DEF 14A of Ardent Health, Inc.
Filed Apr 8, 2026 · FY20250001628280-26-024244
Proposal 1: Election of Directors
Proposal 1: Election of Directors
Introduction
Introduction Our Board currently consists of 11 members. Each director is to hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. The authorized number of directors may be increased or decreased by our Board in accordance with our certificate of incorporation. EGI-AM Investments, L.L.C. ("EGI-AM"), an affiliated entity of Equity Group Investments ("EGI") and our controlling stockholder, has the right, but not the obligation, to nominate a majority of our directors and to designate the Chairman of the Board, for so long as EGI-AM beneficially owns 50% or more of the total voting power of our outstanding stock, and ALH Holdings, LLC (a subsidiary of Ventas, Inc. ("Ventas")) also has the right, but not the obligation, to nominate one director to the Board, for so long as ALH Holdings, LLC and any of its affiliates (including Ventas) together beneficially own 4% or more of the total voting power of our outstanding Common Stock. Pursuant to the terms of the nomination agreement between us, EGI-AM and ALH Holdings, LLC (the "Nomination Agreement"), Messrs. Sen and Sotir and Mses. Campion and Havdala were designated by EGI-AM and Mr. Bulgarelli was designated by Ventas. For additional information, see "Certain Relationships and Related Party Transactions – Nomination Agreement."
Qualification of Nominees to be Directors
Qualification of Nominees to be Directors As described below, our Board is composed of individuals from differing backgrounds and experiences. As reflected in the table set forth below, we believe that each of our continuing directors possesses unique qualifications, skills and attributes that complement the performance of the full Board. The experience that each has obtained from his or her professional background, as set forth below, has qualified him or her to serve on our Board.
Nominees
Nominees The following table shows the names and ages (as of April 1, 2026) of each of the nominees designated by our Board to become directors:
Nominees
| Name | Age | Title | | Mark Sotir | 62 | Chairman of the Board | | Martin J. Bonick | 52 | President and Chief Executive Officer, Director | | Peter Bulgarelli | 66 | Director | | Peter Bynoe | 75 | Director | | Suzanne Campion | 64 | Director | | Robert A. DeMichiei | 61 | Director | | William Goodyear | 77 | Director | | Ellen Havdala | 60 | Director | | Edmondo Robinson | 50 | Director | | Rahul Sen | 35 | Director | | Rob Webb | 56 | Director |
Nominees
Information concerning our nominees is set forth below. The biographical description of each director includes the specific experience, qualifications, attributes and skills that the Board would expect to consider if it were making a conclusion currently as to whether such person should serve as a director. 4
Nominees
| Mark Sotir | | Mr. Sotir has served as member of our Board since December 2017 and currently serves as Chair of the Board. Mr. Sotir has been president of Equity Group Investments ("EGI"), a private investment firm founded in 1968 by Sam Zell, since October 2015. In this role, he oversees all aspects of the business and applies his more than 20 years of board and chief executive officer experience by actively engaging with the investment team and portfolio companies to improve business strategies and operating capabilities. In addition, Mr. Sotir is chair of the EGI investment committee and is a member of the board of directors and executive vice president for Chai Trust Company, LLC, which serves as the corporate trustee for the Zell family trusts. Mr. Sotir has served as chair of the board of East Coast Warehouse & Distribution, a provider of temperature-controlled logistics services to the food and beverage industry, since January 2022; Paper Transport, a for- hire trucking company focused on dedicated truckload, intermodal, and brokerage services, since July 2021; and an agricultural equipment dealer since January 2021. Additionally, Mr. Sotir has served on the board of directors of CraneWorks, a dealer of new and used truck-mounted and related mobile crane equipment, since October 2023 and in December 2025, he joined the board of directors for CIT Trucks, a leading truck dealership with full-service locations across the Midwest. Mr. Sotir joined EGI in 2006 as a managing director and has held temporary in-house assignments at EGI portfolio companies to accelerate and increase the effectiveness of turnarounds. Prior to joining EGI, Mr. Sotir was the chief executive officer of Sunburst Technology Corporation and on the company’s board of directors. He also served as the president of Budget Group, Inc. (Budget Rent A Car and Ryder Truck Rental) and was on the company’s board. . Earlier in his career, Mr. Sotir worked at The Coca-Cola Company in senior brand management and sales roles. Mr. Sotir earned an undergraduate degree in economics from Amherst College and a master’s degree in business administration from Harvard Business School. Our Board believes that Mr. Sotir’s extensive private equity experience overseeing portfolio companies makes him well-suited to serve on our Board. |
Nominees
| Martin ("Marty") J. Bonick | | Mr. Bonick has served as president and chief executive officer of Ardent Health since August 2020. As CEO, Mr. Bonick is responsible for the Company’s strategic direction, operational performance, and financial results, overseeing a diversified healthcare organization with acute-care hospitals, outpatient facilities and joint venture partnerships across multiple states. Mr. Bonick brings more than 30 years of healthcare leadership experience, with a career spanning hospital operations, system leadership, and provider services organizations. Prior to joining Ardent Health, he served as chief executive officer of PhyMed Healthcare Group, a national provider of anesthesia and pain management services Earlier in his career, Mr. Bonick held senior leadership roles at Community Health Systems where he served as Division President and Vice President of Operations as well as executive positions at Jewish Hospital & St. Mary’s Healthcare and OSU Medical Center at Hillcrest HealthCare System. Across these roles, he has led organizations through periods of reimbursement pressure, regulatory change, and operational transformation, with a focus on improving performance and aligning strategy with disciplined capital allocation. Mr. Bonick is a fellow in the American College of Healthcare Executives and serves on the boards of the Federation of American Hospitals, Ensemble Health Partners and Community Hospital Corporation as well as the Via College of Medicine – Auburn Advisory Board. He holds dual master’s degrees from Washington University in St. Louis in healthcare administration and information management and a bachelor's degree in psychology from the University of Illinois. The Board believes Mr. Bonick's extensive leadership experience, healthcare expertise and service as president and chief executive officer qualify him to serve as a director of the Company. |
Nominees
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Nominees
| Peter Bulgarelli | | Mr. Bulgarelli has served as a member of our Board since September 2018. Mr. Bulgarelli serves as a member of the Compensation Committee and the Patient Safety and Quality of Care Committee. Since April 2018, Mr. Bulgarelli has been the executive vice president of outpatient medical and research of Ventas. He also has served as president and chief executive officer of Lillibridge Healthcare Services, Inc., a fully integrated medical office building operating company, and wholly owned subsidiary of Ventas, since April 2018. Mr. Bulgarelli has announced his retirement from Ventas to be effective May 1, 2026. Mr. Bulgarelli joined Ventas in 2018 following a successful 28-year career at Jones Lang LaSalle, Inc., a global professional services firm specializing in real estate, and most recently leading their industry focused businesses including healthcare, life sciences, higher education and the public sector businesses. Since August 2018. Mr. Bulgarelli has served on the board of directors of PMB Real Estate Services. He has been a member of the executive board and finance committee of the Ann & Robert H. Lurie Children’s Hospital of Chicago, a top-ranked children’s hospital and non-profit pediatric medical research center, since August 2022. Mr. Bulgarelli has also served as the past chairman of the Illinois Board for the American Diabetes Association. Mr. Bulgarelli earned an undergraduate degree in civil engineering from the University of Illinois and a master’s degree in business administration from Northwestern University’s Kellogg Graduate School of Business. Our Board believes that Mr. Bulgarelli is well-qualified to serve as a member of our Board due to his extensive experience in overseeing and managing healthcare related companies. |
Nominees
| Peter Bynoe | | Mr. Bynoe has served as a member of our Board since August 2015. Mr. Bynoe chairs the Nominating and Corporate Governance Committee and is a member of the Compensation Committee. Mr. Bynoe is a senior advisor at DLA Piper LLP (US) and has represented the international law firm as a partner, executive committee member and practice group leader since 1995. Mr. Bynoe served as managing director at EGI from September 2014 to December 2019, where he sourced and evaluated new investment opportunities, oversaw portfolio companies and led EGI’s strategic diversification into the health care sector. Previously, Mr. Bynoe served as chief executive officer of Rewards Network, an EGI portfolio company that provided financing and marketing services to U.S. based restaurants, from September 2013 to August 2014 and as chief operating officer of Loop Capital Markets, a full-service international investment bank/broker dealer, from January 2008 to August 2013. Mr. Bynoe has served on the board of directors of TKO Group Holdings, Inc. since September 2023 and as chairman of the board of Flagship Communities REIT since August 2020. Previously, he served as chairman of Veridiam, Inc. from January 2016 to December 2018 and on the boards of Covanta Holding Company from October 2006 to November 2021; Frontier Communications from September 2007 to April 2020; Real Industry from June 2015 to May 2018; JACOR Communications from 1995 to 1999; JG Industries and Huffman-Koos Furnishings from 1992 to 1996; Uniroyal Technology Corporation from 1991 to 1995; and River Valley Savings Bank from 1991 to 1994. Mr. Bynoe’s civil commitment portfolio includes chairing the Illinois Sports Facility Authority from January 2005 to December 2005; Chicago Commission on Landmarks from February 1984 to September 1997; and Chicago Plan Commission from October 1997 to December 2004. His non-profit commitments have included: trustee of RUSH University System for Health since January 1994; life trustee of The Goodman Theatre since January 1984; and trustee of the CORE Center for the Research, Prevention and Care of Infectious Diseases from September 2001 to December 2022. He was elected a member of the Harvard University Board of Overseers from October 1992 to June 2001. Mr. Bynoe was the owner and managing general partner of the NBA’s Denver Nuggets from 1989 to 1992. Mr. Bynoe received his bachelor’s degree, cum laude, from Harvard College. He earned a Juris Doctorate degree from Harvard Law School and a master’s degree in business administration from the Harvard School of Graduate Management Education. He is a member of the Illinois Bar and a registered real estate broker in the state of Illinois. Our Board believes that Mr. Bynoe is well-qualified to serve on our Board because of his strong legal and leadership experience in a variety of industries. |
