UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.  )

HEALTHCARE SERVICES GROUP, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

 

To the Shareholders of

HEALTHCARE SERVICES GROUP, INC.

NOTICE IS HEREBY GIVEN that the Annual Meeting (the "Annual Meeting"“Annual Meeting”) of Shareholders of Healthcare Services Group, Inc. (the "Company"“Company”) will be held at the Courtyard Philadelphia Bensalem, 3280 Tillman Drive, Bensalem, Pennsylvania 19020, on May 31, 2016,29, 2018, at 10:00 A.M., for the following purposes:

Only shareholders of record at the close of business on April 1, 20162, 2018 will be entitled to notice of and to vote at the Annual Meeting.

HEALTHCARE SERVICES GROUP, INC.

This proxy statement contains information related to the annual meeting of shareholders (the "Annual Meeting"“Annual Meeting”) of Healthcare Services Group, Inc. (the "Company," "we," "us"“Company,” “we,” “us” or "our"“our”), to be held on Tuesday, May 31, 2016,29, 2018, beginning at 10:00 a.m. (EDT), at the Courtyard Philadelphia Bensalem, 3280 Tillman Drive, Bensalem, Pennsylvania 19020, and at any postponements or adjournments thereof.

At the Company’s Annual Meeting, shareholders will hear an update on the Company’s operations, have a chance to meet some of our directors and executives and will act on the following matters:

Only holders of record of our Common Stock, $.01 par value (the "Common Stock"“Common Stock”) at the close of business on April 1, 20162, 2018 (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting. On the Record Date, there were issued and outstanding approximately 72,406,69473,739,000 shares of our Common Stock. Each share of Common Stock entitles the holder thereof to one vote. This Proxy Statement is being mailed to shareholders on or about April 18, 2016.26, 2018.

In order to carry on the business of the Annual Meeting, we must have a quorum. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of our Common Stock is required to constitute a quorum at the Annual Meeting.

Election of Directors

The affirmative vote of a plurality of the shares of Common Stock entitled to vote and present in person or by proxy at the Annual Meeting is required for the election to our Board of Directors of each of the nominees for director. Shareholders do not have the right to cumulate their votes in the election of directors.

Ratification of Independent Registered Public Accounting Firm and Approval of Executive Compensation

The affirmative vote of the holders of a majority of the votes cast at the Annual Meeting in person or by proxy and entitled to vote is required for approval of Proposal No. 2 and Proposal No. 3.

You may either vote 'FOR'‘FOR’ or 'WITHHOLD'‘WITHHOLD’ authority to vote for each nominee for election to the Board of Directors. You may vote 'FOR,' 'AGAINST'‘FOR,’ ‘AGAINST’ or 'ABSTAIN'‘ABSTAIN’ on Proposal No. 2 and Proposal No. 3. Abstentions will be counted as present for purposes of determining the existence of a quorum, but will have no effect on the vote of the particular proposal. If you sign and submit a proxy card without voting instructions, your shares will be voted 'FOR'‘FOR’ each director nominee, ,'FOR'‘FOR’ Proposal No. 2 and Proposal No. 3 and 'FOR'‘FOR’ or 'AGAINST'‘AGAINST’ any other proposal as recommended by the Board of Directors.

If shareholders do not give their brokers instructions as to how to vote shares held in street name, the brokers have discretionary authority to vote those shares on ‘routine’ matters, such as the ratification of the independent registered public accounting firm, but not on 'non-routine'‘non-routine’ proposals, such as the election of directors and the advisory vote regarding executive compensation. As a result, if you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote. Shares held by brokers who do not have discretionary authority to vote on a particular matter and who have not received voting instructions from their customers will be counted as present for the purpose of determining whether there is a quorum at the Annual Meeting, but will not be counted or deemed to be present in person or by proxy for the purpose of determining whether our shareholders have approved that matter.

You may vote in person at the Annual Meeting or by proxy. We recommend that you vote by proxy even if you plan to attend the Annual Meeting. You can always change your vote at the Annual Meeting.

Our Board of Directors isare asking for your proxy. Giving us your proxy means you authorize us to vote your shares at the Annual Meeting in the manner you direct. You may vote for or against the proposals or abstain from voting.

Proxies submitted will be voted by the individuals named on the proxy card in the manner you indicate. If you give us your proxy but do not specify how you want your shares voted, they will be voted in accordance with the Board of Directors recommendations.

You may receive more than one proxy or voting card depending on how you hold your shares. If you hold shares through someone else, such as a stockbroker, you may get materials from them asking how you want to vote. The latest proxy card we receive from you will determine how we will vote your shares.

A proxy may be revoked by delivery of a written statement to the Secretary of the Company stating that the proxy is revoked, by a subsequent proxy executed by the person executing the prior proxy and presented to the Annual Meeting, or by voting in person at the Annual Meeting.

Only shareholders, their proxy holders, and our invited guests may attend the Annual Meeting. For security purposes, all persons attending the Annual Meeting must bring identification with photo. If you wish to attend the Annual Meeting in person but you hold your shares through someone else, such as a stockbroker, you must bring proof of your ownership to the Annual Meeting. For example, you could bring an account statement showing that you owned shares of the CompanyCompany’s Common Stock as of the Record Date as acceptable proof of ownership.

All expenses in connection with this solicitation will be borne by the Company. It is expected that solicitation will be made primarily by mail, but regular employees or representatives of the Company may also solicit proxies by telephone, facsimile, email or in person, without additional compensation, except for reimbursement of out-of-pocket expenses.

The Company operates within a comprehensive plan of corporate governance for the purpose of defining responsibilities, setting high standards of professional and personal conduct and assuring compliance with such responsibilities and standards. The Company regularly monitors developments in the area of corporate governance. These include corporate governance standards and disclosure requirements resulting from the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"(“Sarbanes-Oxley”). In addition, the NASDAQ Stock Market, LLC ("NASDAQ"(“NASDAQ”) also has corporate governance and listing requirements. Our corporate governance policies are available on our website at http://investor.hcsgcorp.com/governance.cfm.

Messrs. Wahl and McBryan, and Mmes. Casey and Castagnino have extensive experience in the health care services industry. Each of the aforementioned persons’ operational experience, in addition to Mr. Wahl’s financial expertise, enables them to provide guidance with respect to our operations. Also, we believe since Mmes. Casey and Castagnino have not been employees of the Company and have served their careers in patient care and advocacy, respectively, they bring a patient care perspective to the Company. For instance, Mmes. Casey and Castagnino may become aware of new developments related to the healthcare services industry before the Company’s management learns of such developments and their impact on patient-related issues. Additionally, Ms. Castanino's experience with non-governmental and not-for profit institutions provides valuable insight into a customer segment that supports the fees paidCompany's growth strategy.

(d) reviewing with management and, where applicable, the Independent Auditors, prior to release, required annual, quarterly and interim filings by the Company did not exceed 5%with the SEC and the type and presentation of such firm’s total revenues.information to be included in earnings press releases;

Each of Messrs. Moss, Ottaviano and Briggs is an independent director as such term is defined by Rule 5605(a)(2) of the NASDAQ listing standards.standards and Rule 10A-3 of the Exchange Act.

We have also adopted a Code of Ethics and Business Conduct for directors, officers and employees of the Company. It is intended to promote honest and ethical conduct, full and accurate reporting and compliance with laws as well as other matters. A copy of the Code of Ethics and Business Conduct is posted on our website at www.hcsg.com.

