DEF 14A of CareTrust REIT, Inc.
Filed Mar 13, 2026 · FY20250001628280-26-017386
James B. Callister
| | PAGE | | Option Exercises And Stock Vested In 2025 | 48 | | Potential Payments Upon Termination Or Change In Control | 48 | | Pay Ratio Disclosure | 50 | | Pay Versus Performance Disclosure | 51 | | Director Compensation | 56 | | Equity Compensation Plan Information | 58 | | Proposal 2: Advisory Approval Of Named Executive Officer Compensation | 59 | | Independent Registered Public Accounting Firm | 60 | | Proposal 3: Ratification Of Appointment Of Independent Registered Public Accounting Firm | 61 | | Audit Committee Report | 62 | | Security Ownership Of Certain Beneficial Owners And Management | 63 | | Certain Relationships And Related Party Transactions | 65 | | Stockholder Proposals And Director Nominations For 2027 Annual Meeting Of Stockholders | 66 | | Other Matters | 67 | | Delivery Of Documents To Stockholders Sharing An Address | 67 | | Available Information | 68 | | Appendix A — Reconciliation Of Non-GAAP Financial Measures | A-1 |
Director Since: 2019
Director Since: 2019 Qualifications: –Commercial Real Estate –Mergers & Acquisitions –Executive Leadership –Capital Allocation –Public Capital Markets –Financial Reporting Literacy –Talent, Culture and Compensation Diana M. Laing has served as a member of our Board of Directors since 2019, as Chair of the Board since June 2022, and as our lead independent director from January 2022 to 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 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 Alexander & Baldwin, Inc. (NYSE:ALEX) and 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.
Director Since: 2019
| CARETRUST REIT, INC. | 2026 PROXY STATEMENT | 9 |
Director Since: 2019
| PROPOSAL 1: ELECTION OF DIRECTORS | TABLE OF CONTENTS |
Director Since: 2019
Anne Olson
Age: 49
Age: 49
Director Since: 2022
Director Since: 2022 Qualifications: –Commercial Real Estate –Executive Leadership –Capital Allocation –Public Capital Markets –Financial Reporting Literacy –Talent, Culture and Compensation Anne Olson has served as a member of our Board of Directors since 2022. Ms. Olson currently serves as Chief Executive Officer and Trustee of Centerspace (NYSE:CSR), a multifamily-focused real estate investment trust. She joined Centerspace in April 2017 and had served as the company’s Chief Operating Officer since June 2018 where she led operations, asset management, technology, legal and internal audit functions. Since joining Centerspace, Ms. Olson has overseen more than $800 million of dispositions and the expansion of Centerspace’s market presence in the Mountain West. Prior to joining Centerspace, Ms. Olson had been in the private practice of law, most recently as a Partner in Dorsey & Whitney LLP’s Real Estate Practice Group, where she focused on development and investment real estate for publicly traded registered REITs, including Centerspace, as well as private equity funds and national developers and owners. Prior to 2011, Ms. Olson served as Director of Investment Operations and in-house counsel for Welsh Companies, LLC and its affiliates, including providing leadership in the growth of its asset portfolio and development of a successful capital markets strategy. Ms. Olson holds a B.A. in English from Drake University and earned her J.D. with highest honors 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. Spencer G. Plumb
Age: 51
Age: 51
Director Since: 2017
Director Since: 2017 Qualifications: –Commercial Real Estate –Mergers & Acquisitions –Executive Leadership –Capital Allocation –Public Capital Markets –Financial Reporting Literacy –Talent, Culture and Compensation 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.
Director Since: 2017
| 10 | 2026 PROXY STATEMENT | CARETRUST REIT, INC. |
Director Since: 2017
| TABLE OF CONTENTS | PROPOSAL 1: ELECTION OF DIRECTORS |
Director Since: 2017
David M. Sedgwick
Age: 50
Age: 50
Director Since: 2022
Director Since: 2022 Qualifications: –Healthcare –Commercial Real Estate –Mergers & Acquisitions –Executive Leadership –Capital Allocation –Public Capital Markets –Financial Reporting Literacy –Talent, Culture and Compensation 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 has led the company through its international M&A expansion into the U.K. and addition of its Senior Housing Operation Portfolio (“SHOP”) platform. Mr. Sedgwick has been with the Company since its inception in 2014, having also 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. During his time at CareTrust, he has both led and been instrumental in the Company’s performance across core areas of the Company’s operations and strategy including new investments, asset management, and capital markets. Mr. Sedgwick serves as a member of the Nareit Advisory Board of Governors and as a member of the University of Southern California’s Tavakoli Center for Real Estate Advisory Board. Prior to joining CareTrust, Mr. Sedgwick served in several key leadership roles at The Ensign Group, Inc. (Nasdaq: ENSG) from 2001 to 2014, including facility CEO (operating 5 properties in 3 states), Cluster Leader, President of Doctors Express (an urgent care division), and President of Facility Services & Chief Human Capital Officer. Mr. Sedgwick has been a licensed nursing home administrator since 2001 and holds a B.S. 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 that qualify him to serve on our Board of Directors.
Director Since: 2022
| CARETRUST REIT, INC. | 2026 PROXY STATEMENT | 11 |
Director Since: 2022
| PROPOSAL 1: ELECTION OF DIRECTORS | TABLE OF CONTENTS |
Director Since: 2022
Gregory K. Stapley
Age: 66
Age: 66
Director Since: 2026
Director Since: 2026 Qualifications: –Healthcare –Commercial Real Estate –Mergers & Acquisitions –Executive Leadership –Capital Allocation –Public Capital Markets –Financial Reporting Literacy –Talent, Culture and Compensation Gregory K. Stapley is standing for election for the first time at the Annual Meeting after rejoining the Board of Directors. He previously served as a member of our Board of Directors from CareTrust REIT’s formation in 2013 until June 2022. Mr. Stapley has also served as our Executive Chairman from January 2022 to June 2022, Chairman from 2014 to January 2022, President from our formation in 2013 until February 2021 and Chief Executive Officer from our formation until January 2022, when he retired to accept a three-year voluntary assignment overseeing daily operations of a mission for The Church of Jesus Christ of Latter-day Saints in Mexico. Prior to founding CareTrust REIT, he served as Executive Vice President and Secretary of The Ensign Group, Inc. (“Ensign”), where he was instrumental in assembling the real estate portfolio that became CareTrust REIT’s initial asset base at the time CareTrust REIT became an independent company in 2014. A co-founder of Ensign, he also served as Ensign’s Vice President, General Counsel and Assistant Secretary beginning shortly after Ensign’s founding in 1999. Mr. Stapley previously served as General Counsel for the Sedgwick Companies, an Orange County-based manufacturer, wholesaler and retailer with 192 retail outlets across the United States. Prior to that, Mr. Stapley was an equity member of the Phoenix law firm of Jennings, Strouss & Salmon PLC, where his practice emphasized real estate transactions and government relations. Mr. Stapley is Mr. Sedgwick’s brother-in-law. Mr. Stapley brings to the Board extensive management experience, critical knowledge of our properties and key tenants, substantial industry contacts and knowledge and understanding of the healthcare business in general.
Director Since: 2026
| 12 | 2026 PROXY STATEMENT | CARETRUST REIT, INC. |
Director Since: 2026
| TABLE OF CONTENTS | PROPOSAL 1: ELECTION OF DIRECTORS |
Director Since: 2026
Careina D. Williams
Age: 50
Age: 50
Director Since: 2022
Director Since: 2022 Qualifications: –Commercial Real Estate –Executive Leadership –Capital Allocation –Public Capital Markets –Financial Reporting Literacy –Talent, Culture and Compensation 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 Member 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.
