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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1)  ☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or  ☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-32641 BROOKDALE SENIOR LIVING INC. (Exact name of
registrant as specified in its charter)  Delaware
(State or Other Jurisdiction of Incorporation
or Organization)

20-3068069
(I.R.S. Employer Identification
No.) 111 Westwood Place, Suite 400 Brentwood, Tennessee 37027 (Address of
Principal Executive Offices)  (Registrants telephone number including area code)

(615) 221-2250 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:  Title of Each Class
Common Stock, $0.01 Par Value Per Share

Name of Each Exchange on Which Registered
New York Stock Exchange SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☒ No  ☐ Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ☐ No  ☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  ☒ No  ☐ Indicate by check mark
whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit such files). Yes  ☒ No  ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter)
is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.☒ Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.  Large accelerated filer  ☒

Accelerated filer  ☐Non-accelerated filer  ☐

Smaller reporting
company  ☐Emerging growth company  ☐
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  ☐ No  ☒ The aggregate market value of common stock
held by non-affiliates of the registrant on June 29, 2018, the last business day of the registrants most recently completed second fiscal quarter, was approximately $1.7 billion. The market
value calculation was determined using a per share price of $9.09, the price at which the registrants common stock was last sold on the New York Stock Exchange on such date. For purposes of this calculation only, shares held by non-affiliates excludes only those shares beneficially owned by the registrants executive officers, directors and stockholders owning 10% or more of the Companys outstanding common stock. As of April 24, 2019, 186,189,888 shares of the registrants common stock, $0.01 par value, were outstanding (excluding unvested restricted shares).




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Explanatory Note This Amendment No. 1 on Form 10-K/A (this Amendment) amends the Annual Report on Form 10-K for Brookdale Senior Living Inc. (Brookdale, the Company, we, or our) for the fiscal year ended December 31, 2018, which was filed with the Securities and
Exchange Commission (the SEC) on February 14, 2019 (the Original Filing). We are filing this Amendment to include the information
required by Part III and not included in the Original Filing, as we will not file our definitive proxy statement within 120 days of the end of our fiscal year ended December 31, 2018. The reference on the cover page of the Original Filing to
our incorporation by reference of certain sections of our definitive proxy statement into Part III of the Original Filing is hereby deleted. Except as set forth in
Part III below and the updates to the List of Exhibits, no other changes are made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing. Unless expressly stated, this Amendment does not reflect events
occurring after the filing of the Original Filing, nor does it modify or update in any way the disclosures contained in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and our other filings
with the SEC. Table of Contents  Part III


3Item 10. Directors, Executive Officers and Corporate Governance



3Item 11. Executive Compensation


10Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters


50Item 13. Certain Relationships and Related Transactions, and Director
Independence


52Item 14. Principal Accounting Fees and Services


53Part IV


55Item 15. Exhibits, Financial Statement Schedules


55Appendix A  Reconciliations of Non-GAAP Financial Measures


A-1  2




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PART III Item 10. Directors, Executive Officers and Corporate Governance. Information Concerning Directors The Companys
Board of Directors (the Board) consists of eight directors and is currently divided into three classes. The terms of the Class I, Class II and Class III directors will expire at the annual meetings of stockholders to be
held in 2020, 2019 and 2021, respectively. We are the process of phasing out the classified structure of the Board pursuant to an amendment to our Certificate of Incorporation approved at the 2018 annual meeting of stockholders such that all
director nominees standing for election at or after the 2021 annual meeting of stockholders will be elected to hold office for a term of one year. See Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters below for a description of securities beneficially owned by our directors.  Lee S. Wielansky 
Position: Non-Executive Chairman of the Board (Class I)
 Age:
67 
Joined Board:
April 2015



Mr.
Wielansky has more than 40 years of commercial real estate investment, management and development experience. He currently serves as Chairman and CEO of Opportunistic Equities, which specializes in low income housing. He has also served as
Chairman and CEO of Midland Development Group, Inc., which he re-started in 2003 and focused on the development of retail properties in the mid-west and southeast. Prior
to Midland, he served as President and CEO of JDN Development Company, Inc. and as a director of JDN Realty Corporation. Before joining JDN, he served as Managing DirectorInvestments of Regency Centers Corporation, which in 1998 acquired
Midland Development Group, a retail properties development company co-founded by Mr. Wielansky in 1983. Mr. Wielansky became Non-Executive Chairman of the
Board in February 2018. He also serves as Lead Trustee of Acadia Realty Trust and served as a director of Isle of Capri Casinos, Inc. from 2007 to 2017 and Pulaski Financial Corp. from 2005 to 2016. Mr. Wielansky received a bachelors
degree in Business Administration, with a major in Real Estate and Finance, from the University of MissouriColumbia, where he is currently a member of the Strategic Development Board of the College of Business. He also serves on the Board of
Directors of The Foundation for Barnes-Jewish Hospital.  Mr. Wielanskys real
estate investment, management and development experience, as well as his service as a director of several public companies, led to the conclusion that he should serve as a member of the Board.  3




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Lucinda M. Baier 
Position:
President, Chief Executive Officer and Director
(Class I) 
Age: 54
 Joined Board:
February 2018



Ms.
Baier has served as Brookdales President and Chief Executive Officer and as a member of the Board since February 2018, after having served as Brookdales Chief Financial Officer since December 2015. In addition to experience as a seasoned
Chief Financial Officer in several companies, she has had multi-billion dollar P&L responsibility, served as an executive officer of a Fortune 30 company, been the chief executive officer for a publicly-traded retailer and has served for more
than a decade as a board member of public and private companies, including serving as the chairman of the board. Prior to joining Brookdale, Ms. Baier served as Chief Financial Officer of Navigant Consulting, Inc., a specialized global expert
services firm, since March 2013 and its Executive Vice President since February 2013. Additionally, Ms. Baier has served as the Chief Financial Officer of Central Parking System, Inc., Movie Gallery, Inc., and World Kitchen, LLC.
Ms. Baiers experience also includes serving as the Senior Vice President and General Manager of Sears, Roebuck and Co.s Credit and Financial Products business and serving as the Chairman of Sears National
Bank. Ms. Baier currently serves as a member of the Board of Directors of the National Investment Center for the Seniors Housing & Care Industry (NIC), the American Seniors Housing Association (ASHA), and the Nashville Health Care
Council, and previously served from 2007 to 2016 as a member of the Board of Directors and Audit Committee of The Bon-Ton Stores, Inc. Ms. Baier is a Certified Public Accountant and is a graduate of
Illinois State University, with Bachelor and Master of Science degrees in Accounting. 
Ms.Baiers appointment as the Companys President and Chief Executive Officer after demonstrating her abilities as a change-oriented executive
as our Chief Financial Officer and in multiple leadership roles at other companies led to the conclusion that she should serve as a member of the Board.  Marcus E. Bromley 
Position:
Independent Director (Class III)
 Age:
69 
Joined Board:
July 2017



Mr.
Bromley brings more than 35 years of real estate industry leadership experience. He served as Chairman of the Board and Chief Executive Officer of Gables Residential Trust from 1993 until 2000, and then as a member of its Board until the
company was acquired in 2005. Prior to joining Gables Residential Trust, Mr. Bromley was a division partner for the Southeast operation of Trammell Crow Residential Company. Mr. Bromley has served as a member of the Board of Cole Credit
Property Trust V, Inc., a non-listed real estate investment trust, since March 2015 and served as its Non-Executive Chairman from June 2015 to August 2018. Mr. Bromley also currently serves as a member of
the advisory board of Nancy Creek Capital Management, LLC, a private mezzanine debt and equity investment firm, and Sealy Industrial Partners, a private partnership specializing in the acquisition and operation of various industrial real estate
properties. Previously, Mr. Bromley served as a member of the Boards of Cole Corporate Income Trust, Inc. from January 2011 until January 2015, of Cole Credit Property Trust II, Inc. from 2005 until July 2013, and of Cole Credit Property Trust
III, Inc. from 2008 until 2012, each of which was a non-listed real estate investment trust. Mr. Bromley holds a B.S. in Economics from Washington & Lee University and an M.B.A. from the
University of North Carolina.  Mr. Bromleys significant executive, leadership and
advisory experience in the real estate industry led to the conclusion that he should serve as a member of the Board.  4




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Frank M. Bumstead 
Position:
Independent Director (Class I)
 Age:
77 
Joined Board:
August 2006



Mr.
Bumstead has over 40 years experience in the field of business and investment management and financial and investment advisory services. He also has represented buyers and sellers in a number of merger and acquisition transactions,
including the sale of CMT (now a nationwide cable network) from its previous owners to Gaylord Entertainment, Inc. Mr. Bumstead is a principal shareholder of Flood, Bumstead, McCready & McCarthy, Inc., a business management firm that
represents artists, songwriters and producers in the music industry as well as athletes and other high net worth clients. He has been with the firm since 1989. From 1993 to December 1998, Mr. Bumstead served as the Chairman and Chief Executive
Officer of FBMS Financial, Inc., an investment advisor registered under the Investment Company Act of 1940. Prior to our acquisition of American Retirement Corporation (ARC), Mr. Bumstead served as the Lead Director of ARC, where he
had served as a member of the Board of Directors for 11 years. He served in 2015 as Chairman of the Board of Directors of the Country Music Association and is also Vice Chairman of the Board of Directors and Chairman of the Finance and Investment
Committee of the Memorial Foundation, Inc., a charitable foundation. He also currently serves on the Board of Directors of Nashville Wire Products, Inc. Mr. Bumstead has also served as a director and as a member of the Audit Committee of
Syntroleum Corporation. He previously served on the Boards of the Dede Wallace Center, The American Red Cross, ECA, Inc., American Constructors, Inc., American Fine Wire, Inc., Junior Achievement of Nashville, and Watkins Institute. In addition, he
previously served as a member of the Board of Advisors of United Supermarkets of Texas, LLC and was Chairman of its Finance and Audit Committee. Mr. Bumstead received a B.B.A. degree from Southern Methodist University and a Masters of Business
Management from Vanderbilt Universitys Owen School of Management. 
Mr. Bumsteads experience in business management and as a director of several public companies, along with his knowledge of the senior housing industry
(through his prior service as a director of ARC), led to the conclusion that he should serve as a member of the Board.  The Honorable Jackie M. Clegg 
Position:
Independent Director (Class II)
 Age:
57 
Joined Board:
November 2005



Ms.
Clegg brings extensive transactional and financial experience, along with expertise in corporate governance and public policy, through her work as a strategic consultant, in government service and as a director of a number of public companies.
She founded the strategic consulting firm Clegg International Consultants, LLC, and has served as its Managing Partner since 2001. Prior to that, Ms. Clegg was nominated by the President of the United States and confirmed by the U.S. Senate to
serve as the Vice Chair of the Board of Directors and First Vice President of the Export-Import Bank of the United States, the official export credit institution of the United States of America, and then served as Chief Operating Officer. In her
role with the Export-Import Bank, Ms. Clegg had direct supervisory responsibilities for the financial operations of the Export-Import Bank and was responsible for financing more than $50 billion in U.S. exports and a portfolio of
$65 billion, budgeting decisions for the Export-Import Banks operational and program budgets and opening Export-Import Bank programs in several countries. Ms. Clegg also served as chair of the Loan and Audit Committees of the Board
of Directors and as chair of the Budget Task Force and the Technology and Pricing  5




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Committees of the Export-Import Bank. Prior to her Export-Import Bank
service, Ms. Clegg worked in the U.S. Senate, focusing on international finance and monetary policy, national security and foreign affairs. Ms. Clegg also draws on her significant experience in service on the boards of directors of public
companies and private organizations. She currently serves on the Board of Directors and chairs the Audit Committee of the Public Welfare Foundation. She has previously served as a director of CME Group Inc. (the parent company of the Chicago
Mercantile Exchange), the Chicago Board of Trade, Cardiome Pharma Corp., Javelin Pharmaceuticals, Inc., IPC Holdings, Ltd. and Blockbuster, Inc. She previously chaired the Nominating and Corporate Governance Committees of Blockbuster, Inc., IPC
Holdings, Ltd. and Cardiome Pharma Corp. and the Audit Committees of the IPC Holdings, Ltd., Chicago Board of Trade, Cardiome Pharma Corp. and Javelin Pharmaceuticals, Inc. She has also chaired and served on numerous special committees overseeing
mergers, acquisitions, and financing transactions and has helped companies through the IPO process. Based on her current and former positions and directorships, Ms. Clegg has gained significant financial, corporate governance, public policy,
infrastructure, operating and real estate experience.  Ms. Cleggs extensive
transactional and financial experience, as well as her experience in the public sector and as a director of numerous public companies (including her service as chairman of the foregoing standing and special committees) led to the conclusion that she
should serve as a member of the Board.  Rita Johnson-Mills 
Position:
Independent Director (Class III)
 Age:
60 
Joined Board:
August 2018



Ms.
Johnson-Mills is an experienced healthcare executive, with more than 20 years of experience in the broader healthcare industry, including experience in the public sector. She most recently served from August 2014 to December 2017 as President and
Chief Executive Officer of UnitedHealthcare Community Plan of Tennessee, a health plan serving more than 500,000 government sponsored healthcare consumers with over $2.5 billion of annual revenue, after having previously served as Senior Vice
President, Performance Excellence and Accountability for UnitedHealthcare Community & State since 2006. Ms. Johnson-Mills also previously served as the Director of Medicaid Managed Care for the Centers for Medicare and Medicaid
Services and as Chief Executive Officer of Managed Health Services Indiana and Buckeye Health Plan, wholly owned subsidiaries of Centene Corporation. Ms. Johnson-Mills earned a B.S. degree from Lincoln University and an M.A. degree in Labor and
Human Resource Management and M.P.A. degree in Public Policy and Management from The Ohio State University. 
Ms.Johnson-Mills experience as an executive in the healthcare space, including her expertise in healthcare operations and strategy, led to the
conclusion that she should serve as a member of the Board.  6




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James R. Seward 
Position:
Independent Director (Class II)
 Age:
66 
Joined Board:
November 2008



James R. Seward has extensive experience in senior management and oversight in the investment sector, including significant experience in mergers and acquisitions
and capital markets transactions. Mr. Seward is a Chartered Financial Analyst and, since 2000, has been a private investor. Previously, Mr. Seward was Executive Vice President, Chief Financial Officer, and director of Seafield Capital
Corporation, a publicly-traded investment holding company. In that capacity, Mr. Seward also served as a director and as a member of the executive committee and as Audit Committee Chairman of LabOne, a provider of health screening and risk
assessment services to life insurance companies and clinical diagnostic testing services to healthcare providers, until LabOne was sold to Quest Diagnostics in 2005. Mr. Seward also previously served as Chief Executive Officer and President of
SLH Corporation, a spin-off of Seafield Capital Corporation. He also currently serves as Chairman of the Board of Trustees and as a member of the Audit Committee and Valuation, Portfolio and Performance
Committee of RBC Funds, a registered investment company. He previously served as a director of ARC and has also served as a member of the Board of Directors and Audit Committee of Syntroleum Corporation. Mr. Seward received a Bachelor of Arts
degree from Baker University, a Masters in Public Administration, City Management from the University of Kansas and a Masters in Business Administration, Finance from the University of Kansas.
 Mr. Sewards experience and credentials in investing and finance, along with his
knowledge of both the senior housing industry (through his prior service as a director of ARC) and the health care industry (through his prior service as a director of LabOne), led to the conclusion that he should serve as a member of the
Board.  Denise W. Warren 
Position:
Independent Director (Class III)
 Age:
57 
Joined Board:
October 2018



Ms.
Warren brings more than 30 years of operational, financial and healthcare experience. Since October 2015, she has served as Executive Vice President and Chief Operating Officer of WakeMed Health & Hospitals, where she is responsible for the
strategic, financial and operational performance of the organizations network of facilities throughout the North Carolina Research Triangle area. Prior to that, from 2005 to September 2015, Ms. Warren served as Chief Financial Officer of
Capella Healthcare, Inc., an owner and operator of general acute-care hospitals, as well as its Executive Vice President since January 2014, and as its Senior Vice President prior to that. Before joining Capella, she served as Senior Vice President
and Chief Financial Officer of Gaylord Entertainment Company from 2000 to 2001, as Senior Equity Analyst and Research Director for Avondale Partners LLC and as Senior Equity Analyst for Merrill Lynch & Co. She also currently serves on the
Board of Directors of Computer Programs and Systems, Inc. Ms. Warren earned a B.S. degree in Economics from Southern Methodist University and a M.B.A. from Harvard University.
 Ms. Warrens extensive executive, financial and operational experience in the
healthcare and other industries led to the conclusion that she should serve as a member of the Board.  7




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Audit Committee We have a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the
Exchange Act). The Audit Committee is currently chaired by Ms. Warren and also consists of Messrs. Bromley and Seward. All members are independent directors as defined under the listing standards of the NYSE and under section
10A(m)(3) of the Exchange Act, and the Board has determined that each of the current members of the Audit Committee is an audit committee financial expert as defined by the rules of the SEC. No member of the Audit Committee
simultaneously serves on the audit committees of more than three public companies. Corporate Governance The Board has adopted a Code of Business Conduct and Ethics that applies to all employees, directors and officers, including our principal executive officer, our
principal financial officer, our principal accounting officer or controller, or persons performing similar functions, as well as a Code of Ethics for Chief Executive and Senior Financial Officers, which applies to our President and Chief Executive
Officer, Chief Financial Officer, Chief Accounting Officer and Treasurer, both of which are available on our website at www.brookdale.com/investor. Any amendment to, or waiver from, a provision of such codes of ethics granted to a principal
executive officer, principal financial officer, principal accounting officer or controller, or person performing similar functions, or to any executive officer or director, will be posted on our website. Executive Officers The following table sets forth
certain information concerning our executive officers. See Information Concerning Directors above for biographical information for Ms. Baier.  Name

Age

PositionLucinda M. Baier

54

President, Chief Executive Officer and
DirectorSteven E. Swain

51

Executive Vice President and Chief
Financial OfficerMary Sue Patchett

56

Executive Vice President 
Community OperationsChad C. White

43

Executive Vice President, General
Counsel & SecretaryGeorge T. Hicks

61

Executive Vice President 
Finance and TreasurerH. Todd Kaestner

63

Executive Vice President 
Corporate DevelopmentAnthony V. Mollica

48

Division President (Health Care
Services) Steven E. Swainjoined Brookdale as Executive Vice President and Chief Financial Officer in September 2018. Prior to joining
Brookdale, Mr. Swain served as Senior Vice President and Chief Financial Officer of DISH Network Corporation from October 2014 to August 2018, after having served as its Senior Vice President of Programming from April 2014 to October 2014, and
as its Vice President of Corporate Financial Planning and Analysis since joining the company in 2011. Prior to DISH Network, Mr. Swain spent more than 15 years working in the telecommunications sector, most recently at CenturyLink, Inc. and
Qwest Communications International, Inc. (acquired by CenturyLink), where he served in multiple leadership roles in finance, including corporate financial planning and analysis, treasury and investor relations, as well as in network engineering. Mary Sue Patchett became our Executive Vice PresidentCommunity Operations in November 2015 after having served as Division President for one of
our senior housing divisions since February 2013 and as Divisional Vice President since joining Brookdale in September 2011 in connection with our Horizon Bay acquisition. Ms. Patchett has over 30 years of senior care and housing experience
serving in leadership roles. Previously, Ms. Patchett served as  8




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Chief Operating Officer of Horizon Bay from January 2011 through August 2011 and as Senior Vice President of Operations from March 2008 through December 2011. Prior to joining Horizon Bay, she
was President and owner of Patchett & Associates, Inc., a management consulting firm for senior housing and other healthcare companies, from 2005 until March 2008. Ms. Patchett had previously served as Divisional Vice President for
Alterra for over six years and started in senior living with nine years in numerous leadership positions at Sunrise Senior Living. Ms. Patchett has served on numerous industry boards and is serving on the Board of Directors of Argentum and the
Board of Directors of Florida Senior Living Association as its past chair. Chad C. White joined Brookdale in February 2007 and has served as our
Executive Vice President since January 2018, our General Counsel since March 2017 and our Secretary since March 2013. He previously served as our Senior Vice President and General Counsel from March 2017 until January 2018, our Senior Vice President
and Co-General Counsel from July 2014 to March 2017, our Vice President and Co-General Counsel from March 2013 to July 2014, and our Associate General Counsel and
Assistant Secretary prior to that. Before joining Brookdale, Mr. White served in legal roles with Dollar General Corporation and Bass, Berry & Sims PLC. H. Todd Kaestner became our Executive Vice PresidentCorporate Development in July 2006, and his responsibilities include acquisitions and dispositions,
development, asset management, procurement and lessor and joint venture relations. Previously, Mr. Kaestner served as Executive Vice PresidentCorporate Development of ARC since September 1993. Mr. Kaestner served in various capacities for
ARCs predecessors since 1985, including Vice PresidentDevelopment from 1988 to 1993 and Chief Financial Officer from 1985 to 1988. George T.
Hicks became our Executive Vice PresidentFinance in July 2006 and our Treasurer in January 2016. Prior to July 2006, Mr. Hicks served as Executive Vice PresidentFinance and Internal Audit, Secretary and Treasurer of ARC
since September 1993. Mr. Hicks had served in various capacities for ARCs predecessors since 1985, including Chief Financial Officer from September 1993 to April 2003 and Vice PresidentFinance and Treasurer from November 1989 to
September 1993. Anthony V. Mollica joined Brookdale as Division President for the Companys Health Care Services business in March 2016. Prior to that,
he served as Vice President Operations for Omnicare, Inc. since March 2014 and then CVS Health following its merger with Omnicare, where he oversaw operations of the Omnicare Specialty Care Group. Prior to Omnicare, Mr. Mollica served in
various roles for Giant Eagle, a regional grocery and pharmacy provider, including most recently as Vice President of Pharmacy Operations, and held leadership roles at Target Corporation and Rite Aid Corporation. Mr. Mollica is a Registered
Pharmacist. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than ten percent of a registered class of our equity securities
to file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the SEC. Such officers, directors and ten-percent stockholders are also required by SEC rules to furnish us with copies of
all Section 16(a) reports they file. We reviewed copies of the forms received by us or written representations from certain reporting persons that they were not required to file these forms. Based solely on that review, we believe that during
the fiscal year ended December 31, 2018, our officers, directors and ten-percent stockholders complied with all Section 16(a) filing requirements applicable to them.  9




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Item 11. Executive Compensation  Executive
Compensation  Compensation Discussion and Analysis This Compensation Discussion and Analysis explains the key elements of our executive compensation program and compensation decisions regarding the following
named executive officers for 2018:  Name

PositionLucinda M. Baier

President and Chief Executive OfficerSteven E. Swain

Executive Vice President and Chief Financial OfficerMary Sue Patchett

Executive Vice PresidentCommunity OperationsChad C. White

Executive Vice President, General Counsel & SecretaryCedric T. Coco

Former Executive Vice President and Chief People OfficerTeresa F. Sparks

Former Interim Chief Financial OfficerBryan D. Richardson

Former Executive Vice President and Chief Administrative OfficerT. Andrew Smith

Former President and Chief Executive Officer During 2018, we made several changes to our key leadership. The Board appointed Ms. Baier, who had served as our Chief Financial
Officer since 2015, as our President and Chief Executive Officer and member of the Board effective February 28, 2018. Ms. Sparks served as Interim Chief Financial Officer beginning March 28, 2018 until Mr. Swain joined as our
Executive Vice President and Chief Financial Officer effective September 4, 2018. In addition, the employment of each of Messrs. Coco, Richardson and Smith was terminated without cause effective December 31, March 9, and
February 28, 2018, respectively. Information regarding the compensation arrangements of Ms. Sparks is discussed separately under Compensation of Interim CFO below.  Table of Contents to Compensation Discussion and Analysis
  Executive Summary


11Compensation Philosophy


12Principal Elements of Compensation


12Process for Determining Executive Compensation


132018 Compensation Decisions


152018 Compensation Results


20Status of Outstanding Performance-Based Restricted Shares Granted in Prior Years


26Other Compensation Policies


27Compensation of Interim CFO


28Employment Agreement and Severance Policies Applicable to Named Executive Officers


282019 Compensation Decisions


29
  10




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Executive Summary
 New Executive Leadership and Strategy . . .
 In February 2018, the Board concluded a lengthy strategic review and determined to pursue an operational turnaround strategy under new leadership. Despite continued
strong industry headwinds, where new community openings outpaced demand, we made significant progress on our operational turnaround strategy and successfully executed on transformative changes to our business. Highlights from 2018 include:  New Executive Leadership

  Lucinda M.
BaierPresident and CEO (February 2018) 
  Steven E. SwainEVP and CFO (September 2018)Operational Turnaround Strategy

  Operations
organization realignment led to improved number of leads and visits and resident satisfaction, evidenced by lower controllable move-outs 
  Delivered G&A cost savings of >$25 million and achieved financial results within guidance
rangesReal Estate Strategy

  Renegotiated and
restructured leases with two of our largest lessors 
  Initiated real estate strategy to generate >$250 million of net proceeds from sales of owned
communities, which is nearing completion 
  Sold or terminated leases or management on 131 communities (16% reduction in units)
   We now own approximately 50% of our
consolidated communities  2018 CEO Pay Mix(1)
  LOGO  (1)
Represents elements of 2018 target total direct compensation. See Summary of 2018 Compensation Program below
for more information.  (2)
Represents percentage of votes cast.  (3)
Represents weighted average payout for the named executive officers for the applicable year who were serving at the end of
such year.
 . . . Same Philosophy
 The Committees philosophy remains the same: to ensure market-competitive executive compensation opportunities through a program designed to emphasize pay for
performance, align our executives long-term interests with those of our stockholders, and attract and retain key executives to execute on our strategy.  2018 Say-on-Pay Results
 99%in favor(2)  Annual Incentive Plan
 Despite making
significant progress in the first year of our turnaround plan, 2018 annual incentive plan payouts reflect financial performance below our budgeted expectations. 2018 Average Payout(3)  Weighting

AveragePayoutFacility Operating Income

40%

0%Combined Adjusted Free Cash Flow

20%

0%Resident Fee Revenue

10%

0%Strategic Objectives

30%

82% 2016-2018 Average Payout(3)  LOGO  Long-Term Incentive Awards
 The Committee
awarded time-based restricted shares in January 2018, reflecting an enhanced emphasis on retaining key leaders at a time when the outcome of the strategic review was uncertain. With the appointment of new leaders in 2018, the Committee awarded
performance-based restricted shares that, for the first time, have a TSR performance objective. For 2019 annual awards, the Committee resumed its practice of using a
50/50 mix of time- and performance-based restricted shares, which continue to have a TSR performance component.
   11




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Compensation Philosophy
 The Compensation Committee (the Committee) intends to ensure market-competitive
executive compensation opportunities through a program designed to:  

emphasize pay for performance by linking a significant portion of target total direct compensation to variable, at-risk components measured by our short- and long-term financial performance and other objectives designed to focus executives on key strategic initiatives;  

align our executives long-term interests with those of our stockholders; and  

attract and retain key executives to execute on our strategy. In determining the appropriate level and mix of compensation for each executive officer, the Committee takes into account the officers experience, scope of
responsibility, individual performance and retention risk; the Committees independent consultants market compensation studies; management input; internal equity; and other information as it deems necessary and appropriate. No pre-determined weighting is assigned to any factor, and the emphasis placed on a specific factor may vary among executive officers, reflecting market practice, business needs and retention and succession
considerations at the time compensation decisions are made.  Principal Elements of Compensation
 Our executive compensation program generally consists of these principal elements:  Element

Form

Description

Link to Stockholder ValueBase Salary

Cash

Amount intended to reflect the level and
scope of responsibility, experience, and skills of an executive, the individual performance of the executive, retention risks, and competitive market practices.

Assists us in attracting, and encourages
retention of, key executives through an amount of fixed income paid throughout the year.Annual Incentive Plan

Cash

Opportunity is at-risk with no guaranteed
payout. Level of payout tied to achievement of company financial objectives and strategic objectives approved by the Committee each year, which generally are reflective of, or support, our annual budget and business plan.

Focuses executives on taking steps
necessary to meet expectations set forth in the annual budget and business plan, which the Committee believes will in turn drive longer-term performance results.Long-Term Incentive Awards

Time-Based Restricted Shares

Awards granted in 2018 are eligible to vest ratably in four annual installments
beginning approximately one year following the grant date and/or in two annual installments (75%/25%) beginning approximately three years following the grant date, in each case subject to continued employment.

Promotes retention, stock ownership, and alignment of executives long-term
goals with those of our stockholders.Performance-Based Restricted
Shares

Opportunity is at-risk with no guaranteed
vesting. Awards granted in 2018 are eligible to vest in February 2021 subject to the achievement of compound annual total shareholder return (TSR) targets set by the Committee.

Encourages executives to achieve
long-term goals in order to increase the market value of our common stock.  12




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##### Table of Contents

Process for Determining Executive Compensation
 The Committees process for determining executive compensation is outlined below,
including the role of the Committee, results of our annual say-on-pay advisory vote and other stockholder feedback, the Committees independent consultant, our
management, and our compensation peer group. Role of the Committee The Committee, which is comprised solely of independent directors, is responsible for developing, reviewing annually, and administering our compensation program and plans
applicable to our executive officers. The Committee meets regularly, typically at least five times per year, to approve all decisions regarding the compensation of our executive officers. Compensation decisions regarding our President and Chief
Executive Officer are also approved by the independent members of the Board. The Committee reports on its actions to the full Board following each Committee meeting. In fulfilling its responsibilities with respect to executive compensation, the
Committee reviews and approves:  

Any changes to our executive compensation philosophy;  

The base salary, levels of incentive-based compensation and all other compensation or perquisites of our executive officers;  

The design and framework of our incentive-based compensation plans and awards, including the applicable performance
objectives and targets;  

Levels of achievement under such performance objectives and targets;  

Updates to our compensation peer group;  

Any employment agreements or severance arrangements with our executive officers; and  

Compliance with, and any changes to, our officer stock ownership and retention guidelines. Role of Say-on-Pay Vote and Stockholder Feedback The Committee considers the results of our annual say-on-pay advisory vote and other
feedback received from stockholders throughout the year when making executive compensation decisions. At our 2018 annual meeting of stockholders, approximately 99% of the votes cast on the say-on-pay advisory vote were in favor of our executive compensation program. The Committee believes this vote affirmed our stockholders support of our executive compensation approach and provided
assurance the program is reasonable and aligned with stockholder expectations. Role of Independent Compensation Consultant The Committee has engaged F.W. Cook & Co., Inc. (the Consultant) as its independent compensation consultant. The Consultant reports directly to the
Committee, which has the direct responsibility for appointment, compensation and oversight of the work of the Consultant. The Consultant does not provide any services to the Company other than services provided to the Committee. From time to time at
the request of the Committee, the Consultant provides recommendations regarding the design and framework of, and amounts awarded under, our executive compensation programs, recommends updates to our compensation peer group and conducts independent
market compensation studies using that peer group and other published survey information, attends meetings of the Committee, and communicates with one or more members of the Committee outside of such meetings. For 2018, the Consultant provided each
of these services. The Committee conducted a specific review of its relationship with the Consultant and determined that the Consultants work for the
Committee did not raise any conflicts of interest, consistent with the guidance provided under the Dodd-Frank Act of 2010 by the SEC and by the NYSE.  13




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##### Table of Contents

Role of Management When making compensation decisions, the Committee considers input from our President and Chief Executive Officer and certain of our other executive officers. Such input
generally includes providing information and analyses for review and advising the Committee concerning compensation decisions (other than when their own compensation is determined) and the design, framework, and performance objectives of our
incentive-based compensation plans and awards. Our President and Chief Executive Officer provides compensation recommendations related to our other executive officers for the Committees consideration. Compensation Peer Group Typically annually, the
Committee reviews and approves a compensation peer group comprised of companies recommended by the Consultant. The compensation peer group data is then used by the Consultant when preparing independent market compensation studies for the Committee.
The Committee generally uses such peer group data and the Consultants studies:  

As inputs when determining amounts of base salaries and the target amounts of annual and long-term incentive compensation;  

To assess the competitiveness of the target direct compensation and underlying pay mix awarded to our executive officers;
and  

To evaluate the design, framework, and performance objectives of our incentive-based compensation plans and awards. The Committee, as advised by the Consultant, generally considers target total direct compensation within a range of +/- 25% of median as reported
in the Consultants market compensation studies to be competitive. In 2018, the Consultant recommended updates to our compensation peer group, which had last
been updated in 2016. The 2018 peer group included 16 companies in the health care facilities, healthcare services, managed healthcare, healthcare REIT, hospitality and restaurant industries. The Committee believes that inclusion of companies from
these industries is reflective of the talent market for our business. The peer group companies chosen from the various industries are intended to be reasonably comparable to Brookdale in terms of their median levels of revenue, market
capitalization, enterprise value, EBITDA and number of employees.  2018 Peer
GroupAcadia Healthcare Company, Inc.

Hyatt Hotels Corporation

Quest Diagnostics IncorporatedCentene Corporation

Kindred Healthcare, Inc.

Select Medical Holdings CorporationCommunity Health Systems, Inc.

Laboratory Corporation of America Holdings

The Ensign Group, Inc.Darden Restaurants, Inc.

LifePoint Hospitals, Inc.

Universal Health Services, Inc.Encompass Health Corporation

National Healthcare Corp.

Welltower Inc.Wyndham Worldwide Corporation  14




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##### Table of Contents

2018 Compensation Decisions
 Context to Decisions The Committees annual review
of our executive compensation program was conducted in the context of, and immediately following, a lengthy strategic review process initially announced in February 2017 and concluded in February 2018. At the conclusion, the Board determined to
pursue an operational turnaround strategy under new leadership. As part of the leadership change, Ms. Baier was appointed as President and Chief Executive Officer and as a member of the Board effective February 28, 2018, having previously
served as our Chief Financial Officer since 2015. The employment of each of Mr. Smith, our former President and Chief Executive Officer, and Mr. Richardson, our former Executive Vice President and Chief Administrative Officer, was
terminated without cause effective February 28, 2018 and March 9, 2018, respectively. In addition, at the conclusion of the strategic review process, Mr. Smith and two other members of the Board resigned from the Board, including our
former Executive Chairman, and the Board appointed Mr. Wielansky as our Non-Executive Chairman. When making decisions
regarding the annual executive compensation program, the Committee reviewed the Consultants market compensation study and, additionally, placed an enhanced emphasis on the retention element of our executive compensation program due to the
then-uncertain outcome of the strategic review and the need to retain go-forward leadership who would be critical to executing on a turnaround strategy. In line with such emphasis, the Committee determined to
utilize solely time-based restricted shares for the long-term incentive awards made in January 2018 and not to award long-term equity to Messrs. Richardson and Smith. In addition, the Committee deployed a retention bonus program for our key leaders,
including several of the go-forward named executive officers. The Committee resumed awarding performance-based restricted shares when making awards in connection with Ms. Baiers promotion and
Mr. Swain joining as our Executive Vice President and Chief Financial Officer effective September 4, 2018. Summary of 2018
Compensation Program The table below sets forth the target total direct compensation (base salary, annual incentive opportunity, and long-term incentive
awards) for the named executive officers who were serving as of December 31, 2018. The table excludes the amounts reported in the All Other Compensation column of the Summary Compensation Table (generally employer matching on our 401(k) plan,
employer-paid premiums on life and disability insurance and the incremental cost to us of relocation expenses), Mr. Swains signing bonus, and retention bonus payments made to Ms. Patchett and Messrs. White and Coco.  Base Salary(1)


Target AnnualIncentiveOpportunity(1)


Grant Value ofRestricted Shares(2)


2018
Target Total Direct CompensationMs. Baier

$
782,248



125%


$
4,500,005


$
6,260,063Mr. Swain

$
161,538



100%


$
1,000,007


$
1,323,083Ms. Patchett

$
437,750



100%


$
800,004


$
1,675,504Mr. White

$
350,000



80%


$
350,009


$
980,009Mr. Coco

$
442,900



100%


$
800,004


$
1,685,804  (1)
Represents a blended base salary for Ms. Baier reflective of her appointment as President and Chief Executive Officer
effective February 28, 2018 (Jan. and Feb. 2018  $566,500; thereafter  $825,000) and a partial-year of service for Mr. Swain who joined as Executive Vice President and Chief Financial Officer effective September 4, 2018
with an annual base salary of $500,000. The target annual incentive opportunity was based on base salary earned during 2018.  (2)
Represents the grant date fair value of restricted shares awarded as calculated in accordance with Accounting Standards
Codification 718 (ASC 718), except that Ms. Baiers and Mr. Swains awards of performance-based restricted shares reflect the grant value (i.e., number of shares granted multiplied by the stock price on the date
of grant). The ASC 718 grant date fair values of such performance-based restricted shares were approximately 63% and 40% lower than the grant value included in the table for Ms. Baier and Mr. Swain, respectively.  15




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##### Table of Contents

Base Salaries Annual Review and Decisions In January 2018, the Committee made the following
adjustments to the base salaries of the named executive officers effective January 1, 2018:  2018


2017


% ChangeMs. Baier


$  566,500



$  550,000



3.0%Ms. Patchett


$  437,750



$  425,000



3.0%Mr. White(1)


$  350,000



$  300,000



16.7%Mr. Coco


$  442,900



$  430,000



3.0%Mr. Richardson(2)


$  430,500



$  430,500



0%Mr. Smith(2)


$  950,000



$  950,000



0%  (1)
Mr. Whites base salary increase reflects his promotion from Senior Vice President to Executive Vice President
in January 2018.  (2)
Due to the potential leadership changes that would occur if we were to pursue an operational turnaround strategy, the
Committee made no changes to the base salaries for Messrs. Richardson and Smith at that time. Promotion and Onboarding Decisions The Committee received and reviewed a separate CEO market compensation study prepared by the Consultant at the time of Ms. Baiers promotion to President and Chief
Executive Officer and determined to increase Ms. Baiers base salary to $825,000 effective March 1, 2018 as set forth in an employment agreement dated as of such date. Mr. Swain joined as our Executive Vice President and Chief
Financial Officer effective September 4, 2018, and the Committee approved his annual base salary of $500,000 as set forth in an offer letter. Annual Incentive Plan The named executive officers were eligible to participate in our 2018 annual incentive plan. The amounts payable under
the plan were to be determined by the Committee following conclusion of the 2018 performance period based on our results relative to company financial objectives and strategic objectives approved by the Committee. There were no guaranteed payout
levels utilized in the 2018 annual incentive plan. The table below shows the target annual incentive opportunity available to our named executive officers expressed
as a percentage of base salary earned during 2018. The target opportunities were consistent with the prior year, except that Ms. Baiers target opportunity was increased to 125% of her base salary in connection with her promotion to
President and Chief Executive Officer, and Mr. Whites target opportunity was increased to 80% of his base salary in connection with his promotion to Executive Vice President.  Target Opportunity as a % ofBase Salary







Minimum Payout as a %of Target Opportunity








Maximum Payout as a %of Target Opportunity(1)President and CEO

125%Other Named Executive Officers

100%










0%











170%Mr. White

80%  (1)
Mr. Smiths maximum payout as a percentage of the target opportunity was 175% due to the weighting of his
performance objectives noted below.  16