Our Board is responsible for overseeing the Company'sCompany’s risk management process. The Board focuses on the Company'sCompany’s general risk management strategy, including the most significant risks facing the Company, and ensures that appropriate risk mitigation

The Board has delegated to the Audit Committee oversight of certain aspects of the Company’s risk management process. Among its duties, the Audit Committee oversees the Company’s compliance with legal and regulatory requirements and the Company'sCompany’s system of disclosure controls and system of internal financial, accounting and legal compliance controls. The Board receives a quarterly update from the Audit Committee, which includes a review of items addressed during prior quarters. Our other Board committees also consider and address risk as they perform their respective committee responsibilities. All committees report to the full Board as appropriate, including when a matter rises to the level of a material risk.

The Company’s management is responsible for day-to-day risk management under the direction of Jason J. Bundick, the Company'sCompany’s Chief Compliance Officer, General Counsel and Secretary. Our internal audit department serves as the primary monitoring and testing function for Company-wide policies and procedures, and manages the day-to-day oversight of the risk management strategy for the ongoing business of the Company. This oversight includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, financial, operational, and compliance and reporting levels. The Company conducts an annual review of the Company'sCompany’s disclosure controls and procedures, code of ethics and billing and sales compliance. To the extent deemed necessary, the Company revises such procedures and policies.

We believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing the Company and that our Board leadership structure supports this approach.

We believe thatThe Company pays each director who is not an employee of the collective skills, experiencesCompany $1,000 for each regular or committee meeting of the Board of Directors attended. In addition, Messrs. Visconto and qualificationsBriggs receive a quarterly retainer of our directors provides our$10,000 with respect to Mr. Visconto’s services as Chairman of the Board of Directors and Mr. Briggs’s services as Chairman of the Audit Committee and as the Audit Committee Financial Expert. In addition, as indicated above under Directors’ Compensation, Directors also receive option awards.

The Board has established a process for shareholders to send communications to the Board. Shareholders may communicate with the expertiseBoard generally or a specific director at any time by writing to: Healthcare Services Group, Inc., 3220 Tillman Drive, Suite 300, Bensalem, PA 19020, Attention: Corporate Secretary. The Company reviews all messages received, and experience necessaryforwards any message that reasonably appears to advancebe a communication from a shareholder about a matter of shareholder interest that is intended for communication to the interestsBoard of our shareholders. WhileDirectors. Communications are sent as soon as practicable to the director to whom they are addressed, or if addressed to the Board generally, to the chairman of the Nominating, Compensation and Stock Option CommitteeCommittee. Because other appropriate avenues of our Board hascommunication exist for matters that are not established any specific, minimum qualificationsof shareholder interest, such as general business complaints or employee grievances, communications that must be met by eachdo not relate to matters of our directors, it uses a variety of criteria to evaluate the qualifications and skills necessary for each member of the Board. In additionshareholder interest are not forwarded to the individual attributes of each of our current directors described below, we believe that our directors should have the highest professional and personal ethics and values, consistent with our longstanding values and standards. They should have broad experience in the industry the Company serves at the policy-making level in business, exhibit commitment to enhancing shareholder value and have sufficient time to carry out their duties and to provide insight and practical wisdom based on their past experience.Board.

Our non-director named executive officers for the 2017 fiscal year are listed below. For biographical information relating to Messrs. McCartney, Wahl and McBryan, and Ms. Casey has extensive experience in the health care services industry. Each of the aforementioned persons’ operational experience, in addition to Mr. Wahl’s financial expertise, enables them to provide guidance with respect to our operations. Also, we believe since Ms. Casey has not been an employee of the Company and has served her entire career as a direct patient care provider, she brings a patient care perspectiveplease refer to the Company. For instance, Ms. Casey may become aware of new developments in the healthcare services industry before the Company’s management learns of such developmentsBoard nominees under Proposal 1 and their impact on patient-related issues.

Section 16(a) of the Company is managed underExchange Act requires the directionCompany’s Directors, executive officers and 10% shareholders to file with the SEC and NASDAQ initial reports of ownership and reports of changes in ownership of the Board. The Board meetsCompany’s Common Stock. Directors and executive officers are required to furnish the Company with copies of all Section 16(a) reports which they file.

