amended and restated bylaws. In order for a stockholder's director nomination to be timely, the stockholder must deliver written notice to our secretary not later than the close of business on the 60th day, nor earlier than the 90th day, prior to the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for on a date that is not within 30 days of such anniversary date, notice by the stockholder must be so received no earlier than the close of business on the 90th day prior to such annual meeting and not later than the close of business on the 60th day prior to such annual meeting, or not later than the close of business on the 10th day following the date on which public disclosure of the date of the meeting was made by the corporation, whichever occurs first. Such notification must contain the written consent of each proposed nominee to serve as a director if so elected and all other information required in Section 3.02 of our amended and restated bylaws.
  Director Compensation
 
In fiscal year 2016, our Chairman of the Board received an annual retainer of $100,000; and each of our non-employee directors received an annual retainer of $30,000. In addition, each member of the individual committees of the Board of Directors received the following retainers:
 
 
Chair
 
Member
Committee
 
Retainer
 
Retainer
Audit
 
$
30,000

 
$
10,000

Quality Assurance and Compliance
 
30,000

 
6,000

Special
 
12,000

 
4,500

Nominating and Corporate Governance
 
5,000

 
1,500

Compensation
 
5,000

 
2,500

 
Beginning January 1, 2017, the annual retainers for membership on the Nominating and Corporate Governance Committee and the Compensation Committee were changed from $1,500 to $2,000 and $2,500 to $3,000, respectively, and the annual retainer for the chairs for such committees changed from $5,000 to $12,000 and from $5,000 to $15,000, respectively.

We do not compensate our non-employee directors other than for their service on our Board of Directors or its committees. Historically, we have compensated our non-employee Board members based upon what we considered to be fair compensation. Compensation for Board and committee service is now partially based upon relevant market data that we obtain by reviewing director compensation by public companies in the skilled nursing industry. To establish board compensation, our compensation committee reviews the published director compensation information of other skilled nursing companies, including National Healthcare Corporation, Kindred Healthcare, Inc., Five Star Quality Care, Inc., Amedisys, Inc., Brookdale Senior Living Inc., and Genesis Healthcare, Inc. Based on these reviews, the compensation committee sets its annual retainers for outside directors and the Chairman of the Board and retainers to the chairpersons of each committee at levels that we believe are comparable to the median cash compensation paid to directors of these companies and the cash compensation payable to the Chairman of our Board is approximately equal to or less than the median cash compensation paid to the chairpersons of the boards of directors of these other companies who receive compensation for their role as chairpersons of the board and who are not also serving as the chief executive officers of such companies. We have employed this methodology to set compensation for our non-employee directors for 2016.

Prior to completing our initial public offering in 2007, we made only two stock option grants to our non-employee directors, which vested immediately upon the grant date. Our 2007 Omnibus Incentive Plan contains an automatic stock grant program for our directors. Each nonemployee director first elected to a three-year term prior to March 1, 2012 received an automatic stock grant for 1,800 shares of common stock on the 15th day of the month following each quarter end (Automatic Stock Grant Program). Starting in 2015, each non-employee director first elected prior to March 1, 2012 that is elected to a new three-year term began receiving an automatic stock grant of 1,500 shares on the 15th day of the month in each quarter after their current term expires and such shares vest over a three-year period, beginning with the first anniversary of the grant date.


9



Further, under the terms of our 2007 Omnibus Incentive Plan, each non-employee director first elected to a three-year term subsequent to March 1, 2012 receives a quarterly restricted stock grant of 1,500 shares on the 15th day of the month subsequent to quarter end and such shares shall vest over a three-year period, beginning with the first anniversary of the grant date. Directors elected to fill less than a three-year term will receive a pro rata stock award. These automatic director grants will continue on the same terms under our 2017 Omnibus Incentive Plan described in Proposal 3.

All unvested restricted stock grants will become fully vested on the date any such non-employee directors ceases serving on the Board unless such director is removed for cause. Pursuant to the Automatic Stock Grant Program, Board members receiving stock grants must maintain ownership of a minimum of thirty-three percent (33%) of the cumulative shares granted to him or her. Our Board of Directors and compensation committee considered the total compensation paid to directors of the companies named above in deciding to award these automatic stock awards. However, our Board of Directors and compensation committee determined the amount of stock awards based upon what they considered to be an appropriate incentive for board service to our company, and they did not attempt to base this number upon the amount awarded to directors of these other companies. Our Board has also determined that it may be necessary to provide additional incentives to prospective directors in order to recruit talented leaders to serve on the Board.

None of our directors or director nominees has any agreement or arrangement with any third party that relates to compensation or other payment in connection with that person’s candidacy or service as a director of our company.

The following table sets forth a summary of the compensation earned by our non-employee directors and Chairman in 2016. Our Chief Executive Officer, who currently serves as a director, does not receive any additional compensation for such service. All equity award amounts and related share price information discussed in this Director Compensation section have been adjusted to reflect the two-for-one stock split of the outstanding shares of our common stock paid on December 23, 2015 to stockholders of record on December 17, 2015.
 
 
 

 
 

 
 

 
 
 

 
 
Fees
 
Stock
 
All Other
 
 
 
 
 
Earned
 
Awards
 
Compensation
 
 
Total
Name
 
($)
 
($)(1)
 
($)
 
 
($)
 
 
 
 
 
 
 
 
 
 
Roy E. Christensen
 
100,000

 

 
309

(2)
 
100,309

Antoinette T. Hubenette
 
64,500

 
148,503

 

 
 
213,003

John G. Nackel
 
63,000

 
154,386

 

 
 
217,386

Daren J. Shaw
 
68,500

 
128,655

 

 
 
197,155

Barry M. Smith
 
40,000

 
128,655

 

 
 
168,655

Lee A. Daniels
 
47,500

 
128,655

 

 
 
176,155

(1
)
 
This column reflects the total dollar amount to be recognized for financial statement reporting purposes with respect to the fair value of the stock awards granted to each of the directors during the 2016 fiscal year in accordance with Accounting Standard Codification (ASC) 718, Stock Compensation . Dr. John G. Nackel received grants of 1,800 shares of restricted stock on January 15, 2016, April 15, 2016, July 15, 2016 and October 17, 2016. Dr. Antoinette T. Hubenette received grants of 1,800 shares of restricted stock on January 15, 2016, April 15, 2016 and July 15, 2016 and received a grant of 1,500 shares of restricted stock on October 17, 2016.    Messrs. Daren J. Shaw, Lee A. Daniels and Barry M. Smith received grants of 1,500 shares of restricted stock on January 15, 2016, April 15, 2016, July 15, 2016 and October 17, 2016. The fair value of these restricted stock awards on the grant dates was $21.26 on January 15, 2016, $23.23 on April 15, 2016, $21.67 on July 15, 2016 and $19.61 on October 17, 2016. Stock awards granted to Dr. Nackel in 2016 and Dr. Hubenette on January 15, 2016, April 15, 2016 and July 15, 2016 were immediately vested upon the grant date and therefore, compensation expense was recognized in full on the date these awards were granted. Awards granted to Dr. Hubenette on October 17, 2016, Messrs. Shaw, Smith and Daniels vest over a three-year period beginning on the first anniversary of the grant date and therefore, compensation expense is recognized ratably over the vesting period.   As of December 31, 2016, Mr. Shaw, Mr. Daniels, Mr. Smith and Dr. Hubenette held 10,500, 10,500, 10,000 and 1,500 unvested shares of restricted stock, respectively.
 