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##### Table of Contents

The following table shows the weighting of the company financial objectives and strategic objectives approved by the
Committee on March 1, 2018 after considering managements recommendations. The Committee determined to increase the weighting of the Facility Operating Income objective from 20% to 40%, and to reduce the weighting of Combined Adjusted Free
Cash Flow objective from 40% to 20%, compared to 2017, which reflects an emphasis on our operational turnaround strategy. The target levels for the company financial objectives were generally reflective of our budget and business plan approved by
the Board in January 2018. The performance targets and achievement levels of the annual incentive plan are described below under Company Financial Objectives and Results.  Measure(1)

Weighting(2)

RationaleFacility Operating Income (FOI)

40%

FOI reflects the net result of our revenue and the facility operating expenses of our consolidated senior
housing portfolio and Health Care Services segment, which are the largest drivers of our financial results and which management has the ability to impact on a day-to-day
basis. The Board and management use this measure in the budgeting process and when evaluating our results.Combined Adjusted Free Cash Flow (CAFCF)

20%

CAFCF reflects the cash generated through our operations and our proportionate share of cash generated at our
unconsolidated ventures after non-development capital expenditures and certain other adjustments. The Board and management use this measure in the budgeting process and when evaluating our ability to service
indebtedness, to pay dividends or engage in share repurchases, and to make additional capital investments. In addition, the constituent parts of CAFCF are used in our forward-looking guidance and in our quarterly reporting.Resident Fee Revenue

10%

Improving our occupancy and revenue is critical to our operational turnaround. The Board and management use this
measure in the budgeting process and when evaluating our results.Strategic Objectives

30%

Objectives chosen for 2018 were intended to focus executives on key strategic initiatives supporting our
operational turnaround plan and real estate strategy, based on their roles in achieving such initiatives. The Committee used a rigorous process in selecting the strategic objectives, which were predominately to be measured based on objective target
scoring criteria, in order to maintain our pay-for-performance approach to incentives and to differentiate results among executives and their objectives. See
Strategic Objectives and Results below for details on the objectives and their achievement.  (1)
FOI was defined as our 2018 consolidated resident fee revenue less facility operating expense. CAFCF was defined as the
sum of our consolidated Adjusted Free Cash Flow plus our proportionate share of unconsolidated ventures Adjusted Free Cash Flow for 2018, adjusted to exclude transaction, retention and severance costs in excess of budgeted amounts and any
capital expenditures related to the purchase and installation of power generators at Florida communities. Resident fee revenue was defined as our 2018 consolidated resident fee revenue.  (2)
For Mr. Smith, the resident fee revenue and strategic objectives components were weighted 15% and 25%, respectively,
consistent with his prior year weighting.  17




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##### Table of Contents

Long-Term Incentive Awards Annual Review and Decisions  The Committee granted long-term incentive awards in January2018 while the strategic review was ongoing. Due to theuncertain outcome of the strategic review and the need
toretain go-forward leadership who would be critical to executingon a turnaround strategy, the Committee determined to utilizesolely time-based restricted
shares for the annual long-termincentive awards (rather than utilizing a 50/50 split amongtime- and performance-based restricted shares as in prioryears). In addition, due to the leadership changes that wouldoccur if we were to
pursue an operational turnaround strategy,



No. of RestrictedShares


Grant ValueMs. Baier


154,959


$
1,500,003Ms. Patchett


82,645


$
800,004Mr. White


36,158


$
350,009Mr. Coco


82,645


$
800,004the Committee determined that it would not grant long-term incentive awards to Messrs. Smith and Richardson at that time. The grant date values (i.e., number of shares granted multiplied by
the stock price on the date of grant) were consistent with the prior year, except that Mr. Whites award was increased reflective of his promotion from Senior Vice President to Executive Vice President. One-half of the restricted shares are
eligible to vest ratably in four annual installments beginning on February 27, 2019, and the other one-half are eligible to vest 75% on February 27, 2021 and 25% on February 27, 2022, in each case subject to continued employment. Promotion and Onboarding Decisions After
reviewing the Consultants market compensation study with respect to the CEO role and considering Mr. Smiths former compensation arrangements, on March 5, 2018 the Committee awarded Ms. Baier additional restricted shares
with a grant value of approximately $3 million as set forth in her employment agreement (i.e., for a total of $4.5 million target grant value long-term incentive award for 2018). One half of such award (207,469 shares) are time-based
restricted shares eligible to vest ratably in four annual installments beginning on February 27, 2019, subject to continued employment. The other one-half of such award (207,469 shares) are
performance-based restricted shares eligible to vest on February 27, 2021, subject to continued employment and the achievement of the compound annual TSR performance targets described below. In connection with Mr. Swains joining as our Executive Vice President and Chief Financial Officer effective September 4, 2018, the Committee awarded
Mr. Swain restricted shares with a grant value of approximately $1 million as set forth in his offer letter. One-half of such award (53,249 shares) are time-based restricted shares eligible to vest
ratably in four annual installments beginning on November 19, 2019, subject to continued employment. The other one-half of such award (53,248 shares) are performance-based restricted shares eligible to
vest on February 27, 2021, subject to continued employment and the achievement of the compound annual TSR performance targets described below. For the 2018
performance-based restricted shares, the Committee determined to use compound annual TSR as the performance goal calculated using a beginning price per share of $6.53 as of February 28, 2018, the date that Ms. Baier became President and
Chief Executive Officer, compared to the volume-weighted average price for the 15 trading days ending December 31, 2020 and assuming reinvestment in our common stock of any dividends or distributions paid during the period. The Committee
determined to use such performance goal, and to set difficult targets, to further align Ms. Baiers and Mr. Swains compensation opportunity with our stockholders interests and to reinforce their buy-in to our operational turnaround
strategy following conclusion of the strategic review process. Due to the difficulty of the targets, the ASC Topic 718 grant date fair values of their awards of performance-based restricted shares were approximately 63% and 40% lower than the grant
values targeted by the Committee for Ms. Baier and Mr. Swain, respectively. The table below sets forth the percentage of such restricted shares that will vest based on the various compound annual TSR performance levels. Performance below the
threshold level of  18




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##### Table of Contents

achievement will result in forfeiture of all such shares, achievement of the targeted level of performance (or above) will result in the vesting of 100% of such shares, and vesting percentages
will be interpolated between the steps shown in the table below.  % of Shares Eligible to Vest

Compound Annual TSR

Implied Ending Price per Share100% (Target and Max)

323.91%

$12.0075%

20.17%

$11.0050% (Threshold)

16.20%

$10.00 Other Terms of 2018 Restricted Share Awards The restricted share agreements associated with the awards described above contain non-solicitation, non-disparagement and confidentiality covenants, and to the extent the named executive officer was such at the time of grant, a non-competition covenant. The applicable
restricted share agreements set forth the treatment of such awards in connection with termination of employment and a change in control (as described below under Potential Payments Upon Termination or Change in Control) and provide that
the named executive officer will be entitled to receive dividends on outstanding unvested restricted shares to the extent we declare dividends in the future. Other 2018 Decisions Reductions to Potential Severance Pay In connection with Ms. Baiers appointment as President and Chief Executive Officer, she requested that her severance arrangements be reduced compared to our former
President and Chief Executive Officers arrangements and that the severance arrangements available to Ms. Patchett and Mr. Coco be reduced in light of the fact that the strategic review process had been concluded and to move our severance
arrangements more in line with market practice. On March 1, 2018, the Committee approved certain amendments to the Severance Pay Policy, Tier I, which amendments were set forth in an amendment and restatement of the Severance Policy effective
April 15, 2018 (the Severance Policy). As a result of such amendments, among other things, effective for terminations of employment of Ms. Patchett or Mr. Coco on or after December 13, 2018, the amount payable for
termination of employment without cause was reduced from 250% of the sum of such executives annual base salary and target annual bonus to 150% of such sum; and the amount payable for termination of employment without cause or for good reason
within 18 months of a change in control was reduced from 300% to 200% of such sum. A detailed description of potential severance payments pursuant to the employment agreement and the Severance Policy is set forth under Potential Payments Upon
Termination or Change in Control below. Retention Bonus Awards On
March 1, 2018, the Committee approved a retention bonus to Ms. Patchett and Mr. Coco in an amount of $450,000 and $350,000, respectively, payment of which would occur upon remaining employed through December 13, 2018. The
Committee had also made retention bonus awards to Mr. White and other key executive and non-executive leaders in December 2017. The retention bonus opportunity was awarded to ensure the continued
contributions of these key leaders during the strategic review and the initial phase of the turnaround strategy and, with respect to Ms. Patchett and Mr. Coco, in recognition of the reduced severance pay that would be available to them on
and after December 13, 2018, as described above. Transaction Bonus Awards In April 2018, we announced that we had entered into mutually-beneficial agreements with Ventas, Inc. under which we would restructure our portfolio of 128 communities
that we leased from Ventas. The Committee and the Board  19




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##### Table of Contents

evaluated the significance of the transactions to the Company, including the expected benefits thereof, and the extraordinary efforts of certain members of the Companys management team,
including Ms. Baier and Mr. White, to successfully negotiate such agreements, and determined to pay each of them a cash bonus of $50,000.  2018 Compensation Results
 Summary of Compensation Results To provide a better
understanding of the results of our executive compensation program, the table below sets forth the amount of compensation realized in 2018 by our named executive officers who were serving as of December 31, 2018. The value of restricted shares
that vested is based on the closing price per share of our stock on the applicable vesting dates. The table excludes the amounts reported in the All Other Compensation column of the Summary Compensation Table (generally employer matching on our
401(k) plan, employer-paid premiums on life and disability insurance and the incremental cost to us of relocation expenses) and the $100,000 signing bonus paid to Mr. Swain.  Base Salary Earned


Annual IncentiveOpportunity Earned


Value of RestrictedShares that Vested


Retention andTransactionBonusesEarned


TotalCompensationRealizedMs. Baier

$
782,248


$
281,023


$
276,516


$
50,000


$
1,389,787Mr. Swain(1)

$
161,538


$
46,038










$
207,576Ms. Patchett

$
437,750


$
62,905


$
155,463


$
450,000


$
1,106,118Mr. White

$
350,000


$
81,396


$
60,990


$
300,000


$
792,386Mr. Coco(2)

$
442,900


$
95,534


$
120,891


$
350,000


$
1,009,325  (1)
Mr. Swains base salary and annual incentive opportunity earned reflect his partial year of service beginning
September 4, 2018.  (2)
Excludes vesting of time-based restricted shares that accelerated pursuant to Mr. Cocos restricted share
agreements upon his termination of employment without cause effective December 31, 2018. Although we made significant progress on our
operational turnaround and real estate strategies during 2018, our performance for the year was below our budgeted expectations. As a result, consistent with our pay-for-performance philosophy, such named executive officers realized
compensation was significantly less than the amounts targeted by the Committee (see Summary of 2018 Compensation Program above) and the amounts reported in the Summary Compensation Table for 2018. Such named executive officers earned
between 14% and 29% of the target annual incentive opportunity, and the majority of performance-based restricted shares eligible to vest in 2018 were forfeited as a result of failure to achieve the threshold level of performance.  20




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##### Table of Contents

Annual Incentive Plan Results A summary of the achievement and payment to our named executive officers under the 2018 annual incentive plan is provided below, broken out by objective and in total.  CompanyFinancial Objectives





Strategic Objectives





TotalAchieved


Payout








Achieved

Payout





Achieved

PayoutMs. Baier

















95.8%

$
281,023






28.7%

$
281,023Mr. Swain (1)

















95.0%

$
46,038






28.5%

$
46,038Ms. Patchett

















47.9%

$
62,905






14.4%

$
62,905Mr. White


0%














96.9%

$
81,396






29.1%

$
81,396Mr. Coco (1)

















71.9%

$
95,534






21.6%

$
95,534Mr. Richardson(1)

















78.1%

$
20,561






23.4%

$
20,561Mr. Smith(1)

















0%









0%


  (1)
Mr. Swain participated in the 2018 annual incentive plan on a pro-rata basis resulting from his partial year of service
beginning September 4, 2018. Under the terms of the Severance Policy and Mr. Smiths former employment agreement, Messrs. Coco, Richardson and Smith were entitled to receive a pro-rata portion of
their annual incentive opportunity, to the extent earned, based on the number of days they were employed during 2018. Company Financial
Objectives and Results The table below sets forth the target levels for the company financial objectives, which were generally reflective of our budget and
business plan approved by the Board in January 2018, and our actual performance. Performance below the threshold level would result in no payout for the performance objective, and payout percentages were to be interpolated between the steps shown in
the table below. Our actual performance failed to meet the threshold level of the company financial objectives. Accordingly, the Committee determined that no portion of the annual incentive opportunity based on such objectives would be paid.  Goal

Weighting

Payout Opportunity

Targets($ in 000s)


Actual Performance($ in 000s)


PayoutEarnedFOI

40%

200% (Max)100% (Target)
90% 80%
20% (Threshold)

$$ $
$ $
1,168,2361,112,606
1,090,354 1,084,791
1,056,976


$
995,883



0%CAFCF

20%

200% (Max)100% (Target)
90% 80%
20% (Threshold)

$$ $
$ $
83,06479,109
76,136 75,945
71,798


$
56,818
(1)


0%Resident Fee Revenue

10%

200% (Max)100% (Target)
90% 80%
20% (Threshold)

$$ $
$ $
3,689,5823,653,051
3,634,786 3,631,133
3,609,214


$
3,449,211



0%  21




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##### Table of Contents

(1)
CAFCF is a financial measure that is not calculated in accordance with generally accepted accounting principles (GAAP).
Appendix A to this Amendment shows how we calculated CAFCF, including a reconciliation of the measure to our net cash provided by operating activities. Strategic Objectives and Results In February 2019, the Committee evaluated the
level of achievement for each of the strategic objectives and determined the payout percentage with respect to each named executive officer. The level of achievement for each named executive officer (other than Ms. Baier) was recommended by
Ms. Baier, and Ms. Baiers level of achievement was determined by the Committee and reviewed with the Board as part of its CEO performance evaluation. The tables below describe the strategic objectives applicable to the named
executive officers and their achievement levels for each objective and on an aggregate basis. Unless otherwise noted, the strategic goals applicable to each named executive officer were weighted equally among, and within, the applicable categories. Objectives for Baier, Patchett, White, Coco and Richardson  Achieved

Baier

Patchett

White

Coco

RichardsonNarrow FocusIdentify and evaluate all innovation initiatives pushed to communities since 2014 and
currently being considered and determine whether to maintain or discontinue based on our strategy.

100%

X

X

X

X

XNarrow FocusMeet or exceed targeted scores under our community quality assurance program, and
achieve targeted quality rating for at least 75% of our home health agencies.

75%

X

X

X

X

XRationalize G&A ExpensePrepare and execute on plan to rationalize G&A expense by keeping
G&A expense at or lower than 2018 budget.

100%

X

X

X

X

XReal Estate StrategyDevelop management recommendation, and obtain Board approval, for real
estate strategy and implement 75% of the steps with 2018 deadlines.

100%

X



X



XReal Estate StrategyComplete comprehensive review of community portfolio to determine capital
expenditure needs by the end of 2018 and present recommendations to the Board/Investment Committee.

100%

X



X



XReal Estate StrategyLaunch Fresh Impressions Program into communities and achieve a targeted score
under the housekeeping assessment of our community quality assurance program.

100%

X



X



XWin LocallyIncrease consolidated comparable community portfolio initial visits, without materially
reducing conversion rate, by a targeted percentage.

0%



X





XWin LocallyOutperform competitors in 15 key markets, measured by comparing our year-over-year
occupancy and RevPAR growth in the fourth quarter of 2018 to industry-reported data.

50%



X





X  22




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##### Table of Contents

Achieved

Baier

Patchett

White

Coco

RichardsonOptimize MarketingCollaboratively determine marketing spend to optimize mix of local and national
spend, measured by not exceeding 2018 budget while meeting a floor number of move-ins.



0%




XBuild RelationshipsImprove non-death move-outs at the
consolidated comparable community portfolio by a targeted percentage compared to the prior year.



100%




XBuild RelationshipsIncrease consolidated comparable community portfolio internally generated move-ins by a targeted percentage, and increase quality survey rating of Health Care Services and increase institutional referrals by a targeted percentage.



50%




XProtect CoreImprove relationships and operating protocols with third-party owners on behalf of whom
the Company provides management services, and ensure that managed communities are operated in a manner consistent with the consolidated community portfolio.



100%






XTalentImprove 2018 consolidated comparable community retention of the key community leaders and
full-time voluntary turnover for all other community positions by a targeted percentage versus the prior year.



0%




X



XAssociate Value PropositionReduce total rewards cost by a targeted amount and complete job title
taxonomy and executive director leveling.



100%








XAggregate Strategic Goals Achievement:






95.8%

47.9%

96.9%

71.9%

78.1% Objectives for Mr. Swain  Weighting

AchievedNarrow FocusTake over financial reporting processes from Interim CFO for third quarter reporting;
prepare and deliver 2019 budget to the Board, including G&A expense rationalization and capital expenditure plans; complete planned agency financings and amendment and restatement of revolving credit facility; and develop framework for 2019
annual incentive plan.

50%

100%High Performance TeamAssess current finance organizational structure and team and build staffing
plans to support the business demands.

25%

100%Optimize AnalyticsIdentify and provide recommended steps to implement resource allocation analyses
regarding company value creation.

25%

80%Aggregate Strategic Goals Achievement:



95.0%  23




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##### Table of Contents

Objective for Mr. Smith  Weighting

AchievedStrategic ReviewLead to conclusion the Companys process of exploring options and alternatives
to create and enhance stockholder value with input from the Companys legal and financial advisors, with measurement based on the Boards evaluation of offers and indications of interest resulting from such process.