Director Since: 2022
| Vote | Our Board of Directors recommends that the stockholders vote FOR the election of each of the six director nominees listed above. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR each such director nominee. |
Director Since: 2022
| CARETRUST REIT, INC. | 2026 PROXY STATEMENT | 13 |
Director Since: 2022
Corporate Governance Director Independence Our Board of Directors has affirmatively determined that a supermajority of the members of our Board of Directors (Diana M. Laing, Anne Olson, Spencer G. Plumb and Careina D. Williams) do not have any material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) and that each such director is an independent director under the applicable rules of The New York Stock Exchange (“NYSE”). In this Proxy Statement, the aforementioned directors are referred to as our “Independent Directors.” Our Board of Directors has determined that neither Mr. Sedgwick nor Mr. Stapley qualify as independent directors under the applicable NYSE listing rules. Our Independent Directors, together with Mr. Stapley, are referred to in this Proxy Statement as our “Non-Employee Directors.” Board Leadership Structure The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chair of the Board, as the Board believes it is in the best interests of the Company to make that determination based upon the position and direction of the Company and the membership of the Board. The Board currently separates the roles of Chief Executive Officer and Chair of the Board. Ms. Laing, who previously served as the Company’s lead independent director, became our independent Chair of the Board in June 2022, a position she has held since that time. The Board believes that having a separate Chief Executive Officer and an independent Board Chair at this time allows Mr. Sedgwick to focus on the operations of our business while the Chair can focus her attention on leading the Board in its responsibilities. Our Board of Directors acknowledges that no single leadership model is right for all companies at all times. As such, our Board periodically reviews its leadership structure and may, depending on the circumstances, choose a different leadership structure in the future. Board Role in Risk Oversight Our Board of Directors is responsible for overseeing the Company’s management of risk. The Board strives to effectively oversee the Company’s enterprise-wide risk management in a way that balances managing risks while enhancing the long-term value of the Company for the benefit of the stockholders. The Board of Directors understands that its focus on effective risk oversight is critical to setting the Company’s tone and culture towards effective risk management. To administer its oversight function, the Board seeks to understand the Company’s risk philosophy by having discussions with management to establish a mutual understanding of the Company’s overall appetite for risk. Our Board of Directors maintains an active dialogue with management about existing risk management processes and how management identifies, assesses and manages the Company’s most significant risk exposures. Our Board expects frequent updates from management about the Company’s most significant risks so as to enable it to evaluate whether management is responding appropriately. Our Board relies on each of its committees to help oversee the risk management responsibilities relating to the functions performed by such committees. Our audit committee is responsible for overseeing our overall risk assessment and risk management program as well as the Company’s major financial risk exposures. The audit committee reviews at least annually our enterprise risks and related risk management program, including the steps management has taken to monitor and control risk exposure. As further described in Part I, Item 1C of our Annual Report, our audit committee also oversees cybersecurity matters and steps taken by management to manage cybersecurity-related risks. Our nominating and corporate governance committee oversees risks relating to the Company’s corporate compliance programs and assists the Board and management in promoting an organizational culture
Director Since: 2022
| 14 | 2026 PROXY STATEMENT | CARETRUST REIT, INC. |
Director Since: 2022
| TABLE OF CONTENTS | CORPORATE GOVERNANCE |
Director Since: 2022
that encourages commitment to ethical conduct and a commitment to compliance with the law. As further described below, our compensation committee oversees risks related to our compensation programs and also considers the Company’s human capital management through its oversight of our Company’s corporate culture, succession planning and senior leadership development. Our sustainability and corporate responsibility committee (the “SCR committee”) oversees climate-related risks and opportunities, as well as risks relating to the Company’s sustainability and corporate responsibility policies and initiatives. Each of these committees is required to make regular reports of its actions and any recommendations to the Board, including recommendations to assist the Board with its overall risk oversight function. Our Board of Directors believes that the processes it has established to administer the Board’s risk oversight function would be effective under a variety of leadership frameworks and therefore do not have a material effect on our leadership structure described under “— Board Leadership Structure” above. Compensation Risk Assessment. The compensation committee identifies and considers risks related to our compensation policies and practices, including during its review and approval of our executive compensation program. Our compensation programs are designed to reward our named executive officers and other employees 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 compensation committee has concluded that the current compensation program does not encourage inappropriate or excessive risk-taking. In making its determination, the compensation committee has considered the overall compensation structure and the following compensation program risk-mitigating factors: (i) each named executive officer’s direct compensation under our executive compensation program consists primarily of a fixed base salary, an annual incentive bonus opportunity and long-term equity incentive awards; (ii) annual incentive bonuses are balanced with long-term equity incentives, which are generally subject to a multi-year vesting schedule; (iii) performance measures are tied to a range of conditions that are not solely dependent on stock price; (iv) performance goals are in tension with each other in order to balance risk; (v) comparative compensation data is reviewed to maintain competitive compensation levels in light of industry, size and performance; (vi) equity awards do not provide minimum guaranteed payouts; (vii) equity awards (particularly short-term incentives) have capped payouts; (viii) stock ownership guidelines are in place to help ensure that executives have significant value tied to performance; (ix) the Board has adopted a clawback policy that provides for recovery of erroneously awarded incentive compensation; and (x) the Company maintains strong internal financial controls that are designed to avoid erroneously awarding compensation. Meetings and Attendance During the year ended December 31, 2025, our Board of Directors held seven meetings. Each member of the Board during 2025 attended 100 percent of the aggregate of all meetings of our Board and meetings of our Board committees on which he or she served during the period that he or she served in fiscal 2025. In addition, the Non-Employee Directors regularly meet in executive sessions at which only Non-Employee Directors are present. These executive sessions, which are chaired by our independent Chair of the Board, Ms. Laing, are held multiple times during the year and generally in conjunction with our regularly scheduled meetings of the Board of Directors. Although we do not have a formal policy regarding attendance by members of our Board of Directors at our annual meeting of stockholders, we encourage our directors to attend. All of our directors attended the 2025 annual meeting of stockholders.
Director Since: 2022
| CARETRUST REIT, INC. | 2026 PROXY STATEMENT | 15 |
Director Since: 2022
| CORPORATE GOVERNANCE | TABLE OF CONTENTS |
Director Since: 2022
Committees of the Board of Directors Our Board of Directors has an audit committee, a compensation committee, a nominating and corporate governance committee and a sustainability and corporate responsibility committee. Each such committee has a written charter, a copy of which is posted on our website at www.caretrustreit.com under the Investors — Governance section. Each of our Board committees meets, at times, without management present. The following table presents the composition of the committees of our Board of Directors as of the date of this Proxy Statement and the number of meetings held by each committee in 2025:
Director Since: 2022
| Director | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Sustainability & Corporate Responsibility Committee | | Diana M. Laing | | ● | ● | Chair | | Anne Olson | ● | | Chair | ● | | Spencer G. Plumb | ● | Chair | ● | | | Careina D. Williams | Chair | ● | | ● | | David M. Sedgwick | | | | | | Gregory K. Stapley | | | | | | Total Meetings in 2025 | 4 | 7 | 4 | 3 |
Director Since: 2022
Audit Committee. All members of the audit committee meet the independence requirements set forth by the SEC and the NYSE listing standards. Each member of our audit committee is financially literate in accordance with the NYSE listing standards. Our Board of Directors has determined that each of Mses. Olson and Williams and Mr. Plumb qualify as an “audit committee financial expert” as that term is defined in the rules and regulations established by the SEC. This designation is a disclosure requirement of the SEC related to the experience and understanding of each of Mses. Olson and Williams and Mr. Plumb with respect to certain accounting and auditing matters. The designation does not impose on these directors any duties, obligations or liability that are greater than those generally imposed as a member of our audit committee and our Board of Directors, and such designation as an audit committee financial expert pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of our audit committee or Board of Directors. The primary functions of this committee include, among other things, to: •be responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm; •review and approve in advance all permitted audit and non-audit engagements and relationships between us and our independent registered public accounting firm; •evaluate our independent registered public accounting firm’s qualifications, independence and performance; •review and discuss with our independent registered public accounting firm their audit plan, including the timing and scope of audit activities; •discuss with our management and our independent registered public accounting firm the results of our annual audit and the review of our quarterly consolidated financial statements; •review our critical accounting policies and practices; •review the adequacy and effectiveness of our accounting and internal control policies and procedures; •review with our management any significant deficiencies and material weaknesses in the design and operation of our internal controls;
Director Since: 2022
| 16 | 2026 PROXY STATEMENT | CARETRUST REIT, INC. |
Director Since: 2022
| TABLE OF CONTENTS | CORPORATE GOVERNANCE |
Director Since: 2022
•review with our management any fraud that involves management or other employees who have a significant role in our internal control over financial reporting; •oversee cybersecurity matters, including assisting our Board of Directors in fulfilling its enterprise risk oversight responsibility by periodically assessing and recommending appropriate responses to cybersecurity-related risks; •establish procedures for the receipt, retention and treatment of complaints regarding internal accounting controls or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters; •review on an ongoing basis and approve or disapprove related party transactions; and •prepare the audit committee report required by the rules of the SEC to be included in our annual proxy statement. Representatives of our independent registered public accounting firm and our internal financial personnel regularly meet privately with and have unrestricted access to the audit committee. Compensation Committee. All members of the compensation committee meet the independence requirements set forth by the NYSE listing standards. Each member of the compensation committee is a “non-employee director” (within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). The primary functions of this committee include, among other things, to: •review executive compensation plans in light of the Company’s goals and objectives with respect to such plans, and adopt new, or amend existing, executive compensation plans as appropriate; •evaluate the performance of our Chief Executive Officer and other executive officers; •review and approve the compensation of our executive officers, including salary and bonus awards; •review and make recommendations to the Board regarding compensation to directors for service on the Board and its committees; •administer our various employee benefit and equity incentive programs and approve the grant of equity awards to our employees (or establish parameters for the grant of equity awards by an equity awards committee designated by our Board of Directors, which is currently comprised of one director, Mr. Sedgwick, to approve the grant of equity awards to employees of the Company who are not officers for purposes of Section 16 of the Exchange Act); •administer the Company’s policy regarding the recoupment of certain compensation payments, which we refer to as our “clawback” policy; •review and discuss with management our Compensation Discussion and Analysis and recommend to the Board whether the Compensation Discussion and Analysis should be included in the annual proxy statement or annual report, as applicable; and •prepare an annual report on executive compensation for inclusion in our proxy statement. The compensation committee may delegate any or all of its responsibilities to a subcommittee consisting of at least two members to the extent consistent with the Company’s Articles of Amendment and Restatement (as so amended, the “Charter”) and Bylaws, applicable law and the rules and regulations of the NYSE. The compensation committee has no current intention to delegate any of its other responsibilities to a subcommittee. The compensation committee may confer with the Board in determining the compensation for the Chief Executive Officer. In determining compensation for executive officers other than the Chief Executive Officer, the compensation committee considers, among other things, the recommendations of the Chief Executive Officer.
