DEF 14A of Brookdale Senior Living Inc., Apr 29, 2024

DEF 14A of Brookdale Senior Living Inc.

Filed Apr 29, 2024 · FY20230001193125-24-122392

Open on EDGAR

  1. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | 4. | To approve the Brookdale Senior Living Inc. 2024 Omnibus Incentive Plan; and |

  2. Commitment to Governance Practices

    Commitment to Governance Practices

  3. Commitment to Governance Practices

    | Board Demographic Matrix | | | Commitment to Board Diversity | | Total Number of Directors | 8 | | The Board is committed to having a slate of nominees who represent various fields of experience, knowledge, and thought, as well as personal backgrounds. Assuming election of the full slate of nominees, the Board would include 62% women, 12% people of color, and 25% U.S. veteran representation. Ms. Baier also serves on the NYSE Board Advisory Council, which identifies and connects diverse board candidates to NYSE-listed companies seeking new directors. | | Independent Directors | 7 (88%) | | | | Average Tenure | 6 years | | | | Average Age | 66 | | | | | Female | Male | | | Gender Identity | 5 (62%) | 3 (38%) | | | Hispanic or Latino/a | 1 (12%) | – | | | White | 4 (50%) | 3 (38%) | | | U.S. Veteran | – | 2 (25%) | |

  4. Commitment to Governance Practices

    | Commitment to Governance Practices | | Independent Non-Executive Chairman of the Board with robust authority, including to approve Board agendas and call and preside over meetings of the independent directors Declassified Board such that all directors stand for election for annual terms Bylaws contain majority voting standard for uncontested director elections Bylaws contain proxy access procedures Corporate Governance Guidelines limit service on other public company boards (no more than three for independent directors and no more than one for the CEO) Annual evaluations of the Board and its committees Meaningful director stock ownership guidelines (5x annual retainer) Insider trading policy prohibits directors and executive officers from pledging or hedging Brookdale stock No stockholder rights plan (poison pill) or similar plan New director orientation program overseen by Nominating and Corporate Governance Committee |

  5. Commitment to Governance Practices

    | 2024 PROXY STATEMENT | v |

  6. Commitment to Governance Practices

    | General Information about the Annual Meeting |

  7. Commitment to Governance Practices

    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 Brookdale Senior Living Inc. (“Brookdale” or the “Company”) to be voted at the 2024 Annual Meeting of Stockholders to be held on Tuesday, June 18, 2024, and at any adjournment or postponement of the meeting (the “Annual Meeting” or the “2024 Annual Meeting”). Distribution of Proxy Materials On or about April 29, 2024, we expect to start mailing to holders of our common stock (other than those who previously requested electronic or paper delivery of proxy materials) a Notice of Internet Availability of Proxy Materials (“Notice”), which explains how to access the proxy materials online and to make the materials available on www.proxydocs.com/BKD. If you receive a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice tells you how to access and review the proxy materials online. The Notice also tells you how to submit your proxy via the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, follow the instructions in the Notice explaining how to request printed materials on a one-time or ongoing basis. Our proxy materials include the notice of the Annual Meeting, this proxy statement, and our 2023 Annual Report. Copies of these documents also are available on our website at brookdale.com/proxy. Except to the extent specifically incorporated herein, information contained or referenced on our website is not incorporated by reference into, and does not form a part of, this proxy statement. Stockholders Entitled to Vote Only stockholders of record at the close of business on April 22, 2024, the record date for the Annual Meeting, are entitled to receive notice of, attend, and vote at the Annual Meeting. As of the record date, there were outstanding and entitled to vote 193,012,561 shares of our common stock, excluding restricted stock units (“RSUs”) for which the holders have no voting rights. Each share of our common stock entitles the holder to one vote. A list of stockholders entitled to vote at the Annual Meeting will be available for examination at our principal executive offices for the ten days before the Annual Meeting between 9:00 a.m. and 5:00 p.m. Central time and at the Annual Meeting for any purpose germane to the meeting. Voting Choices and Recommendations of the Board With respect to Proposal 1 (Election of Directors), you will have the choice to vote “FOR,” “AGAINST” or “ABSTAIN” with respect to each nominee. With respect to all other proposals, you will have the choice to vote “FOR,” “AGAINST,” or “ABSTAIN.” The Board recommends a vote:

  8. Commitment to Governance Practices

    | 4. | “FOR” approval of the Brookdale Senior Living Inc. 2024 Omnibus Incentive Plan. |

  9. Majority Voting for Director Elections

    | Claudia Napal Drayton Independent Director Nominee | | Elizabeth Burnham Mace Independent Director Nominee | | | | Age: 56 Public Company Directorships: • 3D Systems Inc. (2021 – current) | | Age: 67 | | Ms. Drayton brings more than 20 years of operational and financial experience in healthcare and biotech companies. Currently, she serves on the board of 3D Systems Inc. (NYSE: DDD) where she is a member of the Audit Committee and Nominating and Governance Committee. Most recently, she served as the Chief Financial Officer of Quantum-Si Incorporated, a publicly-traded life-sciences company focused on protein sequencing and genomics for the healthcare industry. She held this role from April 2021 until June 2023, and during her tenure she oversaw the company’s successful transition to a publicly traded company. Prior to that Ms. Drayton served as the Chief Financial Officer of Nuwellis, Inc., a publicly-traded medical device company focusing on commercializing ultrafiltration technology for patients with heart failure. Before joining Nuwellis, she spent 15 years at Medtronic, a global leader in medical devices, where she held leadership positions of increasing responsibility in the finance organization. These included Chief Financial Officer for both the Peripheral Vascular and the Integrated Health Solutions business units. She began her career at Arthur Andersen LLP where she was an audit manager. Ms. Drayton received a B.B.A in Accounting from the University of Mary Hardin-Baylor and an M.B.A. from the University of Minnesota’s Carlson School of Management. | | Ms. Mace has more than 30 years of experience in research, economics, and market analysis. Most recently, she served as the Chief Economist and Director of Research and Analytics at the NIC from 2014 to June 2023. Prior to serving on NIC’s leadership team, she served on the NIC Board of Directors and chaired its Research Committee. She has also previously served as a director at AEW Capital Management and worked in the AEW Research Group for 17 years. Before AEW, she also spent 10 years at Standard & Poor’s DRI/McGraw-Hill as director of its Regional Information Service. Ms. Mace also worked as a regional economist at Crocker Bank, and for the National Commission on Air Quality, the Brookings Institute, and Boston Edison. She is currently a member of the Institutional Real Estate Americas Editorial Board. In 2020, Ms. Mace was inducted into the McKnight’s Women of Distinction Hall of Honor. In 2014, she was appointed a fellow at the Homer Hoyt Institute and was awarded the title of a “Woman of Influence” in commercial real estate by Real Estate Forum Magazine and Globe Street. Ms. Mace received a bachelor’s degree from the Mount Holyoke College and a Master’s of Science in Applied Economics from the University of California. She also earned a Certified Business Economist™ designation from the National Association of Business Economists. | | | Ms. Drayton’s extensive financial background and experience in the healthcare and other industries, along with her public company board experience, led to the conclusion that she should be nominated to serve as a member of the Board. | | Ms. Mace’s economic, research and analysis experience, as well as her knowledge of the senior housing industry through her service with NIC, led to the conclusion that she should be nominated to serve as a member of the Board. | |

  10. Majority Voting for Director Elections

    | Jordan R. Asher, MD Independent Director | | Lucinda M. Baier Director, President and Chief Executive Officer | | | | Director Since: February 2020 Age: 59 Brookdale Board Committees: • Investment • Nominating and Corporate Governance | | Director Since: February 2018 Age: 59 Public Company Directorships: • The Bon-Ton Stores, Inc. (2007 – 2016) | | Dr. Asher brings more than 20 years of expertise and a history of success in large matrixed, mission-based, national healthcare systems. He currently serves as Executive Vice President and Chief Clinical Officer of Sentara Healthcare, a large integrated delivery health system including a clinically integrated network and insurance company serving Virginia and North Carolina, where he has a wide range of responsibilities, including creating high quality, equitable, and innovative models of care delivery as well as providing national thought leadership directed towards the future of health care. From 2018 to 2023, he served as the Chief Physician Executive and Senior Vice President of Sentara. Prior to Sentara, Dr. Asher served in several executive roles with Ascension since 2006, including Chief Clinical Officer of its Ascension Care Management subsidiary from 2016 to 2018 with responsibility for network development and population and risk management, Chief Clinical Officer and Chief Innovation Officer of Ascension’s MissionPoint Health Partners subsidiary from 2015 to 2016, and Chief Medical Officer and Chief Integration Officer of MissionPoint Health Partners from 2011 to 2015. Dr. Asher earned a B.S. in Biology from Emory University, an M.D. from Vanderbilt University School of Medicine, and an M.S. in Medical Management from the University of Texas at Dallas and Southwestern Medical Center. | | Ms. Baier has served as Brookdale’s President and Chief Executive Officer and as a member of the Board since February 2018, after having served as Brookdale’s Chief Financial Officer since December 2015. Ms. Baier joined Brookdale from Navigant Consulting, Inc. where she served as Executive Vice President and Chief Financial Officer since 2013. In addition, Ms. Baier has had multi-billion dollar operations responsibility, been the chief executive officer for a publicly-traded retailer, and served as an executive officer of a Fortune 30 company. She has served for more than a decade as a board member of public and private companies and organizations and currently serves on the board of directors of NIC, where she serves as chair of the Diversity Equity Inclusion and Belonging Committee, the Nashville Health Care Council, where she serves as Chair, and the Nashville Chamber of Commerce Board of Directors. She is a member of the NYSE Board Advisory Council, which identifies and connects diverse board candidates to NYSE-listed companies seeking new directors. She also currently serves on Vanderbilt University Medical Center’s Board of Directors, including as a member of its Audit and Compliance Committee and Chair of the Quality and Safety Committee. A number of organizations have recognized Ms. Baier, including the CEO Forum Group’s 2021 Top 10 CEOs Transforming Healthcare in America; Nashville Medical News’ Class of 2021 “Women to Watch”; Corporate Citizenship 2020 Award from the Committee for Economic Development of The Conference Board; one of McKnight’s 2020 “Women of Distinction”; and Nashville Business Journal’s “Most Admired CEO” list for four years. Ms. Baier is a Certified Public Accountant and a graduate of Illinois State University, with B.S. and M.S. degrees in Accounting. | | | Dr. Asher’s deep experience in the evolving healthcare landscape, including a combination of clinical training and executive leadership experience, particularly in light of the healthcare industry’s transition to more integrated, value-based delivery and payment models, led to the conclusion that he should serve as a member of the Board. | | Ms. Baier’s continued leadership and accomplishments in the areas of our people, portfolio, and operations and strong crisis management as the Company’s President and Chief Executive Officer, and her prior leadership roles at other companies, led to the conclusion that she should serve as a member of the Board. | |

  11. Majority Voting for Director Elections

    | Frank M. Bumstead Independent Director | | Victoria L. Freed Independent Director | | | | Director Since: August 2006 Age: 82 Brookdale Board Committees: • Compensation (Chair) • Nominating and Corporate Governance Public Company Directorships: • Syntroleum Corporation (1993 – 2014) • American Retirement Corp. (1997 – 2006) | | Director Since: October 2019 Age: 67 Brookdale Board Committees: • Compensation • Nominating and Corporate Governance (Chair) Public Company Directorships: • ILG, Inc. (f/k/a Interval Leisure Group, Inc.) (2012 – 2018) | | Mr. Bumstead has over 40 years of experience in the field of business and investment management and financial and investment advisory services, including representing buyers and sellers in a number of merger and acquisition transactions. Mr. Bumstead is a principal shareholder of Flood, Bumstead, McCready & McCarthy, Inc., a business management firm that represents artists, songwriters and producers in the music industry as well as athletes and other high net worth clients, and has been with the firm since 1989. From 1993 to December 1998, Mr. Bumstead served as the Chairman and Chief Executive Officer of FBMS Financial, Inc., a registered investment advisor. He previously served as Chairman of the Board of Directors of the Country Music Association, Vice Chairman of the Board of Directors and Chairman of the Finance and Investment Committee of the Memorial Foundation, Inc., a charitable foundation, and as a member of the Board of Advisors of United Supermarkets of Texas, LLC and was Chairman of its Finance and Audit Committee. Mr. Bumstead received a B.B.A. degree from Southern Methodist University and a Masters of Business Management from Vanderbilt University’s Owen School of Management. | | Ms. Freed brings more than 25 years of executive leadership in the areas of sales, customer service, and marketing, and has earned numerous awards for outstanding achievement in sales and marketing during her career. Ms. Freed is Senior Vice President of Sales, Trade Support and Service for Royal Caribbean International, having served in that role since 2008, where she oversees the largest sales team in the cruise line industry and also manages the company’s consumer outreach, reservations, group sales, and customer service functions. Prior to her service with Royal Caribbean, Ms. Freed worked for 29 years with Carnival Cruise Lines, where she served as Senior Vice President of Sales and Marketing during the last 15 years of her tenure. She is a trustee of the United Way of Miami-Dade County and serves as a member of the board of Jewish Adoption and Foster Care Options (JAFCO). Ms. Freed earned a bachelor’s degree in business with an emphasis in marketing from the University of Colorado. | | | Mr. Bumstead’s experience in business management and as a director of several public companies, along with his knowledge of the senior housing industry (through his prior service as a director of American Retirement Corporation), led to the conclusion that he should serve as a member of the Board. | | Ms. Freed’s decades of executive leadership in sales, customer service, and marketing in the hospitality industry led to the conclusion that she should serve as a member of the Board. | |

  12. Majority Voting for Director Elections

    | Denise W. Warren Independent Director | | Lee S. Wielansky Independent Director | | | | Director Since: October 2018 Age: 62 Brookdale Board Committees: • Audit (Chair) • Compensation Public Company Directorships: • TruBridge, Inc. (formerly known as Computer Programs and Systems, Inc.) (2017 – current) | | Director Since: April 2015 Age: 72 Brookdale Board Committees: • Audit • Investment (Chair) Public Company Directorships: • Acadia Realty Trust (2000 – current) • Isle of Capri Casinos, Inc. (2007 – 2017) • Pulaski Financial Corp. (2005 – 2016) | | Ms. Warren brings more than 30 years of operational, financial and healthcare experience. Most recently, she served as Executive Vice President and Chief Operating Officer of WakeMed Health & Hospitals from October 2015 through December 2020, where she was responsible for the strategic, financial and operational performance of the organization’s network of facilities in the North Carolina Research Triangle area. Prior to that, from 2005 to September 2015, Ms. Warren served as Chief Financial Officer of Capella Healthcare, Inc., an owner and operator of general acute-care hospitals, as well as its Executive Vice President since January 2014, and as its Senior Vice President prior to that. Before joining Capella, she served as Senior Vice President and Chief Financial Officer of Gaylord Entertainment Company from 2000 to 2001, as Senior Equity Analyst and Research Director for Avondale Partners LLC and as Senior Equity Analyst for Merrill Lynch & Co. She currently serves on the Board of Directors of TruBridge, Inc. (formerly known as Computer Programs and Systems, Inc.), where she serves as Chair of the Audit Committee and a member of the Compensation Committee. She also serves on the Board of Directors of Newport Healthcare, Straive, and Virtusa, Inc. Ms. Warren is National Association of Corporate Directors (NACD) Directorship Certified(TM)and received a Corporate Directors Certificate from Harvard Business School. Ms. Warren earned a B.S. degree in Economics from Southern Methodist University and an M.B.A. from Harvard University. | | Mr. Wielansky has more than 40 years of commercial real estate investment, management, and development experience. He currently serves as Chairman and CEO of Opportunistic Equities, which specializes in low income housing. He has also served as Chairman and CEO of Midland Development Group, Inc., which he re-started in 2003 and focused on the development of retail properties in the mid-west and southeast. Prior to Midland, he served as President and CEO of JDN Development Company, Inc. and as a director of JDN Realty Corporation. Before joining JDN, he served as Managing Director – Investments of Regency Centers Corporation, which in 1998 acquired Midland Development Group, a retail properties development company co-founded by Mr. Wielansky in 1983. Mr. Wielansky served as the Company’s Non-Executive Chairman of the Board from February 2018 through December 2019. He also serves as Lead Trustee of Acadia Realty Trust and served as a director of Isle of Capri Casinos, Inc. from 2007 to 2017 and Pulaski Financial Corp. from 2005 to 2016. He also serves as a member of the Board of Clayco Construction Company. Mr. Wielansky received a bachelor’s degree in Business Administration, with a major in Real Estate and Finance, from the University of Missouri – Columbia, where he is currently a member of the Strategic Development Board of the College of Business. He also serves on the Board of Directors of The Foundation for Barnes-Jewish Hospital and on the Finance Committee of both the Foundation and the Barnes-Jewish Hospital. | | | Ms. Warren’s extensive executive, financial, and operational experience in the healthcare and other industries led to the conclusion that she should serve as a member of the Board. | | Mr. Wielansky’s real estate investment, management, and development experience, as well as his service as a director of several public companies, led to the conclusion that he should serve as a member of the Board. | |