To the Company’s knowledge, based solely on a regularly scheduled basis duringreview of the Company's fiscal yearcopies of these reports furnished to review significant developments affecting the Company and written representations that no other reports were required, during 2017 all Section 16(a) filing requirements applicable to act on matters requiring Board approval. It also holds special meetings when an important matter requires Board action between scheduled meetingsits directors and also actsexecutive officers were complied with, other than a filing by unanimous written consent when necessaryDiane Casey which was one day late.

Sarbanes-Oxley sets forth various requirements for public companies and appropriate.directs the SEC to adopt additional rules and regulations.

Currently, the Company believes it is in compliance with all applicable laws, rules and regulations arising from Sarbanes-Oxley. The BoardCompany intends to comply with any additional rules and regulations adopted by the SEC pursuant to Sarbanes-Oxley no later than the time they become applicable to the Company.

The members of the Audit Committee from January 1, 2017 to December 31, 2017 were Messrs. John M. Briggs, Robert J. Moss and Dino Ottaviano. The Audit Committee met five times during the fiscal year ended December 31, 2015. During 2015, each member2017. The Audit Committee is responsible for the appointment of the Board participated in at least 75%Independent Auditors for each fiscal year, recommending the discharge of allthe Independent Auditors to the Board and applicable committee meetings held duringconfirming the period for which he or she was a director or committee member. Directors are expected to attend all Board meetings and meetings of committees on which they serve, and each Annual Meeting of Shareholders. In 2015, allindependence of the directors attendedIndependent Auditors. It is also responsible for: reviewing and approving the Company's Annual Meetingscope of Shareholders.the planned audit, the results of the audit and the Independent Auditors’ compensation for performing such audit; reviewing the Company’s audited financial statements; and reviewing and approving the Company’s internal accounting controls and disclosure procedures, and discussing such controls and procedures with the Independent Auditors.

The Board has established an Audit Committee and a Nominating, Compensation and Stock Option Committee to devote attention to specific subjects and to assist it in the discharge of its responsibilities. The functions of those committees, their current members and the number of meetings held during 2015 with respect to the Audit Committee, and the Nominating, Compensation and Stock Option Committee are described below:

(a) appointment, compensation and oversight of the Company'sThe Company’s Independent Auditors who report directly toare responsible for auditing the financial statements, as well as auditing the Company’s internal controls over financial reporting. The activities of the Audit Committee including (i) prior revieware in no way designed to supersede or alter those traditional responsibilities. The Audit Committee’s role does not provide any special assurances with regard to the Company’s financial statements, nor does it involve a professional evaluation of the Independent Auditors' plan forquality of the annual audit, (ii) pre-approval of both audit and non-audit services to be providedaudits performed by the Independent Auditors and (iii) annual assessmentAuditors.

In connection with the audit of the qualifications, performance and independence of the Independent Auditors;

The report ofAudit Committee and Grant Thornton LLP also discussed Grant Thornton LLP’s independence. In November 2017, the Audit Committee received from Grant Thornton LLP the written disclosures and the letter regarding Grant Thornton LLP’s independence required by Public Company Accounting Oversight Board Rule 3526.

In addition, the Audit Committee reviewed and discussed with management the Company’s audited financial statements for the fiscal year ended December 31, 2015 is included herein under “Audit Committee Report” below.2017, as well as management’s assessment of internal controls over financial reporting.