Nominees
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Nominees
| Suzanne Campion | | Ms. Campion has served as a member of our Board since December 2021.Ms. Campion serves as a member of the Compensation Committee and the Nominating and Corporate Governance Committee. In 2018, Ms. Campion helped structure and build Doran Leadership Partners, a boutique executive search firm focused on middle market and founder- owned companies and large philanthropic organizations. She served as the managing director and chief operating officer until April 2022 subsequently becoming an advisor to the firm until January 2024. Ms. Campion co-founded NextLevelNPO in 2013, which provides operational, financial and strategic advisory services to non-profit clients. In 2019, she became an advisor to the firm and resigned in early 2024. Previously, Ms. Campion spent her career in finance and over the course of 25 years, she focused on operations, client advisory, investments, financial analysis, strategy, and human resources for a variety of investment firms from August 1988 to September 2012 including Citigroup, Front Barnett Associates, J.P. Morgan & Co., and Bankers Trust Company. Since April 2019, Ms. Campion has served on the board of Chai Trust Company, LLC, the corporate trustee for the Zell family trusts, and serves as the chair of its Governance Committee and its Distribution and Beneficiary Relations Committee. Before moving from Chicago in 2023, Ms. Campion was a board member of the KIPP Chicago Public Charter School Board from January 2014 and served on the Founder’s Board of Lurie Children’s Hospital of Chicago from January 2005. Upon moving to Santa Fe, New Mexico, Ms. Campion joined the board of one of the largest public dog parks in the country, the Frank S. Ortiz Dog Park. Ms. Campion earned an undergraduate degree in economics from St. Olaf College and a master’s degree in business administration from the Kellogg School of Management at Northwestern University. Our Board believes that Ms. Campion’s extensive executive and board member experience and demonstrated history of working in finance, operations, strategy and governance makes her well-qualified to serve on our Board. |
Nominees
| Robert A. DeMichiei | | Mr. DeMichiei has served as a member of our Board since April 2, 2025.Mr. DeMichiei serves as a member of the Audit and Compliance Committee and the Nominating and Corporate Governance Committee. Mr. DeMichiei served as executive vice president and chief financial officer at the University of Pittsburgh Medical Center ("UPMC"), a large nonprofit health system and leading healthcare provider and insurer, from 2004 to 2020. During his tenure, he played a pivotal role in driving UPMC’s financial growth and led numerous strategic initiatives, including mergers and acquisitions, supply chain management, and revenue cycle improvements. Prior to joining UPMC, Mr. DeMichiei held various leadership roles with the General Electric Company (NYSE: GE), an equipment, solutions, and services provider, from 1997 to 2004, and with PricewaterhouseCoopers, a network of professional services firms, from 1987 to 1997. Mr. DeMichiei has served as a board member of Waystar Holding Corp. (Nasdaq: WAY), a provider of leading healthcare payments software, since January 2020, Ampco-Pittsburgh Corporation (NYSE: AP), a manufacturer of forged and cast engineered products and air and liquid processing products, since May 2022, and Auto Club Enterprises/AAA, a national insurer and member services organization and a part of the AAA federation of motor clubs, since October 2021. Mr. DeMichiei also currently serves as a strategic advisor for Health Catalyst, Inc. (Nasdaq: HCAT), a leading provider of data and analytics technology and services to healthcare organizations, and Omega Healthcare Management Services, a leading provider of revenue cycle management and clinical services to healthcare organizations. He was a founder and former board member of Prodigo Solutions, Inc., a supply chain and data enablement technology company. He is the former chairman and a current board member of the United Way of Southwestern Pennsylvania, the finance committee chair of the Seton Hill University Board of Trustees, audit committee chair of Eradicate Hate Global Summit, and the treasurer and finance committee chair of the Advanced Leadership Institute, which are all charitable organizations. Mr. DeMichiei graduated magna cum laude with a B.A. in Business Economics from the University of Pittsburgh. The Board believes that Mr. DeMichiei is well-qualified to serve on the Board given his extensive experience in healthcare finance and operations including with a multi-faceted health system larger than the Company, as well as his extensive board experience. In addition, the Board determined that Mr. DeMichiei’s service for two other public company boards provides valuable perspective and does not impair his ability to effectively serve on our audit and compliance committee. |
Nominees
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Nominees
| William Goodyear | | Mr. Goodyear has served as a member of our Board and Chairman of our Audit and Compliance Committee since March 2019. Mr. Goodyear also serves as a member of the Nominating and Corporate Governance Committee. Mr. Goodyear served as chairman and chief executive officer at Navigant Consulting from 2000 to 2014. From 1994 to 1999, Mr. Goodyear served as chairman of Bank of America Illinois and as president of Bank of America’s Global Private Bank. Prior to that he held domestic and international executive positions with Continental Bank Corporation from 1972 until it merged with Bank of America in 1994. From 2015 to 2022, Mr. Goodyear was on the board of Exterran Corporation where he was the lead independent director, chair of the audit committee and a member of the compensation committee. Since October 2014, he has also been a director of Enova, Inc. and a member of its audit committee. Mr. Goodyear has been on the board of Rush University Medical Center for over 30 years serving in various capacities including chairman of the board, chairman of the executive committee and now as an advisor trustee. He is the past chairman of the Museum of Science and Industry and was a member of the Executive Committee. He is currently an emeritus trustee of the University of Notre Dame after previously serving on the Advisory Council for the Mendoza College of Business, the University Board of Trustees and as a Fellow of the University. Mr. Goodyear earned an undergraduate degree in business from Notre Dame and a master’s degree in business administration from the Tuck School of Business Administration at Dartmouth College. Mr. Goodyear received an honorary Doctor of Laws degree from Notre Dame in May 2018. Our Board believes that Mr. Goodyear’s extensive management and director experience makes him well-qualified to serve on our Board. |
Nominees
| Ellen Havdala | | Ms. Havdala has served as a member of our Board since January 2019. Ms. Havdala serves as Chairman of the Compensation Committee and a member of the Patient Safety and Quality of Care Committee. In Ms. Havdala’s current role as a managing director of EGI, she represents EGI in finding and evaluating potential investments and works with existing portfolio companies. Since joining EGI in September 1990, Ms. Havdala has worked in a variety of capacities for Sam Zell’s affiliates. She has served on the board for CraneWorks, Inc., a dealer of new and used truck-mounted and related mobile crane equipment, since April 2024. In addition, she is responsible for establishing and overseeing the Zell Global Entrepreneurship Network, an organization that provides continuing education and mentorship for student and alumni of three entrepreneurship programs sponsored by the Zell Family Foundation. As part of her involvement, she also serves on the board of the Zell Lurie Institute at the University of Michigan Ross School of Business. Previously, she served on the boards of Lanter Delivery Systems, an asset-light overnight dedicated delivery service provider; Equity Distribution Acquisition Corp., a special purpose acquisition company targeting opportunities to apply technological advancement within the industrial sector; SIRVA, Inc., a provider of moving and relocation services; Rewards Network, a dining rewards company; WRS Holding Company, which specializes in environmental construction and remediation; East Mediterranean Gas Company SAE, an Egyptian natural gas transmission business; National Patent Development Corporation, a holding company focused on pharmaceutical and home improvement products; and Home Products International, a global consumer products company. She also held the roles of executive vice president at Equity International and vice president of Scott Sports Group, Inc. Ms. Havdala began her career as a financial analyst with The First Boston Corporation in New York City in 1988. Ms. Havdala graduated magna cum laude with an undergraduate degree in economics from Harvard College and earned her Master of Divinity degree from the University of Chicago in 2016. Our Board believes that Ms. Havdala is well-qualified to serve on our Board due to her extensive management and investment experience. |
Nominees
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Nominees
| Edmondo Robinson, M.D. | | Dr. Robinson has served as a member of our Board since January 2022. Dr. Robinson is the Chairman of the Patient Safety and Quality of Care Committee and serves as a member of the Audit and Compliance Committee. Dr. Robinson has served as a director of TruLite Health, a developer of the only health equity solution to remediate clinical bias, since February 2025 and Carriage Services, Inc. (NYSE: CSV), a leading provider of funeral and cemetery services and merchandise in the United States, since October 2024. He currently serves as a member of the Compensation, Chairman of the Audit and Corporate Governance Committees for Carriage Services, Inc. Dr. Robinson has been the Founder and CEO of Downeast Digital, a company that leverages digital innovation to address critical challenges of medicine, since February 2024 and has served on the Technical Expert Panel, Impact Assessment of CMS Quality and Efficiency Measures for CMS since 2019. Dr. Robinson has also served on the AT&T Healthcare Advisory Council since January 2019 and Digital Medicine Society Founding Members Council since April 2019. Dr. Robinson has been a practicing academic hospitalist at the Moffitt Cancer Center since December 2019 and a professor of Internal Medicine and Oncologic Science at University of South Florida’s Morsani College of Medicine since December 2019. Previously, Dr. Robinson held the following positions: Senior Vice President and Chief Digital Officer at Moffitt Cancer Center from December 2019 to January 2024; various roles at ChristianaCare from July 2008 to December 2019; clinical assistant professor of medicine and associate professor of medicine at Sidney Kimmel Medical College from June 2009 to June 2017 and June 2017 to November 2019, respectively; clinical scholar at Robert Wood Johnson Foundation from July 2006 to June 2008; physician at Kaiser Permanente Medical Group from May 2006 to June 2008; and resident physician at Harbor-UCLA Medical Center from July 2003 to June 2006. Dr. Robinson also served on the board of Aster Insights from January 2020 to December 2023. Dr. Robinson is a fellow of the American College of Physicians, a senior fellow of the Society of Hospital Medicine, and an Aspen Institute Health Innovators Fellow. Dr. Robinson earned a medical degree from the University of California, Los Angeles, a master’s degree in business administration from the Wharton School and a master’s degree in health policy research from the University of Pennsylvania. Our Board believes that Dr. Robinson is well-qualified to serve on our Board due to his extensive medical and information management experience. |
Nominees
| Rahul Sen | | Mr. Sen has served as a member of our Board since November 2020. Mr. Sen serves as a member of the Compensation Committee. Mr. Sen has been a managing director at EGI since January 2022. As managing director, he sources and evaluates new investment opportunities, negotiates and structures transactions, and works to maximize the value of existing investments. In addition to our Board, Mr. Sen has served on the boards of Baja Aqua-Farms, a Bluefin tuna ranching operation, since November 2023; CraneWorks, a dealer of new and used truck-mounted and related mobile crane equipment, since October 2023; Ventana Exploration and Production II, LLC, an oil and gas acquisition and development company, since February 2019; and EGI’s agricultural equipment dealer since January 2021. Mr. Sen also supports EGI’s investment in a government contractor business providing information technology hardware and solutions to the federal intelligence agencies since February 2023. He previously served on the boards of RailUSA, LLC, a short-line and regional railroad platform owner and operator, from October 2018 to April 2022; Cross Border Xpress, a binational airport terminal that connects San Diego directly to the Tijuana airport, from February 2019 to May 2020; Entertainment Earth, a pioneer and established leader in the collectibles and toy industry, from July 2022 to June 2024; and Veridiam, Inc., a specialty alloy manufacturer serving the nuclear power, medical, aerospace, and industrial markets, from June 2015 to May 2019. Prior to joining EGI in 2015, Mr. Sen worked as a private equity associate at Big Tree Capital Partners, LLC, a search fund focused on the lower-middle market, from September 2014 to March 2015 and a senior consultant in the strategy and analytics practice at IBM from May 2013 to March 2015. Mr. Sen also provided strategic consulting to technology startups based out of Google’s Communitech Hub from November 2012 to April 2013. Previously, he worked at Home Trust Company from May 2012 to August 2012, where he helped with the strategy for the launch of a new direct-to-consumer retail banking deposits business known as Oaken Financial, and at OneClass, a venture-backed startup, from September 2011 to April 2012. Mr. Sen earned an undergraduate degree in business administration from Wilfrid Laurier University. Our Board believes that Mr. Sen’s consulting and investment experience makes him well-qualified to serve on our Board. |
Nominees
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Nominees
| Rob Webb | | Mr. Webb has served as a member of our Board since January 2022. Mr. Webb serves as a member of the Audit and Compliance Committee and the Patient Safety and Quality of Care Committee. Mr. Webb currently serves as the president of Onward Enterprises, an investment and advisory firm focused on driving innovation in healthcare and other industries, and has held this role since August 2021. Since March 2023, he has also served as operating partner of Granite Creek Capital Partners, L.L.C. Mr. Webb previously spent 19 years with UnitedHealth Group in several executive roles, including the president of UnitedHealth Group Ventures from 2012 to July 2021 and chief executive officer of Optum’s consumer and specialty network businesses from 2002 to 2012. In addition to Ardent’s board, Mr. Webb has served as chairman of Collage Rehabilitation Partners since August 2023 and in a board role for American Well Corporation since November 2022, Delmec Ireland since March 2022 and The Kellogg School Health Care Advisory Board since September 2020. Mr. Webb previously served as partner at One Equity Partners from 2000 to 2002 and vice president of EGI from 1998 to 2000. From July 2012 to July 2021, he also held board roles at various privately held healthcare companies during his tenure as president of UnitedHealth Group Ventures, including Symphonix Health, Sanvello, Naviguard, Bind Insurance (now Surest), and Level2. Mr. Webb earned an undergraduate degree in Mechanical Engineering from the University of Minnesota and a master’s degree in business administration from the Kellogg School of Management at Northwestern University. Our Board believes that Mr. Webb is well-qualified to serve on our Board due to his extensive experience as a healthcare executive and board member, and advocate for innovation in long-established industries. |
2025 Compensation Highlights
2025 Compensation Highlights Our executive compensation program has three primary elements: base salary, short-term cash incentives (as part of our Short-Term Incentive Plan, or "STIP"), and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on long-term sustainable stockholder value creation. 21 The table below summarizes the key highlights of the executive compensation decisions made by the Committee made for fiscal year 2025.
Compensation Best Practices and Policies
| What We Do | | What We Don’t Do | | | ✔ | Independent Compensation Committee oversight of executive pay decisions | ✕ | No single-trigger change-in-control vesting | | ✔ | Align a significant portion of pay with financial, operational and quality performance | ✕ | No excise tax gross-ups in connection with change-in- control payments | | ✔ | Deliver long-term incentives primarily in performance-based equity with multi-year vesting | ✕ | No hedging or pledging of Company securities by executives or directors | | ✔ | Maintain robust stock ownership guidelines for executives and directors | ✕ | No excessive perquisites or executive-only benefit programs | | ✔ | Maintain a clawback policy consistent with SEC and NYSE requirements | ✕ | No defined benefit pension or nonqualified deferred compensation plans |
Executive Compensation Philosophy
| Philosophy | Objective | How We Achieve It | | Linked to Performance | Incentive programs link payouts directly to meeting challenging annual performance objectives and long-term value creation | A significant portion of our executives’ compensation opportunity is linked to our Critical Indicators (defined below), as we believe our executives’ pay should be tied to our operational success as well as individual contributions to the Company’s business objectives. | | Market Based | Competitive pay opportunity for markets we operate in | We assess pay opportunities and program designs against our peers and competitors in the market for talent | | Simple | Simple programs that are easy for our executives to understand to ensure they are able to focus on critical goals and milestones that are correlated to the Company’s success | We use four elements of pay — salary, annual bonus, long-term equity awards and participation in broad-based benefit plans and limited executive benefits — and generally incorporate objective performance metrics in our incentive programs | | Sustainable and Responsible Value Creation | Programs that drive long-term, responsible performance and decisions | In addition to earnings growth, short- term incentives include measures focused on delivering quality care and creating patient satisfaction Long-term incentives promote employee retention and are aligned to long-term value creation |
Role of the Compensation Consultant
Role of the Compensation Consultant Pursuant to its charter, the Committee has the authority to retain, at the expense of the Company, independent compensation consultants and other advisors to assist in carrying out its responsibilities. The Committee is directly responsible for the appointment, compensation, and oversight of its advisors. Willis Towers Watson ("WTW") served as the Committee’s independent compensation consultant through August 2025 and assisted the Committee with executive and director compensation matters, including competitive benchmarking analyses, incentive plan design considerations and governance practices. WTW reported directly to the Committee. Effective August 2025, the Committee engaged Pearl Meyer & Partners, LLC ("Pearl Meyer") as its independent compensation consultant. Pearl Meyer reports directly to the Committee and provides independent advice and expertise in connection with executive and director compensation matters, including market assessments, program design, and governance best practices. In accordance with SEC rules and NYSE listing standards, the Committee assessed the independence of both WTW and Pearl Meyer, taking into consideration the applicable independence factors, and determined that each consultant’s work did not raise any conflicts of interest. Neither WTW nor Pearl Meyer provided any other services to the Company during their respective engagements with the Committee.
Use of Compensation Data and Peer Groups
Use of Compensation Data and Peer Groups In determining 2025 compensation for our executives, including our NEOs, the Committee considered multiple sources of market data. These sources included published compensation survey data covering the broader healthcare industry, companies operating hospitals, health systems and integrated health networks, as well as general industry companies of comparable size and complexity. The Committee also considered public company peer group compensation information as a reference point in evaluating base salary levels, short- and long-term incentive targets, and total target direct compensation opportunities. With the assistance of WTW, the Committee previously established a public company peer group and, after reviewing the composition of the peer group in connection with the determination of 2025 compensation, determined that no changes to the peer group were needed from 2024 to 2025. The peer group consists of the following: 24
Use of Compensation Data and Peer Groups
| Acadia Healthcare Company, Inc. | Ensign Group, Inc. | | Brookdale Senior Living Inc. | Quest Diagnostics Incorporated | | Community Health Systems, Inc. | Select Medical Holdings Corp. | | DaVita Inc. | Surgery Partners, Inc. | | Encompass Health Corp. | Universal Health Services, Inc. |
Use of Compensation Data and Peer Groups
The Committee believes that these companies represent relevant comparators based on industry focus, operating profile, size, and executive talent market considerations. The Committee intends to review the peer group composition at least annually to ensure ongoing relevance.
Elements of Executive Compensation
Elements of Executive Compensation The primary elements of our executive compensation program include base salaries, short-term incentives in the form of annual cash bonuses, and long-term incentives in the form of equity-based compensation. The table below provides an summary of the primary elements of the Company’s executive compensation.
Base Salaries
Base Salaries Annual base salaries for our NEOs are designed to provide a fixed level of cash compensation intended to attract and retain highly qualified executives. The Committee reviews base salary levels at least annually. In determining whether adjustments are appropriate, the Committee considers a range of factors, including the executive’s individual performance, experience in the role, internal equity considerations, and competitive market data, including peer group and survey benchmarking information. In March 2025, the Committee reviewed base salary levels for our NEOs. Mr. Bonick, our CEO, did not receive a base salary increase for 2025. The Committee approved increases for certain other NEOs based on the factors described above. The Committee determined that the resulting base salary levels are competitive and appropriate relative to relevant market benchmarks. The table below sets forth the base salary rates in effect for our NEOs as of December 31, 2024 and as of April 15, 2025: 25
Short-Term (Annual) Incentive Compensation
Short-Term (Annual) Incentive Compensation Each of our NEOs is eligible to earn short-term incentive compensation based on Corporate Performance goals and Individual Performance goals. Short-term incentive awards are earned based on pre-established performance objectives, including those tied to our Critical Indicators, reinforcing the link between pay and performance. The table below presents the 2025 Critical Indicators and the goals and metrics for measuring performance against these objectives:
Short-Term (Annual) Incentive Compensation
| Critical Indicators | Description / Goal | Associated Plan Metrics | | Financial | •Deliver strong financial performance | • Adjusted EBITDAR as a percentage of budget* •Adjusted EBITDAR margin improvement | | Quality and Experience | •Ensure we deliver high levels of quality care | •Measured based on performance objectives relating to six individual quality and patient satisfaction metrics as reflected in our quality/experience index | | *Adjusted EBITDAR is defined as net income plus (i) provision for income taxes, (ii) interest expense and (iii) depreciation and amortization expense (or EBITDA), as adjusted to deduct noncontrolling interest earnings, and excludes the effects of losses on the extinguishment and modification of debt; other non-operating losses; Cybersecurity Incident recoveries, net of incremental information technology and litigation costs; certain legal matters and related costs; restructuring, exit and acquisition-related costs; change in accounting estimate; New Mexico professional liability accrual; expenses incurred in connection with the implementation of our integrated health information technology system provided by Epic Systems; equity-based compensation expense; loss from disposed operations; and rent expense payable to real estate investment trusts (“REITs”), as reported in the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. For a reconciliation of Adjusted EBITDAR to net income, the most directly comparable GAAP financial measure, please see “Reconciliation of Non-GAAP Measures" included on page 58 of this Proxy Statement. | | |
Short-Term (Annual) Incentive Compensation
The 2025 performance targets were established based on the Company’s operating budget and reflect the Committee’s expectation of meaningful year-over-year financial growth, margin expansion, and continued high-quality patient care. The 2025 Adjusted EBITDAR target of $774.3 million represented approximately 17% growth over the 2024 baseline of $661.8 million, which is equal to 2024 actual Adjusted EBITDAR of $658.9 million plus noncontrolling interest earnings of $2.9 million attributable to Ventas. The 2025 Adjusted EBITDAR margin target of 13.5% reflected a 240 basis point improvement over 2024 actual performance of 11.1%. The quality and experience component is measured through a Quality / Experience Index comprised of six individual quality and patient satisfaction metrics: (i) AHS HAI Roll Up, (ii) AHS Sepsis 1a, (iii) AHS Diabetic Control – A1C, (iv) AHS HCAHPS, (v) AHS Physician Net Promoter Score, and (vi) AHS Medicare Annual Wellness Visits. The Committee established minimum, 26 goal and maximum performance targets for each metric. Each metric is measured individually, and the results are combined to determine the overall Quality / Experience Index score. If Adjusted EBITDAR performance did not reach the minimum threshold of $740.0 million for 2025, no payout would be made under the 90% Corporate Performance component of the STIP. The table below presents the 2025 performance goals and weighting for the Corporate Performance component of the 2025 short-term incentive, which the Committee believes appropriately balances the expectation of sustained high-quality performance with continued financial and operational discipline.
Short-Term (Annual) Incentive Compensation
| Indicator | Metric | Metric Weight | Performance Range | Performance Target | Payout Range | | Financial | Adjusted EBITDAR ($M) | 50.0% | Minimum | $740.0 | 50% | | | | | Goal | $774.3 | 100% | | | | | Maximum | $832.0 | 200% | | | Adjusted EBITDAR margin improvement | 25.0% | Minimum | 12.9% | 50% | | | | | Goal | 13.5% | 100% | | | | | Maximum | 14.5% | 150% | | Quality and Experience | Comprised of six individual quality and patient satisfaction metrics | 25.0% | Minimum | 0.85 | 50% | | | | | Goal | 1.00 | 100% | | | | | Maximum | 1.15 | 125% |
Short-Term (Annual) Incentive Compensation
The Individual Performance component of the 2025 short-term incentive is weighted at 10% and is based on the achievement of specific individual objectives, including goals related to strategic growth initiatives, financial performance, operational priorities and talent recruitment, retention and development. Target payout for this component is 100%, with a payout range of 0% to 125% based on minimum and maximum levels of achievement, respectively. Payouts between performance levels are determined using straight-line interpolation. In March 2026, the Committee reviewed Company performance for fiscal year 2025 and determined the level of achievement against the pre-established performance goals, as reflected in the table below. Based on this review, the Committee determined that the minimum Adjusted EBITDAR performance threshold was not achieved and, as a result, no payout was earned under the Corporate Performance component of the STIP. Consistent with this outcome, no amounts were earned under the Individual Performance component on a formulaic basis.
Short-Term (Annual) Incentive Compensation
| | Adjusted EBITDAR ($M) | Adjusted EBITDAR Margin Improvement | Quality / Experience Index | | Weight | 50% | 25% | 25% | | Minimum | $740.0 | 12.9% | 0.85 | | Goal | $774.3 | 13.5% | 1.00 | | Maximum | $832.0 | 14.5% | 1.15 | | 2025 Actual Result | $709.3 | 12.7% | 1.14 | | % Achievement | —% | —% | 114% | | Actual Payout % | —% | —% | —% | | Weighted Actual Payout % | —% | —% | —% |
Short-Term (Annual) Incentive Compensation
27 The Company's Adjusted EBITDAR performance was below expectations primarily as a result of sustained professional fee inflation and increased payor denials in the second half of the year, which pressured margins despite solid volume and revenue growth. While the Company outperformed in five of the six quality and patient satisfaction metrics during 2025 — which, absent the financial threshold requirement would have resulted in above-target performance for the quality component — the failure to meet the minimum Adjusted EBITDAR threshold precluded any payout under the Corporate Performance component. The Committee believes this outcome reinforces the Company’s pay-for-performance philosophy and underscores the importance of achieving overall financial performance objectives. The remaining 10% of the short-term incentive opportunity is based on Individual Performance objectives relating to operational execution, strategic initiatives, talent management and leadership effectiveness. Based on overall Company performance and the failure to meet the minimum Adjusted EBITDAR threshold required to fund the Corporate Performance component, no amounts were earned under the Individual Performance component on a formulaic basis. The Committee evaluated individual performance and exercised discretion to approve limited cash bonus awards outside of the STIP to certain NEOs in recognition of their contributions to operational execution and strategic priorities during a challenging year, while maintaining a conservative overall compensation outcome. Mr. Bonick did not receive any payout with respect to the Individual Performance component or any discretionary bonus for 2025. During 2025, we appointed Mr. Caspers as Chief Operating Officer to scale operations, enhance patient and provider experiences, and integrate digital, marketing, and contact center strategies to improve engagement. At the time of Mr. Casper’s recruitment, internal forecasts indicated that the Company’s performance was trending toward target levels. However, year-end results were ultimately impacted by performance trends that were largely established prior to his arrival. The Board determined that holding a new leader accountable for financial outcomes determined before his tenure would be counterproductive to our recruitment and engagement goals. Accordingly, the Board awarded Mr. Caspers a discretionary bonus equal to his target opportunity for 2025, pro-rated for his time of service during the year. This pro-rated bonus recognizes Mr. Caspers’ immediate contributions and ensures his full focus on growing stockholder value in the years ahead. Target short-term incentive levels are reviewed annually by the Committee, and each NEO’s 2025 target opportunity, expressed as a percentage of base salary, is provided in the table below. Based on the performance outcomes and decisions described above, no short-term incentives were earned under the STIP but the Committee approved the discretionary award payments shown below for 2025, which were paid in March 2026:
Short-Term (Annual) Incentive Compensation
| Name | Salary as of December 31, 2025 | Short-Term Incentive Target Opportunity (1) | Total Achieved (1) | Bonus Payment | | Marty Bonick | $1,076,000 | 125% | —% | $— | | Alfred Lumsdaine | $660,000 | 90% | —% | $50,000(2) | | David Caspers | $700,000 | 90% | —% | $476,386(3) | | Stephen C. Petrovich | $552,000 | 75% | —% | $35,190(4) | | David Schultz (5) | $695,000 | 90% | —% | $— | | Ethan Chernin | $618,000 | 75% | —% | $23,175(6) | | (1)Shown as a percentage of base salary (2)This was a discretionary bonus awarded to Mr. Lumsdaine for his oversight and management of the Company's initial audit over the effectiveness of internal control over financial reporting under the Sarbanes-Oxley Act of 2002. (3)As discussed above, this was a discretionary bonus awarded to recognize Mr. Caspers for his immediate contributions in 2025. (4)This was a discretionary bonus awarded to Mr. Petrovich for his contributions to operational performance in a challenging environment, advancing strategic initiatives, and managing cost pressures. (5)Mr. Schultz served as President, Hospital Operations during fiscal 2025 and departed the Company effective June 16, 2025. (6)This was a discretionary bonus awarded to Mr. Chernin for his contributions to operational performance in a challenging environment, advancing strategic initiatives, and managing cost pressures. | | | | |
Short-Term (Annual) Incentive Compensation
28
Long-Term Equity Compensation
Long-Term Equity Compensation Long-term equity compensation is a core component of our executive compensation framework and is designed to align executive interests with long-term stockholder value creation while promoting retention and sustained performance. Equity awards provide executives with meaningful exposure to stock price performance and, in the case of performance-based awards, link realized compensation directly to the achievement of pre-established financial objectives.
2025 Long-Term Equity Compensation Awards
2025 Long-Term Equity Compensation Awards On April 1, 2025, the Compensation Committee awarded long-term equity-based incentive awards consisting of (i) RSUs (35%) and (ii) PRSUs (65%). The Committee determined the grant levels based on a number of factors, including Company performance and individual performance, internal equity, our compensation philosophy and competitive market data and related positioning. The long-term incentive award opportunity for each of our NEOs is shown in the table below.
2025 Long-Term Equity Compensation Awards
| | RSUs | | PRSUs (at Target) | | | NEO | Value ($) | RSUs (#) | Value ($) | PRSUs (#) | | Marty Bonick | 1,750,000 | 134,927 | 3,250,000 | 239,499 | | Alfred Lumsdaine | 700,000 | 53,971 | 1,300,000 | 95,800 | | David Caspers | 428,750 | 33,057 | 796,250 | 58,678 | | Stephen C. Petrovich | 288,750 | 22,263 | 536,250 | 39,518 | | David Schultz | 350,000 | 26,985 | 650,000 | 47,901 | | Ethan Chernin | 271,250 | 20,914 | 503,750 | 37,122 |
2025 Long-Term Equity Compensation Awards
For additional information regarding the 2025 annual equity awards, see "Grants of Plan-Based Awards in Fiscal 2025 Table."
Time-Based Restricted Stock Units
Time-Based Restricted Stock Units RSUs provide executives with time-based equity that supports retention and reinforces alignment with stockholders. Each RSU represents the right to receive one share of Company Common Stock, subject to continued service through the applicable vesting date. For the 2025 annual grants, RSUs vest in three substantially equal installments over a three-year period, generally contingent on continued employment. The value ultimately realized depends on the Company’s share price at the time of vesting, directly aligning executives’ interests with long-term stockholder outcomes.
Performance-Based Restricted Stock Units
Performance-Based Restricted Stock Units PRSUs provide executives the opportunity to earn shares of Company Common Stock based on the achievement of pre- established financial performance objectives, subject to continued service through the vesting date. For the 2025 annual grants, performance is measured from January 1, 2025 through December 31, 2025. Any earned PRSUs are subject to a three-year service-based vesting schedule, with final vesting on April 1, 2028, generally contingent on continued employment. Performance is based on two core financial metrics: •Adjusted EBITDAR (60%), which the Committee believes is a key indicator of operating performance, earnings growth and cash flow generation; and •Net revenue (40%), which reflects topline growth and the Company’s ability to expand services and patient volumes. The Committee selected these metrics because they align directly with the Company’s strategic priorities of driving sustainable earnings growth, expanding margins, and scaling operations responsibly. Threshold, target and maximum performance levels were established at the beginning of the performance period. For each metric: •50% of target shares are earned for threshold performance; •100% are earned for target performance; and 29 •200% are earned for maximum performance. Performance between levels is determined using straight-line interpolation. No shares are earned for performance below threshold. In light of regulatory uncertainty within the healthcare sector and the resulting volatility affecting longer-term forecasting, the Committee determined that a one-year performance period for the 2025 PRSUs was appropriate to ensure rigorous and responsible goal-setting. Importantly, the Committee maintained a three-year service-based vesting requirement to reinforce retention and long-term accountability. In addition, a three-year relative Total Stockholder Return ("TSR") modifier was incorporated to further align realized compensation with stockholder outcomes over the full vesting period. Relative TSR will be measured against a customized peer group of healthcare services companies, ensuring that realized payouts reflect both absolute financial performance and relative stock price performance.
Employment Agreements and Executive Severance Program
Employment Agreements and Executive Severance Program Messrs. Bonick, Lumsdaine and Petrovich are party to employment agreements that provide for compensation, severance and other customary terms. Mr. Caspers is employed pursuant to an offer letter that sets forth the principal terms of his compensation and severance protection. The Company maintains an Executive Severance Plan that provides benefits in the event of a qualifying termination, including enhanced protections in connection with a change in control. A detailed description of these arrangements is provided under “Executive Compensation – Employment Agreements and Offer Letters” and “Executive Compensation – Potential Payments upon Termination or Change in Control.” Mr. Schultz, former President, Hospital Operations, and Mr. Chernin, former President, Health Services, departed the Company on June 16, 2025 and March 24, 2026, respectively. Their departures were treated as Qualifying Terminations under the Executive Severance Plan, and they are entitled to severance benefits in accordance with its terms.
Equity Grant Practices
Equity Grant Practices The Committee’s typical practice is to grant equity awards to our officers during the first or second quarter of each year. We do not engage in the practice of timing grants with the release of material non-public information. In 2025, we did not grant stock options or other stock-based compensation other than Common Stock, RSUs and PRSUs. 31
Accounting for Stock-Based Compensation
Accounting for Stock-Based Compensation We follow the Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC Topic 718") for our stock-based compensation awards. ASC Topic 718 requires us to measure and record the compensation expense in our income statement for all share-based payment awards made to our employees and the non-employee members of our Board, including equity awards, based on the grant date "fair value" of the award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This calculation is performed for accounting purposes and reported in the executive compensation tables required by federal securities laws, even though the recipient of the awards may never realize any value from their awards.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus (1) | Stock Awards (3) | Non-Equity Incentive Plan Compensation (4) | All Other Compensation (5) | Total | | Marty Bonick President and Chief Executive Officer | 2025 | $1,076,000 | $— | $5,000,004 | $— | $14,000 | $6,090,004 | | | 2024 | $1,060,485 | $— | $4,520,272 | $1,345,300 | $13,200 | $6,939,257 | | | 2023 | $988,623 | $— | $— | $1,207,454 | $13,200 | $2,209,277 | | Alfred Lumsdaine Chief Financial Officer | 2025 | $650,235 | $50,000 | $2,000,010 | $— | $14,000 | $2,714,245 | | | 2024 | $622,632 | $— | $2,220,890 | $571,192 | $13,200 | $3,427,914 | | | 2023 | $594,314 | $— | $278,800 | $431,120 | $13,200 | $1,317,434 | | David Caspers Chief Operating Officer | 2025 | $511,541 | $551,386(2) | $1,325,021(6) | $— | $59,622 | $2,447,570 | | | 2024 | $— | $— | $— | $— | $— | $— | | | 2023 | $— | $— | $— | $— | $— | $— | | Stephen C. Petrovich Executive Vice President and General Counsel | 2025 | $547,051 | $35,190 | $825,010 | $— | $14,000 | $1,421,251 | | | 2024 | $531,091 | $— | $991,419 | $501,913 | $13,200 | $2,037,623 | | | 2023 | $508,579 | $— | $64,780 | $371,644 | $13,200 | $958,203 | | David Schultz Former President, Hospital Operations | 2025 | $389,866 | $— | $1,000,012 | $— | $674,241 | $2,064,119 | | | 2024 | $652,116 | $— | $1,347,291(7) | $554,894 | $461,557 | $3,015,858 | | | 2023 | $342,948 | $225,000(2) | $98,400 | $— | $59,259 | $725,607 | | Ethan Chernin Former President, Health Services | 2025 | $612,466 | $23,175 | $775,001 | $— | $73,672 | $1,484,314 | | | 2024 | $343,856 | $50,000(2) | $750,016 | $268,037 | $80,610 | $1,492,519 | | | 2023 | $— | $— | $— | $— | $— | $— | | (1)The values in this column reflect discretionary bonuses paid to our NEOs, including certain one-time cash awards outside of the STIP that were approved by the Committee. | | | | | | | | | (2)Pursuant to Mr. Schultz’s offer letter entered into in connection with his appointment as President, Hospital Operations, we agreed that Mr. Schultz would receive his target bonus award in respect of his 2023 service prior to the above promotion irrespective of satisfaction of the performance goals thereunder. Pursuant to Mr. Chernin’s offer letter, he received a $50,000 sign-on bonus after his first month of employment. Pursuant to Mr. Caspers’ offer letter, he received a $75,000 cash sign-on bonus after his first month of employment, which is included in Mr. Casper's bonus amount for 2025. | | | | | | | | | (3)The values in this column reflect the aggregate grant date fair values of our equity-based compensation awards in accordance with ASC Topic 718. See “Long-Term Equity Compensation” in the Compensation Discussion and Analysis section of this Proxy Statement for additional information regarding these equity-based compensation awards and their terms. With respect to our PRSU awards, we report grant date fair value at target- level performance, which is the probable achievement level of the performance conditions. Assuming achievement of performance goals at the maximum level, the aggregate grant date fair value of these PRSUs for 2025 and 2024, respectively, would be Mr. Bonick, $6,500,002 and $5,876,352; Mr. Lumsdaine, $2,600,012 and $1,837,696; Mr. Caspers, $1,592,520 and $—; Mr. Petrovich, $1,072,518 and $1,044,992; Mr. Schultz $1,300,034 and $1,335,744; and Mr. Chernin, $1,007,492 and $975,040. With respect to the 2023 time-based Class C unit awards (i.e., the Class C-1 Units), the Company employed a Black-Scholes option pricing model to determine the grant date fair value of its equity-based awards, which was used to allocate the estimated equity value of the Company to the various unit classes. Such equity value of the Company was estimated using income and market valuation approaches, including then-recent sales of the Company’s common units. Such estimates required the input of highly subjective, complex assumptions. The Company’s valuation assumptions are described in Note 9, “Equity,” in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. | | | | | | | | | (4)The values in this column represent the payment of 2023 and 2024 annual short-term cash incentive awards, paid in 2024 and 2025, respectively, under the STIP. | | | | | | | | | (5)Details with respect to the 2025 amounts in this column are set forth in the table below. | | | | | | | |
Summary Compensation Table
33
Summary Compensation Table