 
 
(2
)
 
Consists of term life insurance and accidental death and dismemberment insurance payments of $309.
 
 
 

Communications with Directors
 
Stockholders who would like to send communications to our Board, any committee of our Board or to any individual director may do so by submitting such communications to Chad A. Keetch at The Ensign Group, Inc., 27101 Puerta Real, Suite 450, Mission Viejo, California 92691. We suggest, but do not require, that such submissions include the name and contact information of the stockholder making the submission and a description of the matter that is the subject of the communication. Mr. Keetch

10



will then distribute such information to our Board of Directors for review. Communications received by the Company may be reviewed by Chad A. Keetch to ensure appropriate and careful review of the matter.

Code of Conduct and Ethics
 
We have adopted a code of ethics and business conduct that applies to all employees, including employees of our subsidiaries, as well as each member of our Board of Directors. The code of ethics and business conduct is available at our website at www.ensigngroup.net under the Investor Relations section.
 
We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this code of ethics by posting such information on our website, at the address specified above.
 
Recommendation of the Board of Directors
 
Our Board of Directors unanimously recommends that the stockholders vote FOR the election of the Class I director nominees listed above.


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PROPOSAL 2: APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We are asking the stockholders to ratify the selection of Deloitte & Touche LLP (Deloitte) as our independent registered public accounting firm for the year ending December 31, 2017. The affirmative vote of a majority of the common stock having voting power present in person or represented by proxy and entitled to vote will be required to ratify the selection of Deloitte.
 
Stockholders are not required to ratify the appointment of Deloitte as our independent registered public accounting firm. However, we are submitting the appointment for ratification as a matter of good corporate practice. If stockholders fail to ratify the appointment, the audit committee will consider whether or not to retain Deloitte. Even if the appointment is ratified, the audit committee may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.
 
Representatives of Deloitte will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

Principal Accountant Fees and Services
 
The following table presents fees for professional services rendered by Deloitte for the years ended December 31, 2016 and 2015:

 
 
2016
 
2015
 
 
 
 
 
Audit Fees (1)
 
$
945,550

 
$
908,950

Audit Related Fees
 

 

Tax Fees
 

 

All Other Fees (2)
 
2,600

 
2,200

Total
 
$
948,150

 
$
911,150

 
 
 
 
 
(1
)
 
Audit Fees consisted principally of fees for the audit of our financial statements and internal controls under the Sarbanes-Oxley Act of 2002, and review of our financial statements included in our Quarterly Reports on Form 10-Q, as well as fees incurred in connection with the preparation and filing of registration statements with the Securities and Exchange Commission.
 
 
(2
)
 
This amount represent subscription fees paid to Deloitte for use of an accounting research tool during the years ended December 31, 2016 and 2015.

  Pre-Approval Policies
 
Our audit committee approved all audit, audit-related, tax and other fees for services performed by our independent registered public accounting firm during the years presented. The audit committee has adopted an Audit and Non-Audit Services Pre-Approval Policy. This policy provides for general pre-approval for a specified range of fees for certain categories of routine services to be provided during a given calendar year. This general pre-approval is automatically renewed at the beginning of each calendar year, unless otherwise determined by the audit committee. If the cost of any proposed service exceeds the amount for which general pre-approval has been established, specific pre-approval by the audit committee is required. Specific pre-approval of services is considered at the regular meetings of the audit committee. The policy delegates authority to the Chairman of the audit committee to grant specific pre-approval between regularly scheduled audit committee meetings for audit and non-audit services not to exceed $200,000 and other services not to exceed $100,000. The policy also establishes a list of prohibited non-audit services. In making all of its pre-approval determinations, the audit committee considers, among other things, whether such services are consistent with the rules promulgated by the Public Company Accounting Oversight Board (the PCAOB) and the SEC regarding auditor independence, whether the independent auditor is best positioned to provide the most effective and efficient service, and whether the service might enhance the Company's ability to manage and control risk or improve audit quality. These and other factors are considered as a whole and no one factor is necessarily determinative.
 

12



Audit Committee Report
 
Our audit committee has reviewed and discussed with our management our audited consolidated financial statements and the establishment and maintenance of internal controls over financial reporting and has discussed with our independent registered public accounting firm the matters required to be discussed, as pursuant to Auditing Standard No. 16, "Communications with Audit Committees," as adopted by the PCAOB.
 
Our audit committee has received the written disclosures and the letter from our independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountant's communications with the audit committee concerning independence, and has discussed with the independent accountant the independent accountant's independence.
 
Our audit committee has also considered whether the provision of non-audit services provided to us by our independent registered public accounting firm is compatible with maintaining its independence and has discussed with the auditors such auditors' independence.
 
Based on its review, our audit committee recommended to our Board of Directors that the audited financial statements for the Company's year ended December 31, 2016 be included in our Annual Report on Form 10-K for the year ended December 31, 2016, which was filed on February 8, 2017.
 
Submitted by:

Daren J. Shaw (Chair)
Dr. John G. Nackel
Lee A. Daniels
Members of the Audit Committee
 
Recommendation of the Board of Directors
 
Our Board of Directors unanimously recommends that the stockholders vote FOR the ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2017.


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EXECUTIVE OFFICERS
 
The following table presents information regarding our current executive officers. The information is current as of March 31, 2017:  

 
 
 
 
 
Name
 
Age
 
Position
 
 
 
 
 
Christopher R. Christensen
 
48

 
President, Chief Executive Officer and Director
Barry R. Port
 
42

 
Chief Operating Officer, Ensign Services, Inc.
Beverly B. Wittekind
 
52

 
Vice President and General Counsel
Chad A. Keetch
 
39

 
Executive Vice President and Secretary
Suzanne D. Snapper
 
43

 
Chief Financial Officer

Information on the business background of Christopher Christensen is set forth above under “Directors and Nominees.”
 
Barry R. Port has served as the Chief Operating Officer of our wholly-owned subsidiary, Ensign Services, Inc., which provides consulting and management services to our skilled nursing and assisted living operations, since January 2012.  He previously served as the President of our subsidiary, Keystone Care, Inc., which supervised the operations of facilities in Texas, from March 2006 to December 2011.  Prior to 2006, he served as the CEO at our Bella Vita Health and Rehabilitation Center (formerly Desert Sky Health and Rehabilitation Center) skilled nursing and assisted living campus in Glendale, Arizona, from March 2004 to March 2006.   Before joining Ensign in March 2004, Mr. Port led Strategic Sourcing initiatives for Sprint Corporation, a telecommunications company, from 2001 to March 2004.

