James Callister
About James Callister
James B. Callister, age 49, is Chief Investment Officer and Secretary of CareTrust REIT (CTRE). He has served as CIO since December 31, 2022, after serving as Executive Vice President (July 2022–Dec 2022) and General Counsel (Feb 2021–Jul 2022) . He holds a B.A. in History and a J.D. (magna cum laude) from Brigham Young University, and spent nearly 20 years as a real estate attorney focused on healthcare REIT transactions, including 300+ facilities and over $2.5B across 35 states . Company performance context during his tenure includes NFFO/share of $1.50 in 2024 and net income of $125.1M, with TSR (value of $100) at 169.91 vs peer group 123.47 for 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CareTrust REIT, Inc. | Chief Investment Officer & Secretary | Dec 31, 2022–present | Leads investment strategy; long-term equity awards tied to TSR; executive ownership and incentive alignment policies apply . |
| CareTrust REIT, Inc. | Executive Vice President & Secretary | Jul 2022–Dec 2022 | Transition to senior operating role following service as GC . |
| CareTrust REIT, Inc. | General Counsel & Secretary | Feb 2021–Jul 2022 | Led legal on acquisitions; REIT transaction structuring . |
| Sherry Meyerhoff Hanson & Crance LLP | Partner (Real Estate) | Pre-2021 | Healthcare REIT transactions; 300+ facilities; $2.5B across 35 states . |
| O’Melveny & Myers LLP | Attorney (Real Estate) | Pre-2021 | Public REIT acquisition, disposition, leasing, financing expertise . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 500,000 | 529,500 |
| Target Bonus ($) | 500,000 (“Target Bonus”) | 575,108 (annual incentive target for 2024) |
| Actual Cash Incentive Paid ($) | 774,389 (paid in 2024 for 2023) | 1,437,770 (paid in 2025 for 2024) |
Performance Compensation
Annual cash incentive structure and 2023 outcomes (Callister)
| Metric | Weight at Target (%) | 2023 Target | 2023 Actual | Payout % (Callister) |
|---|---|---|---|---|
| NFFO per share | 40% | $1.349 | $1.408 | 50% |
| Capital deployment | 40% | $150M | $288.3M | 74.9% |
| Net debt to normalized run-rate EBITDA | 20% | 4.25x | 2.82x | 30% |
| ESG incentives | — (not applicable for Callister) | — | — | — |
| Total payout vs target | — | — | — | 154.9% of target; Cash award $774,389 |
Notes: 2023 performance assessment used NFFO/share $1.408, capital deployment ~$288.3M, and average quarterly net debt to normalized run-rate EBITDA of 2.82x .
Long-term equity incentives (granted in 2024)
| Award Type | Grant Date | Shares/Units (#) | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Time-based restricted stock | 12/18/2024 | 28,308 | 3 equal installments on Jan 31, 2026/2027/2028 | 775,073 |
| Performance-based RSUs (TSR) | 12/18/2024 | 28,308 target; 0–200% payout range | Cliff vest Dec 31, 2027 based on relative TSR | 941,241 |
Additional context: In 2024, Callister’s non-equity incentive opportunity range (cash) was Threshold $373,820; Target $575,108; Maximum $1,437,770 .
Equity Ownership & Alignment
Beneficial ownership (as of March 5, 2025)
| Item | Shares | Percent of Class |
|---|---|---|
| Common shares owned | 31,571 | <1% |
| Restricted stock (time-based, unvested, counted as beneficial for voting) | 74,067 | — |
| Total beneficial ownership | 105,638 | <1% |
Outstanding equity awards (as of Dec 31, 2024)
| Grant Date | Time-based RS Unvested (#) | Market Value ($) | PSUs (Target) Unvested (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 12/18/2024 | 28,308 | 765,731 | 28,308 | 765,731 |
| 12/15/2023 | 24,189 | 654,312 | 24,189 | 654,312 |
| 12/15/2022 | 16,930 | 457,957 | 25,395 | 686,935 |
| 12/15/2021 | 8,334 | 225,435 | — | — |
Vesting details:
- Time-based RS: 12/15/2021 grant completed vesting on Jan 31, 2025; 12/15/2022 remaining vests Jan 31, 2026; 12/15/2023 vests Jan 31, 2026 and 2027; 12/18/2024 vests Jan 31, 2026/2027/2028 .
- PSUs (relative TSR): 12/31/2025 (for 12/15/2022 grant), 12/31/2026 (for 12/15/2023 grant), and 12/31/2027 (for 12/18/2024 grant), with 0–200% payout range; values shown at target .
Policies and alignment mechanisms:
- Executive stock ownership guideline: 5x base salary for non-CEO executive officers; retain 50% of net after-tax shares until in compliance; compliance required within 5 years; as of Dec 31, 2024, all executives met or were within the 5‑year window .
- Anti-hedging/pledging: Hedging and pledging are prohibited absent preclearance; no margin accounts permitted absent preclearance .
- Clawback: Recoupment of incentive compensation for Section 16 officers upon an accounting restatement (three-year lookback) .
- Options: At FY-end 2024, NEO equity consisted of restricted stock/units; no stock options outstanding .
Employment Terms
Policy framework (CIC and Severance Agreement):
- No employment agreements; severance governed by CIC and Severance Agreement .
- Involuntary termination (without cause/good reason): lump sum 1x base salary (2x for CEO), pro‑rated target bonus, and up to 18 months COBRA reimbursements .
- Change-in-control (double trigger): lump sum 2x (3x for CEO) of base salary plus average actual annual cash incentive for prior 3 years, full vesting of time-based equity and PSU vesting per award terms, plus COBRA; no excise tax gross‑ups; best‑net cutback applies .
- Authorized retirement: COBRA, full vesting of time-based, PSU vesting per award terms .
- Death/disability: target bonus, full vesting of equity (PSUs at target), COBRA up to 12 months .
- Post-termination restrictions: indefinite confidentiality; 2‑year employee/contractor non‑solicit .
Scenario values for James B. Callister (hypothetical event on Dec 31, 2024)
| Scenario | Cash Severance ($) | Equity Acceleration ($) | Health Benefits ($) | Total ($) |
|---|---|---|---|---|
| Authorized retirement | — | 4,210,414 | 52,718 | 4,263,132 |
| Death or disability | 575,108 | 4,210,414 | 35,145 | 4,820,667 |
| Involuntary termination (no CIC) | 529,500 | — | 52,718 | 582,218 |
| Involuntary termination in connection with CIC | 2,766,273 | 4,210,414 | 52,718 | 7,029,405 |
Notes: Equity values assume $27.05 share price on 12/31/2024 . Benefits are double-trigger; no single-trigger cash on CIC .
Investment Implications
- Strong pay-for-performance linkage: 2023 cash bonus paid at 154.9% of target driven by above-target NFFO/share, outsized capital deployment ($288.3M), and deleveraging (2.82x net debt/EBITDA) . 2024 performance context shows robust TSR vs peers (169.91 vs 123.47), positive net income, and NFFO/share of 1.50 .
- Material forward vesting catalysts: Time-based tranches vest on Jan 31, 2026/2027/2028, and PSU cliffs on 12/31/2025/2026/2027; these dates can create periodic selling pressure as shares settle and taxes are due .
- Alignment and guardrails: 5x salary ownership guideline with holding requirements, no tax gross‑ups, and clawback policy support shareholder alignment and mitigate governance risk .
- Retention and CIC economics: Double‑trigger CIC with ~2.0x salary+bonus multiple and full equity acceleration produces a total of ~$7.03M under a CIC termination as of 12/31/2024, indicating meaningful retention value tied to continued service and performance .
- Equity structure risk/benefit: No options outstanding; mix of time‑based RS and relative TSR PSUs lowers risk vs options and balances retention with market-relative performance outcomes .