Jill M. Krueger
About Jill M. Krueger
Independent director since 2004 with deep senior-care operations and finance expertise; age 64 as of the 2024 proxy. Founding President and CEO of Symbria, Inc.; previously a partner at KPMG overseeing the firm’s national Long‑Term Care and Retirement Housing Practice. Holds a B.S. from Northern Illinois University; Certified Public Accountant (CPA) and Certified Management Accountant (CMA). Designated by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Symbria, Inc. | Founding President & CEO | Founded 1995; ongoing | Built integrated ancillary therapy/pharmacy services platform serving senior living and post‑acute providers |
| KPMG LLP | Partner | Prior to Symbria | Oversaw national Long‑Term Care & Retirement Housing Practice |
| Continuing Care Accreditation Commission | Public commissioner; financial advisory board member | Prior period | Regulatory/standards involvement in senior living accreditation |
External Roles
| Organization | Role | Committee/Position | Status |
|---|---|---|---|
| Legacy IMBDS, Inc. (formerly iMedia Brands, Inc.) | Director | Chair, Audit Committee | Current as of 2024 proxy |
| Ebix, Inc. | Director | — | Current as of 2024 proxy |
| Senior Care Pharmacy Coalition | Chairperson | — | Current |
| American Board of Post‑Acute & Long‑Term Care Medicine | Director/Steering Committee | — | Current/ongoing across proxies |
| Fifth Third Bank – Illinois Affiliate | Director | — | Prior role noted in 2019 proxy |
Board Governance
- Committee leadership and membership (2024–2025):
- Audit Committee: Chair; members Lilly H. Donohue and Benjamin P. Harris. Board determined she is an “audit committee financial expert.” Audit Committee held five meetings in 2024.
- Nominating & Corporate Governance Committee: Member; committee held two meetings in 2024.
- Independence and attendance:
- Board determined Ms. Krueger is independent under NYSE rules and the company’s Director Independence Policy (consistent determination across 2022–2025 proxies).
- Board met 8 times in 2024; no incumbent director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 annual meeting.
- Governance structure:
- Investor Rights Agreement (Nov. 3, 2021) added Conversant and Silk designees to the Board (context for board composition and independent oversight).
Fixed Compensation
- Director cash retainer structure:
- Annual cash retainer: $55,000.
- Chair retainers: Board Chair $50,000; Audit $20,000; Nominating & Corporate Governance $10,000; Compensation $15,000.
- Committee member retainers: Audit $10,000; Nominating & Corporate Governance $5,000; Compensation $7,500.
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2023 | $87,500 | Includes base and committee/chair retainers |
| 2024 | $94,792 | Includes base and committee/chair retainers |
Performance Compensation
- Equity grants to non‑employee directors are time‑based RS/RSUs (no disclosed performance metrics for directors).
| Year | Grant Date | Type | Shares | Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2017 | May 16, 2017 | RSU (elected in lieu of RS) | 8,929 | $120,006 | Vested in full on May 16, 2018 |
| 2023 | June 15, 2023 | RS/RSU | 3,000 | $26,400 | Vested in full on June 15, 2024 |
| 2024 | June 4, 2024 | RS/RSU | 2,710 | $75,013 | Vests in full on June 4, 2025 |
Equity award policy: Annual grant targeted to dollar value, with time‑based vesting; directors reimbursed for meeting expenses.
Other Directorships & Interlocks
| External Company/Body | Potential Interlock/Consideration |
|---|---|
| Senior Care Pharmacy Coalition (Chair) | Advocacy role across pharmacy services in senior care; Sonida purchases pharmacy/clinical services—monitor for indirect influence risks though independence policy prohibits compensatory relationships with the company. |
| Legacy IMBDS (iMedia Brands), Ebix | Unrelated industries; audit leadership signals financial oversight expertise transferable to Sonida’s audit processes. |
Expertise & Qualifications
- CPA and CMA with audit committee financial expert designation.
- Senior living and post‑acute industry operator for decades; experienced in long‑term care finance and operations.
- Prior Big Four leadership in senior living/retirement housing and accreditation experience.
Equity Ownership
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Direct shares held | 5,712 | 7,134 | 8,233 | 11,506 |
| Unvested RS/RSUs | 1,422 | 2,913 | 3,000 | 2,710 |
| Vested RSUs (deferred settlement) | — | 1,814 | 1,814 | 1,541 |
No disclosures found regarding hedging or pledging by Ms. Krueger in the reviewed proxies; audit and compensation committee independence standards prohibit compensatory relationships outside standard director pay.
Governance Assessment
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Strengths
- Long‑tenured independent director with audit committee chair role and “financial expert” designation; consistent independent status across proxies.
- Engagement indicators: Board met 8 times in 2024; no directors fell below 75% attendance; annual meeting attendance standard met.
- Ownership alignment: Meaningful direct share holdings and annual RS/RSU grants with one‑year vesting cadence; deferred RSUs indicate continued equity exposure.
-
Watchpoints
- External advocacy leadership (Senior Care Pharmacy Coalition) merits periodic review for potential perceived conflicts with Sonida’s vendor ecosystem, though independence policy and audit committee rules guard against compensatory ties.
- Board composition influenced by Investor Rights Agreement (Conversant/Silk appointees); ongoing independent oversight remains critical in committees chaired by Ms. Krueger.
- Director equity grant value increased from $26,400 (2023) to $75,013 (2024); monitor pay mix and rationale versus governance best practices and performance context.
-
Red Flags
- None specifically disclosed for Ms. Krueger regarding related‑party transactions, hedging/pledging, or attendance shortfalls in the reviewed period. Independence and attendance standards are affirmed in recent proxies.