Sonida Senior Living, Inc. Grants Performance Stock Unit Awards to Key Executives: Significant Milestone-Based Equity Incentives Announced

Key Points for Investors

• Sonida Senior Living, Inc. (NYSE: SNDA) has announced the grant of significant performance-based equity awards (Performance Stock Units, or PSUs) to its key executives, including the CEO and CFO.
• The PSUs are structured with aggressive, multi-year stock price hurdles that, if achieved, could result in substantial equity compensation for management.
• The awards are contingent on two material conditions: stockholder approval of an amendment to the company’s 2019 Omnibus Stock and Incentive Plan, and the closing of a major transaction with Conversant Healthcare Platforms, LLC (the “CHP Transaction”). If either condition is not met, the awards will be forfeited in full, with no compensation to recipients.
• The vesting of these PSUs is directly tied to the company’s share price performance, with hurdles set at approximately 150%, 200%, and 250% above a reference price of \$26.74 per share, specifically at \$40.11, \$53.48, and \$66.85, measured over a 30-day volume-weighted average period.
• The structure and scale of these potential awards represent a strong alignment of management incentives with shareholder value creation and could have a material impact on share price expectations and executive behavior.

Details of the Performance Stock Unit Awards

On February 23, 2026, the Compensation Committee of Sonida Senior Living, Inc. approved the grant of performance stock unit awards (PSUs) to select members of senior management, including CEO Brandon Ribar and CFO Kevin Detz. The PSUs are granted under the company’s 2019 Omnibus Stock and Incentive Plan, as amended (the “Plan”).

• CEO Brandon Ribar is eligible to earn up to 275,000 shares of common stock upon the achievement of specified stock price hurdles.
• CFO Kevin Detz is eligible for up to 185,000 shares under the same terms.

Vesting Conditions:

• The PSUs are divided into three tranches, with vesting strictly based on the achievement of escalating share price targets, measured as the volume-weighted average price (VWAP) over any 30 consecutive trading days during the performance period.
• • Tranche 1: One-third (1/3) of PSUs vest if the stock price reaches at least \$40.11 per share (150% of reference price).
  • Tranche 2: Two-thirds (2/3) of PSUs vest if the stock price reaches at least \$53.48 per share (200% of reference price).
  • Tranche 3: 100% of PSUs vest if the stock price reaches at least \$66.85 per share (250% of reference price).
• No partial or interpolated vesting occurs between hurdles, and each tranche can only be achieved once. If a higher hurdle is achieved, all lower tranches are also deemed vested.
• The performance period for these awards begins on the first anniversary of the grant date and ends on the fourth anniversary (with a potential 30-day extension if a hurdle is nearly met at the end).
• Special circumstances: In the event of a “Change in Control” of the company, vesting is determined based on the transaction price per share. In the event of death or disability, all PSUs vest immediately.
• Dividend Equivalents: If cash dividends are declared before vesting, recipients will receive a cash equivalent upon settlement of the PSUs.

Material Conditions and Shareholder Implications

The PSUs are expressly conditioned on two “Required Conditions”:

1. Approval by Sonida’s stockholders of an increase in the share reserve under the Plan at the next annual meeting.
2. Closing of the Conversant Healthcare Platforms, LLC (CHP) transaction.

If either condition fails, the PSUs will be automatically forfeited without value. This makes the upcoming vote at the annual meeting and the consummation of the CHP transaction critical events for both executives and shareholders.

Potential Impact on Share Price:

• The ambitious nature of the PSU price hurdles may drive management to pursue strategies that enhance shareholder value over the next several years.
• Shareholder approval is required, and the magnitude of the awards means the proposal could generate debate among investors, especially in the context of potential dilution and executive compensation practices.
• The PSUs are not considered to vest unless and until the company’s stock price substantially increases—potentially leading to significant management ownership and aligning their interests with those of shareholders.
• News regarding the status of the Plan amendment or the CHP transaction could be highly price sensitive and must be monitored by investors.

Other Notable Provisions

• The awards cannot be transferred, pledged, or sold until they vest and shares are issued.
• The company has the right to withhold or require payment for taxes upon the vesting and settlement of PSUs.
• The PSUs include standard “clawback” provisions; awards may be subject to recoupment if the company’s compensation recovery policies apply (e.g., in the event of a restatement or misconduct).
• All awards are governed by Delaware law and are subject to compliance with all applicable securities laws and exchange requirements.

Conclusion for Investors

This grant of performance-based equity awards represents a potentially significant change in the incentive structure for Sonida Senior Living’s leadership. The very high hurdles set for vesting demonstrate confidence in the company’s long-term growth prospects but also tie executive compensation strictly to shareholder value creation. The outcome of the Plan amendment vote and the CHP transaction will be critical milestones for the company and may have a material effect on the stock price. Investors should watch for developments closely, as these actions could signal future strategic moves or changes in management priorities.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with their financial advisors before making investment decisions. The information contained herein is based on publicly available filings as of the date of report and may not reflect the latest company developments.

View SONIDA SENIOR LIVING, INC. Historical chart here