Brandon M. Ribar

About Brandon M. Ribar

Brandon M. Ribar, age 44, is President, Chief Executive Officer, and a director of Sonida Senior Living (SNDA). He became CEO on September 2, 2022 after joining Sonida in September 2019 as EVP & COO; he holds a BSC in Operations and Management Information Systems from Santa Clara University . Company performance under his tenure includes a 2024 Pay-vs-Performance TSR index of $259.33 (value of $100 initial investment), alongside a 2024 net loss of $3.28 million; the 2024 short‑term incentive plan (STI) results were Revenue $252.9 million, Operating Margin 27.23%, Adjusted AFFO $(2.02) million, and Employee Retention Index 109, driving a discretionary increase to a 100% payout of the target bonus .

Past Roles

External Roles

• None disclosed in the company’s 2025 proxy or 2024 10-K .

Fixed Compensation

Performance Compensation

• 2024 Executive Short-Term Incentive Plan | Metric | Weight | Threshold | Target | Maximum | Actual Result | Payout Factor | |---|---:|---:|---:|---:|---:|---:| | Revenue | 30% | $243,125,900 | $255,922,000 | $268,718,100 | $252,866,232 | 26.4% | | Operating Margin | 35% | 26.50% | 27.54% | 28.75% | 27.23% | 29.8% | | Adjusted AFFO (as Adjusted) | 30% | $(4,563,596) | $(2,399,192) | $1,929,616 | $(2,018,613) | 32.6% | | Employee Retention Index | 5% | 104.3 | 107.3 | 110.3 | 109 | 7.8% | | Committee Discretion | — | — | — | — | Adjusted to 100% of target given acquisition impact | 100% payout |

• Long-Term Incentive Awards (selected 2024 grants) | Grant Date | Award Type | Shares | Vesting / Performance | |---|---|---:|---| | April 5, 2024 | Time-based RSAs | 40,641 | 33%/33%/34% on Apr 5, 2025; Apr 5, 2026; Apr 7, 2027 | | April 5, 2024 | Performance-based RSAs (PSAs) | 40,641 | Vesting based on Adjusted Equity Yield over three-year period ending Dec 31, 2026 |

• Outstanding equity at 12/31/2024 (partial schedule; see Equity Ownership section for full detail):

  • Time-based unvested: 2,453 (4/5/22, third tranche) ; 3,322 (9/7/22, third tranche) ; 8,800 (4/4/23, second/third tranches) ; 40,641 (4/5/24 grant) .
  • Performance-based unearned: 38,550 (11/15/21) ; 10,824 (4/5/22; forfeited subsequent to 12/31/24) ; 14,657 (9/7/22) ; 30,800 (4/4/23) ; 76,450 (1/26/23) ; 40,641 (4/5/24) .

Equity Ownership & Alignment

• 2024 year-end valuation reference for footnote (market value figures use $23.08/share closing price on 12/31/2024; see table footnotes) .

Employment Terms

• Employment agreement: Amended & Restated December 2024; initial term 1 year with automatic annual renewals unless either party gives 30 days’ non‑renewal notice .
• Board nomination: Company will nominate Mr. Ribar for Board reelection at each term end; he will serve for any period elected .
• Base salary and bonus opportunity: Not less than $474,778 for 2024; not less than $550,000 beginning January 1, 2025; target bonus not less than 75% of base salary for 2024 and 85% for 2025+ .
• Severance/change-in-control (high-level): Agreement provides severance if terminated without “Cause” or for “Good Reason” (including in connection with a “Fundamental Change”) per the agreement terms (details incorporated by reference) .
• Equity plan change-in-control treatment (2019 Plan): If awards are not assumed/replaced, they vest fully and terminate post‑closing; if assumed, double-trigger vesting may apply upon involuntary termination within up to 24 months post‑CIC; performance awards vest based on actual to date or target, whichever is greater; Committee has discretion for termination/tender/exercise mechanics .
• Time-based/Performance award agreements: Death/disability provisions; CIC provisions align with plan (e.g., double-trigger for assumed time-based awards; PSA vesting tied to transaction consideration value) .
• Clawback policies: Mandatory recoupment upon financial restatement and supplemental misconduct-based recoupment covering cash and equity incentives .
• Anti‑hedging/pledging: Hedging prohibited; pledging prohibited for directors/officers and otherwise allowed only with Board pre‑approval .

Board Governance

• Board service: Class II director; term expires at 2026 annual meeting .
• Committee roles: Not listed as a member of Audit, Nominating & Corporate Governance, or Compensation Committees .
• Independence: Board determined eight directors are independent; Mr. Ribar (CEO) is not listed among independent directors .
• Board leadership: Independent, non‑executive Chair (David W. Johnson) since Nov 2021; roles separated to strengthen governance .
• Attendance and executive sessions: Board held eight meetings in 2024; no incumbent director attended fewer than 75% of meetings; independent directors held executive sessions overseen by the independent Chair; all directors attended the 2024 annual meeting .
• Investor Rights Agreement context: Conversant and Silk board designation rights; as of 2025 Conversant designates four directors, Chair included, with potential to designate five after May 3, 2025 if ownership thresholds are met .

Director Compensation (context)

Non‑employee directors in 2024 received a $55,000 annual cash retainer plus committee/chair retainers (e.g., Chair $50,000; Audit Chair $20,000; N&CG Chair $10,000; Compensation Chair $15,000; Audit/N&CG/Comp members $10,000/$5,000/$7,500), and $75,013 equity awards (vesting in one year); employee directors are not included in this table .

Say‑on‑Pay & Shareholder Feedback

• 2025 advisory vote on executive compensation: For 17,046,441; Against 33,976; Abstain 20,785; Broker non‑votes 847,724 .
• Compensation practices highlights: pay‑for‑performance design; double‑trigger vesting on CIC; stock ownership guidelines; robust clawbacks; no hedging/pledging; caps on incentive payouts; independent consultant; no repricing of options, no discount options, no excessive perquisites, and no excise tax gross‑ups .

Compensation Committee Analysis

• Committee composition: Shmuel S.Z. Lieberman (Chair), Robert T. Grove, and Jill M. Krueger; all independent .
• Consultant: Meridian Compensation Partners engaged in 2024; fees ~$87,665; Committee determined Meridian was independent with no conflict of interest .
• Use of peer data and surveys: Committee considers industry peers and third‑party surveys, financial performance, individual contribution, tenure, and retention .

Related Party Transactions (governance red flags/controls)

• Conversant Equity Commitment (expired 12/31/2024): $13.5 million equity commitment (18 months) with a $675,000 commitment fee paid in 67,500 shares; $10.0 million drawn in 2023 (1,000,000 shares issued) .
• 2024 Private Placement: Issued 5,026,318 shares at $9.50 in two tranches to large stockholders including Conversant, Silk, and PF Investors (Feb 1, 2024 and Mar 22, 2024); Audit Committee approved per policy .
• Related person transaction policy: Requires Audit Committee approval; arm’s‑length terms; ongoing monitoring .

Performance & Track Record

• Operating context: 2024 STI measured Revenue, Operating Margin, Adjusted AFFO, and Employee Retention Index; actuals are shown above and informed the 100% payout adjustment .
• Business scale: 94 communities across 20 states (owned/managed/joint ventures) as of 12/31/2024 .

Vesting Schedules and Potential Insider Selling Pressure

• Time-based awards (examples):
  • 4/5/2022 grant: third tranche vested 4/5/2025 (2,453 shares outstanding at 12/31/2024) .
  • 9/7/2022 grant: third tranche vests 9/7/2025 (3,322 shares outstanding at 12/31/2024) .
  • 4/4/2023 grant: remaining tranches vest 4/4/2025 and 4/4/2026 (8,800 shares outstanding at 12/31/2024) .
  • 4/5/2024 grant: 33%/33%/34% vesting on 4/5/2025, 4/5/2026, 4/7/2027 (40,641 shares) .
• Performance awards: 2021–2024 awards remain unearned until goals are met; 4/5/2022 PSA was forfeited subsequent to 12/31/2024 .
• Policy mitigants: Hedging prohibited; pledging prohibited for directors/officers; ownership guidelines in place, which can reduce forced selling risk .

Equity Plan, Severance, and Change‑of‑Control Economics

• 2019 Omnibus Plan CIC: Unassumed awards vest and terminate post‑CIC; assumed awards may receive double‑trigger vesting on involuntary termination within up to 24 months post‑CIC; PSAs vest at greater of actual‑to‑date or target .
• Time‑based/Performance award agreements: Provide death/disability provisions; CIC treatment aligns with plan (including double‑trigger for assumed time‑based awards and PSA vesting tied to consideration value) .
• Employment agreement severance: Severance for termination without Cause/for Good Reason (including in a Fundamental Change) per A&R agreement; Board nomination covenant supports continuity .

Board Service History and Dual‑Role Implications

• Board classification: Class II director with term through 2026; CEO and director dual role with independent non‑executive Chair provides a counterbalance; independent director majority and executive sessions in place .
• Committees: Ribar does not sit on key oversight committees, which are fully independent, mitigating independence concerns associated with a CEO/director dual role .

Risk Indicators & Red Flags

• Material weakness in ICFR (2024): User access controls/segregation in payroll; prior close‑process weakness remediated in 2024; ongoing remediation underway .
• Concentrated control: Conversant holds majority voting power as of 12/31/2024; board designation and consent rights under investor agreements could influence governance outcomes .
• Market volatility and capital structure: Significant stock price volatility in 2024; potential dilution from equity issuance; Series A Preferred has senior rights and cumulative dividends at 11%, with redemption rights on change of control .
• Labor cost pressures: Labor is ~two‑thirds of operating costs; 2024 labor expense increased ~14.1% in the consolidated community portfolio .

Compensation Structure Analysis

• Mix shift and alignment: 2024 LTI split 50% PSAs and 50% RSAs with three‑year cumulative performance period (Adjusted Equity Yield), emphasizing long‑term value creation; STI used balanced operating and financial metrics including an employee retention index .
• Discretion: Committee exercised positive discretion to adjust aggregate payout to 100% of target to recognize acquisition impacts, signaling judgment‑based alignment to strategic transactions .
• Guardrails: Double‑trigger CIC vesting; robust clawbacks; anti‑hedging/pledging; ownership guidelines; independent consultant engagement and annual risk assessment of pay practices .

Investment Implications

• Alignment and retention: Ribar’s 1.4% beneficial stake plus sizeable unvested RSAs/PSAs and ownership/anti‑hedging rules support alignment; auto‑renewal and Board nomination provisions reduce near‑term retention risk .
• Overhang and governance: Investor rights (board designation/consents) and preferred stock rights concentrate influence, potentially affecting strategic flexibility and M&A optionality; however, an independent Chair, independent committees, and strong meeting attendance/exec sessions are mitigating governance features .
• Near‑term catalysts/pressures: Time‑based vesting dates in 2025–2027 and multi‑year PSA measurement through 2026 create potential supply/settlement events, though hedging/pledging constraints and ownership guidelines limit adverse behaviors; pay outcomes remain sensitive to Revenue, Operating Margin, Adjusted AFFO, and retention execution given 2024 STI design .
• Shareholder sentiment: Strong 2025 say‑on‑pay support (17.05 million For vs 34k Against) indicates investor acceptance of current pay program design and its link to performance .