100%

0% Long-Term Incentive Awards Results Summary of Vesting and Forfeitures During 2018, the named executive officers
realized the compensation shown in the table below with respect to vesting of restricted shares granted prior to 2018. The value of shares that vested is based on the closing price per share of our stock on the vesting date.  Vesting of Time-BasedRestricted SharesGranted in 20142017





Vesting of Performance-BasedRestricted
SharesGranted in 20142015(1)





TotalNo. of Shares


Value





No. of Shares


Value





No. of Shares


ValueMs. Baier


37,602


$
276,516



















37,602


$
276,516Mr. Swain






























Ms. Patchett


20,489


$
144,118







1,666


$
11,345







22,155


$
155,463Mr. White


8,343


$
58,293







396


$
2,697







8,739


$
60,990Mr. Coco(2)


16,517


$
120,891



















16,517


$
120,891Mr. Richardson(2)


29,011


$
197,565







3,264


$
22,228







32,275


$
219,793Mr. Smith(2)


105,664


$
719,572







15,041


$
102,429







120,705


$
822,001  (1)
Details regarding our performance relative to the applicable performance targets are provided in the section below.  (2)
Excludes vesting of time-based restricted shares that accelerated pursuant to the applicable restricted share agreements
upon Mr. Cocos, Mr. Richardsons and Mr. Smiths termination of employment without cause effective December 31, 2018, March 9, 2018 and February 28, 2018, respectively (Mr. Coco37,180 shares;
Mr. Richardson17,897 shares; and Mr. Smith62,250 shares).  24




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##### Table of Contents

Results of Performance-Based Restricted Shares Eligible to Vest in 2018 During 2014 and 2015, the Committee granted performance-based restricted share awards to the named executive officers included in the table below. Twenty-five percent of
the 2014 awards and seventy-five percent of the 2015 awards were eligible to vest on February 27, 2018, subject to continued employment and achievement of performance goals established for each award by the Committee. The table below sets forth
information regarding the performance goals and targets, our actual results and the number of shares that vested on February 27, 2018 based on our actual results. The value of shares that vested is included in the summary table above and is
based on the closing price per share of our stock on the vesting date. Performance below the threshold level of achievement would have resulted in forfeiture of all shares in the applicable tranche, achievement of the targeted level of performance
(or above) would have resulted in the vesting of 100% of the applicable tranche, and vesting percentages were to be interpolated between the steps shown in the table below.  AwardYear

PerformanceGoal

% of SharesEligible to Vest

Targets

ActualResults

PercentthatVested









No. ofSharesthatVested(1)


Value ofSharesthatVested2014

2017 Return on Investment
(ROI) on Program Max Projects approved in 2014 and completed prior to the end of 2015

100% (Maximum)
20% (Threshold)

312% 8%

15%

100%Ms. Patchett


1,666


$
11,345Mr. White


396


$
2,697Mr. Richardson


3,264


$
22,228Mr. Smith


15,041


$
102,4292015

3-Year Compound Annual Growth Rate (CAGR) of CFFO per Share(2) comparing 2017 results versus a 2014 base year

100% (Maximum)
60% 40% (Threshold)

310% 6%
5%

<0%

0%Ms. Patchett





$
Mr. White





$
Mr. Richardson





$
Mr. Smith





$
  (1)
With respect to the 2015 awards eligible to vest on February 27, 2018, the following number of shares were forfeited
as a result of failure to achieve the threshold level of performance: Ms. Patchett-3,905 shares; Mr. White-927 shares; Mr. Richardson-8,768 shares; and Mr. Smith-51,525 shares.  (2)
CFFO per share was defined as Cash From Facility Operations (CFFO) per share as reported by the Company, excluding
acquisition, EMR and other transaction costs and federal income taxes to the extent we had become a federal income taxpayer.  25




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##### Table of Contents

Status of Outstanding Performance-Based Restricted Shares
Granted in Prior Years
 During 2015 through 2017, the Committee granted
performance-based restricted share awards to the named executive officers, 75% of which were or are eligible to vest on February 27 in the third year following the year of grant, and 25% of which were or are eligible to vest on February 27 in the
fourth year following the year of grant, in each case subject to continued employment and achievement of performance goals established for each award by the Committee. The table below sets forth information regarding the performance goals and
targets and the number of shares subject to such awards for our current named executive officers. Performance below the threshold level of achievement will result in forfeiture of all shares in the applicable tranche, achievement of the targeted
level of performance (or above) will result in the vesting of 100% of the applicable tranche, and vesting percentages will be interpolated between the steps shown in the table below.  AwardYear

VestingYear


Performance Goal

% of SharesEligible to Vest

Targets





Shares at Target2015


2019


2018 ROI on Program Max Projects approved in 2015 and completed prior to the end of 2016

100% (Target/Max)
 20% (Threshold)

3 12% 8%





Ms. Patchett


1,302
(1)Mr. White


309
(1)2016


2019


3-Year CAGR of Adjusted CFFO per share(2) comparing 2018 versus a 2015 base year

100% (Target/Max)
20% (Threshold)

3 8% 4%





Ms. Baier


38,820
(1)Ms. Patchett


18,245
(1)Mr. White


2,211
(1)2020


2019 ROI on Program Max Projects approved in 2016 and completed prior to the end of 2017 or
approved prior to 2016 and completed during 2017

100% (Target/Max)
 20% (Threshold)

312%
 8%





Ms. Baier


12,940Ms. Patchett


6,082Mr. White


7372017


2020


3-Year CAGR of CAFCF(3) comparing 2019 results versus a 2016 base year

100%
(Target/Max)  80%
 60%
 40%
 20% (Threshold)

323.1%
 14.3%
 11.8%
 9.3%
 3.8%





Ms. Baier


37,904Ms. Patchett


17,814Mr. White


2,1582021


2020 ROI on Program Max
Projects approved in 2017 and completed prior to the end of 2018 or approved prior to 2017 and completed during 2018

100% (Target/Max)
 60%
 20% (Threshold)

311.0%
 9.0%
 8.0%





Ms. Baier


12,635Ms. Patchett


5,939Mr. White


720  (1)
Based on our actual results, all of the shares from the 2015 awards eligible to vest on February 27, 2019 vested on such
date, and all of the shares from the 2016 awards eligible to vest on such date were forfeited.  (2)
For purposes of these performance-based restricted shares, CFFO per share was defined as Cash From Facility Operations
(CFFO) per share as reported by the Company, excluding acquisition, EMR and other transaction costs and federal income taxes to the extent we had become a federal income taxpayer.  (3)
For purposes of these performance-based restricted shares, CAFCF is defined as the sum of our Adjusted Free Cash Flow and
our proportionate share of Adjusted Free Cash Flow of unconsolidated ventures, in each case as reported by the Company, excluding transaction, transaction-related and severance costs and federal income taxes to the extent we become a federal income
taxpayer.  26




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##### Table of Contents

Other Compensation Policies
 Annual Risk Assessment In accordance with its charter, the Committee conducts an assessment annually of the relationship between our risk management policies and practices, corporate strategy
and our compensation arrangements. As part of this assessment, the Committee evaluates whether any incentive and other forms of pay encourage unnecessary or excessive risk taking. For our 2018 executive compensation program, the Committee concluded
that the program, including the performance goals and targets used for incentive compensation, is appropriately structured not to encourage unnecessary or excessive risk taking, and that any risks arising from the program are not reasonably likely
to have a material adverse effect on us. Stock Ownership and Retention Guidelines  Our stock ownership and retention guidelines are applicable to certain of our officers, including our named executive officers, and are intended to further align the interests
of our executives with those of our stockholders. Our named executive officers are expected to hold a number of shares with a minimum market valueMultiple of Base SalaryChief Executive Officer

5.0xChief Financial Officer

4.0xExecutive Vice Presidents

3.0x expressed as a multiple of their base salary as shown in the table. Unvested equity awards do not count toward the expected level of
ownership, except that the estimated number of after-tax time-based restricted shares scheduled to vest within 90 days may be counted towards compliance. The expected level of ownership must be achieved by the
fifth anniversary of such officers becoming subject to the guidelines. Until the expected ownership level is achieved, each officer is expected to retain at least 50% of after-tax shares obtained through
our equity compensation plans. This holding requirement also applies in situations where an officer has achieved the expected stock ownership level but changes in the market price of our stock or the officers base salary result in such
officers failure to maintain the expected stock ownership level. All of our current named executive officers are in compliance with our stock ownership and retention guidelines and will be expected to retain at least 50% of their after-tax shares obtained through our equity compensation plans until they meet their applicable required holdings. Policy on Hedging and Pledging Our insider trading policy provides that no one subject to the policy may engage in short sales, puts, calls
or other derivative transactions involving our securities. It further provides that none of our directors or executive officers may engage in hedging or monetization transactions involving our securities, pledge our securities as collateral for a
loan, or hold our securities in a margin account. Clawback Policy We have not adopted a separate executive compensation clawback policy. However, our 2014 Omnibus Incentive Plan provides that any award thereunder that is subject to
recovery under any law, government regulation or stock exchange listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement or as
may be required pursuant to any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement. Tax Considerations Section 162(m) of the Internal Revenue Code places a limit of $1 million on the amount of compensation that a
company may deduct in any one year with respect to covered employees. Effective for taxable years beginning after December 31, 2017, the tax reform legislation enacted in December 2017 eliminated a Companys ability to  27




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##### Table of Contents

deduct qualified performance-based compensation in excess of $1 million paid to named executive officers under Section 162(m). Under the new legislation, the definition of
covered employees has been expanded to include a companys chief financial officer, in addition to the chief executive officer and three other most highly paid executive officers, plus any individual who has been a covered employee in any
taxable year beginning after December 31, 2016. The Committee will continue to consider tax implications in making compensation decisions and, when believed to be in the best interests of our stockholders, we may provide compensation that is
not fully deductible under Section 162(m) to maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals. In making decisions about executive compensation, the Committee also considers the
impact of other tax laws, including Section 409A of the Internal Revenue Code regarding non-qualified deferred compensation and Section 280G of the Internal Revenue Code regarding compensation in
connection with a change in control.  Compensation of Interim CFO
 In connection with Ms. Sparks appointment and service as our Interim Chief Financial Officer, the Committee determined that Ms. Sparks would receive a bi-weekly salary of $19,230.76 (equivalent to $500,000 on an annualized basis) and would be eligible to participate in a cash bonus program established for her role, with such bonus amount targeted at 100% of her
base salary earned during her tenure. The bonus would be paid subject to Ms. Sparks fulfillment of individual objectives following the conclusion of her service. Such objectives included successfully transitioning the financial reporting
and investor relations processes from Ms. Baier for first quarter reporting (30% weighting), identifying areas of improvement for our financial planning and analysis and analytics functions (50% weighting), and building the finance team to support
the business demands (20% weighting). Following conclusion of her service, the Committee determined that Ms. Sparks had achieved such objectives resulting in payout at the 100% level of performance. Due to the interim nature of
Ms. Sparks position, she was not be eligible to participate in our severance policies, the 2018 annual incentive plan or our 2014 Omnibus Incentive Plan.  Employment Agreement and Severance Policies
Applicable to Named Executive Officers
 We are party to an employment agreement dated March 1, 2018 with Ms. Baier, which we entered into in
connection with her promotion to President and Chief Executive Officer effective February 28, 2018. The employment agreement has a three year term, subject to automatic extensions for additional one year periods, unless either we or
Ms. Baier gives written notice to the other party no less than 90 days prior to the expiration of the term that the term will not be extended. Ms. Baiers initial base salary was $825,000 per year, which may not be reduced without
Ms. Baiers approval. In addition, Ms. Baier is eligible to receive an annual cash incentive opportunity with a target of at least 125% of base salary paid during the calendar year, subject to the terms of our annual incentive plan
for senior executive officers. Ms. Baier was entitled to receive an initial award of time- and performance-based restricted shares with an aggregate grant date value of $3,000,000 under our 2014 Omnibus Incentive Plan. The terms of such awards,
which were granted on March 5, 2018, are described above in 2018 Compensation Decisions. Ms. Baier is eligible to participate in various benefit plans that we make available to our senior executive officers (other than our
severance policies). In addition, we will provide Ms. Baier with basic term life insurance benefits of at least 100% of her base salary at no cost to Ms. Baier. Under her employment agreement, Ms. Baier is entitled to severance
payments if her employment is terminated by us without cause or by her for good reason. Severance payments in connection with a change in control are double trigger, which requires the occurrence of a change in control followed by
termination of employment within 18 months of the change in control by us without cause or by Ms. Baier for good reason. Under Ms. Baiers employment agreement, any payments that are not deductible by us under Section 280G of the
Internal Revenue Code will be cut back only to the extent that the cutback results in a better after-tax position for Ms. Baier. The employment agreement contains non-competition, non-solicitation, confidentiality and mutual non-disparagement covenants. The non-competition restrictions will continue in effect
during Ms. Baiers employment and for one year following termination of employment. The non-solicitation  28




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##### Table of Contents

restrictions will continue in effect during her employment and for two years following her termination of employment. The confidentiality and mutual
non-disparagement obligations will apply during her employment and thereafter. Our other named executive officers do not
have employment agreements, but are eligible to participate in the Severance Policy. Ms. Patchett participates, and Messrs. Coco and Richardson participated, in our Severance Policy as a Designated Officer as defined therein, and
Messrs. Swain and White participate in our Severance Policy as a Selected Officer. Under the Severance Policy, the participating named executive officers are entitled to severance payments if their employment is terminated by us without
cause or, following a change in control, by the executive for good reason. The severance payments under the Severance Policy applicable in connection with a change in control are double trigger, which require the occurrence of a change
in control followed by termination of employment by us without cause or by the executive for good reason. If payments pursuant to the Severance Policy and other arrangements are not deductible by us under Section 280G of the Internal Revenue
Code, such payments shall be reduced (or repaid) in order to ensure our deduction of payments in connection with a change in control. A detailed description of
severance payments pursuant to the foregoing employment agreement and the Severance Policy, as well as the effect of certain terminations and a change in control pursuant to our restricted share agreements, is set forth under Potential
Payments Upon Termination or Change in Control below.  2019 Compensation Decisions
 When making annual decisions for 2019, the Committee conducted a comprehensive review of our executive compensation program that included, among other considerations,
external market compensation practices, our recent overall performance and 2019 business plan, our performance objectives under our incentive plans, and the responsibilities and individual performance of each of our named executive officers. With
respect to market compensation practices, the Consultant reviewed our compensation peer group and recommended that it be updated to remove Kindred Healthcare, Inc. due to its going private and to replace Laboratory Corporation of America Holdings,
Centene Corporation and Darden Restaurants, Inc. with Amedysis, Inc., Magellan Health, Inc. and Bloomin Brands, Inc. to more closely align the median levels of financial metrics and number of employees of the peer group with ours. The
Consultant also completed a market compensation study that indicated each element of Ms. Baiers target total direct compensation was below or at the low end of the market range. It further indicated that each of the other named executive
officers base salaries, target long-term equity awards, and target total direct compensation were at the low end, or below, the market range, and that their target annual incentive opportunities were high relative to the market range. Following the completion of its review, the Committee approved the principal elements of compensation of our named executive officers for 2019 as summarized in the table
below. With the 2019 changes, the target total direct compensation of each of our named executive officers fell within the market ranges shown in market compensation study, but continues to be below the market median.  2019 BaseSalary


Change v.2018(1)


2019 TargetAnnualIncentiveOpportunity


Change v.2018


2019 GrantValue
ofLong-TermIncentiveAwards(2)


Change v.2018(2)


2019 TargetTotal DirectCompensation


Change v.2018Ms. Baier


$   910,000



10%



135%



8%



$  4,750,000



6%



$   6,888,500



8%Mr. Swain


$   515,000



3%



100%



0%



$  1,300,000



30%



$   2,330,000



17%Ms. Patchett


$   467,500



7%



100%



0%



$     900,000



13%



$   1,835,000



10%Mr. White


$   397,500



14%



70%



-13%



$     450,000



29%



$   1,125,750



15%  (1)
Percent change in base salary is based on the annual base salary of the named executive officer in effect as of
December 31, 2018.  (2)
The dollar amount of the 2019 long-term incentive awards, and the percentage change versus 2018, is based on the grant
value of such awards (i.e., number of shares granted multiplied by the stock price on the date of grant).  29




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##### Table of Contents

The 2019 annual incentive opportunity, as approved by the Committee, continues to be based on company financial
objectives and strategic objectives, with the target levels of performance generally reflective of our 2019 budget. The strategic objectives were developed to focus our leaders on execution of our operational turnaround strategy, and they were
generally cascaded to our corporate, divisional and community leadership. The table below sets forth the weighting of the objectives at target under our 2019 annual incentive plan.  Weighting

Performance MeasureCompany Financial Objectives

40%

FOI10%

CAFCF10%

Resident Fee RevenueStrategic Objectives

15%

Move-ins and non-death attrition15%

Retention of key community leaders;
full-time voluntary turnover for all other community positions; and retention of corporate associates10%

Net promoter score and response rate
to resident survey For the 2019 long-term incentive awards, the Committee resumed its practice of using a 50/50 grant value mix of time- and
performance-based restricted shares to all the named executive officers. The time-based restricted shares are eligible to vest ratably in four annual installments beginning February 27, 2020, subject to continued employment. Seventy-five
percent of the performance-based restricted shares are eligible to vest on February 27, 2022 and twenty-five percent are eligible to vest on February 27, 2023, in each case subject to continued employment and achievement of performance goals
established by the Committee. The performance goal for the first tranche is 3-year CAGR of same community RevPAR for fiscal 2021 versus a 2018 base year, and for the second tranche is relative TSR comparing our compound annual TSR to the constituent
companies of the S&P Midcap 400 index for the period beginning January 1, 2019 and ending December 31, 2021, assuming reinvestment of dividends or distributions. Same community RevPAR means the average monthly senior housing resident fee
revenues per available unit of the same community portfolio, calculated as resident fee revenues, excluding Health Care Services segment revenue and entrance fee amortization, of the same community portfolio for the applicable fiscal year, divided
by the weighted average number of available units in the same community portfolio for the applicable fiscal year, divided by twelve. Performance below the threshold level of achievement will result in forfeiture of all shares in the applicable
tranche, performance at the targeted level of achievement will result in the vesting of 100% of the applicable tranche, and performance at the maximum level of achievement will result in vesting of up to 125% of the first tranche and 150% of the
second tranche, with vesting percentages to be interpolated between the levels. In addition, the applicable restricted share agreements provide that the named executive officers will be entitled to receive dividends (or dividend equivalents) on
unvested restricted shares only to the extent the underlying shares ultimately vest. Compensation Committee
Report The Compensation Committee has reviewed and discussed the disclosure set forth above under the heading Compensation Discussion and Analysis
with management and, based on the review and discussions, it has recommended to the Board that the Compensation Discussion and Analysis be included herein. Respectfully submitted by the Compensation Committee of the Board, COMPENSATION COMMITTEE Frank M. Bumstead, Chairman Jackie M. Clegg Denise W. Warren  30




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##### Table of Contents

Summary Compensation Table for 2018 The following summary compensation table sets forth information concerning the compensation earned by, awarded to or paid to our named executive officers for the periods
indicated.  Name and Principal Position(1)

Year


Salary($)


Bonus($)(2)


StockAwards($)(3)


Non-EquityIncentive PlanCompensation($)(4)


All OtherCompensation($)(5)


Total
($)Lucinda M. Baier
President and Chief Executive
Officer


2018



782,248



50,000



3,551,872



281,023



9,112



4,674,2552017



550,000







1,500,013



196,150



161,025



2,407,1882016



552,115







1,500,005



222,750



217,497



2,492,367Steven E. Swain
Executive Vice President and Chief
Financial Officer


2018



161,538



100,000



802,324



46,038



162,235



1,272,135Mary Sue Patchett
Executive Vice President, Community
Operations


2018



437,750



450,000



800,004



62,905



7,783



1,758,4422017



425,000







705,004



134,995



7,026



1,272,0252016



426,635







705,011



145,350



7,811



1,284,807Chad C. White
Executive Vice President, General
Counsel & Secretary


2018



350,000



300,000



350,009



81,396



7,198



1,088,604Cedric T. Coco
Former Executive VicePresident and Chief People Officer



2018



442,900



350,000



800,004







169,826



1,762,7302017



430,000







800,009



149,484



419,449



1,798,942Teresa F. Sparks
Former Interim Chief
Financial Officer


2018



221,918











221,918



545



444,381Bryan D. Richardson
Former Executive Vice President and Chief Administrative Officer


2018



87,756















1,001,514



1,089,2702017



430,500







880,012



122,536



9,199



1,442,2472016



432,115







880,007



159,500



9,829



1,481,452T. Andrew Smith
Former President and Chief Executive
Officer


2018



157,115















2,552,199



2,709,3142017



950,000











356,709



9,120



1,315,8292016



953,654







5,225,007



418,594



11,339



6,608,594  (1)
The named executive officers served in the positions noted in the table at all times during the years presented, except
that: Ms. Baier served as Chief Financial Officer until being appointed as our President and Chief Executive Officer effective February 28, 2018; Mr. Swain joined the Company as Executive Vice President and Chief Financial Officer
effective September 4, 2018; each of Messrs. Coco, Richardson and Smith served in the positions noted in the table until termination of his employment without cause effective December 31, 2018, March 9, 2018 and February 28,
2018, respectively (and Mr. Smith took on the additional role of President on March 18, 2016); and Ms. Sparks served as Interim Chief Financial Officer from March 28, 2018 until September 4, 2018.  (2)
The 2018 amount for Ms. Baier consists of, and for Mr. White includes, a cash bonus award of $50,000 paid to each of them
for their extraordinary efforts in connection with our successfully restructuring a portfolio of 128 leased communities in April 2018. The 2018 amount for Mr. Swain represents a cash sign-on bonus. The 2018 amount for Ms. Patchett and Mr. Coco
consists of, and for Mr. White includes, payment of a retention bonus in the amount of $450,000, $350,000 and $250,000, respectively, for their continued service through December 13, 2018.  31




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##### Table of Contents

(3)
Represents the aggregate grant date fair value of time- and performance-based restricted shares computed in accordance
with ASC 718. See Note 14 to our Consolidated Financial Statements included in the Original Filing for a summary of the assumptions made in the valuation of these awards. For each of Ms. Baier and Mr. Swain, see footnote 4 to the Grants of Plan
Based Awards Table for the grant values of performance-based restricted shares awarded in 2018 assuming performance at the target level or above.  (4)
Represents the payout of each named executive officers annual cash incentive opportunity with respect to performance
in the applicable year. Pro-rata payouts under the 2018 annual incentive plan for Messrs. Cocos and Richardsons service through their termination dates are included in All Other Compensation.  (5)
For each of the named executive officers, the 2018 amount includes the employer matching contribution to our 401(k) Plan
and premiums on Company-provided life and disability insurance. For Mr. Swain, the 2018 amount also includes the incremental cost to the Company of $161,361 for relocation assistance provided to Mr. Swain, including amounts paid to
Mr. Swain, or on his behalf, for moving and storage costs, closing costs for Mr. Swains sale of his former home, temporary housing in the Nashville area, a $5,000 moving allowance and associated tax gross ups of $67,111. For
Mr. Coco, the 2018 amount also includes $95,534 representing payout of the pro-rata portion of his 2018 annual incentive opportunity earned for his service through December 31, 2018 and the incremental
cost to the Company of $65,623 for relocation assistance provided to Mr. Coco, including amounts paid to Mr. Coco, or on his behalf, for moving and storage costs and associated tax gross ups of $26,535. For Mr. Richardson, the 2018
amount also includes $938,269 of severance payments made in 2018, $20,561 representing payout of the pro-rata portion of his 2018 annual incentive opportunity earned for his service through March 9, 2018,
$33,115 representing payout of his accrued paid time off (PTO) balance and $7,883 representing the employer portion of continuation of health coverage. For Mr. Smith, the 2018 amount also includes $2,466,346 of severance payments made in 2018,
$73,077 representing the payout of his accrued PTO balance and $11,386 representing the employer portion of continuation of health coverage.  32




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##### Table of Contents

Grants of Plan-Based Awards The following table summarizes grants of plan-based awards made to our named executive officers in 2018. All of our named executive officers are eligible to receive
dividends on outstanding unvested restricted shares granted in 2018 (to the extent that dividends are declared on our shares of common stock).  Name

Grant Date


Estimated Possible Payouts
Under Non-Equity IncentivePlan Awards





Estimated Possible Payouts
Under Equity Incentive
Plan Awards


All Other Stock
Awards: Number of Shares
of Stock or Units (#)


Grant
DateFair Value of Stock
Awards ($)Threshold
($)


Target
($)


Maximum
($)





Threshold
(#)


Target
(#)


Maximum
(#)Ms. Baier


  (1)



136,893



977,810



1,662,2771/5/2018  (2)































77,480



750,0061/5/2018  (3)































77,479



749,9973/5/2018  (4)



















103,735



207,469



207,469







551,8683/5/2018  (2)































207,469



1,500,001Mr. Swain


  (1)



22,615



161,538



274,6159/10/2018  (4)



















26,624



53,248



53,248







302,3169/10/2018  (2)































53,249



500,008Ms. Patchett


  (1)



61,285



437,750



744,1751/5/2018  (2)































41,323



400,0071/5/2018  (3)































41,322



399,997Mr. White


  (1)



39,200



280,000



476,0001/5/2018  (2)































18,079



175,0051/5/2018  (3)































18,079



175,005Former Named Executive OfficersMr. Coco


  (1)



62,006



442,900



752,9301/5/2018  (2)































41,323



400,0071/5/2018  (3)































41,322



399,997Ms. Sparks


  (1)







221,918



221,918Mr. Richardson


  (1)



12,286



87,756



149,185Mr. Smith


  (1)



29,459



196,394



343,690  (1)
For the named executive officers other than Ms. Sparks, the amounts represent the threshold, target and maximum
payout levels under our 2018 annual incentive plan (and reflect the partial year of service for Messrs. Swain, Richardson and Smith). For Ms. Sparks, the amounts represent the payout levels under the incentive plan applicable for her interim
service in 2018. The actual payouts under such plans are reported in the Summary Compensation Table as Non-Equity Incentive Plan Compensation or All Other Compensation, as indicated in the footnotes thereto,
in the following amounts: Ms. Baier$281,023; Mr. Swain$46,038; Ms. Patchett$62,905; Mr. White$81,396; Mr. Coco$95,534; Ms. Sparks$221,918; Mr. Richardson$20,561; and Mr.
Smith$0.  (2)
Represents time-based restricted shares granted under our 2014 Omnibus Incentive Plan which are eligible to vest ratably
in four annual installments beginning on February 27, 2019 (November 19, 2019 for Mr. Swain), subject to continued employment. Pursuant to the terms of Mr. Cocos restricted share agreement, 10,330 shares accelerated and vested,
and remainder of the award was forfeited, upon his termination without cause effective December 31, 2018.  33




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##### Table of Contents

(3)
Represents time-based restricted shares granted under our 2014 Omnibus Incentive Plan, 75% of which are eligible to vest
on February 27, 2021 and 25% of which are eligible to vest on February 27, 2022, subject to continued employment. Pursuant to the terms of Mr. Cocos restricted share agreement, 10,331 shares accelerated and vested, and remainder
of the award was forfeited, upon his termination without cause effective December 31, 2018.  (4)
Represents performance-based restricted shares granted under our 2014 Omnibus Incentive Plan which are eligible to vest on
February 27, 2021, subject to continued employment and the achievement of compound annual TSR performance targets as described above. The value reported in the table represents the grant date fair value computed in accordance with ASC 718. The
grant value (i.e., number of shares granted multiplied by the closing stock price on the date of grant) was approximately $1.5 million for Ms. Baier and approximately $500,000 for Mr. Swain, assuming performance at the target level or
above. Performance below the threshold level of achievement will result in forfeiture of all such shares, achievement of the targeted level of performance (or above) will result in the vesting of 100% of such shares, and vesting percentages will be
interpolated between threshold and target.  34




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##### Table of Contents

Outstanding Equity Awards at Fiscal Year-End The following table summarizes the outstanding equity awards held by each of our named executive officers as of December 31, 2018. The market values of such awards
are based on $6.70 per share, the closing market price of our stock on December 31, 2018.  Stock AwardsName

Grant Date


Number of Shares
or Units of Stock That Have Not
Vested (#)(1)


Market Value of
Shares or Units of
Stock That Have Not Vested ($)


Equity Incentive Plan
Awards: Number of Unearned Shares,Units or OtherRights That HaveNot Vested (#)


Equity Incentive Plan
Awards: Market or
Payout Value of Unearned Shares, Units
or Other Rights ThatHave Not Vested ($)Ms. Baier


2/26/2016



25,880



173,396



20,704  (2)



138,7172/13/2017



37,905



253,964



20,215  (3)



135,4411/5/2018



77,479



519,109







1/5/2018



77,480



519,116







3/5/2018



207,469



1,390,042



103,735  (4)



695,025Mr. Swain


9/10/2018



53,249



356,768



26,624  (4)



178,381Ms. Patchett


2/5/2015



1,302



8,723



1,302  (5)



8,7232/26/2016



12,164



81,499



9,731  (2)



65,1982/13/2017



17,816



119,367



9,501  (3)



63,6571/5/2018



41,322



276,857







1/5/2018



41,323



276,864







Mr. White


2/5/2015



927



6,211



309  (5)



2,0702/26/2016



4,423



29,634



1,180  (2)



7,9062/13/2017



6,478



43,403



1,151  (3)



7,7125/4/2017



3,560



23,852







1/5/2018



18,079



121,129







1/5/2018



18,079



121,129







Former Named Executive OfficersMr. Coco


2/13/2017











2,696  (6)



18,063Ms. Sparks


















Mr. Richardson


2/5/2015











2,893  (6)



19,3832/26/2016











4,555  (6)



30,5192/13/2017











2,965  (6)



19,866Mr. Smith


2/5/2015











17,176  (6)



115,0792/26/2016











27,045  (6)



181,202  (1)
Represents time-based restricted shares, the vesting of which is subject to continued employment. The awards granted
during January, February, March and September have vested or are eligible to vest ratably in four annual installments beginning on February 27 (November 19 for Mr. Swain) in the year following the year of grant, except that with respect to
the second award with a grant date of January 5, 2018, 75% of the award is eligible to vest on February 27, 2021 and 25% of the award is eligible vest on February 27, 2022. The award granted during May 2017 will vest ratably in three
annual installments beginning on May 20 in the year following the year of grant.  (2)
Represents performance-based restricted shares, the vesting of which is subject to continued employment and the
achievement of specified performance targets. Up to 75% of the shares awarded were eligible to vest on February 27, 2019 based on our 3-year CAGR of Adjusted CFFO per share, and up to 25% of the shares
awarded are eligible to vest on February 27, 2020 based on our 2019 ROI on Program Max projects. The number of shares reported represents the threshold level of performance for the first tranche and the target level of performance for the
second tranche. The threshold level of performance for the first tranche was not achieved; therefore, the named executive officers forfeited the following number of shares on February 27, 2019: Ms. Baier38,820 shares;
Ms. Patchett18,245 shares; and Mr. White2,211 shares.  35




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##### Table of Contents

(3)
Represents performance-based restricted shares, the vesting of which is subject to continued employment and the
achievement of specified performance targets. Up to 75% of the shares awarded are eligible to vest on February 27, 2020 based on our 3-year CAGR of Combined Adjusted Free Cash Flow, and up to 25% of the
shares awarded are eligible to vest on February 27, 2021 based on our 2020 ROI on Program Max projects. The number of shares reported represents the threshold level of performance for the first tranche and the target level of performance for
the second tranche.  (4)
Represents performance-based restricted shares with the terms described in footnote 4 to the Grants of Plan-Based Awards
Table. The number of shares reported represents the threshold level of performance.  (5)
Represents performance-based restricted shares, the vesting of which was subject to continued employment and the
achievement of specified performance targets based on our 2018 ROI on Program Max projects. The number of shares reported represents the target level of performance, and such reported shares vested on February 27, 2019 based on our actual
performance.  (6)
Represents performance-based restricted shares which remained outstanding pursuant to the applicable restricted share
agreements following termination of the individuals employment without cause. The shares were eligible to vest on February 27, 2019 based on achievement of specified performance targets based on our 2018 ROI on Program Max projects for
the 2015 awards, our 3-year CAGR of Adjusted CFFO per share for the 2016 awards, and our 2-year CAGR of Combined Adjusted Free Cash Flow for the 2017 awards. The number
of shares reported for the 2015 awards represents the target level of performance, and such reported shares vested on February 27, 2019 based on our actual performance. The number of shares reported for the 2016 and 2017 awards represents the
threshold level of performance. The threshold level of performance for the 2016 and 2017 awards was not achieved; therefore, the named executive officers forfeited the following number of shares on February 27, 2019: Mr. Coco13,477
shares; Mr. Richardson37,599 shares; and Mr. Smith135,222 shares. Stock Vested for 2018 The following table summarizes the vesting of time- and performance-based restricted shares and the value realized by our named executive officers as a result of such
vesting during 2018.  Stock AwardsName

Number of Shares Acquired on Vesting (#)


Value Realized on Vesting ($)(1)Ms. Baier


37,602



276,516Mr. Swain






Ms. Patchett


22,155



155,463Mr. White


8,739



60,990Former Named Executive OfficersMr. Coco


53,697



369,997Ms. Sparks






Mr. Richardson


50,172



351,873Mr. Smith


182,955



1,228,494  (1)
The value realized is based on the closing market price of the underlying stock on the date the shares vested (or the most
recent trading day if such date was not a trading day): February 27, 2018 (Ms. Baier25,575 shares; Ms. Patchett16,821 shares; Mr. White6,959 shares; Mr. Coco6,738 shares;
Mr. Richardson32,275 shares; and Mr. Smith120,705 shares); February 28, 2018 (Mr. Smith62,250 shares); March 9, 2018 (Mr. Richardson17,897 shares); May 20, 2018 (Mr. White1,780
shares); November 19, 2018 (Ms. Patchett5,334 shares; and Mr. Coco9,779 shares); December 3, 2018 (Ms. Baier12,027 shares); and December 31, 2018 (Mr. Coco37,180 shares). For each of Messrs.
Coco, Richardson and Smith, shares that vested on the last vesting date represent the accelerated vesting of time-based restricted shares pursuant to the applicable restricted share agreements for a termination the individuals employment
without cause on such vesting date. Pension Benefits None of our named executive officers participates in or has account balances in qualified or non-qualified defined benefit plans
sponsored by us. The Committee may elect to adopt qualified or non-qualified defined benefit plans in the future if it determines that doing so is in our best interests. Nonqualified Deferred Compensation None of our named
executive officers participates in or has an accrued benefit in non-qualified defined contribution plans or other non-qualified deferred compensation plans maintained by
us. The Committee may elect to adopt non-qualified defined contribution plans or other non-qualified deferred compensation plans in the future if it determines that
doing so is in our best interests.  36




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##### Table of Contents

Potential Payments Upon Termination or Change in Control The following table sets forth potential amounts payable upon termination of employment or a change in control to our current named executive officers assuming
termination of employment on December 31, 2018, with equity-based amounts based on $6.70 per share, the closing market price of our stock on December 31, 2018.  Name/Benefit

Voluntary
Resignation byExecutive
($)


Termination
by us forCause
($)


Termination
by us without
Cause ($)


Termination by us without Cause
following a Change in Control
($)


Termination
by Executive for Good Reason
($)


Disability
($)


Death
($)Ms. BaierSalary










1,237,500



1,650,000



1,237,500







Pro-Rata Bonus  (1)










281,023



281,023



281,023



281,023



281,023Severance Bonus










1,466,715



1,955,620



1,466,715







PTO


73,012



73,012



73,012



73,012



73,012



73,012



73,012COBRA










15,219



15,219



15,219







Accelerated Vesting of
Restricted Shares  (2)










778,419



4,931,073



347,509



778,419



778,419Total


73,012



73,012



3,851,888



8,905,947



3,420,978



1,132,454



1,132,454Mr. SwainSalary










500,000



750,000











Pro-Rata Bonus  (1)










46,038



46,038











Severance Bonus










161,538



242,307











PTO


8,606



8,606



8,606



8,606



8,606



8,606



8,606COBRA










8,285



12,427











Accelerated Vesting of
Restricted Shares  (2)










89,190



713,530







89,190



89,190Total


8,606



8,606



813,657



1,772,908



8,606



97,796



97,796Ms. PatchettSalary










656,625



875,500











Pro-Rata Bonus  (1)










62,905



62,905











Severance Bonus










656,625



875,500











PTO


38,741



38,741



38,741



38,741



38,741



38,741



38,741COBRA










14,900



14,900











Accelerated Vesting of
Restricted Shares  (2)










236,416



1,094,170







236,416



236,416Total


38,741



38,741



1,666,212



2,961,716



38,741



275,158



275,158Mr. WhiteSalary










350,000



525,000











Pro-Rata Bonus  (1)










81,396



81,396











Severance Bonus










280,000



420,000











PTO


30,975



30,975



30,975



30,975



30,975



30,975



30,975COBRA


























Accelerated Vesting of
Restricted Shares  (2)










110,048



386,463







110,048



110,048Total


30,975



30,975



852,419



1,443,834



30,975



141,023



141,023  37




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##### Table of Contents

(1)
The amounts listed in the applicable columns represent the amount payable to the named executive officer under the 2018
annual incentive plan based on our actual performance in 2018. The amounts reflect a full year of service, except that Mr. Swains amount reflects his partial year service in 2018.  (2)
A portion of the amounts listed in the applicable columns relate to the potential vesting of performance-based restricted
shares following a termination of the executives employment by us without cause (other than in connection with a change in control), as a result of the executives death or disability and, with respect to grants made to Ms. Baier on
or after March 1, 2018, upon her termination of employment for good reason (other than in connection with a change in control). As described in more detail below, upon each of these events, all or a portion of the performance-based restricted shares
eligible to vest on the next vesting date would remain outstanding until February 27, 2019 and would vest only if and to the extent the relevant performance targets for such tranche were achieved. The amounts in the applicable columns in
respect of the potential vesting of these performance-based restricted shares are based on our actual 2018 performance relative to the applicable performance targets and consist of $8,723 for Ms. Patchett and $2,070 for Mr. White. The
remainder of the applicable amounts consist of the accelerated vesting of time-based restricted shares, and in the column under the heading Termination by us without Cause following a Change in Control, additional vesting of
performance-based restricted shares, each as described in more detail below.  Payments in Connection with Former Named Executive Officers
 Messrs. Cocos, Richardsons and Smiths employment was terminated by us without cause effective December 31, 2018, March 9, 2018 and
February 28, 2018, respectively. Upon delivery of an effective waiver and release of claims acknowledging that all restrictive covenants (including a non-competition covenant) to which he is a party will
remain in force for the periods specified, Messrs. Coco and Richardson became eligible to receive severance pay and benefits under the Severance Policy and Mr. Smith became eligible to receive severance pay and benefits under his employment
agreement. A breach of such covenants will result in the cessation of severance pay and benefits and may result in his being required to repay certain severance pay and benefits already provided as well as certain costs and expenses. In addition, as
a result of termination of employment without cause, under the applicable restricted share agreements a portion of each individuals time-based restricted shares accelerated and vested upon the date of termination, and a portion of each
individuals performance-based restricted shares remained outstanding and eligible to vest on February 27, 2019 subject to achievement of applicable performance goals. The table below shows the amount of severance pay and benefits under
such agreements and policies associated with termination of their employment without cause.  Coco


Richardson


SmithSalary(1)

$
664,350


$
1,076,250


$
2,375,000Pro-Rata Bonus(2)

$
95,534


$
20,561



Severance
Bonus(1)

$
664,350


$
1,076,250


$
2,968,750Accrued PTO

$
39,196


$
33,115


$
73,078COBRA(1)

$
21,886


$
15,950


$
20,605Accelerated Vesting of Restricted Shares(3)

$
249,106


$
152,070


$
525,179Total

$
1,734,422


$
2,374,196


$
5,962,612  (1)
With respect to salary and severance bonus, represents 150% for Mr. Coco, and 250% for Messrs. Richardson and Smith,
of his annual base salary and target annual incentive opportunity at the time of termination of employment and is payable over 18 months. With respect to COBRA, represents the employer portion of COBRA premium payments for 18 months.  (2)
Represents payment of the individuals annual incentive opportunity for the full-year 2018 to the extent earned, pro-rated based on the number of days he was employed.  38




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##### Table of Contents

(3)
Represents the value on the date of vesting based on the closing price of our stock on the vesting date for the
acceleration of time-based restricted shares on the date of termination of employment as described in footnote 1 to the Stock Vested for 2018 Table and performance-based restricted shares that vested on February 27, 2019 as described in
footnote 6 to the Outstanding Equity Awards at Fiscal Year-End Table. The following table sets forth the number of restricted shares that were forfeited immediately upon termination of employment, the number
of performance-based restricted shares that forfeited on February 27, 2019 due to failure to achieve the threshold level of performance, and the value of the restricted shares that were forfeited based on the closing market prices of our stock
on the applicable dates of forfeiture.  Restricted Shares Forfeitedon Date of Termination


