Lilly H. Donohue
About Lilly H. Donohue
Lilly H. Donohue, age 53, is an independent Class I director of Sonida Senior Living (SNDA), serving since May 2024 and re‑elected on June 10, 2025 to a term ending at the 2028 annual meeting . She is President and CEO of Everstory Partners (formerly StoneMor Inc.) and previously served as CEO of Holiday Retirement; earlier in her career she held senior investing and operating roles at Fortress Investment Group (including leading Fortress’ China investment office and founding/serving as CEO of Starcastle Senior Living in Shanghai) and began at BlackRock Financial Management (1992–1997); she holds a B.S. in Business Administration from Boston University . The Board has determined she is independent under NYSE standards and Sonida’s Director Independence Policy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Holiday Retirement | Chief Executive Officer | Prior to Nov 2022 (specific start not disclosed) | Led organization to first Great Place to Work certification in senior living (2018) and four consecutive years (2018–2021) . |
| Fortress Investment Group (U.S.) | Managing Director; member of management committee | Since inception in May 1998; before moving to China in 2011 | Senior investing/management responsibilities . |
| Fortress Investment Group (China) | President; set up China investment office | From 2011 (specific end not disclosed) | Built senior living and home care platform; led Starcastle (Xingbao) Senior Living as CEO from inception in 2013 . |
| BlackRock Financial Management | Investment professional | 1992–1997 | Involved in capital raising, investing, and managing BlackRock Asset Investors private equity fund . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Everstory Partners (formerly StoneMor Inc.) | President and Chief Executive Officer | Since Nov 2022 | Current operating role . |
| Boston University Questrom School of Business | Dean’s Advisory Board member | Not disclosed | Advisory/academic governance role . |
| University of Central Florida Rosen College of Hospitality Management | Senior Living Management Advisory Board member | Not disclosed | Advisory/academic governance role . |
Board Governance
- Independence and board structure: Donohue is independent under NYSE rules and Sonida’s policy; the 9‑member board had eight meetings in 2024, and no incumbent director attended fewer than 75% of aggregate board and committee meetings; all directors attended the 2024 annual meeting; independent directors met in executive session chaired by the independent Board Chair .
- Committee assignments: Audit Committee member (chair: Jill M. Krueger); Audit met five times in 2024; the board’s other standing committees are Compensation and Nominating & Corporate Governance (Donohue is not listed on those) .
- Election results (investor confidence signal): Re‑elected June 10, 2025 with 17,063,050 votes FOR, 38,084 AGAINST, 68 abstentions, and 847,724 broker non‑votes .
- Governance dynamics: Under a 2021 Investor Rights Agreement, Conversant (largest holder) and Silk designate multiple directors and the Board Chair; after May 3, 2025, Conversant may designate five directors if ownership thresholds are met, reflecting a concentrated holder influence environment (Donohue is not a designee) .
- Risk oversight context: A material weakness in internal control over financial reporting existed in 2023 and 2022; the Audit Committee oversaw auditor transition (RSM to BDO) in 2024; BDO was ratified for 2025, underscoring the Audit Committee’s ongoing remediation/oversight responsibilities .
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $32,500 |
| Stock Awards (grant-date fair value) | $75,013 (time-based RS/RSUs) |
| Option Awards | $0 |
| All Other Compensation | $0 |
| Total | $107,513 |
Notes:
- 2024 annual equity grant to each non‑employee director: 2,710 time‑based restricted shares/RSUs on June 4, 2024, vesting in full on June 4, 2025 .
- 2024 director pay structure: $55,000 annual cash retainer; committee retainers (Audit member $10,000; Nominating $5,000; Compensation $7,500); chair retainers (Board $50,000; Audit $20,000; Nominating $10,000; Compensation $15,000); annual equity grant valued at $75,000; expenses reimbursed .
Performance Compensation (Director)
| Plan/Element | Metric | Weighting | Performance Period | Payout Determination |
|---|---|---|---|---|
| Director annual equity grant | Time-based vesting only | N/A | Grants 6/4/2024; vests 6/4/2025 | No performance metrics; purely time‑based . |
No director‑level performance metrics or pay‑at‑risk structures are disclosed for non‑employee directors beyond time‑based equity vesting; performance‑linked metrics in the proxy pertain to executives, not directors .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Donohue in the SNDA proxy biography; current external role is as operating CEO of Everstory Partners (formerly StoneMor Inc.) and academic advisory boards (non‑public governance roles) .
- Board interlocks/conflicts: None disclosed relating to Donohue; broad board composition includes multiple designees of Conversant and Silk under the Investor Rights Agreement (a board‑level structural consideration) .
Expertise & Qualifications
- Senior living operating leadership: Former CEO of Holiday Retirement (largest U.S. independent senior living operator), achieving Great Place to Work certification 2018–2021 .
- International build‑out experience: Established Fortress’ China investment office; CEO of Starcastle Senior Living from inception (2013) in Shanghai .
- Investing/asset management background: Fortress managing director since 1998; early career at BlackRock Asset Investors .
- Education and advisory: B.S., Boston University; advisory boards at BU Questrom and UCF Rosen College .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 2,710 |
| Percent of class | <1% (denoted “*” in table) |
| Vested vs. unvested | 2,710 unvested restricted shares; no additional holdings disclosed (fn 14) |
| Shares pledged as collateral | Prohibited by policy absent Board pre‑approval; no pledging disclosed |
| Hedging policy | Hedging of company stock prohibited |
| Director stock ownership guidelines | Company maintains stock ownership guidelines for directors (specific multiples not disclosed) |
Related-Party Exposure and Conflicts
- No related‑party transactions involving Donohue are disclosed in the proxy .
- Company‑level related‑party items: Conversant equity commitment (expired 12/31/2024) and a 2024 private placement with Conversant, Silk, and PF Investors; both approved under the related‑person transactions policy by the Audit Committee .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2025 say‑on‑pay advisory vote approved: 17,046,441 FOR; 33,976 AGAINST; 20,785 abstentions; 847,724 broker non‑votes .
- Directors’ election outcomes: Donohue re‑elected with 17,063,050 FOR; 38,084 AGAINST; 68 abstentions; 847,724 broker non‑votes .
Governance Assessment
- Positives (confidence signals):
- Independent director with deep senior living operating expertise and prior large‑scale operating credentials (Holiday, Starcastle), adding sector‑specific oversight to the board .
- Member of the Audit Committee—the locus of risk/controls oversight—and the board reports robust independent status, executive sessions, and strong attendance in 2024 .
- Strong re‑election support in 2025, indicating current investor confidence .
- Shareholder‑aligned practices: anti‑hedging/anti‑pledging; stock ownership guidelines for directors .
- Watch items (for ongoing monitoring):
- Concentrated holder influence: Conversant/Silk designation rights and potential expansion to five Conversant seats after May 3, 2025; this board structure can limit minority holder influence even with independent members present .
- Internal control history: Previously disclosed material weakness (2023/2022) and auditor transition in 2024; as an Audit Committee member, Donohue’s effectiveness will be reflected in remediation progress under BDO .
- Compensation alignment (director): Mix skews toward equity via annual time‑based grant ($75,013 in 2024) alongside cash retainer ($32,500 in 2024 for her partial‑year service), which modestly aligns to long‑term stock value but lacks performance conditions at the director level .
Overall: Donohue brings strong sector and operating expertise, independence, and Audit Committee service with high shareholder support; the key governance variables for investors relate to board power dynamics under the Investor Rights Agreement and continued internal control remediation overseen by the Audit Committee .