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

As previously disclosed, in connection with the appointment of Kendall K. Young and Nicholas R. Balzo as Chief Executive Officer and President and Chief Financial Officer and Treasurer, respectively, on October 21, 2022, NorthStar Healthcare Income, Inc. (the "Company") agreed to grant Mr. Young and Mr. Balzo a one-time, long-term incentive award (each, an "LTIP Award") having a target value of $3,800,000 and $855,000, respectively, as soon as practicable following commencement of their employment.

On March 3, 2023, the compensation committee (the "Compensation Committee") of the board of directors (the "Board") of the Company approved the form of award agreement for the LTIP Awards (the "Form of LTIP Agreement") and granted the LTIP Awards in accordance with the Company's Amended and Restated Long Term Incentive Plan.

Subject to continued employment, the LTIP Awards will vest on December 31, 2025, with 25% vesting automatically on such date and 75% vesting on such date if and to the extent certain performance criteria are achieved, and will be paid in cash. The payout opportunity for the performance component of the LTIP Awards ranges from zero to 150% of the target value, depending upon the amounts distributed to stockholders, or available to be distributed to stockholders as determined by the Board in its sole discretion, over the vesting period. If, prior to the vesting date, (a) either Mr. Young or Mr. Balzo's employment is terminated because of his death or disability, by the Company without cause or by him for good reason, a pro rata portion of his respective award will vest or (b) a change of control occurs, the award will vest and be paid following the change of control based on the level of achievement of the performance goal as of the change of control.

The foregoing description of the LTIP Awards does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Form of LTIP Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

   Exhibit No.                                            Description
10.1                       F    orm of Lon    g-Term Incentive Award Agreement
104                      Cover Page Interactive Data File (embedded within the Inline XBRL Document)




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