  13. Majority Voting for Director Elections

    | Guy P. Sansone Non-Executive Chairman & Independent Director | | Marcus E. Bromley Independent Director | | | | Director Since: October 2019 Age: 59 Public Company Directorships: • Pediatrix Medical Group, Inc. (2020 – current) • Magellan Health, Inc. (2019 – 2022) • Civitas Solutions, Inc. (2009 – 2019) • Rotech Healthcare Inc. (2004 – 2005) | | Director Since: July 2017 Age: 74 Brookdale Board Committees: • Audit • Investment Public Company Directorships: • CIM Mortgage Finance Trust (2021) • Cole Credit Property Trust V, Inc. (2015 – 2020) • Cole Corporate Income Trust, Inc. (2011 – 2015) • Cole Credit Property Trust II, Inc. (2005 – 2013) • Cole Credit Property Trust III, Inc. (2008 – 2012) • Gables Residential Trust (1993 – 2005) | | Mr. Sansone joined Brookdale’s Board in October 2019 and became Non-Executive Chairman of the Board in January 2020. For more than 25 years, he has led efforts to optimize the performance of healthcare and senior housing companies. Mr. Sansone has served as Chairman and CEO of H2 Health, a leading regional provider of physical rehabilitation services and clinician staffing solutions, since February 2020. Prior to that, he served as a Managing Director of Alvarez & Marsal, a global professional services firm specializing in performance improvement for large, high profile businesses, where he served as Chairman of the firm’s Healthcare Industry Group, which he founded in 2004. Mr. Sansone also served as interim Chief Executive Officer of the Visiting Nurse Service of New York, the largest non-profit home and community-based health care organization in the United States, from November 2014 to December 2016 and, prior to that, served in various executive roles at numerous healthcare companies. His prior experience in the senior housing industry includes having served as Chief Restructuring Officer and a member of the Board of Erickson Retirement Communities and as a senior consultant to Sunrise Senior Living. Mr. Sansone has served on the Board of Directors of Pediatrix Medical Group, Inc. (formerly known as Mednax, Inc.) since July 2020 and the Lead Independent Director since January 2023. He previously served as Chair of the Board of Pediatrix from July 2020 through December 2022. He also serves and has served on the Boards of Directors of numerous investor-owned and not-for-profit companies, primarily in the healthcare industry. Mr. Sansone earned a B.S. in Economics from the State University of New York at Albany. | | Mr. Bromley brings more than 45 years of real estate industry leadership experience. He served as Chairman of the Board and Chief Executive Officer of Gables Residential Trust from 1993 until 2000, and then as a member of its Board until the company was acquired in 2005. Prior to joining Gables Residential Trust, Mr. Bromley was a division partner for the Southeast operation of Trammell Crow Residential Company. Mr. Bromley has served as a member of the Board of several non-listed real estate investment trusts, including serving as Non-Executive Chairman of Cole Credit Property Trust V, Inc. from June 2015 to August 2018. Mr. Bromley currently serves as a member of the advisory board of Sealy Industrial Partners, a private partnership specializing in the acquisition and operation of various industrial real estate properties. Mr. Bromley holds a B.S. in Economics from Washington & Lee University and an M.B.A. from the University of North Carolina. | |

  14. Corporate Governance

    | Director Compensation |

  15. Corporate Governance

    | Cash Fees | 2023 | Changes for 2024 | Description | | Annual Retainer | $100,000 | No change | Cash retainers are payable quarterly in arrears and are pro-rated for service less than the full year. Cash meeting fees are paid only if a director’s attendance exceeds six Board meetings or eight committee meetings per year and are payable quarterly in arrears. For 2023, each director had the opportunity to elect to receive either immediately vested shares in lieu of up to 50%, or RSUs in lieu of up to 100%, of quarterly cash compensation, as described below. | | Annual Committee Chair Retainers: | | | | | Audit | $20,000 | No change | | | Compensation, NCG & Investment | $15,000 | No change | | | Meeting Attendance Fees: | | | | | Per Board Meeting | $3,000 | No change | | | Per Committee Meeting (Members Only) | $2,000 | No change | | | Equity Awards | | | | | Annual Grant of Immediately Vested Stock under 2014 Omnibus Incentive Plan | $135,000 | Increased to $160,000 (applicable to 2024 awards for 2023 service) | Typically granted in February each year for service in the prior year and pro-rated for service less than the full year. Directors may elect to receive RSUs (as described below) in lieu of the immediately vested shares. If a director retires prior to the annual grant date or concludes his or her service at the expiration of his or her term of office, a pro-rata cash amount will be payable to the director at the time of retirement or expiration in lieu of the annual grant of immediately vested shares, in recognition of the partial year of service. | | Initial Grant of Restricted Shares under 2014 Omnibus Incentive Plan | $100,000 | No change | Granted to each new non-employee director upon joining the Board and generally will be eligible to vest on the first anniversary of the director’s appointment to the Board, subject to the director’s continued service. |

  16. Corporate Governance

    Each non-employee director has the opportunity to elect to receive either immediately vested shares (issued pursuant to the Director Stock Purchase Plan) in lieu of up to 50% of his or her quarterly cash compensation, and/or restricted stock units (issued under our 2014 Omnibus Incentive Plan) in lieu of up to 100% of his or her quarterly cash compensation and/or in lieu of the annual grant of immediately vested shares. With respect to such elections, the number of shares or RSUs to be issued is based on the closing price of our common stock on the date of issuance, or

  17. Director Compensation

    Director Compensation if such date is not a trading date, on the previous trading day’s closing price. Each RSU will be payable in the form of one share of our common stock following the director’s termination of service as a member of the Board. In addition, beginning with cash compensation earned for 2023 service, each non-employee director will have the opportunity to elect to defer up to 100% of his or her quarterly cash compensation pursuant to the Brookdale Senior Living Inc. Non-Employee Director Deferred Compensation Plan (the “Deferred Compensation Plan”), which became effective December 12, 2022. Each participant in the plan will generally be entitled to receive payment of any amounts deferred under the plan upon the earliest to occur of the following: (A) thirty (30) days after the director’s separation from service; (B) thirty (30) days after the date of the director’s disability; (C) thirty (30) days after the date of the director’s death; (D) if elected by the director, a fixed date designated in a properly executed election form; or (E) within ten (10) days after the closing date of a change in control. Directors will not receive any earnings on deferred amounts. Compensation of Non-Executive Chairman of the Board The Board appointed Mr. Sansone as Non-Executive Chairman of the Board effective January 1, 2020. In connection with his appointment, the Committee recommended, and the Board approved, Mr. Sansone’s compensation arrangements, which include the compensation applicable generally to non-employee directors described above and an additional annual cash retainer of $100,000 for his service as Non-Executive Chairman. All cash amounts are payable as noted in the table above. Director Stock Ownership Guidelines The Board has adopted Stock Ownership Guidelines that require each of our non-employee directors to maintain ownership of our stock with a value of at least 5.0x the non-employee director’s annual cash retainer for service on the Board, exclusive of any retainers for service as chairman of the Board or any of its committees and any cash meeting fees. Unvested equity awards do not generally count toward satisfaction of the guidelines. Stock ownership levels are required to be achieved by the fifth anniversary of the director’s initial appointment or election to the Board. Until the expected ownership level is achieved, each director is expected to retain at least 50% of any shares obtained through our stock incentive plans. As of April 22, 2024, each of our current non-employee directors is in compliance with the guidelines and each owns stock with a value of at least 5.0x the annual cash retainer for service on the Board.

  18. Director Compensation

    | 18 | |

  19. Director Compensation for 2023

    Director Compensation for 2023 Director Compensation for 2023 The following table sets forth the compensation awarded to, earned by, or paid to our directors for the year ended December 31, 2023, other than Ms. Baier whose compensation information is set forth under “Executive Compensation”. Each of the directors included in the table served for the full-year 2023.

  20. Director Compensation for 2023

    | Name | Fees Earned or Paid in Cash | Stock Awards (1)(2) | All Other Compensation | Total | | Jordan R. Asher | $100,000 | $135,001 | $– | $235,001 | | Marcus E. Bromley | $102,000 | $135,001 | $– | $237,001 | | Frank M. Bumstead | $117,000(3) | $135,001 | $– | $252,001 | | Victoria L. Freed | $117,000 | $135,001 | $– | $252,001 | | Guy P. Sansone | $200,000(4) | $135,001 | $– | $335,001 | | Denise W. Warren | $122,000 | $135,001 | $– | $257,001 | | Lee S. Wielansky | $117,000 | $135,001 | $– | $252,001 |

  21. Director Compensation for 2023

    | (1) Represents the grant date fair value of the annual grant of equity for the previous year served awarded on February 15, 2023, computed in accordance with Accounting Standards Codification 718, Stock Compensation (“ASC 718”) consisting of: 45,763 immediately vested shares for each director. See Note 2 to our Consolidated Financial Statements included in our 2023 Annual Report for a summary of the assumptions made in the valuation of these awards. |

  22. Director Compensation for 2023

    | (2) As of December 31, 2023, none of the directors held any unvested stock awards, and the following directors held the number of vested RSUs indicated: Mr. Bromley–65,272; Mr. Bumstead–23,501; Ms. Freed–26,522; and Mr. Sansone–26,522. |

  23. Director Compensation for 2023

    | (3) Mr. Bumstead elected to receive vested RSUs in lieu of his cash compensation for service during 2023. The reported amount includes: 9,745 vested RSUs issued on April 1, 2023 for service during the first quarter of 2023 with a grant date fair value of $28,748; 6,812 vested RSUs issued on July 1, 2023 for service during the second quarter of 2023 with a grant date fair value of $28,747; 6,944 vested RSUs issued on October 1, 2023 for service during the third quarter of 2023 with a grant date fair value of $28,748; and 5,283 vested RSUs issued on January 1, 2024 for service during the fourth quarter of 2023 with a grant date fair value of $30,747. Any fractional share amounts were paid in cash. |

  24. Director Compensation for 2023

    | (4) Mr. Sansone elected to defer all cash compensation earned for service in 2023 until January 31, 2024 pursuant to the Director Deferred Compensation Plan. |

  25. Director Compensation for 2023

    | 2024 PROXY STATEMENT | 19 |

  26. Director Compensation for 2023

    | Executive Officers |

  27. Director Compensation for 2023

    The following table sets forth certain information concerning our executive officers as of April 29, 2024. See “Director Nominees” above for biographical information for Ms. Baier.

  28. Director Compensation for 2023

    | Name | Age | Position | | Lucinda M. Baier | 59 | President, Chief Executive Officer and Director | | George T. Hicks | 66 | Executive Vice President – Finance and Treasurer | | H. Todd Kaestner | 68 | Executive Vice President – Corporate Development and President – CCRCs | | Dawn L. Kussow | 50 | Executive Vice President and Chief Financial Officer | | Jaclyn C. Pritchett | 39 | Executive Vice President – Human Resources | | Benjamin J. Ricci | 62 | Division Vice President – East | | Chad C. White | 48 | Executive Vice President, General Counsel and Secretary |

  29. Director Compensation for 2023

    George T. Hicks became our Executive Vice President – Finance in July 2006, and our Treasurer in January 2016. Prior to July 2006, Mr. Hicks served as Executive Vice President – Finance and Internal Audit, Secretary and Treasurer of American Retirement Corporation (ARC) since September 1993. He had served in various capacities for ARC’s predecessors since 1985, including Chief Financial Officer from September 1993 to April 2003 and Vice President – Finance and Treasurer from November 1989 to September 1993. Mr. Hicks received a bachelor’s degree with distinction in philosophy from Stanford University in 1979 and an M.B.A. in finance from the University of Tennessee in 1982. H. Todd Kaestner became our Executive Vice President – Corporate Development and President – CCRCs in August 2021. Prior to that, Mr. Kaestner served as our Executive Vice President – Asset Management and Division President – Entry Fee since June 2019 and Executive Vice President – Corporate Development since July 2006. Prior to joining Brookdale, Mr. Kaestner served as Executive Vice President – Corporate Development of American Retirement Corporation since September 1993 and served in various capacities for ARC’s predecessors since 1985, including Vice President – Development from 1988 to 1993 and Chief Financial Officer from 1985 to 1988. Mr. Kaestner is an honors graduate of Vanderbilt University, where he studied economics, and holds an M.B.A. in finance and economics from University of Louisville. Mr. Kaestner also serves on the Tennessee Board of Regents. Dawn L. Kussow joined Brookdale in March 2007 and has served as Brookdale’s Executive Vice President and Chief Financial Officer since February 2023. She also served as Brookdale’s Interim Chief Financial Officer from August 2022 to October 2022. Ms. Kussow previously served as Senior Vice President and Chief Accounting Officer from January 2016 until January 2023, Vice President and Corporate Controller from February 2014 to January 2016, Senior Director of Financial Reporting from June 2009 until January 2014, and Director of Financial Reporting from March 2007 until May 2009. Ms. Kussow is a Certified Public Accountant. Before joining Brookdale, Ms. Kussow served as Director of Financial Reporting for AON Hewitt from 2005 until 2007 and practiced nine years at Deloitte & Touche, LLP, including an international assignment. She received a B.S. in Accounting from Marquette University. Ms. Kussow also serves as a member of the Finance Committee for the Betty Brinn Children’s Museum. Jaclyn C. Pritchett joined Brookdale in 2016 and has served as Executive Vice President – Human Resources since March 2022. She previously served as Senior Vice President – Human Resources since January 2021, Senior Vice President – HR Field Operations and Talent Management from October 2020 until January 2021, Vice President of HR Field Operations from March 2019 until October 2020, and in other human resources management roles from 2016 to February 2019. Before joining Brookdale, Ms. Pritchett served as Senior Manager of Leadership Development at Bridgestone Americas. Ms. Pritchett received her B.A. in Psychology from Auburn University, as well as a Master’s

  30. Director Compensation for 2023

    | 20 | |

  31. What We Do

    What We Do Pay for Performance A significant portion of our NEOs’ target direct compensation is awarded in the form of variable, at-risk compensation based on company performance. Clawback Policy Clawback policy provides for the mandatory recovery of erroneously awarded performance-based compensation paid as a result of any financial restatement consistent with the requirements of the NYSE. Caps on Annual Incentive Payouts Payouts under our annual cash incentive plan are capped. Annual Say on Pay “Say-on-pay” advisory vote conducted annually to solicit stockholders’ views on our executive compensation programs. Robust Stock Ownership Guidelines Ownership guidelines require our CEO, CFO, and other executive officers to hold stock valued at 5x, 4x, and 3x base salary, respectively. Annual Risk Assessment The Committee conducts a compensation program risk assessment annually.

