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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, 2019 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)

(Zip Code) Registrants telephone number including area code

(615) 221-2250 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:  Title of each class

Trading Symbol(s)

Name of each exchange on which registeredCommon Stock, $0.01 Par Value Per Share

BKD

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
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 28, 2019, the last business day of the registrants most recently completed second fiscal quarter was approximately $1.4 billion. The market
value calculation was determined using a per share price of $7.21, 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, 2020, 183,164,490 shares of the registrants common stock, $0.01 par value, were outstanding (excluding restricted shares and restricted stock
units).




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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, 2019, which was filed with the Securities and
Exchange Commission (the SEC) on February 19, 2020 (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, 2019. 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 IIIItem 10. Directors, Executive Officers and Corporate Governance



3Item 11. Executive Compensation


11Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters


49Item 13. Certain Relationships and Related Transactions, and Director
Independence


52Item 14. Principal Accounting Fees and Services


53Part IVItem 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 nine directors and is currently divided into three classes. We are in the process of declassifying the Board using a phased approach set forth in amendments to our Certificate of Incorporation
approved by stockholders at the 2018 and 2019 annual meetings of stockholders. As a result of such amendments, our Certificate of Incorporation currently provides that the terms of the Class I and Class II directors will expire at the
annual meeting of stockholders to be held in 2020, the terms of the Class III directors will expire at the annual meeting of stockholders to be held in 2021, and all director nominees standing for election at or after the 2019 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.  Guy P. Sansone 
Non-Executive Chairman & Class IIIndependent Director
 Director Since:October 2019
 Age:55
 Public Company Directorships:
  Magellan Health, Inc.(2019  current)
  Civitas Solutions, Inc.(2009  2019)
  Rotech Healthcare Inc.(2004  2005)



Mr. Sansone joined Brookdales Board in October 2019 and became Non-Executive Chairman of the Board in January 2020. For
more than 25 years, he has led efforts to optimize the performance of healthcare and senior housing companies. Mr. Sansone has served as Chairman and CEO of H2 Health, a leading regional provider of physical rehabilitation services and
clinician staffing solutions, since February 2020. Prior to that, he served as a Managing Director of Alvarez & Marsal, a global professional services firm specializing in performance improvement for large, high profile businesses, where he
served as Chairman of the firms Healthcare Industry Group, which he founded in 2004. Mr. Sansone also served as interim Chief Executive Officer of the Visiting Nurse Service of New York, the largest
non-profit home and community-based health care organization in the United States, from November 2014 to December 2016 and, prior to that, served in various executive roles at numerous healthcare companies.
His prior experience in the senior housing industry includes having served as Chief Restructuring Officer and a member of the Board of Erickson Retirement Communities and as a senior consultant to Sunrise Senior Living. Mr. Sansone has served
on the Board of Directors of Magellan Health, Inc. since March 2019 and previously served on the Board of Directors of Civitas Solutions, Inc. from 2009 until its acquisition in March 2019. He also serves and has served on the Boards of Directors of
numerous investor-owned and not-for-profit companies, primarily in the healthcare industry. Mr. Sansone earned a B.S. in Economics from the State University of New
York at Albany.  Mr. Sansones executive, senior advisory and board leadership of
public and private organizations, including his extensive service to companies in the healthcare and senior housing industries, led to the conclusion that he should serve as a member of the Board.  3




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Lucinda M. Baier 
Class I Director, President and ChiefExecutive Officer 
Director Since:February 2018 
Age:55 
Public Company Directorships:
  The Bon-Ton Stores, Inc.(2007  2016)



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. Ms. Baier joined Brookdale from Navigant Consulting, Inc., a specialized global expert services firm, where she served as Executive Vice President and Chief Financial Officer since
2013. In addition, Ms. Baier has had multi-billion dollar operations responsibility, been the chief executive officer for a publicly-traded retailer, and served as an executive officer of a Fortune 30 company. Ms. Baier currently serves as
a member of the Board of Directors of the National Investment Center for the Seniors Housing & Care Industry (NIC) and the Nashville Health Care Council where she chairs its finance and investment committee. Ms. Baier is a Certified
Public Accountant and a graduate of Illinois State University, with B.S. and M.S. 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.  Jordan R. Asher, MD, MA 
Class II Independent Director 
Director Since:February 2020 
Age:55



Dr. Asher brings more than 20 years of expertise and a history of success in large matrixed, mission-based, national healthcare systems. Since 2018, he has served as
the Chief Physician Executive and Senior Vice President of Sentara Healthcare, a large integrated delivery health system including a clinically integrated network and insurance company serving Virginia and North Carolina, where he has a wide range
of responsibilities, including a focus on growth strategies for clinical care and development and implementation of value-based care and payment models. Prior to Sentara, Dr. Asher served in several executive roles with Ascension since 2006,
including Chief Clinical Officer of its Ascension Care Management subsidiary from 2016 to 2018 with responsibility for network development and population and risk management, Chief Clinical Officer and Chief Innovation Officer of Ascensions
MissionPoint Health Partners subsidiary from 2015 to 2016, and Chief Medical Officer and Chief Integration Officer of MissionPoint Health Partners from 2011 to 2015. Dr. Asher earned a B.S. in Biology from Emory University, an M.D. from
Vanderbilt University School of Medicine, and an M.S. in Medical Management from the University of Texas at Dallas and Southwestern Medical Center. 
Dr. Ashers deep experience in the evolving healthcare landscape, including a combination of clinical training and executive leadership experience,
particularly in light of the healthcare industrys transition to more integrated, value-based delivery and payment models as we continue to grow and integrate our healthcare services business, led to the conclusion that he should serve as a
member of the Board.  4




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Marcus E. Bromley 
Class III Independent Director 
Director Since:July 2017 
Age:70 
Brookdale Board Committees:
 Audit
 Investment 
Public Company Directorships: 
  Cole Credit Property Trust V, Inc.(2015  current)
  Cole Corporate Income Trust, Inc.(2011  2015)
  Cole Credit Property Trust II, Inc.(2005  2013)
  Cole Credit Property Trust III, Inc.(2008  2012)
  Gables Residential Trust(1993  2005)



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. 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.  Frank M. Bumstead 
Class I Independent Director 
Director Since:August 2006 
Age:78 
Brookdale Board Committees:
 Compensation (Chair)
 Nominating & Corporate Governance
 Public Company Directorships:
  Syntroleum Corporation (1993  2014)
  American Retirement Corp.(1997  2006)



Mr. Bumstead has over 40 years experience in the field of business and investment management and financial and investment advisory services, including
representing buyers and sellers in a number of merger and acquisition transactions. 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, and 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., a registered investment advisor. 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. 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.  5




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Victoria L. Freed 
Class II Independent Director 
Director Since:October 2019 
Age:63 
Brookdale Board Committees:
  Compensation
  Nominating & Corporate Governance
 Public Company Directorships:
  ILG, Inc. (f/k/a Interval LeisureGroup, Inc.)(2012  2018)



Ms. Freed brings more than 25 years of executive leadership in the areas of sales, customer service, and marketing, and has earned numerous awards for outstanding
achievement in sales and marketing during her career. Ms. Freed is Senior Vice President of Sales, Trade Support and Service for Royal Caribbean International, having served in that role since 2008, where she oversees the largest sales team in
the cruise line industry and also manages the companys consumer outreach, reservations, group sales, and customer service functions. Prior to her service with Royal Caribbean, Ms. Freed worked for 29 years with Carnival Cruise Lines,
where she served as Senior Vice President of Sales and Marketing during the last 15 years of her tenure. Ms. Freed served on the Board of Directors of ILG, Inc. (f/k/a Interval Leisure Group, Inc.) from 2012 until its acquisition by Marriott
Vacations Worldwide in 2018. She is a trustee of the United Way of Miami-Dade County and serves as a member of the board of Jewish Adoption and Foster Care Options (JAFCO). Ms. Freed earned a bachelors degree in business with an emphasis
in marketing from the University of Colorado.  Ms. Freeds decades of executive
leadership in sales, customer service and marketing in the hospitality industry led to the conclusion that she should serve as a member of the Board.  Rita Johnson-Mills 
Class III Independent Director 
Director Since:August 2018 
Age:61 
Brookdale Board Committees:
  Nominating & CorporateGovernance (Chair)
  Investment



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 is founder and CEO of consulting firm RJM Enterprises. Ms. Johnson-Mills 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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Denise W. Warren 
Class III Independent Director 
Director Since:October 2018 
Age:58 
Brookdale Board Committees:
 Audit (Chair)
 Compensation 
Public Company Directorships:
 Computer Programs and Systems, Inc.(2017  current)



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 in 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. Ms. Warren earned a B.S. degree in Economics from Southern Methodist University and an 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.  Lee S. Wielansky 
Class I Independent Director 
Director Since:April 2015 
Age:68 
Brookdale Board Committees:
 Audit
 Investment (Chair) 
Public Company Directorships:
 Acadia Realty Trust (2000  current)
 Isle of Capri Casinos, Inc.(2007  2017)
 Pulaski Financial Corp.(2005  2016)



