Stephen H. Mauldin

About Stephen H. Mauldin

Stephen H. Mauldin is the Chief Executive Officer, President, and Vice Chairman of CNL Healthcare Properties, Inc. (CHP), a healthcare real estate company that agreed to combine with Sonida Senior Living (SNDA). Under the merger agreement, Mauldin is designated to join the Sonida Board at closing, subject to approval by Sonida’s Nominating and Governance Committee; until closing, his appointment is not effective . He signed the merger agreement on behalf of CHP and CHP Merger Corp. as CEO and President, evidencing his senior leadership and transaction involvement .

Past Roles

External Roles

Board Governance

• Appointment status: Sonida will appoint Stephen H. Mauldin to its Board at the effective time of the CHP merger; no board or committee seat is effective before closing .
• Independence: His appointment is “subject to approval” by Sonida’s Nominating & Governance Committee, which evaluates directors under the company’s independence policy; independence has not been determined yet .
• Post-close board composition and leadership: At closing, Sonida’s Board is expected to comprise seven current Sonida directors and two CHP-designated directors, one of whom will be Mauldin; Michael Simanovsky (Conversant Capital) will become Board Chair at closing .
• Current committee structures (pre-merger context):
  • Audit: Krueger (Chair), Donohue, Harris
  • Nominating & Corporate Governance: Harris (Chair), Beren, Zibel, Krueger
  • Compensation: Lieberman (Chair), Grove, Krueger
    No committee assignment has been disclosed for Mauldin pending the merger close .

Fixed Compensation (Director Program Reference at Sonida)

No Sonida director compensation has been disclosed for Stephen H. Mauldin yet; table reflects Sonida’s prevailing non-employee director program in 2024 .

Performance Compensation (Director)

• Sonida’s 2024 director awards were time-based restricted stock/RSUs; no disclosed director options or performance-conditioned director equity in 2024 .

Other Directorships & Interlocks

• CHP-designated board seats: The merger agreement grants CHP two Sonida Board designations at closing (including Mauldin), while Sonida’s existing majority shareholder Conversant retains substantial influence, with its Managing Partner to become Chair at closing .
• Pre-merger investor designation rights: Conversant and Silk maintain director designation rights at Sonida under an Investor Rights Agreement (background on current board makeup), underscoring concentrated governance influence even prior to the merger .

Expertise & Qualifications

• Senior living and healthcare real estate leadership: CEO/President of CHP; signatory to the merger; designated to help oversee the combined company post-close .
• Governance fit: Appointment contingent on Nominating & Governance Committee approval, indicating review of qualifications, independence, and potential conflicts per policy .

Equity Ownership

• As of April 21, 2025 (record date), Mauldin is not listed among Sonida’s directors, NEOs, or 5% holders in the beneficial ownership table—he was not then on the Board; no Sonida share ownership has been disclosed for him in Sonida filings to date .
• Trading/pledging policy environment: Sonida prohibits hedging and pledging of company stock by directors absent pre-approval, signaling alignment expectations for new directors .

Governance Assessment

• Key findings:

  • Appointment and independence pending: Mauldin’s seat becomes effective only at merger close and remains subject to Nominating & Governance Committee approval, leaving independence status and committee assignments undetermined pre-close .
  • Concentrated governance influence: Post-close governance will combine CHP-designated directors with robust Conversant influence (new Chair), elevating the need for clear independence safeguards and strong committee leadership to protect minority shareholder interests .
  • Potential conflicts: As CHP’s CEO/President, Mauldin’s transition to Sonida’s Board arises directly from the transaction; careful recusal protocols on integration, purchase accounting, and any post-close legacy CHP matters will be important to mitigate perceived conflicts .

• Implications for investors:

  • Watch for formal independence determination, committee placement (ideally excluding audit/comp while conflicts season), and disclosure of any director equity grants aligning with Sonida’s ownership guidelines .
  • Evaluate post-close board balance and whether independent directors maintain effective control over audit, compensation, and nominating functions amid sponsor and transaction-designee representation .

RED FLAGS to monitor

• Transaction-driven board seats for CHP designees and sponsor-controlled chairmanship—risk of reduced board independence if committees are not majority-independent and chaired by independent directors .
• Absence of disclosed Sonida share ownership for Mauldin pre-close; confirm adherence to director stock ownership guidelines after appointment .

Source documents: Sonida DEF 14A (2025) for board structure, independence policy, and director compensation; Sonida 8-K/Rule 425 (Nov 5, 2025) for merger terms and governance; and signature pages confirming Mauldin’s CHP roles. All citations embedded.

Citations:

• Appointment/designation and conditions:
• Mauldin roles/signatures at CHP/CHP Merger Corp.:
• Current Sonida committees (pre-merger):
• Director compensation program (2024 reference):
• Beneficial ownership table (record date April 21, 2025):
• Anti-hedging/anti-pledging policy:
• Investor Rights Agreement background on board composition: