DEF 14A of Sonida Senior Living, Inc.
Filed Apr 29, 2025 · FY20240001193125-25-101899
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Nominees and Continuing Directors
Nominees and Continuing Directors Unless otherwise directed in the proxy, it is the intention of the persons named in such proxy to vote the shares represented by such proxy for the election of each of the following nominees as a member of the Board of Directors, each to hold office until the annual meeting of our stockholders to be held in 2028 and until his or her successor is duly qualified and elected or until his or her earlier resignation or removal. Ms. Donohue and Messrs. Harris and Johnson are presently members of the Board of Directors. Our Board is divided into three classes: Class I (terms expire at 2025 annual meeting), Class II (terms expire at 2026 annual meeting) and Class III (terms expire at 2027 annual meeting). The Board currently consists of nine directors with three directors in each of Class I, Class II and Class III. As further discussed below under “Board of Directors and Committees—Investor Rights Agreement,” in November 2021 we entered into an agreement (the “Investor Rights Agreement”) with Conversant Dallas Parkway (A) LP (“Conversant Fund A”), Conversant Dallas Parkway (B) LP, affiliates of Conversant Capital LLC (“Conversant Fund B” and, together with Conversant Fund A, the “Initial Conversant Investors”), and Silk Partners, LP (“Silk”) pertaining to, among other things, the appointment of a certain number of designees of Conversant Fund A and Silk, respectively, to the Board. Pursuant to the terms of the Investor Rights Agreement, Conversant Fund A is entitled to designate four individuals to be appointed to the Board and the Chairman of the Board and Silk is entitled to designate two individuals to be appointed to the Board. Conversant Fund A has designated Benjamin P. Harris, David W. Johnson, Robert T. Grove, and Elliot R. Zibel as its director designees with Mr. Johnson as Chairman of the Board and Silk has designated Noah R. Beren and Shmuel S.Z. Lieberman as its director designees. Such individuals were appointed to the Board in November 2021, except for Mr. Grove, who was appointed to the Board in June 2024 to fill a vacancy on the Class III directors of the Board. The Investor Rights Agreement also provides that, following the 42-month anniversary of the date thereof (May 3, 2025), so long as the Initial Conversant Investors and their affiliates and permitted transferees beneficially own shares of the Company’s Series A Convertible Preferred Stock and beneficially own more than 50% of the outstanding shares of the Company’s common stock on an as-converted basis, then Conversant Fund A will have the right to designate a total of five individuals to be appointed to the Board. In addition, as discussed below under “Executive Compensation Tables—Employment Agreements,” we entered into an amended and restated employment agreement with Brandon M. Ribar in December 2024 in connection with his continued service as our President and Chief Executive Officer and as a member of our Board, which amended and restated his existing employment agreement and provides that our Board will nominate Mr. Ribar for reelection to the Board at the expiration of each term of office, and that Mr. Ribar will serve as a member of our Board for each period for which he is so elected.
Nominees and Continuing Directors
| Name | Age | Position(s) | Class | Director’s Term Expires | | Nominees: | | | | | | Lilly H. Donohue | 53 | Director | I | 2025 | | Benjamin P. Harris | 50 | Director | I | 2025 | | David W. Johnson | 63 | Director | I | 2025 | | Continuing Directors: | | | | | | Brandon M. Ribar | 44 | Chief Executive Officer, President and Director | II | 2026 | | Noah R. Beren | 44 | Director | II | 2026 | | Shmuel S.Z. Lieberman | 40 | Director | II | 2026 | | Robert T. Grove | 33 | Director | III | 2027 | | Jill M. Krueger | 65 | Director | III | 2027 | | Elliot R. Zibel | 44 | Director | III | 2027 |
Nominees and Continuing Directors
The following is a brief biography of each nominee and each director whose term will continue after the Annual Meeting. Nominees for Election for Three-Year Terms Expiring at the 2028 Annual Meeting: Lilly H. Donohue has been a director since May 2024. She is currently President and CEO of Everstory Partners (formerly StoneMor Inc.). Prior to joining Evertstory Partners in November 2022, Ms. Donohue served as the CEO of Holiday Retirement, the largest independent senior living owner and operator in the United States with over 300 communities in 46 states. During her tenure at Holiday, she led the organization to become the first senior living company to be certified as a Great Place to Work in 2018 and has been named Great Place to Work for four consecutive years (2018-2021). Prior to Holiday, Ms. Donohue was responsible for setting up Fortress Investment Group’s China investment office and was the President of Fortress Investment Group China. During her time in China, Ms. Donohue also built the leading senior living company and home care business (Starcastle (Xingbao) Senior Living) in Shanghai, China for Fortress Investment Group and was the CEO of Starcastle from its inception in 2013. Before moving to China in 2011, Ms. Donohue was a managing director and member of the management committee at Fortress Investment Group since its inception in May 1998. Prior to Fortress, Ms. Donohue started her career at BlackRock Financial Management Inc. in May 1992 to May 1997 where she was involved in all facets of raising capital, investing and managing BlackRock Asset Investors, a private equity fund. Ms. Donohue received her Bachelor of Science in Business Administration from Boston University. Ms. Donohue currently serves on the Dean’s Advisory Board of Boston University’s Questrom School of Business and the Senior Living Management Advisory Board of University of Central Florida’s Rosen College of Hospitality Management. Benjamin P. Harris, CFA, has been a director since November 2021. He is the founder and CEO of Pinedale Capital Partners, a dedicated industrial real estate operating platform based in New York. Previously, Mr. Harris was the CEO of Link Logistics (Blackstone’s U.S. Industrial Real Estate platform). Before that, he served as President of Gramercy Property Trust (NYSE: GPT), the Head of Net Lease Investments of Northcliffe/Annaly Capital Management and the Head of U.S. Investments of W. P. Carey & Co. LLC (NYSE: WPC). Mr. Harris received a Joint BSc in Economics from the University of Kings College/Dalhousie University, Canada. David W. Johnson has been a director since November 2021. He is Co-Founder & Managing Director of Horizon Capital, a land acquisition and land development company. Prior to Horizon Capital, he founded Aimbridge Hospitality and served as its CEO. Mr. Johnson previously spent 17 years at Wyndham International, where he helped add over 400 hotels to the Wyndham portfolio. Additionally, he served as President of Wyndham Hotels, overseeing approximately 15,000 employees and $3 billion in annual revenue. Mr. Johnson serves as a Director on the Board of Hilton Grand Vacations Inc. (NYSE: HGV) and sits on the Audit and Compensation Committees. Previously, he served on the Strategic Hotels (NYSE: BEE) Board as a member of the Audit and Corporate Governance Committees, and as a Director of Gaylord Entertainment (NYSE: GET). He is also on the U.S. Travel Association (USTA) board as a member of the Chairman’s Circle and as a member of USTA’s CEO Roundtable. Mr. Johnson received a bachelor’s degree in Business Economics from Northeastern Illinois University. Directors Continuing in Office Until the 2026 Annual Meeting: Brandon M. Ribar has been the Chief Executive Officer and President and a director of Sonida Senior Living, Inc. since September 2022. Mr. Ribar joined the Company in September 2019 as its Executive Vice President and Chief Operating Officer. Prior to joining the Company, Mr. Ribar served as an executive healthcare consultant primarily focused on improving existing operations and expanding continuing care retirement communities for multiple investment platforms and operators since 2018. From 2014 through 2018, he served as the Senior Vice President, Operations of Golden Living, a post-acute healthcare provider. Prior to serving in such capacity, Mr. Ribar served Golden Living in various roles including Senior Vice President, Operational Finance and Strategy and Senior Vice President, Corporate Strategy and Business Development. Prior to Golden Living, Mr. Ribar served as Vice President of Fillmore Capital Partners from 2004 through 2009. Mr. Ribar received a BSC in Operations and Management Information Systems from Santa Clara University. Noah R. Beren has been a director since November 2021. He joined GF Investments in 2014 and is currently Head of Asset Management for the firm. His responsibilities include overseeing an extensive real estate portfolio of office, multi-family and land assets. Previously he served as a Vice President focusing on deal execution and portfolio management. From 2012 to 2014, Mr. Beren served as a Vice President at a private independent oil and gas company. Mr. Beren received a First Talmudic Degree from Talmudical Yeshiva of Philadelphia. Shmuel S.Z. Lieberman has been a director since November 2021. He is a senior member of the investment team at GF Investments. Mr. Lieberman oversees the investment process for public and private investments across a wide range of industries, strategies and asset classes. He is a former board member of TradAir Ltd and has been an observer to a number of portfolio companies. Mr. Lieberman received a Master of Business Administration degree from Baruch College and a Bachelor of Rabbinic Studies degree from the Rabbinical College of America. Directors Continuing in Office Until the 2027 Annual Meeting: Robert T. Grove has been a director since June 2024. He is a Principal and leads Conversant’s coverage of healthcare, homebuilders and building products, real estate services, gaming/leisure/lodging, and self-storage. Mr. Grove joined Conversant in 2020. Prior to joining Conversant, from September 2017 to June 2019, Mr. Grove was a Senior Analyst at Viking Global Investors where he sourced and analyzed equity investments across the energy space. Before joining Viking, from January 2016 until August 2017, Mr. Grove worked at Anchorage Capital where he researched both debt and equity investments in the materials sector. Mr. Grove started his career in the restructuring group at Lazard where he provided advisory services to companies undergoing financial restructuring transactions. Mr. Grove also serves as a Director at United Homes Group (a U.S.-based homebuilder) and as a board observer for Spotless Holdings (a U.S.-based car wash operator). Mr. Grove graduated summa cum laude from the University of Pennsylvania with a B.S. in Economics with concentrations in Finance and Accounting, a minor in Biology and was inducted into Beta Gamma Sigma. Jill M. Krueger has been a director since 2004. She is the founding President and Chief Executive Officer of Symbria, Inc., a company that provides integrated ancillary therapy and pharmacy services to primarily nursing, senior living providers, and home health agencies. She serves as the Chairperson of the Senior Care Pharmacy Coalition. Before she joined Symbria, Inc., Ms. Krueger was a partner at KPMG LLP responsible for overseeing the firm’s national Long-Term Care and Retirement Housing Practice. She received a B.S. from Northern Illinois University. She is a Certified Public Accountant and a Certified Management Accountant.
Nominees and Continuing Directors
Elliot R. Zibel, CFA, has been a director since November 2021. He has spent the last 20 years as an investor, operator, entrepreneur and board member in large and small publicly traded and privately owned companies. Mr. Zibel recently founded ClariFi Health, a Business Intelligence and Predictive Analytics company, which leverages data and artificial intelligence to improve the health of patients and the value of healthcare businesses. Prior to founding ClariFi Health, Mr. Zibel was the founder and CEO of Select Dental Management, which he grew from zero to 40 locations in five years, earning the company the #182 rank (and #1 rank for Dental Groups) on the Inc. 5000 list for fastest growing companies in the U.S. through 2022. During his tenure at Select Dental Management, the company boasted some of the strongest same-store growth, provider retention and patient retention metrics in the Dental Group industry. Before founding Select Dental Management, Mr. Zibel spent 15 years as an institutional investor at several multi-billion-dollar investment funds. He also founded two companies, which were ultimately acquired. Mr. Zibel has invested over $2 billion of capital over his career in healthcare, consumer and other businesses. Mr. Zibel received a Bachelor of Economics and Political Science from Union College. When considering whether directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board and the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”) focused primarily on the information discussed in each of the Directors’ individual biographies set forth above. In particular, with respect to Mr. Beren, the Board considered his substantial experience in the real estate industry. With regard to Mr. Harris, the Board considered his significant experience in real estate investments, development, leasing and operation, including serving as President a publicly-traded REIT. With respect to Mr. Johnson, the Board considered his extensive experience in the hospitality industry, including serving as CEO of a leading hotel management company, along with his prior service as a director for several public companies. With respect to Ms. Donohue, the Board considered her prior significant experience in leading a large, independent owner and operator of senior living communities. With respect to Mr. Grove, the Board considered his experience with healthcare and real estate services, as well as his experience in corporate restructuring and finance. With respect to Ms. Krueger, the Board considered her significant experience, expertise and background with regard to accounting matters, which includes specialization in health care, and rehabilitative and wellness services for elderly persons. With respect to Mr. Lieberman, the Board considered his significant investment experience. With respect to Mr. Ribar, in addition to his position as the Company’s President and Chief Executive Officer, the Board considered Mr. Ribar’s experience in improving operational performance and expanding continuing care retirement communities for companies in the healthcare industry. With respect to Mr. Zibel, the Board considered his significant management experience in the healthcare industry, including his experience with a large national service provider to senior living communities. In addition, with respect to Messrs. Beren, Grove and Lieberman, the Board considered that such individuals could bring to the Board an important perspective of significant stockholders of the Company. As noted below under “Board of Directors and Committees—Investor Rights Agreement,” the Company is obligated to nominate Messrs. Beren, Grove, Harris, Johnson, Lieberman and Zibel as directors pursuant to the terms of the Investor Rights Agreement. The Board does not anticipate that any of the aforementioned nominees for director will refuse or be unable to accept election as a director, or be unable to serve as a director. Should any of them become unavailable for nomination or election or refuse to be nominated or to accept election as a director, then the persons named in the enclosed form of proxy intend to vote the shares represented in such proxy for the election of such other person or persons as may be nominated or designated by the Board. There are no family relationships among any of our directors, director nominees or executive officers. The Board of Directors unanimously recommends a vote “FOR” the election of each of the individuals nominated for election as a director.
Compensation Committee
| • | review director compensation levels and practices, and recommend, from time to time, changes in such compensation levels and practices; |
Summary Compensation Table
Summary Compensation Table The following table summarizes the compensation earned by our named executive officers in 2024 and 2023. Please note that total compensation, as reported in the Summary Compensation Table below and calculated under SEC rules, reflects pre-tax amounts and several items that are driven by accounting assumptions on incentive awards that have not yet been earned, including awards that vest over a period of time and/or are subject to the satisfaction of various performance targets. Therefore, it is not necessarily reflective of the compensation our named executive officers actually realized for such years.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards | Non-Equity Incentive Plan Compensation(2) | All Other Compensation | Total | | Brandon M. Ribar, | 2024 | $474,778 | — | $2,361,242 | — | $359,913 | — | $3,195,933 | | President and Chief Executive Officer | 2023 | $461,854 | — | $967,769 | — | $339,232 | — | $1,768,234 | | Kevin J. Detz, | 2024 | $417,368 | — | $1,502,611 | — | $292,740 | — | $2,212,719 | | Executive Vice President and Chief Financial Officer | 2023 | $405,233 | $75,000 | $713,608 | — | $275,918 | — | $1,469,759 | | David R. Brickman, | 2024 | $368,757 | — | $729,852 | — | $183,539 | — | $1,282,148 | | Former Senior Vice President, General Counsel and Secretary(3) | 2023 | $358,389 | — | $261,835 | — | $171,448 | — | $791,672 |
Summary Compensation Table
| (1) Amounts for 2024 reflect the grant date fair value of the respective equity awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”), including, with respect to performance-based shares, the grant date fair value of the performance shares based on the probable outcome of the performance conditions as of the date of grant (rather than the maximum potential value of the award). Assumptions used in the calculation of these amounts are included in footnote 10 to our audited financial statements for the fiscal year ended December 31, 2024 included in our Annual Report on Form 10-K filed with the SEC on March 17, 2025. See “—2024 Long-Term Equity Incentive Awards” below for additional information. |
Summary Compensation Table
| (2) Amounts in this column for 2024 reflect the cash performance incentive received by our named executive officers under our Fiscal 2024 Executive Short-Term Incentive Compensation Plan (the “2024 STI Plan”). See “—Fiscal 2024 Executive Short-Term Incentive Compensation Plan” below for additional information. |
Summary Compensation Table
| (3) Mr. Brickman resigned as the Company’s Senior Vice President, General Counsel and Secretary, effective December 31, 2024. |
2024 Outstanding Equity Awards at Fiscal Year-End
2024 Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information with respect to our named executive officers’ outstanding stock options and restricted stock awards as of December 31, 2024.
