Katie Cusack
About Katie Cusack
Independent director since January 2021; age 58. Serves on Audit, Compensation, and Corporate Responsibility & Governance committees and is designated an Audit Committee Financial Expert. Background includes COO of Macquarie Capital (Sep 2022–Dec 2024), COO at Cornell Capital (2021), senior operating roles at Credit Suisse (2007–2020), and earlier banking roles at MTS Health Partners and Goldman Sachs; volunteer trustee of Hudson Guild. The Board has affirmatively determined she is independent; she attended at least 75% of aggregate Board/committee meetings in 2024 and attended the 2024 annual meeting. Beneficial ownership: 60,584 shares, including deferred vested RSUs; less than 1% of shares outstanding.
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Macquarie Capital (Macquarie Group) | Chief Operating Officer | Sep 2022 – Dec 2024 | Led operations across ~1,600 employees |
| Cornell Capital LLC | Chief Operating Officer | 2021 | Private investment firm COO |
| Credit Suisse | Various roles incl. COO Investment Banking (APAC and EMEA), Head of Ultra-High Net Worth Coverage | 2007 – 2020 | Senior operating leadership in IB regions |
| MTS Health Partners LP | Managing Director | pre-2007 | Strategic advisory in healthcare services |
| Goldman Sachs | M&A and Principal Investing | career start | Banking and principal investing experience |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| Hudson Guild | Trustee (volunteer) | Current | Community social services in NYC |
Board Governance
- Committees: Audit (member; financial expert), Compensation (member), Corporate Responsibility & Governance (member). 2024 meetings: Audit 4, Compensation 2, Corporate Responsibility & Governance 2.
- Independence: Board determined Cusack is independent under Nasdaq rules; Audit Committee members meet Rule 10A-3 independence and financial literacy; Cusack designated as “audit committee financial expert.”
- Attendance: Each director attended ≥75% of aggregate Board/committee meetings in 2024; all directors attended the 2024 annual meeting.
- Executive sessions: Independent directors meet regularly in executive session (chaired by Lead Independent Director).
- Director time commitments: Policy limits to ≤3 other public boards; Audit Committee members ≤2 other audit committees; all directors currently in compliance.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 87,500 | 134,995 | 222,495 |
Directors’ Compensation Policy parameters:
- Annual cash retainer: $80,000; meeting fees: $1,500 per committee meeting ($750 for brief/telephonic or attended not in person). Chair retainers: Audit $25,000; Compensation $15,000→$20,000 effective June 12, 2025; Corporate Responsibility & Governance $15,000→$20,000 effective June 12, 2025; Lead Independent Director $30,000.
- Annual RSU grant: $135,000 value (increasing to $150,000 effective June 12, 2025). Vests monthly over one year and is deferred to the earlier of fifth anniversary, change in control, or separation from the Board; dividend equivalents reinvested.
Performance Compensation
| Grant Date | RSUs Granted (#) | Grant Date Fair Value ($) | Vesting | Deferral/Distribution | Dividend Equivalents |
|---|---|---|---|---|---|
| June 13, 2024 | 9,480 | 134,995 | Monthly over 1 year; becomes vested fully by next annual meeting | Payment deferred until earlier of 5th anniversary, change in control, or separation; unvested accelerates on change in control/death/disability | Cash if vested or reinvested into units; paid upon distribution |
Note: Non-employee director compensation is not tied to performance metrics such as FFO/TSR; RSUs are time-based with long-term deferral for alignment.
Other Directorships & Interlocks
| Company | Role | Committees |
|---|---|---|
| — | None (no current public company boards) | — |
Expertise & Qualifications
- Finance: 20+ years in investment banking and operating leadership (COO) roles; audit committee financial expert designation.
- Industry: Healthcare advisory experience (MTS Health Partners).
- Public company experience: Former executive officer of a public company (Credit Suisse).
- Governance: Service across three core committees; focus on risk oversight via Audit and human capital/ESG via Compensation and Corporate Responsibility & Governance.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 60,584 shares; <1% of shares outstanding |
| Deferred vested RSUs | 44,420 vested RSUs (payment deferred) |
| Near-term vesting | 1,664 shares subject to RSUs vesting within 60 days of Mar 31, 2025 |
| Unvested year-end units | 4,901 unvested stock units at Dec 31, 2024 |
| Ownership guidelines | 5× annual Board cash retainer; directors currently in compliance |
| Hedging/pledging | Prohibited; none of directors or executive officers have pledged Sabra shares |
Governance Assessment
- Strengths: Independent, multi-committee service, and Audit Committee financial expert designation; strong attendance and engagement; director equity is deferred for five years with a one-year post-vesting hold, promoting long-term alignment; compliance with stock ownership guidelines; anti-hedging/anti-pledging policy enforced.
- Compensation structure: 2024 director pay mix balanced (cash $87,500; RSUs $134,995), no options, no meeting-heavy incentives; policy increases RSU value and certain chair retainers from June 12, 2025, maintaining market alignment.
- Conflicts/related-party exposure: No related-party transactions involving Cusack disclosed; Audit Committee oversees related-party review.
- Board/shareholder signals: 2024 say-on-pay supported by 94.6% of votes; robust governance policies (majority voting, proxy access, annual elections, clawback).
- RED FLAGS: None observed for Cusack—no Section 16(a) delinquencies cited for her, no pledging/hedging, no outside public boards creating time-commitment risks. (A late Form 4 was noted for another director, not Cusack.)