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 midwest 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 served as Brookdales Non-Executive Chairman of the Board from February 2018 through December 2019. He 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.  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 Wielansky. All members are independent directors as defined under the listing standards of the New York Stock Exchange
(NYSE) and under section 10A(m)(3) of the Exchange Act, and the Board has determined that each of Ms. Warren and Messrs. Bromley and Wielansky 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 Corporate Governance Guidelines setting forth the expectations and standards the Board has with respect to the role, size, and
composition of the Board and its committees, the functioning of the Board and its committees, evaluation of the Board and its committees, director compensation, succession planning, and other matters. The Board also has adopted a Code of Business
Conduct and Ethics that applies to all employees, directors, and officers, 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. These guidelines and codes 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. Stockholder Proposals and Nominations for 2020 Annual Meeting There have been no material changes to the procedures by which stockholders may recommend nominees to the Board as described in our definitive proxy statement filed with
the SEC on September 18, 2019 (the 2019 Proxy Statement). While we have not changed such procedures, on April 21, 2020 we announced that the Board has determined that the 2020 annual meeting of stockholders (the Annual
Meeting) will be held on Tuesday, June 30, 2020. Because the Annual Meeting will be held more than 30 days from the anniversary date of our 2019 annual meeting of stockholders, the deadlines set forth in the 2019 Proxy Statement for
stockholder proposals and director nominations for consideration at the Annual Meeting no longer apply. The new deadline is the close of business on May 1, 2020 (which we determined to be a reasonable time before we expect to print and
distribute our proxy materials prior to the Annual Meeting) for proposals and director nominations of stockholders intended to be included in our proxy statement and form of proxy for the Annual Meeting pursuant to Rule 14a-8 under the Exchange Act or the proxy access provisions of our Amended and Restated Bylaws, and proposals and director nominations of stockholders intended to be considered at the Annual Meeting other than by
means of inclusion in our proxy statement and form of proxy card. Stockholders submitting proposals or nominations using the foregoing procedures should deliver or mail the proposal or nomination, and all supporting information required by Rule 14a-8 or our Amended and Restated Bylaws, as applicable, to Brookdale Senior Living Inc., 111 Westwood Place, Suite 400, Brentwood, Tennessee 37027, Attention: Secretary. In addition to complying with this deadline,
stockholder proposals and nominations must comply with all applicable SEC rules, including Rule 14a-8 under the Exchange Act, and the requirements set forth in our Amended and Restated Bylaws and applicable
law.  8




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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

55

President, Chief Executive Officer and DirectorGeorge T. Hicks

62

Executive Vice PresidentFinance and TreasurerDiane Johnson May

61

Executive Vice PresidentHuman ResourcesH. Todd Kaestner

64

Executive Vice PresidentAsset Management and Division
PresidentEntry FeeCindy R. Kent

51

Executive Vice President and President of Senior LivingAnna-Gene ONeal

53

Division PresidentHealth Care ServicesMary Sue Patchett

57

Executive Vice PresidentStrategic OperationsSteven E. Swain

52

Executive Vice President and Chief Financial OfficerChad C. White

44

Executive Vice President, General Counsel and Secretary 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. He received a bachelors degree with distinction in philosophy from Stanford University and an M.B.A. in
finance from the University of Tennessee. Diane Johnson May joined Brookdale as Executive Vice PresidentHuman Resources in May 2019. Prior to joining
Brookdale, Ms. Johnson May served as Executive Vice President, Human Resources of Kraft Foods Group, Inc. from October 2012 to October 2015, after having served in a number of key leadership roles for Kraft Foods Inc. since joining in 1980,
including Senior Vice President of Human Resources, Kraft Foods International, and Vice President, Human Resources at various Kraft units. Ms. Johnson May also served as Managing Vice President of The Deli Source Inc. from September 2017 to
April 2019 and was principal of Diane May Consulting, LLC from January 2016 to September 2017. She earned a bachelors degree in business administration and management from Elmhurst College. H. Todd Kaestner became our Executive Vice PresidentAsset Management and Division PresidentEntry Fee in June 2019. Prior to that, Mr. Kaestner
served as Executive Vice PresidentCorporate Development since July 2006. Mr. Kaestner served as Executive Vice PresidentCorporate Development of ARC since September 1993 and 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. He is an honors graduate of Vanderbilt University, where he studied economics, and holds an M.B.A. in finance and economics from
University of Louisville Cindy R. Kent joined Brookdale as Executive Vice President and President of Senior Living in January 2020. Prior to joining
Brookdale, Ms. Kent served as President and General Manager of 3Ms Infection Prevention Division from 2016 to 2018 and President and General Manager of 3Ms Drug Delivery Systems Division from 2014 and 2016. Prior to that, she held
senior leadership roles at Medtronic from 2007 to 2013. Ms. Kent earned an MBA in marketing and a Master of Divinity from Vanderbilt University. She also holds a BS in industrial engineering and management sciences from Northwestern University,
earned a certification in Strategic Finance from the Harvard Business School, and is Six Sigma green belt trained. Ms. Kent has been appointed to serve as a trustee on the Vanderbilt University Board of Trust beginning July 2020. Anna-Gene ONealbecame our Division PresidentHealth Care Services in August 2019, after having joined the Company as Division Vice PresidentBHS
Hospice in June 2019. Prior to that, Ms. ONeal served as President and Chief Executive Officer of Alive Hospice, a large non-profit hospice provider in Tennessee, since 2012. From 2007 to  9




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2012, Ms. ONeal served in quality and performance improvement leadership roles, including Senior Vice President, of CogentHMG, an industry leader in developing and managing hospital
medicine programs nationwide, and from 2001 to 2007 she served as Vice President, Hospital Operations and Clinical Quality for Essent Healthcare, Inc., a multistate for-profit hospital system.
Ms. ONeal is a Registered Nurse and received B.S.N., M.S.N. and M.B.A. degrees from Vanderbilt University. Mary Sue Patchett became our Executive
Vice PresidentStrategic Operations in March 2020 after serving as Executive Vice PresidentCommunity Operations since November 2015 and, prior to that, Division President for one of our senior housing divisions since February 2013 and
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 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. She holds a Bachelor of Business Administration degree from George Mason University. 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. Mr. Swain earned his B.S. degree in Chemical Engineering from the University of WisconsinMadison and his M.B.A. degree from the University of
Chicago Booth School of Business. 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. Mr. White received his law degree from the Vanderbilt University School of Law where he
was elected to the Order of the Coif, and a B.S. in Mass Communication and Political Science from Middle Tennessee State University.  10




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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 (NEOs) for 2019:  Name

PositionLucinda M. Baier

President and Chief Executive OfficerSteven E. Swain

Executive Vice President and Chief Financial OfficerMary Sue Patchett

Executive Vice PresidentStrategic OperationsChad C. White

Executive Vice President, General Counsel and SecretaryH. Todd Kaestner

Executive Vice PresidentAsset Management and Division PresidentEntry Fee Each of the named executive officers served in the roles indicated for the full-year 2019, except that Ms. Patchett served as
Executive Vice PresidentCommunity Operations prior to being appointed to her current role on March 23, 2020, and Mr. Kaestner served as Executive Vice PresidentCorporate Development prior to being appointed to his current roles
on June 30, 2019.  Table of Contents to Compensation Discussion and Analysis
  Executive Summary


12Compensation Philosophy


13Principal Elements of Compensation


14Process for Determining Executive Compensation


152019 Compensation Decisions


172019 Compensation Results


22Status of Outstanding Performance-Based Restricted Shares Granted in Prior Years


25Other Compensation Policies


26Employment Agreement and Severance Policies Applicable to Named Executive Officers


282020 Compensation Decisions


28
  11




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Executive Summary
  Executive Compensation Program Highlights
  LOGO
 What We Do Pay for
PerformanceA significant portion of our NEOs target direct compensation is awarded in the form of variable, at-risk compensation based on
company performance. Clawback Policy (New for 2020)Clawback
policy provides the Committee the ability to recover or require the forfeiture of performance-based compensation paid as a result of any material financial restatement or material miscalculation of a financial metric used to determine the vesting or
payment of performance-based compensation. Caps on Annual Incentive PayoutsPayouts under our annual cash incentive plan are capped. RevPAR and
Relative TSR Performance GoalsPerformance goals for 2019 performance-based restricted shares are 3-year compound annual growth rate of same community RevPAR and our 3-year relative TSR. Annual Say on PaySay-on-pay advisory vote conducted annually to solicit stockholders views on our executive compensation programs.
2019 results were 94% in favor. (1) Robust Stock
Ownership GuidelinesOwnership guidelines require 5x, 4x, and 3x base salary for our CEO, CFO, and other executive officers, respectively.
 LOGO
 What We Do NOT DO No Above Median BenchmarkingThe Committee aims to provide target total direct compensation for NEOs that is at or below the market median identified in the independent compensation consultants market study. No Defined Benefit Plans/SERPsWe do not sponsor any defined benefit
pension or supplemental executive retirement plans (SERPs). No Tax Gross UpsTax gross-ups are not provided except in the limited circumstance of certain re-location expenses. No Excessive PerquisitesMinimal perquisites are provided, other than certain re-location expenses. No Excessive Guaranteed
CompensationOur 2019 annual incentive plan and performance-based restricted stock awards do not have minimum guaranteed payout levelsthis compensation is at risk. No Pledging or HedgingOur insider trading policy prohibits all our
directors and executive officers from pledging or hedging Brookdale stock. No Stock OptionsWe have never granted stock options.
   2019 CEO and Other NEOs Pay Mix(2)
  LOGO
 LOGO
   12




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##### Table of Contents

Annual Cash Incentive Plan
  2019 Incentive Plan Design and Achievement Performance goals were chosen to focus our leaders on execution of our operational turnaround strategy and were generally cascaded to our corporate, divisional, and
community leadership. Target levels were generally reflective of our 2019 budget approved by the Board. Actual 2019 achievement reflects progress made on our strategy, though overall performance was below our expectations.  Measure

Weighting

Achievement  / PayoutResident Fee Revenue

10%

106%Facility Operating Income

40%

29%Combined Adjusted Free Cash Flow

10%

103%Strategic Objectives

40%

52%Aggregate Achievement/Payout



54%
 20172019 Annual Incentive Plan Achievement
(3)  LOGO
   (1)
Represents percentage of votes cast.  (2)
Represents elements of 2019 target total direct compensation and, for other NEOs, the average of such other
NEOs pay mix elements. See Summary of 2019 Compensation Program below for more information.  (3)
Represents weighted average payout for the named executive officers for the applicable year who were serving at the end of
such year.  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.  13




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##### Table of Contents

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

50%Time-Based Restricted Shares

Awards granted in 2019 are eligible to vest ratably in four annual installments
beginning approximately one year following the grant date, subject to continued employment.

Promotes retention, stock ownership, and alignment of executives long-term
goals with those of our stockholders.50%Performance-Based Restricted
Shares

Opportunity is at-risk with no guaranteed vesting. 75% of the award is eligible to vest in February 2022 based on our 3-year compound annual growth rate (CAGR) of same community
RevPAR performance, and 25% of the award is eligible to vest in February 2023 based on our 3-year relative TSR performance.

Encourages executives to achieve
long-term goals, including RevPAR (a key performance metric factoring occupancy and rate) and increasing the market value of our common stock.  14




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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 2019 annual meeting of stockholders, more than 94% 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 As a best practice, the Committee periodically evaluates its selection of an independent compensation consultant. During 2019, the
Committee conducted this evaluation, including reviewing proposals of several potential consultants, and determined to continue to engage 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
2019, 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.  15




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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 considered target total direct compensation within a range of +/- 25% of median as reported
in the Consultants market compensation studies to be competitive. For 2019 compensation decisions, the Consultant recommended updates to our compensation peer
group used for 2018 compensation decisions. The peer group used in competitive comparisons to inform 2019 target compensation opportunities included 15 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. For 2019, the Committee determined 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.  2019 Peer GroupAcadia Healthcare Company, Inc.

Hyatt Hotels Corporation

Select Medical Holdings CorporationAmedysis, Inc.

LifePoint Hospitals, Inc.

The Ensign Group, Inc.Bloomin Brands, Inc.

Magellan Health, Inc.

Universal Health Services, Inc.Community Health Systems, Inc.

National Healthcare Corp.

Welltower Inc.Encompass Health Corporation

Quest Diagnostics Incorporated

Wyndham Destinations (f/k/a Wyndham Worldwide Corporation)  16




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##### Table of Contents

2019 Compensation Decisions
 Context to 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. The Committee reviewed the Consultants market compensation study based on the revised peer group adopted by the
Committee for 2019, which indicated that 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 shown in the
Summary of 2019 Compensation Program 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 the market compensation study, but continues to
be below the market median. Summary of 2019 Compensation Program The table below sets forth the target total direct compensation (base salary, target annual incentive opportunity, and target long-term incentive awards) for the named
executive officers. 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 special performance bonuses in the aggregate amount of $40,000 paid to Mr. White for his service as interim leader of human resources until May 9, 2019 following the departure of the
former Chief People Officer on December 31, 2018.  Base Salary


Target AnnualIncentiveOpportunity


Grant Value ofLong-TermIncentive Awards(1)


2019Target TotalDirect CompensationMs. Baier


$910,000



135%



$4,750,002



$6,888,502Mr. Swain


$515,000



100%



$1,300,005



$2,330,005Ms. Patchett


$467,750



100%



$   900,001



$1,835,501Mr. White


$397,500



70%



$   450,001



$1,125,751Mr. Kaestner


$344,500



70%



$   350,006



$   935,656  (1)
Represents the grant value of time- and performance-based restricted shares (i.e., number of shares granted at target
performance multiplied by the stock price on the date of grant). The aggregate Accounting Standards Codification 718, Stock Compensation (ASC 718), grant date fair values of such awards were approximately 0.5% greater than the
grant values included in the table due to the ASC 718 valuation of the relative TSR component of the performance-based restricted shares being 4% greater than the grant value.  17




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##### Table of Contents

Base Salaries The Committee determined that the base salaries of each of the named executive officers were below or at the low end of the market ranges identified in the
Consultants market compensation study. Consistent with its compensation philosophy, the Committee determined to increase the named executive officers base salaries to bring them within the identified market ranges and towards the market
medians. After making such changes, each of the named executive officers base salaries continued to be below the market medians. The following table shows the base salaries approved for 2019 compared to the prior year base salaries in effect
as of December 31, 2018.  2019


2018


% ChangeMs. Baier


$  910,000



$  825,000



10%Mr. Swain


$  515,000



$  500,000



3%Ms. Patchett


$  467,750



$  437,750



7%Mr. White


$  397,500



$  350,000



14%Mr. Kaestner


$  344,500



$  325,000



6% Annual Incentive Plan The named executive officers were eligible to participate in our 2019 annual incentive plan established by the Committee. Amounts payable under the plan were to be
determined by the Committee following conclusion of the 2019 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
2019 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 2019. The target opportunities were consistent with the prior year, except that Ms. Baiers target opportunity was increased from 125% of her base salary, and Messrs. Whites and Kaestners target
opportunities were reduced from 80% of their base salaries. The Committee made such changes after finding that Ms. Baiers target opportunity was below market median, and that Messrs. Whites and Kaestners target opportunities
were high relative to the market ranges provided by the Consultant.  Target Opportunity as a % ofBase Salary







Minimum Payout as a %of Target Opportunity







Maximum Payout as a %of Target OpportunityPresident and CEO

135%









0%









180%Mr. Swain & Ms. Patchett

100%Messrs. White & Kaestner

70% For 2019, the Committee determined to use company financial objectives and objectively-measured strategic objectives that were developed
to focus our leaders on execution of our operational turnaround strategy. Such strategic objectives were generally cascaded to our corporate, divisional, and community leadership. The weighting of each objective, the performance targets applicable
to the objectives, and our actual results for 2019 are shown in the table below. The weighting of each company financial objective and the aggregate strategic objectives were consistent with the prior years weighting, except that the weighting
of Combined Adjusted Free Cash Flow was reduced from 20% to 10%, and the weighting of the strategic objectives was increased from 30% to 40%. In order to emphasize the importance of meeting target-level
move-ins at our consolidated comparable communities, the 2019 annual incentive plan included a move-in multiplier that would have increased the overall strategic
objectives payout by between 10% and 50% had 2019 move-in performance been 1% to 5% in excess of the 2019 targeted number of move-ins. The target performance levels of
the objectives were generally reflective of our 2019 budget approved by the Board. 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.  18




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##### Table of Contents

Measure

Weighting


Description and Link to Strategy and Business PlanFinancial Objectives

Resident Fee Revenue


10%


Resident fee revenue was defined as our 2019 consolidated resident fee revenue, which excludes management fee revenue and reimbursed costs incurred on behalf of managed communities. This measure focused management on
improving top-line revenue of our seniors housing portfolio and Health Care Services segment, which is a critical component of our strategy. The Board and management use this measure in the budgeting process
and when evaluating our results.

Level


Payout



Target / Actual($ in MM)Maximum


200%


$
3,331Actual


105.5%


$
3,210Target


100%


$
3,203Threshold


25%


$
3,107Facility Operating Income (FOI)
(1)


40%


FOI was defined as our 2019 consolidated resident fee revenue less facility operating expense. 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.

Level


Payout



Target / Actual($ in MM)Maximum


200%


$
938Target


100%


$
868Actual


29.3%


$
819Threshold


25%


$
816Combined Adjusted Free Cash Flow (CAFCF)
(1)


10%


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 2019. The measure 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 or engage in share repurchases, and to make additional capital investments. In addition, the constituent parts of CAFCF were used in our forward-looking guidance and in
our quarterly reporting.

Level


Payout



Target / Actual($ in MM)Maximum


200%


$
(30
)Actual


103.3%


$
(59
)Target


100%


$
(60
)Threshold


25%


$
(83
)Strategic Objectives (2)

Move-Ins


7.5%


Move-ins reflect the number of new residents at our comparable consolidated community portfolio for 2019, and move-outs reflect the percentage of our residents who move out of our
comparable consolidated community portfolio for controllable reasons. Our Board and management team focus on such metrics, and the objectives reinforced our 2019 strategy to win locally and leverage scale effectively through maintaining and
improving the quality of our communities and aligning our sales, marketing, and operations teams to drive top line performance. The target levels of performance represented move-in growth of 3% compared to
2018 performance and maintaining prior-year levels of controllable move-outs.

Level


Payout



Target / ActualTarget/Max


100%



3% growthThreshold


25%



Maintaining2018performanceActual


0%



< 2018performanceMove-Outs


7.5%


Level


Payout



Target / ActualTarget/Max


100%



26.3
%Actual


78.6%



26.5
%Threshold


25%



27.1
%NPS Survey Participation


2%


As part of our 2019 business plan, we conducted a net promotor score (NPS) survey among our residents and their families to understand our customers engagement and satisfaction levels. The NPS survey and strategic
objectives reinforced managements focus on our strategic priority to provide excellent customer service and expand referral development programs in order to earn the trust of our customers and the communities in which we operate and ultimately
increase our move-ins and reduce our controllable move-outs. The target levels of performance represented 40% participation in the NPS survey and approximately 15% improvement on our NPS score versus the score
from our last survey completed in 2017.

Level


Payout



Target / ActualActual


100%



> 50
%Target/Max


100%



40
%Threshold


25%



35
%NPS Score Improvement


8%


Level


Payout



Target / ActualActual


100%



> 20%improvementTarget/Max


100%



~ 15%improvementThreshold


25%



~ 10% decrease  19




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##### Table of Contents

Measure

Weighting


Description and Link to Strategy and Business PlanCommunity Key Leader Retention


5
%

Brookdales culture is based on servant leadership, and we believe engaged associates lead to an enhanced resident experience and lower turnover, leading to improved operations. These strategic objectives focused
management on attracting, engaging, developing, and retaining the best associates by maintaining a compelling value proposition in the areas of compensation, leadership, career growth, and meaningful work. The community key leader retention
objective applied to the three key positions at our consolidated comparable communities (executive directors, sales directors, and health and wellness/nursing directors). The community associate turnover objective applied to the other positions at
our consolidated comparable communities. The corporate associate objective applied to our non-community-level associates. Each of the objectives were set to pay out at 50% for repeating 2018 performance.

Level


Payout



Target / ActualTarget/Max


100%



70
%Threshold


25%



68
%Actual


0%



< 68
%Community Associate Turnover


5
%

Level


Payout



Target  /  ActualTarget/Max


100%



48
%Threshold


25%



50
%Actual


0%



> 50
%Corporate Associate Retention


5
%

Level


Payout



Target  /  ActualActual


100%



> 83
%Target/Max


100%



80
%Threshold


25%



78
%  (1)
FOI and CAFCF are financial measures that are not calculated in accordance with generally accepted accounting principles
(GAAP). Appendix A to this Amendment shows how we calculated FOI and CAFCF, including reconciliations to the closest GAAP financial measures.  (2)
The target/max payout levels for the strategic objectives do not reflect application of the
move-in multiplier, which would have increased the overall strategic objectives payout by between 10% and 50% had 2019 move-in performance been 1% to 5% in excess of the
2019 targeted number of move-ins. Long-Term Incentive Awards Annual Review and Decisions For the 2019 compensation program, the Committee
resumed its historical practice of using a 50/50 grant value mix of time- and performance-based restricted shares for awards to the named executive officers. Based on the Consultants market compensation study, the Committee determined that
Mses. Baiers and Patchetts and Messrs. Swains and Whites target long-term equity awards were at the low end, or below, the market ranges identified in the study. Consistent with its compensation philosophy, the Committee
increased the target grant values of long-term incentive awards as noted in the table below. After making such changes, each of the named executive officers target long-term incentive awards fell within the market ranges shown in the
Consultants market compensation study, but continued to be below the market medians.  2019 Grant Valueof Long-TermIncentive Awards


Changev. 2018


No. ofTime-BasedRestrictedShares(50% Weight)


No. ofPerformance-BasedRestricted Shares(at TargetPerformance)(50%
Weight)Ms. Baier

$
4,750,002



6%



302,163



302,163Mr. Swain

$
1,300,005



30%



82,698



82,697Ms. Patchett

$
900,001



13%



57,252



57,252Mr. White

$
450,001



29%



28,626



28,626Mr. Kaestner

$
350,006



0%



22,265



22,265 Time-Based Restricted Shares The time-based
restricted shares are eligible to vest ratably in four annual installments beginning February 27, 2020, subject to continued employment.  20




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##### Table of Contents

Performance-Based Restricted Shares 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. 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 or above the target level of achievement will result in vesting of up to 125% of the first tranche and up to
150% of the second tranche, with vesting percentages to be interpolated between the levels. The weighting, performance measures, and performance targets for the performance-based restricted shares are outlined below.  Performance Measure

Weighting


Description and Link to Strategy
and Business Plan

VestingDate

Performance Targets3-Year CAGR of Same Community RevPAR for 2021 compared to 2018 (1)


75%


Revenue per available room (RevPAR) is a key performance metric utilized by the Board and management to measure both occupancy and rate performance on a monthly basis. This objective focuses our management on
delivering long-term top-line growth through increasing occupancy while maintaining rate discipline.

2/27/2022

Level

% of TargetSharesVesting


3-YearCAGR ofSameCommunityRevPARMaximum

125%


4.0%Target

100%


3.5%Threshold

25%


1.5%3-Year Relative TSR Compared to S&P Midcap 400 Index Companies (2)


25%


The relative total shareholder return (TSR) objective aligns our managements priorities with those of our stockholders to establish and achieve long-term goals
designed to increase the market value of our common stock relative to the constituent companies of a broad-based comparable index of companies.

2/27/2023

Level

% of TargetSharesVesting


RelativeTSR RankMaximum

150%


75th %ileTarget

100%


50th %ileThreshold

50%


25th %ile  (1)
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. For purposes of measuring the Companys performance, principles of revenue recognition will be consistently applied when calculating same
community RevPAR.  (2)
3-Year Relative TSR compares 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. The award agreement provides that no additional shares beyond the target number of
shares will be issued if our compound annual TSR is negative for the performance period. Other Terms of 2019 Restricted Share Awards The restricted share agreements associated with the awards described above contain non-competition,
non-solicitation, non-disparagement, and confidentiality covenants and 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). Although we do not currently maintain a dividend program on our common stock, the Committee determined to eliminate the right to receive
immediate payment of declared dividends for the 2019 awards. To the extent we declare dividends on our shares of common stock in the future, the restricted shares awarded in 2019 will accrue such dividends to be paid in cash only to the extent the
underlying restricted shares ultimately vest. Other 2019 Decisions Severance Arrangements for Mr. Kaestner Mr. Kaestner serves as
Executive Vice PresidentAsset Management and Division PresidentEntry Fee. On October 1, 2019, we announced that we had entered into definitive agreements with Healthpeak Properties, Inc. (f/k/a HCP, Inc.)  21




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##### Table of Contents

pursuant to which we agreed to, among other things, sell our interests in 16 entry fee continuing care retirement communities (CCRCs) held in an unconsolidated venture in which we held a 51%
interest, which constitutes our entry fee CCRCs division. In light of our decision to dispose of our interest in the division led by Mr. Kaestner, and to incentivize him to manage the portfolio through the closing of such transactions, the
Committee determined to enter into a letter agreement with Mr. Kaestner to amend and supplement the Amended and Restated Tier I Severance Pay Policy (the Severance Policy) as it applies to Mr. Kaestner. Under the letter
agreement, if we complete the dispositions of our interests in all 16 entry fee CCRCs before January 1, 2021, such completion will be deemed to be a change in control under the Severance Policy if Mr. Kaestner is not offered continued
acceptable employment with us or the acquiror of at least a majority of the entry fee CCRCs. An offer of continued acceptable employment means any offer of employment by us or the acquiror accepted by Mr. Kaestner, employment with us with
compensation that is not materially and significantly reduced, or employment with the acquiror with responsibilities, duties, and compensation that are not materially and significantly reduced. In addition, we agreed to request that the Committee
approve the acceleration and vesting of Mr. Kaestners outstanding equity upon consummation of such transactions. If the sale of our interests in all 16 entry fee CCRCs does not occur before January 1, 2021, the Severance Policy will
continue to apply to Mr. Kaestner without modification by the 2019 letter agreement. As of April 29, 2020, we continued efforts to complete the sale of two entry fee CCRCs held in an unconsolidated venture with Healthpeak Properties, Inc. Special Performance Bonuses for Mr. White During 2019, the Committee
determined to pay Mr. White special performance bonuses in the aggregate amount of $40,000 for his service as interim leader of human resources until May 9, 2019, following the departure of the former Chief People Officer on
December 31, 2018.   2019 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 2019 by our named executive officers. 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).  Base Salary Earned