In consultation with the President and Chief Executive Officer of the Company, the Nominating, Compensation and Stock Option Committee develops guidelines and reviews the compensation and performance of the other executive officers of the Company, as well as any management fees paid by the Company for executive services, and sets the compensation of the executive officers of the Company and/or any management fees paid by the Company for executives services. In addition, the Nominating, Compensation and Stock Option Committee makes recommendations to the Board of Directors with respect to incentive-compensation plans and equity-based plans, and establishes criteria for the granting of options in accordance with such criteria; and administers such plans. The Nominating, Compensation and Stock Option Committee (currently composedreviews major organizational and staffing matters. In consultation with the President and Chief Executive Officer of Messrs. Ottavianothe Company, the Nominating, Compensation and McFaddenStock Option Committee oversees the development and Ms. Casey) assistsgrowth of executive management personnel. With respect to director compensation, the Board by:

The Nominating, Compensation and Stock Option Committee has not adopted a policy or processreviewed and discussed the Compensation Discussion and Analysis required by which shareholders may make recommendations to the Nominating, CompensationItem 402(b) of Regulation S-K with management and, Stock Option Committee of candidates to be considered by this Nominating, Compensationbased on such review and Stock Option Committee for nomination for election as Directors. The Nominating, Compensation and Stock Option Committee has determined that it is not appropriate to have such a policy because such recommendations may be informally submitted to and considered by the Nominating, Compensation and Stock Option Committee under its Charter. Shareholders may make such recommendations by giving written notice to Healthcare Services Group, Inc., 3220 Tillman Drive, Suite 300, Bensalem, PA 19020, Attention: Corporate Secretary either by personal delivery or by United States mail, postage prepaid. The Charter of the Nominating, Compensation and Stock Option Committee is provided on the Company's website, www.hcsg.com. The Nominating, Compensation and Stock Option Committee has not established a formal process for identifying and evaluating nominees for Director, although generally the Nominating, Compensation and Stock Option Committee may use multiple sources for identifying and evaluating nominees for Director, including referrals from current Directors and shareholders. The Nominating, Compensation and Stock Option Committee has identified certain qualifications it believes an individual should possess before it recommends such person as a nominee for electiondiscussions, recommended to the Board of Directors.Directors that the Compensation Discussion and Analysis be included in this proxy statement.

We refer to our President and Chief Executive Officer, the Chief Financial Officer our former Chief Executive Officer and each of our other three most highly compensated executive officers as our Named Executive Officers ("NEOs"(“NEOs”). As more fully described below, the base salary of Mr. Daniel McCartneytheir compensation was primarily based on a minimum base salary plus an additional amount based on the Company’s income from operations before income taxesperformance and in 2015, 2014 and 2013, the salaries and bonuses, where applicable, of Messrs. Wahl, Shea, Bryan McCartney, McBryan and Bundick were based on their performance and level of responsibility. Our Nominating, Compensation and Stock Option Committee (“NCSO Committee”) believes that the compensation paid is consistent with the principle that compensation plans of senior operational officers should be closely aligned with our performance on both a short-term and long-term basis to create value for shareholders, and that such compensation should assist us in attracting and retaining key executives critical to our long-term success.

In establishing compensation for executive officers, the following are the objectives of the Company and the Nominating, Compensation and Stock OptionNCSO Committee:

To achieve these objectives, our overall compensation program aims to pay our NEOs competitively, consistent with our success and their contribution to that success. To accomplish this we rely on programs that provide compensation in the form of both cash and equity. Although our Nominating, Compensation and Stock OptionNCSO Committee has not adopted any formal guidelines for allocating total compensation between cash and equity, the Nominating, Compensation and Stock OptionNCSO Committee considers the balance between providing short-term and long-term incentives which are designed to help align the interests of management with the interests of shareholders.