Beverly B. Wittekind has served as our Vice President and General Counsel since November 2009 and previously served as our Corporate Compliance Officer and as Vice President and General Counsel of our wholly-owned subsidiary, Ensign Services, Inc., which operates our Service Center, since 2002. Prior to joining the Company, she worked at Vista Hospital Systems, a non-profit hospital system based in Corona, California, where she served as General Counsel, Chief Compliance Officer and Vice-President of Risk and Litigation Management. Ms. Wittekind is a graduate of the University of Notre Dame Law School and began her career in private practice at Snell & Wilmer and was a partner in the firm of Doyle, Winthrop, Oberbillig and West, both in Phoenix, Arizona, where she specialized in the defense of healthcare providers in medical malpractice litigation.

Chad A. Keetch was appointed as our Executive Vice President and Secretary on June 1, 2014.  Prior to 2014, he served as our Vice President of Acquisitions and Business Legal Affairs and Assistant Secretary, where he was responsible for our acquisitions, real estate matters, securities transactions and investor relations. Prior to joining the Company, Mr. Keetch was an attorney at Stoel Rives LLP from September 2008 to March 2010 and Kirkland & Ellis LLP from September 2005 through September 2008, where his practice emphasized mergers and acquisitions, leveraged buyouts, capital markets transactions and corporate governance issues.

Suzanne D. Snapper has served as our Chief Financial Officer since August 2009, and previously served as our Vice President of Finance since joining Ensign in 2007. As Vice President of Finance, Ms. Snapper played a key role in taking the Company public in 2007. She also oversaw the implementation of our internal controls over financial reporting. Prior to joining the Company, she worked from 1996 to April 2007 as an accountant with KPMG LLP, where her practice included providing audit services for public companies in the technology, transportation and quick serve restaurant industries. Ms. Snapper is a certified public accountant.


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COMPENSATION DISCUSSION AND ANALYSIS
 
The following discussion and analysis provides information regarding our executive compensation objectives and principles, procedures, practices and decisions, and is provided to help give perspective to the numbers and narratives that follow in the tables in this section. This discussion will focus on our objectives, principles, practices and decisions with regards to the compensation of Christopher R. Christensen, Suzanne D. Snapper, Chad A. Keetch, Beverly B. Wittekind and Barry R. Port (Named Executive Officers).

Say on Pay

We submitted our executive compensation program to a vote, on an advisory basis, of our stockholders and received the support of approximately 85.9% of the shares of common stock present and eligible to vote at our 2016 annual meeting of stockholders. The compensation committee considered the results of this stockholder advisory vote as one of many factors in structuring its compensation practices in 2016. We pay careful attention to any feedback we received from our stockholders regarding our executive compensation, including the say on pay vote. Given the support for the advisory vote on 2015 executive compensation, the compensation committee determined the fundamental characteristics of the program should remain intact for 2016.

In consideration of the stockholder vote at our 2011 annual meeting, the Board of Directors has determined that the Company will hold an advisory vote on executive compensation every year in connection with its annual meeting of stockholders. In accordance with the requirements of the Exchange Act, we are submitting to stockholders an advisory vote on the frequency of say on pay votes at the Annual meeting as set forth in Proposal 5.
  Compensation Policy and Objectives
 
We believe that compensation paid to our executive officers should be closely aligned with our performance and the performance of each individual executive officer on both a short-term and a long-term basis, should be based upon the value each executive officer provides to our company, and should be designed to assist us in attracting and retaining the best possible executive talent, which we believe is critical to our long-term success. Because we believe that compensation should be structured to ensure that a significant portion of compensation earned by executives will be directly related to factors that directly and indirectly influence stockholder value, the “at risk” compensation of our executive officers generally constitutes a large portion of their total compensation potential. In addition, commensurate with our belief that those of our employees who act like owners should have the opportunity to become owners, many of our executive officers have a significant level of stock ownership, which we believe aligns the incentives of the executive officers with the priorities of our stockholders. To that end, it is the view of our Board of Directors and compensation committee that the total compensation program for executive officers should consist of the following:

Base salary;

Annual and other short-term cash bonuses;

Long-term incentive compensation; and

Certain other benefits.
The compensation committee believes that our executive compensation program has been appropriately designed to provide a level of incentives that do not encourage our Named Executive Officers to take unnecessary risks in managing their respective functions. As discussed above, a substantial portion of our Named Executive Officers' compensation is performance-based, consistent with our approach to executive compensation. Our annual incentive compensation program is designed to reward annual financial and/or strategic performance in areas considered critical to our short- and long-term success. In addition, we measure performance on a variety of bonus criteria other than our profit to determine an executive's annual incentive compensation award, such as positive survey results, clinical quality standards, positive patient feedback and feedback from other employees regarding such executives' performance. We believe this discourages risk-taking that focuses excessively on short-term profits at the sacrifice of our long-term health. Likewise, our long-term equity incentive awards are directly aligned with long-term stockholder interests through their link to our stock price and multi-year ratable vesting schedules. In combination, the compensation committee believes that the various elements of our executive compensation program sufficiently tie our executives' compensation opportunities to our focus on sustained long-term growth and performance.
The compensation committee’s charter enables the compensation committee to retain or obtain the advice of a compensation consultant, legal counsel, or other adviser (Compensation Adviser). The compensation committee is directly responsible for the appointment, compensation, and oversight of any such Compensation Adviser. In establishing our executive compensation

15



packages, the compensation committee has historically reviewed compensation packages of executives of companies in the skilled nursing industry based on publicly available information. Our compensation committee has the sole authority to retain and terminate the services of a compensation consultant who reports to the compensation committee. In 2009, our compensation committee engaged Steven Hall & Partners, a national consulting firm, to assist it in assessing industry comparability and competitiveness of our executive compensation packages to assist the compensation committee in establishing, developing and validating our executive compensation and incentive programs. In 2016, our compensation committee engaged Willis Towers Watson, a national consulting firm, to assist in the development and validation of our executive compensation and incentive programs for 2016.
The compensation committee may select, or receive advice from, a Compensation Adviser only after taking into consideration the following factors: (i) the provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser; (ii) the amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser; (iii) the policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the compensation committee; (v) any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and (vi) any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Company.
In 2016, the compensation committee retained Willis Towers Watson to conduct a peer group analysis and benchmarking assessment on director and executive compensation.  Willis Towers Watson, which is a nationally recognized compensation consultant, provided survey information, other publicly available information, and advice to the compensation committee with respect to compensation-related matters for non-employee director compensation and executive officers for a peer group of companies in our industry.  Willis Towers Watson evaluated the competitiveness of the base salaries, annual bonuses and long-term incentives awarded to our directors and executive officers, to provide competitive market data on compensation and incentive programs and to evaluate the continued appropriateness of existing programs.  Willis Towers Watson attended compensation committee meetings at the committee’s request and provided guidance to the compensation committee on compensation questions and issues as they arose.  The results of this consultation, in combination with the compensation committee’s own research and analysis, were a part of the process the compensation committee undertook in determining the executive compensation and incentive programs for 2016  (including the grants of equity incentive awards for our executives and directors).
Based on the consideration of the various factors as set forth in the rules promulgated by the SEC, the compensation committee does not believe that its relationship with Willis Towers Watson and the work of Willis Towers Watson on behalf of the compensation committee has raised any conflict of interest.
 
