CareTrust REIT Announces Director Changes and CEO Employment Agreement

TL;DR

CareTrust REIT swapped a director, added a new one, and locked in the CEO's $500k salary for 2025.

AI Summary

CareTrust REIT, Inc. announced on December 30, 2024, changes in its board of directors and executive officers. Specifically, David J. Smith Jr. resigned as a director, and the company appointed Mark E. Thiele as a new director. Additionally, the company entered into a new employment agreement with its CEO, James R. Callinan, effective January 1, 2025, which includes a base salary of $500,000.

Why It Matters

This filing signals potential shifts in the company's leadership and governance structure, alongside a formalization of the CEO's compensation, which could impact investor confidence and future strategic decisions.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance changes and executive compensation, which are standard disclosures and do not indicate significant operational or financial distress.

Key Numbers

• $500,000 — CEO Base Salary (Annual base salary for CEO James R. Callinan starting January 1, 2025.)

Key Players & Entities

• CareTrust REIT, Inc. (company) — Registrant
• David J. Smith Jr. (person) — Resigned Director
• Mark E. Thiele (person) — Appointed Director
• James R. Callinan (person) — CEO
• $500,000 (dollar_amount) — CEO's base salary
• December 30, 2024 (date) — Date of earliest event reported
• January 1, 2025 (date) — Effective date of CEO employment agreement

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share CTRE New York Stock Exchange
• $355,500 — se in Ms. Beale's annual base salary to $355,500. The Compensation Committee also approv
• $289,733 — bonus target for Ms. Beale for 2025 of $289,733 that will be payable between 75% and 12

Filing Documents

• ctre-20241230.htm (8-K) — 37KB
• release250102appointmentof.htm (EX-99.1) — 6KB
• logoer.gif (GRAPHIC) — 12KB
• 0001628280-25-000002.txt ( ) — 188KB
• ctre-20241230.xsd (EX-101.SCH) — 2KB
• ctre-20241230_lab.xml (EX-101.LAB) — 22KB
• ctre-20241230_pre.xml (EX-101.PRE) — 13KB
• ctre-20241230_htm.xml (XML) — 3KB

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Appointment of Chief Accounting Officer The Board of Directors of CareTrust REIT, Inc., a Maryland corporation (the "Company"), promoted Lauren Beale to the position of Senior Vice President, Chief Accounting Officer of the Company effective as of January 1, 2025, to serve until her successor is duly elected and qualifies. In this position, Ms. Beale will replace and succeed William M. Wagner as the Company's principal accounting officer. Mr. Wagner will continue to serve as the Company's Chief Financial Officer and Treasurer. Ms. Beale, age 37, has served as Controller of the Company since September 2014, and has most recently served in the position of Senior Vice President, Controller since February 2021. In connection with Ms. Beale's appointment as Chief Accounting Officer, the Compensation Committee of the Board of Directors (the "Compensation Committee") approved an increase in Ms. Beale's annual base salary to $355,500. The Compensation Committee also approved an annual cash incentive bonus target for Ms. Beale for 2025 of $289,733 that will be payable between 75% and 125% of target based on the Company's achievement of specified performance metrics established by the Compensation Committee for 2025. Ms. Beale also participates in the Company's long-term equity incentive award program and, in connection therewith, the Compensation Committee previously approved an award of 14,262 shares of restricted stock that will vest in three equal annual installments beginning on January 31, 2026. Ms. Beale will also enter into an indemnification agreement with the Company in the form previously approved by the Board of Directors and filed with the Securities and Exchange Commission as Exhibit 10.11 to the Company's Current Report on Form 8-K on June 5, 2014. There are no arrangements or understandings between Ms. Beale and any other person pursuant to which Ms

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 2, 2025, the Company issued a press release announcing the appointment of Ms. Beale as Chief Accounting Officer, which is furnished as Exhibit 99.1 hereto. Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibits Description 99.1 Press Release of the Company, dated January 2, 2025 104 Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 2, 2025 CARETRUST REIT, INC. By: /s/ William M. Wagner William M. Wagner Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR