Shmuel S.Z. Lieberman
About Shmuel S.Z. Lieberman
Shmuel S.Z. Lieberman (age 40) has served as an independent director of Sonida Senior Living (SNDA) since November 2021; he is a senior member of the investment team at GF Investments and previously served on the board of TradAir Ltd, with observer roles at several portfolio companies. He holds an MBA from Baruch College and a Bachelor of Rabbinic Studies from the Rabbinical College of America . The Board has affirmatively determined that Lieberman is “independent” under NYSE rules and the Company’s Director Independence Policy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GF Investments | Senior member of investment team | Not disclosed | Oversees investment process across public and private investments |
| TradAir Ltd | Board member (former) | Not disclosed | Board service; prior observer roles at portfolio companies |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| GF Investments | Investment professional | Private | Significant investment experience; not a public company directorship |
| TradAir Ltd | Former director | Private | Former board service (no active public boards disclosed) |
Board Governance
- Board/committee structure and independence: The Board has nine directors, and the Company deems Lieberman and seven other non-management directors independent under NYSE rules and the Company’s policy . Independent directors hold executive sessions; the independent Chairman (David W. Johnson) presided during 2024 .
- Committee assignments: Lieberman chairs the Compensation Committee; members: Lieberman (chair), Grove, Krueger (2024 meetings: 6). Other committees: Audit (Krueger chair; Donohue, Harris; 5 meetings) and Nominating & Corporate Governance (Harris chair; Beren, Zibel, Krueger; 2 meetings) .
- Attendance: In 2024, the Board held eight meetings; no incumbent director attended fewer than 75% of Board and assigned committee meetings. All directors attended the 2024 annual meeting .
- Investor Rights Agreement and board composition: Lieberman is one of two Silk Partners designees; Conversant Capital designates four directors, with the Chairman from Conversant. After May 3, 2025, Conversant may designate five directors if ownership thresholds are met .
Fixed Compensation (Director)
| Component | FY2024 Amount/Terms | Source |
|---|---|---|
| Annual cash retainer | $55,000 per non-employee director | |
| Committee membership retainers | Audit $10,000; Nominating & Corporate Governance $5,000; Compensation $7,500 | |
| Committee chair retainers | Chair of Board $50,000; Audit Chair $20,000; Nominating Chair $10,000; Compensation Chair $15,000 | |
| Lieberman – Fees earned (cash) | $75,833 in 2024 |
Note: Fee schedule explains Lieberman’s cash total given his role as Compensation Committee Chair and member status; fees are paid quarterly .
Performance Compensation (Director)
| Grant Type | Grant Date | Shares/Units | Grant-date Fair Value | Vesting | Source |
|---|---|---|---|---|---|
| Restricted stock/RSUs (annual) | June 4, 2024 | 2,710 | $75,013 | Vests in full on June 4, 2025 |
- Director equity is time-based (no performance metrics) and part of a standard annual grant valued at ~$75,000 for each non-employee director in 2024 .
- Policies: The Company has stock ownership guidelines for directors (specific multiples not disclosed in proxy extracts), clawback/recoupment policies covering incentive pay, and prohibits hedging and pledging (pledging requires pre-approval) .
Other Directorships & Interlocks
| Category | Details | Source |
|---|---|---|
| Shareholder designee status | Silk Partners is entitled to designate two directors; Lieberman is a Silk Representative under the Investor Rights Agreement (Nov 2021). Conversant may designate four (potentially five after May 2025 if thresholds maintained) and the Chairman | |
| Related shareholder transactions | 2024 Private Placement: On Feb 1 and Mar 22, 2024, the Company sold 5,026,318 common shares at $9.50 to investors including Conversant, Silk, and PF Investors; Audit Committee approved under related-party policy . 2023 Equity Commitment: $13.5m commitment from Conversant; $10.0m drawn and 1,000,000 shares issued; Audit Committee approved; expired Dec 31, 2024 . | |
| Independence determination | Despite designee status, the Board deems Lieberman independent per NYSE and Company policy . |
Expertise & Qualifications
- Significant investment experience; portfolio company governance exposure; prior board service (TradAir Ltd) .
- Education: MBA (Baruch College), Bachelor of Rabbinic Studies (Rabbinical College of America) .
- The Board explicitly cites Lieberman’s “significant investment experience” in its skills matrix rationale .
Equity Ownership
| Reference Date | Total Beneficial Ownership | Breakdown | % of Class | Notes |
|---|---|---|---|---|
| April 21, 2025 (Proxy record date) | 9,623 shares | 6,913 held directly; 2,710 unvested restricted stock | <1% | From 2025 beneficial ownership table |
| June 10, 2025 (Form 4) | 12,608 shares | Includes 2,985-share director equity award (A) on 6/10/2025 | n/a | Post-transaction ownership per Form 4 filing |
Policies impacting alignment:
- Anti-hedging policy prohibits hedging; pledging prohibited unless pre-approved by the Board .
- Stock ownership guidelines for directors exist (specific thresholds not disclosed in the proxy excerpts) .
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares | Price | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|
| 2025-06-10 | 2025-06-12 | A (award) | 2,985 | $0.00 | 12,608 | |
| 2024-06-04 | 2024-06-06 | A (award) | 2,710 | $0.00 | 9,623 | |
| 2023-06-15 | 2023-06-20 | A (award) | 3,000 | $0.00 | 6,913 | |
| 2023-04-03 | 2023-04-05 | P (open market purchase) | 1,000 | $6.90 | 3,913 |
Governance Assessment
- Strengths
- Independence and engagement: Board deems Lieberman independent; no director fell below 75% attendance in 2024; independent Chair presides over executive sessions .
- Compensation governance: Lieberman chairs the Compensation Committee which met six times in 2024; the committee uses an independent compensation consultant (Meridian), with 2024 fees of ~$87,665 and no other services provided (independence affirmed) .
- Shareholder support: 2025 say‑on‑pay passed by wide margin (17,046,441 for; 33,976 against; 20,785 abstentions; 847,724 broker non‑votes) .
- Alignment policies: Anti‑hedging and anti‑pledging (with limited pre‑approval allowance), stock ownership guidelines, and clawback policies (including supplemental recoupment) .
- Watch items / potential conflicts
- Shareholder designee dynamics: Lieberman’s seat stems from Silk’s designation rights; the Board also includes multiple Conversant designees and an independent Chair from Conversant. Conversant holds significant ownership and, depending on thresholds, may designate five directors after May 2025. While the Board maintains independence determinations, concentrated sponsor influence can raise minority investor oversight concerns and perceived conflicts, especially with a shareholder designee chairing the Compensation Committee .
- Related‑party capital transactions: 2024 private placement with existing large stockholders (Conversant, Silk, PF Investors) and a 2023 equity commitment with Conversant—both reviewed and approved by the Audit Committee under the related person policy. Ongoing reliance on sponsor capital is a governance and dilution consideration, though the Company followed policy and obtained Audit Committee approval .
Board and Committee Details (Reference)
- Board meetings in 2024: 8; Audit: 5; Compensation: 6; Nominating & Corporate Governance: 2 .
- Committee composition change: By 2025, Compensation Committee members listed as Lieberman (chair), Grove, Krueger; in 2024, the committee consisted of Lieberman (chair), Levy, Krueger .
Director Compensation – 2024 Snapshot (Lieberman)
| Metric | Amount |
|---|---|
| Cash fees (retainers incl. chair/member fees) | $75,833 |
| Equity grant (2,710 shares/RSUs) | $75,013 (grant‑date fair value) |
| Total | $150,846 |
| Vesting | Annual grant vests one year from grant (June 4, 2025) |
Policies and Controls Relevant to Investor Confidence
- Director Independence Policy and Corporate Governance Guidelines, available on the Company’s website .
- Insider Trading Policy with anti‑hedging/anti‑pledging provisions .
- Related Person Transaction Policy requires Audit Committee approval; applied to sponsor capital transactions in 2023–2024 .
- Compensation governance: use of independent consultant, clawback and supplemental recoupment policies, stock ownership guidelines for executives and directors .
Say‑on‑Pay & Shareholder Feedback
| Item | 2025 Annual Meeting Results |
|---|---|
| Say‑on‑pay | 17,046,441 For; 33,976 Against; 20,785 Abstentions; 847,724 broker non‑votes |
| Directors elected (class) | Donohue, Harris, Johnson elected to terms expiring 2028 |
Implication: Strong say‑on‑pay support and orderly director elections bolster governance credibility in the near term .
RED FLAGS (none observed unless noted)
- Shares pledged by Lieberman: None disclosed in proxy or filings; pledging generally prohibited absent Board pre‑approval .
- Attendance: No <75% attendance flag for Lieberman (or any incumbent director) in 2024 .
- Option repricing: Prohibited without shareholder approval under the equity plan .
Overall read‑through: Lieberman brings investor/sponsor perspective and chairs the Compensation Committee with independent consultant support. The primary governance sensitivity is sponsor designee concentration and capital transactions with related parties—both subject to policy and Board/Audit oversight, but warrant continued monitoring by minority investors .