Jeffrey A. Malehorn
About Jeffrey A. Malehorn
Independent director at Sabra Health Care REIT, Inc. since 2017 (joined via acquisition of Care Capital Properties in August 2017); age 64; principal at L3.0 Ventures since 2019; former President & CEO of World Business Chicago (2013–Nov 2017) and multiple GE leadership roles including President & CEO at GE Capital units (2002–2012). Background emphasizes financial services, portfolio and operations management, and senior living financing; currently chairs Sabra’s Compensation Committee and serves on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sabra Health Care REIT, Inc. | Independent Director; Compensation Committee Chair; Audit Committee Member | Director since 2017 | Leads executive pay oversight; participates in financial reporting oversight |
| Care Capital Properties (CCP) | Director; member of compensation, executive, and investment committees | 2015–2017 | Directed comp and investment oversight at publicly traded healthcare REIT prior to merger |
| World Business Chicago | President & CEO; later Board Member | 2013–Nov 2017; ongoing board service | Led public‑private economic development initiatives |
| GE Capital – Healthcare Financial Services | President & CEO | 2004–2008 | Led healthcare finance unit |
| GE Capital – Commercial Distribution Finance | President & CEO | 2009–2012 | Ran commercial finance platform |
| GE Commercial Finance – Global Financial Restructuring | President & CEO | 2002–2004 | Led restructuring business |
| GE Capital Real Estate | Leader; founded Senior Living & Hospitality Financing unit; European Platform Leader | 1991–2001 (unit founder 1993–1995; Europe leader 1999–2002) | Built senior living financing; ran debt/equity origination; led European platform; named GE Company Officer in 2001 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| L3.0 Ventures, LLC | Principal (investment, advisory, consulting) | Since Jan 2019 | Advisory/consulting to public/private/non‑profit entities |
| mHUB | Board Member | Current | Innovation/manufacturing ecosystem support |
| Walking Mountains Science Center | Board Member | Current | Non‑profit governance |
| Eagle Valley Community Foundation | Chairman | Current | Community philanthropy leadership |
| Metropolitan Chicago American Heart Association | Former Chairman of the Board | Historical | Non‑profit leadership |
Board Governance
- Independence: Board affirmatively determined Malehorn is independent under Nasdaq and SEC rules .
- Committee assignments: Compensation (Chair); Audit (member). 2024 meetings: Audit 4; Compensation 2; Corporate Responsibility and Governance 2 (Malehorn not a member) .
- Attendance: Board held 4 meetings in 2024; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Time‑commitment policy: Directors limited to ≤3 other public boards; Audit committee members ≤2 other public company audit committees; Board reports full compliance, no exceptions granted .
- Executive sessions: Independent directors meet regularly in executive session; Lead Independent Director chairs these sessions (currently Michael J. Foster) .
- Risk oversight: Committees have defined risk domains; Compensation oversees pay risk and human capital; Audit oversees financial reporting, controls, compliance, cyber; Governance oversees governance/ESG policies .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $102,500 | Includes $80,000 annual retainer, $15,000 Compensation Committee Chair retainer, and meeting fees . |
| Stock Awards (Annual RSUs) | $134,995 | 9,480 stock units granted on June 13, 2024; grant date fair value under ASC 718 . |
| Total (Cash + Stock) | $237,495 | Non‑Employee Director total compensation for 2024 . |
| Policy Element | Amount/Term | Effective/Notes |
|---|---|---|
| Board Annual Cash Retainer | $80,000 | Quarterly installments . |
| Meeting Fee (Committee) | $1,500 per meeting | Reduced to $750 for short telephonic or attended not in person . |
| Lead Independent Director Retainer | $30,000 | Additional annual retainer . |
| Audit Committee Chair Retainer | $25,000 | Additional annual retainer . |
| Compensation Committee Chair Retainer | $15,000 → $20,000 | Increased effective June 12, 2025 . |
| Governance Committee Chair Retainer | $15,000 → $20,000 | Increased effective June 12, 2025 . |
| Annual Director RSU Award | $135,000 → $150,000 | RSU value raised effective June 12, 2025; vests monthly over one year; deferred payout . |
| Reimbursement | Out‑of‑pocket expenses | Standard policy . |
Performance Compensation
- Director equity is time‑based (RSUs), not performance‑conditioned; none of the Non‑Employee Directors held option awards as of year‑end 2024 .
- RSU grant mechanics: Annual RSUs vest monthly over one year; distribution deferred to the earlier of the 5th anniversary of grant, change in control, or separation; dividend equivalents reinvested; acceleration upon change‑in‑control, death, or disability .
| 2024 Equity Grant Details | Value/Units | Vesting/Deferral |
|---|---|---|
| Annual RSUs (6/13/2024) | 9,480 units; $134,995 FV | Monthly vest over one year; payout deferred to 5th anniversary unless earlier CIC/separation; dividend equivalents . |
| Unvested Stock Units at 12/31/2024 | 4,901 units | Remaining from 2024 annual grant schedule . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None . |
| Prior public company boards | Care Capital Properties (2015–2017); director; compensation, executive, and investment committees . |
| Committee interlocks/insider participation (Sabra) | Compensation Committee members (incl. Malehorn) were not officers and had no relationships requiring related‑party disclosure; no insider participation interlocks in 2024 . |
| Director time‑commitment compliance | Board reports all directors in compliance with policy; no exceptions . |
Expertise & Qualifications
- Leadership: Former President & CEO at multiple GE Capital businesses; economic development leadership at World Business Chicago .
- Finance/Capital Markets: 28 years at GE across finance units; portfolio and operations management; senior living financing expertise .
- REIT/Healthcare: Prior CCP board service; founded Senior Living & Hospitality Financing at GE Capital Real Estate .
- Public company governance: Prior REIT board and committee service; current chair of Sabra’s Compensation Committee .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (Shares) | 94,893 | Includes deferred vested RSUs and RSUs vesting within 60 days; less than 1% . |
| Ownership as % of Shares Outstanding | ~0.04% | Computed from 94,893 shares and 237,936,460 outstanding as of 3/31/2025 . |
| Vested (Deferred) RSUs | 50,787 units | Vested; payout deferred under director RSU policy . |
| RSUs Vesting within 60 days (as of 3/31/2025) | 1,664 shares | Near‑term vest timing disclosure . |
| Unvested Stock Units (12/31/2024) | 4,901 units | Year‑end unvested director units . |
| Stock Ownership Guidelines | 5× annual board cash retainer | All Non‑Employee Directors in compliance; 50% net shares retention until compliant . |
| Hedging/Pledging | Prohibited; none pledged | Anti‑hedging/pledging policy applies; directors may not hold Sabra shares in margin or pledge . |
Governance Assessment
- Committee leadership and independence: Malehorn’s chair role at Compensation and membership on Audit align with his deep finance and operating background; Board confirms his independence .
- Attendance and engagement: Board and committee cadence appropriate (4/2/2 meetings respectively in 2024); directors met engagement thresholds; executive sessions held regularly .
- Pay‑for‑performance posture: As Compensation Committee Chair, oversees a program with 65% performance‑based executive equity (TSR‑weighted) and rigorous outcomes (e.g., 100% forfeiture of 2021 FFO units; 200% payout of TSR units on 99th percentile performance), and strong say‑on‑pay support (94.6% in 2024) .
- Conflicts/related‑party exposure: No related‑party transactions involving directors except a disclosed consulting arrangement for the CIO; Audit Committee screens related‑party transactions under formal policy; none involving Malehorn disclosed .
- RED FLAGS: None disclosed regarding Malehorn—no hedging/pledging, no attendance issues, no related‑party transactions, no interlocks; director time‑commitment policy compliance reported .
Implications: Governance quality signals (independence, committee leadership, attendance, anti‑hedging/pledging, ownership guidelines) support investor confidence; compensation oversight rigor and high say‑on‑pay backing reduce agency risk, with limited conflict exposure .
Insider Filings Snapshot
| Item | Disclosure |
|---|---|
| Delinquent Section 16(a) filings (2024) | Only one late Form 4 reported (Foster); none for Malehorn . |
Director Compensation Structure Notes
- RSU deferral and holding: Director RSUs are deferred to the 5th anniversary of grant, with dividend equivalents, and accelerated vesting on change‑in‑control/death/disability; annual RSU value rises to $150,000 effective June 12, 2025 .
- Cash mix stability: Cash retainer and chair fees structured with meeting‑based fees; Compensation Chair retainer increases in 2025 (to $20,000), modestly tilting mix toward fixed cash in chair roles .
Committee Oversight Practices (Compensation Committee chaired by Malehorn)
- Independent consultant FW Cook retained; committee directly oversees appointment/compensation; reports no conflicts; sole authority over executive pay and clawback policy administration .
- Human capital oversight: Reviews culture, talent development, DEI, wellness and safety risks, and compensation risk assessments; concluded pay program does not encourage excessive risk .
Related‑Party Transactions & Policies
- Formal Related Person Transaction Policy; Audit Committee approval required; no related‑party transactions since start of 2024 other than CIO consulting agreement (not involving directors) .
- Code of Conduct; political contributions policy; stockholder communication channels; anti‑hedging/anti‑pledging; proxy access; director resignation policy with majority voting standard .
Say‑on‑Pay & Shareholder Feedback Context
- 2024 say‑on‑pay approval: 94.6% of votes cast; multi‑year support between 93.1%–98.9% historically; committee considers votes in ongoing design .
Pay Versus Performance Reference
- Company TSR and executive “compensation actually paid” align, with notable 2022–2024 TSR outperformance driving TSR unit max payouts, while FFO units forfeited—indicative of rigor in performance calibration under Compensation Committee oversight .