| Name | Relocation Allowance Temporary Housing and Moving Costs | Company Savings Plan Contributions | Severance Payments | Total | | Marty Bonick | $— | $14,000 | $— | $14,000 | | Alfred Lumsdaine | $— | $14,000 | $— | $14,000 | | David Caspers | $45,622 | $14,000 | $— | $59,622 | | Stephen C. Petrovich | $— | $14,000 | $— | $14,000 | | David Schultz | $— | $14,000 | $660,241 | $674,241 | | Ethan Chernin | $59,672 | $14,000 | $— | $73,672 |
Summary Compensation Table
| (6)Included in this amount is a $100,000 sign-on bonus in the form of Common Stock issued to Mr. Caspers pursuant to his offer letter. | | (7)On January 2, 2024, Mr. Schultz was issued a grant of 14,676 Class C-1 Units. None of these pre-IPO Class C-1 Units converted to restricted stock awards ("RSAs") in connection with the Corporate Conversion defined on page 51 of this Proxy Statement. Instead, Class C-1 Units were cancelled for no value pursuant to the terms set forth in the plan of conversion (including the conversion formula set forth therein). Therefore, the grant date value with respect to such Class C units is assumed to be $0 and is not otherwise reported in this table. |
Summary Compensation Table
34
Grants of Plan-Based Awards in Fiscal 2025 Table
Grants of Plan-Based Awards in Fiscal 2025 Table
Grants of Plan-Based Awards in Fiscal 2025 Table
| | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (3) | Grant Date Fair Value of Stock Awards (4) | | Name | Grant Date | Award Type | Threshold(5) | Target | Maximum | Threshold | Target | Maximum | | | | Marty Bonick | 01/01/2025 | STIP | $605,250 | $1,345,000 | $2,210,844 | — | — | — | — | $— | | | 04/01/2025 | RSU | $— | $— | $— | — | — | — | 134,927 | $1,750,003 | | | 04/01/2025 | PRSU | $— | $— | $— | 119,750 | 239,499 | 478,998 | — | $3,250,001 | | Alfred Lumsdaine | 01/01/2025 | STIP | $267,300 | $594,000 | $976,388 | — | — | — | — | $— | | | 04/01/2025 | RSU | $— | $— | $— | — | — | — | 53,971 | $700,004 | | | 04/01/2025 | PRSU | $— | $— | $— | 47,900 | 95,800 | 191,600 | — | $1,300,006 | | David Caspers (6) | 03/31/2025 | STIP | $214,374 | $476,386 | $783,059 | — | — | — | — | $— | | | 04/01/2025 | CS | $— | $— | $— | — | — | — | 7,711 | $100,012 | | | 04/01/2025 | RSU | $— | $— | $— | — | — | — | 33,057 | $428,749 | | | 04/01/2025 | PRSU | $— | $— | $— | 29,339 | 58,678 | 117,356 | — | $796,260 | | Stephen C. Petrovich | 01/01/2025 | STIP | $186,300 | $414,000 | $680,513 | — | — | — | — | $— | | | 04/01/2025 | RSU | $— | $— | $— | — | — | — | 22,263 | $288,751 | | | 04/01/2025 | PRSU | $— | $— | $— | 19,759 | 39,518 | 79,036 | — | $536,259 | | David Schultz | 01/01/2025 | STIP | $157,896 | $350,879 | $576,757 | — | — | — | — | $— | | | 04/01/2025 | RSU | $— | $— | $— | — | — | — | 26,985 | $349,995 | | | 04/01/2025 | PRSU | $— | $— | $— | 23,951 | 47,901 | 95,802 | — | $650,017 | | Ethan Chernin | 01/01/2025 | STIP | $208,575 | $463,500 | $761,878 | — | — | — | — | $— | | | 04/01/2025 | RSU | $— | $— | $— | — | — | — | 20,914 | $271,255 | | | 04/01/2025 | PRSU | $— | $— | $— | 18,561 | 37,122 | 74,244 | — | $503,746 | | (1)The values in these columns represent the Threshold, Target and Maximum annual bonus opportunities for 2025 under our Short-Term Incentive Plan (abbreviated above as "STIP"). Under the plan terms, if our minimum performance criteria are not met, no bonus is payable. The Threshold amounts disclosed assume a minimum level of achievement for each metric under the STIP. | | | | | | | | | | | | (2)The values shown reflect the number of shares attributable to the 2025 PRSUs. The 2025 PRSUs vest on April 1, 2028, subject to the NEO's continued service with the Company until such time, attainment of performance criteria set by the Committee, and results of the three-year relative TSR modifier. The performance criteria under the 2025 PRSUs relate to achievement of Adjusted EBITDAR and net revenue metrics over the 2025 calendar year. These metrics relate to separate portions of the target number of PRSUs under each PRSU award, such that 60% of the target PRSUs relate to the Adjusted EBITDAR metric and 40% of the target PRSUs relate to the net revenue metric. | | | | | | | | | | | | (3)The values in this column represent the number of RSUs and Common Stock awards (abbreviated above as "CS") granted in 2025. With respect to the 2025 RSUs granted on April 1, 2025, the RSUs vest in three substantially equal installments, with approximately one-third of the RSUs vesting on each of April 1, 2026, April 1, 2027 and April 1, 2028, subject to the NEO's continued service with the Company through each applicable vesting date. | | | | | | | | | | | | (4)Amounts reported in this column reflect the aggregate grant date fair value of the applicable RSUs, PRSUs and CS granted in 2025, computed in accordance with ASC Topic 718. For a discussion of the assumptions and methodologies used to calculate the amounts reflected in the table above, please see footnote 3 to the “Summary Compensation Table” above. | | | | | | | | | | | | (5)The Threshold amounts reported in this table do not include any value for the Individual Performance metrics as there is no specific minimum threshold that NEOs can earn as the payouts for such Individual Performance metrics range from 0% to 125%. | | | | | | | | | | | | (6)Mr. Caspers was appointed as Chief Operating Officer effective March 31, 2025. Thus, the STIP amounts above are prorated to reflect the partial year spent in the position. | | | | | | | | | | |
Outstanding Equity Awards at Fiscal 2025 Year-End
Outstanding Equity Awards at Fiscal 2025 Year-End
Outstanding Equity Awards at Fiscal 2025 Year-End
| Name | Grant Date | Award Type | Number of Shares or Units of Stock that have not Vested (1) | Market Value of Shares or Units of Stock that have not Vested (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested (2) | | Marty Bonick | 09/01/2020 | RSA (5) | 439,434 | $3,880,202 | — | $— | | | 07/18/2024 | RSU | 65,921 | $582,082 | — | $— | | | 07/18/2024 | PRSU | — | $— | 183,636 | $1,621,506 | | | 04/01/2025 | RSU | 134,927 | $1,191,405 | — | $— | | | 04/01/2025 | PRSU | — | $— | 239,499 | $2,114,776 | | Alfred Lumsdaine | 09/08/2021 | RSA (4) | 4,649 | $41,051 | — | $— | | | 09/08/2021 | RSA (5) | 29,295 | $258,675 | — | $— | | | 07/18/2024 | RSU | 20,615 | $182,030 | — | $— | | | 07/18/2024 | PRSU | — | $— | 57,428 | $507,089 | | | 09/25/2024 | RSU | 27,828 | $245,721 | — | $— | | | 04/01/2025 | RSU | 53,971 | $476,564 | — | $— | | | 04/01/2025 | PRSU | — | $— | 95,800 | $845,914 | | David Caspers | 04/01/2025 | RSU | 33,057 | $291,893 | — | $— | | | 04/01/2025 | PRSU | — | $— | 58,678 | $518,127 | | Stephen C. Petrovich | 10/01/2015 | RSA (5) | 259,266 | $2,289,319 | — | $— | | | 07/13/2018 | RSA (5) | 22,195 | $195,982 | — | $— | | | 07/18/2024 | RSU | 11,723 | $103,514 | — | $— | | | 07/18/2024 | PRSU | — | $— | 32,656 | $288,352 | | | 09/25/2024 | RSU | 6,466 | $57,095 | — | $— | | | 04/01/2025 | RSU | 22,263 | $196,582 | — | $— | | | 04/01/2025 | PRSU | — | $— | 39,518 | $348,944 | | David Schultz | 07/18/2024 | PRSU | — | $— | 15,545 | $137,262 | | | 04/01/2025 | PRSU | — | $— | 3,363 | $29,695 | | Ethan Chernin | 07/18/2024 | RSU | 10,937 | $95,574 | — | $— | | | 07/18/2024 | PRSU | — | $— | 30,470 | $269,050 | | | 04/01/2025 | RSU | 20,914 | $184,671 | — | $— | | | 04/01/2025 | PRSU | — | $— | 37,122 | $327,787 |
Outstanding Equity Awards at Fiscal 2025 Year-End
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Outstanding Equity Awards at Fiscal 2025 Year-End
| (1)Represents (i) unvested RSAs issued in 2024 in connection with conversion of the Class C-1 Units and Class C-2 Units pursuant to the Corporate Conversion (the vesting terms of such RSAs are described in footnotes 4 and 5 below), and (ii) remaining portion of unvested RSUs granted in 2024 and 2025. With respect to the RSUs granted on July 18, 2024, the remaining RSUs vest in two substantially equal installments, with approximately one-half of the RSUs vesting on each of March 31, 2026 and March 31, 2027, subject to the NEO's continued service with the Company through each applicable vesting date. With respect to the RSUs granted on September 25, 2024, the remaining RSUs vest in two substantially equal installments with approximately one-half of the RSUs vesting on each of September 25, 2026 and September 25, 2027, subject to the NEO's continued service with the Company through each applicable vesting date. With respect to the RSUs granted on April 1, 2025, the RSUs vest in three substantially equal installments with approximately one-third of the RSUs vesting on each of April 1, 2026, April 1, 2027 and April 1, 2028, subject to the NEO's continued service with the Company through each applicable vesting date. | | (2)Based on the per share closing price of our Common Stock of $8.83 on December 31, 2025. | | (3)Represents unvested 2024 PRSUs granted on July 18, 2024, which vest on December 31, 2026, subject to the NEO's continued service with the Company until such time and attainment of performance criteria set by the Committee. The performance criteria under the 2024 PRSUs relate to achievement of Adjusted EBITDAR and net revenue metrics over the cumulative 2024-2025 period. These metrics relate to separate portions of the target number of PRSUs under each PRSU award, such that 60% of the target PRSUs relate to the Adjusted EBITDAR metric and 40% of the target PRSUs relate to the net revenue metric. Also represents unvested 2025 PRSUs granted on April 1, 2025, which vest on April 1, 2028, subject to the NEO's continued service with the Company until such time, attainment of performance criteria set by the Committee, and results of the three-year relative TSR modifier. The performance criteria under the 2025 PRSUs relate to achievement of Adjusted EBITDAR and net revenue metrics over the 2025 calendar year. These metrics relate to separate portions of the target number of PRSUs under each PRSU award, such that 60% of the target PRSUs relate to the Adjusted EBITDAR metric and 40% of the target PRSUs relate to the net revenue metric. | | (4)Represents unvested RSAs that were issued with respect to awards of pre-IPO Class C-1 Units that were converted into RSAs on July 17, 2024 in connection with the Corporate Conversion and in accordance with a formula set forth in the plan of conversion. These RSAs vest ratably in substantially equal installments each calendar quarter over the remainder of the 5-year vesting period that applied to the related pre-IPO Class C-1 Units, subject to the NEO's continued service with the Company through each applicable vesting date. | | (5)Represents remaining portion of unvested RSAs that were issued with respect to awards of pre-IPO Class C-2 Units that were converted into RSAs on July 17, 2024 in connection with the Corporate Conversion and in accordance with a formula set forth in the plan of conversion. These RSAs vest in two substantially equal installments on each of March 31, 2026 and March 31, 2027, subject to the NEO's continued service with the Company through each applicable vesting date. |
Stock Vested in Fiscal 2025
Stock Vested in Fiscal 2025
Stock Vested in Fiscal 2025
| Name | Number of Shares Acquired on Vesting | Stock Awards Value Realized on Vesting | | Marty Bonick (1) | 252,677 | $2,997,523 | | Alfred Lumsdaine (2) | 48,161 | $609,836 | | David Caspers | — | $— | | Stephen C. Petrovich (3) | 149,825 | $1,752,897 | | David Schultz (4) | 48,007 | $626,469 | | Ethan Chernin (5) | 5,469 | $75,199 |
Stock Vested in Fiscal 2025
| (1) Represents shares of our Common Stock issued to Mr. Bonick in connection with the vesting of RSUs on March 31, 2025 (32,960 shares) and the vesting of RSAs on July 17, 2025 (219,717 shares). The value realized on such vesting is based on our closing stock price on the respective vesting dates. | | (2) Represents shares of our Common Stock issued to Mr. Lumsdaine in connection with the vesting of RSUs on March 31, 2025 (10,307 shares) and September 25, 2025 (13,914 shares) and the vesting of RSAs on March 31, 2025 (2,323 shares), June 30, 2025 (2,323 shares), July 17, 2025 (14,648 shares), September 30, 2025 (2,323 shares) and December 31, 2025 (2,323 shares). The value realized on such vesting is based on our closing stock price on the respective vesting dates. | | (3) Represents shares of our Common Stock issued to Mr. Petrovich in connection with the vesting of RSUs on March 31, 2025 (5,861 shares) and September 25, 2025 (3,233 shares) and the vesting of RSAs July 17, 2025 (140,731 shares). The value realized on such vesting is based on our closing stock price on the respective vesting dates. | | (4) Represents shares of our Common Stock issued to Mr. Schultz in connection with the vesting of RSUs on March 31, 2025 (7,492 shares) and in connection with the accelerated vesting of certain of Mr. Schultz’s RSUs upon his termination on June 16, 2025 (40,515 shares). The value realized on such vesting is based on our closing stock price on the respective vesting dates. | | (5) Represents shares of our Common Stock issued to Mr. Chernin in connection with the vesting of RSUs on March 31, 2025. The value realized on such vesting is based on our closing stock price on the vesting date. |
Stock Vested in Fiscal 2025
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Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Each of Messrs. Bonick, Lumsdaine and Petrovich is party to an employment agreement which provides for severance payments in connection with a termination of employment under certain circumstances. Mr. Caspers is, and Messrs. Schultz and Chernin prior to their departure from the Company were, eligible for certain severance payments pursuant to the Severance Plan. •In the case of Mr. Bonick, the applicable severance benefits are outlined in his employment agreement. The terms of his such severance benefits are consistent with the severance guidelines approved by the Committee prior to our IPO. Thus, although the employment agreement was entered into on January 10, 2025, such severance benefits are described below. In the event of a termination of the executive’s employment by the executive for Good Reason or by the Company without Cause (as such terms are defined in the executive’s amended and restated employment agreement), the executive is entitled to severance benefits equal to (i) the sum of his base salary and target bonus (A) multiplied by two and payable in substantially equal installments in accordance with our normal payroll practices for 24 months, or (B) if such termination occurs in connection with a Change in Control (as defined in the executive’s amended and restated employment agreement), multiplied by three and payable in a lump sum, and (ii) monthly COBRA coverage reimbursements for up to 18 months. A termination without Cause for these purposes includes non-renewal of the stated term of employment by the Company. In addition, in the event of the executive’s disability, he is entitled to continued base salary payments during the six-month period following his termination of employment. •In the case of Mr. Lumsdaine, the applicable severance benefits are outlined in his employment agreement. The terms of such severance benefits are consistent with the severance guidelines approved by the Committee prior to our IPO. Thus, although the employment agreement was entered into on January 10, 2025, such severance benefits are described below. In the event of a termination of the executive’s employment by the executive for Good Reason or by the Company without Cause (as such terms are defined in the executive’s amended and restated employment agreement), the executive is entitled to severance benefits equal to (i) the sum of his base salary and target bonus (A) multiplied by 1.5 and payable in substantially equal installments in accordance with our normal payroll practices for 18 months, or (B) if the qualifying termination occurs in connection with a Change in Control (as defined in the executive’s amended and restated employment agreement), multiplied by two and payable in a lump sum and (ii) reimbursement of the monthly cost for COBRA coverage for up to 18 months. A termination without Cause for these purposes includes non-renewal of the stated term of employment by the Company. In addition, in the event of the executive’s disability, he is entitled to continued base salary payments during the six-month period following his termination of employment. •In the case of Mr. Petrovich, in the event of a termination of the executive’s employment by the executive for Good Reason or by the Company without Cause (as such terms are defined in the executive’s employment agreement), the executive is entitled to a severance payment equal to a multiple of two times (i) the highest base salary rate in effect during the term of the agreement, (ii) the highest bonus level that would be paid to the executive if the bonus plan targets were achieved (regardless of actual achievement), and (iii) an additional amount equal to 15% of his base salary at the time of termination. These severance payments are to be made in equal installments over the 24-month period following termination, subject to acceleration in the event the executive dies post-termination. In addition, in the event of the executive’s disability, he is entitled to continued base salary payments during the six-month period following his termination of employment. The severance provisions in Mr. Petrovich’s employment agreement also provide that he will be entitled to reimbursement of his reasonable attorney’s fees and costs (and related arbitration, mediation and litigation costs) in the event he successfully resolves certain compensation and benefits claims in his favor. •In the case of Mr. Caspers, and Messrs. Schultz and Chernin prior to their departure, the Severance Plan applies in the event of a termination of the executive’s employment by the executive for Good Reason or by the Company without Cause (as defined in the Severance Plan). In such case, the executive is entitled to a severance payment equal to (i) the sum of the executive’s base salary and target bonus (A) multiplied by 1.5 and payable in substantially equal installments in accordance with our normal payroll practices for 18 months, or (B) if the qualifying termination occurs in connection with a change in control of the Company, multiplied by two and payable in a lump sum, and (ii) reimbursement of the monthly cost for COBRA coverage for up to 18 months. 39 For purposes of the foregoing employment agreements and the Severance Plan: •"Cause" generally means the executive’s (i) willful refusal to perform, or gross negligence in performing, the reasonable duties of his office, (ii) conviction of or guilty plea to any crime punishable as a felony, or involving fraud or embezzlement, any crime involving moral turpitude or any crime in connection with the delivery of healthcare services, (iii) inability to participate in applicable federal healthcare programs, (iv) any act involving moral turpitude that materially affects the performance of his duties, (v) use of alcohol in violation of company policies or illegal use of drugs, (vi) engagement in fraud, theft, misappropriation or embezzlement with respect to the Company or any of its affiliates, (vii) exclusion from participation in any applicable federal healthcare program, or (viii) sanctioning by any federal or state governmental agency or department and/or being listed on the Health and Human Services cumulative sanctions report, or excluded by the General Services Administration, as set forth on the list of excluded providers. •"Change in Control" generally means (i) any person becomes the direct or indirect beneficial owner of more than 50% of the Company’s then-outstanding voting securities, (ii) directors serving on the Board during a specified period cease to constitute at least a majority of the Board unless such directors are approved by a vote of at least a majority of the incumbent directors, and (iii) consummation of any merger, reorganization or consolidation involving the Company, a complete liquidation of the Company or sale of substantially all of the Company’s assets involving, as applicable, one or more parties that are unrelated to the Company unless the holders of the voting securities of the Company immediately prior to the transaction own more than 50% of the then combined voting power of the voting securities of the company resulting from such transaction in substantially the same proportions of their ownership of such voting securities of the Company prior to the transaction. Each employment agreement contains restrictive covenants where the executive is subject to during such executive’s employment and each executive will in all cases be subject to such restrictive covenants following such executive’s termination of employment. The executives who are party to employment agreements are bound by a perpetual confidentiality restriction, as well as post-employment non-competition and employee non-solicitation restrictions. For
Potential Payments upon Termination or Change in Control
Messrs. Bonick and Lumsdaine, the post-employment non-competition and non-solicitation restricted period is the 12- month period following each individual’s respective termination of employment. For Mr. Petrovich, the restricted period is the 24-month period following his termination of employment (or, in the case of a termination without cause, the 12- month period following termination of employment). The Company may implement similar restrictive covenants for Mr. Caspers pursuant to the Severance Plan.
