DEF 14A of Sonida Senior Living, Inc., Apr 27, 2026

DEF 14A of Sonida Senior Living, Inc.

Filed Apr 27, 2026 · FY20250001193125-26-182027

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. 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 2029 and until his or her successor is duly qualified and elected or until his or her earlier resignation or removal. Messrs. Ribar, Martin and Levinson are presently members of the Board of Directors. Our Board is divided into three classes: Class I (terms expire at 2028 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 connection with the closing of the Company’s previously announced equity financing in March 2026 and CHP Merger, we entered into an Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”) with certain affiliates of Conversant Capital LLC (“Conversant Capital”) and Silk Partners, LP (“Silk”) pertaining to, among other things, the appointment of a certain number of designees of Conversant Dallas Parkway (A) LP (“Conversant Fund A”) and Silk, respectively, to the Board. Pursuant to the terms of the Investor Rights Agreement, Conversant Fund A is currently entitled to designate three individuals to be appointed to the Board and the Chairman of the Board and Silk is currently entitled to designate one individual to be appointed to the Board. Conversant Fund A has designated Benjamin P. Harris, Michael Simanovsky, and Robert T. Grove as its director designees with Mr. Simanovsky as Chairman of the Board, and Silk has designated Sam Levinson as its director designee. 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.

  3. Nominees and Continuing Directors

    | Name | Age | Position(s) | Class | Director’s Term Expires | | Nominees: | | | | | | Brandon M. Ribar | 45 | Chief Executive Officer, President and Director | II | 2026 | | J. Chandler Martin | 75 | Director | II | 2026 | | Sam Levinson | 52 | Director | II | 2026 | | Continuing Directors: | | | | | | Robert T. Grove | 34 | Director | III | 2027 | | Jill M. Krueger | 66 | Director | III | 2027 | | Stephen H. Mauldin | 57 | Director | III | 2027 | | Lilly H. Donohue | 54 | Director | I | 2028 | | Benjamin P. Harris | 51 | Director | I | 2028 | | Michael Simanovsky | 42 | Director | I | 2028 |

  4. 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 2029 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. J. Chandler Martin has been a director since March 2026. During his 27 years at Bank of America, a banking and financial services company, Mr. Martin held a number of line and risk management roles, including leadership roles in commercial real estate risk management, capital markets risk management, and private equity investing. Mr. Martin served as Corporate Treasurer of Bank of America from 2005 until March 2008. Subsequent to his retirement from Bank of America in 2009 he has served on several Boards of Directors. Mr. Martin served as independent director and audit committee financial expert of CNL Healthcare Properties, Inc., a public-non-traded REIT, from 2012 until the sale of the company in 2026. Between October 2011 until its acquisition in October 2016, Mr. Martin served as a director of CommunityOne Bancorporation, a community bank holding company headquartered in Asheboro, North Carolina. He also served on the board of directors of Burroughs & Chapin Company, Inc., a South Carolina based real estate investment trust, serving on the audit, personnel and compensation committees. He also served on the board of directors of Wings Capital Partners LLC, an aviation finance company, until May 1, 2025. Mr. Martin attained an M.B.A. from Samford University and a B.A. in economics from Emory University. Sam Levinson has been a director since April 2026. Mr. Levinson is a principal and a managing partner at Glick Family Investments, a private family office located in New York, New York, a position he has held since 2003. Mr. Levinson is the Founder of Clipper Realty Inc. (NYSE:CLPR), a real estate company that acquires, owns, manages and operates multi-family residential and commercial properties, and since 2015 he has served as Co-Chairman and head of the Investment Committee. In October 2024, Mr. Levinson joined the board of Five Point Holdings (NYSE:FPH), a large, California based, diversified land development company. Since 2011 Mr. Levinson has served as Director of Dynasty Financial Partners, LLC, which provides investment and technology platforms for independent financial, investment, and wealth management advisors. Mr. Levinson currently serves as a director of the board of AU10TIX Technologies B.V., a position he has held since June 2021. In 2006, he joined the Board of American European Group Insurance Company headquartered in New York. He is the Founder, President and controlling shareholder of Trapeze Inc., a diversified real estate investment company, where he has served since its inception in 2001. From 2004 to 2015 Mr. Levinson was a Director of Canary Wharf Group, a U.K. property developer and manager of over 16 million square feet of Class A office and retail space. In addition, he was a member of the Operating Committee and was the Chairman of the Audit Committee. He served as a non-Executive Director of Songbird Estates, Canary Wharf Group’s holding company, from 2004 to 2015. Mr. Levinson was a member of the Board of Directors of Stonegate Mortgage Corporation (NYSE: SGM) from 2013 until its acquisition in May 2017, serving as Chairman of the Compensation Committee. From 2005 until 2014, Mr. Levinson was a Director of Coleman Cable Inc., a manufacturer of wire and cable in the U.S. Additionally, Mr. Levinson was appointed as a director of West Coast Bancorp of Portland, Oregon in February 2011 and served until its sale in April 2013. 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 services to nursing and senior living providers that include therapy, pharmacy and well-being. She is Chairperson for the Board of Directors of the Senior Care Pharmacy Coalition. She previously served on the Board of Directors of Legacy IMBDS, Inc. (formerly iMedia Brands, Inc.) (NASDAQ: IMBI), where she was Chairperson of the Audit Committee, and was a member of the Board of Directors of the Ebix, Inc. 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.