The Nominating, Compensation and Stock OptionNCSO Committee conducts an annual review of the aggregate level of our executive compensation, as well as the mix of elements used to compensate our executive officers. In addition, the Nominating, Compensation and Stock OptionNCSO Committee has historically taken into account input from other independent members of our Board and, to the extent available, publicly available data relating to the compensation practices and policies of other companies within and outside our industry. As part of the review of the Company’s compensation, the compensation policies of the following companies have been examined: AMN Healthcare Services, Inc. (a healthcare staffing company), Crothall Services Group (a provider of hospital housekeeping, hospital facilities management, and hospital environmental services) and ARAMARK Corporation (a food, hospitality and facility service company). The Nominating, Compensation and Stock OptionNCSO Committee believes that gathering information about the compensation practices of theseother companies is an important part of our compensation-related decision-making process. However, since none of these companieswe are specifically engaged in the Company's business and the Company is unaware of any other public company that is specifically engaged in the Company’s business and which provides housekeeping and food services solely to the health care industry and primarily to the long termlong-term care segment of the industry,industry. Therefore, if and when collected, market data is just one factor that the Company believes that compensation comparisons with the aforementioned companies are not apt. Accordingly, while the Nominating, Compensation and Stock OptionNCSO Committee is aware of the compensation practices of the companies set forth above, the Nominating, Compensation and Stock Option Committee has not necessarily relied on comparisons with such entities for purposes of making compensation decisions for Company executive officers and the Company does not benchmark compensation against the compensation of such other companies.considers.

The overwhelming majority of votes cast at the 20152017 Annual Meeting of Shareholders approved, on an advisory basis, the compensation of the Company'sCompany’s NEOs ("say-on-pay"(“say-on-pay”). The Nominating, Compensation and Stock OptionNCSO Committee considered that support in its efforts to align the Company'sCompany’s executive compensation policies with long-term shareholder interests.

The compensation of the President and Chief Executive Officer of the Company is determined by the Nominating, Compensation and Stock Option Committee. The compensation of the former Chief Executive Officer was also determined by the Nominating, Compensation and Stock OptionNCSO Committee. Such determinations regarding compensation are based on a number of factors including, in order of importance:

The Company applies a consistent approach to compensation for all employees, including senior management. This approach is based on the belief that the achievements of the Company result from the coordinated efforts of all employees working toward common objectives.

For NEOs other than the Company used rates of 1.48% and 1.40%, respectively, for purposes of calculating Mr. Daniel McCartney's incentive payments. The Company used a 3% rate for more than 20 years. Prior to 2006, such rate was deemed to be representative of performance-based compensation for the Chairman and Chief Executive Officer, as well as providing for a compensation level which reflectspercentages can be modified up or down based on other aspects of quantifiable financial and operational performance that the executive officers are accountable for. Examples of the performance of the Company. In 2007, the Company reduced the rate to 2.3% as it believed that this reduced rate was a fair and appropriate measure by reason of the continued increase in the Company's income before income taxes. Based on the continued increase in the Company's income before income taxes, the Company believed that further rate reductions including from 1.70% to 1.40% in 2013 after the reduction

Performance-based compensation is subject to incentivean overall maximum of two-times base salary for the Chief Executive Officer. The total performance-based compensation payments whichearned by Mr. Wahl for 2017 was $951,668, with $333,084 received as cash and the balance of $618,583 received in the form of shares of Company stock in 2018. Details of the performance based compensation for other NEOs is based on certain financial and non-financial performance measurements including Company and personal performance.set out in the Summary Compensation Table.

Long-term equity incentive awards are currently granted as a combination of stock options and 2014,restricted stock. Given the Nominating, CompensationCompany does not provide guidance or set targets externally, the NCSO Committee determined that this approach remains appropriate. The NCSO Committee believes that the use of stock options and Stock Option Committee granted options to purchase an aggregate of approximately 103,000, 92,000 and 96,000 shares of Common Stock, respectively, to our current NEOs and directors. Additionally, in January 2016, 2015 and 2014, the Nominating, Compensation and Stock Option Committee granted restricted stock provides a clear incentive to the NEOs to deliver long-term sustainable and profitable growth which translates into value creation for our shareholders, in a responsible way. The vesting of awards is phased over a period of an aggregate of 39,400, 22,275 and 12,225 shares, respectively,five-years to our current NEOs. Such awards are detailed for the respective NEOs in the table reporting on Grant of Plan-Based Awards included inreinforce this proxy statement. long-term focus.

