Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On August 2, 2022, Kimberly S. Lody notified Sonida Senior Living, Inc. (the
"Company") that she is resigning as the Company's President and Chief Executive
Officer and as a member of the Board of Directors (the "Board"), effective
September 2, 2022.
On August 2, 2022, the Board appointed Brandon M. Ribar, the Company's Executive
Vice President and Chief Operating Officer, as President and Chief Executive
Officer of the Company and as a member of the Board, effective September 2,
2022.
Mr. Ribar, age 42, joined the Company in September 2019 and currently serves as
the Company's the Executive Vice President and Chief Operating Officer. Prior to
joining the Company, Mr. Ribar served as an executive healthcare consultant
primarily focused on improving existing operations and expanding continuing care
retirement communities for multiple investment platforms and operators since
2018. From 2014 through 2018, he served as the Senior Vice President, Operations
of Golden Living, a post-acute healthcare provider. Prior to serving in such
capacity, Mr. Ribar served Golden Living in various roles including Senior Vice
President, Operational Finance and Strategy and Senior Vice President, Corporate
Strategy and Business Development. Prior to Golden Living, Mr. Ribar served as
Vice President of Fillmore Capital Partners from 2004 through 2009. Mr. Ribar
received a BSC in Operations and Management Information Systems from Santa Clara
University.
In connection with Mr. Ribar's appointment as President and Chief Executive
Officer of the Company, on August 2, 2022, Mr. Ribar and the Company entered
into an amendment to Mr. Ribar's existing employment agreement with the Company,
effective September 2, 2022 (the "Employment Agreement Amendment"). Pursuant to
the Employment Agreement Amendment, Mr. Ribar's annual base salary will be no
less than $450,000, and Mr. Ribar will be eligible to receive a performance
bonus targeted at 75% of Mr. Ribar's annual base salary. The Employment
Agreement Amendment also provides that the Board will nominate Mr. Ribar for
reelection to the Board at the expiration of each term of office, and that
Mr. Ribar will serve as a member of the Board for each period for which he is so
elected.
There are no arrangements or understandings between Mr. Ribar and any other
person pursuant to which Mr. Ribar was selected as a director or officer of the
Company. There are no family relationships between Mr. Ribar and any director or
executive officer, or person nominated or chosen by the Company to become a
director or executive officer, of the Company. There are no transactions between
Mr. Ribar and the Company that would be reportable under Item 404(a) of
Regulation S-K.
The foregoing description of the Employment Agreement Amendment does not purport
to be complete and is qualified in its entirety by the reference to the full
text of the Employment Agreement Amendment, which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On August 4, 2022, the Company issued a press release regarding these succession
planning matters. A copy of the press release is furnished as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Employment Agreement Amendment, dated on August 2, 2022 to be effective
as of September 2, 2022, by and between Sonida Senior Living, Inc. and
Brandon M. Ribar
*99.1 Press Release, dated August 4, 2022.
104 Cover Page Interactive Data File-formatted as Inline XBRL.
* The exhibit to this Current Report on Form 8-K is not being filed but is being
furnished pursuant to Item 9.01.
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