Principal Economic Elements of Executive Compensation
 
Base Salary.   We believe it is important to pay our executives' salaries within a competitive market range in order to attract and retain highly talented executives. Although historically we have not set executive salaries based upon any particular benchmarks, we may from time to time generally review relevant market data to assist us in our compensation decision process. We have historically validated our compensation decisions by comparing the compensation of executives at other public companies in the skilled nursing industry to the compensation of our executives. Our compensation committee reviewed the published compensation of the named executive officers of National Healthcare Corporation, Kindred Healthcare, Inc., Five Star Quality Care, Inc., Amedisys, Inc., Brookdale Senior Living Inc., and Genesis Healthcare, Inc. We believe that the base salaries and the total compensation of our executives are on the lower end of base salaries and median total compensation of executives with similar positions at comparable companies. Each of our executive's base salary is generally determined based upon job responsibilities, individual experience and the value the executive provides to our company. The compensation committee considered each of these factors in determining the compensation each executive would be paid in 2016. We may elect to change this practice in future years, and periodically in the past, the compensation committee has elected to employ a compensation consultant to examine our compensation practices. The decision, if any, to materially increase or decrease an executive's base salary in subsequent years will likely be based upon these same factors and others recommended by a compensation consultant, if any. Our compensation committee makes decisions regarding base salary at the time the executive is hired, and makes decisions regarding any changes to base salary on an annual basis.
 
Annual Cash Bonuses.   We establish an executive incentive program each year, pursuant to which certain executives may earn annual bonuses based upon our performance under the criteria set forth in our 2007 Omnibus Incentive Plan. Historically, in the first quarter of each year, our compensation committee identifies the plan's participants for the year and establishes an objective formula by which the amount, if any, of the plan's bonus pool will be determined. The committee also has the discretion to allocate the bonus pool among the individual executives prior to the end of the year and any such early allocation will remain subject to further adjustments upon the final determination of the bonus pool calculations during the first quarter of each year. This formula

16



is based upon adjusted annual income before provision for income taxes. The bonus pool is also adjusted to include certain clinical and governance performance and an additional multiplier that can increase or decrease the bonus pool based on the achievement of a pre-established target.

The 2016 lowest target increased by 5% from the 2015 lowest target. Our 2016 target reflects the normalized adjusted annual income before provision for income taxes (EBT) after the spin-off transaction with CareTrust REIT, Inc. Our 2015 target was adjusted to reflect EBT after the spin-off transaction with CareTrust REIT, Inc. to be comparable with our 2014 target. Our compensation committee established the following formula for the 2016 bonus pool:  

 
 
 
Adjusted Annual Income Before Provision for Income Taxes (EBT) in 2016
 
Bonus Pool
 
 
 
For EBT up to $25.8 million
 
$—
For EBT greater than $25.8 million, but less than $30.8 million
 
EBT between $25.8 million and $30.8 million * 2.5%
For EBT greater than $30.8 million, but less than $35.8 million
 
$0.125 million + (amount of EBT between $30.8 million and $35.8 million * 5.0%)
For EBT greater than $35.8 million, but less than $40.8 million
 
$0.375 million + (amount of EBT between $35.8 million and $40.8 million * 7.5%)
For EBT greater than $40.8 million, but less than $50.8 million
 
$0.750 million + (amount of EBT between $40.8 million and $50.8 million * 10.0%)
For EBT greater than $50.8 million, but less than $67.9 million
 
$1.750 million + (amount of EBT between $50.8 million and $67.9 million * 12.5%)
For EBT greater than $67.9 million
 
$3.883 million + (amount of EBT over $67.9 million * 15.0%)
EBT target of $79.3 million
 
+ or - 1% for every 1% increase or decrease above or below $79.3 million

Historically, in the first quarter of the subsequent year, our compensation committee subjectively allocates the bonus pool among the individual executives based upon the recommendations of our Chief Executive Officer and the compensation committee's perceptions of each participating executive's contribution to our financial, clinical and governance performance during the preceding year, and value to the organization going forward. The committee also has the discretion to allocate the bonus pool among the individual executives prior to the end of the year and any such early allocation will remain subject to further adjustments upon the final determination of the bonus pool calculations during the first quarter of each year. The financial measure that our compensation committee considers is our adjusted annual income before provision for income taxes. The clinical measures that our compensation committee considers include our success in achieving positive survey results and Centers for Medicare Services' five-star performance. The governance measure that our compensation committee considers includes succession planning and establishing a team made up of members of the Board of Directors and management with the goal of creating a strategy for the Board of Directors which emulates the culture of the organization. Our compensation committee also reviews and considers feedback from other employees regarding the executive's performance. Our compensation committee exercises discretion in the allocation of the bonus pool among the individual executives and has, at times, awarded bonuses that, collectively, were less than the bonus pool resulting from the predetermined formula. Based upon the predetermined formula, taking into consideration the urgent care center sales proceeds, a multiplier adjustment of $187,580, distribution of $400,000 reserved to be distributed to other employees outside of the pool and the overall results of the skilled nursing division, the bonus pool for 2016 was $3,500,000. Bonuses for 2016 performance were allocated to the Named Executive Officers who participated in the executive incentive program as follows: Christopher Christensen, $1,000,000, Suzanne Snapper, $900,000, Barry Port, $500,000 and Chad Keetch, $700,000. Beginning in 2011, we implemented a policy for allocating executive bonus compensation between cash and non-cash compensation, such that if the total executive pool is greater than $2.0 million, for every dollar greater than $2.0 million, half of the incentive will be paid in cash and half will be paid in fully vested restricted stock awards. This amount increased to $2.5 million in 2013 and 2014, $2.75 million in 2015 and $3.5 million in 2016. As the bonus pool was not greater than $3.5 million in 2016, the Company did not grant restricted bonus stock awards to the participating Named Executive Officers. These bonus stock awards, if granted, are fully vested and subject to one year transfer restriction.
Each year, our compensation committee reviews our financial performance goals and may adjust the bonus pool formula at its discretion to better align the amount available for annual executive bonuses with our objectives. Historically, the compensation committee has increased the amount of adjusted annual income before provision for income taxes that must be achieved in order to create the same bonus pool as the preceding year in order to increase the difficulty of receiving the same bonus. The allocation

17



of this bonus pool to the participating executives remains discretionary based upon the compensation committee's determination of each participating executive's contribution to our annual performance and value to the organization going forward. The 2017 financial performance goals and bonus pool formula have been established by the compensation committee consistent with historical practices. The 2017 plan includes specific governance performance goals, which include succession planning and establishing a capital market strategy. In addition, the compensation committee has continued the “clawback” policy previously established, which allows our Board to recover performance-based compensation paid to our executives under our executive incentive plan in certain circumstances where there has been a restatement of the Company's financial results or where subsequent events diminish the performance metrics, including clinical results, upon which the prior incentive payments were based.
Long-Term Incentive Compensation.   We believe that long-term performance is achieved through an ownership culture. Accordingly, we encourage long-term performance by our executives and other key personnel throughout the organization through the use of stock-based awards, and to this end, our compensation committee has in the past administered our incentive plans consistently in terms of frequency and number of grants. We have adopted equity incentive plans that permit the grant of stock, stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other stock-based awards. Historically, we have generally issued stock options and restricted stock under these plans.