In making its decision to grant these awards, the Nominating, Compensation and Stock OptionNCSO Committee considered the competitive challenges to our business and the commitments of time, energy and expertise our executive officers have expended to meet these challenges and foster the growth and financial position of the Company.

The Nominating, Compensation and Stock Optionfollowing awards were granted during 2017 to our NEOs:

The NCSO Committee has also granted stock options to all other levels of Company management and key employees providing collective alignment. In January 2018, 2017 and believes that2016, the grant of the stockNCSO Committee granted options to purchase an aggregate of approximately 125,000, 95,000 and 75,000 shares of Common Stock, respectively, to our current NEOs and directors. In January 2018, 2017 and 2016, the NEOs is aligned withNCSO Committee granted restricted stock units and restricted stock awards of an aggregate of approximately 54,000, 59,000, and 23,000 shares, respectively, to our NEOs. See the grants to such management and key employees and also alignstable entitled Grant of Plan-Based Awards included in this proxy statement for more information on the interest of management with shareholders. As indicated under "Compensation Objectives" above, the Nominating, Compensation and Stock Option Committee has not adopted any formal guidelines for allocating total compensation between cash and equity.2017 grants.

Other Elements of Compensation and Perquisites.

We believe that risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the Company. In addition, the Nominating, Compensation and Stock OptionNCSO Committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks.

The Company has structured its compensation program so that certain employees are incentivized primarily on their ability to achieve revenue and profit objectives of the customer accounts under their supervision and generate new business. Additionally, incentive compensation is earned on the achievement of certain non-financial objectives at levels across the Company, such as recruiting and developing future management personnel, reviewing subordinate employees, maintaining good client relations and compliance with Company operational reporting requirements. The Company believes that elements of this incentive policy may be subject to abuse. Specifically, the Company recognizes that incentivizing employees for new business generation could result in employees entering into agreements without conducting proper due diligence or an appropriate analysis of the creditworthiness of the prospective client. Similarly, employees may be tempted to hire employees prior to their quarterly review in order to meet their recruitment goals. The Company recognizes that managers may be tempted to give better performance reviews of their subordinates in order to boost the appearance of their own performance. Also, the Company recognizes that in preparing budgets upon which an employee will be reviewed, an employee may seek to be too conservative in his or her estimates in order to more easily achieve performance targets. The Company has carefully designed its compensation policies and practices to diminish the potential abuses inherent in such programs to avoid unnecessary risks to the Company and its shareholders.

The following table sets forth certain information regarding compensation paid or accrued during the Company’s prior three fiscal years, as applicable, for the Company’s President and Chief Executive Officer, Chief Financial Officer, former Chief Executive Officer and the three highest paid executive officers serving at the end of 20152017 (the NEOs).

The following table sets forth information concerning grants of plan-based awards made by us during the year ended December 31, 2015,2017, to each of the NEOs.

The Company has not entered into employment contracts with any of the NEOs. No previously granted options or other equity-based awards were re-priced or otherwise materially modified during the fiscal year ended December 31, 2015.2017. As set forth above in the "Compensation“Compensation Discussion and Analysis,"” the Company believes that part of the compensation for the NEOs should be in the form of long-term equity grants so as to align the interests of the Named Executive OfficersNEOs with the Company'sCompany’s shareholders. In accordance with these objectives, Messrs. Wahl, Shea, Bryan McCartney, McBryan, Daniel McCartney,Hurlock, and BundickKush received stock options to purchase of 15,000,30,000, 1,650, 15,000, 15,000, 15,0007,500 and 5,0006,000 shares of Common Stock, respectively, and restricted stock awardsunits of 7,500, 1,650, 2,500, 2,500, 7,50030,000, 9,650, 3,125, 7,906 and 625 shares,8,500, respectively. These stock options and restricted stock awards vest over five years, as an incentive to the NEOs to increase the long-term value of the Company and thereby increase the value of its Common Stock.

The following tables set forth information concerningtable summarizes the outstanding equity awards of each of the NEOs as of December 31, 2015:2017: