Michael J. Foster
About Michael J. Foster
Michael J. Foster, 71, is Sabra Health Care REIT’s Lead Independent Director, serving on the Board since November 2010. He is a Managing Director at RFE Management Corp. (since 1989) and is designated by Sabra’s Board as an audit committee financial expert. He is independent under Nasdaq rules, with 14 years of tenure, and currently serves on the Audit and Corporate Responsibility & Governance (CR&G) Committees, chairing independent executive sessions as Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sabra Health Care REIT, Inc. | Lead Independent Director; Director | Since Nov 2010 (14 years) | Lead Independent Director; Audit Committee member; CR&G Committee member; Audit Committee Financial Expert |
| Sun Healthcare Group, Inc. (post-Separation “Sun”) | Director | 2010–Dec 2012 (acquired by Genesis) | Board service through acquisition |
| Sun Healthcare Group, Inc. (“Old Sun”) | Director | 2005–2010 (pre-Separation) | Board service prior to Sabra separation |
| Res-Care, Inc. (public) | Director | 2001–2005 | Public company board experience in healthcare services |
| Peak Medical Corporation (private) | Director | 1998–2005 | Portfolio company of RFE; long-term care operator |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RFE Management Corp. | Managing Director | 1989–present | Investment manager to RFE funds; private equity |
| Other current public company boards | — | — | None |
Board Governance
- Independence and roles: The Board affirmed Mr. Foster’s independence under Nasdaq rules; he serves as Lead Independent Director, setting agendas for executive sessions and working with the Chair/CEO on Board materials and schedules .
- Committees and expertise: Audit Committee (member; designated audit committee financial expert) and CR&G Committee (member). 2024 meetings: Audit (4), Compensation (2), CR&G (2) .
- Attendance: The Board met 4 times in 2024; each director attended at least 75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting; Mr. Foster chairs these sessions .
- Governance practices: Majority voting with director resignation policy; strong stock ownership requirements; anti-hedging and anti-pledging policies; proxy access; no supermajority vote requirements .
- Time commitments: Policy limiting outside boards and audit committees; all directors are in compliance .
Fixed Compensation
| Component | Amount/Policy | 2024 Actual for Foster |
|---|---|---|
| Annual cash retainer (non-employee directors) | $80,000 annual retainer | Included in cash fees |
| Lead Independent Director retainer | +$30,000 annual | Included in cash fees |
| Meeting fees | $1,500 per committee meeting; $750 for brief telephonic/other cases | Included in cash fees |
| Equity retainer (annual stock units) | $135,000 grant value in 2024; increases to $150,000 effective June 12, 2025 | $134,995 2024 grant value |
| 2024 cash fees (reported) | — | $119,000 |
| 2024 total director compensation | — | $253,995 (cash $119,000; stock $134,995) |
Notes:
- Directors may elect to receive retainers in stock units in lieu of cash .
- Director stock units vest monthly over one year, with distribution deferred until the earlier of the 5th anniversary, change in control (CoC), or Board separation; unvested units accelerate upon CoC, death, or disability; dividend equivalents accrue .
Performance Compensation
Directors do not receive performance-based incentives; equity is time-based. Key equity features and 2024 award specifics:
| Item | Detail |
|---|---|
| 2024 annual grant | 9,480 stock units on June 13, 2024; grant-date value $134,995 |
| Vesting | Monthly over one year; fully vested by next annual meeting |
| Deferral | Payout deferred to earlier of 5th anniversary, CoC, or Board separation |
| Acceleration | Unvested units accelerate on CoC, death, or disability |
| Dividend equivalents | Paid in cash if vested or reinvested into additional units if unvested |
| Unvested at 12/31/2024 | 4,901 stock units |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Prior public boards | Res-Care, Inc. (2001–2005); Sun/Old Sun (2005–2012 combined with separation timeline) |
| Private company boards | Multiple RFE portfolio companies (e.g., Peak Medical Corporation 1998–2005) |
| Related-party transactions | None involving Mr. Foster disclosed since start of fiscal 2024; only noted related-person item was a 2025 consulting agreement with the CIO (not related to Mr. Foster) |
Expertise & Qualifications
- Financial oversight: Designated Audit Committee Financial Expert; finance and capital markets experience via private equity leadership .
- Healthcare/long-term care: Prior directorships at long-term care operators (Res-Care; Peak Medical) .
- Governance: Lead Independent Director responsibilities; extensive public board experience historically .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (3/31/2025) | 117,304 shares | Includes deferred vested RSUs and units vesting within 60 days |
| Ownership % of outstanding | <1.0% | Based on 237,936,460 shares outstanding |
| Vested, deferred RSUs | 50,787 units | Payment deferred until earlier of 5th anniversary, CoC, or Board separation |
| RSUs vesting within 60 days (as of 3/31/2025) | 1,664 shares | Near-term vesting |
| Unvested director stock units (12/31/2024) | 4,901 units | From 2024 grant |
| Pledged shares | None; pledging prohibited | Company policy bans pledging; none pledged by directors/officers |
| Hedging | Prohibited | No short sales, puts/calls, or monetization hedges |
| Ownership guideline | 5x annual cash retainer | All non-employee directors are in compliance |
Director Compensation Mix and Structure
| Year | Cash Fees | Equity Grant Value | Total | Structure Notes |
|---|---|---|---|---|
| 2024 | $119,000 | $134,995 | $253,995 | Time-vested RSUs with 5-year deferral and dividend equivalents; no options |
| 2025 policy change | — | Equity retainer increases to $150,000 (RSUs) effective 6/12/2025 | — | Chair retainers for Compensation and CR&G rise to $20,000 effective 6/12/2025 (LID unchanged at $30,000) |
Insider Trades and Section 16 Compliance
- Section 16(a) compliance: All required 2024 filings were timely except one late Form 4 by Mr. Foster filed May 17, 2024 to report a sale on May 14, 2024 (administrative delinquency) .
Governance Assessment
- Strengths supporting investor confidence:
- Independent Lead Director with robust responsibilities; regular executive sessions led by Mr. Foster .
- Audit Committee financial expert designation; service on Audit and CR&G supports financial reporting and ESG oversight .
- Strong alignment mechanisms: 5x retainer ownership guideline (in compliance), anti-hedging/anti-pledging, deferred equity for directors .
- Broad shareholder-friendly practices (majority voting with resignation policy, proxy access, no poison pill) .
- Potential watch items:
- Long tenure (~14 years) can raise independence optics at some institutions, though Board affirms independence and maintains a strong Lead Independent role .
- Single late Form 4 in 2024 (administrative) — low materiality but noted .
- Conflicts/related party: No related party transactions involving Mr. Foster disclosed since start of fiscal 2024; time-commitment policy compliance and no current public company interlocks reduce conflict risk .
Appendix: Committee Assignments and Meetings (2024)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 4 |
| Compensation | — | 2 (not a member) |
| Corporate Responsibility & Governance | Member | 2 |
Appendix: Director Compensation Policy (Key Terms)
- Cash: $80,000 annual retainer; Lead Independent Director +$30,000; meeting fees $1,500 ($750 for brief telephonic/in-person exceptions) .
- Equity: Annual RSU grant valued at $135,000 (increasing to $150,000 effective June 12, 2025); monthly vesting over one year; distribution deferred to earlier of 5th anniversary, CoC, or Board separation; unvested RSUs accelerate on CoC/death/disability; dividend equivalents accrue .
- Ownership guideline: 5x cash retainer; all directors in compliance .