| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 17, 2024, Sonida Senior Living, Inc. (the “Company”) entered into an amended and restated executive employment agreement (the “Amended Employment Agreement”) with Brandon M. Ribar, the Company’s President and Chief Executive Officer. The Amended Employment Agreement amends and restates Mr. Ribar’s existing executive employment agreement with the Company, dated September 10, 2019, as amended by that certain amendment, effective as of September 2, 2022 (the “Prior Employment Agreement”).
The Amended Employment Agreement modifies the Prior Employment Agreement by:
(a) increasing Mr. Ribar’s base salary to no less than $550,000 (from his current base salary of $474,778) and increasing Mr. Ribar’s annual target bonus opportunity to 85% of his base salary (from 75% of his base salary) in each case, effective as of January 1, 2025;
(b) increasing Mr. Ribar’s post-termination non-compete period to 18 months (from 12 months);
(c) defining “Cause” to also include Mr. Ribar’s (i) willful breach of any material employment policy of the Company, (ii) material breach of a covenant, representation, warranty or obligation under the Amended Employment Agreement, or (iii) material failure to perform his job duties, or failure to follow or comply with the lawful and reasonable directives of the Board, after he has been informed, in writing, of such performance issues and given a cure period of 30 days;
(d) providing that if Mr. Ribar’s employment is terminated by the Company without “Cause” or by Mr. Ribar for “Good Reason,” in each case, prior to or more than 12 months following a Change in Control (as defined in the Amended Employment Agreement), Mr. Ribar will be entitled to receive (i) a separation allowance, payable in equal installments over an 18 month period, equal to 1.5 times the sum of Mr. Ribar’s then base salary and target bonus opportunity, (ii) any annual incentive bonuses earned but not yet paid, (iii) a pro-rated annual incentive bonus for the fiscal year in which employment termination occurs (based on actual performance achieved for such fiscal year), (iv) medical, dental, disability and life insurance coverage until the earlier of 18 months after the date of termination or the date Mr. Ribar becomes eligible to be covered by comparable benefits by another employer, (v) the accelerated vesting of a portion of any unvested time-based equity award granted to Mr. Ribar (based on the number of shares that would have vested per the applicable award agreement as of the one year anniversary of the termination date had Mr. Ribar remained continuously employed by the Company through such date), (vi) prorated vesting of any unvested, outstanding annual performance-based equity award for which the performance period is scheduled to end within 12 months of Mr. Ribar’s termination date, based on actual performance results, and (vii) prorated vesting of any unvested, outstanding shareholder alignment equity award, based on the date of achievement of the applicable stock price performance milestone; and
(e) making certain other administrative and conforming changes.