Annual IncentiveOpportunity Earned


Value of RestrictedShares that Vested


SpecialPerformanceBonusEarned


TotalCompensationRealizedMs. Baier

$
910,000


$
657,295


$
668,971


$



$
2,236,266Mr. Swain

$
515,000


$
275,545


$
94,382


$



$
884,927Ms. Patchett

$
467,750


$
250,264


$
172,439


$



$
890,453Mr. White

$
397,500


$
148,874


$
82,353


$
40,000


$
668,727Mr. Kaestner

$
344,500


$
129,024


$
90,010


$



$
563,534 Although we made significant progress on our operational turnaround strategy during 2019, our performance for the year was below our
budgeted expectations. As a result, consistent with our pay-for-performance philosophy, such  22




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##### Table of Contents

named executive officers realized compensation was significantly less than the amounts targeted by the Committee (see Summary of 2019 Compensation Program above) and the amounts
reported in the Summary Compensation Table for 2019. Such named executive officers earned 53.5% of the target annual incentive opportunity, and the majority of performance-based restricted shares eligible to vest in 2019 were forfeited as a result
of failure to achieve the threshold level of performance for the 3-year CAGR of Adjusted Cash From Facility Operations (Adjusted CFFO) per share measure included in 2016 long-term incentive awards. Annual Incentive Plan Results A summary of the
achievement and payment to our named executive officers under the 2019 annual incentive plan is provided below. See 2019 Compensation DecisionsAnnual Incentive Plan above for the performance goals and targets, and our actual
performance, for each of the financial objectives and strategic objectives.  Financial Objectives(60% Weighting)





Strategic Objectives(40% Weighting)





TotalAchieved

Payout





Achieved

Payout





Achieved

PayoutMs. Baier

54.4%

$
400,626






52.2%

$
256,669






53.5%

$
657,295Mr. Swain

$
167,947






$
107,598






$
275,545Ms. Patchett

$
152,538






$
97,726






$
250,264Mr. White

$
90,740






$
58,134






$
148,874Mr. Kaestner

$
78,641






$
50,383






$
129,024 Long-Term Incentive Awards Results Summary of Vesting and Forfeitures During 2019, the named executive officers
realized the compensation shown in the table below with respect to vesting of restricted shares granted prior to 2019. 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 20152018


Vesting of Performance-BasedRestricted Shares Granted in20152016(1)





Total Vesting of RestrictedShares in 2019No. of Shares


Value


No. of Shares


Value





No. of Shares


ValueMs. Baier


96,812


$
668,971






$








96,812


$
668,971Mr. Swain


13,312


$
94,382






$








13,312


$
94,382Ms. Patchett


23,653


$
163,442



1,302


$
8,997







24,955


$
172,439Mr. White


11,596


$
80,217



309


$
2,135







11,905


$
82,352Mr. Kaestner


11,756


$
81,234



1,270


$
8,776







13,026


$
90,010  (1)
Details regarding our performance relative to the applicable performance targets are provided in the section below.  23




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##### Table of Contents

Results of Performance-Based Restricted Shares Eligible to Vest in 2019 During 2019, performance-based restricted shares awarded in 2015 and 2016 were eligible to vest, 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, 2019 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

Performance
Goal

% of SharesEligible to Vest

Targets

ActualResults

PercentthatVested







No. and Value ofShares that Vested(1)2015

2018 Return on Investment
(ROI) on Program Max Projects approved in 2015 and completed prior to the end of 2016 (2)

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

312% 8%

>14%

100%Ms. Patchett


1,302


$
8,997Mr. White


309


$
2,135Mr. Kaestner


1,270


$
8,7762016

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

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

38% 4%

<0%

0%Ms. Baier





$
Ms. Patchett





$
Mr. White





$
Mr. Kaestner





$
  (1)
With respect to the 2016 awards eligible to vest on February 27, 2019, the following number of shares were forfeited
as a result of failure to achieve the threshold level of performance: Ms. Baier38,820 shares; Ms. Patchett18,245 shares; Mr. White2,211 shares; and Mr. Kaestner9,057 shares.  (2)
Program Max is our development capital expenditures initiative through which we expand, renovate, reposition, or redevelop
selected existing senior living communities where economically advantageous.  (3)
Adjusted CFFO per share was defined as Adjusted Cash From Facility Operations per share as reported by the Company,
excluding federal income taxes to the extent we had become a federal income taxpayer during the performance period.  24




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##### Table of Contents

Status of Outstanding Performance-Based Restricted Shares Granted in Prior Years
 As of
December 31, 2019, the named executive officers held the number of performance-based restricted shares awarded in prior years as outlined in the table below. Vesting of the performance-based restricted shares is subject to continued employment
and achievement of performance goals established by the Committee. The table below sets forth information regarding the performance goals and targets and the number of shares subject to such awards. Performance below the threshold level of
achievement has resulted or will result in forfeiture of all shares in the applicable tranche, achievement of the targeted level of performance (or above) has resulted or 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.  Award Year

VestingDate


Performance Goal

% of SharesEligible to Vest

Targets





Shares at Target2016


2/27/2020


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 (1)

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

3 12%
 8%





Ms. Baier


12,940Ms. Patchett


6,082Mr. White


737Mr. Kaestner


3,0202017


2/27/2020


3-Year CAGR of CAFCF comparing 2019 results versus a 2016 base year (2)

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

3 23.1% 
14.3% 
11.8% 
9.3% 
3.8%





Ms. Baier


37,904Ms. Patchett


17,814Mr. White


2,158Mr. Kaestner


8,8442/27/2021


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)

3 11.0%
 9.0%
 8.0%





Ms. Baier


12,635Ms. Patchett


5,939Mr. White


720Mr. Kaestner


2,9482018


2/27/2021


Compound annual TSR,
comparing our share price of $6.53 to the volume-weighted average price for the 15 trading days ending December 31, 2020 (3)

100% (Target/Max)
 75%
 50% (Threshold)

3 23.91%
 20.17%
 16.20%





Ms. Baier


207,469Mr. Swain


53,248  (1)
Based on our actual ROI results of 13.6% for the year ended December 31, 2019, all of the shares awarded in 2016 and
eligible to vest on February 27, 2020 vested at target/maximum.  (2)
Based on our actual CAGR results of less than 3.8% for the three-year period ended December 31, 2019, all of the
shares awarded in 2017 and eligible to vest on February 27, 2020 were forfeited. 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 had become a federal income taxpayer during the performance
period.  (3)
Compound annual TSR is calculated assuming reinvestment in our common stock of any dividends or distributions paid during
the period. The $6.53 beginning share price represents our closing price per share on February 28, 2018, the date that Ms. Baier became President and Chief Executive Officer.  25




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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 2019 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 value expressed as aMultiple of Base SalaryChief Executive Officer

5.0xChief Financial Officer

4.0xExecutive Vice Presidents

3.0x multiple of their base salary as shown in the table below. 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 retention 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 Derivatives, Hedging and Pledging Our insider trading policy provides that no one subject to the policy, which includes all our
directors, officers, employees and their immediate family members and controlled entities, may engage in short sales, puts, calls or other derivative transactions, or in any hedging or monetization transactions (i.e., prepaid variable forward
contracts, equity swaps, collars, and exchange funds), involving our securities. It also provides that our directors and officers may not pledge our securities as collateral for a loan, or hold our securities in a margin account. Clawback Policies In February 2020, the Committee
adopted a Clawback and Forfeiture Policy, which applies to our current and former officers as defined in Rule 16a-1 of the Exchange Act. By its terms, the policy will apply to all short-term and long-term cash
or equity-based incentive compensation paid, earned, vested, or otherwise awarded based on performance measures, beginning with the 2020 annual incentive plan and the performance-based restricted stock units (RSUs) awarded to such
officers in February 2020. The policy provides that in the event of any material financial restatement of our reported consolidated financial statements, or that the Committee otherwise determines that a financial metric used to determine the
vesting or payment of any such performance-based compensation was calculated incorrectly in any material respect, the Committee, in its discretion, may require reimbursement of an amount equal to all or a portion of such performance-based
compensation previously vested or paid for any  26