2024 Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Brandon M. Ribar | — | — | — | — | — | 2,453(a) | 56,615 | — | — | | | — | — | — | — | — | 3,322(b) | 76,672 | — | — | | | — | — | — | — | — | 8,800(c) | 203,104 | — | — | | | — | — | — | — | — | 40,641(l) | 937,994 | — | — | | | — | — | — | — | — | — | — | 38,550(d) | 889,734 | | | — | — | — | — | — | — | — | 10,824(e) | 249,818 | | | — | — | — | — | — | — | — | 14,657(f) | 338,284 | | | — | — | — | — | — | — | — | 30,800(g) | 710,864 | | | — | — | — | — | — | — | — | 76,450(h) | 1,764,466 | | | — | — | — | — | — | — | — | 40,641(m) | 933,840 | | Kevin J. Detz | — | — | — | — | — | 2,867(i) | 66,170 | — | — | | | — | — | — | — | — | 5,600(c) | 129,248 | — | — | | | — | — | — | — | — | 25,863(l) | 596,918 | — | — | | | — | — | — | — | — | — | — | 12,092(j) | 279,083 | | | — | — | — | — | — | — | — | 30,000(k) | 692,400 | | | — | — | — | — | — | — | — | 19,600(g) | 452,368 | | | — | — | — | — | — | — | — | 60,000(h) | 1,384,800 | | | — | — | — | — | — | — | — | 25,862(m) | 596,895 | | David R. Brickman(1) | — | — | — | — | — | — | — | 6,033(e) | 139,242 |
2024 Outstanding Equity Awards at Fiscal Year-End
| (1) Mr. Brickman resigned as the Company’s Senior Vice President, General Counsel and Secretary, effective December 31, 2024. For further information about the treatment of Mr. Brickman’s outstanding awards in connection with his resignation, see the description of the Separation Agreement under “Executive Compensation Tables—Employment Agreements—David R. Brickman.” |
2024 Outstanding Equity Awards at Fiscal Year-End
| (2) Calculated by reference to the closing price for shares of our common stock on the NYSE on December 31, 2024, which was $23.08 per share. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (a) Represents the remaining shares of restricted stock (third tranche) granted on April 5, 2022, which vested in installments of 33%, 33% and 34% on April 5, 2023, April 5, 2024 and April 5, 2025, respectively. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (b) Represents the remaining shares of restricted stock (third tranche) granted on September 7, 2022, which vested in installments of 33%, 33% and 34% on September 7, 2023, September 7, 2024 and September 7, 2025, respectively. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (c) Represents the remaining shares of restricted stock (second and third tranches) granted on April 4, 2023, which vest in installments of 33%, 33% and 34% on April 4, 2024, April 4, 2025 and April 4, 2026, respectively. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (d) Represents shares of performance-based restricted stock granted on November 15, 2021, which vest subject to the satisfaction of the target performance objective. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (e) Represents shares of performance-based restricted stock granted on April 5, 2022, which vest subject to the satisfaction of the target performance objective. These shares of performance-based restricted stock were forfeited subsequent to December 31, 2024. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (f) Represents shares of performance-based restricted stock granted on September 7, 2022, which vest subject to the satisfaction of the target performance objective. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (g) Represents the shares of performance-based restricted stock granted on April 4, 2023, which vest subject to the satisfaction of the target performance objective. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (h) Represents the shares of performance-based restricted stock granted on January 26, 2023, which vest subject to the satisfaction of the target performance objective. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (i) Represents the remaining shares of restricted stock (third tranche) granted on May 12, 2022, which vested in installments of 33%, 33% and 34% on May 12, 2023, May 12, 2024 and May 12, 2025, respectively. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (j) Represents shares of performance-based restricted stock granted on May 12, 2022, which vest subject to the satisfaction of the target performance objective. These shares of performance-based restricted stock were forfeited subsequent to December 31, 2024. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (k) Represents shares of performance-based restricted stock granted on May 12, 2022, which vest subject to the satisfaction of the target performance objective. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (l) Represents shares of restricted stock (first tranche) granted on April 5, 2024, which vest in installments of 33%, 33% and 34% on April 5, 2025, April 5, 2026 and April 7, 2027, respectively. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (m) Represents the shares of performance-based restricted stock granted on April 5, 2024, which vest subject to the satisfaction of the target performance objective. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company for each of the last two completed calendar years. In determining the “compensation actually paid” to our named executive officers (NEOs), we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2024, 2023 and 2022 calendar years. Note that for our NEOs other than our principal executive officer (the PEO), compensation is reported as an average. The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2024, 2023 and 2022, and our financial performance for each such fiscal year:
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for Current PEO (1) | Summary Compensation Table Total for Former PEO (2) | Compensation Actually Paid to Current PEO (4) | Compensation Actually Paid to Former PEO (2) | Average Summary Compensation Table Total for non-PEO Named Executive Officers (3) | Average Compensation Actually Paid to non-PEO Named Executive Officers (4) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Income (Loss) (in thousands) | | 2024 | $3,195,933 | N/A | $4,214,519 | N/A | $1,747,434 | $1,325,229 | $259.33 | $(3,280) | | 2023 | $1,768,234 | N/A | $954,926 | N/A | $1,130,716 | $689,461 | $78.28 | $(21,107) | | 2022 | $1,913,187 | $3,395,827 | $128,635 | $(418,598) | $1,137,803 | $376,574 | $101.30 | $(54,401) |
PAY VERSUS PERFORMANCE
| (1) Brandon M. Ribar was appointed the Company’s President and Chief Executive Officer, effective September 2, 2022. |
PAY VERSUS PERFORMANCE
| (2) Kimberly S. Lody resigned as the Company’s President and Chief Executive Officer, effective September 2, 2022. |
PAY VERSUS PERFORMANCE
| (3) During 2024, 2023 and 2022, our non-PEO NEOs consisted of Kevin J. Detz and David R. Brickman. |
PAY VERSUS PERFORMANCE
| (4) In order to calculate the average compensation “actually paid” (CAP) to our NEOs, we are required under the SEC rules to subtract from the value in the summary compensation table (SCT) the grant date fair value of equity awards (reflected in columns B and D below), and add back the following (reflected in columns C and E below): (i) the year-end fair value of any equity awards in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. |
PAY VERSUS PERFORMANCE
| | SCT Total | Stock Awards Deducted | Stock Awards Added(a) | Options Deducted | Options Added | Total CAP | | | A | B | C | D | E | A - (B + D) + (C + E) | | PEO | | | | | | | | 2024 (Ribar) | $3,195,933 | $2,361,242 | $3,379,828 | — | — | $4,214,519 | | 2023 (Ribar) | $1,768,234 | $967,769 | $154,461 | — | — | $954,926 | | 2022 (Ribar) (1) | $1,913,187 | $1,088,258 | $(696,294) | — | — | $128,635 | | 2022 (Lody) (2) | $3,395,827 | $2,073,590 | $(1,624,712) | — | $(116,123) | $(418,598) | | Average Non-PEO NEOs | | | | | | | | 2024 | $1,747,434 | $1,116,232 | $694,027 | — | — | $1,325,229 | | 2023 | $1,130,716 | $487,722 | $46,467 | — | — | $689,461 | | 2022 | $1,137,803 | $690,156 | $(71,073) | — | — | $376,574 |
PAY VERSUS PERFORMANCE
| (1) Brandon M. Ribar was appointed as the Company’s President and Chief Executive Officer, effective September 2, 2022. |
PAY VERSUS PERFORMANCE
| (2) Kimberly S. Lody resigned as the Company’s President and Chief Executive Officer, effective September 2, 2022. |
Relationship Between “Compensation Actually Paid” and Performance
Relationship Between “Compensation Actually Paid” and Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance of the Company. For further information regarding our executive compensation programs, the metrics the Compensation Committee used to set executive compensation for 2024 (which are different than the financial metrics we are required to include in the tables and discussion below) and our pay versus performance philosophy, please refer to “Executive Compensation Tables” and the related narrative disclosures above and “Proposal 3—Advisory Vote on Executive Compensation” below. The following graphs address the relationship between “compensation actually paid” as disclosed in the Pay Versus Performance Table above and the Company’s cumulative Total Shareholder Return and Net Income (Loss). With respect to fiscal 2022, the compensation data for the Company’s PEOs for such year has been aggregated.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table summarizes the compensation earned by our non-employee directors in 2024.
DIRECTOR COMPENSATION
| Name* | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) 1 | Option Awards ($) | All Other Compensation ($) | Total ($) | | Noah R. Beren | $65,000 | $75,013 | — | — | $140,013 | | Lilly H. Donohue | $32,500 | $75,013 | — | — | $107,513 | | Robert T. Grove(3) | — | — | — | — | — | | Benjamin P. Harris | $90,417 | $75,013 | — | — | $165,430 | | David W. Johnson | $119,583 | $75,013 | — | — | $194,596 | | Jill M. Krueger | $94,792 | $75,013 | — | — | $169,805 | | Max J. Levy(4) | — | — | — | — | — | | Shmuel S.Z. Lieberman | $75,833 | $75,013 | — | — | $150,846 | | Elliot R. Zibel | $65,000 | $75,013 | — | — | $140,013 |
DIRECTOR COMPENSATION
During 2024, we did not maintain any pension or deferred compensation arrangements for our directors.
DIRECTOR COMPENSATION
| (1) Represents an annual retainer fee and committee retainer fees earned during 2024. See “—Compensation of Directors During 2024” below for more information. |
DIRECTOR COMPENSATION
| (2) Amounts reflect the aggregate grant date fair value of the equity awards computed in accordance with ASC 718, and represents 2,710 shares of restricted stock and restricted stock units granted pursuant to the 2019 Plan on June 4, 2024 to each of our non-employee directors, which are scheduled to vest in full on June 4, 2025. |
DIRECTOR COMPENSATION
| (3) Mr. Grove does not receive fees for his service as a director of the Company pursuant to an arrangement between Mr. Grove and Conversant. |
DIRECTOR COMPENSATION
| (4) Mr. Levy did not receive fees for his service as a director of the Company pursuant to an arrangement between Mr. Levy and Conversant. Mr. Levy resigned from the Board, effective June 1, 20224. Mr. Levy’s resignation did not result from any disagreement with the Company’s management or the Board. |
Compensation of Directors During 2024
Compensation of Directors During 2024 For their services to us, our non-employee directors in 2024 each received an annual cash retainer of $55,000 (in addition to the committee retainers discussed below). In addition, the independent Chairman of our Board, the Chairman of the Audit Committee, the Chairman of the Nominating and Corporate Governance Committee, and the Chairman of the Compensation Committee, each received an additional annual retainer of $50,000, $20,000, $10,000, and $15,000, respectively, for serving as the Chairpersons of the Board or such committees in 2024. Our non-employee directors on the Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee also each received an annual retainer of $10,000, $5,000 and $7,500, respectively, for serving on such committees in 2024. The Board and committee annual cash retainers are payable on a quarterly basis at the end of each quarter. In addition, we granted all non-employee directors, including all newly elected or appointed directors, an annual grant of time-based restricted stock or restricted stock units valued at $75,000, with the specific amount of restricted stock or restricted stock units granted based on the price of our common stock on the date of the grant. The restricted stock or restricted stock units vest in full on the first anniversary of the grant date. Our non-employee directors were also reimbursed for their expenses in attending Board and committee meetings in 2024.