Darrin Smith
Executive Vice President—Investments (Chief Investment Officer effective January 1, 2026) at Sabra Health Care REIT
Executive
About Darrin Smith
Darrin Smith is Sabra Health Care REIT’s Executive Vice President—Investments and is expected to be elevated to Chief Investment Officer effective January 1, 2026; he has over 30 years of real estate experience and had five years with Sabra as of March 2025 . Company performance context during his tenure includes strong 2024 pay-versus-performance TSR of $123.36 on an initial $100 investment and adjusted normalized FFO/share of $1.48 . SBRA’s five-year revenue and EBITDA trajectory is shown below for reference (S&P Global data).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sabra Health Care REIT, Inc. | EVP—Investments | ~2020–2025 | Enhanced investment team capabilities; influential in team development and portfolio evolution |
External Roles
- No external board or public-company roles for Smith were disclosed in SBRA’s 2025 DEF 14A and related 8-Ks reviewed .
Fixed Compensation
- SBRA’s proxy discloses compensation only for named executive officers (CEO, CFO, CIO); individual base salary and bonus specifics for Darrin Smith are not disclosed .
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual/Outcome | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (2024) | Adjusted Normalized FFO per Share | N/A | $1.4227 | $1.4777 (≥ max $1.4654) | 200% of target for CEO/CIO/CFO (structure reference) | Cash bonus; payout based on 2024 performance |
| LTI—FFO Units (2024 grant) | Adjusted Normalized FFO per Share (2027) | ~20% of total LTI (30% of perf-based) | 100% target (goal set for 2027; threshold 90.96%, max 109.04%) | Earnout 0–200% based on 2027 result | 0–200% of target; linear scale | Earned if performance met; service through period; 1-year post-vesting hold; 5-year deferral on payout |
| LTI—TSR Units (2024 grant) | Relative TSR vs 57-REIT peer set | ~45% of total LTI (70% of perf-based) | 55th percentile = 100% (Threshold 25th=45%, Max 80th=200%) | Earnout 0–200% on relative TSR scale; negative absolute TSR caps payout at 100% | 45%–200% of target; linear scale | Service through period; 1-year post-vesting hold; 5-year deferral on payout |
- Design signals: approximately 65% of annual LTI is performance-based (TSR/FFO mix shown above), with mandatory five-year deferral and one-year post-vesting holding that extend ownership duration beyond vesting and reduce near-term sell pressure .
Equity Ownership & Alignment
- Stock Ownership Policy: CEO must hold ≥10x base salary; other executive officers must hold ≥5x base salary; executives must retain 50% of net after-tax shares until in compliance .
- Hedging/Pledging: Short sales, derivative hedging/monetization (collars, swaps, etc.) are prohibited; executives and directors are prohibited from pledging Sabra shares, and none had pledged as of the proxy .
- Clawback: Incentive compensation tied to financial reporting measures is subject to recoupment upon restatement per SEC/Nasdaq rules .
| Ownership Policy Element | Requirement |
|---|---|
| CEO Ownership Multiple | ≥10x base salary |
| Other Executive Ownership Multiple | ≥5x base salary |
| Retention Requirement | Retain ≥50% of net after-tax shares until guideline met |
| Hedging | Prohibited (shorts, derivatives, monetization) |
| Pledging | Prohibited; none pledged by directors/executives |
| Clawback | Restatement-triggered recoupment of incentive comp |
Employment Terms
- Executive severance framework (current reference for CEO/CIO/CFO): double-trigger change-in-control; no 280G/4999 gross-ups; cutbacks applied if optimal after-tax outcome; accelerated vesting applies under specific termination scenarios .
| Role | Severance Multiple (non-CoC) | Severance Multiple (with CoC) | Health Continuation | Equity Acceleration Triggers |
|---|---|---|---|---|
| CEO | 2.25x (base + avg 3-year bonus) | 2.25x | Up to 24 months | Time-based units fully; target FFO units; TSR units based on actual performance under qualifying term near/after CoC |
| CIO | 1.5x | 2.0x | Up to 18–24 months (plan-dependent) | Same framework as above |
| CFO | 1.5x | 2.0x | Up to 18–24 months (plan-dependent) | Same framework as above |
- Transition note: SBRA entered into a consulting agreement with retiring CIO Talya Nevo‑Hacohen (effective Jan 1, 2026 through Dec 31, 2027) to support transition to Smith as CIO; fee $900,000/year plus medical premium reimbursements; unvested equity continues to vest during the term; full acceleration upon change in control during the consulting term .
Performance & Track Record
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($USD) | 430,584,000* | 396,716,000* | 400,586,000* | 376,266,000* | 381,495,000* [Values retrieved from S&P Global] |
| EBITDA ($USD) | 433,803,000* | 221,942,000* | 323,000,000 | 395,888,000* | 421,187,000* [Values retrieved from S&P Global] |
| Total Shareholder Return (Value of Initial $100) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| SBRA TSR ($) | 88.53 | 74.20 | 74.54 | 94.05 | 123.36 |
- 2024 Annual Incentive metric detail: Threshold $1.0671, Target $1.4227, Maximum $1.4654; Actual $1.4777; payout scale 0%–200% with linear interpolation .
Compensation Peer Group & Say‑on‑Pay
- Compensation peer groups: 2023 and updated 2024 REIT peers used for benchmarking, selected for internal management, revenue/EV comparability; TSR peer set comprises 57 U.S. healthcare/industrial/office REITs (including compensation peers where applicable) for relative TSR measurement .
- Say‑on‑Pay support: 94.6% approval at 2024 annual meeting; historical support in 93.1%–98.9% range since separation .
Vesting Schedules and Insider Selling Pressure
- Vesting/holding features: LTI awards carry a mandatory five-year deferral and one‑year post‑vesting holding period, extending time to share delivery and reducing near‑term selling pressure .
- Insider trading analysis: Our Form 4 insider-trades tool returned unauthorized access (HTTP 401), so we could not retrieve recent transactions for Darrin Smith; consider follow‑up for Form 4 review. Policy-level constraints (anti‑hedging/anti‑pledging) mitigate alignment risks .
Track Record, Value Creation, and Execution Risk
- Management highlights: Portfolio quality and rent coverage improved in 2024; same-store senior housing occupancy increased 2.4 percentage points YoY in Q4 2024; 2024 liquidity approx $980M (cash $60.5M; revolver availability $893.4M; forward sale $26.1M) supporting execution capacity .
- LTI outcomes: 2021 FFO Units forfeited (below threshold), while 2021 TSR Units paid 200% (99th percentile relative TSR for 2022–2024), illustrating rigorous goal setting and alignment with shareholder returns .
Investment Implications
- Succession/retention: Smith’s planned elevation to CIO on Jan 1, 2026 within an established transition plan (including the consulting bridge with the retiring CIO) lowers execution risk and supports continuity in investment strategy .
- Alignment: Heavy weighting to relative TSR (approx. 45% of total LTI; 70% of perf-based) and mandatory deferral/holding periods indicate strong long‑term alignment and reduced near‑term selling pressure for senior executives, likely applicable to the incoming CIO’s grant structure .
- Governance and pay risk: Double‑trigger CoC severance, absence of excise tax gross‑ups, anti‑hedging/anti‑pledging, and clawback policy reduce governance red flags; robust say‑on‑pay support (94.6%) suggests investor acceptance of the program .
- Performance levers: Annual and multi‑year incentives tied to adjusted normalized FFO per share and relative TSR create clear pathways for value creation; Smith’s background and five years within Sabra’s investment organization support continuity in deal execution and portfolio optimization .