Benjamin P. Harris
About Benjamin P. Harris
Benjamin P. Harris, CFA (age 50), has served as an independent director of Sonida Senior Living (SNDA) since November 2021. He is Founder and CEO of Pinedale Capital Partners; previously CEO of Link Logistics (Blackstone’s U.S. Industrial platform), President of Gramercy Property Trust (NYSE: GPT), Head of Net Lease Investments at Annaly Capital Management, and Head of U.S. Investments at W. P. Carey (NYSE: WPC). He holds a joint BSc in Economics from University of King’s College/Dalhousie University . The Board has affirmatively determined Harris is independent under NYSE rules and Sonida’s Director Independence Policy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Link Logistics (Blackstone) | Chief Executive Officer | Prior to current role | Led U.S. industrial real estate platform |
| Gramercy Property Trust (NYSE: GPT) | President | Prior | Public REIT leadership experience |
| Annaly Capital Management | Head of Net Lease Investments | Prior | Net lease investment leadership |
| W. P. Carey & Co. LLC (NYSE: WPC) | Head of U.S. Investments | Prior | REIT investment leadership |
External Roles
| Organization | Role | Status |
|---|---|---|
| Pinedale Capital Partners | Founder & CEO | Current |
Board Governance
- Independence: Harris is classified “independent” by the Board under NYSE rules and Sonida’s Director Independence Policy .
- Attendance/Engagement: In 2024, the Board held 8 meetings; no incumbent director attended fewer than 75% of Board and committee meetings; all then‑serving directors attended the 2024 annual meeting; independent directors held executive sessions presided over by the independent Chairman .
- Committees:
- Audit Committee (member): Jill M. Krueger (Chair), Lilly H. Donohue, Benjamin P. Harris; 5 meetings in 2024 . Audit Committee Report lists Harris as a signatory member .
- Nominating & Corporate Governance Committee (Chair): Harris (Chair), Noah R. Beren, Elliot R. Zibel, Jill M. Krueger; 2 meetings in 2024 .
- Compensation Committee: Shmuel S.Z. Lieberman (Chair), Robert T. Grove, Jill M. Krueger; 6 meetings in 2024 .
- Investor Rights Agreement: Conversant Fund A designated Harris (along with Johnson, Grove, Zibel) to the Board; Silk designated Beren and Lieberman. The IRA obligates Sonida to nominate these designees; post 42 months (May 3, 2025) Conversant may designate 5 directors if ownership thresholds are met .
Fixed Compensation
| Component | Policy Rate | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $55,000 | Paid quarterly |
| Committee membership retainers | Audit: $10,000; Nominating: $5,000; Compensation: $7,500 | Paid to members |
| Committee chair retainers | Audit Chair: $20,000; Nominating Chair: $10,000; Compensation Chair: $15,000 | Paid to chairs |
| Meeting fees | None | Directors reimbursed expenses; no pension/deferred comp |
| Independent Chairman retainer | $50,000 | Additional to standard retainer |
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| Benjamin P. Harris | 90,417 | 75,013 | — | — | 165,430 |
Performance Compensation
| Grant Date | Instrument | Shares Granted | Grant-Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| June 4, 2024 | Restricted stock/RSUs | 2,710 | 75,013 | Vests in full on June 4, 2025 | None (time-based, no performance metrics) |
- Directors receive annual time-based restricted stock/RSUs valued at $75,000; grants vest on first anniversary; no options granted to directors in 2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Harris in proxy |
| Interlocks via Investor Rights Agreement | Conversant Fund A designees: Harris, Johnson (independent Chairman), Grove, Zibel; Silk designees: Beren, Lieberman |
Expertise & Qualifications
- Real estate investments, development, leasing, operations; former public REIT president; Blackstone platform CEO experience .
- CFA charterholder; Economics degree (University of King’s College/Dalhousie) .
- Board considered his expertise relevant to senior living real estate oversight .
Equity Ownership
| Measure | Amount |
|---|---|
| Total beneficial ownership (shares) | 8,697 |
| Percent of class | * (<1%) |
| Direct shares | 3,074 |
| Unvested restricted stock | 2,710 |
| Vested RSUs (settlement deferred) | 2,913 |
Policies impacting alignment:
- Stock Ownership Guidelines exist for directors and executives (company-wide), though specific multiples not disclosed in proxy .
- Anti-hedging and anti-pledging: Directors are prohibited from hedging and pledging company stock; no option repricing without shareholder approval .
Say‑On‑Pay & Shareholder Voting Signals
| Item | 2024 Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on executive compensation | 12,942,816 | 36,237 | 173 | 291,771 |
| Item | 2025 Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on executive compensation | 17,046,441 | 33,976 | 20,785 | 847,724 |
| Director election – Benjamin P. Harris | 16,933,815 | 167,319 | 68 | 847,724 |
Related-Party Transactions (Conflict Screening)
- Conversant Equity Commitment: $13.5 million commitment (18 months, approved by Audit Committee); $675,000 commitment fee paid via 67,500 shares; $10.0 million drawn in 2023 with 1,000,000 shares issued; commitment expired December 31, 2024 .
- Governance: Audit Committee reviewed/approved per related-person transactions policy; ongoing Investor Rights Agreement gives Conversant designation rights as described above .
Governance Assessment
-
Strengths
- Independent director with deep real estate and REIT operating expertise; chairs Nominating & Corporate Governance Committee and sits on Audit Committee—enhancing board oversight in key areas .
- Consistent board/committee engagement: no directors under 75% attendance; independent directors held executive sessions led by an independent Chairman .
- Director pay structure balances cash and equity; equity vests over one year, aligning near‑term value with service; no options or pension; anti‑hedging/anti‑pledging policies in place .
- Strong shareholder support for Harris’s 2025 election and company say‑on‑pay, signaling broad investor confidence .
-
Watch Items / Potential Conflicts
- Majority shareholder influence: Investor Rights Agreement obligates nomination of Conversant designees (including Harris); post‑May 2025 right to designate 5 directors if ownership thresholds are maintained—heightened risk of concentrated control and potential conflicts vis‑à‑vis minority shareholders .
- Related‑party financing: 2023–2024 equity commitment with Conversant (now expired) was reviewed and approved by Audit Committee; continued vigilance warranted on future transactions with controlling holders .
- Ownership guidelines disclosed but no specific director multiple published; compliance status by individual not disclosed in proxy .
-
Overall Implication
- Harris’s skillset and committee roles are additive to board effectiveness; independence affirmed. Investor Rights Agreement and sponsor control dynamics require sustained board independence discipline and robust Audit/Nominating oversight to mitigate conflicts and maintain minority shareholder protections .