Craig A. Barbarosh
About Craig A. Barbarosh
Independent director since 2010; age 57; Audit Committee Chair and Compensation Committee member. Senior Managing Director at CommonWealth Partners LLC; nationally recognized restructuring attorney (former partner at Katten Muchin Rosenman and Pillsbury Winthrop). Completed executive education at Wharton (Corporate Valuation, 2019), Harvard Business School (Effective Corporate Boards, 2015; Strategic Business Valuation, 2010; Private Equity/Venture Capital, 2007), and Carnegie Mellon (Cybersecurity Oversight, 2019). Independent under Nasdaq rules; tenure ~14 years; board is majority independent and holds regular executive sessions led by the Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Katten Muchin Rosenman | Partner; Board of Directors; Executive Committee | 2012–Jan 2023 | National restructuring expert; governance leadership |
| Pillsbury Winthrop Shaw Pittman LLP | Partner; Board of Directors; Chair Board Strategy Committee; Co-leader Insolvency & Restructuring; Managing Partner (Orange County) | 1999–2012 | Practice co-leader; office leadership; strategic oversight |
External Roles
| Company/Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evolent Health, Inc. | Director; Compensation Committee member; Strategy Committee Chair | Current | Strategy leadership; compensation oversight |
| ModivCare Inc. | Director; Compensation Committee Chair; Audit Committee member | Until Apr 2025 | Compensation leadership; audit oversight |
| Lifecore Biomedical, Inc. | Chair of the Board; Director | Until Nov 2024 | Board leadership |
| NextGen Healthcare, Inc. | Director; Compensation Committee Chair; Transaction Committee; Nominating & Governance Committee | Until Nov 2023 | Comp governance; transactions |
| BioPharmX, Inc. | Director; Chair Nominating & Governance; Audit; Compensation | Jan–Oct 2016 | Governance leadership |
| Bazaarvoice, Inc. | Director; Compensation Committee | Sep 2017–Feb 2018 (sale) | Compensation oversight |
| Aratana Therapeutics, Inc. | Director; Compensation Committee; Chair Strategic Review | May 2018–Jul 2019 (sale) | Strategic review leadership |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member; not on Corporate Responsibility & Governance Committee .
- Independence: Board determined Barbarosh is independent under Nasdaq rules .
- Attendance/engagement: Board met 4 times in 2024; each director attended at least 75% of aggregate board and committee meetings; all directors attended the 2024 annual meeting (in person or remote). Committees met Audit (4), Compensation (2), Corporate Responsibility & Governance (2) .
- Executive sessions: Independent directors meet regularly without management; sessions chaired by Lead Independent Director (Michael J. Foster) .
- Time-commitment policy: No more than three other public company boards; audit committee members limited to ≤2 other public company audit committees; board states all directors comply; exceptions require approval .
- Audit Committee report signed by Craig A. Barbarosh (Chair), confirming oversight of financial reporting and auditor independence .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $80,000 | Paid quarterly |
| Audit Committee Chair retainer | $25,000 | Paid quarterly |
| Committee meeting fees | $1,500 per meeting (reduced to $750 for brief telephonic/in-person exceptions) | Applies to committee meetings only |
| 2024 cash fees earned (actual) | $114,000 | Reported for Barbarosh |
Performance Compensation
| Equity Element | Grant Date | Units / Value | Vesting & Distribution | Other Terms |
|---|---|---|---|---|
| Annual Director RSUs | Jun 13, 2024 | 9,480 stock units; grant-date fair value $134,995 | Vests monthly over one year; fully vested by next annual meeting; payment deferred until earlier of 5th anniversary, change in control, or separation from board | Dividend equivalents paid in cash if vested or reinvested into units; unvested RSUs accelerate upon change in control, death, or disability |
| Unvested stock units at 12/31/2024 | — | 4,901 units | — | As reported for Barbarosh |
| Policy change (effective Jun 12, 2025) | — | Annual RSU value increased to $150,000; Comp & CRG Chair retainers increased to $20,000 | — | Directors may elect to receive retainers in stock units |
Director equity awards are time-based; no director-specific performance metrics are used for vesting .
Other Directorships & Interlocks
- Current public company directorship: Evolent Health, Inc. (Compensation Committee; Strategy Committee Chair) .
- Recent directorships ended: ModivCare (Apr 2025), Lifecore Biomedical (Nov 2024), NextGen Healthcare (Nov 2023) .
- Interlocks and insider participation: 2024 Compensation Committee members (including Barbarosh) had no related-person relationships requiring disclosure; none were present/past officers of SBRA .
Expertise & Qualifications
- Finance and restructuring expertise (30+ years); audit chair experience at public companies; senior executive in real estate investment; legal/regulatory background; cybersecurity oversight training .
Equity Ownership
| Beneficial Ownership Detail (as of Mar 31, 2025) | Shares/Units | Percent |
|---|---|---|
| Total beneficially owned | 136,789 | <1% |
| Breakdown: Deferred vested RSUs | 50,787 | Included in beneficial ownership per SEC rules |
| Breakdown: RSUs vesting within 60 days | 1,664 | Included in beneficial ownership per SEC rules |
| Breakdown: Shares held (Barbarosh Family Trust) | 84,338 | Shared voting/investment power |
| Anti-hedging/pledging policy | Prohibits hedging and pledging; none of the directors or executive officers have pledged shares | — |
Governance Assessment
- Board effectiveness: Barbarosh chairs Audit and serves on Compensation, aligning with his restructuring/finance background; committee workload evident (Audit 4 meetings; Compensation 2) with board-wide 75%+ attendance and regular executive sessions—supportive of oversight quality .
- Independence & conflicts: Affirmed independent; SBRA’s Related Person Transaction Policy centralizes review by the Audit Committee; no related-party transactions since fiscal 2024 other than a consulting agreement with an executive (Nevo-Hacohen), not involving Barbarosh—low direct conflict exposure .
- Compensation alignment: Director pay uses standard REIT retainer/committee fees plus annual time-based RSUs with five-year deferral, enhancing long-term alignment; 2025 RSU value increase to $150k is modest and market-standard for REITs .
- Ownership alignment: Meets director stock ownership policy (5x cash retainer) per statement that all directors are in compliance; deferred RSUs count toward guideline, reinforcing holding discipline .
- Risk indicators:
- Section 16 compliance in 2024 timely across insiders except one director (Foster), not Barbarosh—a positive signal .
- Historical filing timeliness note: in 2019, Barbarosh had a Form 4 exception reported as part of overall compliance disclosure (stock-for-fees grant on June 28, 2019)—older minor administrative item without recurrence noted .
- Anti-hedging/pledging policies cover directors; robust governance highlights include majority voting, proxy access, clawback policy for executives, and strong stockholder engagement .
- Say-on-pay support: 94.6% approval at 2024 annual meeting—indirect indicator of investor confidence in governance/comp processes .
RED FLAGS: None identified specific to Barbarosh in 2024–2025 filings. Monitor time-commitments as Audit Chair with external board service (currently Evolent) against SBRA’s policy limits; presently disclosed as compliant .
Supporting Data
Committee Assignments and Meetings
| Name | Audit Committee | Compensation Committee | Corporate Responsibility & Governance Committee | 2024 Meetings (Audit/Comp/CRG) |
|---|---|---|---|---|
| Craig A. Barbarosh | Chair | Member | — | 4 / 2 / 2 |
Director Compensation (2024 Actuals)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | 114,000 |
| Stock Awards ($) | 134,995 |
| Total ($) | 248,995 |
| Annual Director RSU Grant (units) | 9,480 (granted 6/13/2024) |
| Unvested Stock Units at 12/31/2024 | 4,901 |
Ownership Breakdown (as of Mar 31, 2025)
| Component | Shares/Units |
|---|---|
| Total Beneficially Owned | 136,789 |
| Vested RSUs (deferred) | 50,787 |
| RSUs vesting within 60 days | 1,664 |
| Shares held via Barbarosh Family Trust | 84,338 |
Governance Policies
- Director independence determination: Independent under Nasdaq rules .
- Anti-hedging/anti-pledging policy; no pledging by directors/executives .
- Director stock ownership guideline: 5x annual cash retainer; all directors in compliance .
- Related-party transactions: None since fiscal 2024 (except disclosed consulting agreement with an executive) .
- Section 16 compliance: 2024 filings timely except one director (Foster); no issue cited for Barbarosh .
Say-on-Pay Support
| Year | Approval (%) |
|---|---|
| 2024 | 94.6% |
Notes on Insider Trading Disclosures
- 2024 Section 16 reporting: No delinquency noted for Barbarosh; one late filing referenced for Foster .
- Historical (2019) exception: Form 4 exception noted for Barbarosh related to stock-for-fees grant (June 28, 2019) as part of overall compliance disclosure for 2019 .
Implications for Investors
- Audit leadership plus compensation participation strengthens oversight of financial reporting and pay governance; independence and strong attendance bolster board effectiveness .
- Long-term equity deferral for directors aligns incentives with shareholder value beyond grant year; the absence of related-party transactions and anti-hedging/pledging reduces conflict risk .
- External directorships centralized in healthcare/real estate and strategy/comp roles; monitor for potential interlocks but no SBRA-related transactions identified .