DEF 14A of CareTrust REIT, Inc., Mar 7, 2025

DEF 14A of CareTrust REIT, Inc.

Filed Mar 7, 2025 · FY20240001628280-25-011281

Open on EDGAR

  1. YOUR VOTE IS IMPORTANT

    | | Page | | Director Compensation | 50 | | Equity Compensation Plan Information | 52 | | Proposal 2: Advisory Approval Of Named Executive Officer Compensation | 53 | | Independent Registered Public Accounting Firm | 54 | | Proposal 3: Ratification Of Appointment Of Independent Registered Public Accounting Firm | 55 | | Audit Committee Report | 56 | | Security Ownership Of Certain Beneficial Owners And Management | 57 | | Certain Relationships And Related Party Transactions | 59 | | Stockholder Proposals And Director Nominations For 2026 Annual Meeting Of Stockholders | 60 | | Other Matters | 61 | | Delivery Of Documents To Stockholders Sharing An Address | 61 | | Available Information | 61 | | Appendix A — Reconciliation Of Non-GAAP Financial Measures | A-1 |

  2. Director Nominees

    Director Nominees Set forth below is biographical information about each of our director nominees. Such information is current as of the date of this Proxy Statement. The information presented below for each director nominee includes the specific experience, qualifications, attributes and skills that led us to the conclusion that such individual should be nominated to serve on our Board of Directors in light of our business. Three members of our Board of Directors, including our Chair of the Board, are female (Mses. Laing, Olson and Williams). In addition, one of our directors, Ms. Williams, self-identifies as African American.

  3. Director Nominees

    | Name | Age | Director Since | | Diana M. Laing, Chair of the Board | 70 | 2019 | | Anne Olson | 48 | 2022 | | Spencer G. Plumb | 50 | 2017 | | David M. Sedgwick | 49 | 2022 | | Careina D. Williams | 49 | 2022 |

  4. Director Nominees

    | CareTrust REIT, Inc. | 7 | 2025 Proxy Statement |

  5. Director Skills Matrix

    Director Skills Matrix We believe that our Board of Directors should collectively possess a range of skills and qualifications to enable the Board to effectively oversee management, address the Company’s evolving needs and represent the long-term interests of our stockholders. We believe that our Board possesses expertise in the following areas:

  6. Director Skills Matrix

    | Healthcare | Commercial Real Estate | Mergers & Acquisitions | Executive Leadership | | Capital Allocation | Public Capital Markets | Financial Reporting Literacy | Talent, Culture and Compensation |

  7. Diana M. Laing Age:70 Director Since: 2019

    Diana M. Laing Age:70 Director Since: 2019 Diana M. Laing has served as a member of our Board of Directors since 2019, as our lead independent director from January 2022 to June 2022 and as Chair of the Board since June 2022. Ms. Laing was the Interim Executive Vice President (from October 2018 until May 2019) and Interim Chief Financial Officer (from November 2018 until May 2019) of Alexander & Baldwin, Inc. (NYSE:ALEX), a Hawaii-based publicly-traded commercial real estate investment trust (“REIT”), which completed its conversion to REIT status as of the 2017 tax year. From 2014 until June 2018, Ms. Laing was the Chief Financial Officer of American Homes 4 Rent (NYSE:AMH), a publicly-traded REIT focused on the acquisition, renovation, leasing and operation of single-family homes as rental properties. From May 2004 until its merger with Parkway Properties of Orlando, Florida in December 2013, Ms. Laing was the Chief Financial Officer and Secretary of Thomas Properties Group, Inc., a publicly traded real estate operating company and institutional investment manager focused on the development, acquisition, operation and ownership of commercial properties throughout the United States. Ms. Laing served as Chief Financial Officer of each of Triple Net Properties, LLC from January through April 2004, New Pacific Realty Corporation from December 2001 to December 2003, and Firstsource Corp. from July 2000 to May 2001. From August 1996 to July 2000, Ms. Laing was Executive Vice President, Chief Financial Officer and Treasurer of Arden Realty, Inc., a publicly traded REIT which was the largest owner and operator of commercial office properties in Southern California. From 1982 to August 1996, she served in various capacities, including Executive Vice President, Chief Financial Officer and Treasurer of Southwest Property Trust, Inc., a publicly traded multi-family REIT which owned multi-family properties throughout the southwestern United States. Ms. Laing began her career as an auditor with Arthur Andersen & Co. She currently serves as an independent director on the board of directors of Alexander & Baldwin, Inc. (NYSE:ALEX), The Macerich Company (NYSE:MAC) and Host Hotels & Resorts (Nasdaq:HST). Ms. Laing also previously served as an independent director on the board of directors of Spirit Realty Capital, Inc. (NYSE: SRC). She is a member of the board of directors of the RREEF Core Plus Industrial Fund. Ms. Laing’s executive leadership experience in multiple REITs and other real estate companies, network of relationships with other real estate professionals, and extensive experience with public companies in accounting, financial reporting, capital markets and finance, qualify her to serve on our Board of Directors.

  8. Diana M. Laing Age:70 Director Since: 2019

    | CareTrust REIT, Inc. | 8 | 2025 Proxy Statement |

  9. Anne Olson Age:48 Director Since: 2022

    Anne Olson Age:48 Director Since: 2022 Anne Olson has served as a member of our Board of Directors since 2022. Ms. Olson currently serves as President, Chief Executive Officer and Trustee of Centerspace (NYSE:CSR), a multifamily-focused real estate investment trust, and previously served as Centerspace’s Chief Operating Officer and Secretary from 2018 to March 2023 and as its Executive Vice President, General Counsel and Secretary from 2017 to 2018. From 2011 to 2017, Ms. Olson was in the private practice of law, most recently as a partner with the law firm of Dorsey & Whitney LLP in its Real Estate Practice Group, where her practice focused on real estate development and investments for REITs, private equity funds, and national developers and owners. From 2006 to 2011 she served as Director of Investment Operations and in-house counsel for Welsh Companies, LLC and its affiliates, the predecessor to Welsh Property Trust and WPT Industrial REIT. Ms. Olson is an active member of the Urban Land Institute and the National Multifamily Housing Council, where she is Vice Chair of its Innovation Committee. She holds a B.A. in English from Drake University, and a J.D. from Drake University Law School. Ms. Olson’s executive leadership experience in a growing public REIT, expertise in complex real estate transactions, proficiency in corporate governance matters, legal experience working in and advising public and other companies, and general real estate knowledge and experience qualify her to serve on our Board of Directors.

  10. Spencer G. Plumb

    Spencer G. Plumb

  11. Age:50 Director Since: 2017

    Age:50 Director Since: 2017 Spencer G. Plumb has served as a member of our Board of Directors since 2017. Mr. Plumb serves as President and Chief Executive Officer of Sabin Holdings, LLC, a global real estate platform launched in 2016. Prior to Sabin Holdings, LLC, Mr. Plumb co-founded Excel Trust, Inc. (formerly NYSE:EXL) in 2009 and served as its President and Chief Operating Officer and as a member of its Board of Directors. Excel Trust, Inc. was acquired and taken private by Blackstone Property Partners in July 2015. In addition, Mr. Plumb has held various positions over his career with other public and private companies, including Excel Realty Holdings, Price Legacy Corporation, Excel Legacy Corporation, New Plan Excel Realty Trust, Excel Realty Trust, and Excel Interfinancial Corporation. Mr. Plumb also serves on the board of directors of The Sabin Children’s Foundation, whose mission is to relieve the distress of children around the world. Mr. Plumb received a B.A. in Economics from Brigham Young University. Mr. Plumb’s leadership experience, his executive leadership experience in a REIT, and general real estate and REIT background qualify him to serve on our Board of Directors.

