Lynne S. Katzmann
About Lynne S. Katzmann
Lynne S. Katzmann, 68, has served as an independent director of Sabra Health Care REIT (SBRA) since March 2019. She is CEO and founder of Juniper Communities (est. 1988), holds a doctorate in health policy from the London School of Economics, and has been recognized with industry awards including the McKnight’s Women of Distinction Lifetime Achievement Award (2019) and induction into the American Senior Housing Hall of Fame (2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Juniper Communities | Chief Executive Officer; Founder | 1988–present | Leads seniors housing operator; drives managed-care initiatives in preventive care and lifestyle management |
| JMK Associates, Inc. | Vice President | 1986–1987 | Executive role under JMK ownership |
| Metrocare, Inc. | Various positions | 1984–1986 | Operational leadership in JMK portfolio |
| HealthChoice, Inc. | Position under JMK | 1983 | Early healthcare operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Investment Center for Seniors Housing and Care | Board of Directors | Current | Industry strategy and capital flows |
| American Seniors Housing Association | Executive Board | Current | Sector policy and advocacy |
| Senior Living 100 | Advisory Board | Current | Senior living leadership network |
| Tufts University Medical School | Board of Advisors | Current | Academic-medical advisory |
| Naropa University | Secretary & Treasurer, Board of Trustees | Current | Non-profit governance |
Board Governance
- Committee assignments and chair roles: Compensation Committee member; Chair, Corporate Responsibility and Governance (CRG) Committee .
- Committee meetings in 2024: Audit 4, Compensation 2, CRG 2 .
- Independence status: Board determined Katzmann is independent under Nasdaq rules .
- Attendance: Board met 4 times in 2024; all directors attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees earned | $100,250 | Actual 2024 cash compensation received |
| Annual cash retainer (policy) | $80,000 | Paid quarterly; directors may elect stock units in lieu of cash |
| Committee chair retainer (CRG) | $15,000 | Increases to $20,000 effective June 12, 2025 |
| Committee meeting fees (policy) | $1,500 per committee meeting; $750 for short telephonic or attendance other than in person | Committee-only; Board meetings not compensated |
Performance Compensation
| Equity Award | Grant Date | Units/Value | Vesting | Key Terms |
|---|---|---|---|---|
| Annual RSUs | June 13, 2024 | 9,480 units; $134,995 grant date fair value | Monthly over 1 year; fully vested by next annual meeting | Payment deferred until the earlier of 5th anniversary, change in control, or separation; dividend equivalents paid/reinvested; acceleration on death/disability/change in control |
| Unvested stock units (12/31/2024) | — | 4,901 units | — | Balance as of FY-end |
No performance metrics are tied to non-employee director equity; awards are time-based with deferral and holding features .
Other Directorships & Interlocks
| Company | Public Company Status | Role | Interlocks/Notes |
|---|---|---|---|
| None | — | — | No current public company directorships disclosed |
Expertise & Qualifications
- Health policy doctorate (London School of Economics) .
- Founder/CEO, deep seniors housing operations and managed-care innovation .
- ESG professional designation (Competent Boards ESG Certificate, Nov 2022) .
- Independent director per Board assessment .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 64,668 shares (includes deferred vested units) |
| Ownership as % of shares outstanding | <1.0% (based on 237,936,460 shares outstanding) |
| Vested RSUs deferred (counted as beneficially owned) | 50,787 units |
| RSUs vesting within 60 days of March 31, 2025 | 1,664 shares |
| Pledged shares | None; directors prohibited from pledging Sabra shares |
| Hedging policy | Hedging/derivatives prohibited for directors |
| Director ownership guideline | 5x annual cash retainer; all directors in compliance |
Say-on-Pay & Shareholder Voting Signals
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Lynne S. Katzmann (2025 AGM) | 190,135,865 | 5,520,642 | 166,799 | 18,401,197 |
| Say-on-Pay (2025 AGM) | 187,601,132 | 7,853,769 | 368,405 | 18,401,197 |
| Auditor ratification (2025 AGM) | 212,252,074 | 1,808,222 | 164,207 | — |
Historical say-on-pay support in 2024 was 94.6% of votes cast, consistent with prior years (93.1%–98.9%) .
Related-Party Transactions & Conflicts
- Policy: Written Related Person Transaction Policy; Audit Committee reviews and approves/ratifies transactions >$120,000 with related persons; no committee member participates in consideration where they are related .
- Disclosures: No related-person transactions since start of fiscal 2024 involving directors, except a consulting agreement with CIO Talya Nevo-Hacohen (not Katzmann) .
- Anti-hedging/anti-pledging: Prohibitions in Insider Trading Policy; none of directors or executives have pledged Sabra shares .
Governance Assessment
- Board effectiveness: Katzmann chairs the CRG Committee overseeing governance, ESG, succession, and director nomination processes—positions aligned with strong governance oversight .
- Independence and engagement: Affirmed independent; at least 75% attendance; participates across two committees with discrete oversight scopes (Compensation; CRG) .
- Ownership alignment: Meets 5x retainer guideline; meaningful deferred RSU balance supports long-term alignment; anti-hedging/pledging policies further protect alignment .
- Investor confidence signals: Strong 2025 vote support for her election and high say-on-pay approval historically; governance practices include majority voting, proxy access, clawback policy, and regular executive sessions with a designated Lead Independent Director .
- Potential conflicts: As CEO of a seniors housing operator (Juniper), sector overlap exists; however, no related-party transactions with Katzmann disclosed—Audit Committee policy and director independence mitigants in place .
RED FLAGS: None disclosed for pledging/hedging, related-party transactions, or low attendance. Monitor any future transactions involving Juniper to assess potential conflicts .