Tabitha T. Bailey
About Tabitha T. Bailey
Tabitha T. Bailey, age 39, is Senior Vice President and Chief Legal Officer (CLO) of Sonida Senior Living (SNDA), effective January 1, 2025, responsible for all legal matters, including corporate governance, M&A and commercial transactions, litigation, regulatory matters, and compliance . She holds a J.D. from Vanderbilt University Law School and a B.A. in International Studies from the University of Mississippi; she previously completed a $1.2B take‑private merger at Avantax as CLO, and received the 2023 DFW General Counsel of the Year (Midsized Legal Department) award . Her appointment was announced October 28, 2024 and she reports to CEO Brandon Ribar .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avantax, Inc. | Chief Legal Officer & Corporate Secretary | 2022–2023 | Led legal/compliance team and closed $1.2B take‑private merger, aligning legal execution with strategic transactions |
| Avantax, Inc. | Vice President, Legal Affairs & SEC Counsel | 2020–2022 | Advised on securities compliance and governance amid growth initiatives |
| TransAtlantic Petroleum Ltd. | General Counsel & Corporate Secretary | 2019–2020 | Oversaw legal for international energy exploration operations |
| Haynes and Boone, LLP; Akin Gump Strauss Hauer & Feld LLP | Corporate Attorney | Not disclosed | Represented public companies in M&A, capital raising, securities compliance, and fund formation |
External Roles
No public company board roles are disclosed for Bailey in the 2025 proxy or related filings; communications to the Board are handled through the Chairman with a copy to Bailey as CLO .
Fixed Compensation
- Specific base salary, target bonus, and equity grant details for Bailey were not disclosed in the 2025 DEF 14A; she was not a named executive officer for 2024, which is the scope of the compensation tables .
Context: 2024 target bonus percentages under the Company’s STI plan for selected roles:
| Role | Target Bonus % of Salary (2024) |
|---|---|
| President & CEO | 75% |
| EVP & CFO | 70% |
| Former SVP, General Counsel & Secretary | 50% |
Performance Compensation
Company‑wide executive STI design and outcomes (Bailey’s future incentives are expected to be governed by this framework):
| Metric | Weighting of Target Bonus | Threshold | Target | Max | Actual Result | Payout Factor |
|---|---|---|---|---|---|---|
| Revenue | 30% | $243,125,900 | $255,922,000 | $268,718,100 | $252,866,232 | 26.4% |
| Operating Margin | 35% | 26.50% | 27.54% | 28.75% | 27.23% | 29.8% |
| Adjusted AFFO (as adjusted) | 30% | $(4,563,596) | $(2,399,192) | $1,929,616 | $(2,018,613) | 32.6% |
| Employee Retention Index | 5% | 104.3 | 107.3 | 110.3 | 109 | 7.8% |
- Committee discretion: Based on the “significant positive impact of the Company’s acquisition program during 2024,” the Compensation Committee exercised discretion to pay 100% of targeted Performance Bonuses (vs. formulaic 96.6%) for NEOs .
Long‑Term Equity Incentive structure (context from 2024 NEO grants):
| Award Type | Vesting / Performance | 2024 Grants (Share Counts) |
|---|---|---|
| Time‑based RSAs | 33%/33%/34% on 1st/2nd/3rd anniversaries | Ribar 40,641; Detz 25,863; Brickman 12,562 |
| Performance‑based PSAs | 3‑year performance to 12/31/2026; Adjusted Equity Yield target | Ribar 40,641; Detz 25,862; Brickman 12,562 |
Change‑in‑control treatment: Double‑trigger cash severance and equity vesting are part of compensation practices; performance awards vest based on actual or target outcomes depending on plan terms; time‑based awards vest if not assumed, or upon qualifying terminations post‑transaction if assumed .
Equity Ownership & Alignment
- Anti‑hedging and anti‑pledging: Directors and officers are prohibited from hedging Company stock and from pledging/margin accounts without Board pre‑approval; the proxy highlights “No Hedging” and “No Pledging” for directors and officers .
- Stock ownership guidelines: Executives and directors are subject to stock ownership guidelines (specific multiples not disclosed in the proxy) .
- Clawbacks: Robust recoupment applies to cash and equity incentives in the event of restatements; supplemental recoupment allows forfeiture/repayment if misconduct is determined .
- Double‑trigger: Company policy provides for double‑trigger cash severance and equity vesting following change‑of‑control terminations .
Employment Terms
- Appointment and reporting: Bailey was appointed SVP & CLO effective January 1, 2025 and reports to the CEO; as CLO she oversees corporate, transactional, regulatory and compliance matters .
- Governance interfaces: Director nominations and stockholder communications are handled “in care of” Bailey at the corporate office; proxy revocations and householding requests are similarly addressed to her .
- Transaction notices: Merger and investment agreement notices designate “Attention: Tabitha Bailey,” indicating her central role in transactional legal processes .
Compensation Committee Analysis
- Committee composition: Lieberman (chair), Grove, and Krueger; all NYSE‑independent .
- Consultant: Meridian Compensation Partners served as independent consultant on 2024 program design, retention analysis, and risk assessment; fees were ~$87,665 and the committee concluded independence/no conflict .
- Process: Peer group data, third‑party surveys, CEO input, company performance, contribution, tenure, and retention considerations inform pay decisions; the committee held six meetings in 2024 .
Investment Implications
- Alignment features: Anti‑hedging/pledging bans, stock ownership guidelines, robust clawbacks, and double‑trigger vesting support compensation alignment and reduce risk of misaligned incentives or leverage‑driven selling pressure .
- Pay‑for‑performance levers: Executive incentives tied to Revenue, Operating Margin, Adjusted AFFO, and Employee Retention introduce operational accountability; the committee’s 2024 discretion to move payouts to 100% (from 96.6%) underscores judgment applied to acquisition‑driven performance, which investors should monitor for consistency and governance rigor over time .
- Execution capacity: Bailey’s track record closing complex transactions (Avantax take‑private) and her central role in SNDA’s legal function during ongoing strategic activities (e.g., designated merger notices) suggest enhanced capability for inorganic growth, a core strategic lever for Sonida that could impact capital allocation and long‑term value creation .
- Data gaps to watch: Bailey’s specific compensation (salary, target bonus, equity grants) and beneficial ownership were not disclosed in the 2025 proxy scope; investors should review future filings for her compensation and ownership to assess alignment and potential insider selling pressure under blackout policies and ownership guidelines .