Kevin J. Detz
About Kevin J. Detz
Kevin J. Detz, age 45, is Executive Vice President and Chief Financial Officer of Sonida Senior Living (SNDA) and joined in May 2022 after senior finance roles at Aimbridge Hospitality, Goldman Sachs’ Real Estate Management Division, and Ernst & Young; he earned a magna cum laude business administration degree from Duquesne University, is a Certified Public Accountant, and an AICPA member . Company performance during his tenure shows strong shareholder value creation in 2024 with the “value of a $100 investment” at $259.33 versus $78.28 in 2023, alongside a narrowing net loss to $(3,280)k in 2024 from $(21,107)k in 2023 and $(54,401)k in 2022; 2024 revenue used for the short‑term incentive was $252,866,232 . His compensation is structured with a base salary and at‑risk pay driven by revenue, operating margin, Adjusted AFFO, and retention goals in the STI, and multi‑year PSAs tied to an Adjusted Equity Yield metric through year‑end 2026 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aimbridge Hospitality | EVP & Operational CFO | Jan 2020–Apr 2022 | Led finance operations for global third‑party hotel manager |
| Aimbridge Hospitality | SVP & Chief Accounting Officer | Oct 2016–Dec 2019 | Oversaw accounting and reporting functions |
| Aimbridge Hospitality | SVP & Controller | Mar 2014–Sep 2016 | Built controllership and internal controls |
| Goldman Sachs – Real Estate Management Div. | Vice President & Controller | Dec 2007–Mar 2014 | Finance leadership in real estate asset operations |
| Ernst & Young LLP | Audit practice | 2002–2007 | Public accounting foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Institute of Certified Public Accountants (AICPA) | Member | N/A | Professional standards and network |
| Duquesne University | B.S. Business Administration, magna cum laude | N/A | Foundational education |
| Certified Public Accountant | CPA credential | N/A | Technical finance/accounting expertise |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $405,233 | $417,368 |
| Bonus ($) | $75,000 (sign‑on paid Mar 2023) | — |
| Non‑Equity Incentive Plan Compensation ($) | $275,918 | $292,740 |
| Stock Awards ($ grant‑date fair value, ASC 718) | $713,608 | $1,502,611 |
| Total Compensation ($) | $1,469,759 | $2,212,719 |
| Employment Agreement Terms | Value |
|---|---|
| Base salary (minimum) | $400,000 |
| Target annual bonus (% of base) | 70% |
| Sign‑on | $75,000 (paid Mar 2023) |
| Initial equity on hire | 30,000 performance‑based restricted shares |
| Severance framework | Benefits if terminated without “Cause” or for “Good Reason,” including in a “Change in Control” (specific multiples not disclosed) |
Performance Compensation
2024 Short‑Term Incentive (STI) Plan – Design, Targets, Results, and Payout
| Metric | Weighting | Threshold | Target | Max | 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% |
| Total | 100% | — | — | — | — | 96.6% |
- Compensation Committee discretion: Given the significant positive impact of the 2024 acquisition program, the Committee adjusted payout percentages so each NEO received 100% of target, resulting in Detz’s STI payout of $292,740 .
Long‑Term Equity Incentive Awards (LTI) – 2024 Grants and PSA Framework
| NEO | RSAs Granted (shares) | PSAs Granted (shares) | PSA Metric | Performance Period | RSA Vesting |
|---|---|---|---|---|---|
| Kevin J. Detz | 25,863 | 25,862 | Adjusted Equity Yield | 3‑year ending Dec 31, 2026 | 33%, 33%, 34% on Apr 5, 2025/2026/2027 |
- Award agreements: Time‑based restricted stock does not automatically vest on change‑in‑control unless assumed and subsequently terminated without cause or for good reason within one year; PSAs can vest (full or partial) at transaction close depending on shareholder consideration; death/disability provisions apply as described in award agreements .
- Change‑in‑control plan treatment: The 2019 Plan provides acceleration and target/actual performance vesting rules; if not assumed, awards become fully exercisable and restrictions lapse, then terminate post‑closing; if assumed, involuntary terminations within up to 24 months can trigger accelerated vesting .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Kevin J. Detz | 177,938 | <1% (*) |
- Composition note: Includes direct and indirect ownership (children) and unvested restricted stock, per Form 4 references .
- Anti‑hedging/pledging: Hedging is prohibited; pledging is prohibited for directors and officers (general policy notes pre‑approval for employees, but compensation practices explicitly prohibit pledging by directors/officers) .
- Stock ownership guidelines: Company maintains executive and director guidelines; specific multiples not disclosed in the proxy .
Outstanding Awards (FY‑End 2024)
| Type | Grant Identifier | Shares Unvested/Unearned | Market Value at 12/31/2024 |
|---|---|---|---|
| RSA (time‑based) | (i) May 12, 2022 | 2,867 | $66,170 |
| RSA (time‑based) | (c) Apr 4, 2023 | 5,600 | $129,248 |
| RSA (time‑based) | (l) Apr 5, 2024 | 25,863 | $596,918 |
| PSA (performance) | (j) May 12, 2022 | 12,092 (forfeited after 12/31/2024) | $279,083 |
| PSA (performance) | (k) May 12, 2022 | 30,000 | $692,400 |
| PSA (performance) | (g) Apr 4, 2023 | 19,600 | $452,368 |
| PSA (performance) | (h) Jan 26, 2023 | 60,000 | $1,384,800 |
| PSA (performance) | (m) Apr 5, 2024 | 25,862 | $596,895 |
- Market value calculated using $23.08 closing price on Dec 31, 2024 .
- Vesting schedules: RSAs typically vest 33/33/34 across three anniversaries; PSAs subject to specified performance conditions; several 2022 PSA tranches were forfeited after year‑end 2024, indicating challenging hurdle attainment .
Employment Terms
| Term | Detail |
|---|---|
| Role & start date | EVP & CFO; joined May 2022 |
| Employment agreement | Entered April 2022 (Exhibit 10.1 referenced) |
| Cash comp | Base salary not less than $400,000; target bonus 70% of base |
| Sign‑on | $75,000 paid March 2023; 30,000 performance‑based restricted shares |
| Severance | Entitled to certain payments/benefits if terminated without “Cause” or for “Good Reason,” including in a “Change in Control” (specific multiples not disclosed) |
| Equity CIC treatment | 2019 Plan provides acceleration/vesting rules; assumed awards may accelerate upon involuntary termination within up to 24 months; if not assumed, awards vest fully then terminate post‑closing |
| Award agreements | Time‑based RSAs do not auto‑vest on CIC unless assumed and later terminated; PSAs may vest at closing depending on consideration value; pro‑rata vesting on death/disability subject to targets |
| Clawbacks | Robust recoupment policy for cash and equity incentives on restatement; supplemental policy for misconduct enabling repayment/forfeiture |
| Hedging/Pledging | Hedging prohibited; pledging prohibited for directors/officers |
| Say‑on‑pay outcome (2025) | Advisory approval: For 17,046,441; Against 33,976; Abstain 20,785; 847,724 broker non‑votes |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| STI (Cash) | Revenue | 30% | $255,922,000 | $252,866,232 | 26.4%; adjusted to 100% overall | N/A |
| STI (Cash) | Operating Margin | 35% | 27.54% | 27.23% | 29.8%; adjusted to 100% overall | N/A |
| STI (Cash) | Adjusted AFFO | 30% | $(2,399,192) | $(2,018,613) | 32.6%; adjusted to 100% overall | N/A |
| STI (Cash) | Employee Retention Index | 5% | 107.3 | 109 | 7.8%; adjusted to 100% overall | N/A |
| LTI (Equity) | Adjusted Equity Yield (PSAs) | 50% of LTI mix | 3‑year cumulative target | In‑progress | Vests at end of performance period | Performance‑based; 3‑year ending 12/31/2026 |
| LTI (Equity) | RSAs (time‑based) | 50% of LTI mix | N/A | N/A | N/A | 33/33/34 over 3 anniversaries |
Investment Implications
- Pay-for-performance calibration: Detz’s at‑risk mix is high with STI tied to revenue, margin, and AFFO, and PSAs tied to multi‑year Adjusted Equity Yield; 2024 Committee discretion to pay 100% of STI despite a 96.6% formula outcome signals supportive, acquisition‑adjusted judgment that may soften pure formulaic rigor .
- Vesting cadence and potential selling pressure: Meaningful RSA tranches vest in 2025–2027 (25,863 RSAs granted in 2024 plus earlier time‑based awards), creating periodic liquidity events that could translate to selling pressure depending on personal diversification needs and guideline compliance; PSAs remain contingent through 2026 with some 2022 tranches forfeited, indicating challenging hurdles .
- Alignment and governance: Beneficial ownership is <1%, with strong anti‑hedging/anti‑pledging policies and robust clawbacks; double‑trigger vesting and plan CIC mechanics reduce windfall risk and enhance shareholder alignment .
- Execution track record: Shareholder value improved materially in 2024 (TSR proxy measure at $259.33 per $100), and net losses narrowed significantly, with STI actuals demonstrating operational progress; continued PSA attainment will be a key watch‑item for medium‑term value creation .
- Shareholder support: 2025 say‑on‑pay passed with substantial support, reducing near‑term governance overhang on compensation design .