Robert T. Grove
About Robert T. Grove
Robert T. Grove (age 33) has served as an independent Class III director of Sonida Senior Living, Inc. since June 2024. He is a Principal at Conversant Capital (SNDA’s largest shareholder), leading coverage of healthcare, real estate services, homebuilding/building products, gaming/leisure/lodging, and self-storage; prior roles include investment analyst positions at Viking Global Investors and Anchorage Capital, and restructuring advisory at Lazard. He holds a B.S. in Economics (Finance, Accounting) from the University of Pennsylvania, summa cum laude, with a minor in Biology and Beta Gamma Sigma honors . The Board affirms his independence under NYSE rules and the company’s Director Independence Policy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Conversant Capital | Principal; sector lead across healthcare, real estate services, homebuilding/building products, gaming/leisure/lodging, self-storage | 2020–present | Leads coverage; large shareholder perspective to SNDA board |
| Viking Global Investors | Senior Analyst (energy equities) | Sep 2017–Jun 2019 | Sourced/analyzed equity investments |
| Anchorage Capital | Investment Analyst (materials; debt/equity) | Jan 2016–Aug 2017 | Researched distress/opportunistic investments |
| Lazard (Restructuring Group) | Analyst (financial restructuring advisory) | Start of career | Corporate restructuring advisory expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Homes Group (U.S. homebuilder) | Director | Not disclosed; current | Board-level oversight |
| Spotless Holdings (U.S. car wash operator) | Board Observer | Not disclosed; current | Strategic observer role |
Board Governance
- Committee assignments: Compensation Committee member (with Shmuel S.Z. Lieberman, Chair, and Jill M. Krueger) .
- Independence: Board determined Grove is independent under NYSE rules and the company’s policy .
- Attendance: In 2024, no incumbent director attended fewer than 75% of aggregate Board+committee meetings; Board held 8 meetings; independent directors met in executive sessions led by the independent Chairman .
- Committee activity: Compensation Committee held 6 meetings in 2024 .
- Board structure: Investor Rights Agreement entitles Conversant to designate four directors (potentially five after May 3, 2025 if ownership thresholds are met), including Grove; Silk designates two; David W. Johnson serves as independent Chairman .
- Policies: Anti-hedging/anti-pledging policy for directors; Clawback and supplemental recoupment policies apply to incentive compensation .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $55,000 (2024) | Standard director retainer |
| Committee retainers | Audit $10,000; Nominating & Corporate Governance $5,000; Compensation $7,500 (2024) | Per committee membership |
| Chair retainers | Board Chair $50,000; Audit Chair $20,000; Nominating Chair $10,000; Compensation Chair $15,000 (2024) | Applies to chair roles |
| Grove’s 2024 fees | $0 (none) | Grove does not receive director fees pursuant to an arrangement with Conversant |
Performance Compensation
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting | Grove Receipt |
|---|---|---|---|---|---|
| RSU/Restricted stock (annual director grant) | Jun 4, 2024 | 2,710 | $75,013 | Vests in full on Jun 4, 2025 | Grove: none (no stock awards in 2024 per table) |
Performance metrics for director equity are not applicable (time-based vesting); the company applies clawback and supplemental recoupment policies to incentive compensation .
Other Directorships & Interlocks
| Relationship | Detail | Implication |
|---|---|---|
| Conversant designation rights | Conversant may designate directors (including Grove) under the Investor Rights Agreement; may increase to 5 designees after May 3, 2025 if ownership thresholds are met | Board influence by largest shareholder; governance oversight needed |
| Conversant ownership | Conversant beneficially owns 11,577,108 shares including common, preferred as-converted, and warrants (aggregate) | Significant control; potential conflicts to monitor |
| Transactions with major holders | 2024 Private Placement: 5,026,318 common shares sold at $9.50/share to Conversant, Silk, PF Investors (two tranches: Feb 1 and Mar 22, 2024; ~$47.7M total) | Related-party financing; Audit Committee approved under policy |
| Equity commitment | 2023 Conversant $13.5M equity commitment; $10.0M drawn, 1,000,000 shares issued; expired Dec 31, 2024; Audit Committee approved | Liquidity support; related-party transaction controls applied |
Expertise & Qualifications
- Finance and restructuring acumen from Lazard; public/private investment experience across energy, materials, healthcare and real estate services; sector leadership at Conversant .
- Board’s stated rationale: healthcare and real estate services experience, corporate restructuring and finance; adds perspective of significant stockholders alongside Beren and Lieberman .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Robert T. Grove | 0 | — | No beneficial ownership reported as of Apr 21, 2025 |
| Form 3 (initial ownership) | Filed Jun 10, 2024 | — | Reporting Name: Grove Robert T.; securities owned: 0; URL: https://www.sec.gov/Archives/edgar/data/1043000/000089534524000228/0000895345-24-000228-index.htm (Form 3) |
Anti-hedging and anti-pledging policy applies to directors, further constraining misalignment behaviors .
Governance Assessment
- Board effectiveness and independence: Grove is formally independent, serves on the Compensation Committee, and met attendance thresholds; Compensation Committee met six times in 2024, indicating active oversight .
- Ownership alignment: Grove holds no SNDA shares personally; he also did not receive director equity awards in 2024 due to an arrangement with Conversant, reducing direct “skin-in-the-game” but reflecting alignment via Conversant’s substantial stake .
- Potential conflicts and related-party exposure: Conversant’s designation rights and multiple capital transactions (2023 equity commitment; 2024 private placement) create ongoing influence; all were screened by the Audit Committee under the related-person policy, but continued monitoring is warranted, especially given Grove’s role on the Compensation Committee .
- Committee roles and pay practices: The company maintains stock ownership guidelines, anti-hedging/pledging, double-trigger vesting, and clawback policies; Meridian Compensation Partners acted as independent consultant in 2024 (fees ~$87,665), supporting pay governance rigor .
- RED FLAGS:
- Director designated by—and employed at—largest shareholder (Conversant) with rights to expand board representation post-May 2025—risk of shareholder influence over compensation and strategy .
- Grove’s lack of personal share ownership and lack of director compensation/stock awards may weaken individual alignment, though mitigated by Conversant’s stake and company ownership policies .
- Company-level governance context includes a prior material weakness in internal control over financial reporting disclosed in 10-Ks for 2022 and 2023 and an auditor change (RSM to BDO) in 2024—broader control environment risk to monitor .
Director Compensation (2024 snapshot)
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Robert T. Grove | — | — | — |
| Program terms | Annual cash retainer $55,000; committee retainers Audit $10,000, NCG $5,000, Comp $7,500; Chair retainers Board $50,000, Audit $20,000, NCG $10,000, Comp $15,000; annual equity grant valued at $75,000 (2,710 shares RSU/RS) vesting after 1 year |
Insider Filings
| Filing | Date | Security | Quantity | Post-Transaction Ownership |
|---|---|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Jun 10, 2024 | Common Stock | 0 | 0 |
Notes on Policies
- Related-Person Transactions Policy requires Audit Committee pre-approval; conversant-related financings were approved under this policy .
- Anti-hedging/pledging policy for directors; stock ownership guidelines for directors noted (specific multiples not disclosed) .
- Clawbacks apply to cash and equity incentive compensation; supplemental recoupment for misconduct .