Director Since: 2022
| CARETRUST REIT, INC. | 2026 PROXY STATEMENT | 17 |
Director Since: 2022
| CORPORATE GOVERNANCE | TABLE OF CONTENTS |
Director Since: 2022
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 and director compensation or in carrying out its other responsibilities. The compensation committee retains a compensation consultant to advise the committee with respect to the executive compensation program and, prior to 2024, the compensation committee generally did so on a biannual basis. Since 2024, the compensation committee has engaged a compensation consultant annually. In 2024, the compensation committee re-engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its compensation consultant to provide advice and analysis on executive compensation and director compensation matters, including competitive market data, trends and best practices. The results of this review informed the compensation committee’s compensation decisions for 2025, including to help inform the equity awards granted to the executive officers in December 2024 as well as changes to the long-term incentive award program for 2025 following the committee’s consideration of the outcome of the advisory vote on the compensation of our named executive officers (also known as the “say-on-pay vote”) at the Company’s 2025 annual meeting of stockholders as discussed in the “Compensation Discussion and Analysis” section below. As discussed under “Compensation Discussion and Analysis — Role of the Compensation Consultant” below, the compensation committee has assessed the independence of Pearl Meyer and has concluded that its engagement of Pearl Meyer does not raise any conflict of interest with the Company. Nominating and Corporate Governance Committee. The primary responsibilities of the nominating and corporate governance committee are to, among other things: •assist in identifying, recruiting and, if appropriate, interviewing candidates qualified to become members of our Board of Directors, consistent with criteria approved by our Board of Directors and the nominating and corporate governance committee; •recommend to our Board of Directors individuals qualified to serve as directors and on committees of our Board of Directors; •advise our Board of Directors with respect to Board composition, procedures and committees; •recommend to our Board of Directors certain corporate governance matters and practices; and •conduct an annual self-evaluation of our Board of Directors. Sustainability & Corporate Responsibility Committee. The primary responsibilities of the SCR committee are to, among other things: •work with management to create and recommend policies relating to our sustainability and corporate responsibility philosophies and initiatives for approval by our Board of Directors; •to the extent our employee incentive plans for senior management include targets relating to our sustainability and corporate responsibility initiatives, assist the compensation committee in setting and administering any sustainability and corporate responsibility components of our executive incentive compensation plans; •review our public sustainability and corporate responsibility communication plans and any reports to be issued in connection with our sustainability and corporate responsibility initiatives; •as requested by the nominating and corporate governance committee, review and make recommendations to our Board of Directors with respect to stockholder proposals relating to sustainability and corporate responsibility matters; and •assist our Board of Directors in fulfilling its enterprise risk oversight responsibility by periodically assessing and recommending appropriate responses to risks relating to sustainability and corporate responsibility matters, including oversight of climate-related risks and opportunities.
Director Since: 2022
| 18 | 2026 PROXY STATEMENT | CARETRUST REIT, INC. |
Director Since: 2022
| TABLE OF CONTENTS | CORPORATE GOVERNANCE |
Director Since: 2022
The Company’s Director Nomination Process As indicated above, our nominating and corporate governance committee is responsible for overseeing the director nomination process. This committee is responsible for assisting the Board of Directors in establishing minimum qualifications for director nominees, including the qualities and skills that members of our Board of Directors are expected to possess. Under our nominating and corporate governance committee charter, which is available on our website at www.caretrustreit.com under the Investors - Governance section, these criteria include the candidate’s knowledge, experience, skills and expertise. Our nominating and corporate governance committee oversees the process to identify and evaluate individuals qualified to become members of our Board of Directors. Our nominating and corporate governance committee makes recommendations to our Board of Directors regarding the selection of director nominees for the election at the next annual meeting of stockholders, or to fill vacancies on our Board of Directors occurring between annual meetings of our stockholders. We believe it is important to have an appropriate mix of backgrounds, skills, perspectives and experiences for the optimal functionality of the Board of Directors. Three members of our Board of Directors, including our Chair of the Board, are female (Mses. Laing, Olson and Williams), representing 50% of the members of our Board and more than 60% of our Non-Employee Directors. In addition, one of our directors, Ms. Williams, self-identifies as African American. In addition to Ms. Laing’s service as Chair of the Board, each of these Board members serves in a leadership role on our Board of Directors as Chair of one of our Board committees, with Ms. Laing serving as Chair of the sustainability & corporate responsibility committee, Ms. Olson serving as Chair of the nominating and corporate governance committee and Ms. Williams serving as Chair of the audit committee. Our nominating and corporate governance committee charter requires that the nominating and corporate governance committee consider each candidate’s background and qualifications, including knowledge, ability, judgment, skills and experience, in the context of the needs and current make-up of the Board of Directors when evaluating director nominees. The Board of Directors believes it is important for the Board of Directors to collectively possess relevant operational or other leadership in the healthcare or commercial real estate sectors, executive leadership experience in publicly-traded companies or other large, complex organizations, and finance and strategic planning experience related to capital allocation, mergers and acquisitions, especially in the healthcare and real estate industries, capital markets experience and experience managing or overseeing an organization’s talent, culture and compensation. These considerations help the Board of Directors as a whole to have the appropriate mix of skills and experiences for the optimal functioning of the Board of Directors in its oversight of our Company. As part of its periodic self-assessment process, the nominating and corporate governance committee annually reviews and evaluates its performance, as well as the overall composition of the Board of Directors and the criteria that it uses for selecting nominees in light of the specific skills and characteristics necessary for the optimal functioning of the Board of Directors in its oversight of our Company. The nominating and corporate governance committee will consider candidates for election or appointment to the Board recommended by stockholders. If a stockholder wishes to recommend a director candidate, the recommendation should be submitted in writing to the Chair, nominating and corporate governance committee, care of the Secretary of the Company, together with information about the stockholder and the candidate otherwise required for director nominations by a stockholder pursuant to Section 11 of Article II of our Bylaws, a copy of which will be made available upon request. The nominating and corporate governance committee may request additional information concerning the director candidate as it deems reasonably required to determine the eligibility and qualification of the director candidate to serve as a member of the Board of Directors. Stockholders recommending candidates for consideration by our Board of Directors in connection with the next annual meeting of stockholders should submit their written recommendation no later than January 1 of the year of that meeting. All recommendations will be brought to the attention of the nominating and corporate governance committee, and the nominating and corporate governance committee shall evaluate such director nominees in accordance with the same criteria applicable to the evaluation of all director nominees.
Director Since: 2022
| CARETRUST REIT, INC. | 2026 PROXY STATEMENT | 19 |
Director Since: 2022
| CORPORATE GOVERNANCE | TABLE OF CONTENTS |
Director Since: 2022
Stockholders who wish to nominate a person for election as a director in connection with an annual meeting of stockholders (as opposed to making a recommendation to the nominating and corporate governance committee as described above) must deliver written notice to our Secretary in the manner described in Section 11 of Article II of our Bylaws and within the time periods set forth at the end of this Proxy Statement under the section “Stockholder Proposals and Director Nominations for 2027 Annual Meeting of Stockholders.” Communications with Directors Stockholders and other interested parties who would like to send communications to our Board, our Chair of the Board, any Board committee or our Non-Employee Directors or Independent Directors as a group may do so by submitting such communications to our Secretary at CareTrust REIT, Inc., 24901 Dana Point Harbor Dr, Suite A200, Dana Point, California 92629. The name of any specific intended Board recipients should be clearly noted in the communication. We suggest, but do not require, that such submissions include the name and contact information of the stockholder or other individual making the submission and a description of the matter that is the subject of the communication. Communications are distributed to the Board, or to any individual directors as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, our Board of Directors requests that certain items which are unrelated to the duties and responsibilities of the Board be excluded. The Secretary will not forward to the Board of Directors junk mail, job inquiries, business solicitations, offensive or otherwise inappropriate materials. Corporate Governance Guidelines We have adopted and approved corporate governance guidelines. We last updated our corporate governance guidelines in October 2025. The current corporate governance guidelines are available at our website at www.caretrustreit.com under “Governance Documents” in the Investors — Governance section of the website. In general, the corporate governance guidelines address Board composition and selection, director qualification standards, director responsibilities, director orientation and continuing education, director compensation, director access to management, employees and independent advisors, director interaction with investors, analysts and press, the role of the Board in planning management succession, and the annual performance evaluation of the Board and its committees. Code of Business Conduct and Ethics We have adopted a code of business conduct and ethics that applies to all employees, including employees of our subsidiaries, as well as each member of our Board of Directors. We last updated our code of business conduct and ethics in November 2023 to more closely align its provisions with our continuing commitment to sustainability and corporate responsibility. The current code of business conduct and ethics is available at our website at www.caretrustreit.com under “Governance Documents” in the Investors — Governance section of the website. We intend to satisfy any disclosure required under applicable rules of the SEC or NYSE regarding an amendment to, or waiver from, a provision of this code of business conduct and ethics by posting such information on our website, at the address specified above.