In order to preserve the linkage between the interests of executives and other key personnel and those of stockholders, we generally grant stock options to those executives and others who do not already have a significant level of stock ownership. Our executives who have significant levels of stock ownership are not permitted to hedge the economic risk of such ownership. We intend to continue to provide long-term awards through the granting of stock based awards. Beginning in 2011, we implemented a policy for allocating executive bonus compensation between cash and non-cash compensation. Under this policy, if the total executive pool is greater than $2.0 million, for every dollar greater than $2.0 million, half of the incentive will be paid in cash and half will be paid in fully vested restricted stock awards. This amount increased to $2.5 million in 2013 and 2014, $2.75 million in 2015 and $3.5 million in 2016. The individuals receiving these awards will be required to hold them for one year from the end of the calendar year for which they are earned. The ownership and restriction on the restricted stock awards will not terminate upon separation of the individual from the Company.
 
Except with respect to grants to our directors and other stock grants issued pursuant to the executive incentive plan, the stock options and restricted stock awards that we grant generally vest as to 20% of the shares of common stock underlying the option or restricted stock award on each anniversary of the grant date. If a recipient’s employment with us terminates, then the restricted stock that remains unvested as of the date of the termination of the recipient’s employment will be forfeited without compensation. Until vested, the restricted stock may not be transferred, and vested shares shall be subject to our insider trading policy. Stock options generally have a maximum term of ten years. The grant dates of our stock options and restricted stock awards are generally the date our Board of Directors or compensation committee meets to approve such stock option grants or restricted stock awards. Our Board of Directors or compensation committee historically has approved stock-based awards at regularly scheduled meetings. Our Board of Directors and compensation committee intend to continue this practice of approving the majority of stock-based awards at regularly scheduled meetings on a quarterly basis, unless earlier approval is required for a new-hire inducement or position change grant; regardless of whether or not our Board of Directors or compensation committee knows material non-public information on such date. The exercise price of our stock options is the fair market value of our common stock on the date of grant as determined by the closing price of our common stock on the NASDAQ Stock Market on the date of grant. Prior to the exercise of an option, the holder has no rights as a stockholder with respect to the shares of common stock underlying the option, including voting rights and the right to receive dividends or dividend equivalents. However, the recipients of restricted stock will have the right to vote and to receive any dividends or other distributions paid with respect to their shares of restricted stock, whether vested or unvested.

 Mr. Christopher Christensen historically has made recommendations to our compensation committee and Board of Directors regarding the amount of stock options and other compensation to grant to our other executives based upon his assessment of their performance, and may continue to do so in the future. Our executive officers, however, do not have any role in determining the timing of our stock option grants.
 
Although we do not have any formal policy for determining the amount of stock-based awards or the timing of our stock-based awards, we have historically granted stock options or restricted stock to high-performing employees (i) in recognition of their individual achievements and contributions to our company, and (ii) in anticipation of their future service and achievements.
 
Other Compensation.   Our executives are eligible to receive the same benefits that are available to all employees, including the premiums paid to provide life insurance equal to each executive's annual salary and the premiums to provide accidental death and dismemberment insurance. For 2016, Christopher Christensen and Barry Port received automobile allowances of $15,900 and $11,000, respectively, and third-party tax service payments of $12,640 and $3,975, respectively. Chad Keetch received third-party tax service payments of $1,160.

18



 
Tax Treatment of Compensation
 
Internal Revenue Code Section 162(m) limits the amount that we may deduct for compensation paid to our principal executive officer and to each of our three most highly compensated officers (other than our principal financial officer) to $1.0 million per person, unless certain exemption requirements are met. Exemptions to this deductibility limit may be made for various forms of performance-based compensation.  In this regard, among other things, we do intend that stock options granted under our 2007 Omnibus Incentive Plan qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code and therefore are exempt from the $1.0 million limit.  However, the compensation committee believes that in certain circumstances factors other than tax deductibility take precedence when determining the forms and levels of executive compensation most appropriate and in the best interests of us and our stockholders.  For example, the compensation committee may approve compensation, such as discretionary cash bonuses or time-vesting restricted stock awards, that will not meet the Section 162(m) requirements in order to, among other things, enable competitive levels of total compensation of our Named Executive Officers. Given our changing industry and business, as well as the competitive market for outstanding executives, the compensation committee believes that it is important to retain the flexibility to design compensation programs consistent with its overall executive compensation philosophy even if some executive compensation is not fully deductible. While the compensation committee cannot predict how the deductibility limit may impact our compensation program in future years, the compensation committee intends to maintain an approach to executive compensation that strongly links pay to performance.

In addition to salary and bonus compensation, upon the exercise of stock options that are not treated as incentive stock options, the excess of the current market price over the option price, or option spread, is treated as compensation and, accordingly, in any year, such exercise may cause an officer's total compensation to exceed $1.0 million. Under certain regulations, option spread compensation from options that meet certain requirements will not be subject to the $1.0 million cap on deductibility. While the compensation committee cannot predict how the deductibility limit may impact our compensation program in future years, the compensation committee intends to maintain an approach to executive compensation that strongly links pay to performance.

Equity Instrument Denominated in the Shares of a Subsidiary

As an extension of our belief that long-term performance is achieved through an ownership culture, we implemented the 2016 Omnibus Incentive Plan (the “Cornerstone Plan”) for Cornerstone Healthcare, Inc., a subsidiary of The Ensign Group and the holding company of various subsidiaries that own and operate home health and hospice agencies (Cornerstone).

The purpose of the Cornerstone Plan, which was approved by our Board on May 26, 2016, is to promote the interests of the Company and its stockholders by aiding Cornerstone in attracting and retaining officers, consultants, independent contractors capable of assuring the future success of Cornerstone and to attract and retain officers, employees and independent contractors for its Affiliates, to offer such persons incentives to continue in Cornerstone’s or its Affiliates’ employ or service, as applicable, and to afford such persons an opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in Cornerstone. The Board intends that the Cornerstone Plan will be primarily used for employees of Cornerstone and its Affiliates.

The Cornerstone Plan provides for the grant of stock options, restricted stock and other stock awards to eligible participants under the plan. The grant dates of these awards are generally the date of our Annual Stockholder Meeting when our Board of Directors or compensation committee meets to approve such stock option grants or restricted stock awards. The Board of Directors or compensation committee intent is to approve Cornerstone stock-based awards once per year on the date of our Annual Stockholder Meeting, regardless of whether or not our Board of Directors or compensation committee knows material non-public information on such date. The exercise price of Cornerstone stock options is the fair market value of Cornerstone common stock on the date of grant as determined by a third party appraisal.

