Derek Bunker
About Derek Bunker
Derek Bunker (age 37) will become CareTrust REIT’s Chief Financial Officer and Treasurer effective January 1, 2026; he joined CTRE in June 2025 as SVP of Strategy & IR after consulting from January–June 2025 to support the Care REIT U.K. portfolio acquisition . He holds a J.D. from the University of Virginia School of Law and a B.A. in Philosophy from Brigham Young University, and previously served as CIO/EVP/Secretary at The Pennant Group, VP of Acquisitions & Business Legal Affairs at The Ensign Group, and as an attorney at Latham & Watkins . Company performance context: in 2024 CTRE deployed ~$1.5B in new investments, raised ~$1.6B equity, achieved NFFO/share of $1.50, and improved average quarterly net debt to normalized run-rate EBITDA to 0.40x, alongside a dividend increase—metrics that anchor management incentives and capital allocation discipline .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CareTrust REIT, Inc. | Chief Financial Officer & Treasurer (successor to W. Wagner) | Effective Jan 1, 2026 | Finance leadership for next growth era; aligned comp targets set for 2026 |
| CareTrust REIT, Inc. | SVP, Strategy & Investor Relations | Jun 2025–Dec 2025 | Helped lead acquisition of Care REIT portfolio in the U.K. |
| CareTrust REIT, Inc. | Consultant | Jan 2025–Jun 2025 | Supported U.K. Care REIT portfolio acquisition |
| The Pennant Group | Chief Investment Officer, EVP & Secretary | Oct 2019–Dec 2022 | Senior leadership in post-acute; investment and capital markets execution |
| The Ensign Group | VP, Acquisitions & Business Legal Affairs | Jun 2015–Oct 2019 | Led M&A and legal affairs in skilled nursing/senior care |
| Latham & Watkins LLP | Attorney (finance, governance, securities, transactions) | Prior to 2015 | Corporate finance and transactional expertise |
| Independent sponsor/consultancy | Principal | Dec 2023–before joining CTRE | Post-acute healthcare investing/consulting |
External Roles
- No public company directorships or committee roles disclosed for Bunker as of latest filings .
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Base Salary | $475,000 | Effective January 1, 2026 |
| Short‑Term Incentive (Target) | $700,000 | 2026 STI; payable as % of target based on 2026 metrics to be set by the Compensation Committee |
| Long‑Term Incentive (Target) | $750,000 | 2026 LTI; split between time‑based and performance‑based equity; terms to be approved with other executives |
Performance Compensation
CTRE indicates Bunker’s 2026 STI metrics will be established by the Compensation Committee; LTI is split between time‑based restricted stock and performance‑based units consistent with CTRE’s program (3‑year relative TSR cliff‑vesting) .
Reference – CTRE 2024 NEO incentive framework (for context on metric design and pay-for-performance alignment):
- Annual cash metrics and hurdles (used for 2024 NEOs): NFFO/share; Capital Deployment; Average quarterly Net Debt to normalized run-rate EBITDA, with disclosed threshold/target/high (and super‑high/extraordinary for deployment) .
- 2024 weighting schema (CFO example) escalated up to 250% max payout at extraordinary, emphasizing growth with disciplined leverage .
| Metric (FY2024 framework) | Threshold | Target | High | Super High | Extraordinary |
|---|---|---|---|---|---|
| NFFO per share | $1.4116 | $1.4421 | $1.4734 | — | — |
| Capital Deployment | $200mm | $300mm | $400mm | $750mm | $1,500mm |
| Avg Net Debt / Normalized run-rate EBITDA | 3.50x | 3.00x | 2.50x | — | — |
| Weighting (CFO example) | Threshold % | Target % | High % | Super High % | Extraordinary % |
|---|---|---|---|---|---|
| NFFO/share | 35 | 50 | 75 | 75 | 75 |
| Capital Deployment | 10 | 25 | 50 | 75 | 125 |
| Leverage (Net Debt/EBITDA) | 20 | 25 | 50 | 50 | 50 |
| Total payout opportunity | 65 | 100 | 175 | 200 | 250 |
Result for 2024 program (company-wide context): Actual NFFO/share $1.4993, deployment ~$1,529mm, and 0.40x leverage drove max payouts under the disclosed curves .
LTI design (program reference):
- Time-based restricted stock vests ratably over 3 years; performance-based TSR units cliff-vest after 3 years vs a peer set; payout 0–200% at <25th to ≥85th percentile .
Equity Ownership & Alignment
| Topic | Detail |
|---|---|
| Stock Ownership Guidelines | CEO 6x salary; other executive officers 5x salary; 5‑year compliance window; must retain 50% of net after‑tax shares until compliant . |
| Anti‑hedging / pledging | Prohibits short‑term trading and hedging (e.g., collars, swaps, forwards) and prohibits margin/pledging without preclearance . |
| Clawback | Recoupment policy for erroneously awarded incentive comp to Section 16 officers if a restatement is required, covering the 3‑year lookback . |
| Beneficial ownership | Bunker did not appear in the March 5, 2025 beneficial ownership table (he was not a named executive officer then); no Form 4s located in the document set reviewed . |
Employment Terms
| Term | Detail |
|---|---|
| Role and start | Appointed CFO & Treasurer effective January 1, 2026 . |
| Indemnification | Will enter CTRE’s standard indemnification agreement (form previously filed as Exhibit 10.11 to June 5, 2014 8‑K) . |
| Employment agreement | None disclosed in the appointment 8‑K . |
| Severance / CIC framework (company practice) | For current NEOs, CTRE maintains CIC & severance agreements: double‑trigger only; CFO-level precedent provides 1x base salary plus pro‑rata target bonus and up to 18 months COBRA on involuntary termination; on CIC-related involuntary termination, 2x (non‑CEO) of base + average bonus, full vesting of time-based equity (performance equity per award terms); no excise tax gross‑ups (cut‑back if beneficial) . |
| Post‑termination covenants | Indefinite confidentiality; 2‑year employee/contractor non‑solicit . |
Note: CTRE has not yet disclosed Bunker-specific CIC/severance terms; the above reflects company practice for named executive officers as disclosed in the 2025 proxy .
Investment Implications
- Pay-for-performance alignment: 2026 package is heavily at-risk (STI $700k target; LTI $750k split time/performance). Programmatically, CTRE ties cash to NFFO/share, capital deployment, and leverage, and equity to 3‑year relative TSR—aligning incentives with capital allocation discipline and shareholder returns .
- Retention vs. selling pressure: Time-based stock in CTRE’s program vests annually over 3 years and PSUs cliff after 3 years; new awards for executives are typically approved in Q4 with vesting on January 31 in subsequent years—monitor Form 4s around late Q4/January for initial grants and to anticipate future vesting-related liquidity windows .
- Governance risk mitigants: Double-trigger CIC (no single-trigger), no excise tax gross-ups, robust clawback, ownership guidelines (5x base for CFO), and anti‑hedging/pledging reduce misalignment and risk-taking concerns .
- Execution lens: Bunker’s background blends investments, legal, and capital markets; his 2026 incentives should reinforce continued portfolio growth with balance sheet discipline following CTRE’s record 2024 deployment and sector‑low leverage metrics .
Sources: Appointment 8‑K detailing role, age, education and 2026 comp targets ; press release context on successor transition and U.K. acquisition ; CTRE 2025 Proxy (program metrics, payouts, vesting schedules, ownership policies, clawback, and CIC/severance framework) .