  12. Age:50 Director Since: 2017

    | CareTrust REIT, Inc. | 9 | 2025 Proxy Statement |

  13. David M. Sedgwick Age:49 Director Since: 2022

    David M. Sedgwick Age:49 Director Since: 2022

  14. Careina D. Williams Age:49 Director Since: 2022

    Careina D. Williams Age:49 Director Since: 2022 David M. Sedgwick has served as a member of our board since June 2022, as our Chief Executive Officer since January 2022, and as our President since February 2021. He previously served as our Chief Operating Officer from August 2018 through 2021, and as our Vice President-Operations from our formation in 2014 through August 2018. He is a licensed nursing home administrator and, prior to joining CareTrust REIT, served in several key leadership roles at Ensign since 2001. During 2013, he supported Ensign’s skilled nursing operations in Colorado. During 2012, he served as President of Ensign’s Maryland-based urgent care franchise venture, Doctors Express. From 2007 to 2012, Mr. Sedgwick served as Ensign’s President of Facility Services and Chief Human Capital Officer and was responsible for overall facility support services, new acquisition integration, and Ensign University, which included Ensign’s facility Chief Executive Officer recruiting and training program. From 2002 to 2007, he operated three Ensign skilled nursing facilities in two states. Mr. Sedgwick holds a B.S. in Accounting from Brigham Young University and an M.B.A. from the University of Southern California. Mr. Sedgwick’s extensive operating experience and executive experience with CareTrust since our founding brings to the Board a deep understanding of our business and operations, critical knowledge of our properties and key tenants, substantial industry contacts and knowledge and understanding of the healthcare business in general. Careina D. Williams has served as a member of our Board of Directors since 2022. Ms. Williams is the Founder and Managing Partner of Caro Investors. Ms. Williams has over two decades of real estate investment and finance experience, largely on behalf of institutional investors. Caro Investors is an investment management firm domiciled in Maryland. The firm’s flagship product intends to deploy capital into middle-market private debt instruments with underlying commercial real estate exposure in U.S. markets and product types that Caro believes to be more resilient. Ms. Williams most recently served as a Managing Director and Portfolio Manager of Sundance Bay Debt Opportunity Fund. Ms. Williams served as a member of Sundance Bay’s Advisory Board from 2018 to 2020 prior to joining the firm as a Principal. In addition, from 2017 to 2018, Ms. Williams served as Chief Operating Officer of Zero G Capital Management LLC, an equity hedge fund, and from 2012 to 2017, Ms. Williams served as Principal, Acquisitions and Asset Management at Artemis Real Estate Partners, a real estate investment manager with a focus on multifamily, industrial, office, retail, hospitality, senior housing and medical office. Prior to her role at Artemis Real Estate Partners, from 2003 to 2012, Ms. Williams served as a Principal, Investments at Capri Capital Partners, LLC. Ms. Williams serves as a Trustee and Vice-Chair of the Investments & Endowment Committee of the United Church of Christ, and previously served as a Trustee and Chair of the Finance & Endowment Committee for Peoples Congregational Church of the United Church of Christ. Ms. Williams is also a member of the Urban Land Institute Commercial & Retail Development Council (Silver). Ms. Williams received an A.B. in Economics from Harvard University and an M.B.A. from Harvard Business School. Ms. Williams’ expertise in credit analysis, her network of relationships within the real estate industry, her experience in underwriting, financing, acquiring and managing real estate across a broad array of sub-classes, and her experience with environmental and sustainability issues in real estate qualify her to serve on our Board of Directors.

  15. Careina D. Williams Age:49 Director Since: 2022

    | CareTrust REIT, Inc. | 10 | 2025 Proxy Statement |

  16. Careina D. Williams Age:49 Director Since: 2022

    Our Board of Directors recommends that the stockholders vote FOR the election of each of the five director nominees listed above. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR each such director nominee.

  17. Careina D. Williams Age:49 Director Since: 2022

    | CareTrust REIT, Inc. | 11 | 2025 Proxy Statement |

  18. Careina D. Williams Age:49 Director Since: 2022

    Corporate Governance

  19. Role of the Compensation Consultant

    Role of the Compensation Consultant Pursuant to its charter, the compensation committee is authorized to retain or obtain the advice of compensation consultants, outside counsel, experts or other advisors to advise the compensation committee with respect to amounts or forms of executive compensation or in carrying out its other responsibilities. The Compensation Committee has a practice of retaining the advice of an independent compensation consultant on a bi-annual basis to conduct a review of the executive compensation program. After initially retaining Pearl Meyer for a full executive compensation review in 2020, the compensation committee again retained Pearl Meyer in 2022 for a review of its executive compensation program for 2023. The results of this review informed changes to the program approved in late 2022 and executive compensation decisions for fiscal 2023. In connection with Pearl Meyer’s engagement in 2022, Pearl Meyer conducted an independent review of our executive compensation program to provide a competitive reference on pay levels and performance alignment for our fiscal 2023 executive compensation program. As part of this review, Pearl Meyer analyzed the salaries, target bonus opportunities, target cash compensation opportunities, equity award opportunities and targeted total direct compensation paid by our peer group of companies described below. The compensation committee continued to rely on this prior review to inform its executive compensation decisions for fiscal 2024. The compensation committee also considered relevant survey information from the 2023 Nareit Compensation Survey for similarly situated executives at healthcare REITs. Together, this information was used by the compensation committee to set compensation levels for the executive officers for 2024, including with respect to the base salary increases and annual cash incentive bonus targets established for 2024 and the long-term incentive awards granted in December 2023 (for fiscal 2024) as described below. In mid-2024, the compensation committee re-engaged Pearl Meyer to update its executive compensation review in late 2024 for the purpose of informing executive compensation decisions with respect to 2025, including the annual equity awards granted in December 2024 for 2025, as further described below. Since 2021, the compensation committee has also retained Infinite Equity as an additional independent compensation consultant to provide ongoing design, valuation, and accounting support for our relative TSR performance-based equity awards that were first introduced into our executive compensation program for 2021. The compensation committee is directly responsible for the appointment, compensation and oversight of Pearl Meyer’s and Infinite Equity’s work. The compensation committee has assessed the independence of Pearl Meyer and Infinite Equity pursuant to applicable SEC and NYSE rules and concluded that no conflict of interest existed with respect to Pearl Meyer’s or Infinite Equity’s services to the compensation committee. Neither Pearl Meyer nor Infinite Equity has performed any services for us, except for compensation-related services on behalf of, and as instructed by, the compensation committee.

  20. Peer Companies

    Peer Companies At the end of 2020, the compensation committee engaged Pearl Meyer to provide advice on a newly constructed peer group that was used by Pearl Meyer in its independent review of our executive compensation program. In constructing the peer group, Pearl Meyer and the compensation committee determined to select (1) publicly traded REITs that had greater overlap with the peer companies used by proxy advisory firms to evaluate our executive compensation program, and (2) publicly traded REITs that had a comparable market capitalization to us as of August 1, 2020.

  21. Peer Companies

    | CareTrust REIT, Inc. | 24 | 2025 Proxy Statement |

  22. Peer Companies

    In connection with Pearl Meyer’s engagement in 2022, the compensation committee relied on the same group of peer companies that were selected at the end of 2020, which comprised the following companies (the “2022 Peer Group”):

  23. Peer Companies

    | Peer Group | | | Agree Realty Corporation | Omega Healthcare Investors, Inc. | | Centerspace | Pebblebrook Hotel Trust | | Community Healthcare Trust Incorporated | Physicians Realty Trust | | EPR Properties | Piedmont Office Realty Trust, Inc. | | Four Corners Property Trust, Inc. | Retail Opportunity Investments Corp. | | Healthcare Realty Trust Incorporated* | Sabra Health Care REIT, Inc. | | LTC Properties, Inc. | Terreno Realty Corporation | | National Health Investors, Inc. | Washington Real Estate Investment Trust |

  24. Peer Companies

    *Prior to July 2022, the Peer Group also included Healthcare Trust of America, Inc., which merged with Healthcare Realty Trust Incorporated. As noted above, in mid-2024, the compensation committee approved a new peer group to be used by Pearl Meyer in its independent review of our executive compensation program for 2025 and to inform the compensation committee’s review of executive compensation for 2025, including the 2025 equity awards granted to the Company’s executive officers in December 2024 as further described below. In constructing the new peer group, Pearl Meyer and the compensation committee removed five companies, including due to acquisition, and added three new publicly traded REITs to (1) seek to maintain greater overlap with the peer companies used by proxy advisory firms to evaluate our executive compensation program, and (2) reflect the Company’s growth since selection of the prior Peer Group in an effort to provide a robust and balanced peer group in terms of revenue without sacrificing market capitalization comparability. Following these changes, the compensation committee approved the following group of companies as the Company’s new compensation peer group for 2025 (the “2025 Peer Group”):

  25. Peer Companies

    | Peer Group | | | Agree Realty Corporation | Medical Properties Trust, Inc. | | Community Healthcare Trust Incorporated | National Health Investors, Inc. | | EPR Properties | Omega Healthcare Investors, Inc. | | Essential Properties Realty Trust, Inc. | Pebblebrook Hotel Trust | | Four Corners Property Trust, Inc. | Retail Opportunity Investments Corp. | | Getty Realty Corp. | Sabra Health Care REIT, Inc. | | Healthcare Realty Trust Incorporated | Terreno Realty Corporation | | LTC Properties, Inc. | |

  26. Peer Companies

    In the discussion below, we generally refer to the 2022 Peer Group and the 2025 Peer Group as our “Peer Group,” and compensation committee decisions with respect to 2024 were informed primarily by reference to the 2022 Peer Group except that the compensation committee considered information related to the 2025 Peer Group in making decisions regarding the 2025 long-term equity awards to our executive officers that were granted in December 2024 as further described below.

  27. Peer Companies

    | CareTrust REIT, Inc. | 25 | 2025 Proxy Statement |

  28. Peer Companies

    While the compensation committee does not rigidly adhere to a peer-based benchmarking strategy in setting compensation amounts for our named executive officers, the compensation committee’s practice is to set our named executive officers’ total target direct compensation (which is base salary + target annual cash incentive + target grant date value of long-term equity awards) with reference to between approximately the 50th and 75th percentile of total target direct compensation provided to similarly situated executives, which amount may be adjusted above or below this level based on factors the compensation committee determines appropriate for the particular executive. The compensation committee has also been taking actions over the past couple of years to adjust the total target cash compensation and total target direct compensation for each of Messrs. Sedgwick and Callister to more closely approximate the compensation levels of their similarly situated executives (with reference to both our Peer Group and relevant information from the annual Nareit Compensation Survey), with additional increases approved in each year following their promotions to Chief Executive Officer and Chief Investment Officer, respectively, to account for their additional years of experience in those positions. In recognition that Mr. Sedgwick’s total direct compensation still remained closer to the 50th percentile of similarly situated executives and below the percentile levels for Messrs. Wagner and Callister, the compensation committee took additional actions in 2024 to increase the compensation potential for Mr. Sedgwick, including increasing the performance goal weighting levels under the annual cash incentive award program as described below. The compensation committee does not currently believe a comprehensive executive compensation review needs to be performed on an annual basis and intends to engage a compensation consultant to perform a comprehensive review of our executive compensation program approximately every two years, or more frequently if it is considering any structural changes to our executive compensation program. Consistent with this intent, as described above, the compensation committee did not engage Pearl Meyer to provide advice regarding executive compensation decisions for 2024. The compensation committee subsequently re-engaged Pearl Meyer to update its executive compensation review in late 2024 for the purpose of informing executive compensation decisions with respect to 2025, including the annual equity awards granted in December 2024 for 2025, as further described below. Due to the significant acceleration in the company’s growth and resultant market capitalization in 2024 the compensation committee intends to engage a compensation consultant in 2025 to perform a comprehensive executive compensation review.

  29. Role of Stockholder Say-on-Pay Votes

    Role of Stockholder Say-on-Pay Votes At the Annual Meeting, we will be providing our stockholders with the opportunity to cast a non-binding, advisory vote on the compensation of our named executive officers. This vote is known as the “say-on-pay” proposal. Stockholders have overwhelmingly voted in favor of our say-on-pay proposal since they first had an opportunity to do so at our 2017 annual meeting of stockholders, with over 96.5% of the votes cast in favor of our say-on-pay proposal at our 2024 annual meeting of stockholders and at each of our previous annual meetings of stockholders since 2017. We believe the overwhelmingly positive support demonstrates that stockholders support the structure and objectives of our executive compensation program. We believe the refinements introduced into our executive compensation program that we have maintained since 2021 continue to improve the performance-based design of our program. We also believe that our continued use of TSR-based long-term equity awards since 2021, which represent 50% of the awards granted annually under our long-term incentive program, further link the interests of our named executive officers and our stockholders. The compensation committee will consider the outcome of this year’s say-on-pay proposal when making future compensation decisions for the named executive officers.

  30. 2024 Annual Cash Incentive Awards

    2024 Annual Cash Incentive Awards In General. We provide our named executive officers with a performance-based annual cash incentive compensation opportunity to motivate and reward the executives for their achievement of annual financial and operational goals and other strategic objectives measured over the year. We believe the annual cash incentive opportunity helps further our compensation objective of aligning executive compensation with achievement of the Company’s corporate strategies, business objectives and the creation of long-term value for our stockholders. Design. Pursuant to the annual cash incentive program, the compensation committee approved a predetermined target bonus amount for each named executive officer, with the actual bonus to be payable to each executive officer to be between 0% and a maximum level set at 275% for our Chief Executive Officer and 250% for our other executive officers for 2024, as explained below, based on the achievement of pre-established threshold, target and higher performance level performance metrics for the year. We believe that having a predetermined target bonus amount, coupled with upside and downside leverage, is more consistent with the practices of our Peer Group based on Pearl Meyer’s study. As further described below, for 2024 the compensation committee retained the key incentive metrics used for annual cash incentive opportunities in prior years. The compensation committee believes that these incentive metrics have served to effectively incentivize our named executive officers’ performance. The compensation committee also determined to continue use of a separate ESG Incentives metric for our President and Chief Executive Officer.

  31. 2024 Annual Cash Incentive Awards

    | CareTrust REIT, Inc. | 27 | 2025 Proxy Statement |

  32. 2024 Annual Cash Incentive Awards

    Incentive Targets. For 2024, the compensation committee established the following annual cash incentive bonus targets for each named executive officer.

  33. 2024 Annual Cash Incentive Awards

    | Named Executive Officer | Annual Cash Incentive Bonus Target ($) | | David M. Sedgwick | 1,242,000 | | William M. Wagner | 575,108 | | James B. Callister | 575,108 |

  34. 2024 Annual Cash Incentive Awards

    The compensation committee determined it was appropriate to increase the annual cash incentive bonus target for each executive officer for 2024 compared to 2023 to adjust for approximate cost of living increases. The compensation committee also approved an additional increase to the annual cash incentive bonus target for Mr. Callister to adjust his total target cash compensation level closer to peer companies for similarly situated executives and to align it with Mr. Wagner to more closely align the executive team. For Mr. Sedgwick, the annual cash incentive bonus target for 2024 decreased slightly as a percentage of base salary compared to 2023 as the compensation committee primarily targeted Mr. Sedgwick’s base salary and the long-term incentive components of Mr. Sedgwick’s total direct compensation to continue to adjust Mr. Sedgwick’s total direct compensation to compensation levels more closely aligned with similarly situated executives. Incentive Metrics. Under our annual cash incentive plan design for 2024, the compensation committee selected the following performance measures to evaluate executive incentive performance: •NFFO per share for 2024; •capital deployment; •average net debt to normalized run rate EBITDA calculated at each quarter end during 2024; and •for our President and Chief Executive Officer, certain ESG Incentives as further described below. FFO, as defined by the National Association of Real Estate Investment Trusts (“Nareit”), is an important supplemental measure not computed in accordance with GAAP and measures operating performance for a REIT. FFO is defined by Nareit as net income computed in accordance with GAAP, excluding gains or losses from real estate dispositions, real estate depreciation and amortization and real estate impairment charges, adjustments for the share of consolidated joint ventures, and adjustments for unconsolidated partnerships and joint ventures. Noncontrolling interests’ pro rata share information is prepared by applying noncontrolling interests’ actual ownership percentage for the period and is intended to reflect noncontrolling interests’ proportionate economic interest in the financial position and operating results of properties in our portfolio. We compute FFO in accordance with Nareit’s definition. NFFO adjusts FFO for certain revenue and expense items that we do not believe are indicative of our ongoing operating results, such as write-off of deferred financing costs, provision for loan losses, non-routine transaction costs, provision for doubtful accounts and lease restructuring, loss on extinguishment of debt, extraordinary incentive plan payment, recovery of previously reversed rent, lease termination revenue, unrealized (gain) loss on other real estate related investments and property operating expenses. Normalized EBITDA represents net income before interest expense (including amortization of deferred financing costs) and amortization of stock-based compensation, and depreciation and amortization, adjusted for certain income and expense items we do not believe are indicative of our ongoing operating results, such as write-off of deferred financing costs, real estate impairment charges, provision for loan losses, provision for doubtful accounts and lease restructuring, recovery of previously reversed rent, lease termination revenue, property operating expenses, non-routine transaction costs, loss on extinguishment of debt, extraordinary incentive plan payment, unrealized loss on other real estate related investments and gains or losses from dispositions of real estate or other real estate. These performance measures are non-GAAP financial measures for which net income is the most directly comparable financial measure reported under GAAP.

  35. 2024 Annual Cash Incentive Awards

    | CareTrust REIT, Inc. | 28 | 2025 Proxy Statement |

  36. 2024 Annual Cash Incentive Awards

    The compensation committee chose NFFO per share as a performance metric because the committee believes it is a common performance metric used by investors to evaluate the performance of REITs, and the committee believes that motivating the executives to drive growth in our NFFO per share performance will in turn benefit stockholders in the form of increased stockholder returns. For 2024, the compensation committee determined the following threshold, target and high performance levels for our NFFO per share: NFFO per share of $1.4116 to earn the threshold bonus amount, $1.4421 to earn the target bonus amount, and $1.4734 to earn the high bonus amount payable with respect to this performance measure. The compensation committee chose our capital deployment and our 2024 average quarterly net debt to normalized run rate EBITDA ratio as performance metrics because it wanted to motivate the executives to grow our portfolio and pursue new tenant relationships with quality operators to further diversify our revenue stream, while at the same time motivating the executives to responsibly manage our leverage ratios and our overall capital structure. For 2024, the compensation committee required capital deployment of $200 million to earn the threshold bonus amount, $300 million to earn the target bonus amount, and $400 million to earn the high bonus amount payable with respect to this performance measure. These performance goals reflected a doubling of the similar performance levels used for the 2023 cash incentive plan in recognition of an expected improved operating environment for 2024 investments following the substantial year over year increase in capital deployment from 2022 to 2023. Based on optimism about potential investment opportunities for 2024 but reflecting the significant uncertainties that existed with respect to the Company’s ability to complete projected investments, the compensation committee also approved both a super high and an extraordinary performance measure for the capital deployment objective, which required capital deployment of $750 million to earn the super high bonus amount and $1.5 billion to earn the extraordinary bonus amount payable with respect to this performance measure. While the compensation committee had set a super high performance level for capital deployment in each of the past four years, the compensation committee recognized that also setting an additional extraordinary performance level was more unusual. The committee determined it was appropriate to establish performance metrics at both levels for 2024 to incentivize the executive team to remain focused on continued growth while recognizing the extraordinary achievement that would be required to accomplish the level of investments necessary to achieve the extraordinary capital deployment goal. With respect to our leverage levels, the compensation committee required a 2024 average quarterly ratio of net debt to normalized run rate EBITDA to be 3.50x to earn the threshold bonus amount, 3.00x to earn the target bonus amount, and 2.50x to earn the high bonus amount payable with respect to this performance measure. The net debt-to-normalized EBITDA ratio targets were set lower than 2023 levels given where the Company’s net debt to normalized EBITDA ended at December 31, 2023. As noted above, we believe these capital deployment and ratio of net debt to normalized EBITDA targets operated in tandem to motivate the executives to grow and diversify our portfolio while at the same time motivating them to responsibly manage our capital structure and use of leverage. The following table illustrates the performance metrics set forth above for the named executive officers at the threshold, target, high, super high and extraordinary bonus levels.