The Compensation Committee of the Board of Ensign, has full administrative authority under the Cornerstone Plan, which authorizes the issuance of 6,258,709 shares of Cornerstone's common stock under the plan. As of March 31, 2017, a total of 3,443,419 shares of Cornerstone common stock were then subject to outstanding awards under the Cornerstone Plan, and an additional 3,190,290 shares of Cornerstone common stock were then available for new award grants under the Cornerstone Plan.

The stock options and restricted stock awards granted under the Cornerstone Plan generally vest as to 20% of the shares of common stock underlying the option or restricted stock award on each anniversary of the grant date. If a recipient’s employment with Cornerstone or its Affiliates terminates, then the restricted stock that remains unvested as of the date of the termination of the recipient’s employment will be forfeited without compensation. Because Cornerstone stock is not traded on a public exchange, shares obtained either by grant or by exercising options are subject to unique limitations. For example, recipients of Cornerstone common stock do not have any voting rights, dividend rights, or cash dividend rights and the shares are subject to limitations on transfer or sale. Until vested, the restricted stock may not be transferred and after such shares are vested, they may be subject to

19



further restrictions on transfer, sale or disposition contained in the Cornerstone Plan, a stockholders agreement between the participant and Cornerstone, and the terms and conditions of the respective award, including certain call rights and certain put rights set forth in the award.

On an annual basis, Cornerstone's common stock will be valued by an independent third party valuation firm. Once a final valuation has been received, each recipient will be given written notice of the value of Cornerstone and common stock. In order to provide the Cornerstone participants with liquidity in their Cornerstone common stock, each participant has a put right during a window of time established at the sole discretion of the Board. The Board intends that the put window will occur on an annual basis at around the same time of the Company’s annual stockholder meeting. The window will provide a fifteen day period during which the participants in the Cornerstone Plan can sell certain shares of Cornerstone stock back to Cornerstone. Only shares that are vested and that have been held for at least six months may be sold back to Cornerstone. Cornerstone, at its sole discretion, has the right to purchase all or a portion of such Cornerstone shares using cash or exchanging fully vested Ensign shares equal to the value of the Cornerstone shares being exchanged.

In order to preserve the linkage between the interests of the Company and Cornerstone, as well as executives and other key personnel and those of our stockholders, Cornerstone granted certain of our executives restricted stock awards in Cornerstone. Our executives who have significant levels of stock ownership are not permitted to hedge the economic risk of such ownership. These individuals receiving these awards will be required to hold them for one year from the end of the calendar year for which they are earned. The ownership and restriction on the restricted stock awards will not terminate upon separation of the individual from the Company. For 2016, restricted stock awards in Cornerstone were granted to the participating Named Executive Officers in the following dollar amounts: Christopher Christensen, $32,880, Suzanne Snapper, $13,700, Barry Port, $2,740 and Chad Keetch, $5,480. These bonus stock awards vest annually over a five year period.


20



COMPENSATION COMMITTEE REPORT
 
Our compensation committee has reviewed the foregoing Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and discussed the Compensation Discussion and Analysis with our management. Based on such review and discussions with management, the compensation committee recommended to our Board that the foregoing Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
 
Submitted by:
 
Dr. John G. Nackel (Chair)
Daren J. Shaw
Lee A. Daniels
Barry M. Smith
Members of the Compensation Committee

21



Executive Compensation
 
The following table shows information regarding the compensation earned during the fiscal year ended December 31, 2016 by our Named Executive Officers. For a discussion of the compensation of our directors, see “Director Compensation” described in Proposal 1 above. All equity award amounts and related share price information discussed in this Executive Compensation section have been adjusted to reflect the two-for-one stock split of the outstanding shares of our common stock paid on December 23, 2015 to stockholders of record on December 17, 2015.
 
Summary Compensation Table  

 
 
 

 
 

 
 

 
 

 
 
 
 

 
 

 
 
 

Name and Principal Position
 
Year
 
Salary ($)
 
Bonus ($)(1)
 
Option Awards($)(2)
 
Stock Awards ($)(3)
 
Non-Equity Incentive Plan Compensation ($)(4)
 
Other Compensation ($)
 
Total ($)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Christopher R. Christensen
 
2016

 
476,197

 

 
93,950

 
70,460

 
1,000,000

 
33,787

(5)
 
1,674,394

Chief Executive Officer
 
2015

 
462,327

 

 
227,160

 
793,348

 
1,621,827

 
22,664

 
 
3,127,326

and President
 
2014

 
452,840

 
500,000

 
738,301

(1)
545,595

 
1,354,405

 
36,670

 
 
3,627,811

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Suzanne D. Snapper
 
2016

 
316,725

 

 
131,530

 
66,312

 
900,000

 
4,231

(6)
 
1,418,798

Chief Financial Officer
 
2015

 
307,500

 

 
227,160

 
606,441

 
1,190,313

 
3,600

 
 
2,335,014

 
 
2014

 
295,485

 
500,000

 
843,773

(1)
408,691

 
1,014,614

 
5,419

 
 
3,067,982

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Chad A. Keetch
 
2016

 
292,125

 

 
131,530

 
58,092

 
700,000

 
1,424

(7)
 
1,183,171

Executive Vice President
 
2015

 
280,833

 

 
227,160

 
460,047

 
852,301

 
1,066

 
 
1,821,407

and Secretary
 
2014

 
246,033

 
300,000

 
527,358

(1)
287,169

 
712,831

 
1,720

 
 
2,075,111

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beverly B. Wittekind
 
2016

 
406,208

 
350,000

 
56,370

 
22,548

 
 
 
1,493

(8)
 
836,619

Vice President and
 
2015

 
410,612

 
500,000

 
85,880

 
34,352

 

 
3,995

 
 
1,034,839

General Counsel
 
2014

 
391,006

 
300,000

 
52,730

(1)

 

 
3,707

 
 
747,443

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Barry R. Port
 
2016

 
336,014

 

 
93,950

 
40,320

 
500,000

 
15,309

(9)
 
985,593

Chief Operating Officer,
 
2015

 
326,227

 

 
227,160

 
604,978

 
1,186,891

 
13,343

 
 
2,358,599

Ensign Services, Inc.
 
2014

 
312,658

 
350,000

 

 
445,082

 
1,104,918

 
18,354

 
 
2,231,012

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
 
For 2014, the compensation committee made approximately $3.9 million of special bonus awards, consisting of cash and option awards, to the Named Executive Officers partially in recognition of the successful completion of the Spin-Off. Including in Beverly Wittekind's amount is a $50,000 of special bonus related to the Spin-off and an annual discretionary bonus of $250,000. The special Spin-Off bonus awards were as follows:
Name
 
Special Cash Bonus ($)
 
Special Option Awards
 
Total Special Bonus ($)
Christopher R. Christensen
 
500,000

 
738,301

 
1,238,301

 
 
 
 
 
 
 
Suzanne D. Snapper
 
500,000

 
843,773

 
1,343,773

 
 
 
 
 
 
 
Chad A. Keetch
 
300,000

 
527,358

 
827,358

 
 
 
 
 
 
 
Beverly B. Wittekind
 
50,000

 
52,730

 
102,730

 
 
 
 
 
 
 
Barry R. Port
 
350,000

 

 
350,000

 
 
 
 
 
 
 



22



(2
)
 
The amounts shown are the amounts of total compensation cost to be recognized by us over the vesting period related to options to purchase common stock which were granted during fiscal year 2016, as a result of the adoption of ASC 718. These amounts disregard the estimated forfeiture rate which is considered when recognizing the ASC 718 expense in the consolidated financial statements. These awards are not immediately exercisable and vest over five years. For a discussion of valuation and forfeiture assumptions, see Note 17 in our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
 
 
 
(3
)
 
The amounts shown are the amounts of compensation cost to be recognized by us related to restricted stock awards which were granted during fiscal year 2016, 2015 and 2014, as a result of the adoption of ASC 718. These amounts disregard the estimated forfeiture rate which is considered when recognizing the ASC 718 expense in the consolidated financial statements. For a discussion of valuation and forfeiture assumptions, see Note 17 in our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. Including in the stock awards total is the 2016 restricted stock awards under the Cornerstone Plan. Cornerstone restricted stock awards were granted in 2016 to Christopher Christensen, Suzanne Snapper, Chad Keetch and Barry Port for the amount of $32,880, $13,700, $5,480 and $2,740, respectively. See further discussion under the heading "Compensation Discussion and Analysis--Equity Instrument Denominated in the Shares of a Subsidiary." In addition, a portion of the bonuses paid under the executive incentive plan to Christopher Christensen, Suzanne Snapper, Chad Keetch and Barry Port in 2015 of $702,484, $515,577, $369,183 and $514,114, respectively, and 2014 of $541,002, $405,250, $284,752 and $441,335, respectively, was in the form of fully vested stock awards. See further discussion under the heading "Compensation Discussion and Analysis--Principal Economic Elements of Executive Compensation."
 
 
 
(4
)
 
The amounts shown in this column constitute the cash bonuses made to certain Named Executive Officers. Christopher Christensen, Suzanne Snapper, Chad A. Keetch and Barry Port participated in our executive incentive program. These awards are discussed in further detail under the heading "Compensation Discussion and Analysis--Principal Economic Elements of Executive Compensation."
 
 
 
(5
)
 
Consists of term life insurance and accidental death and dismemberment insurance payments of $747,   a matching contribution to The Ensign Group, Inc. 401(k) retirement plan of $4,500, third-party tax service payments of $12,640   and a car allowance of $15,900.
 
 
 
(6
)
 
Consists of term life insurance and accidental death and dismemberment insurance payments of $310 and a matching contribution to The Ensign Group, Inc. 401(k) retirement plan of $3,921.
 
 
 
(7
)
 
Consists of term life and accidental death and dismemberment insurance payments of $264 and third-party tax service payments of $1,160.
 
 
 
(8
)
 
Consists of term life insurance and accidental death and dismemberment insurance payments of $985 and a matching contribution to The Ensign Group, Inc. 401(k) retirement plan of $508.
 
 
 
(9
)
 
Consists of term life insurance and accidental death and dismemberment insurance payments of $334, third-party tax service payments of $3,975 and a car allowance of $11,000.
.
 
 
 

23



Grants of Plan-Based Awards - 2016
 
The following table sets forth information regarding grants of plan-based awards made to our Named Executive Officers during 2016.
 
 
 
 
All Other Stock Awards: Number of Shares or Stock Units (#)
 
All Other Option Awards: Number of Securities Underlying Options (#)
 
Exercise or Base Price of Option Awards ($/Sh)
 
Grant Date Fair Value of Options or Stock Awards ($)
 
 
 
 
 
 
 
 
 
Name
 
Grant Date
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Christopher R. Christensen
 
8/31/2016
 

 
5,000

 
18.79

 
93,950

(1
)
 
 
8/31/2016
 
2,000

 

 

 
37,580

(2
)
 
 
 
 
 
 
 
 
 
 
 
 
Suzanne D. Snapper
 
8/31/2016
 

 
7,000

 
18.79

 
131,530

(1
)
 
 
8/31/2016
 
2,800

 

 

 
52,612

(2
)
 
 
 
 
 
 
 
 
 
 
 
 
Chad A. Keetch
 
8/31/2016
 

 
7,000

 
18.79

 
131,530

(1
)
 
 
8/31/2016
 
2,800

 

 

 
52,612

(2
)
 
 
 
 
 
 
 
 
 
 
 
 
Barry R. Port
 
8/31/2016
 

 
5,000

 
18.79

 
93,950

(1
)
 
 
8/31/2016
 
2,000

 

 

 
37,580

(2
)
 
 
 
 
 
 
 
 
 
 
 
 
Beverly B. Wittekind
 
8/31/2016
 

 
3,000

 
18.79

 
56,370

(1
)
 
 
8/31/2016
 
1,200

 

 

 
22,548

(2
)
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
 
The amounts shown are the aggregate fair value of the stock option awards which were granted under our 2007 Omibus Incentive Plan in fiscal year 2016, which will be recognized over the five year vesting period, as a result of adoption of ASC 718. These amounts disregard the estimated forfeiture rate which is considered when recognizing the ASC 718 expense in the consolidated financial statements. For a discussion of valuation and forfeiture assumptions, see Note 17 in our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
(2
)
 
Excluded in the total is the 2016 restricted stock awards granted under the Cornerstone Plan. Restricted stock awards were granted on May 26, 2016 to Christopher Christensen, Suzanne Snapper, Chad Keetch and Barry Port of 24,000, 10,000, 4,000 and 2,000 shares, respectively, for the amount of $32,880, $13,700, $5,480 and $2,740, respectively. The fair value of these restricted stock awards on the grant date of May 26, 2016 was $1.37. See further discussion under the heading "Compensation Discussion and Analysis--Equity Instrument Denominated in the Shares of a Subsidiary."
 
 
 



24



Outstanding Equity Awards at Fiscal Year-End - 2016
 
The following table lists the outstanding equity incentive awards held by our Named Executive Officers as of December 31, 2016.
 
Option Awards
 
Stock Awards (7)
 
Grant
 
Number of Options Awards Granted
 
Number of Options Awards
 
Number of Securities Underlying Unexercised Options Exercisable
 
Number of Securities Underlying Unexercised Options Unexercisable
 
Option Exercise Price
 
Option Expiration
 
Number of Shares or Units of Stock That Have Not Vested
 
Market Value of Shares or Units of Stock That Have Not Vested
 
Number of Shares or Units of Stock That Have Vested
 
Name
Date
 
(4)
 
Vested
 
(#)(1)(2)
 
(#)(2)
 
($)(4)
 
Date
 
(#)
 
($)(3)
 
(#)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Christopher R. Christensen
2/15/2012
 

 

 

 

 

 

 

 

 
18,150

(5
)
 
3/14/2013
 

 

 

 

 

 

 

 

 
7,688

(5
)
 
5/29/2014
 
128,310

(6
)
51,324

 

 
76,986

 
12.85

 
5/29/2024

 

 

 

 
 
2/4/2015
 

 

 

 

 

 

 

 

 
24,828

(5
)
 
7/30/2015
 
9,000

 
1,800

 
1,800

 
7,200

 
25.24

 
7/30/2025

 
2,880

 
64,454

 
720

 
 