Restricted Shares Forfeited
on February 27, 2019


Value of Forfeited
Restricted SharesCoco


88,939



13,477



$   689,017Richardson


44,834



37,599



$  590,684Smith


90,150



135,222



$1,523,064
  Severance Arrangements
 Our employment agreement with Ms. Baier and the Severance Policy provide for severance payments and benefits for certain terminations of employment of our named executive
officers. In addition, the restricted share agreements of our named executive officers provide for the treatment of outstanding restricted shares upon certain terminations of employment. During 2018, each of our named executive officers (other than
Mr. Smith and Ms. Sparks) participated in the Severance Policy, and effective March 1, 2018, Ms. Baier ceased participation in the Severance Policy. Summaries of such arrangements are set forth below. Unless otherwise indicated,
cause, good reason and change in control are defined in the employment agreement or Severance Policy, as applicable, or with respect to the outstanding restricted share agreements, our 2014 Omnibus Incentive Plan.
In addition to the severance pay and benefits described below, upon any termination of a named executive officers employment, the executive will be entitled to receive a payout of up to 160 hours of the executives paid time off (PTO)
balance. Employment Agreements Under
Ms. Baiers employment agreement, in the event her employment is terminated by us without cause or by Ms. Baier for good reason, in each case other than within 18 months following a change in control, she will be entitled to: (i) 150%
of her base salary and target annual bonus for the year of termination, payable over 18 months; (ii) an annual bonus for the year of termination (to the extent earned under the terms of the bonus plan),
pro-rated based on the number of days she was employed, and (iii) if then eligible for, and she elects continuation of health coverage under COBRA, we will pay the employer portion of her COBRA premium
payments for 18 months as if she were still an active employee (the COBRA Benefits). In the event Ms. Baiers employment is terminated by us
without cause or by Ms. Baier for good reason, in each case within 18 months following a change in control, she will be entitled to: (i) 200% of her base salary payable over 18 months, (ii) 200% of her target bonus for the year of termination
paid in a lump sum on the 60th day following such termination; (iii) an annual bonus for the year of termination (to the extent earned under the terms of the bonus plan), pro-rated based on the number of
days she was employed, and (iv) the COBRA Benefits for 18 months. If Ms. Baiers employment is terminated by reason of her death or
disability (as defined in the employment agreement), she (or her beneficiary or estate, as applicable) will be entitled to receive an annual bonus for the year of termination (to the extent earned under the terms of the bonus plan), pro-rated based on the number of days she was employed. Payments of such severance pay and benefits under the employment agreement
are conditioned on Ms. Baier having signed and returned an effective waiver and release of claims in a form satisfactory to us and continuing to comply with all applicable restrictive covenants. She must acknowledge in such release that all
restrictive covenants to which she is a party will remain in force for the period specified in such covenants. A breach of such covenants will result in the cessation of severance pay and benefits and may result in her being required to repay
certain severance pay and benefits already provided as well as certain costs and expenses.  39




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##### Table of Contents

Termination of Ms. Baiers employment within 30 days of the end of the initial term or any renewal term of
the employment agreement following the provision of written notice of non-renewal by us will be treated as a termination of Ms. Baiers employment without cause for purposes of the employment
agreement and for purposes of any equity awards previously granted to Ms. Baier or granted to her during the term of the employment agreement. With respect to
any termination of Ms. Baiers employment, treatment of outstanding restricted shares will be as provided in the applicable award agreement governing such awards, as described below. Any payments that are not deductible by us under Section 280G of the Internal Revenue Code will be cut back only to the extent that the cutback results in a better after-tax position for Ms. Baier. The employment agreement contains customary
non-competition, non-solicitation, confidentiality and mutual non-disparagement covenants. The
non-competition restrictions will continue in effect during Ms. Baiers employment and for one year following termination of employment. The non-solicitation
restrictions will continue in effect during her employment and for two years following her termination of employment. The confidentiality and mutual non-disparagement obligations will apply during her
employment and thereafter. The non-competition provisions provide that Ms. Baier shall not directly or indirectly,
either as a principal, agent, employee, employer, consultant, partner, shareholder of a closely held corporation or shareholder in excess of five percent (5%) of a publicly traded corporation, corporate officer or director, or in any other
individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is a Competing Business in the Area (each as defined below). For purposes of this provision: Area means a fifteen
(15) mile radius of any senior living facility owned, managed or operated by us (or our successor) at the time Ms. Baiers employment is terminated; and Competing Business means the business of owning, operating or
managing senior living facilities having gross annualized revenues of at least $35 million or owning, operating or managing, in the aggregate, at least 1,000 units/beds provided that at least 750 units/beds owned, operated or managed by such
business are located within the Area. Mr. Smiths former employment agreement provided for substantially the same severance pay and benefits and
post-employment covenants, except that his multiple of base salary and target annual bonus was 250% for termination of employment without cause or for good reason other than within 12 months following a change in control and was 300% for termination
of employment without cause or for good reason within 12 months following a change in control. Severance Policy Ms. Patchett participates, and Messrs. Coco and Richardson participated, in our Severance Policy as a Designated Officer as defined therein, and Messrs.
Swain and White participate in our Severance Policy as a Selected Officer as defined therein. On March 1, 2018, the Committee approved certain amendments to the Severance Policy, which amendments were set forth in an amendment and
restatement of the Severance Policy effective April 15, 2018. As a result of such amendments, among other things, effective for terminations of employment on or after December 13, 2018, the amount payable to a Designated Officer for
termination of employment without cause was reduced from 250% of the sum of such executives annual base salary and target annual bonus to 150% of such sum, and the amount payable to a Designated Officer for termination of employment without
cause or for good reason within 18 months of a change in control was reduced from 300% to 200% of such sum.  40




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##### Table of Contents

The table below sets forth the severance pay and benefits available under the Severance Policy for the participating
named executive officers assuming a separation from service (as defined in the Severance Policy) on or after December 13, 2018.  Separation without Cause notwithin 18 Months of Changein Control

Separation without Cause or for
Good Reason within 18 Months
of Change in Control

Other Severance Pay and
Benefits for Both
CircumstancesDesignated Officer

  150% of base salary and target annual bonus
payable over 18 months

  200% of base salary
payable over 18 months    200% of
target annual bonus payable 60 days after termination

  Pro-rated annual bonus for the year of
termination to the extent earned, payable when such bonus would otherwise be dueSelected Officer

  100% of base salary and target annual bonus
payable over 12 months

  150% of base
salary and target annual bonus payable over 18 months

  COBRA Benefits for length of severance payment
period Payments of such severance pay and benefits under the Severance Policy are conditioned upon the executive having signed and returned an
effective waiver and release of claims in a form satisfactory to us and continuing to comply with all applicable restrictive covenants. The executive must acknowledge in such release that all restrictive covenants to which he or she is a party will
remain in force for the period specified in such covenants. A breach of such covenants will result in the cessation of severance pay and benefits and may result in such executives being required to repay certain severance pay and benefits
already provided as well as certain costs and expenses. If payments pursuant to the Severance Policy are not deductible by us under Section 280G of the Internal Revenue Code, such payments shall be reduced (or repaid) in order to ensure our
deduction of payments in connection with a change in control. Outstanding Restricted Share Agreements Time-Based Restricted Shares With respect to time-based restricted shares that
vest ratably on an annual basis: (i) if an executives employment is terminated by us without cause or due to death or disability (or with respect to Ms. Baiers awards granted on or after March 1, 2018 by her for good reason as
defined in her employment agreement), the next tranche of unvested restricted shares will immediately vest and the remaining unvested restricted shares will immediately be forfeited; and (ii) upon the occurrence of a change in control, the next
tranche of unvested restricted shares will immediately vest and the remaining unvested restricted shares will remain outstanding and eligible to vest on the previously established vesting dates, subject to continued employment. In addition, in the
event an executives employment is terminated by us without cause or by the executive for good reason (as defined in Ms. Baiers employment agreement or the Severance Policy, as applicable) within 12 months following such change in
control, all remaining unvested restricted shares will immediately vest. With respect to time-based restricted shares awarded in January 2018 for which 75% are
eligible to vest on February 27, 2021 and 25% are eligible to vest on February 27, 2022: (i) if an executives employment is terminated by us without cause or due to death or disability, the next tranche of unvested restricted shares
will immediately vest and the remaining unvested restricted shares will immediately be forfeited; provided, however, that if the termination occurs on or prior to February 27, 2019, 25% of the unvested restricted shares will immediately vest
and the remaining unvested restricted shares will immediately be forfeited and if the termination occurs after February 27, 2019 and on or before February 27, 2020, 50% of the unvested restricted shares will immediately vest and the
remaining unvested restricted shares will immediately be forfeited; and (ii) upon the occurrence of a change in control, the next tranche of unvested restricted shares will immediately vest, and the remaining unvested restricted  41




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##### Table of Contents

shares will remain outstanding and will vest on the previously established vesting dates, subject to continued employment; provided, however, that if the change in control occurs on or prior to
February 27, 2019, 25% of the unvested restricted shares will immediately vest and if the change in control occurs after February 27, 2019 and on or before February 27, 2020, 50% of the unvested restricted shares will immediately
vest. In addition, in the event an executives employment is terminated by us without cause or by the executive for good reason (as defined in the Severance Policy) within 12 months following such change in control, all remaining unvested
restricted shares will immediately vest. 2015 through 2017 Performance Awards With respect to performance-based restricted shares awarded in 2015 through 2017, if an executives employment is terminated by us without cause or due to death or
disability, the unvested restricted shares eligible to vest on the next vesting date will remain outstanding until the next vesting date (with all other unvested restricted shares from the award immediately being forfeited) and will vest only if and
to the extent that the relevant performance targets for such tranche are achieved. However, with respect to such outstanding awards, if the termination occurs on or prior to the second anniversary or first anniversary prior to the vesting date for
the first tranche of shares, the executive will only be able to achieve vesting of up to 25% or 50%, respectively, of the unvested restricted shares based on our one-year or
two-year CAGR of Adjusted CFFO per share or Combined Adjusted Free Cash Flow, as applicable, respectively. Under the terms
of such outstanding awards, upon the occurrence of a change in control, all of the shares will automatically convert to time-based restricted shares. In addition, upon the date of the change in control, the next tranche of these shares will
immediately vest. However, with respect to such outstanding awards, if the change in control occurs on or prior to the second anniversary or first anniversary prior to the vesting date for the first tranche of shares, only 25% or 50%, respectively,
of such shares will immediately vest. All other shares will remain outstanding and eligible to vest on the previously established vesting dates, subject to continued employment. In the event an executives employment is terminated by us without
cause or by the executive for good reason (as defined in the Severance Policy) within 12 months following such change in control, all remaining unvested restricted shares will immediately vest. 2018 Performance Awards With respect to the performance-based restricted
shares awarded in 2018, if an executives employment is terminated by us without cause or due to death or disability (or with respect to Ms. Baiers award, by her for good reason as defined in her employment agreement): (i) on or
before February 27, 2019, one-third of the shares will remain outstanding and eligible to vest on February 27, 2019 based on, and subject to, the 15-day volume
weighted average price per share (VWAP) as of December 31, 2018 compared to a partial-period TSR target, and the remainder of such outstanding shares will be immediately forfeited; (ii) after February 27, 2019 and on or
before February 27, 2020, two-thirds of the shares will remain outstanding and eligible to vest on February 27, 2020 based on, and subject to, the 15-day VWAP as of December 31, 2019 compared to a
partial-period TSR target, and the remainder of such outstanding shares will be immediately forfeited; and (iii) after February 27, 2020, 100% of the shares will remain outstanding and eligible to vest on February 27, 2021 based on, and
subject to, the 15-day VWAP as of December 31, 2020 compared to the stated TSR target. Under the terms of such outstanding restricted shares, upon the
occurrence of a change in control occurring (i) on or before February 27, 2019, one-third of the shares will accelerate and vest and the remainder will convert to time-based restricted shares
eligible to vest in two equal annual installments beginning on February 27, 2020, subject to continued employment; (ii) after February 27, 2019 and on or before February 27, 2020, two-thirds of
the shares will accelerate and vest and the remainder will convert to time-based restricted shares eligible to vest on February 27, 2021, subject to continued employment; and (iii) after February 27, 2020 and on or before
February 27, 2021, all of the shares will accelerate and vest. In the event that the executives employment is terminated by us without cause or by the executive for good reason (as defined in Ms. Baiers employment agreement or the
Severance Policy, as applicable) within 12 months following such change in control, all remaining unvested shares will immediately vest.  42




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##### Table of Contents

2019 Performance Awards With
respect to the performance-based restricted shares awarded in 2019, if an executives employment is terminated by us without cause or due to death or disability (or with respect to Ms. Baiers award, by her for good reason as defined in
her employment agreement): (i) on or before February 27, 2020, one-third of the shares eligible to vest on February 27, 2022 based on the CAGR of Same-Community RevPAR performance goal (together with any additional shares that may be issued as a
result of performance in excess of the target level, the First Tranche Shares) and one-fourth of the shares eligible to vest on February 27, 2023 based on the relative TSR performance goal (together with any additional shares that may be
issued as a result of performance in excess of the target level, the Second Tranche Shares) will remain outstanding and eligible to vest upon the Committees certification of our performance following December 31, 2021, and the
remainder of such outstanding shares will be immediately forfeited; (ii) after February 27, 2020 and on or before February 27, 2021, two-thirds of the First Tranche Shares and one-half of the Second Tranche Shares will remain outstanding and
eligible to vest upon the Committees certification of our performance following December 31, 2021, and the remainder of such outstanding shares will be immediately forfeited; (iii) after February 27, 2021 and before December 31, 2021, all of
the First Tranche Shares and three-fourths of the Second Tranche Shares will remain outstanding and eligible to vest upon the Committees certification of our performance following December 31, 2021, and the remainder of such outstanding shares
will be immediately forfeited; (iv) on or after December 31, 2021 and on or before February 27, 2022, all of the then outstanding First Tranche Shares and three-fourths of the then outstanding Second Tranche Shares (in each case, such number of
shares to be determined following application of the performance goals and targets) will vest upon the Committees certification of our performance and the remainder of such Second Tranche Shares will be immediately forfeited; and (v) after
February 27, 2022, all of the then outstanding Second Tranche Shares will vest effective upon the date of termination. Under the terms of such outstanding
restricted shares, upon the occurrence of a change in control, such shares will be converted into time-based restricted shares if it occurs before December 31, 2021, and such shares shall vest or remain outstanding and eligible to vest as follows:
(i) if the change in control occurs on or before February 27, 2020, one-third of the First Tranche Shares and one-fourth of the Second Tranche Shares will accelerate and vest, and the remaining First Tranche Shares and Second Tranche Shares will be
eligible to vest on February 27, 2022 and February 27, 2023, respectively, subject to continued employment; (ii) if the change in control occurs after February 27, 2020 and on or before February 27, 2021, two-thirds of the First Tranche
Shares and one-half of the Second Tranche Shares will accelerate and vest, and the remaining First Tranche Shares and Second Tranche Shares will be eligible to vest on February 27, 2022 and February 27, 2023, respectively, subject to continued
employment; (iii) if the change in control occurs after February 27, 2021 and before December 31, 2021, all of the First Tranche Shares and three-fourths of the Second Tranche Shares will accelerate and vest, and the remaining Second Tranche Shares
will be eligible to vest on February 27, 2023, subject to continued employment; (iv) if the change in control occurs on or after December 31, 2021 and on or before February 27, 2022, all of the then outstanding First Tranche Shares and three-fourths
of the then outstanding Second Tranche Shares (in each case, such number of shares to be determined following application of the performance goals and targets) will accelerate and vest, and the remaining Second Tranche Shares will be eligible to
vest on February 27, 2023, subject to continued employment; and (v) if the change in control occurs after February 27, 2022, all of the then outstanding Second Tranche Shares will accelerate and vest. In the event that the executives
employment is terminated by us without cause, or by the executive for good reason (as defined in Ms. Baiers employment agreement or the Severance Policy, as applicable), within 12 months following such change in control, all then outstanding
First Tranche Shares and Second Tranche Shares will accelerate and vest. Definitions of Change in Control, Cause and Good Reason Under Ms. Baiers employment agreement, the Severance Policy, and our 2014 Omnibus Incentive Plan, a change in control shall be deemed to have
occurred if (a) any person becomes the beneficial owner of securities representing fifty percent (50%) or more of the combined voting power of our outstanding securities (not including in the securities beneficially owned by such person any
securities acquired directly from us or any of our affiliates); (b) we or any of our subsidiaries merge or consolidate with any other corporation, except when the individuals who comprise the Board immediately prior to the transaction constitute at
least a majority of the Board of Directors of the  43




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##### Table of Contents

surviving entity (or its ultimate parent); or (c) our stockholders approve a plan of liquidation or dissolution or we complete the sale of all or substantially all of our assets (other than
a sale to an entity, at least fifty percent (50%) of the combined voting power of the securities of which are owned by our stockholders after the transaction in substantially the same proportions as their ownership of us prior to the transaction, or
other than a sale immediately following which the individuals who comprise the Board immediately prior to the transaction constitute at least a majority of the Board of Directors of the entity to which the assets are sold (or its ultimate parent)).
In addition, for purposes of our 2014 Omnibus Incentive Plan, a change in control shall be deemed to have occurred if the following individuals cease for any reason to constitute a majority of the number of directors then serving on the
Board: individuals who were directors on June 5, 2014 and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent
solicitation, relating to the election of directors) whose appointment or election by the Board or nomination for election by the Companys stockholders was approved or recommended by a vote of at least
two-thirds of the directors then still in office who either were directors on June 5, 2014 or whose appointment, election or nomination for election was previously so approved or recommended. In any
event, a change of control shall not be deemed to have occurred by virtue of the consummation of any transaction (or series of integrated transactions) immediately following which our stockholders prior to the transaction(s) continue to
have substantially the same proportionate ownership in any entity which owns all or substantially all of the assets of the us immediately following such transaction(s). Under Ms. Baiers employment agreement and the Severance Policy, cause means (a) conviction of, guilty plea concerning or confession of any
felony; (b) any act of fraud, theft or embezzlement committed by the executive in connection with our or our subsidiaries business; (c) any material breach of any reasonable and lawful rule or directive; (d) the gross or willful
neglect of duties or gross misconduct by the executive; or (e) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Boards good faith determination materially interferes with the
performance of the executives duties. For purposes of Ms. Baiers employment agreement, cause is also defined to include any material breach by Ms. Baier of the agreement, after notice and opportunity to cure. Under
the 2014 Omnibus Incentive Plan, unless otherwise defined in an employment agreement applicable to the executive, cause means the continued failure of the executive to substantially perform his or her duties and obligations, the
executives fraud or material dishonesty against us, or the executives conviction or plea of guilty or nolo contendere for the commission of a felony or a crime involving material dishonesty. Under Ms. Baiers employment agreement and the Severance Policy, good reason means the occurrence, without the executives written consent, of
any of the following circumstances, unless such circumstances are fully corrected by us within thirty (30) days following written notice by the executive that he or she intends to terminate employment for one of the reasons set forth below:
(i) the failure by us to pay to the executive any portion of his or her base salary or bonus within thirty (30) days of the date such compensation is due; (ii) the relocation of the executives principal office to a location
outside a fifty (50) mile radius from the executives present principal office location; or (iii) the executive is assigned duties, compensation or responsibilities that are materially and significantly reduced with respect to the
scope or nature of his or her duties, compensation and/or responsibilities. For purposes of Ms. Baiers employment agreement, good reason is also defined to include any material breach by us of the agreement.  44




