Michael Simanovsky
About Michael Simanovsky
Founder and Managing Partner of Conversant Capital, a real-estate focused investment firm he launched in 2020, with prior roles at Senator Investment Group (Partner), Cerberus Capital, and Rothschild & Co.; BA in Economics from Emory University . At Sonida (SNDA), Conversant is the majority shareholder (54.6%), and the company disclosed an expectation to appoint Simanovsky as a director and Board Chair in connection with the CHP Merger closing; until closing, this remains prospective, not effective . By virtue of his role atop Conversant and its GP entities, he “may be deemed” to beneficially own the Conversant-held shares in SNDA, creating both alignment and potential conflicts that merit close oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Senator Investment Group | Partner; built opportunistic real estate investing | 2011–2020 | Led investments across capital structure; multi-sector real assets focus . |
| Cerberus Capital Management | Investment professional | Prior to 2011 | Distressed/special situations investing . |
| Rothschild & Co. (US) | Analyst | Early career | Financial analysis/resolution assignments . |
| Indus Realty Trust (public) | Independent Director | 2022–2023 | Board service at an industrial REIT (prior role) . |
| Trade Street Residential (public) | Director | 2014 | Public company board experience (prior) . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Conversant Capital | Founder & Managing Partner (CIO) | 2020–present | Leads strategy across public/private real estate and adjacent sectors . |
| K2 Towers REIT LLC | Director | Current | Private digital infrastructure board role . |
| DFI Capital, Valet Manager, Select Dental Management | Director | Current | Private company directorships . |
| Quintasen Holdings LLC | Chairman | Current | Private holding platform . |
Board Governance
- Anticipated role at SNDA: Upon CHP Merger closing, the company disclosed it expects to appoint Simanovsky as a director and Board Chair; two CHP designees (incl. Stephen Mauldin) will also join, with two current directors stepping down at closing .
- Investor Rights and Board control features: Conversant has rights to designate up to three board nominees depending on ownership; retains the right to designate the Board chair while owning ≥5%; and can designate one independent member of the Nominating & Governance Committee while owning ≥10% .
- Independence: As Conversant’s managing member and a “deemed” beneficial owner of >50% of SNDA shares, Simanovsky would not be considered independent by most investor standards; SNDA’s Board formally determines independence under NYSE and its policy (examples of disqualifying relationships are specified), but no formal determination for Simanovsky is disclosed as of the latest filings .
- Board practices context: In 2024, all then-serving directors attended ≥75% of meetings; independent directors met in executive sessions; these data pre-date any appointment of Simanovsky and are provided for context .
Fixed Compensation
| Component | SNDA Non-Employee Director Pay Design (2024) | Notes |
|---|---|---|
| Annual cash retainer | $55,000 | Paid quarterly . |
| Chair retainers | Board Chair $50,000; Audit Chair $20,000; N&G Chair $10,000; Comp Chair $15,000 | Paid to respective chairpersons . |
| Committee member retainers | Audit $10,000; N&G $5,000; Comp $7,500 | For committee service . |
| Equity (time-based) | ~$75,000 grant in RS or RSUs; 1-year cliff vest | 2,710 shares granted on June 4, 2024; vests June 4, 2025 . |
| Expense reimbursement | Reasonable meeting expenses | Standard . |
| Note on Conversant designees | Conversant principal Robert Grove did not receive fees per arrangement with Conversant | May signal similar approach for other Conversant designees; no disclosure for Simanovsky yet . |
No director-specific cash/bonus metrics apply; equity for directors is time-based, not performance-based .
Performance Compensation
- Directors: No performance-conditioned director pay disclosed; annual director equity grants are time-based (no TSR/financial targets) .
- Company-level performance culture (context): Executive STI metrics and weightings in 2024 were Revenue (30%), Operating Margin (35%), Adjusted AFFO (30%), Employee Retention Index (5%); actual corporate-weighted payout was adjusted to 100% by the Compensation Committee vs. a formulaic 96.6%, citing the positive impact of acquisitions .
| 2024 STI Metrics (Executives, context) | Threshold | Target | Max | Actual Result | Payout Factor |
|---|---|---|---|---|---|
| Revenue ($) | 243,125,900 | 255,922,000 | 268,718,100 | 252,866,232 | 26.4% . |
| Operating Margin (%) | 26.50% | 27.54% | 28.75% | 27.23% | 29.8% . |
| Adjusted AFFO ($) | (4,563,596) | (2,399,192) | 1,929,616 | (2,018,613) | 32.6% . |
| Employee Retention Index | 104.3 | 107.3 | 110.3 | 109 | 7.8% . |
| Company discretion | — | — | — | — | Finalized at 100% payout for all NEOs . |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Notes |
|---|---|---|---|
| Indus Realty Trust, Inc. | Public (prior) | Independent Director (2022–2023) | Indicates experience on a public REIT board . |
| Trade Street Residential, Inc. | Public (prior) | Director (2014) | Prior multifamily public board . |
| K2 Towers REIT LLC | Private | Director | Digital infrastructure exposure . |
| Select Dental Management LLC | Private | Director | Healthcare services; note: another current SNDA director previously founded this company (Zibel), heightening potential network ties to evaluate . |
Expertise & Qualifications
- Real assets investor-operator across public/private equity and credit; sector depth in senior living, lodging, gaming, digital infrastructure; prior partner-level investing pedigree supports strategy and capital allocation oversight .
- Education: BA, Economics (Emory University) .
- Anticipated governance role: Board Chair upon transaction close, aligning governance authority with control shareholder representation .
Equity Ownership
| Holder | Capacity | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|---|
| Conversant Capital & affiliated funds | Direct holders | 11,577,108 | 54.6% | Includes 9,264,653 common, 1,281,205 issuable upon conversion of Series A Preferred, and 1,031,250 upon warrant exercise . |
| Michael J. Simanovsky | Deemed beneficial owner | — | — | As managing member of Conversant Capital and GPs, “may be deemed” to beneficially own Conversant-held shares . |
- Anti-hedging/pledging policies: Directors are prohibited from hedging; pledging requires prior Board pre-approval—important guardrails for alignment given concentrated ownership .
Insider Trades and Related-Party Transactions (Conflicts Review)
| Date/Period | Transaction | Counterparty | Amount/Terms | Governance/Notes |
|---|---|---|---|---|
| 2023 | Equity Commitment facility | Conversant; $13.5m commitment | $675k fee (67,500 shares); drew $10m (1,000,000 shares issued) | Approved by Audit Committee; expired Dec 31, 2024 . |
| Feb–Mar 2024 | Private Placement | Conversant entities, Silk & PF Investors | 5,026,318 shares @ $9.50; ~$47.7m total | Approved by Audit Committee; insider-led financing . |
RED FLAG: Ongoing capital formation with insider participation (Conversant/Silk) and board designation rights create structural conflicts; reliance on robust Audit Committee oversight and related-party policies is critical .
Governance Assessment
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Strengths
- Deep sector/operator-investor experience; anticipated Chair role could accelerate strategic execution and capital allocation in senior living platforms .
- Clear disclosure of investor rights, related-party approval policy, and strong director anti-hedging/pledging rules .
-
Risks / RED FLAGS
- Control shareholder influence: Conversant’s 54.6% stake with board/chair designation rights and expectation to install its managing partner as Chair heightens independence and minority-holder protection concerns .
- Recurring related-party financings (2023 Equity Commitment; 2024 Private Placement) require vigilant, fully independent Audit Committee scrutiny, pricing fairness, and ongoing disclosure .
- Independence: Given his role at Conversant, Simanovsky would not be independent in substance; committee leadership assignments for key oversight committees (Audit/Comp) should remain fully independent per NYSE/Company policy .
-
Monitoring Items for Investors
- Final board/committee composition at CHP Merger close; whether independent directors maintain control of Audit, Compensation, and Nominating & Governance committees .
- Any director fee arrangements (e.g., fee waivers like Conversant’s Robert Grove) and equity grants upon appointment; confirm compliance with director ownership guidelines .
- Future capital raises, asset acquisitions/dispositions, and any services/agreements involving Conversant/Silk or affiliates—ensure arm’s-length terms under the related-person policy .
Bottom line: Simanovsky’s appointment as Chair would concentrate governance influence with the control shareholder. Strong committee independence, transparent related-party approval, and strict adherence to anti-hedging/pledging and ownership policies are essential to maintain investor confidence .