United States securities and exchange commission logo
August 9, 2023
Theodore Wahl
Chief Executive Officer
Healthcare Services Group, Inc.
3220 Tillman Drive
Bensalem, PA 19020
Re: Healthcare Services
Group, Inc.
Definitive Proxy
Statement on Schedule 14A
Filed April 28,
2023
File No. 000-12015
Dear Theodore Wahl:
We have limited our review of your most recent definitive proxy
statement to those issues
we have addressed in our comments. Please respond to these comments by
confirming that you
will revise your future proxy disclosures in accordance with the topics
discussed below.
Definitive Proxy Statement on Schedule 14A filed April 28, 2023
Pay versus Performance, page 25
1. Please clarify the peer
group you have used for purposes of the peer group total
shareholder return
column in the pay versus performance table. Refer to footnote 4 where
you indicate that you
have not identified a peer group based on either industry
classification or
financial characteristics. It also appears that your peer group is not the
same as the index you
use for disclosures under Regulation S-K Item 402(b), since that
index is based upon
financial characteristics. Regulation S-K Item 402(v)(2)(iv)
requires that you use
the same index or issuers you use for purposes of Regulation S-K
Item 201(e)(1)(ii) or,
if applicable, the companies you use as a peer group for purposes of
your Regulation S-K
Item 402(b) disclosures. If the peer group is not a published industry
or line-of-business
index, the identity of the issuers composing the group must be
disclosed in a
footnote.
2. We note that in naming
your non-PEO named executive officers, you include Mr.
McBryan in his role
as Executive Vice President, Chief Revenue Officer & Director. It
is not clear whether
this is intended to be limiting disclosure. If so, please ensure that the
amounts reported for
the Summary Compensation Table total and compensation actually
paid in the pay versus
performance table include all compensation required under
Regulation S-K Item
402(v)(2)(ii) and (iii). Refer to C&DI Question 128D.02
Theodore Wahl
Healthcare Services Group, Inc.
August 9, 2023
Page 2
regarding exclusion of other non-NEO compensation and the change in
value of awards
during the executive s tenure as a NEO, which should be included in
the calculation of
compensation actually paid.
3. Please provide a clear description of the relationship between your
total shareholder return
and the total shareholder return of the peer group you selected for
your pay versus
performance table, as required by Regulation S-K Item 402(v)(5)(iv).
Please contact Cheryl Brown at 202-551-3905 or Amanda Ravitz at
202-551-3412 with
any questions.
FirstName LastNameTheodore Wahl Sincerely,
Comapany NameHealthcare Services Group, Inc.
Division of
Corporation Finance
August 9, 2023 Page 2 Disclosure
Review Program
FirstName LastName