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd‑Frank Act and Item 402(u) of Regulation S‑K, we are providing the following information regarding the relationship between the annual total compensation of our employees and the annual total compensation of Marty Bonick, our President and Chief Executive Officer. The 2025 annual total compensation of the median compensated employee as of December 31, 2025, excluding Mr. Bonick, was $56,682. The 2025 annual total compensation of Mr. Bonick was $6,090,004. Based on these amounts, the ratio of our President and Chief Executive Officer’s 2025 annual total compensation to that of our median compensated employee was approximately 107:1. The pay ratio disclosed above represents a reasonable estimate calculated in a manner consistent with SEC rules. We identified our median employee using total annual W‑2 wages of employees who were employed for the entirety of 2025 and the annualized value of total gross wages earned during 2025 for employees who commenced employment during 2025 and were employed as of December 31, 2025. Our employee population consisted of full‑time, part‑time, and temporary employees. The inclusion of part‑time and temporary employees reduces the median annual total compensation of our employee population. Due to the nature of the healthcare industry, including workforce turnover and job status changes, we identified the employee population and median employee as of December 31, 2025 based on our payroll and employment records. After identifying the median employee, we calculated that employee’s annual total compensation for 2025 using the same methodology used to determine the annual total compensation of our NEOs, as reflected in the "Summary Compensation Table" included elsewhere in this Proxy Statement. The SEC's rules for identifying the median compensated employee and calculating the CEO pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies and make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratios reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different workforce compositions and compensation practices or utilize different methodologies, estimates, and assumptions in their calculations. 43
Pay Versus Performance
Pay Versus Performance The following table and supporting narrative contain information regarding compensation actually paid ("CAP") to our NEOs and the relationship to Company performance in accordance with SEC rules. Neither CAP nor the amount reported in the Summary Compensation Table reflect the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, CAP was calculated by adjusting Summary Compensation Table total compensation values for the applicable year as described in the footnotes to the table.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1) | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (2) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($M) | Adjusted EBITDAR ($M) (4) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (3) | | | | 2025 | $6,090,004 | $(3,171,355) | $2,026,300 | $216,369 | $55 | $105 | $230 | $709 | | 2024 | $6,939,257 | $18,696,908 | $2,493,471 | $4,440,157 | $106 | $94 | $300 | $659 |
Pay Versus Performance Table
(1)Reflects compensation for our CEO, Marty Bonick, who served as our Principal Executive Officer ("PEO") in 2024 and 2025. (2)For both years presented, reflects compensation for Alfred Lumsdaine, Stephen C. Petrovich, David Schultz and Ethan Chernin, and, with respect to 2025, additionally reflects compensation for David Caspers, as shown in the Summary Compensation Table above. (3)Peer Group used for TSR comparisons reflects the S&P Health Care Index. TSR calculation assumes an initial investment of $100 at the market close of July 18, 2024, the date our stock commenced trading on the NYSE. Data for the S&P Health Care Index assumes reinvestment of dividends. (4)The Company-selected measure is Adjusted EBITDAR, as defined in the "Supplemental Non-GAAP Valuation Measure" section in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. To calculate CAP for our PEO and other NEOs, the following adjustments were made to Summary Compensation Table total compensation for the year ended December 31, 2025.
Pay Versus Performance Table
| Adjustments | PEO | Other NEOs | | Summary Compensation Table Total | $6,090,004 | $2,026,300 | | Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table | (5,000,004) | (1,185,011) | | Addition of fair value at fiscal year (FY) end of equity awards granted during the FY that remained outstanding | 2,905,859 | 566,773 | | Addition of fair value at vesting date of equity awards granted during the FY that vested during the FY | — | 43,245 | | Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding | (5,849,014) | (996,308) | | Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY | (1,318,200) | (238,630) | | Compensation Actually Paid | $(3,171,355) | $216,369 |
Pay Versus Performance: Graphical Description
Pay Versus Performance: Graphical Description The illustrations below depict CAP (as calculated in accordance with the SEC rules) and its relationship to the following measures: 1.the Company’s cumulative TSR and the Peer Group’s cumulative TSR; 2.the Company’s net income; and 3.the Company-selected measure, which is Adjusted EBITDAR.
Director Compensation
Director Compensation In connection with our IPO, the Committee established a compensation program for our non-employee directors for their service on the Board (the "Director Program"). The Director Program consists of annual cash retainers and grants of time- based RSUs under the 2024 Plan ("Annual Director RSUs"). Under the Director Program, each participating non-employee director receives an annual cash retainer of $100,000 and a grant of Annual Director RSUs with a vesting period of 12 months and a grant date value of $185,000 for their service on the Board. In addition, depending on their position with the Board, participating non-employee directors will receive the following additional annual cash retainers for their service on the Board:
Director Compensation
| Position | Additional Retainer | | Chairperson of the Board | $125,000 | | Audit and Compliance Committee | | | Chairperson | $30,000 | | Committee Member | $15,000 | | Compensation Committee | | | Chairperson | $20,000 | | Committee Member | $10,000 | | Nominating and Corporate Governance Committee | | | Chairperson | $15,000 | | Committee Member | $7,500 | | Patient Safety and Quality of Care Committee | | | Chairperson | $20,000 | | Committee Member | $10,000 |
Director Compensation
The annual cash retainers are paid in four equal quarterly installments and pro-rated for any partial year of service on the Board. Similarly, grants of Annual Director RSUs will be prorated for any partial year of service, such that for any new or replacement non-affiliated non-employee directors appointed during a fiscal year, they would receive a pro-rata portion of Annual Director RSUs based on the time remaining in the fiscal year of their appointment. Any unvested portion of the annual equity award generally is forfeited upon a such director’s termination of Board service, other than due to (i) death, (ii) disability or (iii) such director’s continued service until the first annual meeting of stockholders following the date of grant that applies to such Annual Director RSUs where such director (A) fails to be re- elected as a member of the Board (other than for reasons related to such director’s misconduct or similar circumstances), or (B) does not stand for re-election. In addition, the Board will review, from time to time, our director compensation program to ensure we can continue to attract and retain highly qualified Board members. Mr. Bulgarelli, at the direction of Ventas, historically has been designated as ineligible to participate in the Director Program, but will be eligible to participate for 2026 as a result of his retirement from Ventas. 47
2025 Director Compensation
2025 Director Compensation The following table summarizes, for 2025, certain information regarding the compensation of our non-employee directors. Mr. Bonick, our CEO, does not receive any separate compensation for his service on our Board. Please see "Executive Compensation – Summary Compensation Table" for a summary of the compensation received by Mr. Bonick in 2025 in his capacity as an executive officer. Mr. Bulgarelli, at the direction of Ventas, did not receive compensation for his service as a director during 2025.
2025 Director Compensation
| Name | Fees Earned or Paid in Cash(1) | Stock Awards(2)(3) | Total | | Peter Bynoe | $125,000 | $169,716 | $294,716 | | Suzanne Campion | $117,500 | $169,716 | $287,216 | | Robert DeMichiei (4) | $91,875 | $129,136 | $221,011 | | William Goodyear | $137,500 | $169,716 | $307,216 | | Ellen Havdala | $130,000 | $169,716 | $299,716 | | Edmondo Robinson | $135,000 | $169,716 | $304,716 | | Rahul Sen | $117,500 | $169,716 | $287,216 | | Mark Sotir | $225,000 | $169,716 | $394,716 | | Rob Webb | $125,000 | $169,716 | $294,716 |
2025 Director Compensation
| (1) Amounts reported in this column represent cash fees paid to each non-employee director during 2025 for his or her Board and committee service. Cash fees are paid quarterly in arrears. | | (2) Amounts reported in this column reflect the aggregate grant date fair value for the Annual Director RSUs granted in 2025, computed in accordance with ASC Topic 718. The Company’s valuation assumptions are described in Note 9, "Equity," in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. | | (3) The aggregate number of shares subject to stock awards outstanding as of December 31, 2025 for each of the non-employee directors was as follows: Mr. Bynoe, 12,916 RSUs; Ms. Campion, 12,916 RSUs; Mr. DeMichiei, 10,073 RSUs; Mr. Goodyear, 12,916 RSUs; Ms. Havdala, 12,916 RSUs; Dr. Robinson, 12,916 RSUs; Mr. Sen, 12,916 RSUs; Mr. Sotir, 12,916 RSUs; and Mr. Webb, 12,916 RSUs. | | (4) Mr. DeMichiei joined the Board on April 2, 2025, and thus his fees earned and stock awards granted were pro-rated for his partial service during the year. |
2025 Director Compensation
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