  37. 2024 Annual Cash Incentive Awards

    | Performance Measure | Threshold | Target | High | Super High | Extraordinary | | NFFO per share | $1.4116 | $1.4421 | $1.4734 | $— | $— | | Capital Deployment (in millions) | $200 | $300 | $400 | $750 | $1,500 | | Average Quarterly Net Debt to Normalized Run Rate EBITDA | 3.50x | 3.00x | 2.50x | — | — |

  38. 2024 Annual Cash Incentive Awards

    | CareTrust REIT, Inc. | 29 | 2025 Proxy Statement |

  39. 2024 Annual Cash Incentive Awards

    In addition to the performance metrics above, the compensation committee decided to continue the ESG Incentives for our President and Chief Executive Officer to reinforce the Company’s commitment to achieving its ESG targets. The ESG Incentives that our President and Chief Executive Officer was required to achieve to receive the ESG Incentives amount at either a threshold, target or high level were as follows for 2024: •ESG Incentives Threshold: Communicate identified properties with higher climate risk to tenants, ensure tenants leasing properties with higher physical risk have resiliency plans in place. •ESG Incentives Target: Meet threshold requirement above plus analyze energy, water, and waste data to identify opportunities to reduce consumption through environmental improvement projects. •ESG Incentives High: Meet target requirement above plus utilize the Task Force on Climate-Related Financial Disclosures (TCFD) recommendations to disclose climate-related risks and opportunities through our Corporate Sustainability Report and prepare for the SEC’s climate-related disclosures. The following table illustrates the weighting of each performance measure for each named executive officer at the threshold, target, high, super high and extraordinary bonus levels.

  40. Performance Measure Weighting

    | Name | Level | NFFO per share (%) | Capital Deployment (%) | Net Debt to Normalized Run Rate EBITDA (%) | ESG Incentives (%) | Total (%) | | David M. Sedgwick | Threshold | 25 | 25 | 20 | 5 | 75 | | | Target | 40 | 27.5 | 25 | 7.5 | 100 | | | High | 67.5 | 67.5 | 55 | 10 | 200 | | | Super High | 67.5 | 92.5 | 55 | 10 | 225 | | | Extraordinary | 67.5 | 142.5 | 55 | 10 | 275 | | William M. Wagner | Threshold | 35 | 10 | 20 | — | 65 | | | Target | 50 | 25 | 25 | — | 100 | | | High | 75 | 50 | 50 | — | 175 | | | Super High | 75 | 75 | 50 | — | 200 | | | Extraordinary | 75 | 125 | 50 | — | 250 | | James B. Callister | Threshold | 30 | 25 | 10 | — | 65 | | | Target | 40 | 40 | 20 | — | 100 | | | High | 50 | 75 | 50 | — | 175 | | | Super High | 50 | 100 | 50 | — | 200 | | | Extraordinary | 50 | 150 | 50 | — | 250 |

  41. Performance Measure Weighting

    For 2024, based on feedback from Pearl Meyer, the compensation committee approved increases in the weightings for the performance goals under the annual cash incentive program compared to the weightings applied in prior years to bring the maximum payout levels under the cash incentive program closer in line to the practices of our Peer Group. For Messrs. Wagner and Callister, the compensation committee established a 200% weighting for super high performance and a 250% weighting for extraordinary performance. With reference to performance weightings established by certain of our Peer Group companies, the compensation

  42. Performance Measure Weighting

    committee set slightly higher weighting levels for Mr. Sedgwick compared to our other executive officers, with a 200% level established for high performance and up to a 275% weighting for extraordinary performance, to allow him the potential to achieve total direct compensation that would more closely approximate the total target direct compensation percentile level of our other executive officers compared to similarly situated executives. The actual annual cash incentive earned by each named executive officer is determined by the sum of the percentage values for each metric at the level achieved for that metric multiplied by each executive’s target bonus amount. If the actual performance level achieved for any metric falls below the threshold level, no percentage is awarded for that metric. If the actual performance is above the high level, high level is awarded for that metric (except for capital deployment, where super high is awarded for performance above the super high level and extraordinary is awarded for performance above the extraordinary level). If actual performance is in between, the percentage for each metric is calculated using straight line linear interpolation. On January 28, 2025, the compensation committee assessed performance based on actual results achieved for 2024. The compensation committee determined that the Company achieved: a 2024 NFFO per share amount that exceeded the high performance level, with actual NFFO per share of $1.4993 for 2024; 2024 capital deployment that exceeded the extraordinary performance level, with actual deployment totaling $1,528.6 million for 2024; and a 2024 average quarterly net debt to normalized run rate EBITDA ratio that exceeded the high performance level, with an actual net debt to normalized run rate EBITDA of 0.40x for 2024. The Company’s achievement with respect to each of these performance measures for 2024 NFFO, capital deployment level and leverage level reflected record performance for the Company. In addition, based on the Company’s accomplishments with respect to the sustainability initiatives required by the ESG Incentives described above, the SCR committee determined that each of the ESG Initiatives were met and the compensation committee determined that this performance metric was met at the high performance level with respect to the annual cash incentive award for our President and Chief Executive Officer. The following table illustrates the percentage value actually achieved for each performance metric based on our 2024 performance.

  43. Performance Measure Weighting

    | Total Annual Cash Incentive Award | Threshold % | Target % | High % | Super High % | Extraordinary % | Actual % | | David M. Sedgwick | 75 | 100 | 200 | 225 | 275 | 275 | | William M. Wagner | 65 | 100 | 175 | 200 | 250 | 250 | | James B. Callister | 65 | 100 | 175 | 200 | 250 | 250 |

  44. Performance Measure Weighting

    | Named Executive Officer | Actual Performance % | Target Bonus $ | Cash Incentive Award $ | | David M. Sedgwick | 275 | 1,242,000 | 3,415,500 | | William M. Wagner | 250 | 575,108 | 1,437,770 | | James B. Callister | 250 | 575,108 | 1,437,770 |

  45. Long-Term Equity Incentive Awards Granted in 2024

    Long-Term Equity Incentive Awards Granted in 2024 In General. The compensation committee believes that stock-based incentives align the interests of our named executive officers with the interests of our stockholders, and that the long-term compensation of the named executive officers should be linked to the value provided to our stockholders. Our stock-based incentives are structured in the form of full value stock awards payable in shares of our Common Stock that may increase or decrease in value over the multi-year vesting period. Our stock awards are designed to reward long-term performance and generally consist of an equal number of time- and performance-based vesting awards. We also use stock-based compensation as a retention tool. Because the stock awards generally vest over a multi-year period subject to continued employment with the Company (and subject to the achievement of the applicable performance-vesting conditions), these awards provide our executives with an ongoing incentive to continue their employment with the Company and to maximize stockholder value. We have not awarded stock options since our inception. Pursuant to our long-term incentive award program, we annually award each named executive officer a target grant date value of long-term equity awards that, in combination with their respective total target cash compensation, is set at a level with reference to between approximately the 50th to 75th percentile of total target direct compensation provided by our Peer Group companies to their similarly situated executives. The compensation committee approved increases in the target grant date value of the annual equity awards for 2024 (which were granted in late 2023 as described below) to adjust for approximate cost of living increases. In addition, for Messrs. Sedgwick and Callister, the target grant date value increases reflected additional increases to adjust the target grant date value levels closer to peer comparison levels for similarly situated executives following their prior promotions to President and Chief Executive Officer and Chief Investment Officer, respectively, to account for their additional years of experience in those positions. The annual equity awards granted under our long-term equity incentive award program are divided equally between time-based and performance-based awards. The time-based awards, which are awarded in the form of restricted stock, vest ratably over a three-year vesting period. The performance-based equity awards, which are awarded in the form of stock units, are eligible to cliff-vest at the end of a three-year performance period based on the Company’s TSR performance relative to a custom TSR peer group consisting of 16 other publicly traded healthcare REITs. We believe this is consistent with the practice at our Peer Group companies and will result in each named executive officer receiving a market-based long-term incentive opportunity each year.

  46. Long-Term Equity Incentive Awards Granted in 2024

    | CareTrust REIT, Inc. | 32 | 2025 Proxy Statement |

  47. Long-Term Equity Incentive Awards Granted in 2024

    As has been our practice since the equity grants made in December 2021, the compensation committee approves annual equity awards to our executive officers late in the fourth quarter of each calendar year. We believe making annual equity awards in the fourth quarter of each calendar year (instead of during the first quarter of each calendar year) better allows us to take our performance for the calendar year into account when determining the level of equity awards to be granted, while also ensuring that the applicable service period for those awards commences after their grant date. Performance-based TSR awards granted under our long-term equity award program entitle the executive to receive an additional credit of stock units having a value equal to the amount of the ordinary cash dividends paid on the shares of common stock underlying the award (i.e., dividend equivalents are reinvested in additional units). Any additional stock units credited as a dividend equivalent payment will not be paid unless they vest and are subject to the same performance-based vesting requirements as the stock unit awards to which they relate. The compensation committee believes that the structure of the performance-based TSR awards, which (1) cliff-vest at the end of three years, rather than being eligible to vest on an annual basis over the length of the performance period, (2) have a different performance metric (relative TSR) than any of the performance metrics used to measure performance for our annual cash incentive awards, and (3) become earned solely based on our TSR performance, creates a direct link between the value realized by our named executive officers and our stockholders. 2024 Annual Equity Awards. Consistent with the equity grant timing described above, the compensation committee approved annual equity awards for 2024 in December 2023. The time-based awards granted in December 2023 vest in three equal annual installments, that began January 31, 2025, subject to the named executive’s continued employment with the Company. The performance-based equity awards granted in December 2023 are eligible to cliff-vest at the end of a three-year performance period ending December 31, 2026 based on the Company’s TSR performance relative to a custom TSR peer group consisting of 14 other publicly traded healthcare REITs. The 2024 annual equity awards are intended as compensation to the named executive officers for 2024; however, because they were granted in December 2023, these 2024 annual equity awards were reported in the Summary Compensation Table as compensation to the named executive officers in 2023. 2025 Annual Equity Awards. Similar to the 2024 annual equity awards, the compensation committee approved annual equity awards for 2025 in December 2024. In making these awards, the compensation committee referred to information provided by Pearl Meyer with respect to the 2025 Peer Group as well as annual Nareit Compensation Survey information. The time-based awards granted in December 2024 vest in three equal annual installments beginning January 31, 2026, subject to the named executive’s continued employment with the Company. The performance-based equity awards granted in December 2024 will be eligible to cliff-vest at the end of a three-year performance period ending December 31, 2027 based on the Company’s TSR performance relative to a custom TSR peer group consisting of other publicly traded healthcare REITs. Although these 2025 annual equity awards are intended as compensation to the named executive officers for 2025, they are reported in the Summary Compensation Table as compensation to the named executive officers in 2024 because the grant date occurred in 2024. The relative TSR performance-based awards for 2024 (which were granted in December 2023) will vest based on our three-year TSR performance relative to the following publicly-traded REITs:

  48. Long-Term Equity Incentive Awards Granted in 2024

    | TSR Award Peer Companies | | | | Community Healthcare Trust, Inc. | LTC Properties, Inc. | Sabra Health Care REIT, Inc. | | Diversified Healthcare Trust, Inc. | Medical Properties Trust, Inc. | Universal Health Realty Income Trust | | Global Medical REIT, Inc. | National Health Investors, Inc. | Ventas, Inc. | | Healthcare Realty Trust Inc. | Omega Healthcare Investors, Inc. | Welltower, Inc. | | Healthpeak Properties, Inc. | Physicians Realty Trust* | |

  49. Long-Term Equity Incentive Awards Granted in 2024

    *In March 2024, Physicians Realty Trust was merged with Healthpeak Properties, Inc.

  50. Long-Term Equity Incentive Awards Granted in 2024

    | CareTrust REIT, Inc. | 33 | 2025 Proxy Statement |

  51. Long-Term Equity Incentive Awards Granted in 2024

    The relative TSR performance awards for 2025 (which were granted in December 2024) will vest based on our three-year TSR performance relative to the same TSR award peer group used for the December 2023 awards, except that American Healthcare REIT, Inc. has been added following the merger of Healthpeak Properties, Inc. and Physicians Realty Trust. We selected our TSR award peer group companies based on their similarity to the Company, taking into account their respective businesses and sources of revenue. While there is significant overlap between the TSR award peer group companies and the Peer Group companies described above, the two peer groups are not identical. This is because the compensation committee believes that the two peer groups are accomplishing different objectives. Many of the TSR award peer group companies have a larger or smaller market capitalization than the Company, which makes them inappropriate to use as peer companies for compensation comparison purposes. However, we believe company size plays a relatively small role in TSR, and that our TSR award peer group companies are valuable comparators to measure our TSR because of the similarity of business models and tenant pools. If the Company’s TSR for the three-year performance period compared to the TSRs of the peers for the same period is less than the 25th percentile (the threshold level), 0% of each named executive officers’ TSR awards will vest. If our relative TSR performance is at the 50th percentile (the target level), 100% of each named executive officer’s TSR awards will vest. If the Company achieves relative TSR performance at or above the 85th percentile (the maximum level), 200% of each named executive officer’s TSR awards will vest. For performance between target and the threshold and the high levels, the number of TSR awards that vest will be determined by linear interpolation. The performance vesting schedule for the TSR awards can be illustrated as follows:

  52. Long-Term Equity Incentive Awards Granted in 2024

    | Percentile vs. TSR Award Peers | Performance Level | TSR Awards Earned | | >85 | | 200% | | 85 | High/Max | 200% | | 50 | Target | 100% | | 25 | Threshold | 50% | | <25 | — | —% |

  53. Special Equity Awards for 2024 Performance

    Special Equity Awards for 2024 Performance In recognition of the record year and exceptional performance by our executive team in deploying more than $1.5 billion of capital for new investments, representing nearly five times more investments than any prior year, and while reaching a record low leverage level (based on 2024 average quarterly net debt to normalized run rate EBITDA) of 0.40x, in January 2025 the compensation committee approved a special restricted stock award to each of the Company’s executive officers having a grant date value equal to $1,242,000 for Mr. Sedgwick and $575,108 for each of Messrs. Wagner and Callister. Subject to continued employment by the executive, these special restricted stock awards vest on January 31, 2026. While these special equity awards are intended as compensation to the named executive officers for 2024, because they were granted in January 2025, the awards will be reported in the Summary Compensation Table as compensation to the named executive officers in 2025.

  54. Status of Performance-Based Vesting of Prior Long-Term Incentive Awards

    Status of Performance-Based Vesting of Prior Long-Term Incentive Awards 2022 TSR Equity Awards. The performance-based equity awards granted in December 2021 under the new long-term equity incentive award program in effect beginning in 2021 were eligible to cliff-vest at the end of a three-year performance period ended December 31, 2024 based on the Company’s TSR performance relative to a custom TSR peer group consisting of the same publicly traded healthcare REITs selected for the 2024 awards. The Company’s TSR for the three-year performance period of the awards was 49.12% and achieved a 72.69th percentile compared to the TSR peer group, which resulted in a payout percentage of 164.83%.

  55. Status of Performance-Based Vesting of Prior Long-Term Incentive Awards

    | CareTrust REIT, Inc. | 34 | 2025 Proxy Statement |

  56. Status of Performance-Based Vesting of Prior Long-Term Incentive Awards

    For more information on these TSR awards and the TSR equity awards that were granted to our named executive officers in each of 2021, 2022 and 2023 based on the prior year’s performance, see our proxy statement filed in those years.

  57. Severance Benefits

    Severance Benefits We believe that severance protections, particularly in the context of the uncertainty surrounding any potential change in control transaction, play a valuable role in attracting and retaining quality executive officers. Accordingly, we have entered into a change in control and severance agreement with each of our named executive officers (each, as amended, a “CIC and Severance Agreement”). We believe that the level of potential benefits helps us to retain our qualified executive team and is more consistent with the severance benefits provided by our Peer Group companies than our prior practice of providing no severance benefits to the named executive officers. As described in more detail below under the heading “Potential Payments Upon Termination or Change in Control,” pursuant to the CIC and Severance Agreement, each of the named executive officers is entitled to severance benefits in the event of a termination of employment by us without “cause” or by the executive for “good reason” (as those terms are defined in each executive’s CIC and Severance Agreement), with the level of severance benefits enhanced if such a termination of employment occurs upon or following a change in control of the Company. None of the severance benefits payable under the CIC and Severance Agreement is a “single trigger” benefit triggered by the occurrence of a change in control, and benefits under the CIC and Severance Agreement are only payable on a “double trigger” basis as a result of a qualifying termination of employment. Also as described in more detail below under the heading “Potential Payments Upon Termination or Change in Control,” the CIC and Severance Agreement also entitles each named executive officer to specified benefits if the executive’s employment is terminated as a result of an “authorized retirement” or due to the executive’s death or “disability” (as such terms are defined in each executive’s CIC and Severance Agreement). No named executive officer is entitled to receive a “gross-up” or similar payment for any excise taxes that may become payable in connection with a change in control pursuant to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), and, depending on what results in the best after-tax benefit for the executive, benefits may be “cut back” instead in such circumstances. In addition, under the terms of our stockholder-approved equity incentive plan, outstanding restricted stock or stock unit awards will be subject to accelerated vesting in connection with a change in control of the Company (with outstanding performance-based awards vesting at the targeted performance level). Please see the “Potential Payments Upon Termination or Change in Control” section below for additional details.

  58. Summary Compensation Table — 2022 — 2024

    Summary Compensation Table — 2022 — 2024 The following table sets forth certain information with respect to compensation for the years ended December 31, 2024, 2023 and 2022, earned by, awarded to or paid to our named executive officers.

  59. Summary Compensation Table — 2022 — 2024

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | David M. Sedgwick President and Chief Executive Officer | 2024 | 880,000 | — | 5,314,644 | 3,415,500 | 10,350 | 9,620,494 | | | 2023 | 800,000 | — | 2,788,376 | 1,832,030 | 9,900 | 5,430,306 | | | 2022 | 700,000 | — | 1,957,759 | 1,272,000 | 9,150 | 3,938,909 | | William M. Wagner Chief Financial Officer and Treasurer | 2024 | 575,108 | — | 1,839,171 | 1,437,770 | 10,350 | 3,862,399 | | | 2023 | 555,660 | — | 1,262,362 | 836,034 | 9,900 | 2,663,956 | | | 2022 | 529,200 | — | 1,267,451 | 686,902 | 9,150 | 2,492,703 | | James B. Callister Chief Investment Officer and Secretary(4) | 2024 | 529,500 | — | 1,716,314 | 1,437,770 | 10,350 | 3,693,934 | | | 2023 | 500,000 | — | 1,182,116 | 774,389 | 9,900 | 2,466,405 | | | 2022 | 465,000 | 348,750 | 1,151,664 | — | 9,150 | 1,974,564 |

  60. Summary Compensation Table — 2022 — 2024

    1.The amounts in this column represent the aggregate fair value of each award on its grant date, computed in accordance with Accounting Standards Codification (“ASC”) Topic 718. Please see footnote (2) to the Grants of Plan-Based Awards in 2024 table below and Note 9 to the Consolidated Financial Statements included in our 2024 Annual Report for a discussion of the assumptions used in determining the award values. Please also see “Compensation Discussion and Analysis — Material Elements of Compensation — Long-Term Equity Incentive Awards Granted in 2024” above for further information about these awards. 2.The amounts in this column for 2024 represent the cash bonus paid in 2025 under the annual incentive plan for 2024 based on the performance level achieved under the plan. See “Compensation Discussion and Analysis — Material Elements of Compensation — 2024 Annual Cash Incentive Awards” above. 3.The amounts in this column represent 401(k) plan Company matching contributions. 4.Mr. Callister became an executive officer in 2022 upon his appointment as Executive Vice President in July 2022 and was promoted to the position of Chief Investment Officer effective December 31, 2022.

  61. Summary Compensation Table — 2022 — 2024

    | CareTrust REIT, Inc. | 39 | 2025 Proxy Statement |

  62. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table sets forth certain information concerning the cash and equity incentive opportunities awarded to our named executive officers for 2024.

  63. Grants of Plan-Based Awards in 2024

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | David M. Sedgwick | N/A | 931,500 | 1,242,000 | 3,415,500 | — | — | — | — | — | | Time-Based Award | 12/18/2024 | — | — | — | — | — | — | 87,657 | 2,400,049 | | Performance-Based Award | 12/18/2024 | — | — | — | 43,829 | 87,657 | 175,314 | — | 2,914,595 | | William M. Wagner | N/A | 373,820 | 575,108 | 1,437,770 | — | — | — | — | — | | Time-Based Award | 12/18/2024 | — | — | — | — | — | — | 28,308 | 775,073 | | Performance-Based Award | 12/18/2024 | — | — | — | 14,154 | 28,308 | 56,616 | — | 1,064,098 | | James B. Callister | N/A | 373,820 | 575,108 | 1,437,770 | — | — | — | — | — | | Time-Based Award | 12/18/2024 | — | — | — | — | — | — | 28,308 | 775,073 | | Performance-Based Award | 12/18/2024 | — | — | — | 14,154 | 28,308 | 56,616 | — | 941,241 |

  64. Grants of Plan-Based Awards in 2024

    1.Represents the threshold, target and maximum award opportunities for performance-based cash awards payable for 2024 under our annual performance-based cash incentive award program. The actual cash incentive awards earned for 2024 are reflected in the “Summary Compensation Table — 2022 — 2024” above under the caption “Non-Equity Incentive Plan Compensation.” For a description of the material terms of the cash incentive plan awards reported in the table above, see “Compensation Discussion and Analysis — Material Elements of Compensation — 2024 Annual Cash Incentive Awards.” 2.The amounts in this column represent the aggregate fair value of each award on its grant date, computed in accordance with ASC Topic 718. We valued the time-based restricted stock awards granted on December 18, 2024 by multiplying the closing price of our Common Stock on that date ($27.38) by the number of shares of restricted stock awarded. We valued the performance-based restricted stock unit awards granted on December 18, 2024 by multiplying the number of performance-based stock units awarded by the fair value of the award as determined using a Monte Carlo simulation as further described in Note 9 to the Consolidated Financial Statements included in our 2024 Annual Report. For a description of the material terms of these restricted stock and stock unit awards, see “Compensation Discussion and Analysis — Material Elements of Compensation — Long-Term Equity Incentive Awards Granted in 2024.”

  65. Grants of Plan-Based Awards in 2024

    | CareTrust REIT, Inc. | 40 | 2025 Proxy Statement |

  66. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table sets forth certain information with respect to outstanding equity awards of our named executive officers as of December 31, 2024. As of December 31, 2024, the only outstanding equity awards granted to our named executive officers are restricted stock or stock unit awards.

  67. Outstanding Equity Awards at 2024 Fiscal Year End

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have NotVested ($)(4) | | David M. Sedgwick | 12/18/2024 | 87,657 | 2,371,122 | 87,657 | 2,371,122 | | | 12/15/2023 | 57,057 | 1,543,392 | 57,057 | 1,543,392 | | | 12/15/2022 | 28,780 | 778,499 | 43,170 | 1,167,749 | | | 12/15/2021 | 10,201 | 275,937 | — | — | | William M. Wagner | 12/18/2024 | 28,308 | 765,731 | 28,308 | 765,731 | | | 12/15/2023 | 23,742 | 642,221 | 23,742 | 642,221 | | | 12/15/2022 | 17,422 | 471,265 | 26,133 | 706,898 | | | 12/15/2021 | 7,690 | 208,015 | — | — | | James B. Callister | 12/18/2024 | 28,308 | 765,731 | 28,308 | 765,731 | | | 12/15/2023 | 24,189 | 654,312 | 24,189 | 654,312 | | | 12/15/2022 | 16,930 | 457,957 | 25,395 | 686,935 | | | 12/15/2021 | 8,334 | 225,435 | — | — |

  68. Outstanding Equity Awards at 2024 Fiscal Year End

    1.The remaining unvested portion of the restricted stock awards granted on December 15, 2021 vested on January 31, 2025. One-third of the restricted stock awards granted on December 15, 2022 vested on January 31, 2025 and the remaining unvested portion vests on January 31, 2026. One-third of the restricted stock awards granted on December 15, 2023 vested on January 31, 2025 and the remaining portions vest in equal installments on January 31, 2026 and 2027. The restricted stock awards granted on December 18, 2024 vest in three equal installments on January 31, 2026, 2027, and 2028. 2.Market value of unvested restricted stock is based on the closing price of our Common Stock of $27.05 as of December 31, 2024, which was the last trading day in 2024. 3.The restricted stock units granted on December 15, 2022 are scheduled to cliff vest on December 31, 2025 based on total shareholder return relative to a comparable set of other healthcare real estate investment trusts described in the Compensation Discussion and Analysis section above. The restricted stock units granted on December 15, 2023 are scheduled to cliff vest on December 31, 2026 based on total shareholder return relative to a comparable set of other healthcare real estate investment trusts described in the Compensation Discussion and Analysis section above. The restricted stock units granted on December 18, 2024 are scheduled to cliff vest on December 31, 2027 based on total shareholder return relative to a comparable set of other healthcare real estate investment trusts described in the Compensation Discussion and Analysis section above. In each case, the restricted stock units shown are based on the target level which is 100% of the original award. The actual amount that will vest can range from 0% to 200%. 4.Market value of unvested restricted stock or stock units is based on the closing price of our Common Stock of $27.05 as of December 31, 2024, which was the last trading day in 2024.

  69. Outstanding Equity Awards at 2024 Fiscal Year End

    | CareTrust REIT, Inc. | 41 | 2025 Proxy Statement |

  70. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table sets forth certain information with respect to restricted stock and unit awards held by our named executive officers that vested during 2024.

  71. Option Exercises and Stock Vested in 2024

    | | Stock Awards | | | Name | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | | David M. Sedgwick(2) | 101,753 | 2,492,463 | | William M. Wagner(2) | 80,907 | 1,967,473 | | James B. Callister | 16,798 | 351,582 |

  72. Option Exercises and Stock Vested in 2024

    1.The value realized on vesting is determined by multiplying the number of shares of restricted stock or units that vested by the per-share closing price of our Common Stock on the vesting date. The values reported do not represent the actual cash value realized by the named individual upon the vesting of shares to the extent such individual did not immediately sell the shares upon vesting. 2.Includes the following number of shares related to TSR awards that vested following a three-year performance period that ended December 31, 2024 based on the Company’s TSR performance relative to a custom TSR peer group during that period: Mr. Sedgwick (58,988 shares) and Mr. Wagner (44,468) shares.

  73. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following section describes the benefits that may become payable to the named executive officers in connection with a termination of their employment with us or a change in control of the Company. We do not have employment agreements with any of our named executive officers, so these benefits are generally provided under the CIC and Severance Agreement we have entered into with each of our named executive officers or under the terms governing outstanding equity-based awards.

  74. Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2024

    Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2024 The following table provides information concerning the potential termination or change in control payments that would have been made to each named executive officer under the circumstances described above. As prescribed by the SEC’s disclosure rules, in calculating the amount of any potential payments to the named executive officers, we have assumed that the applicable triggering event (i.e., termination of employment and/or change in control) occurred on December 31, 2024. In the following table, we use the term “involuntary termination” to refer to termination by us without cause or by the executive for good reason.

  75. Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2024

    | | Cash Severance ($) | Equity Acceleration Value ($)(1) | Health Benefits ($) | Total ($)(2) | | David M. Sedgwick | | | | | | Authorized Retirement | — | 10,051,212 | 80,552 | 10,131,764 | | Death or Disability | 1,242,000 | 10,051,212 | 53,702 | 11,346,914 | | Involuntary Termination (3) | 1,760,000 | — | 80,552 | 1,840,552 | | Involuntary Termination in Connection With Change in Control | 9,159,530 | 10,051,212 | 80,552 | 19,291,294 | | William M. Wagner | | | | | | Authorized Retirement | — | 4,202,082 | 80,552 | 4,282,634 | | Death or Disability | 575,108 | 4,202,082 | 53,702 | 4,830,892 | | Involuntary Termination (3) | 575,108 | — | 80,552 | 655,660 | | Involuntary Termination in Connection With Change in Control | 3,124,020 | 4,202,082 | 80,552 | 7,406,654 | | James B. Callister | | | | | | Authorized Retirement | — | 4,210,414 | 52,718 | 4,263,132 | | Death or Disability | 575,108 | 4,210,414 | 35,145 | 4,820,667 | | Involuntary Termination (3) | 529,500 | — | 52,718 | 582,218 | | Involuntary Termination in Connection With Change in Control | 2,766,273 | 4,210,414 | 52,718 | 7,029,405 |

  76. Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2024

    1.The equity acceleration value for each named executive officer is based upon the closing price of our Common Stock of $27.05 on December 31, 2024, which was the last trading day in 2024. For an authorized retirement, we have assumed that all outstanding performance-based restricted stock and units will vest at target.

  77. Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2024

    | CareTrust REIT, Inc. | 43 | 2025 Proxy Statement |

  78. Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2024

    2.We have assumed that no named executive officer’s severance benefits would be “cut back” under his CIC and Severance Agreement in order to obtain the greatest after-tax benefit after giving effect to the excise tax imposed under Section 4999 of the Code. The actual severance benefits payable to the named executive officers may be less than the reported amounts as a result of the application of this “cut-back.” 3.None of the named executive officers would have been entitled to an additional pro-rated bonus payment from us for a termination of employment occurring at the end of the 2024 calendar year, so the pro-rated bonus-based severance provisions contained in each executive’s CIC and Severance Agreement would not result in any additional severance amounts for a termination occurring at year end.

  79. Pay Ratio Disclosure

    Pay Ratio Disclosure Pursuant to the Exchange Act, we are required to disclose in this Proxy Statement the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all of our employees (excluding our Chief Executive Officer). Based on SEC rules for this disclosure, we have determined that our Chief Executive Officer’s total compensation for 2024 was $9,620,494, and the median of the total 2024 compensation of all of our employees (excluding our Chief Executive Officer) was $310,846. Accordingly, we estimate the ratio of our Chief Executive Officer’s total compensation for 2024 to the median of the total 2024 compensation of all of our employees (excluding our Chief Executive Officer) to be 30.95 to 1. We identified the median employee by taking into account the total gross wages as reported on Form W-2 paid in 2024 to all individuals, excluding our Chief Executive Officer, who were employed by us on December 31, 2024. We included all employees, whether employed on a full-time, part-time, or seasonal basis. We did not make any assumptions, adjustments or estimates with respect to their total cash compensation for 2024, although we did annualize the compensation for any permanent employees who were not employed by us for all of 2024. We believe gross wages for all employees is an appropriate measure because generally all employees are eligible to receive annual equity awards. Once the median employee was identified as described above, that employee’s annual total compensation for 2024 was determined using the same rules that apply to reporting the compensation of our named executive officers (including our Chief Executive Officer) in the “Total” column of the “Summary Compensation Table - 2022 - 2024” above. The total compensation amounts included in the first paragraph of this pay ratio disclosure were determined based on that methodology. We believe that the pay ratio disclosure presented above is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the pay ratio disclosure may not be comparable to the pay ratio reported by other REITs or other public companies.

  80. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure Pursuant to the Exchange Act, we are required to disclose in this Proxy Statement certain information comparing the total compensation of our Chief Executive Officer and the average total compensation of our other named executive officers, in each case both as reported in the Summary Compensation Table presented in this Proxy Statement and as “actually paid” to such named executive officers as determined pursuant to applicable SEC rules, to the Company’s performance as presented in the table below. In this discussion, our Chief Executive Officer in each applicable year is also referred to as our principal executive officer or “PEO”, and our other named executive officers in each applicable year are referred to as our “Non-PEO NEOs.” The calculations and analysis below do not necessarily reflect the Company’s approach to aligning compensation with performance. For information concerning the Company’s compensation philosophy and how our executive compensation program is designed to align compensation with performance, please see “Compensation Discussion and Analysis” above.

  81. Pay Versus Performance Disclosure

    | CareTrust REIT, Inc. | 44 | 2025 Proxy Statement |

  82. Pay Versus Performance Table

    Pay Versus Performance Table

  83. Pay Versus Performance Table

    | | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(2) | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | | | Total Stockholder Return ($)(4) | Peer Group Total Stockholder Return ($)(4) | Net Income (Loss) ($ in 000’s)(5) | NFFO Per Share ($)(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 9,620,494 | 12,084,961 | 3,778,167 | 4,917,515 | 169.91 | 123.47 | 125,080 | 1.50 | | 2023 | 5,430,306 | 6,850,721 | 2,565,181 | 3,246,204 | 134.60 | 113.54 | 53,735 | 1.41 | | 2022 | 3,938,909 | 2,915,967 | 1,511,853 | 483,338 | 105.83 | 99.82 | (7,506) | 1.49 | | 2021 | 6,727,006 | 7,030,740 | 4,340,601 | 4,579,656 | 122.62 | 132.23 | 71,982 | 1.49 | | 2020 | 3,709,949 | 4,312,813 | 1,709,846 | 1,950,822 | 113.67 | 92.43 | 80,867 | 1.38 |

  84. Pay Versus Performance Table

    1.The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Sedgwick for 2024, 2023 and 2022 and for Mr. Stapley, former Chief Executive Officer, for 2021 and 2020 in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation Tables — Summary Compensation Table — 2022-2024” for further detail on the total compensation paid to our named executive officers for the applicable years covered by the Summary Compensation Table. 2.The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” to our PEO and the average of our non-PEO NEOs in each applicable year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the compensation actually paid:

  85. Pay Versus Performance Table

    | | 2020 | | 2021 | | 2022 | | 2023 | | 2024 | | | Adjustments (a) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | | Reported Summary Compensation Table Total | 3,709,949 | 1,709,846 | 6,727,006 | 4,340,601 | 3,938,909 | 1,511,853 | 5,430,306 | 2,565,181 | 9,620,494 | 3,778,167 | | Deduction for Amounts Reported under “Stock Awards” Column in the Summary Compensation Table for Fiscal Year | (1,829,624) | (759,738) | (4,477,306) | (3,223,026) | (1,957,759) | (604,779) | (2,788,376) | (1,222,239) | (5,314,644) | (1,777,743) | | Increase at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 2,129,191 | 884,124 | 4,619,799 | 3,397,044 | 1,839,474 | 568,763 | 2,777,535 | 1,218,873 | 5,223,480 | 1,750,708 | | Increase for Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | — | — | — | — | — | — | — | — |

  86. Pay Versus Performance Table

    | CareTrust REIT, Inc. | 45 | 2025 Proxy Statement |

  87. Pay Versus Performance Table

    | | 2020 | | 2021 | | 2022 | | 2023 | | 2024 | | | Adjustments (a) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | 161,634 | 63,726 | 99,117 | 40,230 | (691,447) | (355,498) | 1,091,253 | 540,113 | 2,090,099 | 1,004,932 | | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 141,663 | 52,864 | 62,124 | 24,807 | (148,030) | (598,019) | 638,621 | 321,613 | 465,532 | 161,451 | | Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | — | (65,180) | (38,982) | (298,618) | (177,337) | — | — | | Increase Based on Dividends or Other Earnings Paid on Outstanding and Unvested Stock Awards | — | — | — | — | — | — | — | — | — | — | | Increase Based on Incremental Fair Value of Options/SARs Modified During Applicable Fiscal Year | — | — | — | — | — | — | — | — | — | — | | Increase for Service Cost and, If Applicable, Prior Service Cost for Pension Plans | — | — | — | — | — | — | — | — | — | — | | Compensation Actually Paid | $4,312,813 | $1,950,822 | $7,030,740 | $4,579,656 | $2,915,967 | $483,338 | $6,850,721 | $3,246,204 | $12,084,961 | $4,917,515 |

  88. Pay Versus Performance Table

    a.In making each of the adjustments, the “value” of a stock award is the fair value of the award on the applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions we then used to calculate the fair value of our equity awards for financial statement reporting purposes. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10-K each fiscal year and the footnotes to the Summary Compensation Table that appears in our annual Proxy Statement. 3.The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024 and 2023, William M. Wagner and James B. Callister, (ii) for

  89. Pay Versus Performance Table

    | CareTrust REIT, Inc. | 46 | 2025 Proxy Statement |

  90. Pay Versus Performance Table

    2022, Gregory K. Stapley, William M. Wagner, James B. Callister and Mark D. Lamb; and (iii) for 2021 and 2020, David M. Sedgwick, William M. Wagner and Mark D. Lamb. 4.Total stockholder return represents cumulative total stockholder return on a fixed investment of $100 in our common stock for the period beginning on the last trading day of 2019 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends before consideration of income taxes. Peer total stockholder return represents cumulative total stockholder return on a fixed investment of $100 in the MSCI U.S. Total Return Index (RMS) for the period beginning on the last trading day of 2019 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends before consideration of income taxes. 5.Represents our net income (loss) reported in our audited financial statements for the applicable year. 6.Represents our normalized funds from operations, or NFFO, per share. NFFO is an important supplemental measure not computed in accordance with GAAP. We define NFFO as FFO defined in accordance with Nareit’s definition (calculated as net income computed in accordance with GAAP, excluding gains or losses from real estate dispositions, real estate depreciation and amortization and impairment charges, and adjustments for unconsolidated partnerships and joint ventures), and adjusted for certain revenue and expense items that we do not believe are indicative of our ongoing operating results, such as provision for loan losses, provision for doubtful accounts and lease restructuring, effect of the senior unsecured notes payable redemption, recovery of previously reversed rent, lease termination revenue, accelerated amortization of stock-based compensation, non-routine transaction costs, loss on extinguishment of debt, extraordinary incentive plan payment, unrealized loss on other real estate related investments and property operating expenses.

  91. Description of Relationship Between Information Presented in Pay Versus Performance Table

    Description of Relationship Between Information Presented in Pay Versus Performance Table The following chart illustrates the Compensation Actually Paid for our PEO and the average Compensation Actually Paid for our Non-PEO NEOs as presented in the table above for each of the last five fiscal years against our total stockholder return and the total stockholder return for the RMS (each calculated as described above in footnote (4) of the table above) over that period of time.

  92. Description of Relationship Between Information Presented in Pay Versus Performance Table

    | CareTrust REIT, Inc. | 47 | 2025 Proxy Statement |

  93. Description of Relationship Between Information Presented in Pay Versus Performance Table

    The following chart illustrates the Compensation Actually Paid for our PEO and the average Compensation Actually Paid for our Non-PEO NEOs as reported in the table above for each of the last five fiscal years against our net income (loss) in each of those years. The following chart illustrates the Compensation Actually Paid for our PEO and the average Compensation Actually Paid for our Non-PEO NEOs as reported in the table above for each of the last five fiscal years against our NFFO in each of those years.

  94. Description of Relationship Between Information Presented in Pay Versus Performance Table

    | CareTrust REIT, Inc. | 48 | 2025 Proxy Statement |

  95. Director Compensation Program

    Director Compensation Program We provide cash and stock compensation to our non-employee directors for their services as directors or members of committees of the Board of Directors. Effective in April 2024, the Board of Directors approved an increase in the annual cash retainer and the annual stock compensation payable to Board members, as described below. We also reimburse our non-employee directors for their reasonable expenses incurred in attending meetings of our Board of Directors and committees of the Board of Directors. Each member of our Board of Directors who is not our employee is entitled to receive an annual cash retainer for their service on our Board of Directors and its committees. The cash retainers payable for 2024 were as follows: •$80,000 per year for service as a Board member; •$25,000 per year for service as chairperson of the audit committee; •$20,000 per year for service as chairperson of the compensation committee; •$20,000 per year for service as chairperson of the nominating and corporate governance committee; and •$20,000 per year for service as chairperson of the SCR committee. Further, the Chair of the Board receives an additional annual cash retainer of $100,000 per year for service as non-executive Chair of the Board. Each member of our Board may elect to have his or her fees that would otherwise be paid in cash converted into an award of restricted stock (subject to a one-year vesting requirement). In addition, pursuant to the Non-Employee Director Compensation Policy, our non-employee directors are entitled to receive annual, non-discretionary grants of restricted stock awards, with a grant date value that increased to $130,000 commencing with our 2024 annual meeting of stockholders. These awards are generally granted on the date of our annual meeting of stockholders and vest in full on the earlier of the first anniversary of the grant date or the date of the following year’s annual meeting of stockholders, subject to the non-employee director’s continued service as a director through the vesting date. The number of shares of restricted stock subject to the 2024 award was determined by dividing $130,000 by the per-share closing price (in regular trading) of our Common Stock on the date of grant, rounded up to the nearest whole share.

  96. 2024 Director Compensation Table

    2024 Director Compensation Table The following table sets forth the compensation paid to our non-employee directors for the year ended December 31, 2024.

  97. 2024 Director Compensation Table

    | Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | | Diana M. Laing(3) | 200,000 | 130,000 | 330,000 | | Anne Olson | 100,000 | 130,000 | 230,000 | | Spencer G. Plumb | 100,000 | 130,000 | 230,000 | | Careina D. Williams | 105,000 | 130,000 | 235,000 |

  98. 2024 Director Compensation Table

    1.The compensation paid to Mr. Sedgwick, the Company’s President and Chief Executive Officer is not included in this table because Mr. Sedgwick was an employee of the Company during his respective service as a director and received no additional compensation for service as director. Mr. Sedgwick’s compensation is disclosed in the “Summary Compensation Table — 2022 — 2024” above. 2.The amounts in this column represent the aggregate fair value of each annual equity award on its grant date, computed in accordance with ASC Topic 718. We valued the stock awards as of the grant date by multiplying the closing price of our Common Stock on that date by the number of shares of stock awarded. As of December 31, 2024, each of our non-employee directors held the following number of unvested restricted stock awards:

  99. 2024 Director Compensation Table

    | Name | Number of Unvested Restricted Stock Awards (#) | | Diana M. Laing | 5,428 | | Anne Olson | 5,428 | | Spencer G. Plumb | 5,428 | | Careina D. Williams | 5,428 |

  100. 2024 Director Compensation Table

    3.Ms. Laing serves as our non-executive Chair of the Board.

  101. 2024 Director Compensation Table

    | CareTrust REIT, Inc. | 51 | 2025 Proxy Statement |

  102. 2024 Director Compensation Table

    Equity Compensation Plan Information We currently maintain one equity compensation plan: The CareTrust REIT, Inc. and CTR Partnership, L.P. Incentive Award Plan (the “Plan”). The Plan provides for the granting of stock-based compensation, including stock options, restricted stock, performance awards, restricted stock units and other incentive awards to officers, employees and directors in connection with their employment with or services provided to the Company. The following table sets forth the number of shares of Common Stock subject to outstanding awards under the Plan and the number of shares remaining available for future award grants under the Plan as of December 31, 2024. Except for TSR awards granted in the form of stock units, the only outstanding equity awards under the Plan as of December 31, 2024 are restricted stock awards, which are not considered outstanding equity awards under the Plan for purposes of the table below.

  103. 2024 Director Compensation Table

    | Plan Category | Number of shares of Common Stock to be issued upon exercise of outstanding options, warrants and rights (#) | Weighted-average exercise price of outstanding options, warrants and rights ($) | Number of shares of Common Stock remaining available for future issuance under equity compensation plans (excluding shares reflected in the first column) (#) | | Equity compensation plans approved by stockholders | 343,959(1) | N/A | 3,254,149(2) | | Equity compensation plans not approved by stockholders | N/A | N/A | N/A | | Total | 343,959 | N/A | 3,254,149 |

  104. 2024 Director Compensation Table

    1.Represents performance-based TSR awards at the target performance level. 2.Of the aggregate number of shares that remained available for future issuance, all were available under the Plan and may be used for any type of award authorized under the Plan.

  105. 2024 Director Compensation Table

    | CareTrust REIT, Inc. | 52 | 2025 Proxy Statement |

  106. 2024 Director Compensation Table

    Proposal Two Advisory Approval of Named Executive Officer Compensation In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act) and the related compensation disclosure rules of the SEC, we are asking our stockholders to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement. As described in detail under the heading “Compensation Discussion and Analysis,” we seek to closely align the interests of our named executive officers with the interests of our stockholders and to foster a pay-for-performance culture. Our compensation programs are designed to reward our named executive officers for the achievement of the Company’s corporate strategies, business objectives and the creation of long-term value for stockholders, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the overall compensation of our named executive officers, as described in this Proxy Statement. The vote is advisory, which means that the vote is not binding on the Company, our Board of Directors or the compensation committee of the Board of Directors. Although the vote is non-binding, the compensation committee will consider the voting results when it evaluates whether any changes should be made to the Company’s compensation program. Accordingly, we ask our stockholders to approve the following resolution at the Annual Meeting: “RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure in this Proxy Statement.” We intend to provide our stockholders with an opportunity to approve the compensation of the Company’s named executive officers each year at the annual meeting of stockholders. It is expected that the next vote to approve the compensation of the Company’s named executive officers will be held at our 2026 annual meeting of stockholders.