Richard K. Matros
About Richard K. Matros
Richard K. Matros is Sabra Health Care REIT’s President, CEO, and Chair of the Board, serving as CEO/President since May 2010 and Chair since November 2010; he is 71 with Board tenure of 14 years and is not independent given his executive role . Under his leadership in 2024, Sabra’s total shareholder return improved to 123.36 (value of $100 initial investment) versus 94.05 in 2023, while adjusted normalized FFO per share rose to 1.48 from 1.38, reflecting operational progress that tied into incentive payouts . He previously led Old Sun (predecessor), founded Bright Now! Dental, served on CareMeridian’s management committee, and held senior roles at Regency Health Services and Care Enterprises, contributing 45+ years of long-term care experience; he also won a 2023 Sports Documentary Emmy as co-executive producer of Legacy: The True Story of the LA Lakers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sabra Health Care REIT (post-Separation) | President & CEO; Chair of the Board | CEO/President since May 2010; Chair since Nov 2010 | Led REIT strategy and portfolio/balance sheet positioning; dual role Chair/CEO |
| Sun Healthcare Group, Inc. (“Old Sun”) | Chairman & CEO | 2001–2010 (to Separation) | Ran the predecessor platform prior to Sabra’s 2010 Separation |
| Bright Now! Dental | Founder; CEO & President; Director | 1998–2000 (CEO/President); 1998–Dec 2010 (Director) | Built dental services platform; strategic healthcare services exposure |
| CareMeridian, LLC | Management Committee Member | 1998–2006 | Specialized subacute/skilled nursing for catastrophic injuries; operator engagement |
| Regency Health Services, Inc. | CEO, President, Director, COO | 1994–1997 | Public long-term care operator leadership; scaling operations |
| Care Enterprises, Inc. | COO, Director, EVP–Operations | 1988–1994 | Senior operations across long-term care businesses |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Girls Inc. of Orange County; IsraAID; Art Over Hate Collective | Non-profit Board Member | Current | Civic engagement and ESG-related community ties |
| Sabra Films, LLC | Executive Producer | Current | 2023 Emmy (Sports Documentary) for “Legacy: The True Story of the LA Lakers” |
Board Governance & Director Service
- Director since 2010; Chair of the Board since 2010; not independent due to CEO role; no Board committee memberships; other public company boards: none .
- The Board held four meetings in 2024; all directors attended at least 75% of aggregate Board and committee meetings; the Board maintains executive sessions chaired by Lead Independent Director (Michael J. Foster) to mitigate dual-role risks .
- Governance practices include majority vote standard for directors, proxy access, independent committees, anti-hedging/anti-pledging policies, robust ownership requirements, and clawback policy .
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2024 | 925,000 | No increase from 2023; 2025 base salary approved for ~8.1% increase (amount not disclosed) |
| 2023 | 925,000 | — |
| 2022 | 925,000 | — |
- Director fees: not applicable; Matros receives no additional compensation for Board service (employee-director) .
Performance Compensation
Annual Incentive (2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted normalized FFO per share | 100% | $1.0671 | $1.4227 | $1.4654 | $1.4777 | 200% of target (max) |
| Executive | Target Bonus % of Base | 2024 Target ($) | 2024 Maximum ($) |
|---|---|---|---|
| Richard K. Matros | 150% | 1,387,500 | 2,775,000 |
- Rationale: FFO-per-share aligns with REIT investor metrics and encourages per-share performance improvement; bonus funded at maximum based on exceeding the top performance threshold .
Long-Term Incentive Awards (Granted Dec 27, 2024)
| Component | Grant-Date Value ($) | Units | Structure | Vest/Performance |
|---|---|---|---|---|
| Time-Based Units | 1,662,500 | 104,716 | 35% of total TDC equity; time-based RSUs | Vests in equal annual tranches on Dec 31 of 2025–2028; subject to 1-year hold and 5-year mandatory deferral |
| FFO Units (PSUs) | 950,000 | 59,838 target | 30% of performance equity; FFO PSUs | Earned on 2027 adjusted normalized FFO per share; threshold at 90.96% target; max at 109.04% target; up to 200% payout; subject to employment condition; 1-year hold and 5-year deferral |
| TSR Units (PSUs) | 2,137,500 | 109,504 target | 70% of performance equity; relative TSR PSUs | 3-year performance period (2024–2027) vs industrial/office/healthcare REIT peers; 55th percentile=100%; <25th=0%; ≥80th=200%; capped at 100% if absolute TSR <0%; subject to employment condition; 1-year hold and 5-year deferral |
- Deferral and holding: all long-term equity awards require a minimum one-year post-vesting hold and mandatory five-year deferral to payout, reinforcing long-term alignment and reducing near-term selling pressure .
- Prior cycles: 2022–2024 TSR Units paid at 200% (99th percentile TSR); 2022–2024 FFO Units forfeited (below threshold), evidencing pay-for-performance rigor .
2024 Grants of Plan-Based Awards Detail
| Award | Grant Date | Target/Units | Grant-Date Fair Value ($) |
|---|---|---|---|
| Cash Bonus (target) | 6/13/2024 | 1,387,500 | — |
| Time-Based Units | 12/27/2024 | 104,716 | 1,662,890 |
| FFO Units | 12/27/2024 | 59,838 target; 19,747 threshold; 119,676 max | 950,227 |
| TSR Units | 12/27/2024 | 109,504 target; 49,277 threshold; 219,008 max | 2,168,179 |
Equity Ownership & Alignment
| Data point | Value |
|---|---|
| Beneficial ownership (shares) | 1,624,750 (R&A Matros Revocable Trust; shared voting/investment power) |
| Shares outstanding (3/31/2025) | 237,936,460 |
| Ownership % of outstanding | 0.68% (1,624,750 ÷ 237,936,460) |
| Unvested time-based units (12/31/2024) | 312,012; market value $5,404,048 at $17.32 |
| Unearned/equity incentive units (performance) | 867,939; market/payout value $15,032,705 at $17.32 (max schedules where applicable) |
| Stock ownership policy (executives) | CEO must hold ≥10x base salary; compliance confirmed |
| Hedging/Pledging | Prohibited; no pledges by directors/executives |
| Clawback policy | Recoupment of incentive comp upon restatement; SEC/Nasdaq compliant |
Note: Units are subject to mandatory five-year deferral and one-year post-vesting hold, materially reducing near-term selling pressure .
Employment Terms
| Term | Detail |
|---|---|
| Agreement tenure | Initial 3-year term; auto-renews for 3-year terms unless notice given 60 days before anniversary; can terminate earlier upon employment termination |
| Severance multiple (no CoC) | 2.25x (base + 3-year average bonus); prorated bonus; health coverage up to 24 months |
| Severance multiple (post-CoC; double trigger) | 2.25x (base + 3-year average bonus); prorated target bonus; health coverage up to 24 months |
| 280G excise tax treatment | No gross-up; best-net (“cut-back”) provision |
| Equity acceleration (death/disability) | Time-Based Units and target FFO Units accelerate; target TSR Units accelerate |
| Equity acceleration (double-trigger CoC) | Time-Based Units and target FFO Units accelerate; TSR Units accelerate based on actual performance |
| Post-termination restrictive covenants | Non-solicit: 18 months for Matros; confidentiality and mutual non-disparagement apply; severance can cease/recover if breached |
| Potential payouts (illustrative, as of 12/31/2024) | Death/Disability: $19,981,357 equity; Involuntary termination: $7,525,746 total; Involuntary termination post-CoC: $27,507,103 total |
Compensation Structure Analysis
| Feature | 2024 Design |
|---|---|
| Target pay positioning | Reference ~50th percentile of peer group for target TDC; 2024 targets exceeded median due to high performance |
| Mix shift to performance-based | ~65% of equity performance-based (70% TSR; 30% FFO); time-based ~35% |
| Deferral/holding | 5-year deferral; 1-year post-vesting hold for all awards |
| Peer groups | Compensation peer set refined (20 REITs); TSR peer group broader (57 REITs); rationale tied to sector dynamics and comparability |
| Say-on-pay | 94.6% approval in 2024; historically 93.1%–98.9% |
Performance & Track Record (Selected Quantitative)
| Year | SBRA TSR ($100 initial) | NAREIT Health Care TSR ($100) | Net Income ($M) | Adjusted Normalized FFO/Share |
|---|---|---|---|---|
| 2024 | 123.36 | 115.44 | 126.71 | 1.48 |
| 2023 | 94.05 | 94.40 | 13.76 | 1.38 |
| 2022 | 74.54 | 81.59 | (77.61) | 1.54 |
| 2021 | 74.20 | 104.85 | (113.26) | 1.62 |
| 2020 | 88.53 | 90.14 | 138.42 | 1.82 |
- 2024 operational highlights included improved occupancy and rent coverage (e.g., triple-net skilled nursing EBITDARM coverage rose from 1.78x to 2.09x TTM through Sept 2024), and liquidity of ~$980 million as of Dec 31, 2024, underpinning financial flexibility .
Director Compensation (Context for Board Governance)
- Non-employee directors receive cash retainers and RSUs; Matros, as an employee-director, receives no director compensation .
Related Party Transactions & Risk Indicators
- No related party transactions since 2024 except a CIO consulting agreement (not applicable to Matros) .
- Anti-hedging/anti-pledging enforced; none pledged; robust clawback policy; strong say-on-pay results mitigate governance risk; no 280G gross-ups .
Equity Awards Outstanding (as of 12/31/2024)
| Type | Unvested Units (#) | Market Value ($) |
|---|---|---|
| Time-Based Units (all tranches) | 312,012 | 5,404,048 (@$17.32 close) |
| Equity Incentive (Unearned) | 867,939 | 15,032,705 (@$17.32 close) |
Investment Implications
- Alignment: High stock ownership requirements (10x salary), mandatory 5-year deferral and 1-year holding, anti-hedging/pledging, and rigorous performance hurdles (e.g., 2021 FFO PSUs forfeited while TSR PSUs maxed) collectively reduce near-term selling pressure and align incentives with long-term TSR and per-share FFO growth .
- Governance: Dual role CEO/Chair is balanced by a strong Lead Independent Director framework and independent committees; say-on-pay support at 94.6% suggests investor endorsement of design and outcomes .
- Retention/Economics: Double-trigger CoC severance and significant equity acceleration can be material in a transaction scenario (illustrative total up to ~$27.5M), but lack of tax gross-up and clawback policy temper shareholder risk .
- Signal: 2024 max annual bonus funding (FFO/share above maximum) and upweighted TSR PSUs reflect confidence in executing growth and portfolio optimization, supporting positive performance momentum if operational trends persist .