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##### Table of Contents

performance periods which include any of the three full fiscal years immediately preceding the announcement of any financial restatement or the determination of any inaccuracy regarding
calculation of a financial metric. The amount of the recoupment will be determined by the Committee in its discretion, up to the amount of such performance-based compensation previously paid or vested with respect to such officer that is in excess
of the performance-based compensation that would have been received based on the correct financial metric or restated results. To the extent the Committee determines that any such amount should be recouped, the Committee may seek recovery by, among
other things, requiring reimbursement of performance-based compensation previously paid, canceling or rescinding outstanding equity awards, adjusting or withholding unpaid compensation, or setting off against future grants of equity-based awards. In February 2020, the Board adopted an amendment to our 2014 Omnibus Incentive Plan that provides that any award thereunder shall be subject to forfeiture,
reduction, or recoupment to the extent provided in our Clawback and Forfeiture Policy or any other future recoupment or clawback policy adopted by us. Awards thereunder continue to be subject to forfeiture, reduction, or recoupment to the extent we
adopt a policy to comply with the requirements of any applicable laws, rules, regulations, or stock exchange listing requirements, including pursuant to final SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act and to the
extent provided under applicable legal requirements which impose recoupment, including the Sarbanes-Oxley Act of 2002. The RSU award agreements used in connection
with the February 2020 awards to the named executive officers provide that in the event of a breach by the named executive officer of the non-competition,
non-solicitation, non-disparagement, or confidentiality covenants contained in the agreements, we will have the authority to cancel all such outstanding RSUs, cancel all
shares of stock beneficially owned by the named executive officer that were issued in settlement of the RSUs within 12 months on or prior to, or at any time after, the termination of the named executive officers employment, and recoup from the
named executive officer any proceeds from such officers sale, transfer, or other disposition of any such cancellable shares. To the extent the named executive
officers are eligible to receive severance pay and benefits under Ms. Baiers employment agreement and the Severance Policy, as applicable, such agreement and policy provide that any breach of a restrictive covenant applicable to the named
executive officer will result in the immediate and permanent cessation of payment of severance pay and benefits, the obligation of the named executive officer to repay to us upon our demand 90% of the amount or cost of such severance pay and
benefits, and the obligation of the named executive officer to pay our costs and expenses to enforce such obligation. Tax Considerations Section 162(m) of the Internal Revenue Code places a limit of $1 million on the amount that a company may deduct in any one year with respect to
compensation paid to any covered employee. Prior to the enactment of the Tax Cuts and Jobs Act in December 2017, Section 162(m) provided an exemption from this deduction limitation for compensation that qualified as
performance-based compensation. However, the exemption for performance-based compensation was repealed, effective for taxable years beginning after December 31, 2017, subject to transition relief for certain arrangements in place as
of November 2, 2017. These and other changes cause more elements of our compensation to be non-deductible under Section 162(m) and eliminated the Companys ability to structure performance-based
awards to be exempt from Section 162(m). While the Committee will continue to consider tax implications in making compensation decisions, the Committee will not necessarily limit executive compensation to that which is or may be deductible
under Section 162(m). The Committee believes that the interests of our stockholders are best served if it maintains flexibility in compensating executive officers in a manner designed to promote varying corporate goals even though some
compensation awards may result in non-deductible compensation expense. 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.  27




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##### Table of Contents

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 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 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 in the Severance Policy as a Designated Officer as defined therein, and each of Messrs. Swain, White, and Kaestner
participates in the Severance Policy as a Selected Officer as defined therein. Mr. Kaestner is also party to separate letter agreements with us dated effective as of August 6, 2010 and September 25, 2019, which provide for
certain modifications of the Severance Policy as it applies to Mr. Kaestner. Under the Severance Policy, the participating named executive officers are entitled to severance payments if their employment is terminated by us without cause (or by
Mr. Kaestner for good reason) 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 potential 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 outstanding equity award agreements, is
set forth under Potential Payments Upon Termination or Change in Control below.  2020 Compensation Decisions
 When making annual compensation decisions for 2020, the Committee conducted a comprehensive review of our executive compensation program similar to the
review conducted for 2019 annual compensation decisions. With respect to market compensation practices, the Consultant reviewed our compensation peer group and recommended that it be updated to replace LifePoint Hospitals, Inc., Magellan Health,
Inc., and Wyndham Destinations with LHC Group, Inc., Norwegian Cruise Line Holdings Ltd., Wyndham Hotels & Resorts, Inc., and  28




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##### Table of Contents

Chemed Corporation to reflect mergers and acquisitions activity and 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. The Committee, as advised by the Consultant, considered target total direct compensation within a range of +/-
20% of median as reported in the Consultants study to be competitive. The Committee found that Ms. Baiers target total direct compensation was slightly below the market median, and that Messrs. Swains and Whites base
salaries, target total cash compensation, target long-term equity awards, and target total direct compensation were at the low end, or below, the median market ranges. Following completion of its review, the Committee approved the principal elements
of compensation of our named executive officers for 2020 as summarized in the table below. With the 2020 changes, the elements of Messrs. Swains and Whites compensation fell within the market ranges shown in the market compensation
study, but continued to be below the market medians.  2020 BaseSalary


Change v.2019


2020 TargetAnnualIncentiveOpportunity


Change v.2019


2020 GrantValue ofLong-TermIncentiveAwards(1)


Change v.2019(1)


2020 TargetTotal DirectCompensation


Change v.2019Ms. Baier


$   938,000



3%



135%



%



$  4,900,000



3%



$    7,104,300



3%Mr. Swain


$   575,000



12%



100%



%



$  1,700,000



31%



$    2,850,000



22%Ms. Patchett


$   467,750



%



100%



%



$     900,000



%



$    1,835,500



%Mr. White


$   425,000



7%



70%



%



$     550,000



22%



$    1,272,500



13%Mr. Kaestner


$   355,000



3%



70%



%



$     350,000



%



$       953,500



2%  (1)
The dollar amount of the 2020 long-term incentive awards, and the percentage change versus 2019, is based on the grant
value of such awards (i.e., number of restricted stock units granted at target performance, multiplied by the stock price on the date of grant). The 2020 annual incentive plan, as approved by the Committee, continues to be based on company financial objectives and strategic objectives weighted consistently with
2019, with the target levels of performance generally reflective of our 2020 budget approved by the Board at the beginning of 2020. The performance objectives are generally consistent with the 2019 annual incentive opportunity, except a quality
measure will be used in lieu of the NPS-related objectives. The Committee is assessing the performance objectives and targets of the 2020 annual incentive plan in light of the
COVID-19 pandemic. For the 2020 long-term incentive awards, a 50/50 grant value mix of time- and performance-based equity
was used for the named executive officers, consistent with the 2019 program. The performance objectives for the performance-based equity awards continue to be weighted at 75% using the 3-year CAGR of same
community RevPAR objective and 25% using the 3-year relative TSR objective. The Committee determined to utilize restricted stock units for the 2020 program on substantially the same terms as the 2019
restricted share awards, except that the 2020 awards no longer provide for partial single-trigger acceleration of equity upon a change in control unless the awards are not assumed, continued, or substituted with an award relating to a
publicly-traded security of the acquiror (or the Company) on the same terms and conditions that were applicable to the outstanding awards immediately prior to the change in control, in which case such awards would vest and be settled upon the change
in control.  29




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##### Table of Contents

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 Victoria L. Freed Denise W. Warren  30




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##### Table of Contents

Summary Compensation Table for 2019 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


2019



910,000







4,773,420



657,295



10,186



6,350,9012018



782,248



50,000



3,551,872



281,023



9,112



4,674,2552017



550,000







1,500,013



196,150



161,025



2,407,188Steven E. Swain Executive Vice
President and Chief Financial Officer


2019



515,000







1,306,414



275,545



20,490



2,117,4492018



161,538



100,000



802,324



46,038



162,235



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


2019



467,750







904,438



250,264



9,037



1,631,4892018



437,750



450,000



800,004



62,905



7,783



1,758,4422017



425,000







705,004



134,995



7,026



1,272,025Chad C. White Executive Vice
President, General Counsel and Secretary


2019 
2018



397,500 
350,000



40,000 
300,000



452,219 
350,009



148,874 
81,396



7,807 
7,198



1,046,400 
1,088,604H. Todd
Kaestner Executive Vice President 
Asset Management and Division
PresidentEntry Fee


2019



344,500







351,731



129,024



9,134



834,389  (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; Ms. Patchett previously served as Executive Vice PresidentCommunity Operations until March 23, 2020, and Mr. Kaestner previously served as Executive Vice PresidentCorporate Development
until June 30, 2019.  (2)
The 2019 amount for Mr. White consists of special performance bonuses paid to Mr. White for his service as
interim leader of human resources until May 9, 2019 following the departure of the former Chief People Officer on December 31, 2018.  (3)
Represents the aggregate grant date fair value of time- and performance-based restricted shares computed in accordance
with ASC 718. See Note 2 to our Consolidated Financial Statements included in the Original Filing for a summary of the assumptions made in the valuation of these awards. See footnotes 2 and 3 to the Grants of Plan-Based Awards Table for the grant
values of performance-based restricted shares awarded in 2019 assuming maximum levels of performance.  (4)
Represents the payout of each named executive officers annual cash incentive opportunity with respect to performance
in the applicable year.  (5)
For each of the named executive officers, the 2019 amount includes the employer matching contribution to our 401(k) Plan
and premiums on Company-provided life and disability insurance. For Mr. Swain, the 2019 amount also includes the incremental cost to the Company of $12,457 for relocation assistance provided to Mr. Swain, including associated tax gross ups
of $4,902.  31