  32. What We Do NOT Do

    What We Do NOT Do No Above Median Benchmarking The Committee generally aims to provide target total direct compensation for NEOs that is within or below the market median range identified in the independent compensation consultant’s market study. No Defined Benefit Plans/SERPs We do not sponsor any defined benefit pension or supplemental executive retirement plans (SERPs). No Tax Gross Ups Tax gross-ups are not provided except in the limited circumstance of certain relocation expenses. No Excessive Perquisites Minimal perquisites are provided, other than certain relocation expenses. No Guaranteed Incentive Compensation Our annual incentive plan and performance-based long-term incentive awards do not have minimum guaranteed payout levels–this compensation is “at risk.” No Pledging or Hedging Our insider trading policy prohibits all our directors and executive officers from pledging or hedging Brookdale stock. No Stock Options We have never granted stock options. 2023 Target Total Direct Compensation Mix (1)

  33. What We Do NOT Do

    | • | align our executives’ long-term interests with those of our stockholders; and |

  34. What We Do NOT Do

    | Element | Form | Description | Link to Stockholder Value | | Base Salary | Cash | Amount intended to reflect the level and scope of responsibility, experience, and skills of an executive, the individual performance of the executive, retention risks, and competitive market practices. | Assists us in attracting, and encourages retention of, key executives through an amount of fixed income paid throughout the year. | | Annual Incentive Plan | Cash | Opportunity is at-risk with no guaranteed payout. For 2023, level of payout tied to achievement of financial objectives (revenue per available unit (“RevPAR”) and Adjusted EBITDA) and strategic objectives (key community leadership retention, resident/family satisfaction, and an ESG-related goal focused on our inclusion and diversity initiatives) as approved by the Committee. | Focuses executives on taking steps necessary to meet expectations set forth in the annual budget and business plan, including for 2023 continuing to recover from the COVID-19 pandemic, attracting, engaging, developing, and retaining the best associates, and driving resident satisfaction, which the Committee believes will in turn drive longer-term performance results. | | Long- Term Incentive Awards | 50%–Time-Based RSUs | Eligible to vest ratably in four annual installments beginning approximately one year following the grant date, subject to continued employment. | Promotes retention, stock ownership, and alignment of executives’ long-term interests with those of our stockholders. | | | 50%–Performance-Based RSUs (1) | Opportunity is at-risk with no guaranteed vesting. 75% of the 2023 award is eligible to vest in February 2026 based on year-over-year same community RevPAR growth for 2023, 2024 and 2025, and 25% of the award is eligible to vest in February 2027 based on our 3-year relative total shareholder return (“TSR”) performance. RevPAR is a key performance metric that reflects the impact of both occupancy and rate. | Encourages executives to focus on initiatives that drive growth, including further recovering lost occupancy while maintaining rate discipline, and increasing the market value of our common stock. |

  35. What We Do NOT Do

    | (1) A portion of Ms. Baier’s performance-based long-term incentive awards was a cash-based award due to limitations in the number of shares available for issuance under the terms of the 2014 Omnibus Incentive Plan. See “2023 Compensation Decisions—Long-Term Incentive Awards” below for further information. |

  36. What We Do NOT Do

    | • | Updates to our compensation peer group; |

  37. What We Do NOT Do

    | • | Any employment agreements or severance arrangements with our executive officers; |

  38. What We Do NOT Do

    Role of Say-on-Pay Vote The Committee considers the results of our annual say-on-pay advisory vote and other feedback received from stockholders throughout the year when making executive compensation decisions. At our 2023 annual meeting of stockholders, approximately 98% of the votes cast on the say-on-pay advisory vote were in favor of our executive compensation program, which the Committee believes affirmed our stockholders’ support of our executive compensation approach and provided assurance the program was reasonable and aligned with stockholder expectations. The Committee values the opinions expressed by stockholders and took this level of support into consideration when making decisions in 2024. Role of Independent Compensation Consultant As a best practice, the Committee periodically evaluates its selection of an independent compensation consultant. For 2023 executive compensation decisions, the Committee determined to continue to engage F.W. Cook & Co., Inc. (the “Consultant”) as its independent compensation consultant. The Consultant reports directly to the Committee, which has the direct responsibility for appointment, compensation, and oversight of the work of the Consultant. From time to time at the request of the Committee, the Consultant provides recommendations regarding the design and framework of, and amounts awarded under, our executive compensation programs, recommends updates to our compensation peer group and conducts independent market compensation studies using that peer group and other published survey information, attends meetings of the Committee, and communicates with one or more members of the Committee outside of such meetings. For our 2023 compensation programs, the Consultant provided each of these services. The Committee conducted a specific review of its relationship with the Consultant and determined that the Consultant’s work for the Committee did not raise any conflicts of interest, consistent with the guidance provided under the Dodd-Frank Act of 2010 by the SEC and by the NYSE.

  39. What We Do NOT Do

    Role of Management When making compensation decisions, the Committee considers input from our President and Chief Executive Officer and certain of our other executive officers. Such input generally includes providing information and analyses for review and advising the Committee concerning compensation decisions (other than when their own compensation is determined) and the design, framework, and performance objectives of our incentive-based compensation plans and awards. Our President and Chief Executive Officer provides compensation recommendations related to our other executive officers for the Committee’s consideration. Compensation Peer Group Typically annually, the Committee reviews and approves a compensation peer group comprised of companies recommended by the Consultant. The compensation peer group data is then used by the Consultant when preparing independent market compensation studies for the Committee. The Committee generally uses such peer group data and the Consultant’s studies:

  40. What We Do NOT Do

    The Committee, as advised by the Consultant, generally considered base salary and target annual cash compensation within a range of +/- 15%, and target total direct compensation within a range of +/- 20%, of median as reported in the Consultant’s market compensation studies to be competitive. Median compensation rates are one of many factors the Committee considers when determining target pay opportunities for our executive officers. Other factors include the executive’s qualifications, experience, and scope of responsibilities; recruiting considerations; internal pay parity; and Company and individual performance, among others. The peer group used to inform 2023 target compensation opportunities included 17 companies in the health care facilities, healthcare services, healthcare REIT, hospitality, and restaurant industries. The Committee believes that inclusion of companies from these industries is reflective of the talent market for our business. The peer group companies chosen from the various industries are intended to be reasonably comparable to Brookdale in terms of their revenue, market capitalization, enterprise value, EBITDA, and/or number of employees. For 2023 compensation decisions, the Consultant recommended no updates to our prior-year compensation peer group, which is set forth below.

  41. What We Do NOT Do

    | | 2023 Peer Group | | | Acadia Healthcare Company, Inc. | Encompass Health Corporation | Quest Diagnostics Incorporated | | Amedisys, Inc. | Hyatt Hotels Corporation | Select Medical Holdings Corporation | | Bloomin’ Brands, Inc. | LHC Group, Inc. | The Ensign Group, Inc. | | Brinker International, Inc. | National Healthcare Corporation | Universal Health Services, Inc. | | Chemed Corporation | Pediatrix Medical Group, Inc. | Welltower Inc. | | Community Health Systems, Inc. | | Wyndham Hotels & Resorts, Inc. |

  42. Annual Compensation Decisions

    | | 2023 Base Salary | Change v. 2022 | 2023 Target Annual Incentive Opportunity | Change v. 2022 | 2023 Grant Value of Long- Term Incentive Awards (1) | Change v. 2022 (1) | 2023 Target Total Direct Compensation | Change v. 2022 | | Ms. Baier | $990,000 | 2% | 137% | 1% | $5,000,001 | –% | $7,346,301 | 1% | | Mr. White | $475,000 | 2% | 80% | –% | $675,001 | 4% | $1,530,001 | 3% | | Mr. Kaestner | $445,000 | 3% | 80% | –% | $459,999 | 2% | $1,260,999 | 3% | | Mr. Hicks | $295,000 | 7% | 70% | –% | $300,000 | –% | $801,500 | 4% |

  43. Annual Compensation Decisions

    | (1) The dollar amount of the long-term incentive awards, and the percentage change versus 2022, is based on the grant value of such awards (i.e., the number of RSUs granted at target performance, multiplied by the stock price on the date of grant). Ms. Baier’s long-term incentive awards included $1,806,667 in a cash-based award (at target performance) with the remainder in time- and performance-based RSUs for a total grant value of $5,000,001. See “2023 Compensation Decisions—Long-Term Incentive Awards” below for further information. |

  44. Compensation Arrangements with Ms. Kussow

    Compensation Arrangements with Ms. Kussow On January 10, 2023, the Board appointed Ms. Kussow Executive Vice President and Chief Financial Officer effective February 24, 2023, at which time the Committee approved the following compensation arrangements for 2023: (i) an annual base salary of $530,000; (ii) eligibility to participate in the Company’s annual cash incentive program generally applicable to members of management, with the target cash bonus reflecting 80% of her base salary paid during the plan year while serving as Executive Vice President and Chief Financial Officer; and (iii) beginning in 2023, eligibility to receive annual long-term incentive awards under the Company’s 2014 Omnibus Incentive Plan with an aggregate grant date value of $700,000. In addition, under the terms of her offer letter, Ms. Kussow is eligible for relocation assistance in accordance with our policy to assist her move to the Nashville, Tennessee area if such relocation is requested by the Company. Ms. Kussow has agreed to reimburse us for the full amount of relocation benefits provided to her if she voluntarily terminates her full-time employment prior to the second anniversary of the date she relocates to the Nashville, Tennessee area at the request of the Company. Prior to February 24, 2023, Ms. Kussow’s compensation arrangement was as follows: (i) an annual base salary of $349,999 and (ii) eligibility to participate in the Company’s annual incentive program, with the target cash bonus reflecting 50% of her base salary paid prior to her service as Executive Vice President and Chief Financial Officer. Annual Incentive Plan The named executive officers were eligible to participate in our 2023 annual incentive plan adopted by the Committee in February 2023. The 2023 annual incentive plan continued to be based on company financial and strategic objectives weighted 70% and 30% of target, respectively, and all amounts earned were to be paid out following the end of 2023 but no later than March 15, 2024. Cash amounts payable under the plan were to be determined by the Committee following conclusion of fiscal 2023 based on our results relative to performance targets approved by the Committee. There were no guaranteed payout levels utilized, and the aggregate threshold and maximum payouts were 32.5% and 190%, respectively, of the target opportunity. For 2023, the financial objectives are our full-year 2023 consolidated portfolio RevPAR and our full-year Adjusted EBITDA, with the target levels of performance generally reflective of our 2023 budget approved by the Board. The Committee approved Adjusted EBITDA as a financial objective for 2023 instead of Facility Operating Income, which had been used in prior years, because Adjusted EBITDA includes general and administrative expenses and is one of the metrics used by management for budgeting and planning purposes, to review the Company’s historic and prospective core operating performance, and to make day-to-day operating decisions. The strategic objectives include retention of key community leadership at our consolidated comparable community portfolio, improvement in resident and family member satisfaction (as reflected by net promoter score (NPS) improvement), and an ESG-related strategic objective focused on our inclusion and diversity initiatives. Such ESG-related objective measured our progress on offering the Brookdale EXPAND program to all communities and completing the program for a selected cohort of a minimum number of communities. The Brookdale EXPAND program is designed to help develop and prepare a diverse cohort of high potential community leaders who have interest in future roles as executive directors of our communities, and is comprised of a six month program that includes community experiences, department/product line rotation, training sessions, leadership assessment, and a capstone.

  45. Compensation Arrangements with Ms. Kussow

    | Objective | Weighting | Description and Link to Strategy and Business Plan | | | | | RevPAR | 40% | RevPAR is a key performance metric that reflects the impact of both occupancy and rate. For purposes of the 2023 annual incentive plan, RevPAR was defined as our resident fee revenue for the consolidated communities portfolio (excluding revenue for private duty services provided to seniors living outside of our communities and entrance fee amortization) for the applicable period, divided by the weighted average number of available units in the portfolio for the period, divided by the number of months for the period. The Board and management use this measure in the budgeting process and when evaluating our results. This measure was intended to focus management on recovering occupancy lost due to the COVID-19 pandemic while maintaining rate discipline. The target levels of performance generally reflected our 2023 budget approved by the Board at the beginning of 2023. | Level | Payout | Target / Actual | | | | | Maximum | 200% | $4,798 | | | | | Target | 100% | $4,658 | | | | | Actual | 74% | $4,577 | | | | | Threshold | 25% | $4,425 | | Adjusted EBITDA (1) | 30% | Adjusted EBITDA is a non-GAAP performance measure that the Company defines as net income (loss) excluding: benefit/ provision for income taxes, non-operating income/expense items, and depreciation and amortization; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, cost reduction, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. For 2023, such other items include non-cash impairment charges, operating lease expense adjustment, non-cash stock-based compensation expense, gain/loss on sale of communities, and transaction and organizational restructuring costs. Transaction costs include those directly related to acquisition, disposition, financing, and leasing activity, and are primarily comprised of legal, finance, consulting, professional fees, and other third-party costs. Organizational restructuring costs include those related to the Company’s efforts to reduce general and administrative expense and its senior leadership changes, including severance. The Board and management use this measure in the budgeting process and when evaluating our results. The target levels of performance generally reflected our 2023 budget approved by the Board and would require management to grow the Company’s Adjusted EBITDA by 45% over 2022 results. During 2023, the Committee approved an equitable adjustment to the Company’s reported actual Adjusted EBITDA solely as a result of an accounting change that was expected to result from consummation of the lease amendments with Welltower Inc. (“Welltower”). | Level | Payout | Target / Actual ($ in MM) | | | | | Maximum | 200% | $368 | | | | | Actual (2) | 127% | $355 | | | | | Target | 100% | $350 | | | | | Threshold | 25% | $315 | | Key Community Leader Retention (FY 2023) | 10% | Brookdale’s culture is based on servant leadership, and we believe engaged associates lead to an enhanced resident experience and lower turnover, leading to improved operations. The key community leader retention objective applied to the three key positions at our consolidated comparable communities (executive directors, sales directors, and health and wellness/nursing directors). The target level performance reflected a 100 basis points improvement from our 2022 performance for the 2023 consolidated comparable communities portfolio. | Level | Payout | Target / Actual | | | | | Maximum | 200% | 65.1% | | | | | Actual | 127% | 63.3% | | | | | Target | 100% | 62.6% | | | | | Threshold | 25% | 61.6% | | Resident / Family Satisfaction (FY 2023) | 10% | The Committee believed it was appropriate to tie an element of named executive officer compensation to increasing resident and family member satisfaction as the Company continues to recover from the COVID-19 pandemic. The measure is tied to an increase in the Company’s NPS. | Level | Payout | Target / Actual | | | | | Maximum | 200% | 38 | | | | | Target | 100% | 22 | | | | | Actual | 25% | 14 | | | | | Threshold | 25% | 12 |

  46. Compensation Arrangements with Ms. Kussow

    Long-Term Incentive Awards For the 2023 executive officer compensation program, the Committee continued awarding all long-term incentive awards for named executive officers in the form of time- and performance-based RSUs, except for Ms. Baier’s award as described below, which also included performance-based cash. For the 2023 awards, the Committee used a 50/50 grant value mix of time- and performance-based full value awards. The agreements associated with the 2023 long-term incentive awards for the named executive officers contain non-competition, non-solicitation, non-disparagement, and confidentiality covenants and set forth the treatment of such awards in connection with termination of employment and a change in control (as described below under “Potential Payments Upon Termination or Change in Control”). Consistent with the prior year, “double-trigger” acceleration of vesting applies in connection with a change in control. That is, vesting will only accelerate in connection with a change in control if either the awards are not assumed, continued, or substituted with an award relating to a publicly-traded security of the acquiror (or the Company) on the same terms and conditions that were applicable to the outstanding awards immediately prior to the change in control, or the participant experiences a qualifying termination within 12 months after the change in control. Each RSU is payable in the form of one share of our common stock upon vesting. To the extent we declare cash or stock dividends on our shares of common stock, the RSUs awarded will accrue cash equivalents or shares to be paid only to the extent the underlying RSUs ultimately vest. Ms. Baier’s 2023 long-term incentive awards consisted of an award of time-based RSUs, an award of performance-based RSUs, and a performance-based cash award that was issued outside of the Company’s 2014 Omnibus Incentive Plan. The target amount of her cash award of $1,806,667 represented approximately 36.1% of her target long-term incentive compensation awarded for 2023, and the remaining approximately 63.9% was awarded in the form of time-based RSUs and performance-based RSUs under the 2014 Omnibus Incentive Plan generally consistent with the prior year, such that 50% of her aggregate 2023 long-term incentive compensation awards consisted of time-based RSUs and the remaining 50% of her aggregate 2023 long-term incentive compensation awards consisted of a combination of performance-based RSUs and the performance-based cash award.

  47. Compensation Arrangements with Ms. Kussow

    Awards of Time-Based RSUs. The awards of time-based RSUs granted in February 2023 are eligible to vest ratably in four annual installments beginning February 27, 2024, subject to continued employment. Awards of Performance-Based RSUs. With respect to the awards of performance-based RSUs granted in February 2023, except with respect to Ms. Baier, 75% of the awards are eligible to vest on February 27, 2026 and 25% are eligible to vest on February 27, 2027, in each case subject to continued employment and achievement of performance objectives established by the Committee. Ms. Baier’s performance-based RSUs are eligible to vest on February 27, 2026, subject to continued employment and achievement of performance objectives established by the Committee. With respect to all performance-based RSUs granted in February 2023, the portion of the target award eligible to vest on February 27, 2026 is divided into three equal tranches, each of which are subject to year-over-year same community RevPAR growth for 2023, 2024, and 2025, respectively. The portion of the target award eligible to vest on February 27, 2027 is subject to TSR relative to the companies in the S&P Midcap 400 Index for the three-year period ending December 31, 2025. Achievement at the threshold, target, and maximum or above performance levels will result in vesting of 50%, 100%, and 150% of the RSUs in each tranche, respectively, with vesting percentages to be interpolated for performance between the levels specified in the table below. The weighting, performance objectives, and performance targets for the performance-based RSUs are outlined below. Performance-Based Cash Award. With respect to Ms. Baier’s target performance-based cash award, approximately 65.4% is eligible to vest on February 27, 2026 and approximately 34.6% is eligible to vest on February 27, 2027, such that, in the aggregate, 75% of Ms. Baier’s target 2023 performance-based RSU award and performance-based cash award is eligible to vest on February 27, 2026 and 25% is eligible to vest on February 27, 2027, in each case subject to continued employment and achievement of performance objectives established by the Committee. The portion of the target award eligible to vest on February 27, 2026 is divided into three equal tranches, each of which are subject to year-over-year same community RevPAR growth for 2023, 2024, and 2025, respectively. The portion of the target award eligible to vest on February 27, 2027 is subject to TSR relative to the companies in the S&P Midcap 400 Index for the three-year period ending December 31, 2025. Performance below the threshold level of achievement for a performance objective will result in forfeiture of the target cash amount for the applicable portion of the award, performance at the threshold level of achievement for a performance objective will result in the vesting of 50% of the applicable target cash amount, performance at the targeted level of achievement will result in the vesting of 100% of the applicable target cash amount, and performance at or above the maximum level of achievement will result in vesting of 150% of the applicable target cash amount, with vesting percentages to be interpolated between the levels. The following table provides the targeted award amounts of the 2023 time- and performance-based awards.

  48. Compensation Arrangements with Ms. Kussow

    | Performance Objectives | | Time-Based RSUs | Performance-Based RSUs (at Target) | Performance-Based Cash (at Target) | | See table below for summary of performance objectives and achievement levels of completed performance periods | Ms. Baier | 847,458 | 235,028 | $1,806,667 | | | Ms. Kussow | 118,644 | 118,644 | – | | | Mr. White | 114,407 | 114,407 | – | | | Mr. Kaestner | 77,966 | 77,966 | – | | | Mr. Hicks | 50,848 | 50,847 | – |

  49. Compensation Arrangements with Ms. Kussow

    | Performance Objective | Weighting (3) | Description and Link to Strategy and Business Plan | Vesting Date | Performance Targets | | | | 2023 year-over-year growth of same community RevPAR (1) | 25% | The Committee determined to use year-over-year growth in same community RevPAR to incentivize management to deliver long-term top-line growth by recovering occupancy lost due to the pandemic while maintaining rate discipline. RevPAR is a key performance metric utilized by the Board and management that reflects the impact of both occupancy and rate. | 2/27/2026 | Level | % of Target RSUs / Cash Vesting | 2023 Growth | | | | | | Maximum | 150% | 16.0% | | | | | | Target | 100% | 13.5% | | | | | | Actual | 58% | 11.4% | | | | | | Threshold | 50% | 11.0% | | 2024 year-over-year growth of same community RevPAR (1) | 25% | | 2/27/2026 | Level | % of Target RSUs / Cash Vesting | 2024 Growth | | | | | | Maximum | 150% | 12.5% | | | | | | Target | 100% | 10.0% | | | | | | Threshold | 50% | 7.5% | | 2025 year-over-year growth of same community RevPAR (1) | 25% | | 2/27/2026 | Level | % of Target RSUs / Cash Vesting | 2025 Growth | | | | | | Maximum | 150% | 9.5% | | | | | | Target | 100% | 7.0% | | | | | | Threshold | 50% | 4.5% | | 3-Year Relative TSR Compared to S&P Midcap 400 Index Companies (2) | 25% | The relative total shareholder return (“TSR”) objective aligns our management’s priorities with those of our stockholders to establish and achieve long-term goals designed to increase the market value of our common stock relative to the constituent companies of a broad-based comparable index of companies. | 2/27/2027 | Level | % of Target RSUs / Cash Vesting | Relative TSR Rank | | | | | | Maximum | 150% | 75th %ile | | | | | | Target | 100% | 50th %ile | | | | | | Threshold | 50% | 25th %ile |

  50. Compensation Arrangements with Ms. Kussow

    | (2) 3-Year Relative TSR compares our compound annual TSR to the constituent companies of the S&P Midcap 400 index for the period beginning January 1, 2023 and ending December 31, 2025, assuming reinvestment of dividends or distributions. The award agreements provide that no additional RSUs (or cash with respect to Ms. Baier) beyond the target amount will vest and be issued (or paid) on such tranche if our compound annual TSR is negative for the performance period. |

  51. Compensation Arrangements with Ms. Kussow

    | (3) Ms. Baier’s performance-based RSUs are eligible to vest on February 27, 2026, with three tranches weighted one-third each for each of the RevPAR performance objectives, and her performance-based cash award is eligible to vest as follows: $1,181,667 on February 27, 2026 based on actual achievement of each of the three tranches weighted one-third for each of the RevPAR performance objectives and $625,000 on February 27, 2027 based on actual achievement of the TSR performance objective. In the aggregate, 75% of Ms. Baier’s target 2023 performance-based RSU award and performance-based cash award is eligible to vest on February 27, 2026 and 25% is eligible to vest on February 27, 2027. |

  52. 2023 Tranche Performance

    2023 Tranche Performance In February 2024, the Committee determined that our 2023 year-over-year growth in same community RevPAR was 11.4%, corresponding to an achievement level of 58% of target for the 2023 tranche of the performance-based long-term incentive awards granted to the named executive officers in 2023. As a result, the named executive officers forfeited the following number of RSUs: Ms. Baier–32,903; Ms. Kussow–12,458; Mr. White–12,012; Mr. Kaestner–8,186; and Mr. Hicks–5,339. Ms. Baier also forfeited $165,434 from her cash award. Earned amounts for the 2023 performance period will vest on February 27, 2026, subject to the executives’ continued employment. 2023 Compensation Results Summary of Compensation Results The table below sets forth the amount of compensation earned for 2023 by our named executive officers. The value of restricted shares and RSUs that vested is based on the closing price per share of our stock on the applicable vesting dates. The table excludes the amounts reported in the All Other Compensation column of the Summary Compensation Table (generally certain severance payments for Mr. Swain and Mr. Bowman, employer matching on our 401(k) plan, and employer-paid premiums on life and disability insurance). See “Summary Compensation Table” and “Payments in Connection with Mr. Swain’s Termination” and “Payments in Connection with Mr. Bowman’s Termination” below for a summary of payments made in connection with their respective terminations on February 24, 2023 and January 12, 2023.

  53. 2023 Tranche Performance

    | | 2023 Base Salary Earned | Annual Incentive Earned for 2023(1) | Value of Long Term Incentive Awards that Vested in 2023(2)(3) | Total Compensation Earned | | Ms. Baier | $990,000 | $1,258,419 | $1,367,794 | $3,616,213 | | Ms. Kussow | $516,461 | $364,997 | $80,154 | $961,612 | | Mr. White | $475,000 | $352,581 | $157,817 | $985,398 | | Mr. Kaestner | $445,000 | $330,313 | $112,611 | $887,924 | | Mr. Hicks | $295,000 | $191,600 | $108,471 | $595,071 | | Mr. Swain | $90,769 | $67,376 | $455,583 | $613,728 | | Mr. Bowman | $16,442 | $12,205 | $105,880 | $134,527 |

  54. 2023 Tranche Performance

    | (2) Includes for Ms. Kussow and Mr. Bowman $10,680 and $10,938, respectively, associated with the vesting of the 2023 tranche of time-based cash long-term incentive awards granted to them in February 2021. |

  55. 2023 Tranche Performance

    | (3) Includes for Mr. Swain and Mr. Bowman 138,475 and 32,626, respectively, outstanding time-based restricted shares and restricted stock units that immediately vested upon their respective terminations. |

  56. 2023 Tranche Performance

    Annual Incentive Plan Results As described above, based on our actual results for the year, the Committee determined that we achieved between threshold and target-level performance for the RevPAR-based financial objective under our annual incentive plan and that we achieved between the target-level and maximum performance for the Adjusted EBITDA-based financial objective.

  57. 2023 Tranche Performance

    For the strategic objectives under our annual incentive plan, the Committee determined that we achieved between the target-level and maximum performance for the key community leader retention performance measure, that we achieved at the threshold level of performance for the NPS measure, and that we achieved the target level of performance for the ESG/diversity-related performance measure. A summary of the achievement and payments to our named executive officers under the 2023 annual incentive plan is provided below. See “2023 Compensation Decisions–Annual Incentive Plan” above for the performance objectives and targets, and our actual performance, for each of the financial and strategic objectives.

  58. 2023 Tranche Performance

    | | Financial Objectives (70% Weighting) | | Strategic Objectives (30% Weighting) | | Total | | | | Achieved | Payout | Achieved | Payout | Achieved | Payout | | Ms. Baier | 96.5% | $916,497 | 84.0% | $341,922 | 92.8% | $1,258,419 | | Ms. Kussow | | $265,826 | | $99,171 | | $364,997 | | Mr. White | | $256,784 | | $95,797 | | $352,581 | | Mr. Kaestner | | $240,566 | | $89,747 | | $330,313 | | Mr. Hicks | | $139,542 | | $52,058 | | $191,600 | | Mr. Swain | | $49,070 | | $18,306 | | $67,376 | | Mr. Bowman | | $8,889 | | $3,316 | | $12,205 |

  59. Summary of Vesting

    Summary of Vesting During 2023, the named executive officers realized the compensation shown in the table below with respect to vesting of restricted shares, RSUs and cash long-term incentive awards granted prior to 2023. The value of shares or RSUs that vested is based on the closing price per share of our stock on the vesting date. No outstanding performance-based long-term incentive awards previously granted to the named executive officers vested or were eligible to vest in 2023.

  60. Summary of Vesting

    | | Vesting of Time-Based Restricted Shares and RSUs Granted in 2019–2022 | | Vesting of Time-Based Cash Awards Granted in 2021 | Total Vesting of Restricted Shares, RSUs and Cash Awards in 2023 | | | | No. of Shares / RSUs | Value | Value | No. of Shares / RSUs | Value | | Ms. Baier | 411,986 | $1,367,764 | – | 411,986 | $1,367,764 | | Ms. Kussow | 20,926 | $69,474 | $10,680 | 20,926 | $80,154 | | Mr. White | 47,535 | $157,817 | – | 47,535 | $157,817 | | Mr. Kaestner | 33,919 | $112,611 | – | 33,919 | $112,611 | | Mr. Hicks | 32,672 | $108,471 | | 32,672 | $108,471 | | Mr. Swain | 138,475 | $455,583 | – | 138,475 | $455,583 | | Mr. Bowman | 32,626 | $94,942 | $10,938 | 32,626 | $105,880 |

  61. Summary of Vesting

    Status of Outstanding Performance-Based Awards Granted Prior to 2023 As of December 31, 2023, the named executive officers held the number of performance-based RSUs and performance-based cash awards granted prior to 2023 as outlined below. Vesting of the performance-based awards is subject to continued employment (except with respect to Messrs. Swain and Bowman) and achievement of performance objectives established by the Committee. Performance below the threshold level of achievement has resulted or will result in forfeiture of the applicable tranche, and vesting percentages will be interpolated between the steps shown in the tables below.

  62. 2021 Performance-Based Cash Awards

    Mr. Bowman also received a similar performance-based cash long-term incentive award in October 2021, with a target award amount of $72,466. Such award was subject to the same performance measures listed below (other than the relative TSR goal) and was eligible to vest on November 19, 2024. Based on our actual levels of achievement of the resident and associate vaccine acceptance rate goals in 2021 and our actual level of achievement of the year-over-year RevPAR growth goal for 2022 and 2023, the Committee has certified that 62.5% of the targeted cash amount from the 2021 tranche, 150% of the targeted cash amount from the 2022 tranche and 150% of the targeted cash amount from the 2023 tranche was eligible to vest on February 27, 2024 (or will be eligible to vest on November 19, 2024, in the case of Mr. Bowman’s October 2021 award). Based on our actual levels of achievement of the 3-year relative TSR tranche, the Committee certified that 114.8% of the targeted cash amount will be eligible to vest on February 27, 2025. See “Payments in Connection with Mr. Swain’s Termination” and “Payments in Connection with Mr. Bowman’s Termination” below for a summary of the treatment of these awards upon their respective terminations on February 24, 2023 and January 12, 2023.

  63. 2021 Performance-Based Cash Awards

    | (3) 3-Year Relative TSR compares our compound annual TSR to the constituent companies of the S&P Midcap 400 index for the period beginning January 1, 2021 and ending December 31, 2023, assuming reinvestment of dividends or distributions. The award agreements provide that no additional cash beyond the target amount will be paid on such tranche if our compound annual TSR is negative for the performance period. |

  64. 2021 Performance-Based Cash Awards

    | | Payout February 2024 | Payout February 2025 | Total Payout | | Ms. Baier | $2,505,781 | $793,555 | $3,299,336 | | Ms. Kussow | $38,715 | $12,261 | $50,976 | | Mr. White | $292,267 | $92,558 | $384,825 | | Mr. Kaestner | $219,767 | $69,598 | $289,365 | | Mr. Hicks | $135,937 | $43,050 | $178,987 | | Mr. Swain | $511,329 | $138,119 | $649,448 | | Mr. Bowman | $74,572(1) | $6,278 | $80,850 |

  65. 2022 Performance-Based RSU Awards

    2022 Performance-Based RSU Awards In February 2022, the Committee awarded performance-based RSU long-term incentive awards to the named executive officers, with the targeted award amounts listed below.

  66. 2022 Performance-Based RSU Awards

    | Performance Objectives | RSUs at Target | | | See table below for summary of performance objectives and achievement levels of completed performance periods | Ms. Baier | 454,546 | | | Ms. Kussow | 7,768 | | | Mr. White | 59,091 | | | Mr. Kaestner | 40,910 | | | Mr. Hicks | 27,273 | | | Mr. Swain | 161,364 | | | Mr. Bowman | 77,273 |

  67. 2022 Performance-Based RSU Awards

    Based on our actual level of achievement of the year-over-year RevPAR growth goal for 2022 and 2023, the Committee has certified that 105% of the targeted amount from the 2022 tranche and 150% of the targeted amount from the 2023 tranche will be eligible to vest on February 27, 2025. The actual levels of achievement of the 2024 RevPAR tranche and the 3-year relative TSR tranche will be determined following the completion of the performance period ending December 31, 2024. See “Payments in Connection with Mr. Swain’s Termination” and “Payments in Connection with Mr. Bowman’s Termination” below for a summary of the treatment of these awards upon their respective terminations on February 24, 2023 and January 12, 2023.

  68. 2022 Performance-Based RSU Awards

    | 38 | |

  69. 2022 Performance-Based RSU Awards

    | Performance Objective | Weighting(1) | Vesting Date | Performance Targets | | | | 2022 year-over-year improvement to same community RevPAR(1) | 25% | 2/27/2025 | Level | % of Target RSUs Vesting | 2022 Growth | | | | | Maximum | 150% | 12% | | | | | Actual | 105% | 10.2% | | | | | Target | 100% | 10% | | | | | | 50% | 8% | | | | | Threshold | 25% | 7% | | 2023 year-over-year improvement to same community RevPAR(1) | 25% | 2/27/2025 | Level | % of Target RSUs Vesting | 2023 Growth | | | | | Actual | 150% | 11.4% | | | | | Maximum | 150% | 7.5% | | | | | Target | 100% | 5% | | | | | | 50% | 2.5% | | | | | Threshold | 25% | 1.25% | | 2024 year-over-year improvement to same community RevPAR(1) | 25% | 2/27/2025 | Level | % of Target RSUs Vesting | 2024 Growth | | | | | Maximum | 150% | 6% | | | | | Target | 100% | 4% | | | | | | 50% | 2% | | | | | Threshold | 25% | 1% | | 3-Year Relative TSR Compared to S&P Midcap 400 Index Companies(2) | 25% | 2/27/2026 | Level | % of Target RSUs Vesting | Relative TSR Rank | | | | | Maximum | 150% | 75th %ile | | | | | Target | 100% | 50th %ile | | | | | Threshold | 50% | 25th %ile |

  70. 2022 Performance-Based RSU Awards

    | (1) For purposes of the 2022 awards, same community RevPAR means the average monthly senior housing resident fee revenues per available unit of the same community portfolio as reported in our SEC filings for the applicable performance period. Same community RevPAR is calculated as resident fee revenues, excluding revenue from our former Health Care Services segment, revenue for private duty services provided to seniors living outside our communities, and entrance fee amortization, of the same community portfolio for the applicable fiscal year, divided by the weighted average number of available units in the same community portfolio for the applicable fiscal year, divided by twelve. |

  71. 2022 Performance-Based RSU Awards

    | (2) 3-Year Relative TSR compares our compound annual TSR to the constituent companies of the S&P Midcap 400 index for the period beginning January 1, 2022 and ending December 31, 2024, assuming reinvestment of dividends or distributions. The award agreements provide that no additional RSUs beyond the target amount will be paid on such tranche if our compound annual TSR is negative for the performance period. |

  72. 2022 Performance-Based RSU Awards

    | 2024 PROXY STATEMENT | 39 |

  73. 2022 Performance-Based RSU Awards

    Based on our actual levels of achievement, the following RSUs are expected to vest with respect to the 2022 and 2023 tranches in February 2025 subject to continued employment (except with respect to Messrs. Swain and Bowman).

  74. 2022 Performance-Based RSU Awards

    | | RSUs February 2025 | | Ms. Baier | 289,774 | | Ms. Kussow | 4,952 | | Mr. White | 37,671 | | Mr. Kaestner | 26,080 | | Mr. Hicks | 17,388 | | Mr. Swain | 42,358 | | Mr. Bowman | 20,284 |

  75. 2022 Performance-Based RSU Awards

    Other Compensation Policies Annual Risk Assessment In accordance with its charter, the Committee conducts an assessment annually of the relationship between our risk management policies and practices, corporate strategy, and our compensation arrangements. As part of this assessment, the Committee evaluates whether any incentive and other forms of pay encourage unnecessary or excessive risk taking. For our 2023 executive compensation program, the Committee concluded that the program, including the performance objectives and targets used for incentive compensation, is appropriately structured not to encourage unnecessary or excessive risk taking, and that any risks arising from the program are not reasonably likely to have a material adverse effect on us. Stock Ownership and Retention Guidelines

  76. 2022 Performance-Based RSU Awards

    | Our stock ownership and retention guidelines are applicable to certain of our officers, including our named executive officers, and are intended to further align the interests of our executives with those of our stockholders. Our named executive officers are expected to hold a number of shares with a minimum market value expressed as a | | | | | | Multiple of Base Salary | | | Chief Executive Officer | 5.0x | | | Chief Financial Officer | 4.0x | | | Executive Vice Presidents | 3.0x |

  77. 2022 Performance-Based RSU Awards

    multiple of their base salary as shown in the table. Unvested equity awards do not count toward the expected level of ownership, except that the estimated number of after-tax time-based equity awards scheduled to vest within 90 days may be counted towards compliance. The expected level of ownership must be achieved by the fifth anniversary of such officer’s becoming subject to the guidelines. We encourage our executives to retain shares obtained through our equity compensation programs, and until the expected ownership level is achieved the guidelines require each officer to retain at least 50% of after-tax shares obtained through those plans. This retention requirement also applies in situations where an officer has achieved the expected stock ownership level but changes in the market price of our stock or the officer’s base salary result in such officer’s failure to maintain the expected stock ownership level. All of our current named executive officers are in compliance with our stock ownership and retention guidelines and will be expected to retain at least 50% of their after-tax shares obtained through our equity compensation plans until they meet their applicable required holdings.

  78. 2022 Performance-Based RSU Awards

    | 40 | |

  79. 2022 Performance-Based RSU Awards

    Policy on Derivatives, Hedging and Pledging Our insider trading policy provides that no one subject to the policy, which includes all our directors, officers, employees and their immediate family members and controlled entities, may engage in short sales, puts, calls, or other derivative transactions, or in any hedging or monetization transactions (i.e., prepaid variable forward contracts, equity swaps, collars, and exchange funds), involving our securities. It also provides that our directors and officers may not pledge our securities as collateral for a loan, or hold our securities in a margin account. Clawback Policies The Committee has adopted a Clawback and Forfeiture Policy, which applies to our current and former officers as defined in Rule 16a-1 of the Exchange Act, which was amended and restated in 2023 to comply with the new NYSE rules. The policy provides that in the event of any financial restatement of our reported consolidated financial statements, the Committee is required, subject to limited exceptions, to recoup any erroneously awarded incentive-based compensation paid during the three completed fiscal years immediately preceding such restatement. To the extent the Committee determines that any such amount should be recouped, the Committee may seek recovery by, among other things, requiring reimbursement of performance-based compensation previously paid, canceling or rescinding outstanding equity awards, adjusting or withholding unpaid compensation, or setting off against future grants of equity-based awards. The new amended and restated policy became effective October 2, 2023 and applies to incentive-based compensation received on or after that date. This policy was included as an exhibit to our most recently filed Annual Report on Form 10-K. In addition, the original version of our Clawback and Forfeiture Policy applied to all short-term and long-term cash or equity-based incentive compensation paid, earned, vested, or otherwise awarded based on performance objectives, beginning with the 2020 annual incentive plan and performance-based long-term incentive awards. The original version of the policy provided that in the event of any material financial restatement of our reported consolidated financial statements, or that the Committee otherwise determines that a financial metric used to determine the vesting or payment of any such performance-based compensation was calculated incorrectly in any material respect, the Committee, in its discretion, may require reimbursement of an amount equal to all or a portion of such performance-based compensation previously vested or paid for any performance periods which include any of the three full fiscal years immediately preceding the announcement of any financial restatement or the determination of any inaccuracy regarding calculation of a financial metric. The amount of the recoupment will be determined by the Committee in its discretion, up to the amount of such performance-based compensation previously paid or vested with respect to such officer that is in excess of the performance-based compensation that would have been received based on the correct financial metric or restated results. To the extent the Committee determines that any such amount should be recouped, the Committee may seek recovery by, among other things, requiring reimbursement of performance-based compensation previously paid, canceling or rescinding outstanding equity awards, adjusting or withholding unpaid compensation, or setting off against future grants of equity-based awards. Our 2014 Omnibus Incentive Plan provides that any award thereunder shall be subject to forfeiture, reduction, or recoupment to the extent provided in our Clawback and Forfeiture Policy or any other future recoupment or clawback policy adopted by us. The long-term incentive award agreements for awards made in 2020 and after to the named executive officers provide that in the event of a breach by the named executive officer of the non-competition, non-solicitation, non-disparagement, or confidentiality covenants contained in the agreements, we will have the authority to cancel all such outstanding awards, cancel all shares of stock beneficially owned by the named executive officer that were issued in settlement of RSUs within 12 months on or prior to, or at any time after, the termination of the named executive officer’s employment, and recoup from the named executive officer any proceeds from such officer’s sale, transfer, or other disposition of any such cancellable shares or amounts paid under the award during such period. To the extent the named executive officers are eligible to receive severance pay and benefits under Ms. Baier’s employment agreement and the Severance Policy (as defined below), as applicable, such agreement and policy

  80. 2022 Performance-Based RSU Awards

    | 2024 PROXY STATEMENT | 41 |

  81. 2022 Performance-Based RSU Awards

    provide that any breach of a restrictive covenant applicable to the named executive officer will result in the immediate and permanent cessation of payment of severance pay and benefits, the obligation of the named executive officer to repay to us upon our demand 90% of the amount or cost of such severance pay and benefits, and the obligation of the named executive officer to pay our costs and expenses to enforce such obligation. Tax Considerations Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) places a limit of $1 million on the amount that a company may deduct in any one year with respect to compensation paid to any “covered employee.” The Committee believes that the interests of our stockholders are best served if it maintains flexibility in compensating executive officers in a manner designed to promote varying corporate goals even though some compensation awards may result in non-deductible compensation expense. In making decisions about executive compensation, the Committee also considers the impact of other tax laws, including Section 409A of the Internal Revenue Code regarding non-qualified deferred compensation and Section 280G of the Internal Revenue Code regarding compensation in connection with a change in control. Employment Agreement and Severance Policies Applicable to Named Executive Officers We are party to an amended and restated employment agreement dated November 3, 2021 with Ms. Baier. The employment agreement has a five year term, subject to automatic extensions for additional one year periods, unless either we or Ms. Baier gives written notice to the other party no less than 90 days prior to the expiration of the term that the term will not be extended. The employment agreement provides an initial base salary of $938,000 per year (Ms. Baier’s then current annual base salary), which shall be reviewed annually and may be increased from time to time at the Board’s sole discretion. Ms. Baier’s base salary may not be reduced without Ms. Baier’s approval. Ms. Baier will have an annual cash incentive opportunity target of 135% of cumulative base salary paid during the calendar year (Ms. Baier’s then current annual cash incentive opportunity target), subject to the terms of our annual incentive plan for senior executive officers. At least annually, Ms. Baier will be considered for an award of long-term incentive awards at a level commensurate with her position and in a form and on terms no less favorable than as provided to our other senior executive officers. Any reduction to such long-term incentive awards will be subject to the definition of good reason. We will provide Ms. Baier with basic term life insurance benefits of at least 100% of her base salary at no cost to Ms. Baier. Termination of Ms. Baier’s employment within 30 days of the end of the initial term or any renewal term of the Employment Agreement following the provision of written notice of non-renewal by the Company will be treated as a termination of Ms. Baier’s employment without cause for purposes of the employment agreement and her then outstanding long-term incentive awards. Under her employment agreement, Ms. Baier is entitled to severance payments if her employment is terminated by us without cause or by her for good reason. Severance payments in connection with a change in control are “double trigger,” which requires the occurrence of a change in control followed by termination of employment within 18 months of the change in control by us without cause or by Ms. Baier for good reason. Any payments that are not deductible by us under Section 280G of the Internal Revenue Code will be cut back only to the extent that the cutback results in a better after-tax position for Ms. Baier. The employment agreement contains non-competition, non-solicitation, confidentiality, and mutual non-disparagement covenants. The non-competition restrictions will continue in effect during Ms. Baier’s employment and for one year following termination of employment. The non-solicitation restrictions will continue in effect during her employment and for two years following her termination of employment. The confidentiality and mutual non-disparagement obligations will apply during her employment and thereafter. Our other continuing named executive officers do not have employment agreements, but are eligible to participate in the Amended and Restated Tier I Severance Pay Policy dated February 10, 2022 (the “Severance Policy”). Under the Severance Policy, the participating named executive officers are entitled to severance payments if their employment is terminated by the Company without cause or, following a change in control, by the executive for good reason. The severance payments under the Severance Policy applicable in connection with a change in control are “double

  82. 2022 Performance-Based RSU Awards

    | 42 | |

  83. 2022 Performance-Based RSU Awards

    trigger,” which require the occurrence of a change in control followed by termination of employment by us without cause or by the executive for good reason. If payments pursuant to the Severance Policy and other arrangements are not deductible by us under Section 280G of the Internal Revenue Code, such payments shall be reduced (or repaid) in order to ensure our deduction of payments in connection with a change in control. Mr. Kaestner and Mr. Hicks are each party to a separate letter agreement with us dated effective as of August 6, 2010, which provides for certain modifications of the Severance Policy as it applies to Mr. Kaestner and Mr. Hicks, described further below. A detailed description of potential severance payments pursuant to the foregoing employment agreement and the Severance Policy, as well as the effect of certain terminations and a change in control pursuant to outstanding long-term incentive award agreements, is set forth under “Potential Payments Upon Termination or Change in Control” below. 2024 Compensation Decisions When making annual compensation decisions for 2024, the Committee reviewed the compensation peer group used for 2023 decisions with the Consultant and determined to remove LHC Group, Inc. due to merger and acquisition activity and add Aveanna Healthcare Holdings Inc. and Surgery Partners, Inc. The Consultant completed a market compensation study using this peer group. Following its review of our executive compensation program, the Committee approved the principal elements of compensation of our continuing named executive officers for 2024 as summarized in the table below. Percentage changes from 2023 are based on the compensation arrangements in place as of December 31, 2023.

  84. 2022 Performance-Based RSU Awards

    | | 2024 Base Salary | Change v. 2023 | 2024 Target Annual Incentive Opportunity | Change v. 2023 | 2024 Grant Value of Long- Term Incentive Awards (1) | Change v. 2023 (1) | 2024 Target Total Direct Compensation | Change v. 2023 | | Ms. Baier | $1,020,000 | 3% | 137% | –% | $5,000,003 | –% | $7,417,403 | 1% | | Ms. Kussow | $600,000 | 13% | 90% | 13% | $1,000,003 | 43% | $2,140,003 | 29% | | Mr. White | $485,000 | 2% | 80% | –% | $700,002 | 4% | $1,573,002 | 3% | | Mr. Kaestner | $460,000 | 3% | 80% | –% | $485,003 | 5% | $1,313,003 | 4% | | Mr. Hicks | $300,000 | 2% | 70% | –% | $300,002 | –% | $810,002 | 1% |

  85. 2022 Performance-Based RSU Awards

    | (1) The dollar amount of the long-term incentive awards, and the percentage change versus 2023, is based on the grant value of such awards (i.e., the number of RSUs granted at target performance, multiplied by the stock price on the date of grant). |

  86. 2022 Performance-Based RSU Awards

    The 2024 annual incentive plan, as approved by the Committee, continues to be based on company financial and strategic objectives weighted 70% and 30% of target, respectively, and will be measured on an annual basis. All amounts earned will be paid out following the end of the year. For 2024, the financial objectives are our full-year 2024 consolidated portfolio RevPAR and our full-year Adjusted EBITDA, with the target levels of performance generally reflective of our 2024 budget approved by the Board. The strategic objectives include retention of key community leadership at our consolidated comparable community portfolio, improvement in resident and family member satisfaction (as reflected by NPS improvement), and (for Ms. Baier) an ESG-related strategic objective focused on our inclusion and diversity initiatives. Such objective will measure our progress on offering the Brookdale EXPAND program to all communities and completing the program for a selected cohort of a minimum number of communities. For the 2024 program, all long-term incentive awards to the named executive officers were issued in the form of time-and performance-based RSUs. A 50/50 grant value mix of time-and performance-based RSUs was used for the

  87. 2022 Performance-Based RSU Awards

    | 2024 PROXY STATEMENT | 43 |

  88. 2022 Performance-Based RSU Awards

    named executive officers, consistent with the 2023 program, except that the Committee approved that all long-term incentive awards for the named executive officers would vest over three years instead of four. The performance objectives for the performance-based RSUs include year-over-year same community RevPAR growth for fiscal 2024, 2025, and 2026, weighted 75%, and TSR relative to the companies in the S&P Midcap 400 Index for the three-year period ending December 31, 2026, weighted 25%. Any performance-based RSUs earned from achievement of the RevPAR growth and relative TSR objectives are eligible to vest on February 27, 2027, subject to continued employment. Performance at the threshold level of achievement for a performance objective will result in vesting of 50% for each of the RevPAR growth and relative TSR objectives. Performance at the target and maximum level of achievement will result in vesting of 100% and 150%, respectively, for such objectives. Vesting percentages will be interpolated for performance between the levels. No additional RSUs beyond the target RSUs will be issued on the relative TSR performance objective if our compound annual TSR is negative for the performance period. Compensation Committee Report The Compensation Committee has reviewed and discussed the disclosure set forth above under the heading “Compensation Discussion and Analysis” with management and, based on the review and discussions, it has recommended to the Board that the “Compensation Discussion and Analysis” be included herein. Respectfully submitted by the Compensation Committee of the Board, COMPENSATION COMMITTEE Frank M. Bumstead, Chair Victoria L. Freed Denise W. Warren

  89. 2022 Performance-Based RSU Awards

    | 44 | |

  90. Summary Compensation Table for 2023

    Summary Compensation Table for 2023 Summary Compensation Table for 2023 The following summary compensation table sets forth information concerning the compensation earned by, awarded to, or paid to our named executive officers for the periods indicated.

  91. Summary Compensation Table for 2023

    | Name and Principal Position (1) | Year | Salary ($) | Bonus ($) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Lucinda M. Baier President and Chief Executive Officer | 2023 | 990,000 | – | 3,193,334 | 1,258,419 | 9,254 | 5,451,007 | | | 2022 | 975,000 | – | 5,117,052 | 545,739 | 8,098 | 6,645,889 | | | 2021 | 938,000 | 100,000 | 2,765,005 | 1,488,391 | 8,852 | 5,300,248 | | Dawn L. Kussow Executive Vice President and Chief Financial Officer | 2023 | 516,461 | – | 714,533 | 375,677 | 6,660 | 1,613,331 | | | 2022 | 344,432 | 36,957 | 172,891 | 81,962 | 6,289 | 642,531 | | Chad C. White Executive Vice President, General Counsel and Secretary | 2023 | 475,000 | – | 689,016 | 352,581 | 8,826 | 1,525,423 | | | 2022 | 465,000 | – | 665,217 | 154,237 | 6,761 | 1,291,215 | | | 2021 | 425,000 | 73,000 | 322,502 | 349,677 | 7,143 | 1,177,322 | | H. Todd Kaestner Executive Vice President – Corporate Development and President – CCRCs | 2023 | 445,000 | – | 469,550 | 330,313 | 8,798 | 1,253,661 | | | 2022 | 430,000 | – | 460,545 | 142,628 | 7,267 | 1,040,440 | | | 2021 | 390,000 | 75,000 | 242,503 | 320,880 | 7,596 | 1,035,979 | | George T. Hicks Executive Vice President – Finance and Treasurer | 2023 | 295,000 | – | 306,229 | 191,600 | 6,152 | 798,981 | | Steven E. Swain Former Executive Vice President and Chief Financial Officer | 2023 | 90,769 | – | – | 67,376 | 1,196,323 | 1,354,468 | | | 2022 | 590,000 | – | 1,816,555 | 244,624 | 7,858 | 2,659,037 | | | 2021 | 575,000 | – | 962,504 | 675,847 | 8,193 | 2,221,544 | | Kevin W. Bowman Former Executive Vice President – Community Operations | 2023 | 16,442 | – | – | 23,143 | 968,893 | 1,008,478 | | | 2022 | 475,000 | – | 869,901 | 207,880 | 73,929 | 1,626,710 | | | 2021 | 339,844 | – | 159,968 | 253,921 | 16,847 | 770,580 |

  92. Summary Compensation Table for 2023

    | (1) The named executive officers served in the positions noted in the table at all times during the years presented, except that: Mr. Bowman served as Division Vice President – Operations (West Division) before being appointed to serve as Executive Vice President – Community Operations effective October 1, 2021; Mr. Kaestner served as Executive Vice President – Asset Management and Division President – Entry Fee during 2020 and to July 31, 2021; and Ms. Kussow served as Senior Vice President and Chief Accounting Officer for the full year of 2022 and as Interim Chief Financial Officer from August 17, 2022 until October 3, 2022 in connection with a temporary medical leave of absence taken by Mr. Swain during that period. Ms. Kussow was appointed to serve as Executive Vice President and Chief Financial Officer effective February 24, 2023. Mr. Swain’s service as Executive Vice President and Chief Financial Officer was terminated without cause effective as of such date, and Mr. Bowman’s service as Executive Vice President – Community Operations was terminated without cause effective January 12, 2023. Mr. Hicks was not an NEO in 2022 and 2021 and Ms. Kussow was not an NEO in 2021. |

  93. Summary Compensation Table for 2023

    | (2) Represents the aggregate grant date fair value of time- and/or performance-based RSUs awarded in 2023 and prior years, in each case computed in accordance with ASC 718. See Note 2 to our Consolidated Financial Statements included in our 2023 Annual Report for a summary of the assumptions made in the valuation of these awards. See footnotes 2 and 6 to the Grants of Plan-Based Awards Table for the grant values of the performance-based RSUs awarded in 2023 assuming maximum levels of performance. |

  94. Summary Compensation Table for 2023

    | 2024 PROXY STATEMENT | 45 |

  95. Summary Compensation Table for 2023

    | (3) Represents the payout of each named executive officer’s annual cash incentive opportunity with respect to performance in the applicable year. The 2022 amounts for Ms. Kussow and Mr. Bowman include $10,680 and $10,937, respectively, associated with the vesting of the 2022 tranche of time-based cash long-term incentive awards granted to them in February 2021. The 2023 amounts for Ms. Kussow and Mr. Bowman include $10,680 and $10,938, respectively, associated with the vesting of the 2023 tranche of time-based cash long-term incentive awards granted to them in February 2021. |

  96. Summary Compensation Table for 2023

    | (4) For each of the named executive officers, the 2023 amount includes the employer matching contribution to our 401(k) Plan and premiums on Company-provided life and disability insurance. For Mr. Swain and Mr. Bowman, the 2023 amount also includes payments following their respective terminations without cause. See “Payments in Connection with Mr. Swain’s Termination” and “Payments in Connection with Mr. Bowman’s Termination” below for further information. |

  97. Summary Compensation Table for 2023

    | 46 | |

  98. Grants of Plan-Based Awards

    Grants of Plan-Based Awards Grants of Plan-Based Awards The following table summarizes grants of plan-based awards made to our named executive officers in 2023. To the extent we declare cash or stock dividends on our shares of common stock, the RSUs awarded will accrue cash equivalents or shares to be paid only to the extent the underlying RSUs ultimately vest. Due to their respective terminations, long-term incentive awards were not made to Mr. Swain and Mr. Bowman.

  99. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Ms. Baier | – (1) | 440,798 | 1,356,300 | 2,576,970 | | | | | | | | 2/15/2023 (2) | | | | 117,514 | 235,028 | 352,542 | | 693,333 | | | 2/15/2023 (3) | 590,834 | 1,181,667 | 1,772,501 | | | | | | | | 2/15/2023 (4) | 312,500 | 625,000 | 937,500 | | | | | | | | 2/15/2023 (5) | | | | | | | 847,458 | 2,500,001 | | Ms. Kussow | – (1) | 127,849 | 393,380 | 747,423 | | | | | | | | 2/15/2023 (2) | | | | 44,492 | 88,983 | 133,475 | | 262,500 | | | 2/15/2023 (6) | | | | 14,831 | 29,661 | 44,492 | | 102,034 | | | 2/15/2023 (5) | | | | | | | 118,644 | 350,000 | | Mr. White | – (1) | 123,500 | 380,000 | 722,000 | | | | | | | | 2/15/2023 (2) | | | | 42,903 | 85,805 | 128,708 | | 253,125 | | | 2/15/2023 (6) | | | | 14,301 | 28,602 | 42,903 | | 98,391 | | | 2/15/2023 (5) | | | | | | | 114,407 | 337,501 | | Mr. Kaestner | – (1) | 115,700 | 356,000 | 676,400 | | | | | | | | 2/15/2023 (2) | | | | 29,237 | 58,474 | 87,711 | | 172,498 | | | 2/15/2023 (6) | | | | 9,746 | 19,492 | 29,238 | | 67,052 | | | 2/15/2023 (5) | | | | | | | 77,966 | 230,000 | | Mr. Hicks | – (1) | 67,113 | 206,500 | 392,350 | | | | | | | | 2/15/2023 (2) | | | | 19,068 | 38,135 | 57,203 | | 112,498 | | | 2/15/2023 (6) | | | | 6,356 | 12,712 | 19,068 | | 43,729 | | | 2/15/2023 (5) | | | | | | | 50,848 | 150,002 | | Mr. Swain | – (1) | 23,600 | 72,615 | 137,969 | | | | | | | Mr. Bowman | – (1) | 4,275 | 13,154 | 24,992 | | | | | |

  100. Grants of Plan-Based Awards

    | (1) Amounts represent the threshold, target, and maximum payout levels under our 2023 annual incentive plan applicable to each named executive officer, as described above. The actual payouts are reported in the Summary Compensation Table as Non-Equity Incentive Plan Compensation for 2023 in the following amounts: Ms. Baier–$1,258,419; Ms. Kussow–$364,997; Mr. White–$352,581; Mr. Kaestner–$330,313; Mr. Hicks–$191,600; Mr. Swain–$67,376; and Mr. Bowman–$12,205. |

  101. Grants of Plan-Based Awards

    | (2) Represents performance-based RSUs granted under our 2014 Omnibus Incentive Plan, which are eligible to vest on February 27, 2026, subject to continued employment and the achievement of year-over-year same-community RevPAR growth performance targets for years 2023, 2024 and 2025. Each RSU is payable in the form of one share of our common stock upon vesting. The values of the RSUs reported in the table represent the grant date fair values computed in accordance with ASC 718, which are equivalent to the grant values (i.e., number of RSUs granted at target performance level, multiplied by the closing price on the date of grant). Achievement at the threshold, target, and maximum or above performance |

  102. Grants of Plan-Based Awards

    | 2024 PROXY STATEMENT | 47 |

  103. Grants of Plan-Based Awards

    | levels will result in vesting of 50%, 100%, and 150% of the target number of RSUs, respectively, and vesting percentages will be interpolated for performance between the levels set forth in the award agreements (as described previously). Failure to achieve the threshold performance level for any tranche will result in forfeiture of all such RSUs in that tranche. The grant values of the awards (i.e., number of RSUs granted multiplied by the closing price on the date of grant) assuming achievement at or above the maximum performance level were: Ms. Baier–$1,039,999; Ms. Kussow–$393,750; Mr. White–$379,687; Mr. Kaestner–$258,747; and Mr. Hicks–$168,747. |

  104. Grants of Plan-Based Awards

    | (3) Represents a performance-based cash award to Ms. Baier, which is eligible to vest on February 27, 2026, subject to continued employment and the achievement of year-over-year same-community RevPAR growth performance targets for years 2023, 2024 and 2025. Achievement at the threshold, target, and maximum or above performance levels will result in vesting of 50%, 100%, and 150% of the target cash amount, respectively, and vesting percentages will be interpolated for performance between the levels set forth in the award agreement (as described previously). Failure to achieve the threshold performance level for any tranche will result in forfeiture of the applicable portion of such cash award. |

  105. Grants of Plan-Based Awards

    | (4) Represents a performance-based cash award to Ms. Baier, which is eligible to vest on February 27, 2027, subject to continued employment and the achievement of 3-year relative TSR performance targets. Achievement at the threshold, target, and maximum or above performance levels will result in vesting of 50%, 100%, and 150% of the target cash amount, respectively (provided that no additional target cash amount will be issued if our compound annual TSR is negative for the performance period), and vesting percentages will be interpolated for performance between those levels. Failure to achieve the threshold performance level will result in forfeiture of the entire cash amount. |

  106. Grants of Plan-Based Awards

    | (5) Represents time-based RSUs granted under our 2014 Omnibus Incentive Plan which are eligible to vest ratably in four annual installments beginning on February 27, 2024, subject to continued employment. Each RSU is payable in the form of one share of our common stock upon vesting. |

  107. Grants of Plan-Based Awards

    | (6) Represents performance-based RSUs granted under our 2014 Omnibus Incentive Plan, which are eligible to vest on February 27, 2027, subject to continued employment and the achievement of 3-year relative TSR performance targets. Each RSU is payable in the form of one share of our common stock upon vesting. The values reported in the table represent the grant date fair values computed in accordance with ASC 718, which were 16.6% more than the grant values (i.e., number of RSUs granted at target performance level, multiplied by the closing price on the date of grant). Achievement at the threshold, target, and maximum or above performance levels will result in vesting of 50%, 100%, and 150% of the target number of RSUs, respectively (provided that no additional shares beyond the target number of RSUs will be issued if our compound annual TSR is negative for the performance period), and vesting percentages will be interpolated for performance between those levels. Failure to achieve the threshold performance level will result in forfeiture of all such RSUs. The grant values of the awards (i.e., number of RSUs granted multiplied by the closing price on the date of grant) assuming achievement at or above the maximum performance level were: Ms. Kussow–$131,250; Mr. White–$126,564; Mr. Kaestner–$86,252; and Mr. Hicks–$56,251. |

  108. Grants of Plan-Based Awards

    | 48 | |

  109. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End Outstanding Equity Awards at Fiscal Year-End The following table summarizes the outstanding equity awards held by each of our named executive officers as of December 31, 2023, with market values of such awards based on $5.82 per share, the closing market price of our stock on December 29, 2023.