Director Since: 2022
| 20 | 2026 PROXY STATEMENT | CARETRUST REIT, INC. |
Director Since: 2022
| TABLE OF CONTENTS | CORPORATE GOVERNANCE |
Director Since: 2022
Insider Trading Policies and Procedures We have adopted an insider trading policy governing, among other things, purchases, sales, and other dispositions involving our securities by our directors, officers, and employees. We believe our insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations and the NYSE listing standards. Our insider trading policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Because our insider trading policies and procedures are designed to address transactions in the Company’s securities by our directors, officers, and employees, we do not have formal insider trading policies or procedures that govern our purchase of the Company’s securities. Board and Director Evaluation Process Pursuant to the charter of the nominating and corporate governance committee, the nominating and corporate governance committee oversees an annual evaluation of the performance of the Board, including each committee of the Board. The evaluation process is designed to assess the overall effectiveness of the Board and its committees and to identify opportunities for improving Board and Board committee operations, processes and performance. Succession Planning The compensation committee is responsible for reviewing and making recommendations to the Board for executive officer development and retention and corporate succession plans for the Chief Executive Officer. The compensation committee also periodically works with appropriate members of management to review the Company’s general management succession plans. In performing these functions, the Chief Executive Officer makes available to the compensation committee his recommendations and evaluations of potential successors, along with his review of any development plans recommended for such individuals.
Director Since: 2022
| CARETRUST REIT, INC. | 2026 PROXY STATEMENT | 21 |
Director Since: 2022
Corporate Social Responsibility and Sustainability We believe that sustainable development practices and consistent attention to social and governance priorities will help enhance long-term value for stockholders. In addition, our Board of Directors recognizes the importance of our sustainability initiatives and the need to provide effective oversight of those initiatives. In support of these initiatives, in 2020, our Board established the SCR committee, a committee of the Board comprised solely of Independent Directors, and we also established an internal environmental, social and governance steering committee (“ESG steering committee”), which is made up of a representative group of our employees. Our ESG steering committee is an internal, multi-disciplinary body formed to support the Company’s on-going commitment to the environmental, health and safety, corporate social responsibility, corporate governance, sustainability, and other public policy matters relevant to the Company (collectively, “ESG Matters”). The ESG steering committee, among other things, assists the Company’s senior management in setting the Company’s general strategy related to ESG Matters and develops, proposes, implements and monitors initiatives and policies at the Company based on that strategy. Members of the ESG steering committee report regularly to the SCR committee of our Board of Directors. For more information on the SCR committee and its role in overseeing the ESG Matters, see “Corporate Governance — Committees of the Board of Directors.” In 2025, we published our fifth annual Corporate Sustainability Report (our “2024 Corporate Sustainability Report”) as part of our ongoing commitment to provide regular reporting on our environmental, social and governance priorities. Our 2024 Corporate Sustainability Report outlines our high priority initiatives and goals for our company and our property portfolio. In our 2024 Corporate Sustainability Report, we included a Global Reporting Initiative (“GRI”) Index in reference to the GRI Standards as well as a Task Force on Climate-Related Financial Disclosures (“TCFD”) index to further align with applicable global standards for sustainability reporting. We have also codified many of our existing sustainability practices and philosophies by adopting a set of policies and programs that address concerns such as human rights and environmental sustainability. A summary of these policies is provided below. In addition, copies of these policies and our 2024 Corporate Sustainability Report are posted on our website at www.caretrustreit.com under the Investors — Governance and Corporate Responsibility sections. •Environmental, Social & Governance Policy. This policy sets forth, among other things, our commitment to reducing the environmental risks from our buildings and our business operations, our commitment to advancing these priorities through our incentive compensation plans and our operational and social and governance best practices. •Policy on Human Rights & Responsibilities. We are committed to the dignity and rights of all people, especially those whose lives may be impacted by our properties and business activities. Our Policy on Human Rights and Responsibilities addresses, among other things, child labor, forced labor, the basic dignity of each resident and patient at our facilities, occupational health and safety, discrimination and the compensation and promotion of our employees. •Policy on Human Capital. Our employees are at the heart of our Company and we are committed to their health, professional development and workplace satisfaction. Our core philosophies and policies in this regard, which are outlined in our Policy on Human Capital, relate to, among other things, our workforce and our commitment to maintaining a workplace free of unlawful discrimination, competitive compensation and benefits for our employees, and our commitment to employee retention, training, engagement and satisfaction.
Director Since: 2022
| 22 | 2026 PROXY STATEMENT | CARETRUST REIT, INC. |
Director Since: 2022
| TABLE OF CONTENTS | CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY |
Director Since: 2022
•Policy on Environmental Sustainability. We strive in our corporate offices, and encourage the operators of our net-leased properties, to more efficiently use resources and avoid or reduce practices that carry environmental risks or negative impacts. As part of our Policy on Environmental Sustainability, we have implemented several corporate office initiatives to promote environmental sustainability. •Tenant Code of Conduct & Corporate Responsibility. Our Tenant Code of Conduct & Corporate Responsibility (the “Tenant Code”) aims to assist our triple-net tenants in maintaining, renovating, developing and operating their facilities in a manner consistent with generally accepted standards of sound governance. The Tenant Code establishes our Tenant ESG Program and provides our eligible triple-net tenants with monetary inducements to make sustainable improvements to our properties. Incentive options include a wide variety of opportunities for tenants to upgrade everything from energy and environmental systems to water-saving landscaping and more. We have allocated up to $500,000 to fund the Tenant ESG Program. As disclosed in our 2024 Corporate Sustainability Report, we tracked $145,383 in environmental improvements at our properties during the year ended December 31, 2024. •Vendor Code of Conduct & Business Ethics. We expect our partners, suppliers and vendors, as well as their employees, agents and subcontractors, to comply with our Vendor Code of Conduct & Business Ethics (the “Vendor Code”). Our Vendor Code addresses, among other topics, confidentiality and data protection, human rights and labor standards, health and safety, fair competition and other business practices.
Director Since: 2022
| CARETRUST REIT, INC. | 2026 PROXY STATEMENT | 23 |
Director Since: 2022
Executive Officers The following table presents information regarding our current executive officers. The information is current as of the date of this Proxy Statement:
Director Since: 2022
| Name | Age | Position | | David M. Sedgwick | 50 | President and Chief Executive Officer | | Derek Bunker* | 38 | Chief Financial Officer and Treasurer | | James B. Callister | 50 | Chief Investment Officer and Secretary |
Director Since: 2022
*Mr. Bunker was appointed as our Chief Financial Officer effective January 1, 2026, succeeding William M. Wagner who retired as our Chief Financial Officer and Treasurer effective December 31, 2025. Information on the business background of David M. Sedgwick is set forth under “Proposal 1: Election of Directors.” Derek Bunker has served as our Chief Financial Officer and Treasurer since January 2026. Mr. Bunker served as our Senior Vice President of Strategy and Investor Relations from June 2025 to December 2025 after serving as a consultant to the Company from January 2025 to June 2025 to assist with the Company’s acquisition of Care REIT, plc. From December 2023 until he joined the Company, Mr. Bunker ran a post-acute healthcare consultancy and independent sponsor. From October 2019 to December 2022, he served as Chief Investment Officer, Executive Vice President and Secretary of The Pennant Group. Prior to that, he served as Vice President, Acquisitions and Business Legal Affairs at The Ensign Group from June 2015 to October 2019 and previously worked as an attorney at Latham & Watkins LLP, focusing on various finance, corporate governance, securities and transaction matters. Mr. Bunker received a J.D. from the University of Virginia School of Law and a B.A. in Philosophy from Brigham Young University. James B. Callister has served as our Chief Investment Officer and Secretary since December 31, 2022 and served as our Executive Vice President and Secretary since July 2022. He previously served as our General Counsel and Secretary from February 2021 to July 2022. Prior to joining the Company, Mr. Callister worked as a real estate attorney and a partner at the law firm of Sherry Meyerhoff Hanson & Crance LLP and, before that, the law firm of O’Melveny & Myers LLP. Since 2008, he has worked almost exclusively on healthcare REIT transactions, closing on acquisitions or financings of over 300 skilled nursing, seniors housing, and independent living facilities on transactions involving the investment of over $2.5B across 35 states. Mr. Callister has assisted in the structuring, negotiating and closing of all of CareTrust’s acquisitions since its formation as a REIT. As an attorney, Mr. Callister worked for nearly 20 years in private practice representing and advising clients in a diverse array of real estate transactions. Mr. Callister’s transactions-based legal experience has focused on the representation of publicly-traded REITs in the acquisition, disposition, leasing, and financing of healthcare-related properties. Mr. Callister holds a B.A. in History from Brigham Young University and a J.D. from the J. Reuben Clark Law School at Brigham Young University, where he graduated magna cum laude.
Director Since: 2022
| 24 | 2026 PROXY STATEMENT | CARETRUST REIT, INC. |
Director Since: 2022
Compensation Discussion and Analysis This Compensation Discussion and Analysis (“CD&A”) describes the material elements of the Company’s named executive officer compensation program and analyzes the compensation decisions made for our executive officers included in the Summary Compensation Table below (the “named executive officers”). 2025 Named Executive Officers Our named executive officers for 2025 were:
Director Since: 2022
| David M. Sedgwick | President and Chief Executive Officer, who we also refer to as the “CEO” | | William M. Wagner* | Former Chief Financial Officer and Treasurer, who we also refer to as the “CFO” | | James B. Callister | Chief Investment Officer and Secretary, who we also refer to as the “CIO” |
Director Since: 2022
*On September 19, 2025, Mr. Wagner announced his retirement as Chief Financial Officer and Treasurer of the Company, effective December 31, 2025. On September 22, 2025, the Board of Directors appointed Derek Bunker to succeed Mr. Wagner as Chief Financial Officer and Treasurer of the Company effective as of January 1, 2026. Executive Summary
Elements of Compensation
| | Element | Purpose | Key Features | | FIXED | Base Salary | Provide market-competitive base pay to attract and retain top talent | •Reviewed periodically based on the executive’s role, responsibilities, performance, current compensation, and competitive market data from our Compensation Peer Group and published compensation surveys | | AT-RISK | Annual Cash Incentives (“STI awards”) | Focus executive officers on achieving annual financial and strategic goals that align with the Company’s business strategy and drive long-term results | •Aligned to measurable financial and strategic metrics: NFFO/share, capital deployment, and net debt/normalized run-rate EBITDA •Standardized weightings across CEO, CFO, and CIO to promote team execution •Provides a maximum payout opportunity that requires disciplined investment decisions and successful strategic acquisitions •Maximum total STI awards capped at 300% of target, plus additional up to 10% opportunity for CEO for achieving ESG goals | | | Long-Term Equity Incentives (“LTI awards”) | Provides incentives for executive officers to execute on longer-term financial/strategic goals that drive stockholder value creation, and supports the Company’s talent retention objectives | •Primarily performance-based equity, focused on relative TSR •Capped payouts if absolute TSR is negative — reinforcing stockholder alignment •Provides for “Outperformance Grants” in recognition of value-accretive capital deployment and strategic transaction success, delivered entirely in PRSUs that must be re-earned based on three-year relative TSR performance •85th percentile three-year TSR required to achieve maximum payout on all PRSUs |
The Decision-Making Process
The Decision-Making Process Role of the Compensation Committee. Pursuant to its charter, which is available on our website at www.caretrustreit.com under the Investors — Governance section, the compensation committee oversees the executive compensation program for the named executive officers. The compensation committee annually evaluates the performance of each of the named executive officers and determines compensation levels based on its performance evaluation. The compensation committee also, among other things, approves our executive compensation plans and policies, and is responsible for administering our equity incentive plan, with authority to approve award grants under the plan. Each element of our executive compensation program was unanimously approved by the compensation committee. All compensation committee members are independent under applicable NYSE rules. Role of Management. In performing its duties, the compensation committee may consider the recommendations of our Chief Executive Officer when determining the compensation of the other named executive officers. None of our named executive officers is a member of our compensation committee and they do not participate in committee deliberations regarding executive compensation. The Chief Executive Officer does not participate in the compensation committee’s decisions regarding his own compensation. Role of the Independent 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 engaged Pearl Meyer as its independent compensation consultant for the purpose of informing executive compensation decisions with respect to 2025. Pearl Meyer reports directly to the compensation committee and provides advice and analysis on executive and director compensation matters, including competitive market data, trends, and best practices. Pearl Meyer does not provide any other services to the Company, and the compensation committee has determined that Pearl Meyer is independent and that its work does not raise any conflicts of interest under applicable SEC rules and NYSE listing standards. Role of Peer Companies. The compensation committee regularly assesses the market competitiveness of CareTrust’s executive compensation program using data from a carefully-selected group of comparator companies (the “Compensation Peer Group”). The compensation committee reviews and determines the composition of the peer group on an annual or bi-annual basis, with input from its independent compensation consultant, Pearl Meyer. In its review, the compensation committee references publicly disclosed compensation data in combination with published survey data, where available. This blended approach provides a robust view of competitive pay practices and helps the compensation committee evaluate both market compensation levels and program governance. The Compensation Peer Group is used as one reference point in evaluating the competitiveness of CareTrust’s executive compensation program. In aggregate, the peer group is intended to reflect companies that are broadly comparable in size, scope, and business dynamics. This helps ensure that annual target total compensation levels are assessed relative to organizations that compete with CareTrust for executive talent and face similar strategic and operational challenges within the REIT sector. Specifically, the compensation committee uses the following components and criteria when determining the Compensation Peer Group for companies in our industry:
The Decision-Making Process
| Component | Criteria | | Size and Sector Focus | Peer companies were selected based on broadly comparable market capitalizations and asset bases, which the compensation committee views as better indicators of executive scope and responsibility than revenue on its own. The group is weighted toward healthcare REITs, supplemented by select retail, diversified, and specialized REITs to provide a balanced perspective. | | Business Model | The peer group includes both triple-net (NNN) lease REITs and RIDEA (also referred to as SHOP) REITs (structures in which the REIT both owns the asset and participates in operating income). Because RIDEA structures consolidate operating revenues while NNN REITs recognize primarily rental income, reported revenues can differ significantly even for companies with comparable asset bases. |
The Decision-Making Process
Our current Compensation Peer Group reflects the compensation committee’s commitment to ensure that CareTrust’s executive pay is evaluated against a robust and balanced set of comparable companies. In determining the companies in the current peer group, the compensation committee considered CareTrust’s significant growth trajectory, the evolving competitive landscape among healthcare and specialized REITs, and the importance of aligning compensation assessments with organizations of similar scale, asset base, and complexity. The compensation committee includes NNN REITs in our Compensation Peer Group, including healthcare REITs with senior housing operating portfolios held in RIDEA structures. The compensation committee believes market capitalization, asset base, margins, and total stockholder returns provide more meaningful indicators of executive scope and responsibility than revenue alone, given financial reporting differences across REIT structures. Specifically, our current Compensation Peer Group, listed below, reflects CareTrust’s continued growth and scale by incorporating larger, more directly comparable healthcare REITs (i.e., Healthpeak Properties, Inc., American Healthcare REIT, Inc., and NNN REIT, Inc.) and removing companies that are smaller in scale or less aligned with CareTrust’s healthcare-focused investment model (i.e., Community Healthcare Trust Incorporated, Getty Realty Corp., Pebblebrook Hotel Trust, and Retail Opportunity Investments Corp.). In addition, the compensation committee designated National Health Investors, Inc., Sila Realty Trust, Inc., and Ventas, Inc. as reference peers. These companies provide valuable context for compensation comparisons given their scale and position in the healthcare REIT sector but are excluded from the composite benchmarks used for pay level analysis.
Annual Cash Incentives
Annual Cash Incentives Annual cash incentives are an important component of CareTrust’s executive compensation program. They are designed to motivate and reward executives for achieving financial and strategic results that advance the Company’s long-term business strategy, while aligning compensation with the interests of our stockholders. Awards are performance-based, with payouts determined by achievement against pre-established objectives. Annual Target Award Opportunities. Annual incentive target opportunities are expressed as a dollar value and are established by the compensation committee after reviewing market data for comparable healthcare REITs, individual roles and responsibilities, and each executive’s expected contributions to CareTrust’s growth strategy. Actual awards may range from zero to 300% of target. Target award opportunities for 2025 are summarized in the table below:
Annual Cash Incentives
| Named Executive Officer | Target Award ($) | | David M. Sedgwick | 2,500,000 | | William M. Wagner | 900,000 | | James B. Callister | 900,000 |
Annual Cash Incentives
| 34 | 2026 PROXY STATEMENT | CARETRUST REIT, INC. |
Annual Cash Incentives
| TABLE OF CONTENTS | COMPENSATION DISCUSSION AND ANALYSIS |
Annual Cash Incentives
The compensation committee approved increases to Messrs. Sedgwick’s, Wagner’s, and Callister’s 2025 target award opportunities to $2,500,000, $900,000, and $900,000 in 2025, respectively. These adjustments were part of the committee’s planned strategy to make incremental changes to compensation levels over the past three years to support continued alignment with competitive market levels for similarly situated executives and to reflect the executives’ expanded responsibilities and contributions during a period of significant Company growth and sustained exceptional performance. In the case of Mr. Sedgwick, the committee approved a larger adjustment to reflect his increased tenure and scope as CEO and to further align his target compensation opportunity with market levels. Performance Metrics. Annual incentives are designed to reward sustainable performance, support disciplined execution of the Company’s strategy, and align leadership’s interests with those of CareTrust’s stockholders. Annual incentives emphasize pay-for-performance through measurable financial and strategic metrics, with standardized weightings across the named executive officers beginning in 2025 to promote team execution. Performance is assessed against clearly defined goals for NFFO per share, capital deployment, and average quarter-end net debt to normalized run-rate EBITDA, as defined below, which reflect profitability, disciplined growth, and balance sheet strength. Goals balance near-term operational excellence with long-term value creation, and incorporate an outperformance opportunity for exceptional capital deployment results, which, as explained above, serves as the foundation for CareTrust’s long-term growth. For 2025, the compensation committee established performance goals requiring meaningful earnings growth, substantial capital deployment, and continued balance sheet discipline. The NFFO per share target of $1.7268 represented approximately 15% growth over 2024 actual NFFO per share of $1.4993, with threshold performance also requiring double-digit earnings growth. Capital deployment goals reflect the episodic and opportunity-driven nature of external growth in the healthcare REIT sector. Accordingly, goals were calibrated to the size, quality, and timing of the Company’s forward-looking acquisition pipeline and required execution of accretive investments at meaningful scale within a disciplined underwriting framework. Leverage goals of average net debt to normalized run-rate EBITDA reinforced the expectation that growth would be achieved while maintaining balance sheet strength and financial flexibility.
