William Wagner
About William Wagner
William M. Wagner, age 59, has served as CareTrust REIT’s Chief Financial Officer and Treasurer since December 2013; he previously served as Secretary at various intervals, and holds a B.A. in Business Administration from the University of Washington; he is a Certified Public Accountant (inactive) in California . In 2024, CTRE reported net income per diluted share of $0.80, normalized FFO per diluted share of $1.50, normalized FAD per diluted share of $1.54, and achieved a sector‑low 0.4x average quarterly net debt to normalized run‑rate EBITDA, supporting strong compensation outcomes tied to NFFO, capital deployment, and leverage metrics . Relative TSR awards for the three‑year period ended December 31, 2024 paid out at 164.83% based on CTRE’s TSR of 49.12% and 72.69th percentile performance versus its TSR peer group, indicating strong shareholder return alignment through Wagner’s equity incentives . On September 19, 2025, Wagner notified CTRE of his retirement effective December 31, 2025, with CFO succession to Derek Bunker on January 1, 2026, signaling upcoming leadership transition risk and handoff of finance responsibilities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CareTrust REIT, Inc. | Chief Financial Officer & Treasurer; Secretary (various periods) | 2013–present | Built finance and capital markets function; long-tenured CFO across growth and transformation |
| First Team Real Estate | Chief Financial Officer | 2012–2013 | Led finance at private brokerage; real estate sector experience |
| Nationwide Health Properties, Inc. | SVP & Chief Accounting Officer | 2008–2012 | Healthcare REIT accounting leadership; sector expertise |
| Sunstone Hotel Investors, Inc. | SVP & Chief Accounting Officer | 2004–2008 | Lodging REIT accounting leadership; public REIT controls |
| The TriZetto Group, Inc. | VP, Financial Reporting | 2001–2004 | Public reporting leadership; systems and reporting |
| Internet startups (two ventures) | Finance roles | 1999–2001 | Early‑stage operations exposure |
| Irvine Apartment Communities, Inc. | Director, Financial Reporting | 1997–1999 | Multifamily REIT reporting leadership |
| EY Kenneth Leventhal Real Estate Group | Roles serving real estate clients | 1990–1997 | Audit/consulting for REITs; foundational real estate finance |
External Roles
- No current public company directorships or external board roles disclosed for Wagner in the proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 529,200 | 555,660 | 575,108 |
| All Other Compensation ($) | 9,150 (401(k) match) | 9,900 (401(k) match) | 10,350 (401(k) match) |
| Annual Cash Incentive – Target ($) | — | — | 575,108 |
| Annual Cash Incentive – Actual ($) | 686,902 | 836,034 | 1,437,770 |
| Annual Cash Incentive – Payout % | — | — | 250% of target |
Performance Compensation
Annual Cash Incentive Program (2024)
- Performance metrics and weighting for CFO (Wagner): at Target, NFFO per share 50%, capital deployment 25%, net debt to normalized run rate EBITDA 25%; extraordinary payout level is 250% and Wagner’s actual payout was 250% of target .
| Metric | Weighting (Target) | Actual Payout | Payout ($) | Vesting |
|---|---|---|---|---|
| NFFO per share | 50% | Included in plan | Part of $1,437,770 | Cash paid in 2025 for 2024 |
| Capital deployment | 25% | Included in plan | Part of $1,437,770 | Cash paid in 2025 for 2024 |
| Net debt / normalized run rate EBITDA | 25% | Included in plan | Part of $1,437,770 | Cash paid in 2025 for 2024 |
- Committee increased maximum payout weightings in 2024 to align with peer practice; for Wagner, Super High 200% and Extraordinary 250% levels were established .
Long‑Term Equity Incentives (granted Dec 18, 2024; reported as 2024 compensation)
| Award Type | Grant Date | Shares/Units (Target) | Grant Date Fair Value ($) | Vesting | Performance Basis |
|---|---|---|---|---|---|
| Time‑based Restricted Stock | 12/18/2024 | 28,308 shares | 775,073 | 3 installments on Jan 31, 2026/2027/2028 | Service only |
| Performance‑based Stock Units (TSR) | 12/18/2024 | 28,308 units (Target) | 1,064,098 | Cliff at 12/31/2027 (0–200% earned) | Relative TSR vs healthcare REIT peer group |
- Grant valuations used $27.38 closing price for RS and Monte Carlo valuation for PSUs; dividend equivalents on TSR PSUs accrue and vest only if awards vest .
- 2024 special recognition award (approved Jan 2025): additional restricted stock with grant date value $575,108 for Wagner, vesting Jan 31, 2026 (reported as 2025 comp) .
Vesting Outcomes and Realized Value
| Metric | 2024 |
|---|---|
| Shares acquired on vesting (#) | 80,907 (includes 44,468 TSR shares) |
| Value realized on vesting ($) | 1,967,473; values reflect closing price on vest date and may not equal cash if shares were retained |
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Common shares beneficially owned (#) | 216,507 |
| Restricted stock beneficially owned (#) | 74,015 |
| Total beneficial ownership (#) | 290,522 |
| Ownership as % of shares outstanding | <1% (asterisk) |
| Executive stock ownership guideline | 5x base salary for non‑CEO executives; retain 50% of net shares until in compliance |
| Compliance status (as of 12/31/2024) | All executive officers met or were within the 5‑year compliance window |
| Anti‑hedging/pledging policy | Hedging and pledging prohibited absent preclearance; margin accounts prohibited |
| Clawback policy | Recover incentive comp tied to financial metrics for 3 years prior to a required restatement |
Outstanding Equity Awards at 12/31/2024 (Wagner)
| Grant Date | Unvested RS (#) | Market Value of RS ($) | Unearned PSUs at Target (#) | Market/Payout Value of PSUs ($) | Key Vesting Dates |
|---|---|---|---|---|---|
| 12/18/2024 | 28,308 | 765,731 (at $27.05) | 28,308 | 765,731 | RS: 1/31/2026, 1/31/2027, 1/31/2028; PSUs: 12/31/2027 |
| 12/15/2023 | 23,742 | 642,221 | 23,742 | 642,221 | RS: 1/31/2025, 1/31/2026, 1/31/2027; PSUs: 12/31/2026 |
| 12/15/2022 | 17,422 | 471,265 | 26,133 | 706,898 | RS: 1/31/2025, 1/31/2026; PSUs: 12/31/2025 |
| 12/15/2021 | 7,690 | 208,015 | — | — | Remaining RS vested 1/31/2025 |
Employment Terms
- No employment agreement; covered by CIC and Severance Agreement with double‑trigger design (no single‑trigger benefits on change in control), indefinite confidentiality, and 2‑year post‑termination non‑solicit; no excise tax gross‑ups (benefits cut back if optimal after‑tax) .
- Death/Disability: lump sum equal to target annual cash incentive, full vesting of all equity (performance awards at target), COBRA benefits up to 12 months .
Potential Payments (as if triggered on 12/31/2024; Wagner)
| Scenario | Cash Severance ($) | Equity Acceleration ($) | Health Benefits ($) | Total ($) |
|---|---|---|---|---|
| Authorized Retirement | — | 4,202,082 | 80,552 | 4,282,634 |
| Death or Disability | 575,108 | 4,202,082 | 53,702 | 4,830,892 |
| Involuntary Termination (without cause/good reason) | 575,108 | — | 80,552 | 655,660 |
| Involuntary Termination in Connection with Change in Control | 3,124,020 | 4,202,082 | 80,552 | 7,406,654 |
Performance & Track Record
- 2024 operating highlights: ~$1.5B invested (record, ~5x any prior year), ~$1.6B equity raised, new $1.2B credit facility, 98.5% rent/interest collections, and leverage reduced to 0.4x net debt to normalized run rate EBITDA; dividend increased to $1.16 from $1.12 .
- TSR program mechanics: relative TSR PSUs cliff vest after three years; for 2024 awards, peer group includes major healthcare REITs; dividend equivalents accrue and vest only if awards vest .
- Say‑on‑pay support: 96.5% approval at 2024 annual meeting, indicating strong shareholder endorsement of compensation design .
Compensation Structure Analysis
- Mix shifted toward performance in 2024: Wagner’s non‑equity incentive rose to $1.44M from $0.84M in 2023, consistent with elevated payout levels at Extraordinary performance; stock awards increased to $1.84M from $1.26M YoY, reflecting higher target grant values and continued 50/50 RS/PSU mix .
- No stock options awarded since inception, reducing repricing risk; long‑term incentives are full‑value shares with multi‑year vesting .
- Performance metrics adjusted to align with peer practice; elevated max payout levels increase at‑risk variability tied to NFFO, deployment, and leverage outcomes .
Equity Ownership & Alignment – Additional Notes
- No related party transactions requiring disclosure since January 1, 2024 .
- Anti‑hedging and pledging restrictions (with preclearance) and clawback policy mitigate risk of misalignment and excessive risk‑taking .
- Executive ownership guidelines at 5x salary for CFO level, with retention requirements until compliance; all executives met or were within compliance window as of year‑end 2024 .
Investment Implications
- Alignment: High share of at‑risk pay tied to NFFO, capital deployment, leverage, and three‑year relative TSR creates strong linkage to shareholder returns; no options and robust ownership/clawback/anti‑hedging policies are governance positives .
- Retention/Transition: Wagner’s announced retirement effective year‑end 2025 introduces near‑term transition risk; succession plan is in place (Bunker appointed, CAO responsibilities expanded) which may mitigate disruption .
- Vesting/Supply Watch: Notable RS vesting dates (Jan 31, 2026/2027/2028) and PSU cliffs (Dec 31, 2025/2026/2027) could be monitoring points for insider liquidity and selling pressure; 2024 vesting realized value was ~$2.0M for Wagner, though vesting does not imply selling .
- Change‑in‑Control Economics: Double‑trigger severance and full time‑based equity acceleration (performance awards per terms) avoid windfalls while providing competitive protection; no excise tax gross‑ups is shareholder‑friendly .