  110. Outstanding Equity Awards at Fiscal Year-End

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Ms. Baier | 2/12/2020 (1) | 87,003 | 506,357 | – | – | | | 2/22/2021 (1) | 271,612 | 1,580,782 | – | – | | | 2/10/2022 (1) | 340,910 | 1,984,096 | – | – | | | 2/10/2022 (2) | 289,774 | 1,686,485 | 227,274(4) | 1,322,735 | | | 2/15/2023 (1) | 847,458 | 4,932,206 | – | – | | | 2/15/2023 (3) | 45,438 | 264,449 | 78,344(5) | 455,962 | | Ms. Kussow | 2/12/2020 (1) | 4,552 | 26,493 | – | – | | | 2/22/2021 (1) | 8,393 | 48,847 | – | – | | | 2/10/2022 (1) | 17,478 | 101,722 | – | – | | | 2/10/2022 (2) | 4,952 | 28,821 | 3,884(4) | 22,605 | | | 2/15/2023 (1) | 118,644 | 690,508 | – | – | | | 2/15/2023 (3) | 17,203 | 100,121 | 74,154(5) | 431,576 | | Mr. White | 2/12/2020 (1) | 9,766 | 56,838 | – | – | | | 2/22/2021 (1) | 31,680 | 184,378 | – | – | | | 2/10/2022 (1) | 44,319 | 257,937 | – | – | | | 2/10/2022 (2) | 37,671 | 219,245 | 29,547(4) | 171,964 | | | 2/15/2023 (1) | 114,407 | 665,849 | – | – | | | 2/15/2023 (3) | 16,589 | 96,548 | 71,505(5) | 416,159 | | Mr. Kaestner | 2/12/2020 (1) | 6,215 | 36,171 | – | – | | | 2/22/2021 (1) | 23,822 | 138,644 | – | – | | | 2/10/2022 (1) | 30,683 | 178,575 | – | – | | | 2/10/2022 (2) | 26,080 | 151,786 | 20,456(4) | 119,054 | | | 2/15/2023 (1) | 77,966 | 453,762 | – | – | | | 2/15/2023 (3) | 11,305 | 65,795 | 48,730(5) | 283,609 | | Mr. Hicks | 2/12/2020 (1) | 5,327 | 31,003 | – | – | | | 2/22/2021 (1) | 14,735 | 85,758 | – | – | | | 2/10/2022 (1) | 20,455 | 119,048 | – | – | | | 2/10/2022 (2) | 17,388 | 101,198 | 13,636(4) | 79,362 | | | 2/15/2023 (1) | 50,848 | 295,935 | – | – | | | 2/15/2023 (3) | 7,372 | 42,905 | 31,780(5) | 184,960 | | Mr. Swain | 2/10/2022 (2) | 42,358 | 246,524 | 15,219(4) | 88,051 | | Mr. Bowman | 2/10/2022 (2) | 20,284 | 118,053 | 7,245(4) | 42,166 |

  111. Outstanding Equity Awards at Fiscal Year-End

    | (1) Represents time-based RSUs, the vesting of which is subject to continued employment. The awards have vested or are eligible to vest ratably in four annual installments beginning on February 27 in the year following the year of grant. |

  112. Outstanding Equity Awards at Fiscal Year-End

    | (2) Represents performance-based RSUs which are eligible to vest on February 27, 2025 subject to continued employment (except with respect to Messrs. Swain and Bowman) for which the Committee has certified the actual level of achievement of 105% of the targeted amount from the 2022 tranche and 150% of the targeted amount from the 2023 tranche for the year-over-year RevPAR growth goal for 2022 and 2023. |

  113. Outstanding Equity Awards at Fiscal Year-End

    | (3) Represents performance-based RSUs which are eligible to vest on February 27, 2026 subject to continued employment for which the Committee has certified the actual level of achievement of 58% of the targeted amount from the 2023 tranche for the year-over-year RevPAR growth goal for |

  114. Outstanding Equity Awards at Fiscal Year-End

    | 2024 PROXY STATEMENT | 49 |

  115. Outstanding Equity Awards at Fiscal Year-End

    | 2023. Upon the Committee’s determination that the target level of performance had not been achieved, the named executive officers forfeited the following number of RSUs on February 15, 2024: Ms. Baier–32,903; Ms. Kussow–12,458; Mr. White–12,012; Mr. Kaestner–8,186; and Mr. Hicks–5,339, which are not reflected in the table above. |

  116. Outstanding Equity Awards at Fiscal Year-End

    | (4) Represents performance-based RSUs with the terms described under “Status of Outstanding Performance-Based Awards Granted Prior to 2023—2022 Performance-Based RSU Awards”. The number of RSUs reported represents the threshold level of performance with respect to RSUs eligible to vest on February 27, 2025 subject to continued employment (except with respect to Messrs. Swain and Bowman) for the 2024 tranche for the year-over-year RevPAR growth goal, and the maximum level of performance with respect to the RSUs eligible to vest February 27, 2026 (subject to continued employment) based on our 3-year relative TSR for the period of January 1, 2022 to December 31, 2024. The number of RSUs reported for the 3-year relative TSR represents the maximum level of performance due to the fact that for the period of January 1, 2022 to December 31, 2023 performance has exceeded the target level of achievement. The final number of RSUs earned will be determined by the Committee following completion of the full three-year performance period. |

  117. Outstanding Equity Awards at Fiscal Year-End

    | (5) Represents performance-based RSUs with the terms described in footnotes 2 and 3 to the Grants of Plan-Based Awards Table. The number of RSUs reported represents the threshold level of performance with respect to the RSUs eligible to vest on February 27, 2026 (subject to continued employment) for the 2024 and 2025 tranches for the year-over-year RevPAR growth goals, and (for all continuing named executive officers other than Ms. Baier) the maximum level of performance with respect to the RSUs eligible to vest on February 27, 2027 (subject to continued employment) based on our 3-year relative TSR performance for the period of January 1, 2023 to December 31, 2025. The number of RSUs reported represents the maximum level of performance due to the fact that for the period of January 1, 2023 to December 31, 2023 performance has exceeded the maximum level of achievement. The final number of RSUs earned will be determined by the Committee following completion of the full respective performance periods. |

  118. Outstanding Equity Awards at Fiscal Year-End

    Stock Vested for 2023 The following table summarizes the vesting of time-based restricted shares and RSUs and the value realized by our named executive officers as a result of such vesting during 2023.

  119. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Ms. Baier | 411,986 | 1,367,794 | | Ms. Kussow | 20,926 | 69,474 | | Mr. White | 47,535 | 157,817 | | Mr. Kaestner | 33,919 | 112,611 | | Mr. Hicks | 32,672 | 108,471 | | Mr. Swain | 138,475 | 455,583 | | Mr. Bowman | 32,626 | 94,942 |

  120. Outstanding Equity Awards at Fiscal Year-End

    | (1) The value realized is based on the closing market price of the underlying stock on the date the shares vested (or the most recent trading day if such date was not a trading day): February 27, 2023 (Ms. Baier–411,986 shares; Ms. Kussow–20,926 shares; Mr. White–47,535 shares; Mr. Kaestner–33,919 shares; and Mr. Hicks–32,672); February 24, 2023 (Mr. Swain–138,475); and January 12, 2023 (Mr. Bowman–32,626 shares). |

  121. Outstanding Equity Awards at Fiscal Year-End

    Pension Benefits None of our named executive officers participates in or has account balances in qualified or non-qualified defined benefit plans sponsored by us. The Committee may elect to adopt qualified or non-qualified defined benefit plans in the future if it determines that doing so is in our best interests. Nonqualified Deferred Compensation None of our named executive officers participates in or has an accrued benefit in non-qualified defined contribution plans or other non-qualified deferred compensation plans maintained by us. The Committee may elect to adopt non-qualified defined contribution plans or other non-qualified deferred compensation plans in the future if it determines that doing so is in our best interests.

  122. Outstanding Equity Awards at Fiscal Year-End

    | 50 | |

  123. Outstanding Equity Awards at Fiscal Year-End

    Potential Payments Upon Termination or Change in Control The following table sets forth potential amounts payable upon termination of employment or a change in control to our continuing named executive officers assuming termination of employment on December 31, 2023, with long-term equity incentive amounts based on $5.82 per share, the closing market price of our stock on December 29, 2023.

  124. Outstanding Equity Awards at Fiscal Year-End

    | Name/Benefit | Voluntary Resignation by Executive ($) | Termination by us for Cause ($) | Termination by us without Cause ($) | Termination by us without Cause following a Change in Control ($) | Termination by Executive for Good Reason ($) | Disability ($) | Death ($) | | Ms. Baier | | | | | | | | | Salary | – | – | 1,485,000 | 1,980,000 | 1,485,000 | – | – | | Pro-Rata Bonus (1) | – | – | 1,258,419 | 1,258,419 | 1,258,419 | 1,258,419 | 1,258,419 | | Severance Bonus | – | – | 2,034,450 | 2,712,600 | 2,034,450 | – | – | | PTO | 44,816 | 44,816 | 44,816 | 44,816 | 44,816 | 44,816 | 44,816 | | COBRA | – | – | 30,495 | 30,495 | 30,495 | – | – | | Accelerated Vesting of Long-Term Incentive Awards (2) | – | – | 8,471,501 | 18,129,592 | 8,471,501 | 8,471,501 | 8,471,501 | | Total | 44,816 | 44,816 | 13,324,681 | 24,155,922 | 13,324,681 | 9,774,736 | 9,774,736 | | Ms. Kussow | | | | | | | | | Salary | – | – | 530,000 | 795,000 | – | – | – | | Pro-Rata Bonus (1) | – | – | 364,997 | 364,997 | – | 364,997 | 364,997 | | Severance Bonus | – | – | 393,380 | 590,071 | – | – | – | | PTO | 23,993 | 23,993 | 23,993 | 23,993 | 23,993 | 23,993 | 23,993 | | COBRA | – | – | – | – | – | – | – | | Accelerated Vesting of Long-Term Incentive Awards (2) | – | – | 444,980 | 1,609,333 | – | 444,980 | 444,980 | | Total | 23,993 | 23,993 | 1,757,350 | 3,383,394 | 23,993 | 833,970 | 833,970 | | Mr. White | | | | | | | | | Salary | – | – | 475,000 | 712,500 | – | – | – | | Pro-Rata Bonus (1) | – | – | 352,581 | 352,581 | – | 352,581 | 352,581 | | Severance Bonus | – | – | 380,000 | 570,000 | – | – | – | | PTO | 21,311 | 21,311 | 21,311 | 21,311 | 21,311 | 21,311 | 21,311 | | COBRA | – | – | – | – | – | – | – | | Accelerated Vesting of Long-Term Incentive Awards (2) | – | – | 1,078,943 | 2,535,968 | – | 1,078,943 | 1,078,943 | | Total | 21,311 | 21,311 | 2,307,835 | 4,193,360 | 21,311 | 1,452,835 | 1,452,835 | | Mr. Kaestner | | | | | | | | | Salary | – | – | 445,000 | 667,500 | 445,000 | – | – | | Pro-Rata Bonus (1) | – | – | 330,313 | 330,313 | – | 330,313 | 330,313 | | Severance Bonus | – | – | 356,000 | 534,000 | 267,000 | – | – | | PTO | 20,408 | 20,408 | 20,408 | 20,408 | 20,408 | 20,408 | 20,408 | | COBRA | – | – | 17,860 | 26,789 | 17,860 | – | – | | Accelerated Vesting of Long-Term Incentive Awards (2) | – | – | 768,005 | 1,773,472 | – | 768,005 | 768,005 | | Total | 20,408 | 20,408 | 1,937,586 | 3,352,482 | 750,268 | 1,118,726 | 1,118,726 |

  125. Outstanding Equity Awards at Fiscal Year-End

    | 2024 PROXY STATEMENT | 51 |

  126. Outstanding Equity Awards at Fiscal Year-End

    | Name/Benefit | Voluntary Resignation by Executive ($) | Termination by us for Cause ($) | Termination by us without Cause ($) | Termination by us without Cause following a Change in Control ($) | Termination by Executive for Good Reason ($) | Disability ($) | Death ($) | | Mr. Hicks | | | | | | | | | Salary | – | – | 295,000 | 442,500 | 295,000 | – | – | | Pro-Rata Bonus (1) | – | – | 191,600 | 191,600 | – | 191,600 | 191,600 | | Severance Bonus | – | – | 206,500 | 309,750 | 154,875 | – | – | | PTO | 13,529 | 13,529 | 13,529 | 13,529 | 13,529 | 13,529 | 13,529 | | COBRA | – | – | 27,107 | 40,660 | 27,107 | – | – | | Accelerated Vesting of Long-Term Incentive Awards (2) | – | – | 499,872 | 1,156,148 | – | 499,872 | 499,872 | | Total | 13,529 | 13,529 | 1,233,608 | 2,154,187 | 490,511 | 705,001 | 705,001 |

  127. Outstanding Equity Awards at Fiscal Year-End

    | (1) The amounts listed in the applicable columns represent the amount payable to the named executive officer under the 2023 annual incentive plan based on our actual performance in 2023. |