Annual Cash Incentives
| Performance Metric | Weight | Definition | Why It’s Important | | NFFO per share | 40% | Normalized funds from operations (“NFFO”) per share adjusts Nareit-defined FFO to exclude certain items not considered indicative of ongoing results. | Reflects CareTrust’s core operating performance and directly ties incentive opportunities to profitability and returns generated for stockholders. | | Capital Deployment | 40% | Total value of new investments closed during the year, including acquisitions and strategic M&A transactions. | Demonstrates CareTrust’s ability to execute its growth strategy, expand operator relationships, and prudently allocate capital to enhance long-term stockholder value. | | Average 2025 Quarter-End Net Debt to Normalized Run-Rate EBITDA | 20% | Ratio calculated at each quarter end measuring net debt relative to normalized run-rate EBITDA | Highlights leverage profile and reinforces disciplined capital management to ensure growth is balanced with maintaining a strong balance sheet and access to capital. |
Annual Cash Incentives
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Annual Cash Incentives
| COMPENSATION DISCUSSION AND ANALYSIS | TABLE OF CONTENTS |
Annual Cash Incentives
The following table summarizes the performance metrics and goals established by the compensation committee for 2025, with payouts determined based on achievement relative to these goals and calculated using linear interpolation between performance levels.
Annual Cash Incentives
| Performance Metric | Weight | Threshold | Target | High | Super | | NFFO per share | 40% | $1.6809 | $1.7268 | $1.7591 | $— | | Capital Deployment | 40% | $250M | $500M | $750M | $1.5B | | | | | | | (incl. strategic M&A) | | Average 2025 Quarter-End Net Debt to Normalized Run-Rate EBITDA (which we also refer to as leverage) | 20% | 4.0x | 3.5x | 3.0x | — | | Payout (as a % of Target): | | 50% | 100% | 200% | 300% |
Annual Cash Incentives
Payouts for NFFO per share and leverage are capped at 200% of target. Achievement of “High” NFFO and leverage combined with “Super” capital deployment (inclusive of a strategic M&A transaction) results in a maximum payout of 300% of target. In addition to the performance metrics above, and to reinforce CareTrust’s commitment to corporate responsibility and sustainable business practices, the CEO may earn up to an additional 10% of target based on ESG objectives established annually by the SCR committee. The ESG incentive goals for Mr. Sedgwick for 2025 were as follows:
Annual Cash Incentives
| Performance Level | Focus Area | Actions Required | | Threshold | Climate Risk Management Resiliency | •Integrate climate risk and resiliency considerations into the acquisition process. •Complete physical climate risk assessments for 2025 acquisitions where such assessments were not previously conducted. •Share climate risk assessment results for 2025 acquisitions with tenants and distribute surveys to communicate applicable resiliency strategies and collect information on tenant emergency preparedness and resilience measures for properties identified as facing elevated physical climate risk. | | Target | Governance Improvement | •Achieve all Threshold requirements •Revise CareTrust’s ESG Policy to reflect updated initiatives, progress to date, and governance oversight of material ESG focus areas. | | High | Tenant Engagement on Resource Consumption | •Achieve all Target requirements. •Analyze 2025 tenant energy, water, and waste management data. •Identify the top 20 most resource-intensive properties in each category and provide tenants with tailored recommendations to support resource reduction strategies. |
Annual Cash Incentives
| 36 | 2026 PROXY STATEMENT | CARETRUST REIT, INC. |
Annual Cash Incentives
| TABLE OF CONTENTS | COMPENSATION DISCUSSION AND ANALYSIS |
Annual Cash Incentives
2025 Performance and Award Payout Results. In January 2026, the compensation committee assessed performance and determined the following actual results were achieved for 2025:
Annual Cash Incentives
| Performance Metric | Weight | Performance Level | | | | Results | | | | | Threshold | Target | High | Super | Actual Results | Performance Achievement | | NFFO per share | 40% | $1.6809 | $1.7268 | $1.7591 | — | $1.7602 | High | | Capital Deployment | 40% | $250M | $500M | $750M | $1.5B (incl. strategic M&A) | $1,764 million | Super | | Average 2025 Quarter-End Net Debt to Normalized Run-Rate EBITDA | 20% | 4.0x | 3.5x | 3.0x | — | 0.89x | High | | Final Achievement | | | | | | | 300% |
Annual Cash Incentives
In addition, based on the Company’s accomplishments with respect to the sustainability initiatives required by the ESG Incentives described above, the SCR committee determined that each of the ESG Initiatives were achieved at the “High” performance level. Based on the results above, the actual annual incentive awards paid to the named executive officers for 2025 performance were as follows:
Annual Cash Incentives
| | Target Award ($) | Final Performance Achievement (as a % of Target) | 2025 Actual ($) | | David M. Sedgwick(1) | 2,500,000 | 310 | 7,750,000 | | William M. Wagner | 900,000 | 300 | 2,700,000 | | James B. Callister | 900,000 | 300 | 2,700,000 |
Annual Cash Incentives
1.Reflects an additional 10% of target earned based on achieving the ESG Incentives at the “High” performance level.
Long-Term Equity Incentives
Long-Term Equity Incentives Long-term equity incentive awards (“LTI awards”) are a central element of executive compensation, designed to directly link pay outcomes with long-term stockholder value creation. For 2025, Base Annual Grants are structured with 50% performance-based restricted stock units (PRSUs) and 50% time-based restricted stock, balancing rigorous performance alignment with leadership continuity.
Long-Term Equity Incentives
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Long-Term Equity Incentives
| COMPENSATION DISCUSSION AND ANALYSIS | TABLE OF CONTENTS |
Long-Term Equity Incentives
As part of this structure, beginning for 2025 executives may also earn an Outperformance Grant, which is directly tied to value-accretive capital deployment and strategic transaction success that materially exceed expectations. Outperformance Grants are delivered, if earned, in 100% PRSUs. They then must be re-earned based on three-year relative TSR performance, further strengthening the connection between realized compensation and sustainable results for stockholders. As described above, the addition of an Outperformance Grant to the long-term equity incentive award program reflects the committee’s preferred and deliberate use of a pre-established incentive design to provide opportunities for exceptional results.
2025 LTI Equity Awards At-a-Glance
2025 LTI Equity Awards At-a-Glance
2025 LTI Equity Awards At-a-Glance
| Award Component (Grant Timing) | Award Type (Weighting) | Performance Requirements | Award Values | | 2025 Base Grant (granted Dec. 2024) | PRSUs (50%) | •Tied 100% to relative TSR for three years (1/1/25-12/31/27) •85th percentile three-year TSR required to achieve maximum payout •Capped if absolute TSR is negative, even if relative TSR is strong •Cliff vests after three years | CEO: $2,400,000 CFO/CIO: $775,000 | | | Time-Based Restricted Stock (50%) | •Vests 1/3 per year over three years | CEO: $2,400,000 CFO/CIO: $775,000 | | 2025 Outperformance Grant (granted Jan. 2026, if earned) | PRSUs (100%) If granted, must be re-earned based on relative TSR for three years (1/1/26-12/31/28) | •>$750M in capital deployment inclusive of a strategic M&A transaction | CEO: $3,000,000 CFO/CIO: $1,000,000 | | | | •$1.5B to $2.5B in capital deployment inclusive of a strategic M&A transaction | CEO: Interpolated from $0 to $1,500,000 CFO/CIO: Interpolated from $0 to $500,000 |
2025 LTI Equity Awards At-a-Glance
A Closer Look at 2025 Base Annual Grant PRSUs. PRSUs 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 the following publicly traded healthcare REITs: American Healthcare REIT, Inc., Community Healthcare Trust, Inc., Diversified Healthcare Trust, Inc., Global Medical REIT, Inc., Healthcare Realty Trust Inc., Healthpeak Properties, Inc., LTC Properties, Inc., Medical Properties Trust, Inc., National Health Investors, Inc., Omega Healthcare Investors, Inc., Sabra Health Care REIT, Inc., Universal Health Realty Income Trust, Ventas, Inc., and Welltower, Inc. If TSR performance relative to the custom TSR peer group for the three-year period falls below the 25th percentile of the peer group, none of the PRSUs will vest. At the 50th percentile, awards vest at target (100% of the grant). At or above the 85th percentile, awards vest at the maximum level (200% of the grant).
2025 LTI Equity Awards At-a-Glance
| Relative TSR Percentile | Performance Level | Payout (% of Target) | | ≥ 85th | Maximum | 200% | | 50th | Target | 100% | | 25th | Threshold | 50% | | < 25th | Below Threshold | —% |
2025 LTI Equity Awards At-a-Glance
For results between threshold, target, and maximum, payouts are determined on a straight-line interpolated basis.
2025 LTI Equity Awards At-a-Glance
| 38 | 2026 PROXY STATEMENT | CARETRUST REIT, INC. |
2025 LTI Equity Awards At-a-Glance
| TABLE OF CONTENTS | COMPENSATION DISCUSSION AND ANALYSIS |
2025 LTI Equity Awards At-a-Glance
2025 Outperformance Grant. In January 2026, the compensation committee determined that, based on CareTrust’s 2025 achievement of $1,764 million of capital deployment inclusive of a strategic M&A transaction, Messrs. Sedgwick and Callister each earned their initial Outperformance Grant based on the performance requirements (see “2025 LTI Equity Awards At-a-Glance” outlined above). Mr. Wagner did not receive an Outperformance Grant due to his retirement as our Chief Financial Officer effective December 31, 2025. These awards must be re-earned based on a three-year relative TSR performance condition, measured from January 1, 2026 through December 31, 2028, and will cliff vest at the end of the performance period only to the extent the relative TSR goals are achieved. The custom TSR peer group for the 2025 Outperformance Grant is the same as the 2025 Base Annual Grant, except for the addition of Sila Realty Trust, Inc. Like the 2025 Base Annual Grant, if TSR performance relative to the custom TSR peer group for the three-year period falls below the 25th percentile of the peer group, no portion of the Outperformance Grant will vest. At the 50th percentile, awards vest at target (100% of the grant). At or above the 85th percentile, awards vest at the maximum level (200% of the grant). See “A Closer Look at 2025 Base Annual Grant” above. 2025 LTI Equity Grant Values. The table below shows the target LTI equity award values granted for 2025 performance for each of the NEOs.
2025 LTI Equity Awards At-a-Glance
| | 2025 Base Annual Grant | | 2025 Outperformance Grant(2) ($) | Total ($) | | | Time-based Restricted Stock(1) ($) | PRSUs(1) ($) | | | | David M. Sedgwick | 2,400,000 | 2,400,000 | 3,396,043 | 8,196,043 | | William M. Wagner | 775,000 | 775,000 | — | 1,550,000 | | James B. Callister | 775,000 | 775,000 | 1,132,014 | 2,682,014 |
2025 LTI Equity Awards At-a-Glance
1.The amounts shown represent the target award values for the 2025 Base Annual Grant approved by the compensation committee in late 2024 prior to their grant date in December 2024. The actual award values, as reported in the Summary Compensation Table and the Grants of Plan Based Awards Table, reflect the grant date fair value of the LTI awards as determined under ASC Topic 718. 2.Pursuant to a new LTIP Unit program adopted in December 2025, in January 2026 each executive officer elected to receive the 2025 Outperformance Grant in the form of LTIP Units. In connection with this election, each executive received an award of Performance LTIP Units in lieu of PRSUs for the 2025 Outperformance Grants. Performance LTIP Units are intended to function in substantially the same manner as the corresponding PRSU award. (See “LTIP Unit Program” below for further information.) Payout Results 2023 Performance Based Awards. The PRSUs granted in December 2022 for the 2023 plan year were eligible to cliff-vest at the end of a three-year performance period (January 1, 2023 to December 31, 2025) based on the Company’s TSR performance relative to the custom TSR peer group. For the three-year performance period, the Company’s TSR was 119.06%, which was above the 85th percentile relative to the 2023 TSR peer group and resulted in a payout of 200% of target. 2024 Performance Award. As disclosed in the proxy statement for the Company’s 2025 annual meeting of stockholders, the compensation committee approved a restricted stock award to each of Messrs. Sedgwick, Wagner, and Callister in January 2025 to recognize exceptional 2024 performance, including over $1.5 billion of capital deployed for new investments, representing nearly five times more investments than any prior year, while reaching a record low leverage ratio (based on 2024 average quarterly net debt to normalized run rate EBITDA) of 0.40x. The equity award value of these awards was $1,242,000 for Mr. Sedgwick and $575,108 each for Messrs. Wagner and Callister, with the number of shares subject to each award determined by dividing the equity award value by the closing price of the Company’s shares on the grant date, rounded up to the nearest whole share. These awards vested on January 31, 2026.
2025 LTI Equity Awards At-a-Glance
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2025 LTI Equity Awards At-a-Glance
| COMPENSATION DISCUSSION AND ANALYSIS | TABLE OF CONTENTS |
2025 LTI Equity Awards At-a-Glance
LTIP Unit Program. In December 2025, CareTrust adopted an LTIP Unit program pursuant to which each executive officer and certain other employees of CareTrust may elect to receive their annual Company equity awards in the form of a new general class of units of limited partnership in CTR Partnership, L.P., a Delaware limited partnership and the operating subsidiary of CareTrust (the “Operating Partnership”), designated as “LTIP Units,” in lieu of receiving the award in the form of restricted stock or PRSUs. LTIP Units function as a form of long-term, equity-based incentive compensation and may be granted as “Basic LTIP Units” if the award is subject to time and service-based vesting requirements or as “Performance LTIP Units” if the award is subject to performance-based vesting requirements as well as time and service-based vesting requirements. LTIP Units are structured in a manner intended to qualify as “profits interests” for U.S. federal income tax purposes, which means they cannot have any value on the date of grant were the Operating Partnership to be liquidated on that date. As profit interests, LTIP Units only have value, other than with respect to the right to receive distributions, if the value of the assets of the Operating Partnership increases between the time of issuance of the LTIP Units and the date of a book-up event for partnership tax purposes. At the time of grant, LTIP Units do not have the same economic value as shares of our Common Stock. However, once vested pursuant to the terms of the equity award, LTIP Units that have achieved specified capital account thresholds may be converted into common unit partnership interests in the Operating Partnership, which are economically equivalent to shares of Common Stock, and may thereafter be redeemed for cash or, at CareTrust’s option, shares of Common Stock. This delivery structure links the value ultimately realized by executives to the Company’s long-term performance and equity value appreciation, aligning executive incentives with stockholder interests over time. How Equity Awards Are Reflected in the Summary Compensation Table. Under SEC reporting rules, equity awards are disclosed in the Summary Compensation Table (“SCT”) for the fiscal year in which the grant date occurs, regardless of the performance period or compensation year to which the award relates. Accordingly, the timing of grant dates may not always correspond to the performance period to which an award relates, which can affect the comparability of reported compensation and Company performance from year to year. As a result, awards associated with one performance year may be reflected in a different year’s SCT disclosure. The following table summarizes how this rule applies to recent equity grants:
2025 LTI Equity Awards At-a-Glance
| Grant Date | Equity Award Type | Performance Period / Compensation Year | Reflected in SCT for Fiscal Year | | December 2024 | 2025 Base Annual Grant | 2025 | 2024 | | January 2025 | 2024 Performance Award | 2024 | 2025 | | January 2026 | 2025 Outperformance Grant | 2025 | 2026 | | January 2026 | 2026 Base Annual Grant | 2026 | 2026 |
2025 LTI Equity Awards At-a-Glance
The 2025 Outperformance Grant and the 2026 Base Annual Grant were granted in January 2026 in connection with the establishment of the Company’s new LTIP Unit program (see “—LTIP Unit Program” above). Accordingly, these awards are not included in the “Summary Compensation Table — 2023–2025” contained in this proxy statement and will first be reflected in the SCT for fiscal year 2026, which will be included in the proxy statement for the Company’s 2027 annual meeting of stockholders.
2025 LTI Equity Awards At-a-Glance
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2025 LTI Equity Awards At-a-Glance
| TABLE OF CONTENTS | COMPENSATION DISCUSSION AND ANALYSIS |
2025 LTI Equity Awards At-a-Glance
Other Compensation Practices, Policies and Guidelines
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 consistent with the severance benefits provided by our Peer Group companies. 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 may accelerate and become vested in connection with a change in control of the Company. Please see the “Potential Payments Upon Termination or Change in Control” section below for additional details. Policy with Respect to Section 162(m) In making its compensation decisions, the compensation committee considers the impact of Section 162(m) of the Code. Under Section 162(m), the Company is generally precluded from deducting compensation in excess of $1.0 million per year paid to our current or former named executive officers. However, because we are taxed as a REIT, Section 162(m) considerations are not as significant for us as for other publicly-traded companies that are not taxed as REITs, and the compensation committee maintains the flexibility to approve compensation for the named executive officers based upon an overall determination of what it believes to be in our best interests, even if the compensation paid may not be deductible.
Severance Benefits
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Severance Benefits
Compensation Committee Report The compensation committee of the Board of Directors has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis section of this Proxy Statement. Based upon this review and discussion, the compensation committee recommended to the Board of Directors that the Compensation Discussion and Analysis section be included in this Proxy Statement.
Compensation Committee of the Board of Directors
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | David M. Sedgwick President and Chief Executive Officer | 2025 | 1,000,000 | — | 1,242,022 | 7,750,000 | 10,500 | 10,002,522 | | | 2024 | 880,000 | — | 5,314,644 | 3,415,500 | 10,350 | 9,620,494 | | | 2023 | 800,000 | — | 2,788,376 | 1,832,030 | 9,900 | 5,430,306 | | William M. Wagner Chief Financial Officer and Treasurer | 2025 | 600,000 | — | 575,135 | 2,700,000 | 10,500 | 3,885,635 | | | 2024 | 575,108 | — | 1,839,171 | 1,437,770 | 10,350 | 3,862,399 | | | 2023 | 555,660 | — | 1,262,362 | 836,034 | 9,900 | 2,663,956 | | James B. Callister Chief Investment Officer and Secretary | 2025 | 600,000 | — | 575,135 | 2,700,000 | 10,500 | 3,885,635 | | | 2024 | 529,500 | — | 1,716,314 | 1,437,770 | 10,350 | 3,693,934 | | | 2023 | 500,000 | — | 1,182,116 | 774,389 | 9,900 | 2,466,405 |
Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2025
Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2025 The following table provides information concerning the potential termination or change in control payments that would have been made to each named executive officer under the circumstances described above. As prescribed by the SEC’s disclosure rules, in calculating the amount of any potential payments to the named executive officers, we have assumed that the applicable triggering event (i.e., termination of employment and/or change in control) occurred on December 31, 2025. In the following table, we use the term “involuntary termination” to refer to termination by us without cause or by the executive for good reason.
Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2025
| | Cash Severance ($) | Equity Acceleration Value ($)(1) | Health Benefits ($) | Total ($)(2) | | David M. Sedgwick | | | | | | Authorized Retirement (3) | — | — | — | — | | Death or Disability | 2,500,000 | 11,951,314 | 57,936 | 14,509,250 | | Involuntary Termination (4) | 2,000,000 | — | 86,904 | 2,086,904 | | Involuntary Termination in Connection With Change in Control | 15,997,530 | 11,951,314 | 86,904 | 28,035,748 | | William M. Wagner | | | | | | Authorized Retirement | — | 4,558,510 | 86,904 | 4,645,414 | | Death or Disability | 900,000 | 4,558,510 | 57,936 | 5,516,446 |
Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2025
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Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2025
| EXECUTIVE COMPENSATION TABLES | TABLE OF CONTENTS |
Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2025
| | Cash Severance ($) | Equity Acceleration Value ($)(1) | Health Benefits ($) | Total ($)(2) | | Involuntary Termination (4) | 600,000 | — | 86,904 | 686,904 | | Involuntary Termination in Connection With Change in Control | 4,515,869 | 4,558,510 | 86,904 | 9,161,283 | | James B. Callister | | | | | | Authorized Retirement (3) | — | — | — | — | | Death or Disability | 900,000 | 4,576,554 | 37,680 | 5,514,234 | | Involuntary Termination (4) | 600,000 | — | 56,520 | 656,520 | | Involuntary Termination in Connection With Change in Control | 4,474,773 | 4,576,554 | 56,520 | 9,107,847 |
Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2025
1.The equity acceleration value for each named executive officer is based upon the closing price of our Common Stock of $36.16 on December 31, 2025, which was the last trading day in 2025. For an authorized retirement, we have assumed that all outstanding performance-based restricted stock and units will vest at target. 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.The named executive officer did not satisfy the conditions of an “authorized retirement” (as such term is defined in the CIC and Severance Agreement) as of December 31, 2025. 4.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 2025 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. Retirement of Mr. Wagner. Mr. Wagner retired as our Chief Financial Officer effective December 31, 2025 and as an employee of the Company effective January 31, 2026. Pursuant to his CIC and Severance Agreement, Mr. Wagner satisfied the conditions of an “authorized retirement” (as such term is defined in the CIC and Severance Agreement). Accordingly, in connection with Mr. Wagner’s retirement, Mr. Wagner became entitled to receive the COBRA Benefits, all of his outstanding time-based equity awards vested in full and his outstanding performance-based awards vested based on actual TSR performance determined as if the last day of the performance period had been September 22, 2025, the last business day prior to public disclosure of Mr. Wagner’s intent to retire. 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 2025 was $10,002,522, and the median of the total 2025 compensation of all of our employees (excluding our Chief Executive Officer) was $182,087. Accordingly, we estimate the ratio of our Chief Executive Officer’s total compensation for 2025 to the median of the total 2025 compensation of all of our employees (excluding our Chief Executive Officer) to be 54.93 to 1.
Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2025
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Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2025
| TABLE OF CONTENTS | EXECUTIVE COMPENSATION TABLES |
Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2025
We identified the median employee by taking into account the total gross wages as reported on Form W-2 (or P60 for employees in the U.K.) paid in 2025 to all individuals, excluding our Chief Executive Officer, who were employed by us on December 31, 2025. 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 2025, although we did annualize the compensation for any permanent employees who were not employed by us for all of 2025. 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 2025 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 - 2023 - 2025” 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. 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.
Pay Versus Performance Table
Pay Versus Performance Table
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 ($)(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 10,002,522 | 17,231,937 | 3,885,635 | 7,089,291 | 208.26 | 137.53 | 320,538 | 1.76 | | 2024 | 9,620,494 | 12,084,961 | 3,778,167 | 4,917,515 | 169.91 | 123.47 | 125,080 | 1.50 | | 2023 | 5,430,306 | 6,850,721 | 2,565,181 | 3,246,204 | 134.60 | 113.54 | 53,735 | 1.41 | | 2022 | 3,938,909 | 2,915,967 | 1,511,853 | 483,338 | 105.83 | 99.82 | (7,506) | 1.49 | | 2021 | 6,727,006 | 7,030,740 | 4,340,601 | 4,579,656 | 122.62 | 132.23 | 71,982 | 1.49 |
Pay Versus Performance Table
1.The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Sedgwick for 2025, 2024, 2023 and 2022 and for Mr. Stapley, former Chief Executive Officer, for 2021 in the “Total” column of the Summary Compensation Table. Refer to “Executive
Pay Versus Performance Table
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Pay Versus Performance Table
| EXECUTIVE COMPENSATION TABLES | TABLE OF CONTENTS |
Pay Versus Performance Table
Compensation Tables — Summary Compensation Table — 2023-2025” for further detail on the total compensation paid to our named executive officers for the applicable years covered by the Summary Compensation Table. 2.The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” to our PEO and the average of our non-PEO NEOs in each applicable year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the compensation actually paid:
Pay Versus Performance Table
| | 2021 | | 2022 | | 2023 | | 2024 | | 2025 | | | Adjustments (a) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | | Reported Summary Compensation Table Total | 6,727,006 | 4,340,601 | 3,938,909 | 1,511,853 | 5,430,306 | 2,565,181 | 9,620,494 | 3,778,167 | 10,002,522 | 3,885,635 | | Deduction for Amounts Reported under “Stock Awards” Column in the Summary Compensation Table for Fiscal Year | (4,477,306) | (3,223,026) | (1,957,759) | (604,779) | (2,788,376) | (1,222,239) | (5,314,644) | (1,777,743) | (1,242,022) | (575,135) | | Increase at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 4,619,799 | 3,397,044 | 1,839,474 | 568,763 | 2,777,535 | 1,218,873 | 5,223,480 | 1,750,708 | 1,698,924 | 786,709 | | Increase for Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | — | — | — | — | — | — | — | — | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | 99,117 | 40,230 | (691,447) | (355,498) | 1,091,253 | 540,113 | 2,090,099 | 1,004,932 | 5,327,097 | 2,131,301 | | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 62,124 | 24,807 | (148,030) | (598,019) | 638,621 | 321,613 | 465,532 | 161,451 | 1,445,416 | 860,781 | | Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | (65,180) | (38,982) | (298,618) | (177,337) | — | — | — | — |
Pay Versus Performance Table
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Pay Versus Performance Table
| TABLE OF CONTENTS | EXECUTIVE COMPENSATION TABLES |
Pay Versus Performance Table
| | 2021 | | 2022 | | 2023 | | 2024 | | 2025 | | | Adjustments (a) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | | 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 | $7,030,740 | $4,579,656 | $2,915,967 | $483,338 | $6,850,721 | $3,246,204 | $12,084,961 | $4,917,515 | $17,231,937 | $7,089,291 |
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 2025, 2024 and 2023, William M. Wagner and James B. Callister, (ii) for 2022, Gregory K. Stapley, William M. Wagner, James B. Callister and Mark D. Lamb; and (iii) for 2021, 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 2020 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 2020 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 write-off of deferred financing costs, gains or losses on foreign currency transactions, accelerated amortization of lease intangibles, net of noncontrolling interests’ share, provision for loan losses, provision for doubtful accounts and lease restructuring, 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 gain or loss on other real estate related investments and property operating expenses.
Pay Versus Performance Table
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Pay Versus Performance Table
| EXECUTIVE COMPENSATION TABLES | TABLE OF CONTENTS |
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 in footnote (4) of the table above) over that period of time. 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.
Description of Relationship Between Information Presented in Pay Versus Performance Table
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Description of Relationship Between Information Presented in Pay Versus Performance Table
| TABLE OF CONTENTS | EXECUTIVE COMPENSATION TABLES |
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 NFFO in each of those years.
Financial Performance Measures
| TABLE OF CONTENTS | DIRECTOR COMPENSATION |
Financial Performance Measures
| Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | | Diana M. Laing(3) | 240,000 | 145,000 | 385,000 | | Anne Olson | 110,000 | 145,000 | 255,000 | | Spencer G. Plumb | 110,000 | 145,000 | 255,000 | | Careina D. Williams | 115,000 | 145,000 | 260,000 |