SABRA HEALTH CARE REIT INC (SBRA)
Sector: Real Estate
2026 Annual Meeting Analysis
SABRA HEALTH CARE REIT INC · Meeting: June 17, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Seven Nominees to the Board of Directors
SBRA's 3-year total return of 128% outperforms the peer group median by +94.6 percentage points, far exceeding the 65-point threshold needed to trigger a concern; no overboarding, attendance, independence, or familial relationship issues exist for this executive director.
Stock performance is strong relative to peers and the ^FNER benchmark, attendance meets the 75% threshold, no independence or overboarding concerns exist, and Mr. Barbarosh brings extensive relevant finance and legal restructuring expertise.
No TSR underperformance trigger applies given SBRA's outstanding 3-year outperformance; Ms. Cusack has no overboarding issues, attended at least 75% of meetings, and brings deep investment banking and financial expertise.
SBRA's strong outperformance versus both the peer group and the ^FNER benchmark means no TSR trigger fires; Mr. Foster has no overboarding concerns, meets attendance standards, and brings relevant private equity and healthcare industry experience.
No performance or governance concerns apply; Ms. Katzmann has no overboarding issues, met attendance requirements, and brings direct operational expertise as a senior housing CEO highly relevant to SBRA's business.
SBRA's outstanding stock performance clears all TSR thresholds by a wide margin; Ms. Kono holds one outside public board seat (Cathay General Bancorp), well within the four-board limit, and brings risk management and finance expertise.
No TSR, overboarding, attendance, or independence flags apply; Mr. Malehorn brings relevant experience as a former healthcare finance executive and has chaired the Compensation Committee with strong shareholder support on pay votes.
All seven director nominees are recommended FOR. SBRA's 3-year price return of 128% outperforms the peer group median by +94.6 percentage points and the ^FNER benchmark by +110.3 percentage points, both well above the applicable thresholds, so no TSR underperformance trigger fires for any director. All directors met the 75% attendance threshold, no director is overboarded, all independent directors are correctly classified, and the board discloses a skills matrix demonstrating relevant expertise across the slate.
Say on Pay
✓ FORCEO
Richard K. Matros
Total Comp
$8,552,721
Prior Support
96.0%%
The CEO received total compensation of approximately $8.6 million for 2025, which is within a reasonable range for a healthcare REIT CEO at SBRA's $5.1 billion market cap, and prior shareholder support was an exceptionally high 96%, well above the 70% threshold. The pay structure is strongly performance-oriented: 65% of equity awards are performance-based stock units tied to relative total shareholder return over a three-year period, the company outperformed its peers with a 3-year return of 128%, and the TSR units from 2022 paid out at 200% of target reflecting genuine outperformance at the 92nd percentile. The company also has a robust clawback policy, meaningful stock ownership requirements (10x salary for the CEO), and a mandatory five-year deferral on equity awards that keeps executives aligned with long-term shareholder outcomes.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
15 yrs
Audit Fees
$1,534,890
Non-Audit Fees
$0
PwC's non-audit fees were zero in 2025, meaning there is no independence concern from non-audit work; tenure of approximately 15 years is below the 25-year threshold that would trigger a concern; PwC is a Big 4 firm appropriate for a $5.1 billion market cap company; and no material financial restatements were identified.
Overall Assessment
The 2026 Sabra Health Care REIT annual meeting presents three straightforward proposals — director elections, auditor ratification, and say on pay — all of which are recommended FOR. SBRA's exceptional stock performance (128% over three years, outperforming its peer group by nearly 95 percentage points and the ^FNER benchmark by over 110 percentage points), clean audit fee structure with zero non-audit fees, high prior say-on-pay support of 96%, and a well-structured performance-based compensation program leave no meaningful governance concerns on this ballot.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing