Gregory Stapley
About Gregory K. Stapley
Gregory K. Stapley served as CareTrust REIT’s founding Chairman (2014–Jan 2022), Chief Executive Officer (2014–Jan 2022), President (2013–Feb 2021), and then Executive Chairman (Jan–Jun 2022) before retiring from the Board in June 2022; he is not currently a director at CTRE and was not independent while an executive director . Age 62 in 2022; director since 2013 . Prior to CareTrust, he co-founded The Ensign Group, served as its EVP and earlier its VP/General Counsel, and previously was General Counsel for the Sedgwick Companies and an equity member at Jennings, Strouss & Salmon PLC specializing in real estate and government relations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CareTrust REIT, Inc. | Executive Chairman | Jan 2022–Jun 2022 | Board leadership; non-independent; Board separated CEO/Chair roles during transition |
| CareTrust REIT, Inc. | Chairman & CEO | 2014–Jan 2022 | Founding leader; assembled initial asset base; led portfolio growth and capital allocation |
| CareTrust REIT, Inc. | President | 2013–Feb 2021 | Early-stage leadership and operations oversight |
| The Ensign Group, Inc. | Executive Vice President; formerly VP & General Counsel | 2009–2014; 1999–2009 | Co-founder; built portfolio that became CTRE’s initial asset base |
| Sedgwick Companies | General Counsel | Prior to Ensign | Multi-state retail/wholesale company counsel |
| Jennings, Strouss & Salmon PLC | Equity Member (Attorney) | Prior role | Real estate transactions and government relations practice |
External Roles
No current public company directorships disclosed in CTRE proxies for Mr. Stapley; prior roles were executive/legal positions noted above .
Board Governance
- Independence status: Not independent while serving as Executive Chairman/Chairman; lead independent director position was created when the Chair was not independent (Ms. Laing appointed Lead Independent Director effective Jan 1, 2022) .
- Board attendance: In 2021, all directors (including Mr. Stapley) attended at least 75% of Board and committee meetings; Board held 17 meetings; all directors attended the 2021 annual meeting .
- Committees: As an executive director, Mr. Stapley did not serve on audit, compensation, nominating or sustainability committees in 2021; committee composition listed without him .
- Transition: Board separated CEO and Chair roles in Jan 2022; Ms. Laing became independent Chair after Mr. Stapley retired as Executive Chairman in Jun 2022 .
Fixed Compensation
| Year | Base Salary ($) | Director Retainer (if non-employee) ($) |
|---|---|---|
| 2021 | 742,500 | N/A (employee director; director fees not applicable) |
Performance Compensation
| Component | 2021 Target | 2021 Actual | Notes |
|---|---|---|---|
| Annual Cash Incentive | $1,110,000 target | $1,498,500 paid (135% of target) | Based on NFFO/share, capital deployment, net debt/EBITDA, ESG metrics |
2021 Annual Incentive Metrics and Outcomes
| Metric | Threshold | Target | High | Actual Result | Payout Level |
|---|---|---|---|---|---|
| NFFO per share | $1.425 | $1.445 | $1.465 | $1.494 | High (55%) |
| Capital Deployment | $100mm | $150mm | $200mm | $201.7mm | High (35%) |
| Avg Net Debt / Normalized Run-Rate EBITDA | 4.25x | 4.00x | 3.75x | 3.69x | High (35%) |
| ESG Incentives (CEO) | Threshold/Target/High defined | — | — | Achieved High | 10% |
2021 Metric Weightings (CEO)
| Level | NFFO/share | Capital Deployment | Net Debt/EBITDA | ESG | Total |
|---|---|---|---|---|---|
| Threshold | 25% | 15% | 20% | 5% | 65% |
| Target | 40% | 25% | 27.5% | 7.5% | 100% |
| High | 55% | 35% | 35% | 10% | 135% |
| Super High | 55% | 75% | 35% | 10% | 175% |
Equity Awards (Structure and Grants)
- Structure: 50% time-based restricted stock (three-year ratable vesting); 50% performance-based stock units cliff-vesting after three-year performance period based on relative TSR vs a custom peer group; dividend equivalents accrue on PSUs but vest only if performance is met .
- 2021/2022 TSR peer group includes healthcare REITs such as Ventas, Welltower, Omega, NHI, etc. (list in proxy) .
