Talya Nevo-Hacohen
About Talya Nevo-Hacohen
Talya Nevo‑Hacohen, 65, is Sabra Health Care REIT’s Chief Investment Officer, Treasurer, and Executive Vice President, serving since November 2010. She previously held senior roles at Cerberus Real Estate Capital Management, HCP, Inc. (now Healthpeak), and Goldman Sachs, and began her career as an architect . Sabra’s pay-versus-performance and incentive outcomes during her tenure highlight strong stockholder alignment: adjusted normalized FFO per share reached $1.4777 in 2024, triggering maximum annual bonus payouts, and the 2022–2024 TSR Units paid at 200% of target on 99th percentile relative TSR performance . Say‑on‑pay support was 94.6% in 2024, reinforcing investor endorsement of Sabra’s compensation design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cerberus Real Estate Capital Management, LLC (affil. of Cerberus Capital Management, L.P.) | Managing Director | Aug 2008–Feb 2009 | Led investment activities in real estate capital markets . |
| HCP, Inc. (Healthcare REIT; now Healthpeak Properties) | SVP – Capital Markets & Treasurer | 2003–2006 | Oversaw capital markets and treasury, supporting REIT financing and growth . |
| Goldman, Sachs & Co. | Vice President (Investment Banking; Finance, Operations & Administration) | 1993–2003 | Executed financing and advisory mandates; cross‑functional leadership . |
| Advisor to private real estate developers/operators | Advisor (Acquisitions, Dispositions, Capitalization, Equity/Debt Raising) | Sep 2006–Aug 2008; Feb 2009–Nov 2010 | Advised on transactions and capital structure execution . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Seritage Growth Properties (NYSE: SRG) | Board of Trustees | Since Apr 2022 | Public company trustee . |
| Znest | Advisory Board | Current | Industry advisory role . |
| South Coast Repertory | President, Board of Trustees | Current | Non‑profit governance . |
| Yale Jackson School of Global Affairs | Board of Advisors | Current | Academic advisory role . |
| U.S. Friends of Dror Israel | Chairman of the Board | Current | Non‑profit leadership . |
| Spike’s K9 Fund | Board Member | Current | Non‑profit board service . |
Fixed Compensation
Multi‑year summary compensation (SEC‑reported):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 610,000 | 650,000 | 675,000 |
| Stock Awards ($) | 1,409,949 | 1,606,937 | 1,711,203 |
| Non‑Equity Incentive Plan Compensation ($) | 702,720 | 1,300,000 | 1,350,000 |
| All Other Compensation ($) | 12,200 | 13,200 | 13,800 |
| Total ($) | 2,734,869 | 3,570,137 | 3,750,003 |
2024 annual bonus design and outcome:
- Target bonus: 100% of base salary ($675,000); maximum 200% ($1,350,000) .
- Metric: Adjusted normalized FFO per share; target $1.4227; max $1.4654; threshold $1.0671 .
- Actual: $1.4777 (above max); payout at 200% of target ($1,350,000) .
- 2025 salary adjustment: +5.9% vs 2024 (exact figure not disclosed) .
Performance Compensation
2024 equity award mix and key terms:
| Component | Weight | Grant Date Value ($) | Units (Target) | Vesting/Measurement |
|---|---|---|---|---|
| Time‑Based Units | 35% | 595,135 | 37,477 | Vests in equal annual installments on Dec 31 of 2025, 2026, 2027, 2028; 1‑year post‑vesting hold; 5‑year deferral . |
| FFO Units | ~20% of total; 30% of perf. awards | 340,086 | 21,416 (threshold 7,067; max 42,832) | Earned on 2027 adjusted normalized FFO/share; 0–200% schedule with threshold at 90.96% target; max at 109.04% target; vest Dec 31, 2027; 1‑year hold; 5‑year deferral . |
| TSR Units | ~45% of total; 70% of perf. awards | 775,982 | 39,191 (threshold 17,636; max 78,382) | Relative TSR vs 57‑company REIT peer set over 2024–2027; 25th–80th percentile maps to 0–200% payout; negative absolute TSR caps at 100%; vest Dec 31, 2027; 1‑year hold; 5‑year deferral . |
2024 annual bonus metric detail:
| Metric | Weighting | Target | Threshold | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted normalized FFO/share (2024) | 100% | 1.4227 | 1.0671 | 1.4654 | 1.4777 | 200% of target |
Previously granted performance awards settled in 2024:
| Grant/Performance Period | Metric | Target/Scale | Actual | Payout |
|---|---|---|---|---|
| 2021 grant; 2022–2024 | TSR Units (relative TSR) | 25th–80th percentile → 0–200% | 99th percentile vs peer set | 200% |
| 2021 grant; 2022–2024 | FFO Units (2024 adj. norm. FFO/share) | Threshold–Max (0–200%) | 1.4777 vs $1.6673 target; below threshold | 0% |
Program features enhancing alignment and retention:
- Deferral/holding: All long‑term awards have mandatory 5‑year deferral and 1‑year post‑vesting holding period .
- Dividend equivalents: Reinvested as additional stock units subject to same vesting/performance conditions .
- Clawback: SEC/Nasdaq‑compliant recoupment for incentive comp on restatements .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 581,236 Sabra shares (less than 1% of outstanding) as of Mar 31, 2025 . |
| Shares outstanding | 237,936,460 as of Apr 15, 2025 . |
| Vested but deferred units (value) | Aggregate balance $4,912,269 as of Dec 31, 2024; 2024 contributions $2,176,414; withdrawals $(734,312); earnings $142,494 . |
| Unvested time‑based units | 108,690 units; market value $1,882,511 (at $17.32 on 12/31/2024) . |
| Performance‑contingent units outstanding | 304,536 units; payout value $5,274,562 (at $17.32 on 12/31/2024; includes max-level TSR counts per SEC table) . |
| Ownership guidelines | 5x base salary for executive officers; must retain 50% of net shares until compliant; all NEOs currently compliant . |
| Hedging/Pledging | Prohibited for directors, officers, employees; none have pledged Sabra shares . |
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement | Initial 3‑year term with auto‑renewal; annual merit raise eligibility; participation in bonus and benefits . |
| Severance (no CIC) | 1.5x multiple of (base salary + average actual bonus over prior 3 years); prorated actual‑performance bonus for year of termination; up to 18 months medical COBRA cash payments; release required . |
| Severance (with CIC; double trigger) | 2.0x multiple of (base salary + average actual bonus); prorated target bonus for year of termination; up to 24 months medical COBRA cash payments; Section 280G cutback if beneficial; release required . |
| Equity acceleration (death/disability) | Time‑based Units and target FFO/TSR Units fully vest . |
| Equity acceleration (CIC + involuntary) | Time‑based Units fully vest; target FFO Units vest; TSR Units vest based on actual performance . |
| Restrictive covenants | Confidentiality; non‑solicitation and non‑interference for one year post‑termination; mutual non‑disparagement . |
| Clawback | Incentive comp subject to recoupment on accounting restatements per SEC/Nasdaq rules . |
| Consulting agreement and retirement | Retiring from full‑time role effective Dec 31, 2025; consulting through Dec 31, 2027 to transition CIO role; $900,000 annual consulting fee; continued vesting of unvested time‑based and performance‑based equity during consulting term; full acceleration on CIC during consulting; company covers medical premiums via monthly cash payments; release required . |
Vesting Schedules and Insider Selling Pressure
- Time‑Based Units from 2024 grant vest in equal annual installments on Dec 31 of 2025, 2026, 2027, and 2028; subject to 1‑year post‑vesting hold and 5‑year deferral, limiting near‑term sellable supply .
- 2024 TSR and FFO Units vest based on 2024–2027 performance and Dec 31, 2027 vest date; also subject to 1‑year hold and 5‑year deferral, further reducing immediate selling pressure .
- 2024 stock vested: 147,314 shares; value realized $2,539,106; significant portion deferred under mandatory five‑year deferral (2024 deferral contribution $2,176,414), which mitigates immediate disposition .
Compensation Structure Analysis
- Year‑over‑year shift: 2024 design kept bonus targets constant (100% of salary) but increased equity award values modestly; long‑term mix kept at 65% performance‑based, with TSR Units upweighted to ~70% of performance mix, reinforcing external value creation focus .
- Rigorous goals: 2021 FFO Units forfeited at 0% despite exceptional TSR, evidencing independent, non‑relaxed financial hurdles; 2022–2024 TSR Units paid at 200% on 99th percentile relative TSR .
- Governance safeguards: mandatory deferral, post‑vesting holding, robust ownership requirements (5x salary), anti‑hedging/pledging, and clawback collectively reduce misalignment risk .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: 94.6% of votes cast, consistent with Sabra’s multi‑year high approval levels (93.1%–98.9% historically) .
Investment Implications
- Alignment strength: High weighting to relative TSR, strict FFO hurdles, and extended deferral/holding periods meaningfully align incentives with long‑term shareholder returns and dampen near‑term selling pressure .
- Retention/transition risk: Announced retirement effective Dec 31, 2025 introduces transition risk; two‑year consulting arrangement, continued vesting, and designated successor (EVP—Investments) mitigate execution risk during handoff .
- Change‑of‑control economics: Double‑trigger severance at 2x salary+bonus and equity acceleration (target or actual) could create event‑driven payout sensitivity, but no tax gross‑up and potential 280G cutbacks temper excesses .
- Ownership discipline: 5x salary ownership rule, anti‑pledging/hedging, and current compliance status signal strong “skin‑in‑the‑game” posture and lower governance red‑flag risk .