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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 2019. To the extent we declare dividends on our shares of common stock,
the restricted shares awarded in 2019 will accrue such dividends to be paid in cash only to the extent the underlying restricted shares ultimately vest.  Name

Grant Date


Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards





Estimated Possible Payouts
Under Equity Incentive Plan
Awards


All OtherStockAwards:Numberof Sharesof Stockor Units(#)


GrantDate Fair Value ofStockAwards
($)Threshold
($)


Target
($)


Maximum
($)





Threshold
(#)


Target
(#)


Maximum
(#)Ms. Baier


  (1)



307,125



1,228,500



2,211,3002/11/2019  (2)



















56,656



226,622



283,277







1,781,2492/11/2019  (3)



















37,770



75,541



113,311







617,1702/11/2019  (4)































302,163



2,375,001Mr. Swain


  (1)



128,750



515,000



927,0002/11/2019  (2)



















15,506



62,023



77,528







487,5012/11/2019  (3)



















10,337



20,674



31,011







168,9072/11/2019  (4)































82,698



650,006Ms. Patchett


  (1)



116,938



467,750



841,9502/11/2019  (2)



















10,735



42,939



53,673







337,5012/11/2019  (3)



















7,157



14,313



21,469







116,9372/11/2019  (4)































57,252



450,001Mr. White


  (1)



69,563



278,250



500,8502/11/2019  (2)



















5,368



21,470



26,837







168,7542/11/2019  (3)



















3,578



7,156



10,734







58,4652/11/2019  (4)































28,626



225,000Mr. Kaestner


  (1)



60,288



241,150



434,0702/11/2019  (2)



















4,175



16,699



20,873







131,2542/11/2019  (3)



















2,783



5,566



8,349







45,4742/11/2019  (4)































22,265



175,003  (1)
Amounts represent the threshold, target, and maximum payout levels under our 2019 annual incentive plan. The actual
payouts are reported in the Summary Compensation Table as Non-Equity Incentive Plan Compensation in the following amounts: Ms. Baier$657,295; Mr. Swain$275,545;
Ms. Patchett$250,264; Mr. White$148,874; and Mr. Kaestner$129,024.  (2)
Represents performance-based restricted shares granted under our 2014 Omnibus Incentive Plan which are eligible to vest on
February 27, 2022, subject to continued employment and the achievement of 3-year CAGR of same community RevPAR performance targets as described above. The values reported in the table represent the grant
date fair values computed in accordance with ASC 718, which are equivalent to the grant values (i.e., number of shares granted at target performance level, multiplied by the closing price on the date of grant). Achievement at the threshold, target,
and maximum or above performance levels will result in vesting of 25%, 100%, and 125% of the target number of shares, respectively, and vesting percentages will be interpolated between threshold and target, and target and maximum performance levels.
Failure to achieve the threshold  32




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##### Table of Contents

performance level will result in forfeiture of all such shares. The grant values of the awards (i.e., number of shares granted multiplied by the closing price on the date of grant) assuming
achievement at or above the maximum performance level are: Ms. Baier$2,226,557; Mr. Swain$609,370; Ms. Patchett$421,870; Mr. White$210,939; and Mr. Kaestner$164,062.  (3)
Represents performance-based restricted shares granted under our 2014 Omnibus Incentive Plan which are eligible to vest on
February 27, 2023, subject to continued employment and the achievement of 3-year relative TSR performance targets as described above. The values reported in the table represent the grant date fair values
computed in accordance with ASC 718, which were 4% more than the grant values (i.e., number of shares granted at target performance level, multiplied by the closing price on the date of grant). Achievement at the threshold, target, and maximum or
above performance levels will result in vesting of 50%, 100%, and 150% of the target number of shares, respectively (provided that no additional shares beyond the target number of shares will be issued if our compound annual TSR is negative for the
performance period), and vesting percentages will be interpolated between threshold and target, and target and maximum performance levels. Failure to achieve the threshold performance level will result in forfeiture of all such shares. The grant
values of the awards (i.e., number of shares granted multiplied by the closing price on the date of grant) assuming achievement at or above the maximum performance level are: Ms. Baier$890,624; Mr. Swain$243,746;
Ms. Patchett$168,746; Mr. White$84,369; and Mr. Kaestner$65,623.  (4)
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, 2020, subject to continued employment.  33




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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, 2019. The market values of such awards
are based on $7.27 per share, the closing market price of our stock on December 31, 2019.  Stock AwardsName

Grant Date


Number of Sharesor Units of StockThat Have NotVested (#)(1)


Market Value ofShares or Units ofStock That HaveNot Vested ($)


Equity Incentive PlanAwards: Number ofUnearned Shares,Units or OtherRights That HaveNot Vested
(#)


Equity Incentive PlanAwards: Market orPayout Value ofUnearned Shares, Unitsor Other Rights ThatHave Not Vested
($)Ms. Baier


2/26/2016



12,940



94,074



12,940  (2)



94,0742/13/2017



25,270



183,713



20,215  (3)



146,9631/5/2018



77,479



563,272







1/5/2018



58,110



422,460







3/5/2018



155,602



1,131,227



103,735  (4)



754,1502/11/2019



302,163



2,196,725



264,392  (5)



1,992,130Mr. Swain


9/10/2018



39,937



290,342



26,624  (4)



193,5562/11/2019



82,698



601,214



72,360  (5)



526,057Ms. Patchett


2/26/2016



6,082



44,216



6,082  (2)



44,2162/13/2017



11,877



86,346



9,501  (3)



69,0721/5/2018



41,322



300,411







1/5/2018



30,993



225,319







2/11/2019



57,252



416,222



50,095  (5)



364,191Mr. White


2/26/2016



2,212



16,081



737  (2)



5,3582/13/2017



4,319



31,399



1,151  (3)



8,3685/4/2017



1,780



12,941







1/5/2018



18,079



131,434







1/5/2018



13,560



98,581







2/11/2019



28,626



208,111



25,048  (5)



182,099Mr. Kaestner


2/26/2016



3,020



21,955



3,020  (2)



21,9552/13/2017



5,897



42,871



4,717  (3)



34,2931/5/2018



18,079



131,434







1/5/2018



13,560



98,581







2/11/2019



22,265



161,867



19,482  (5)



141,634  (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s September 2018
award) 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 vested 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 was subject to continued employment and the
achievement of specified performance targets based on our 2019 ROI on Program Max projects as described above. The number of shares reported represents the target level of performance, and such reported shares vested on February 27, 2020 based
on our actual performance.  (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 were 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, each as described above. 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37,904 shares; Ms. Patchett17,814 shares; Mr. White2,158 shares; and Mr. Kaestner8,844 shares.  34




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##### Table of Contents

(4)
Represents performance-based restricted shares, which are eligible to vest on February 27, 2021, subject to continued
employment and the achievement of compound annual TSR performance targets based on a beginning stock price of $6.53 per share as described above. The number of shares reported represents the threshold level of performance.  (5)
Represents performance-based restricted shares with the terms described in footnotes 2 and 3 to the Grants of Plan-Based
Awards Table. The number of shares reported represents the target level of performance with respect to the shares eligible to vest on February 27, 2022 based on our 3-year CAGR of same community RevPAR
performance, and the threshold level of performance with respect to the shares eligible to vest on February 27, 2023 based on our 3-year relative TSR performance. Stock Vested for 2019 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 2019.  Stock AwardsNumber of Shares Acquired on Vesting (#)


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


96,812



668,971Mr. Swain


13,312



94,382Ms. Patchett


24,955



172,439Mr. White


11,905



82,353Mr. Kaestner


13,026



90,010  (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, 2019 (Ms. Baier96,812 shares; Ms. Patchett24,955 shares; Mr. White10,125 shares; and Mr. Kaestner13,026 shares); May 20, 2019
(Mr. White1,780 shares); and November 19, 2019 (Mr. Swain13,312 shares). 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.  35




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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 named executive officers assuming termination of
employment on December 31, 2019, with equity-based amounts based on $7.27 per share, the closing market price of our stock on December 31, 2019.  Name/Benefit

VoluntaryResignation byExecutive($)


Terminationby us forCause($)


Terminationby us withoutCause($)


Terminationby us withoutCausefollowing aChange inControl($)


Terminationby Executivefor GoodReason($)


Disability($)


Death($)Ms. BaierSalary










1,365,000



1,820,000



1,365,000







Pro-Rata Bonus (1)










657,295



657,295



657,295



657,295



657,295Severance Bonus










1,842,750



2,457,000



1,842,750







PTO


70,000



70,000



70,000



70,000



70,000



70,000



70,000COBRA










15,219



15,219



15,219







Accelerated Vesting of Restricted Shares  (2)










1,628,705



8,757,987



926,249



1,628,705



1,628,705Total


70,000



70,000



5,578,969



13,777,501



4,876,513



2,356,000



2,356,000Mr. SwainSalary










515,000



772,500











Pro-Rata Bonus (1)