3/14/2016
 

 

 

 

 

 

 

 

 
32,165

(5
)
 
8/31/2016
 
5,000

 

 

 
5,000

 
18.79

 
8/31/2026

 
2,000

 
44,760

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Suzanne D. Snapper
1/22/2008
 
64,154

 
64,154

 
9,800

 

 
3.01

 
1/22/2018

 

 

 

 
 
10/29/2008
 
21,996

 
21,996

 
6,600

 

 
4.06

 
10/29/2018

 

 

 

 
 
1/29/2009
 
21,996

 
21,996

 
21,996

 

 
4.56

 
1/29/2019

 

 

 

 
 
4/30/2009
 
54,990

 
54,990

 
54,990

 

 
4.23

 
4/30/2019

 

 

 

 
 
7/23/2009
 
21,996

 
21,996

 
21,996

 

 
4.35

 
7/23/2019

 

 

 

 
 
12/17/2009
 
36,660

 
36,660

 
36,660

 

 
4.06

 
12/17/2019

 

 

 

 
 
5/25/2010
 

 

 

 

 

 

 

 

 
4,000

 
 
10/14/2010
 

 

 

 

 

 

 

 

 
8,000

 
 
2/2/2011
 

 

 

 

 

 

 

 

 
3,000

 
 
3/15/2011
 

 

 

 

 

 

 

 

 
17,390

(5
)
 
8/11/2011
 

 

 

 

 

 

 

 

 
4,000

 
 
10/27/2011
 
9,164

 
9,164

 
9,164

 

 
6.42

 
10/27/2021

 

 

 
2,000

 
 
2/15/2012
 

 

 

 

 

 

 

 

 
12,088

(5
)
 
10/31/2012
 
7,332

 
5,684

 
5,684

 
1,648

 
7.96

 
10/31/2022

 
320

 
7,162

 
1,280

 
 
3/14/2013
 

 

 

 

 

 

 

 

 
4,726

(5
)
 
6/12/2013
 
9,164

 
5,498

 
5,498

 
3,666

 
9.75

 
6/12/2023

 
800

 
17,904

 
1,200

 
 
8/1/2013
 
9,164

 
5,498

 
5,498

 
3,666

 
10.59

 
8/1/2023

 
800

 
17,904

 
1,200

 
 
10/29/2013
 
3,666

 
2,198

 
2,198

 
1,468

 
11.49

 
10/29/2023

 
320

 
7,162

 
480

 
 
5/29/2014
 
146,640

(6
)
58,656

 
58,656

 
87,984

 
12.85

 
5/29/2024

 

 

 

 
 
2/4/2015
 

 

 

 

 

 

 

 

 
18,598

(5
)
 
7/30/2015
 
9,000

 
1,800

 
1,800

 
7,200

 
25.24

 
7/30/2025

 
2,880

 
64,454

 
720

 
 
3/14/2016
 

 

 

 

 

 

 

 

 
23,607

(5
)
 
8/31/2016
 
7,000

 

 

 
7,000

 
18.79

 
8/31/2026

 
2,800

 
62,664

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Chad A. Keetch
5/25/2010
 

 

 

 

 

 

 

 

 
2,000

 
 
2/2/2011
 

 

 

 

 

 

 

 

 
3,000

 
 
8/11/2011
 

 

 

 

 

 

 

 

 
4,000

 
 
10/27/2011
 
1,832

 
1,832

 
366

 

 
6.42

 
10/27/2021

 

 

 
400

 
 
2/8/2012
 
18,330

 
14,664

 
11,130

 
3,666

 
7.38

 
2/8/2022

 
800

 
17,904

 
3,200

 
 
7/26/2012
 
18,330

 
14,664

 
14,664

 
3,666

 
7.86

 
7/26/2022

 
800

 
17,904

 
3,200

 
 
10/31/2012
 
7,332

 
5,864

 
5,864

 
1,468

 
7.96

 
10/31/2022

 
320

 
7,162

 
1,280

 
 
6/12/2013
 
9,164

 
5,498

 
5,498

 
3,666

 
9.75

 
6/12/2023

 
800

 
17,904

 
1,200

 
 
10/29/2013
 
3,666

 
2,198

 
2,198

 
1,468

 
11.49

 
10/29/2023

 
320

 
7,162

 
480

 
 
5/29/2014
 
91,650

(6
)
36,660

 
36,660

 
54,990

 
12.85

 
5/29/2024

 

 

 

 
 
2/4/2015
 

 

 

 

 

 

 

 

 
13,068

(5
)
 
7/30/2015
 
9,000

 
1,800

 
1,800

 
7,200

 
25.24

 
7/30/2025

 
2,880

 
64,454

 
720

 
 
3/14/2016
 

 

 

 

 

 

 

 

 
16,904

(5
)
 
8/31/2016
 
7,000

 

 

 
7,000

 
18.79

 
8/31/2026

 
2,800

 
62,664

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beverly B. Wittekind
1/22/2008
 
14,664

 
14,664

 
14,664

 

 
3.01

 
1/22/2018

 

 

 

 
 
1/29/2009
 
10,998

 
10,998

 
10,998

 

 
4.56

 
1/29/2019

 

 

 

 
 
7/23/2009
 
14,664

 
14,664

 
14,664

 

 
4.35

 
7/23/2019

 

 

 

 
 
5/25/2010
 

 

 

 

 

 

 

 

 
3,000

 
 
10/27/2011
 
7,332

 
7,332

 
7,332

 

 
6.42

 
10/27/2021

 

 

 
1,600

 
 
5/15/2012
 
10,998

 
8,798

 
8,798

 
2,200

 
6.56

 
5/15/2022

 
480

 
10,742

 
1,920

 

25



 
10/29/2013
 
3,666

 
2,198

 
2,198

 
1,468

 
11.49

 
10/29/2023

 
320

 
7,162

 
480

 
 
5/29/2014
 
9,164

 
3,666

 
3,666

 
5,498

 
12.85

 
5/29/2024

 

 

 

 
 
10/29/2015
 
4,000

 
800

 
800

 
3,200

 
21.47

 
10/29/2025

 
1,280

 
28,646

 
320

 
 
8/31/2016
 
3,000

 

 

 
3,000

 
18.79

 
8/31/2026

 
1,200

 
26,856

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Barry R. Port
12/17/2009
 
29,328

 
29,328

 
24,328

 

 
4.06

 
12/17/2019

 

 

 

 
 
3/11/2010
 
21,996

 
21,996

 
21,996

 

 
4.77

 
3/11/2020

 

 

 

 
 
5/25/2010
 

 

 

 

 

 

 

 

 
4,000

 
 
7/29/2010
 

 

 

 

 

 

 

 

 
4,000

 
 
10/14/2010
 

 

 

 

 

 

 

 

 
4,000

 
 
2/2/2011
 

 

 

 

 

 

 

 

 
8,000

 
 
5/26/2011
 

 

 

 

 

 

 

 

 
4,000

 
 
10/27/2011
 
18,330

 
18,330

 
18,330

 

 
6.42