Independent
Tenure on this board
15.6 yrs
Also a director at
Evolent Health Inc (EVH)
7 nominees · 3 ballot items.
Election of seven directors; ratification of PricewaterhouseCoopers LLP as independent auditor for 2026; and advisory approval of the compensation of the Company’s named executive officers (say-on-pay).
Elect seven nominees to the Board of Directors (Craig A. Barbarosh, Katie Cusack, Michael J. Foster, Lynne S. Katzmann, Ann Kono, Jeffrey A. Malehorn and Richard K. Matros) to serve until the 2027 annual meeting.
Ratify the appointment of PricewaterhouseCoopers LLP as Sabra’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement (the Company’s annual “say-on-pay” vote).
This management proposal asks stockholders to cast a non-binding advisory vote approving the Company’s executive compensation as disclosed in the proxy, including the Compensation Discussion and Analysis, compensation tables and related narrative. Management is seeking shareholder approval as a routine governance practice (annual say-on-pay) to confirm support for its compensation philosophy, which emphasizes long-term value creation through a mix of performance-based TSR awards and time-based restricted stock units, mandatory multi-year deferral and post-vesting holding periods, and robust stock ownership requirements. The Compensation Committee frames the program as aligning executive incentives with stockholder interests by weighting approximately 65% of 2025 equity award value to relative TSR performance and imposing five-year deferral and one-year post-vesting holding periods to encourage long-term decision-making. The proposal is advisory only, but management notes that the Committee will consider the vote outcome when making future pay decisions; historically the say-on-pay received very strong support (approximately 96% in 2025). Key contextual factors include significant recent operational and financial performance (improved Net Debt to Adjusted EBITDA, upgraded credit rating, and positive TSR in 2025), changes to award mix (elimination of FFO-based long-term awards in favor of TSR-only performance awards for 2025) and mandatory deferral features intended to lengthen alignment. Management’s counterparty risk is limited because the vote is non-binding, but the Compensation Committee emphasizes the program’s use of peer-relative TSR, FFO-based annual bonuses, clawback provisions, and double-trigger severance protections to balance incentives and risk. In evaluating the proposal, a sophisticated investor should weigh that the program strongly ties pay to multi-year relative performance and retains governance features (clawbacks, ownership guidelines, majority-independent committee oversight), while also noting potential concerns such as significant equity deferral concentrations, high severance multiples, and substantial discretion in some plan adjustments. The Board recommends approval because it believes the structure appropriately motivates executives to execute the strategic plan and create long-term stockholder value while maintaining retention and succession protections.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRINCIPAL FINANCIAL GROUP INC | 9.7% | 24,565,647 | $472M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 9.2% | 23,143,248 | $445M |
| 3 | BlackRock, Inc. | 8.9% | 22,333,918 | $429M |
| 4 | STATE STREET CORP | 4.8% | 12,099,951 | $233M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 11,230,748 | $216M |
| 6 | BlackRock, Inc. | 4.2% | 10,651,577 | $205M |
| 7 | JPMORGAN CHASE CO | 2.8% | 7,025,253 | $137M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.5% | 6,267,391 | $121M |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.9% | 4,773,303 | $92M |
| 10 | LASALLE INVESTMENT MANAGEMENT SECURITIES LLC | 1.5% | 3,824,622 | $74M |
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