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##### Table of Contents

Compensation Committee Interlocks and Insider Participation During 2018, Mses. Clegg and Warren, Messrs. Bumstead and Wielansky, and former director Jeffrey R. Leeds served on the Committee. None of these persons has at any time
been an officer or employee of us or any of our subsidiaries. In addition, there are no relationships among our executive officers, members of the Committee or entities whose executives serve on the Board or the Committee that require disclosure
under applicable SEC regulations. Pay Ratio For
2018, the ratio of the total annual compensation of Ms. Baier to the median of the annual total compensation of all of our other employees was 232:1. The median of the annual total compensation of our employees, other than Ms. Baier, was
$20,111 for 2018. We identified the median employee using our employee population of approximately 65,000 employees as of December 31, 2018, 34% of whom are
part-time. In determining the median employee, we did not make any full-time equivalent adjustments to compensation of our part-time employees. Consistent with the prior year, to identify the median employee, we used amounts reported in box 5 of
wage statements on Form W-2 as our consistently applied compensation measure. We then calculated the annual total compensation for the identified employee in accordance with the requirements of the Summary
Compensation Table (including matching contributions to our 401(k) Plan and premiums on Company-provided life and disability insurance). For the annual total compensation of Ms. Baier, we used the amount reported in the total column
of the Summary Compensation Table.  45




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##### Table of Contents

Director
Compensation  Non-Employee Director Compensation Program During 2018, the Committee reviewed the non-employee director compensation program applicable to each non-employee director, including receiving a market compensation study from the Consultant regarding the practices of the compensation peer group approved by the Committee for 2018. Following such review, the
Committee determined not to make any changes to the non-employee director compensation program. Elements of Non-Employee
Director Compensation Program  Cash FeesAnnual Retainer

$
100,000


Cash retainers are payable quarterly in arrears and are pro-rated for service less than the full year. Cash meeting fees are payable
quarterly in arrears for attendance by the director or committee member in person or telephonically. Each director has the opportunity to elect to receive either immediately vested shares or restricted stock units in lieu of up to 50% of quarterly
cash compensation, as described below.Annual Committee Chair Retainers:Audit

$
20,000Compensation/NCG

$
15,000Investment

$
10,000Meeting Attendance Fees:Per Board Meeting

$
3,000Per Committee Meeting

$
2,000Equity AwardsAnnual Grant of Immediately Vested Stock under 2014 Omnibus Incentive Plan


$  100,000


Typically granted in February each year for service in the prior year and pro-rated for service less than the full year. Directors may elect to receive restricted stock units (as described
below) in lieu of the immediately vested shares.Initial Grant of Restricted Shares under 2014 Omnibus Incentive Plan


$  100,000


Granted to each new non-employee director upon joining the Board. The restricted shares are eligible to vest on the first anniversary of the date of
grant, subject to the directors continued service. Each non-employee director has the opportunity to elect to receive either immediately vested shares or restricted stock units in lieu of
up to 50% of the directors quarterly cash compensation, and to elect to receive restricted stock units in lieu of the annual grant of immediately vested shares. Immediately vested shares are issued under our Director Stock Purchase Plan, and
restricted stock units are issued under our 2014 Omnibus Incentive Plan. With respect to quarterly cash elections, the number of shares or restricted stock units to be issued is based on the closing price of our common stock on the date of issuance,
or if such date is not a trading date, on the previous trading days closing price. Each restricted stock unit will be payable in the form of one share of our common stock following the directors termination of service as a member of the
Board.  46




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##### Table of Contents

Compensation of Current Chairman of the Board On March 1, 2018, upon the recommendation of the Committee, the Board approved compensatory arrangements for Mr. Wielanskys service as a non-employee director and Non-Executive Chairman of the Board. For his service as a non-employee director, Mr. Wielansky receives
compensation applicable generally to non-employee directors described above. In addition, for his service as Non-Executive Chairman, Mr. Wielansky receives an
annual cash retainer of $250,000, which was pro-rated for his partial year of service in 2018. All cash amounts are payable as noted in the table above. In April 2018, we announced that we had entered into mutually-beneficial agreements with Ventas, Inc. under which we would restructure our portfolio of 128 communities
that we leased from Ventas. The Committee and the Board evaluated the significance of the transactions to the Company, including the expected benefits thereof, and the extraordinary efforts of Mr. Wielansky to advise the Companys
management team in its successful negotiation of such agreements, and determined to pay Mr. Wielansky an additional one-time cash retainer of $50,000. Compensation of Former Executive Chairman of the Board Daniel A. Decker resigned from the Board and as Executive Chairman effective March 1, 2018. Mr. Deckers compensation arrangements for 2018 were approved
by the Board, upon recommendation of the Committee after reviewing such arrangements with the Consultant, in connection with Mr. Deckers appointment as Executive Chairman in 2016. Under such arrangements, Mr. Decker received an
annual cash retainer of $100,000 for his service as a director and an annual cash retainer of $500,000 for his service as Executive Chairman of the Board, each of which was pro-rated for his partial year of service in 2018. In addition, he was
entitled to cash meeting fees of $3,000 for each meeting of the Board and $2,000 for each meeting of the committees of the Board that he attended in person or by phone in his capacity as a member or Chairman of the Board, subject to a maximum of
$75,000 of meeting fees each fiscal year. As an employee, Mr. Decker was also eligible to receive coverage for himself and his dependents under our group health plan on the terms generally applicable to other participants in such plan.
Mr. Deckers cash retainers were paid in accordance with our ordinary payroll practices during 2018, and cash meeting fees were paid quarterly in arrears. Since Mr. Decker was not expected to be present at our offices on a permanent
basis, he was not expected to relocate and we provided him with a rental car while he was present in the Nashville area. The Committee awarded 26,245
performance-based restricted shares to Mr. Decker on January 5, 2018. The number of shares was equivalent to the number of performance-based restricted shares awarded to Mr. Decker in 2016 which had an absolute total stockholder
return performance goal and all of which forfeited effective December 29, 2017 due to failure to achieve the threshold performance level. The Committee awarded such restricted shares in 2018, and chose the applicable performance goal and
targets, as a result of Mr. Deckers role in the then-ongoing strategic review process. The restricted shares were eligible to vest on December 31, 2018 subject to Mr. Deckers continued service as a director or employee and
achievement a stock price performance goal. The stock price was to be measured based on the volume weighted average price per share for the 15 trading days preceding the earlier to occur of the date that Mr. Decker ceased to serve as Executive
Chairman or December 31, 2018, with 100% of the shares to vest if such stock price were $16.00 per share and 50% of the shares to vest if such stock price were at least $14.50 per share, with no interpolation between those levels. Any shares
for which the performance goal was not met would be forfeited, and all of such shares forfeited upon Mr. Deckers resignation effective March 1, 2018.  47




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##### Table of Contents

Director Stock Ownership Guidelines The Board has adopted Stock Ownership Guidelines that require each of our non-employee directors to maintain ownership of a number
of shares of our common stock with a value equal to three times the non-employee directors annual cash retainer for service on the Board, exclusive of any retainers for service as the Chairman of the
Board or of any committee and any cash meeting fees. Unvested equity awards do not generally count toward satisfaction of the guidelines. Stock ownership levels are required to be achieved by the fifth anniversary of the directors initial
appointment or election to the Board (or, if later, the fifth anniversary of adoption of the guidelines). Until the expected ownership level is achieved, each director is expected to retain at least 50% of any shares obtained through our stock
incentive plans. As of April 24, 2019, each of our non-employee directors holds a number of shares in excess of the
number required by the guidelines, except for Mses. Johnson-Mills and Warren, who were appointed to the Board in 2018. Each of them will be expected to retain at least 50% of any shares obtained through our stock incentive plans until the required
holding level is met. Director Compensation for 2018 The following table sets forth the compensation awarded to, earned by, or paid to our directors for the year ended December 31, 2018, other than Ms. Baier and
Mr. Smith. See Executive Compensation for information regarding their compensation. Each of the directors included in the table served for the full-year 2018, except that Mses. Johnson-Mills and Warren joined the Board on August 3,
2018 and October 4, 2018, respectively, Mr. Leeds departed the Board upon the expiration of his term on October 4, 2018, Mr. Decker resigned from the Board effective March 1, 2018, and Mr. Petty resigned from the Board effective February 21, 2018.  Name

Fees Earned orPaid in Cash


Stock
Awards(1)(2)


All OtherCompensation


TotalMarcus E. Bromley

$
187,000


$
43,831(3)


$



$
230,831Frank M. Bumstead

$
216,000


$
99,994(3)


$



$
315,994Jackie M. Clegg

$
223,000
(4)

$
99,994(3)


$



$
322,994Rita Johnson-Mills

$
55,033


$
99,991(5)


$



$
155,024James R. Seward

$
226,167


$
99,994(3)


$



$
326,161Denise W. Warren

$
32,185


$
99,996(5)


$



$
132,181Lee S. Wielansky

$
453,583


$
99,994(3)


$



$
553,577Jeffrey R. Leeds

$
173,087


$
99,994(3)


$



$
273,081Daniel A. Decker

$
138,077


$
80,047(6)


$
3,532
(7)

$
221,656William G. Petty, Jr.

$
15,889


$
99,994(3)


$



$
115,883  (1)
Represents the aggregate grant date fair value of awards of immediately vested stock and/or restricted shares computed in
accordance with ASC 718. See Note 14 to our Consolidated Financial Statements included in the Original Filing for a summary of the assumptions made in the valuation of these awards.  (2)
As of December 31, 2018: (i) none of the directors held any unvested stock awards, except that each of Mses.
Johnson-Mills and Warren held 10,266 and 11,299 time-based restricted shares, respectively; and (ii) Ms. Clegg held 6,850 vested restricted stock units.  (3)
Represents the grant date fair value of the annual grant of unrestricted shares for the previous year served awarded on
January 5, 2018, consisting of 4,528 immediately vested shares for Mr. Bromley and 10,330 immediately vested shares for Messrs. Bumstead, Seward, Wielansky, Leeds and Petty and Ms. Clegg.  48




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##### Table of Contents

(4)
Ms. Clegg elected to receive immediately vested shares in lieu of a portion of her cash compensation for service
during 2018. The reported amount includes: 5,570 immediately vested shares issued on April 1, 2018 for service during the first quarter of 2018 with a grant date fair value of $37,375; 3,176 immediately vested shares issued on July 1, 2018
for service during the second quarter of 2018 with a grant date fair value of $28,870; and 2,325 immediately vested shares issued on October 1, 2018 for service during the third quarter of 2018 with a grant date fair value of $22,367.  (5)
Represents the grant date fair value of the initial grant of time-based restricted shares in connection with Mses.
Johnson-Mills and Warren joining the Board during 2018, consisting of 10,266 shares for Ms. Johnson-Mills awarded on August 29, 2018 and 11,299 shares for Ms. Warren awarded on October 11, 2018.  (6)
Represents the grant date fair value of a grant of 26,245 performance-based restricted shares awarded on January 5,
2018. All of such shares forfeited upon Mr. Deckers resignation from the Board.  (7)
Includes the employer matching contribution to our 401(k) Plan and premiums on Company-provided life and disability
insurance and amounts paid by the Company for Mr. Deckers rental car in the Nashville area.  49




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##### Table of Contents

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters. Security Ownership of Certain Beneficial Owners and Management The following table sets forth, as of April 24, 2019, the total number of shares of our common stock beneficially owned, and the percent so owned, by (1) each
person known by us to own more than 5% of our common stock, (2) each of our directors and named executive officers and (3) all directors and executive officers as a group, based on 194,106,154 shares of our common stock (including
restricted shares) outstanding as of that date. Unless otherwise indicated, each of the beneficial owners listed has, to the Companys knowledge, sole voting and investment power with respect to the indicated shares of common stock. Unless
otherwise indicated, the address of each person named in the table is c/o Brookdale Senior Living Inc., 111 Westwood Place, Suite 400, Brentwood, Tennessee 37027.  Name of Beneficial Owner

Number of Shares(1)


PercentageExecutive Officers and DirectorsLucinda M. Baier


1,344,934



*Steven E. Swain


271,892



*Mary Sue Patchett


304,285



*Chad C. White


133,615



*Marcus E. Bromley


60,966



*Frank M. Bumstead


191,019



*Jackie M. Clegg


103,678



*Rita Johnson-Mills


17,322



*James R. Seward


125,173



*Denise W. Warren


24,401



*Lee S. Wielansky


72,341



*All executive officers
and directors as a group (14 persons)


3,208,037



1.7%5% StockholdersThe Vanguard
Group (2)


17,110,223



8.8%Dimensional Fund
Advisors LP (3)


15,745,300



8.1%BlackRock, Inc. (4)


15,135,913



7.8%Glenview Capital
Management, LLC (5)


14,535,690



7.5%Camber Capital
Management (6)


11,000,000



5.7%  *
Less than 1%  (1)
Consists of shares held, including all restricted shares held (whether or not such restricted shares have transfer and/or
voting restrictions). For Mses. Clegg and Johnson-Mills, also includes 6,850 and 1,060 vested restricted stock units held by the director, respectively, which were issued at the directors election in lieu of a portion of quarterly cash
compensation for service as a director.  (2)
Information regarding The Vanguard Group (Vanguard) is based solely on a Schedule 13G/A filed with the SEC on
February 11, 2019 by Vanguard. Vanguard reported that it has sole voting power with respect to 182,706 shares, shared voting power with respect to 39,627 shares, sole dispositive power with respect to 16,906,503 shares and shared dispositive
power with respect to 203,720 shares. The address of the principal business office of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.  50




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##### Table of Contents

(3)
Information regarding Dimensional Fund Advisors LP (Dimensional Fund) is based solely on a Schedule 13G/A
filed with the SEC on February 8, 2019 by Dimensional Fund. Dimensional Fund reported that it has sole voting power with respect to 15,318,412 shares and sole dispositive power with respect to 15,745,300 shares. The address of the principal
business office of Dimensional Fund is Building One, 6300 Bee Cave Road, Austin, Texas 78746.  (4)
Information regarding BlackRock, Inc. (BlackRock) is based solely on a Schedule 13G filed with the SEC on
February 8, 2019 by BlackRock. BlackRock reported that it has sole voting power with respect to 14,663,125 shares and sole dispositive power with respect to 15,135,913 shares. The address of the principal business office of BlackRock is 55 East
52nd Street, New York, NY 10055.  (5)
Information regarding Glenview Capital Management, LLC (Glenview) is based solely on a Schedule 13G/A filed
with the SEC on February 14, 2019 by Glenview and Larry Robbins. Glenview reported that it has shared voting power and shared dispositive power with respect to 14,535,690 shares. The address of the principal business office of Glenview is 767
Fifth Avenue, 44th Floor, New York, New York 10153.  (6)
Information regarding Camber Capital Management LP (Camber) is based solely on a Schedule 13G filed with the
SEC on March 18, 2019 by Camber and Stephen DuBois. Camber reported that it has shared voting and shared dispositive power with respect to 11,000,000 shares. The address of the principal business office of Camber is 101 Huntington Avenue, Suite
2101, Boston, Massachusetts 02199. Equity Compensation Plan Information The following table provides certain information as of December 31, 2018 with respect to our equity compensation plans (after giving effect to shares issued and/or
vesting on such date): Equity Compensation Plan Information  Plan category

Number of securities
to be issued upon
exercise of outstanding options, warrants and rights
(a) (1)

Weighted-average
exercise price of outstanding options, warrants and rights
(b)

Number of securities
remaining available for
future issuance under
equity compensationplans (excludingsecurities reflected incolumn (a)) (c)Equity compensation plans approved by
security holders (2)






8,871,506Equity compensation plans not approved by
security holders (3)






35,936Total






8,907,442  (1)
As of December 31, 2018, an aggregate of 5,756,435 shares of unvested restricted stock were outstanding under our
2014 Omnibus Incentive Plan, and an aggregate of 6,850 vested restricted stock units were outstanding under our Omnibus Stock Incentive Plan. Such shares of restricted stock and restricted stock units are not reflected in the table above. Our 2014
Omnibus Incentive Plan allows awards to be made in the form of stock options, stock appreciation rights, restricted shares, restricted stock units, unrestricted shares, performance awards and other stock-based awards.  (2)
The number of shares remaining available for future issuance under equity compensation plans approved by security holders
consists of 8,237,094 shares remaining available for future issuance under our 2014 Omnibus Incentive Plan and 634,412 shares remaining available for future issuance under our Associate Stock Purchase Plan.  (3)
Represents shares remaining available for future issuance under our Director Stock Purchase Plan. Under the existing
compensation program for the members of our Board of Directors, each non-employee director has the opportunity to elect to receive either immediately vested shares or restricted stock units in lieu of up to
50% of his or her quarterly cash compensation. Any immediately vested shares that are elected to be received will be issued pursuant to the Director Stock Purchase Plan. Under the director compensation program, all cash amounts are payable quarterly
in arrears, with payments to be made on April 1, July 1, October 1 and January 1. Any immediately vested shares that a director elects to receive under the Director Stock Purchase Plan will be issued at the same time that cash
payments are made. The number of shares to be issued will be based on the closing price of our common stock on the date of issuance (i.e., April 1, July 1, October 1 and January 1), or if such date is not a trading date, on the
previous trading days closing price. Fractional amounts will be paid in cash. The Board of Directors initially reserved 100,000 shares of our common stock for issuance under the Director Stock Purchase Plan.  51




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##### Table of Contents

Item 13. Certain Relationships and Related Transactions, and Director
Independence.  Certain Relationships and
Related Transactions  The Board has adopted a written Policy and Procedures with
Respect to Related Person Transactions, which we refer to as our Related Person Policy. Pursuant to the terms of the Related Person Policy, we will enter into or ratify related person transactions only when the Audit Committee determines that the
transaction in question is in, or is not inconsistent with, the best interests of the Company and our stockholders. Related person transactions that are identified
as such prior to the consummation thereof or amendment thereto may be consummated or amended only if the transaction has been reviewed and approved in advance by the Audit Committee (or in those instances where the General Counsel determines that it
is not practicable or desirable for the Company to wait until the next Audit Committee meeting, by the chair of the Audit Committee). All Related Persons (defined below) and all business unit leaders responsible for a proposed transaction are
required to report to our legal department any potential related person transaction prior to entering into the transaction. The legal department will determine whether the transaction is a related person transaction and, therefore, should be
submitted to the Audit Committee for consideration. In the event our Chief Executive Officer, Chief Financial Officer or General Counsel becomes aware of a pending or ongoing related person transaction that has not been previously approved or
ratified, the transaction will promptly be submitted to the Audit Committee or its chair, which will evaluate all available options, including ratification, amendment or termination of the transaction. In the event any of such persons become aware
of a completed related person transaction that has not been previously approved or ratified, the Audit Committee or its chair shall evaluate the transaction to determine if rescission of the transaction and/or any disciplinary action is appropriate. At the Audit Committees first meeting of each fiscal year, the committee will review any previously approved or ratified related person transactions that
remain ongoing and have a remaining term of more than six months or remaining amounts payable to or receivable from the Company of more than $120,000 and, taking into consideration the Companys contractual obligations, will determine whether
to continue, modify or terminate each such transaction. Our Related Person Policy covers all transactions, arrangements or relationships (or any series of similar
transactions, arrangements or relationships) in which the Company (including any of its subsidiaries) was, is or will be a participant and the amount involved exceeds $120,000, and in which any Related Person had, has or will have a direct or
indirect material interest. A Related Person, as defined in our Related Person Policy, means any person who is, or at any time since the beginning of
the Companys last fiscal year was, a director or executive officer of the Company or a nominee to become a director of the Company; any person who is known to be the beneficial owner of more than 5% of any class of the Companys voting
securities; any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee or more than 5% beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee
or more than 5% beneficial owner; and any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial
ownership interest. Our Related Person Policy also requires Audit Committee pre-approval of proposed charitable
contributions, or pledges of charitable contributions, by the Company to a charitable or non-profit organization for which a Related Person is actively involved in fundraising or otherwise serves as a
director, trustee or in a similar capacity.  52




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##### Table of Contents

Since December 31, 2017, there have not been any related person transactions that are required to be disclosed
pursuant to Item 404(a) of Regulation S-K. Director Independence The Board has affirmatively determined that Mses. Clegg, Johnson-Mills and Warren and Messrs. Bromley, Bumstead, Seward and Wielansky are independent under
Section 303A.02 of the listing standards of the NYSE, that Mr. Leeds was independent prior to the expiration of his term as a director at the 2018 annual meeting of stockholders and that Mr. Petty was independent prior to his
resignation from the Board effective February 21, 2018. In each case, the Board affirmatively determined that none of such individuals had a material relationship with the Company. In making these determinations, the Board considered all
relevant facts and circumstances, as required by applicable NYSE listing standards. There were no transactions, relationships or arrangements not disclosed pursuant
to Item 404(a) of Regulation S-K that were considered by the Board in making the required independence determinations. None of the directors that were deemed independent had any relationship with us (other
than as a director or stockholder). Item 14. Principal Accounting Fees and Services. Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees In connection with the audit of the 2018 financial statements, the Company entered into an engagement agreement with Ernst & Young LLP (E&Y)
which sets forth the terms by which E&Y has performed audit services for the Company. That agreement is subject to alternative dispute resolution procedures. The Audit Committee specifically considered such procedures and determined that they
were appropriate and consistent with the Companys use of alternative dispute resolution generally in other circumstances. The following table shows
information about the respective fees billed by E&Y during or related to the fiscal years ended December 31, 2018 and 2017.  2018


2017Audit Fees

$
2,189,000


$
2,200,000Audit-Related Fees

$
5,000


$
1,995Tax Fees

$
35,680


$
79,000All Other Fees

$



$
Total

$
2,229,680


$
2,280,995 Audit Fees include fees for the audit of the Companys annual financial statements and review of financial statements
included in the Companys quarterly reports (Forms 10-Q) and fees for the audit of internal control over financial reporting. Audit-Related Fees include fees for assurance and related services that are reasonably related to the performance of the audit or review of the
Companys financial statements and that are traditionally performed by the independent registered public accounting firm.  53




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##### Table of Contents

Tax Fees include fees for professional services rendered by E&Y for tax compliance, tax advice, and tax
planning. These corporate tax services include technical tax advice on tax matters, assistance with preparing tax returns, value added tax, government sales tax and equivalent tax matters in local jurisdictions, assistance with local tax authority
documentation and reporting requirements for tax compliance purposes, assistance with tax audit defense matters, and tax advice related to mergers and acquisitions. Audit Committee Pre-Approval Policies and Procedures The Audit Committee has policies and procedures that require the pre-approval by the Audit Committee or one of its members of all
fees paid to, and all services performed by, the Companys independent registered public accounting firm. In the early part of each year, the Audit Committee approves the proposed services, including the nature, type and scope of services contemplated and the related fees, to be rendered by any such firm during the year. In addition,
pre-approval by the Audit Committee or one of its members is also required for those engagements that may arise during the course of the year that are outside the scope of the initial services and fees pre-approved by the Audit Committee. Pursuant to the Sarbanes-Oxley Act of 2002, the fees and services provided as noted in the table above were authorized and approved in compliance with the Audit Committee pre-approval policies and procedures described herein.  54




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##### Table of Contents

PART IV Item 15. Exhibits, Financial Statement Schedules. 1)    The following documents required under this item were filed as part of the Original Filing: Our Audited Consolidated Financial Statements Report
of the Independent Registered Public Accounting Firm Report of the Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2018 and 2017 Consolidated Statements of Operations for the Years Ended December 31, 2018, 2017 and 2016 Consolidated Statements of Equity for the Years Ended December 31, 2018, 2017 and 2016 Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016 Notes to Consolidated Financial Statements Schedule
IIValuation and Qualifying Accounts 2)    Exhibits:  Exhibit No.

Description3.1

Amended and Restated Certificate of Incorporation of Brookdale
 Senior Living Inc. (the Company), as amended.#3.2

Amended and Restated Bylaws of the Company dated October 
4, 2018 (incorporated by reference to Exhibit 3.2 to the Companys Current Report on Form 8-K filed on October 5, 2018 (File No. 001-32641)).4.1

Form of Certificate for common stock (incorporated by reference to Exhibit
 4.1 to the Companys Registration Statement on Form S-1 (Amendment No. 3) filed on November 7, 2005 (File No. 333-127372)).10.1.1

Amended and Restated Master Lease and Security Agreement dated as of November 1,
2017, by and between certain of the Companys affiliates named therein as lessees and HCP, Inc. and certain of its affiliates named therein as lessors (incorporated by reference to Exhibit 10.1.1 to the Companys Annual Report on Form 10-K filed on February 22, 2018 (File No. 001-32641)). 10.1.2

First Amendment to Amended and Restated Master Lease and Security
 Agreement dated as of January 10, 2018, by and between certain of the Companys affiliates named therein as lessees and HCP, Inc. and certain of its affiliates named therein as lessors (incorporated by reference to Exhibit 10.1.2 to the
Companys Annual Report on Form 10-K filed on February 22, 2018 (File No. 001-32641)).10.2.1

Master Lease and Security Agreement dated as of April 
26, 2018 by and between certain of the Companys affiliates named therein as lessees and certain of the affiliates of Ventas, Inc. named therein as lessors (the Master Lease) (incorporated by reference to Exhibit 10.1 to the Companys
 Quarterly Report on Form 10-Q filed on August 7, 2018 (File No. 001-32641)). 10.2.2

Amendment No. 1 effective September 
1, 2018 to Master Lease by and between certain of the Companys affiliates named therein as lessees and certain of the affiliates of Ventas, Inc. named therein as lessors (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report
on Form 10-Q filed on November 6, 2018 (File No. 001-32641)).   55




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##### Table of Contents

Exhibit No.

Description10.2.3

Guaranty of Master Lease dated as of April 
26, 2018 by and between the Company and certain of its affiliates named therein and Ventas, Inc. and certain of its affiliates named therein (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed on August 7, 2018 (File No. 001-32641)). 10.3

Fifth Amended and Restated Credit Agreement dated as of December 5,
 2018, among certain subsidiaries of the Company, Capital One, National Association, as administrative agent, lender and swingline lender, and the other lenders from time to time parties thereto (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K filed on December 11, 2018 (File No. 001-32641)).10.4

Master Credit Facility Agreement (Senior Housing) dated as of
 August 31, 2017, by and between Jones Lang LaSalle Multifamily, LLC and the Companys subsidiaries named as borrowers therein (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed on November 7, 2017 (File No. 001-32641)).10.5

Employment Agreement dated as of March 
1, 2018 by and between the Company and Lucinda M. Baier (incorporated by reference to Exhibit 10.49 to the Companys Amendment No. 1 to Annual Report on Form 10-K/A filed on April 
24, 2018 (File No. 001-32641)). *10.6

Offer Letter Agreement dated as of August 
8, 2018 by and between the Company and Steven E. Swain (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed on November 6, 2018 (File No. 001-32641)). *10.7

Amended and Restated Brookdale Senior Living Inc. 2014 Omnibus
 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on September 28, 2017 (File No. 001-32641))
(the Omnibus Incentive Plan).*10.8

Form of Restricted Share Agreement under the Omnibus Incentive Plan (Time-Vesting
 Form for Executive Committee Members) (incorporated by reference to Exhibit 10.26 to the Companys Annual Report on Form 10-K filed on February 25, 2015 (File
No. 001-32641)). *10.9

Form of Restricted Share Agreement under the Omnibus Incentive Plan (Time-Vesting
 Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.27 to the Companys Annual Report on Form 10-K filed on February 25, 2015 (File
No. 001-32641)). *10.10

Form of Restricted Share Agreement under the Omnibus Incentive Plan (Performance-Vesting
 Form for Executive Committee Members) (incorporated by reference to Exhibit 10.28 to the Companys Annual Report on Form 10-K filed on February 25, 2015 (File
No. 001-32641)). *10.11

Form of Restricted Share Agreement under the Omnibus Incentive Plan (Performance-Vesting
 Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.29 to the Companys Annual Report on Form 10-K filed on February 25, 2015 (File
No. 001-32641)). *10.12

Form of Restricted Share Agreement under the Omnibus Incentive Plan (Time-Vesting
 Form for Executive Committee Members) (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on May 10, 2016 (File
No. 001-32641)). *10.13

Form of Restricted Share Agreement under the Omnibus Incentive Plan (Time-Vesting
 Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed on May 10, 2016 (File
No. 001-32641)). *10.14

Form of Restricted Share Agreement under the Omnibus Incentive Plan (Performance-Vesting
 Form for Executive Committee Members) (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed on May 10, 2016 (File
No. 001-32641)). *  56




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##### Table of Contents

Exhibit No.

Description10.15

Form of Restricted Share Agreement under the Omnibus Incentive Plan (Performance-Vesting
 Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q filed on May 10, 2016 (File
No. 001-32641)). *10.16

Form of Restricted Share Agreement under the Omnibus Incentive Plan (2017 Time-Vesting
 Form for Executive Committee Members) (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on May 10, 2017 (File
No. 001-32641)). *10.17

Form of Restricted Share Agreement under the Omnibus Incentive Plan (2017 Time-Vesting
 Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed on May 10, 2017 (File
No. 001-32641)). *10.18

Form of Restricted Share Agreement under the Omnibus Incentive Plan (2017 Performance-Vesting
 Form for Executive Committee Members) (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed on May 10, 2017 (File
No. 001-32641)). *10.19

Form of Restricted Share Agreement under the Omnibus Incentive Plan (2017 Performance-Vesting
 Form for Executive Vice Presidents) (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q filed on May 10, 2017 (File
No. 001-32641)). *10.20

Form of Restricted Share Agreement under the Omnibus Incentive Plan (2018 Time-Vesting
 Form) (incorporated by reference to Exhibit 10.47 to the Companys Amendment No. 1 to Annual Report on Form 10-K/A filed on April 24, 2018 (File
No. 001-32641)). *10.21

Form of Restricted Share Agreement under the Omnibus Incentive Plan (2018 Cliff-Vesting
 Form) (incorporated by reference to Exhibit 10.48 to the Companys Amendment No. 1 to Annual Report on Form 10-K/A filed on April 24, 2018 (File
No. 001-32641)). *10.22

Restricted Share Agreement under the Omnibus Incentive Plan dated as of March 5,
 2018 by and between the Company and Lucinda M. Baier (Time-Vesting) (incorporated by reference to Exhibit 10.50 to the Companys Amendment No. 1 to Annual Report on Form 10-K/A filed on
April 24, 2018 (File No. 001-32641)). *10.23

Restricted Share Agreement under the Omnibus Incentive Plan dated as of March 5,
 2018 by and between the Company and Lucinda M. Baier (Performance-Vesting) (incorporated by reference to Exhibit 10.51 to the Companys Amendment No. 1 to Annual Report on Form 10-K/A filed on
April 24, 2018 (File No. 001-32641)). *10.24

Restricted Share Agreement under the Omnibus Incentive Plan dated
as of September 10, 2018 by and between the Company and Steven E. Swain (Performance Vesting) (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed on
November 6, 2018 (File No. 001-32641)). *10.25

Form of Restricted Share Agreement under the Omnibus Incentive Plan (Time-Vesting
 Form for New Directors) (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q filed on May 11, 2015 (File
No. 001-32641)). *10.26

Form of Outside Director Restricted Stock Unit Agreement under the Brookdale
 Senior Living Inc. Omnibus Stock Incentive Plan effective June 23, 2009, as amended (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on August 9,
2012 (File No. 001-32641)). *10.27

Form of Outside Director Restricted Stock Unit Agreement under the Omnibus Incentive
 Plan (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on August 9, 2016 (File No. 001-32641)). *  57




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##### Table of Contents

Exhibit No.

Description10.28.1

Brookdale Senior Living Inc. Associate Stock Purchase Plan 
(incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on June 11, 2008 (File No. 
001-32641)) (the Associate Stock Purchase Plan). *10.28.2

First Amendment to Associate Stock Purchase Plan, effective as of December 12,
 2013 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on December 18, 2013 (File No. 001-32641)). *10.29.1

Form of Severance Letter and Brookdale Senior Living Inc. Severance Pay Policy,
 Tier I (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed on August 6, 2010 (File No. 001-32641)). *10.29.2

Amendment No. 
1 to Severance Pay Policy, Tier I, adopted by the Company on April 23, 2015 (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed on April 27, 2015 (File No. 001-32641)). *10.29.3

Amendment No. 
2 to Severance Pay Policy, Tier I, adopted by the Company on August 3, 2015 (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q filed on August 
7, 2015 (File No. 001-32641)). *10.29.4

Amendment No. 
3 to Severance Pay Policy, Tier I, adopted by the Company on January 19, 2017 (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q filed on May 
10, 2017 (File No. 001-32641)). *10.30

Amended and Restated Tier I Severance Pay Policy dated April 
15, 2018 (incorporated by reference to Exhibit 10.52 to the Companys Amendment No. 1 to Annual Report on Form 10-K filed on April 24, 2018 (File No. 
001-32641)). *10.31

Form of Retention Bonus Award Letter dated March 
1, 2018 (incorporated by reference to Exhibit 10.10 to the Companys Quarterly Report on Form 10-Q filed on May 8, 2018 (File No. 001-32641)). *10.32

Form of Indemnification Agreement for Directors and Officers (incorporated by
 reference to Exhibit 10.16 to the Companys Annual Report on Form 10-K filed on February 28, 2011 (File No. 001-32641)). *10.33

Summary of Brookdale Senior Living Inc. Director Stock Purchase Plan (incorporated
 by reference to Exhibit 99.1 to the Companys Registration Statement on Form S-8 filed on June 30, 2009 (File No. 333-160354)). *10.34.1

Employment Agreement, dated as of February 
11, 2013, by and between the Company and T. Andrew Smith (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on February 12, 2013 (File No. 001-32641)). *10.34.2

Amendment No. 1 to Employment Agreement dated as of April 
23, 2015 by and between the Company and T. Andrew Smith (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on April 27, 2015 (File No. 001-32641)). *10.35

Offer Letter Agreement dated as of March 
26, 2018 by and between the Company and Teresa Sparks (incorporated by reference to Exhibit 10.53 to the Companys Amendment No. 1 to Annual Report on Form 10-K/A filed on April 24, 2018 (File No. 001-32641)). *10.36

Restricted Share Agreement under the Omnibus Incentive Plan, dated as of
 January 5, 2018, by and between the Company and Daniel A. Decker (Performance-Vesting) (incorporated by reference to Exhibit 10.37 to the Companys Annual Report on Form 10-K filed on
February 22, 2018 (File No. 001-32641)). *  58




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##### Table of Contents

Exhibit No.

Description10.37

Form of Restricted Share Agreement under the Omnibus Incentive Plan (2019 Time-Based Vesting Form for Executive Officers). *10.38

Form of Restricted Share Agreement under the Omnibus Incentive Plan (2019 Performance-Based Vesting Form for Executive Officers).
*21

Subsidiaries of the Registrant.#23

Consent of Ernst & Young LLP.#31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.#31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.#31.3

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.4

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32

Certification of Chief Executive Officer and Chief Financial Officer
 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.#101.INS

XBRL Instance Document.#101.SCH

XBRL Taxonomy Extension Schema
Document.#101.CAL

XBRL Taxonomy Extension Calculation
Linkbase Document.#101.DEF

XBRL Taxonomy Extension Definition
Linkbase Document.#101.LAB

XBRL Taxonomy Extension Label Linkbase
Document.#101.PRE

XBRL Taxonomy Extension Presentation
Linkbase Document.#  *    Management
Contract or Compensatory Plan  
Portions of this exhibit have been omitted pursuant to a request for confidential treatment, which has been granted by the
SEC.  #
Filed with Original Filing.  59




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##### Table of Contents

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.  BROOKDALE SENIOR LIVING INC.By:

/s/ Lucinda M. BaierName:

Lucinda M. BaierTitle:

President and Chief Executive OfficerDate:

April 29, 2019
  60




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##### Table of Contents

Appendix A Reconciliations of
Non-GAAP Financial Measures  Combined Adjusted Free Cash Flow For purposes of the 2018 annual incentive
plan, Combined Adjusted Free Cash Flow (CAFCF) was defined as the sum of the Companys consolidated Adjusted Free Cash Flow plus its proportionate share of unconsolidated ventures Adjusted Free Cash Flow for 2018, adjusted to exclude
transaction, retention and severance costs in excess of budgeted amounts and any capital expenditures related to the purchase and installation of power generators at Florida communities. We define Adjusted Free Cash Flow as net cash provided by (used in) operating activities before: changes in operating assets and liabilities; gain (loss) on facility
lease termination and modification; and distributions from unconsolidated ventures from cumulative share of net earnings; plus: proceeds from refundable entrance fees, net of refunds; and property insurance proceeds; less: lease financing debt
amortization and Non-Development CapEx. Non-Development CapEx is comprised of corporate and community-level capital expenditures, including those related to maintenance, renovations, upgrades and other major building infrastructure projects for our
communities. Non-Development CapEx does not include capital expenditures for community expansions and major community redevelopment and repositioning projects, including our Program Max initiative, and the development of new communities. Amounts of
Non-Development CapEx are presented net of lessor reimbursements in the calculation of Adjusted Free Cash Flow. Our proportionate share of Adjusted Free Cash Flow
of unconsolidated ventures is calculated based on our equity ownership percentage and in a manner consistent with the definition of Adjusted Free Cash Flow for our consolidated entities. Our investments in our unconsolidated ventures are accounted
for under the equity method of accounting and, therefore, our proportionate share of Adjusted Free Cash Flow of unconsolidated ventures does not represent cash available to our consolidated business except to the extent it is distributed to us. The table below reconciles our and our proportionate share of our unconsolidated ventures Adjusted Free Cash Flow from our and their, respectively, net cash
provided by (used in) operating activities. Line items under unconsolidated ventures represent the aggregate amounts of such line items for all of our unconsolidated ventures.  Year EndedDecember 31, 2018($ in 000s)Consolidated Adjusted Free Cash FlowNet cash provided by operating activities

$
203,961Changes in operating assets and liabilities

$
38,833Proceeds from refundable entrance fees, net of refunds

$
(422)Lease financing debt amortization

$
(59,808)Loss on facility lease termination and modification, net

$
21,044Distributions from unconsolidated ventures from cumulative share of net earnings

$
(2,896)Non-development capital expenditures, net

$
(182,249)Property insurance proceeds

$
1,292Consolidated Adjusted Free Cash Flow

$
19,755  A-1




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##### Table of Contents

Year EndedDecember 31, 2018($ in 000s)Proportionate Share of Adjusted Free Cash Flow of Unconsolidated VenturesNet cash provided by operating activities

$
145,087Changes in operating assets and liabilities

$
(1,361)Proceeds from refundable entrance fees, net of refunds

$
(19,983)Non-development capital expenditures, net

$
(69,180)Property insurance proceeds

$
1,535Adjusted Free Cash Flow of Unconsolidated Ventures

$
56,098Brookdale weighted average ownership percentage


39.3%Brookdales proportionate share of Adjusted Free Cash Flow of Unconsolidated
Ventures

$
22,022Combined Adjusted Free Cash Flow

$
41,777Transaction, retention and severance costs in excess of budgeted amounts

$
825Consolidated capital expenditures related to the purchase and installation of power generators at consolidated
Florida communities

$
12,093Proportionate share of capital expenditures related to the purchase and installation of power generators at
unconsolidated Florida communities

$
2,123Combined Adjusted Free Cash Flow, as adjusted for 2018 Annual Incentive Plan

$
56,818  A-2