  5. Nominees and Continuing Directors

    Stephen H. Mauldin has served as a director since March 2026. Previously, Mr. Mauldin served as vice chairman of the Board and as a director of CHP since June 2016, and as CHP’s president since September 2011 and as CHP’s chief executive officer since April 2012. Prior to joining Sonida, Mr. Mauldin served as president and chief executive officer of CHP’s Advisor since September 2011 and January 2018, respectively, and as chief operating officer from September 2011 to July 2018. Mr. Mauldin served as a director of CNL Healthcare Properties II, Inc., a public, non-traded REIT, from November 2015, as vice chairman of its board of directors from November 2015 to December 2017, as chairman of its board of directors from January 2018 and as its chief executive officer and president from July 2015 until its dissolution in March 2020. Prior to joining Sonida, Mr. Mauldin served as manager and president of CHP II Advisors, LLC since July 2015, and as chief executive officer of CHP II Advisors since January 2018. Mr. Mauldin also served as chief operating officer of CHP II Advisors from July 2015 to July 2018. Mr. Mauldin also served as president (from September 2011), chief executive officer (since April 2012) and chief operating officer (September 2011 to April 2012) of CNL Lifestyle Properties, Inc., a public-non-traded REIT, until its dissolution in December 2017, as well as president and chief operating officer of CNL Lifestyle Advisor Corporation, its advisor, from September 2011 to December 31, 2017. Mr. Mauldin also served as president of CNL Growth Properties, Inc., a public, non-traded REIT, from March 2016 and as chief executive officer from August 2016 until its dissolution in October 2017. Mr. Mauldin has also served on the board of directors of Burroughs & Chapin Company, Inc., a South Carolina based retail properties-focused real estate investment trust, since May 2021; and as advisory board member of the Douglas Company, an Ohio and Florida-based commercial general contractor, since July 2024. Prior to joining CHP, Mr. Mauldin served as a consultant to Crosland, LLC, a privately held real estate development and asset management company headquartered in Charlotte, North Carolina, from March 2011 through August 2011. He previously served as Crosland’s chief executive officer, president and a member of its board of directors from July 2010 until March 2011. Mr. Mauldin originally joined Crosland in August 2006 and served as its chief financial officer from July 2009 to July 2010 and as president of Crosland’s mixed-use and multi-use development division prior to his appointment as chief financial officer. Prior to joining Crosland, LLC, from 1998 to August 2006, Mr. Mauldin was a co-founder and served as a partner of Crutchfield Capital, LLC, a privately held investment and operating company with a focus on active control investment in small and medium-sized operating companies based in the southeastern United States. From 1996 to 1998, Mr. Mauldin held various positions in the capital markets group and the office of the chairman of Security Capital Group, Inc., William D. Sanders. Prior to its sale in 2002, Security Capital Group owned controlling interests in 18 public and private real estate operating companies (eight of which were NYSE-listed) with a total market capitalization of over $26 billion. Mr. Mauldin began his business career in the commercial and commercial real estate lending industry working for banking institutions now known as Bank of America, N.A. and Wells Fargo, N.A. Mr. Mauldin graduated with a B.S. in finance with a minor in accounting from The University of Tampa and received an M.B.A. with majors in real estate, finance, managerial economics, and accounting and information systems from the J.L. Kellogg Graduate School of Management at Northwestern University. Directors Continuing in Office Until 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 Everstory 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. Michael Simanovsky has served as a director since March 2026. Mr. Simanovsky is the Managing Partner and Chief Investment Officer of Conversant Capital. Prior to founding Conversant Capital in February 2020, Mike was an investment professional with Senator Investment Group LP from 2011-2020. He was a Partner at the firm and was responsible for Senator’s investments in the real estate, gaming & lodging, and housing sectors, among others. Before joining Senator, Mr. Simanovsky was a member of Cerberus Capital Management LP’s investment team from 2008 until 2011, where he focused on originating and evaluating public and private investment opportunities across a range of industries. Mike started his career as part of the restructuring groups of both Rothschild Inc. and Houlihan Lokey Howard & Zukin from 2005-2008 and focused on providing advisory services to companies undergoing financial restructuring transactions. Mr. Simanovsky also currently serves as the Chairman of the Board of Directors of Quinn Residences, an owner and operator of purpose-built single-family rental communities. He previously served as a Director of Valet Manager Inc., a parking technology and management company, INDUS Realty Trust, Inc., a U.S.-based industrial/logistics REIT, Select

  6. Nominees and Continuing Directors

    Dental Management LLC, a dental services organization, Trade Street Residential, Inc., an owner and operator of multi-family properties in the Southeast U.S., Gramercy Property Europe, an owner and operator of industrial assets in Europe, DFI Capital, the holding company for Engs Commercial Finance, and K2 Towers REIT, an owner and operator of cellular telephone towers. Mr. Simanovsky received a B.A. in Economics from Emory University. 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 regard to Mr. Harris, the Board considered his significant experience in real estate investments, development, leasing and operation, including serving as President of a publicly-traded REIT. 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. Levinson, the Board considered his significant experience in the financial and real estate industries. With respect to Mr. Martin, the Board considered Mr. Martin’s knowledge of, among other things, systems of internal controls, risk management best practices, sound corporate governance, and the relationship between liquidity, leverage and capital adequacy. With respect to Mr. Mauldin, the Board considered his knowledge of real estate investment, including acquisition, development, financing, operation, and disposition. 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. Simanovsky, the Board considered his significant investment experience in the healthcare and real estate industries as well as his experience with corporate restructuring and finance. In addition, with respect to Messrs. Grove, Levinson and Simanovsky, the Board considered that such individuals could bring to the Board an important perspective of significant stockholders of the Company, and with respect to Messrs. Martin and Mauldin, the Board considered their knowledge and experience of CHP’s business and operations, which was acquired by the Company in March 2026. As noted below under “Board of Directors and Committees—Investor Rights Agreement,” the Company is obligated to nominate Messrs. Grove, Harris, Levinson and Simanovsky 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.

  7. Compensation Committee

    | • | review director compensation levels and practices, and recommend, from time to time, changes in such compensation levels and practices; |

  8. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation earned by our named executive officers in 2025 and 2024, except that Mr. Levy was not one of our named executive officers for 2024, and accordingly, information with respect to Mr. Levy for such year is not provided. As a smaller reporting company, we have elected to comply with the scaled disclosure requirements applicable to smaller reporting companies. 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.

  9. 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, | 2025 | $550,000 | — | $1,223,451 | — | $430,822 | — | $2,204,273 | | President and Chief Executive Officer | 2024 | $474,778 | — | $2,361,242 | — | $359,913 | — | $3,195,933 | | Kevin J. Detz, | 2025 | $475,000 | — | $778,574 | — | $306,413 | — | $1,559,987 | | Executive Vice President and Chief Financial Officer | 2024 | $417,368 | — | $1,502,611 | — | $292,740 | — | $2,212,719 | | Max J. Levy, | 2025 | $387,500 | — | $611,725 | — | $215,641 | $2,216 | $1,217,082 | | Senior Vice President, Chief Investment Officer | | | | | | | | |

  10. Summary Compensation Table

    | (1) Amounts for 2025 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 PSUs, the grant date fair value of the performance stock units (“PSUs”) based on the probable outcome of the performance conditions as of the date of grant (rather than the maximum potential value of the award). Assuming the highest level of performance is achieved for the PSUs granted in 2025, the grant date fair value of such awards would be $917,588 for Mr. Ribar, $583,930 for Mr. Detz and $458,794 for Mr. Levy. Assumptions used in the calculation of these amounts are included in footnote 11 to our audited financial statements for the fiscal year ended December 31, 2025 included in our Annual Report on Form 10-K filed with the SEC on March 12, 2026. See “—2025 Long-Term Equity Incentive Awards” below for additional information. |

  11. Summary Compensation Table

    | (2) Amounts in this column for 2025 reflect the cash performance incentive received by our named executive officers under our Fiscal 2025 Executive Short-Term Incentive Compensation Plan (the “2025 STI Plan”). See “—Fiscal 2025 Executive Short-Term Incentive Compensation Plan” below for additional information. |

  12. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information with respect to our named executive officers’ outstanding equity awards as of December 31, 2025. None of our named executive officers held stock options as of December 31, 2025.

  13. 2025 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | 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 | — | — | — | — | — | 4,400(a) | $143,484 | — | — | | | — | — | — | — | — | 27,229(b) | $887,938 | — | — | | | — | — | — | — | — | 23,384(c) | $762,552 | — | — | | | — | — | — | — | — | — | — | 38,550(d) | $1,257,116 | | | — | — | — | — | — | — | — | 76,450(e) | $2,493,035 | | | — | — | — | — | — | — | — | 30,800(f) | $1,004,388 | | | — | — | — | — | — | — | — | 40,641(g) | $1,325,303 | | | — | — | — | — | — | — | — | 23,384(h) | $762,552 | | Kevin J. Detz | — | — | — | — | — | 2,800(a) | $91,308 | — | — | | | — | — | — | — | — | 17,328(b) | $565,066 | — | — | | | — | — | — | — | — | 14,881(c) | $485,269 | — | — | | | — | — | — | — | — | — | — | 30,000(i) | $978,300 | | | — | — | — | — | — | — | — | 60,000(e) | $1,956,600 | | | — | — | — | — | — | — | — | 19,600(f) | $639,156 | | | — | — | — | — | — | — | — | 25,862(g) | $843,360 | | | — | — | — | — | — | — | — | 14,881(h) | $485,269 | | Max J. Levy | — | — | — | — | — | 10,050(j) | $327,731 | — | — | | | — | — | — | — | — | 11,692(c) | $381,276 | — | — | | | — | — | — | — | — | — | — | 70,000(k) | $2,282,700 | | | — | — | — | — | — | — | — | 11,692(h) | $381,276 |

  14. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (1) Calculated by reference to the closing price for shares of our common stock on the NYSE on December 31, 2025, which was $32.61 per share, or the award fair value, as applicable. |

  15. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (a) Represents the remaining shares of restricted stock (third tranche) 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. |

  16. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (b) Represents shares of restricted stock (second and third tranches) 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. |

  17. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (c) Represents shares of RSUs granted on May 19, 2025, which vest in equal installments on May 19, 2026, May 19, 2027, and May 19, 2028. |

  18. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (d) Represents performance shares granted on November 15, 2021, which vest subject to the satisfaction of the target performance objective. |

  19. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (e) Represents performance shares granted on January 26, 2023, which vest subject to the satisfaction of the target performance objective. |

  20. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (f) Represents performance shares granted on April 4, 2023, which vest subject to the satisfaction of the target performance objective. |

  21. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (g) Represents performance shares granted on April 5, 2024, which vest subject to the satisfaction of the target performance objective. |

  22. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (h) Represents performance shares granted on May 19, 2025, which vest subject to the satisfaction of the target performance objective. |

  23. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (i) Represents performance shares granted on May 12, 2022, which vest subject to the satisfaction of the target performance objective. |

  24. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (j) Represents shares of restricted stock (second and third tranches) granted on June 2, 2024, which are scheduled to vest in installments of 33%, 33% and 34% on June 2, 2025, June 2, 2026 and June 2, 2027, respectively. |

  25. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (k) Represents performance shares granted on June 2, 2024, which vest subject to the satisfaction of the target performance objective. |

  26. 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 2025, 2024 and 2023 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, 2025, 2024 and 2023, and our financial performance for each such fiscal year:

  27. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (3) | Average Summary Compensation Table Total for non-PEO Named Executive Officers (2) | Average Compensation Actually Paid to non-PEO Named Executive Officers (3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Income (Loss) (in thousands) | | 2025 | $2,204,273 | $3,922,319 | $1,388,535 | $2,342,443 | $139.54 | $(72,492) | | 2024 | $3,195,933 | $4,214,519 | $1,747,434 | $1,325,229 | $259.33 | $(3,280) | | 2023 | $1,768,234 | $954,926 | $1,130,716 | $689,461 | $78.28 | $(21,107) |

  28. PAY VERSUS PERFORMANCE

    | (1) During 2025, 2024 and 2023, Brandon M. Ribar was our PEO. |

  29. PAY VERSUS PERFORMANCE

    | (2) During 2024 and 2023, our non-PEO NEOs consisted of Kevin J. Detz and David R. Brickman, and during 2025, our non-PEO NEOs consisted of Kevin J. Detz and Max J. Levy. |

  30. PAY VERSUS PERFORMANCE

    | (3) 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. |

  31. PAY VERSUS PERFORMANCE

    | | SCT Total | Stock Awards Deducted | Stock Awards Added | Options Deducted | Options Added | Total CAP | | | A | B | C | D | E | A - (B + D) + (C + E) | | PEO | | | | | | | | 2025 | $2,204,273 | $1,223,451 | $2,941,497 | — | — | $3,922,319 | | 2024 | $3,195,933 | $2,361,242 | $3,379,828 | — | — | $4,214,519 | | 2023 | $1,768,234 | $967,769 | $154,461 | — | — | $954,926 | | Average Non-PEO NEOs | | | | | | | | 2025 | $1,388,535 | $695,150 | $1,649,058 | — | — | $2,342,443 | | 2024 | $1,747,434 | $1,116,232 | $694,027 | — | — | $1,325,229 | | 2023 | $1,130,716 | $487,722 | $46,467 | — | — | $689,461 |

  32. 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 2025 (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).

  33. 2025 DIRECTOR COMPENSATION

    2025 DIRECTOR COMPENSATION The following table summarizes the compensation earned by our non-employee directors in 2025. During 2025, we did not maintain any pension or deferred compensation arrangements for our directors.

  34. 2025 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Noah R. Beren | $60,000 | $75,013 | — | — | $135,013 | | Lilly H. Donohue | $65,000 | $75,013 | — | — | $140,013 | | Robert T. Grove (3) | — | — | — | — | — | | Benjamin P. Harris | $75,000 | $75,013 | — | — | $150,031 | | David W. Johnson | $105,000 | $75,013 | — | — | $180,013 | | Jill M. Krueger | $87,500 | $75,013 | — | — | $162,513 | | Shmuel S.Z. Lieberman | $70,000 | $75,013 | — | — | $145,013 | | Elliot R. Zibel | $60,000 | $75,013 | — | — | $135,013 |

  35. 2025 DIRECTOR COMPENSATION

    | (1) Represents an annual retainer fee and committee retainer fees earned during 2025. See “—Compensation of Directors During 2025” below for more information. |

  36. 2025 DIRECTOR COMPENSATION

    | (2) Amounts reflect the aggregate grant date fair value of the equity awards computed in accordance with ASC 718, and represents 2,985 RSUs granted pursuant to the 2019 Plan on June 10, 2025 to each of our then-serving non-employee directors, which are scheduled to vest in full on June 10, 2026. |

  37. 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. |

  38. Compensation of Directors During 2025

    Compensation of Directors During 2025 For their services to us, our directors in 2025 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 2025. 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 2025. 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 RSUs valued at $75,000, with the specific amount of restricted stock or RSUs granted based on the price of our common stock on the date of the grant. The restricted stock or RSUs 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 2025.

  39. 2019 Plan Key Governance Features

    | • | Non-employee director compensation (cash plus equity) is limited to $600,000 per non-employee director per annum; and |