Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation and Appointment of Chief Executive Officer

On December 9, 2021, Greg Stapley notified CareTrust REIT, Inc. (the "Company") of his resignation as Chief Executive Officer ("CEO") of the Company, effective January 1, 2022. Mr. Stapley will continue as Executive Chairman of the Board during an approximately six-month transition period until he embarks on a three-year, full-time volunteer assignment for The Church of Jesus Christ of Latter-day Saints.

Also on December 9, 2021, the Board of Directors of the Company appointed David Sedgwick, the Company's current President and Chief Operating Officer, as CEO, effective January 1, 2022. Mr. Sedgwick will continue to serve as the Company's President. Biographical information for Mr. Sedgwick can be found in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the "SEC") on March 19, 2021, which such information is incorporated herein by reference.

There are no arrangements or understandings between Mr. Sedgwick and any other persons pursuant to which he was selected as an officer of the Company. Mr. Sedgwick is Mr. Stapley's brother-in-law. Otherwise, there are no family relationships between Mr. Sedgwick and any director or executive officer of the Company. Mr. Sedgwick has no direct or indirect material interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with the management changes described above, Mr. Stapley's annual base salary for fiscal 2022 will be $809,325, which will be pro-rated for the period of his service during the year, and Mr. Sedgwick's annual base salary will be $700,000. In addition, Mr. Sedgwick's target annual cash award under the Company's short-term incentive plan, which is $475,000 for fiscal 2021, will be $1,000,000 for fiscal 2022, and Mr. Stapley will not participate in the short-term incentive plan for fiscal 2022. The actual amount payable to Mr. Sedgwick pursuant to the short-term incentive plan will be determined by the Compensation Committee of the Board of Directors based on the achievement of performance targets established by the Compensation Committee for the year. Further, subject to approval by the Compensation Committee in early 2022, Mr. Stapley and Mr. Sedgwick will also be entitled to receive annual equity awards under the Company's long-term incentive plan for fiscal 2022 having a target value equal to $272,500 (in the case of Mr. Stapley) and $1,300,000 (in the case of Mr. Sedgwick). The equity awards will be granted one-half in the form of a time-based restricted stock award that will vest ratably in three annual installments on each anniversary of the grant date and one-half in the form of performance-based stock units that will vest at the end of a three-year performance period based on the achievement of performance targets established by the Compensation Committee for the award.

Lead Independent Director

On December 9, 2021, the Board of Directors appointed Diana M. Laing as Lead Independent Director. Ms. Laing has served as an independent director on the Board of Directors of the Company since 2019.

Item 7.01. Regulation FD Disclosure.

On December 10, 2021, the Company issued a press release announcing the management changes set forth in Item 5.02 of this Current Report on Form 8-K.

A copy of the press release is furnished as Exhibit 99.1 to this report. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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Item 9.01. Financial Statements and Exhibits.




 (d)  Exhibits.



Exhibits              Description

     99.1               Press Release of the Company, dated December 10, 2021

      104             Cover Page Interactive Data File (embedded within the inline XBRL document)

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