UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 13, 2022, the Board of Directors (the “Board”) of Sonida Senior Living, Inc. (the “Company”) appointed Kevin Detz as Executive Vice President and Chief Financial Officer of the Company, effective May 1, 2022.
Mr. Detz, age 42, has served as Executive Vice President and Operational Chief Financial Officer for Aimbridge Hospitality, a global third-party hotel management company, since January 2020. Prior to serving in such capacity, Mr. Detz was Ambridge Hospitality’s Senior Vice President and Chief Accounting Officer from October 2016 to December 2019, and he served as Aimbridge Hospitality’s Senior Vice President and Controller from March 2014 to September 2016. Prior to joining Aimbridge Hospitality, Mr. Detz served as Vice President and Controller of Goldman Sachs & Co.’s Real Estate Management Division from December 2007 to March 2014. Mr. Detz began his career in Ernst & Young LLP’s audit practice in 2002.
In connection with Mr. Detz’s appointment as Executive Vice President and Chief Financial Officer of the Company, Mr. Detz and the Company entered into an employment agreement on April 13, 2022 (the “Employment Agreement”). Under the Employment Agreement, Mr. Detz’s annual base salary will be no less than $400,000, and Mr. Detz will be eligible to receive a performance bonus targeted at 70% of Mr. Detz’s annual base salary. Mr. Detz will also be eligible to participate in all health, retirement, insurance, disability, expense reimbursement and other benefit programs, if any, which the Company makes available to its senior executives. The Company has also agreed to pay Mr. Detz a sign-on bonus of $75,000, which is payable in March 2023.
Mr. Detz is also eligible to receive equity awards under our annual equity incentive award program in effect for the Company’s other senior executives, as determined by the Compensation Committee of the Board, including a long-term equity incentive award for 2022 commensurate with that received by the other members of the Company’s executive leadership team. In connection with his employment with the Company, Mr. Detz will also receive 30,000 shares of performance-based restricted stock. Mr. Detz’s employment agreement also entitles him to certain severance payments and benefits in the event he is terminated by the Company without “Cause” or by Mr. Detz for “Good Reason” (including in connection with a “Change in Control”), as described more fully in Mr. Detz’s employment agreement.
There are no arrangements or understandings between Mr. Detz and any other person pursuant to which Mr. Detz was selected as an officer of the Company. There are no family relationships between Mr. Detz 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. Detz and the Company that would be reportable under Item 404(a) of Regulation S-K.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by the reference to the full text of the Employment Agreement, 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 April 13, 2022, the Company issued a press release announcing the appointment of Mr. Detz as Executive Vice President and Chief Financial Officer of the Company. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 | Employment Agreement by and between Sonida Senior Living, Inc. and Kevin Detz | |
| 99.1 | Press Release, dated April 13, 2022* | |
| 104 | Cover Page Interactive Data File-formatted as Inline XBRL | |
| * | This exhibit to this Current Report on Form 8-K is not being filed but is being furnished pursuant to Item 9.01. |
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: April 19, 2022 | Sonida Senior Living, Inc. | |||||
| By: | /s/ David R. Brickman | |||||
| Name: | David R. Brickman | |||||
| Title: | Senior Vice President, Secretary and General Counsel | |||||