  128. Outstanding Equity Awards at Fiscal Year-End

    | (2) The amounts in the applicable columns include accelerated vesting of long-term incentive awards pursuant to the severance terms of the applicable award agreements described below. With respect to the amounts set forth for “Termination by us without Cause”, terminations due to “Disability” and “Death” and, for Ms. Baier, “Termination by Executive for Good Reason,” the reported amounts: (i) include the future vesting amount of the first, second, and third tranches, and 75% of the fourth tranche of the performance-based cash awards granted in 2021 after giving effect to our actual performance for the performance periods ended December 31, 2021, 2022, and 2023; (ii) include the future vesting amount of the first and second tranches of the performance-based RSUs granted in 2022 after giving effect to our actual performance for the performance periods ended December 31, 2022 and 2023; (iii) include the future vesting amount of the first tranche of the performance-based RSUs (and for Ms. Baier, the performance-based cash award) granted in 2023 after giving effect to our actual performance for the performance period ended December 31, 2023; (iv) exclude the potential future vesting of 25% of the fourth tranche (relative TSR objective) of the outstanding 2021 performance-based cash awards, which vests subsequent to December 31, 2023; (v) exclude the potential future vesting of 50% of the fourth tranche (relative TSR objective) of the outstanding 2022 performance-based RSUs, which has a performance period ending subsequent to December 31, 2023; and (vi) exclude the potential future vesting of 25% of the fourth tranche (relative TSR objective) of the outstanding 2023 performance-based RSUs (and for Ms. Baier, the 2023 performance-based cash award), which has a performance period ending subsequent to December 31, 2023. See below for a description of the treatment of certain terminations of employment under the outstanding long-term incentive awards. Assuming threshold level performance for the fourth tranche of the 2022 performance-based cash awards and the fourth tranche of the 2023 performance-based RSUs (and for Ms. Baier, the 2023 performance-based cash award) referenced in (v) and (vi) above, the named executive officers would have been entitled to the following additional amounts for “Termination by us without Cause”, terminations due to “Disability” and “Death” and, for Ms. Baier, “Termination by Executive for Good Reason”: Ms. Baier–$243,465; Ms. Kussow–$24,403; Mr. White–$42,306; Mr. Kaestner–$29,065; and Mr. Hicks–$19,171. Assuming target level performance for the fourth tranche of the 2022 performance-based RSUs and the fourth tranche of the 2023 performance-based RSUs (and for Ms. Baier, the 2023 performance-based cash award) referenced in (v) and (vi) above, the named executive officers would have been entitled to the following additional amounts for “Termination by us without Cause”, terminations due to “Disability” and “Death” and, for Ms. Baier, “Termination by Executive for Good Reason”: Ms. Baier–$486,937; Ms. Kussow–$48,807; Mr. White–$84,605; Mr. Kaestner–$58,124; and Mr. Hicks–$38,336. Assuming maximum level performance for the fourth tranche of the 2022 performance-based RSUs and the fourth tranche of the 2023 performance-based RSUs (and for Ms. Baier, the 2023 performance-based cash award) referenced in (v) and (vi) above, the named executive officers would have been entitled to the following additional amounts for “Termination by us without Cause”, terminations due to “Disability” and “Death” and, for Ms. Baier, “Termination by Executive for Good Reason”: Ms. Baier–$730,402; Ms. Kussow–$73,210; Mr. White–$126,911; Mr. Kaestner–$87,189; and Mr. Hicks–$57,507. |

  129. Outstanding Equity Awards at Fiscal Year-End

    Payments in Connection with Mr. Swain’s Termination Mr. Swain’s employment was terminated by us without cause effective February 24, 2023. Upon his delivery of an executed waiver and release acknowledging that all restrictive covenants to which he is a party will remain in force for the periods specified, he became eligible to receive severance pay and benefits under the Severance Policy, including the COBRA benefits described below under “Severance Arrangements”. A breach of such covenants will result in the cessation of severance pay and benefits and may result in his being required to repay certain severance pay and benefits already provided as well as certain costs and expenses. Pursuant to the Severance Policy, Mr. Swain was entitled to receive $1,180,000, which represents the sum of his 2023 annual salary of $590,000 and his 2023 target annual bonus opportunity of $590,000, which was paid in equal periodic installments on our regular payroll dates, spanning 12 months. He was also eligible to receive a pro-rata bonus for 2023 to the extent earned under our 2023 annual incentive plan based on the number of days of his service during 2023, which was paid on the regular

  130. Outstanding Equity Awards at Fiscal Year-End

    | 52 | |

  131. Outstanding Equity Awards at Fiscal Year-End

    payment date in the amount of $67,376 (as described above). In addition, Mr. Swain was paid the amount he earned for 2022 performance under the 2022 Management Incentive Plan ($244,624) and he received a payout of $15,465, representing his paid time off (PTO) balance. Mr. Swain was also eligible to receive outplacement services generally consistent with the outplacement benefits provided to other management-level corporate associates who were impacted by an organizational restructuring in early 2023. Upon his termination, a total of 138,475 outstanding time-based restricted shares and restricted stock units immediately vested, with all remaining time-based restricted stock units being immediately forfeited. With respect to Mr. Swain’s outstanding 2022 performance-based restricted stock unit awards, 52,444 RSUs remained outstanding following his termination and will be eligible for vesting in the future based on (and subject to) the Company’s performance relative to the performance targets for such award, and 110,937 RSUs were immediately forfeited on the date of his termination. Mr. Swain earned 42,358 RSUs (including 2,017 additional RSUs based on performance above the target level), which will vest in 2025 and has 15,129 RSUs eligible for vesting in the future based on (and subject to) the Company’s performance. With respect to his outstanding 2021 performance-based cash award, a total of $631,640 of the award remained outstanding following his termination and was eligible to vest based on (and subject to) the Company’s performance relative to the performance targets for such awards. Based on our actual levels of achievement of the 2021 and 2022 tranches of the 2021 performance-based cash award, $511,329 vested on February 27, 2024. Based on our actual levels of achievement of the 3-year relative TSR tranche, $138,119 will be eligible to vest on February 27, 2025. A total of $360,937 of the 2021 award was immediately forfeited on the date of his termination. The number of performance-based RSUs and the amount of the performance-based cash award that remain outstanding and eligible for future vesting is based on actual performance for completed performance periods and assumes the target level of performance for performance periods that have not yet been completed. Payments in Connection with Mr. Bowman’s Termination Mr. Bowman’s employment was terminated by us without cause effective January 12, 2023. Upon his delivery of an executed waiver and release acknowledging that all restrictive covenants to which he is a party will remain in force for the periods specified, he became eligible to receive severance pay and benefits under the Severance Policy, including the COBRA benefits described below under “Severance Arrangements”. A breach of such covenants will result in the cessation of severance pay and benefits and may result in his being required to repay certain severance pay and benefits already provided as well as certain costs and expenses. Pursuant to the Severance Policy, Mr. Bowman was entitled to receive $950,000, which represents the sum of his 2023 annual salary of $475,000 and his 2023 target annual bonus opportunity of $475,000, which was paid in equal periodic installments on our regular payroll dates, spanning 12 months. He was also eligible to receive a pro-rata bonus for 2023 to the extent earned under our 2023 annual incentive plan based on the number of days of his service during 2023, which was paid on the regular payment date in the amount of $12,205 (as described above). In addition, Mr. Bowman was paid the amount he earned for 2022 performance under the 2022 Management Incentive Plan ($196,943) and he received a payout of $18,269, representing his paid time off (PTO) balance. Mr. Bowman was also eligible to receive outplacement services generally consistent with the outplacement benefits provided to other management-level corporate associates who were impacted by an organizational restructuring in early 2023. Upon his termination, a total of 32,626 outstanding time-based restricted shares and restricted stock units immediately vested, with all remaining time-based restricted stock units being immediately forfeited. In addition, $10,938 of his outstanding time-based cash award immediately vested and $21,875 of such award was immediately forfeited. With respect to Mr. Bowman’s outstanding 2022 performance-based restricted stock unit awards, 25,114 RSUs remained outstanding following his termination and will be eligible for vesting in the future based on (and subject to) the Company’s performance relative to the performance targets for such award, and 53,125 RSUs were immediately forfeited on the date of his termination. Mr. Bowman earned 20,284 (including 966 additional RSUs based on performance above the target level), which will vest in 2025, and he has 7,245 RSUs eligible for vesting in the future based on (and subject to) the Company’s performance. With respect to his outstanding 2021 performance-based cash awards, a total of $80,040 of the awards remained outstanding following his termination and eligible for

  132. Outstanding Equity Awards at Fiscal Year-End

    | 2024 PROXY STATEMENT | 53 |

  133. Outstanding Equity Awards at Fiscal Year-End

    vesting based on (and subject to) the Company’s performance relative to the performance targets for such awards. Based on our actual levels of achievement of the 2021 and 2022 tranches of the 2021 performance-based cash awards, $23,242 vested on February 27, 2024 and $51,330 will be eligible to vest on November 19, 2024. An additional $6,278 will be eligible to vest on February 27, 2025 based on actual levels of achievement of the 3-year relative TSR tranche. A total of $40,562 of the 2021 awards was immediately forfeited on the date of his termination. The number of performance-based RSUs and the amount of the performance-based cash awards that remain outstanding and eligible for future vesting is based on actual performance for completed performance periods and assumes the target level of performance for performance periods that have not yet been completed. Severance Arrangements Our employment agreement with Ms. Baier and the Severance Policy provide for severance payments and benefits for certain terminations of employment of our named executive officers. In addition, long-term incentive award agreements with the named executive officers provide for the treatment of outstanding long-term incentive awards upon certain terminations of employment. Summaries of such arrangements are set forth below. Unless otherwise indicated, “cause,” “good reason” and “change in control” are defined in the employment agreement or Severance Policy, as applicable, or with respect to the outstanding long-term incentive award agreements, our 2014 Omnibus Incentive Plan or such long-term incentive award agreements as applicable. In addition to the severance pay and benefits described below, upon any termination of a named executive officer’s employment, the executive will be entitled to receive a payout of up to 80 hours of the executive’s paid time off (PTO) balance. Upon termination of a named executive officer’s employment due to death or disability, our annual incentive plan and Ms. Baier’s employment agreement provide that the annual bonus will be paid to the extend earned, pro-rated based on the number of days employed during the year. Employment Agreement Under Ms. Baier’s employment agreement, in the event her employment is terminated by us without cause or by Ms. Baier for good reason, in each case other than within 18 months following a change in control, she will be entitled to: (i) 150% of her base salary and target annual bonus for the year of termination, payable over 18 months; (ii) an annual bonus for the year of termination (to the extent earned under the terms of the bonus plan), pro-rated based on the number of days she was employed, and (iii) if then eligible for, and she elects continuation of health coverage under COBRA, we will pay the employer portion of her COBRA premium payments for 18 months as if she were still an active employee (the “COBRA Benefits”). In the event Ms. Baier’s employment is terminated by us without cause or by Ms. Baier for good reason, in each case within 18 months following a change in control, she will be entitled to: (i) 200% of her base salary and her target bonus for the year of termination payable in a lump sum upon such termination, (ii) her target annual bonus for the year of termination, pro-rated based on the number of days she was employed, payable in a lump sum upon such termination, and (iii) the COBRA Benefits for 18 months If Ms. Baier’s employment is terminated by reason of her death or “disability” (as defined in the employment agreement), she (or her beneficiary or estate, as applicable) will be entitled to receive an annual bonus for the year of termination (to the extent earned under the terms of the bonus plan), pro-rated based on the number of days she was employed. Payments of such severance pay and benefits under the employment agreement are conditioned on Ms. Baier having signed and returned an effective waiver and release of claims in a form satisfactory to us and continuing to comply with all applicable restrictive covenants. She must acknowledge in such release that all restrictive covenants to which she is a party will remain in force for the period specified in such covenants. A breach of such covenants will result in the cessation of severance pay and benefits and may result in her being required to repay certain severance pay and benefits already provided as well as certain costs and expenses.

  134. Outstanding Equity Awards at Fiscal Year-End

    | 54 | |

  135. Outstanding Equity Awards at Fiscal Year-End

    Termination of Ms. Baier’s employment within 30 days of the end of the initial term or any renewal term of the employment agreement following the provision of written notice of non-renewal by us will be treated as a termination of Ms. Baier’s employment without cause for purposes of the employment agreement and for purposes of any outstanding long-term incentive awards. With respect to any termination of Ms. Baier’s employment, treatment of outstanding equity awards will be as provided in the applicable award agreement governing such awards, as described below. Any payments that are not deductible by us under Section 280G of the Internal Revenue Code will be cut back only to the extent that the cutback results in a better after-tax position for Ms. Baier. The employment agreement contains non-competition, non-solicitation, confidentiality, and mutual non-disparagement covenants. The non-competition restrictions will continue in effect during Ms. Baier’s employment and for one year following termination of employment. The non-solicitation restrictions will continue in effect during her employment and for two years following her termination of employment. The confidentiality and mutual non-disparagement obligations will apply during her employment and thereafter. Ms. Baier’s long-term incentive awards also contain non-competition, non-solicitation, confidentiality, and mutual non-disparagement covenants. Severance Policy Each of the continuing named executive officers, other than Ms. Baier, participates in the Severance Policy. Messrs. Kaestner and Hicks are party to separate letter agreements with us dated effective as of August 6, 2010, which provide for certain modifications of the Severance Policy as it applies to each of them, described further below. The table below sets forth the severance pay and benefits available under the Severance Policy, as it was amended and restated effective February 10, 2022, for the participating named executive officers assuming a “separation from service” (as defined in the Severance Policy) without cause or, within 18 months following a change in control, without cause or for good reason.

  136. Outstanding Equity Awards at Fiscal Year-End

    | Separation without Cause Not within 18 Months Following Change in Control | Separation without Cause or for Good Reason within 18 Months Following Change in Control | | • 100% of base salary and target annual bonus payable over 12 months following separation • Pro-rated annual bonus for the year of termination to the extent earned, payable when such bonus would otherwise be due • COBRA Benefits for 12 months | • 150% of base salary and target annual bonus payable in a lump sum upon separation • Pro-rated target annual bonus for the year of separation payable in a lump sum upon such separation • COBRA Benefits for 18 months |

  137. Outstanding Equity Awards at Fiscal Year-End

    Pursuant to Mr. Kaestner and Mr. Hicks’ 2010 respective letter agreements, if either of them separates from service for good reason otherwise than within 18 months following a change in control, each will be eligible to receive 100% of his annual salary and 75% of his target annual bonus payable over 12 months following separation. Payments of the foregoing severance pay and benefits under the Severance Policy are conditioned upon the executive having signed and returned an effective waiver and release of claims in a form satisfactory to us, the executive having executed and delivered an enforceable non-competition covenant acceptable to the Company with a duration of 12 months following termination of employment, and the executive continuing to comply with all applicable restrictive covenants. The executive must acknowledge in the waiver and release that all restrictive covenants, including the foregoing non-competition covenant and covenants contained in long-term incentive award agreements to which he or she is a party will remain in force for the period specified in such covenants. A breach of such covenants will result in the cessation of severance pay and benefits and may result in such executive’s being

  138. Outstanding Equity Awards at Fiscal Year-End

    | 2024 PROXY STATEMENT | 55 |

  139. Outstanding Equity Awards at Fiscal Year-End

    required to repay certain severance pay and benefits already provided as well as certain costs and expenses. If payments pursuant to the Severance Policy are not deductible by us under Section 280G of the Internal Revenue Code, such payments shall be reduced (or repaid) in order to ensure our deduction of payments in connection with a change in control. Outstanding Long-Term Incentive Award Agreements

  140. Definitions of Change in Control, Cause and Good Reason

    | Year | Summary Compensation Table Total for CEO (1) | Compensation Actually Paid to CEO (2) | Average Summary Compensation Table Total for Non-CEO NEOs (1) | Average Compensation Actually Paid to Non-CEO NEOs (2) | Value of Initial Fixed $100 Investment Based On: | | | RevPAR | | | | | | | Total Shareholder Return (3) | Peer Group Total Shareholder Return (3) | Net Income (Loss) (in ‘000s) | | | 2023 | $5,451,007 | $12,772,899 | $1,259,057 | $1,636,071 | $80.06 | $143.18 | $(189,070) | $4,577 | | 2022 | $6,645,889 | $3,002,581 | $1,451,986 | $902,745 | $37.55 | $140.29 | $(238,340) | $4,113 | | 2021 | $5,300,248 | $5,953,982 | $1,249,993 | $1,123,296 | $70.98 | $143.09 | $(99,364) | $3,734 | | 2020 | $7,087,470 | $721 | $2,009,592 | $820,165 | $60.93 | $113.44 | $81,945 | $3,917 |

  141. Definitions of Change in Control, Cause and Good Reason

    | (2) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine compensation actually paid as reported in the Pay versus Performance Disclosure Table above. The following table details the applicable adjustments that were made to determine compensation actually paid (all amounts are averages for the NEOs other than the CEO): |

  142. Audit Committee Report

    | • | Limits on Non-Employee Director Compensation. Limit on the aggregate amount of compensation (including both cash and equity) that may be paid to any non-management director in any calendar year. |