- Vesting schedule for TSR awards: 25th percentile=50% payout, 50th percentile=100%, ≥85th percentile=200% .
| Grant Date | Award Type | Shares/Units (#) | Grant-Date Fair Value ($) |
|---|---|---|---|
| 01/27/2021 | Time-based RS | 44,403 | 998,179 |
| 01/27/2021 | Performance RS (NFFO prior plan) | 44,403 | 998,179 |
| 02/26/2021 | Time-based RS | 39,450 | 875,000 |
| 02/26/2021 | Performance RSUs (TSR) | Target 39,450; Max 78,900 | 1,272,263 |
| 12/15/2021 | Time-based RS | 6,417 | 136,297 |
| 12/15/2021 | Performance RSUs (TSR) | Target 6,417; Max 12,834 | 197,387 |
- 2021 TSR outcomes (for older TSR award cycles): The 2021 TSR award cohort covering 2021–2023 vested at maximum 200%; the prior-cycle context is disclosed for program design (TSR schedule in proxy) .
- 2022 TSR equity awards (granted Dec 2021) later paid out at 164.83% based on three-year TSR percentile; program status noted for executives in later proxy (Sedgwick), illustrating design continuity .
Severance & Change-in-Control (CIC) Terms
- CIC & Severance Agreement: Double-trigger only; no excise tax gross-ups; COBRA up to 18 months; confidentiality and 2-year non-solicit .
- Involuntary termination (without cause/good reason): Lump sum equal to two times base salary for Chairman/CEO (Mr. Stapley) plus pro-rata target bonus; COBRA .
- Termination upon/following CIC: Lump sum equal to three times (for Mr. Stapley) the sum of base salary plus average bonus for prior three years; full vesting of equity (performance awards at target per plan); COBRA .
| Scenario (as of Dec 31, 2021) | Cash Severance ($) | Equity Acceleration ($) | Health Benefits ($) | Total ($) |
|---|---|---|---|---|
| Authorized Retirement | — | 7,603,029 | 66,798 | 7,669,827 |
| Death/Disability | 1,110,000 | 7,603,029 | 44,532 | 8,757,561 |
| Involuntary Termination | 1,485,000 | — | 66,798 | 1,551,798 |
| Involuntary Termination with CIC | 6,084,563 | 7,603,029 | 66,798 | 13,754,390 |
- Clawback: Incentive compensation recoupment policy tied to restatements (Section 16 officers) .
- Anti-hedging/pledging: Prohibited absent preclearance .
Other Directorships & Interlocks
- Ensign Group co-founder/executive: CTRE was formed from Ensign’s real estate; Stapley’s prior leadership at a key industry operator creates potential information advantages and historical ties .
- Family relationship: CEO David M. Sedgwick is Mr. Stapley’s brother-in-law (disclosed in 2022 proxy) — a governance sensitivity when both served concurrently in senior roles .
Expertise & Qualifications
- Founding REIT leadership, capital markets, portfolio assembly, healthcare real estate operations; legal expertise in real estate transactions and government relations .
Equity Ownership
| Date | Common Shares Owned | Restricted Stock (unvested) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Mar 15, 2022 | 704,566 (incl. trust holdings) | 156,269 | 860,835 | <1% |
- Outstanding unvested awards (Dec 31, 2021): Multiple time-based and performance awards across 2018–2021 cohorts; example unvested positions include RS and RSUs from 2018–2021 grants .
- Footnote: Stapley Family Trust holdings; shared voting/investment power with spouse .
Governance Assessment
-
Strengths
- Founding leadership and deep transaction/legal experience; aligned pay design with performance (NFFO, leverage, capital deployment, TSR) .
- No related-party transactions requiring disclosure since Jan 1, 2021; formal related-person transaction policy; independent committee oversight .
- Robust clawback and anti-hedging/pledging; double-trigger CIC; no tax gross-ups .
-
Concerns and RED FLAGS
- Family tie: CEO Sedgwick is Mr. Stapley’s brother-in-law during overlapping tenure — potential perception of influence; requires strong independent oversight and transparent processes. RED FLAG .
- Executive (non-independent) board leadership until June 2022; Lead Independent Director role was necessary to counterbalance — appropriate mitigation but underscores independence risk while he served. RED FLAG mitigated by 2022 transition .
- High severance exposure under CIC (3x base+avg bonus, full equity vest) — shareholder-unfriendly optics though market standard in some REITs; balanced by absence of tax gross-ups .
-
Shareholder signaling
- Say‑on‑pay approvals historically strong: >97% in 2017–2023 and 96.5% in 2024, indicating investor support for compensation framework (context for period including and following his tenure) .
Net takeaway: Stapley’s tenure brought foundational value creation and disciplined performance metrics. However, independence concerns (family relationship; executive chair) and generous CIC terms warrant attention; the post‑June 2022 structure (independent Chair, lead director, committee leadership by independents) appropriately strengthened governance .