275,545



275,545







275,545



275,545Severance Bonus










515,000



772,500











PTO


26,711



26,711



26,711



26,711



26,711



26,711



26,711COBRA










8,285



12,427











Accelerated Vesting of Restricted Shares  (2)










247,078



1,879,877







247,078



247,078Total


26,711



26,711



1,587,619



3,739,560



26,711



549,334



549,334Ms. PatchettSalary










701,625



935,500











Pro-Rata Bonus (1)










250,264



250,264







250,264



250,264Severance Bonus










701,625



935,500











PTO


35,981



35,981



35,981



35,981



35,981



35,981



35,981COBRA










14,900



14,900











Accelerated Vesting of Restricted Shares  (2)










460,962



1,705,637







460,962



460,962Total


35,981



35,981



2,165,357



3,877,782



35,981



724,207



747,207Mr. WhiteSalary










397,500



596,250











Pro-Rata
Bonus  (1)










148,874



148,874







148,874



148,874Severance Bonus










278,250



417,375











PTO


30,578



30,578



30,578



30,578



30,578



30,578



30,578COBRA


























Accelerated Vesting of Restricted Shares  (2)










200,674



732,940







200,674



200,674Total


30,578



30,578



1,055,876



1,926,017



30,578



380,126



380,126Mr. KaestnerSalary










344,500



516,750



344,500







Pro-Rata
Bonus  (1)










129,024



129,024







129,024



129,024  36




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##### Table of Contents

Name/Benefit

VoluntaryResignation byExecutive($)


Terminationby us forCause($)


Terminationby us withoutCause($)


Terminationby us withoutCausefollowing aChange inControl($)


Terminationby Executivefor GoodReason($)


Disability($)


Death($)Severance Bonus










241,150



361,725



180,863







PTO


26,501



26,501



26,501



26,501



26,501



26,501



26,501COBRA










13,828



20,742



13,828







Accelerated Vesting of Restricted Shares  (2)










204,382



726,258







204,382



204,382Total


26,501



26,501



959,385



1,781,000



565,692



359,907



359,907  (1)
The amounts listed in the applicable columns represent the amount payable to the named executive officer under the 2019
annual incentive plan based on our actual performance in 2019.  (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 outstanding performance-based
restricted shares would remain outstanding an eligible to vest only if and to the extent the relevant performance targets were achieved. The amounts in the applicable columns in respect of the potential vesting of these performance-based restricted
shares include the performance-based restricted shares awarded in 2016 that vested on February 27, 2020 and consist of $94,074 for Ms. Baier, $44,216 for Ms. Patchett, $5,358 for Mr. White, and $21,955 for Mr. Kaestner. 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.  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, equity award agreements with the named executive officers provide for the treatment of outstanding restricted shares and restricted stock units upon certain terminations of employment. 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 equity award
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, and upon termination of a named executive officers employment due to death or disability, our 2019 annual incentive plan and Ms. Baiers employment agreement provide that the annual
bonus will be paid to the extend earned, pro-rated based on the number of days employed during the year. Employment Agreement 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.  37




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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. 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 equity awards 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 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. 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. Severance Policy Ms. Patchett
participates in the Severance Policy as a Designated Officer as defined therein, and each of Messrs. Swain, White, and Kaestner participates in the Severance Policy as a Selected Officer as defined therein. Mr. Kaestner
is party to separate letter agreements with us dated effective as of August 6, 2010 and September 25, 2019, which provide for certain modifications of the Severance Policy as it applies to Mr. Kaestner, described further below.  38




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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) without cause or without cause or for good reason within 18 months following a change in control.  Separation without Cause Notwithin 18 Months FollowingChange in Control

Separation without Cause or forGood Reason within 18 MonthsFollowing Change in 
Control

Other Severance Pay andBenefits for BothCircumstancesMs. Patchett

  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 dueMessrs. Swain, White, and Kaestner

  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 In addition to the foregoing, pursuant to Mr. Kaestners 2010 letter agreement, if Mr. Kaestner separates from service for
good reason otherwise than within 18 months following a change in control, he will be eligible to receive 100% of his annual salary and 75% of his target annual bonus payable over 12 months. Further, pursuant to Mr. Kaestners 2019 letter
agreement, if we complete the dispositions of our interests in our 16 entry fee CCRCs before January 1, 2021, such completion will be deemed to be a change in control under the Severance Policy if Mr. Kaestner is not offered continued
acceptable employment with us or the acquiror of at least a majority of the entry fee CCRCs. An offer of continued acceptable employment means any offer of employment by us or the acquiror accepted by Mr. Kaestner, employment with us with
compensation that is not materially and significantly reduced, or employment with the acquiror with responsibilities, duties, and compensation that are not materially and significantly reduced. In addition, pursuant to such letter, we agreed to
request that the Committee approve the acceleration and vesting of any of Mr. Kaestners outstanding equity awards upon consummation of such transactions. If our sale of our interests in all 16 entry fee CCRCs does not occur before
January 1, 2021, the Severance Policy will continue to apply to Mr. Kaestner without modification by such letter. Payments of the foregoing 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. In 2020,
the Committee amended the Severance Policy to further condition payments of such severance pay and benefits upon the executive having executed and delivered an enforceable non-competition covenant acceptable
to the Company with a duration of 12 months following termination of employment. The executive must acknowledge in the waiver and release that all restrictive covenants, including the foregoing non-competition
covenant and covenants contained in equity award agreements 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 Equity Award Agreements Time-Based Restricted Shares Granted Prior to 2020 With respect to time-based restricted shares granted prior to 2020 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  39




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##### Table of Contents

immediately be forfeited; (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, and (iii) 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 a 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 had occurred on or prior to February 27, 2019, 25% of the unvested restricted shares would have immediately vested and the remaining unvested restricted shares would have
immediately been forfeited, and if the termination had occurred after February 27, 2019 and on or before February 27, 2020, 50% of the unvested restricted shares would have immediately vested and the remaining unvested restricted shares
would have immediately been forfeited; (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 will vest on
the previously established vesting dates, subject to continued employment; provided, however, that if the change in control had occurred on or prior to February 27, 2019, 25% of the unvested restricted shares would have immediately vested and
if the change in control had occurred after February 27, 2019 and on or before February 27, 2020, 50% of the unvested restricted shares would have immediately vested; and (iii) if 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 a change in control, all remaining unvested restricted shares will immediately vest. Time-Based Restricted Stock Units Granted in 2020 With respect to time-based
RSUs granted in 2020: (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, by her for good reason as defined in her employment agreement), the next
tranche of unvested RSUs will vest upon such termination and be settled within 30 days, and the remaining outstanding RSUs will immediately be forfeited; (ii) upon the occurrence of a change in control in which the outstanding RSUs are not
assumed, continued, or substituted with an award relating to a publicly-traded security of the acquiror (or the Company) on the same terms and conditions that were applicable to the outstanding RSUs immediately prior to the change in control, such
outstanding RSUs will vest and be settled upon consummation of the change in control; and (iii) 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 a change in control in which such outstanding RSUs were assumed, continued, or substituted, all RSUs outstanding at the time of such
termination will vest upon such termination and be settled within 30 days. Performance-Based Restricted Shares Granted in 2016 and 2017 With respect to performance-based restricted shares awarded in 2016 and 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 awards, if the termination had occurred on or prior to the second anniversary or first anniversary prior to the vesting date for the
first tranche of shares, the executive would have only been 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 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  40




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shares will immediately vest. However, if the change in control had occurred 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 the unvested restricted shares would have immediately vested. 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. Performance-Based Restricted Shares Granted in 2018 With respect to
the performance-based restricted shares awarded in 2018, if an executives employment was or 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 would have remained 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 would have been immediately
forfeited; (ii) after February 27, 2019 and on or before February 27, 2020, two-thirds of the shares would have remained 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 would have been 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 would have accelerated and vested and the remainder would have converted 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 would have accelerated and vested and the
remainder would have converted 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. Performance-Based Restricted Shares Granted in 2019 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) would have remained outstanding and eligible to vest upon the Committees certification of our performance following December 31, 2021, and the remainder of such outstanding shares would
have been 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  41




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##### Table of Contents

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 had occurred on or before February 27, 2020,
one-third of the First Tranche Shares and one-fourth of the Second Tranche Shares would have accelerated and vested, and the remaining First Tranche Shares and Second
Tranche Shares would have been 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. Performance-Based Restricted Stock Units Granted in 2020 With respect to performance-based RSUs granted in 2020, 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), a pro-rata percentage of the RSUs will remain outstanding following such termination and will be eligible to vest
subject to achievement of the performance criteria as of the applicable vesting date, and the remaining outstanding RSUs will immediately be forfeited. For purposes of these awards, the pro-rata percentage
means: with respect to the RSUs eligible to vest on February 27, 2023, 33 1/3%, 66 2/3%, and 100% if such termination of employment occurs on or prior to February 27, 2021, after February 27, 2021 but on or prior to February 27,
2022, and after February 27, 2022, respectively; and with respect to the RSUs eligible to vest on February 27, 2024, 25%, 50%, 75% and 100% if such termination of employment occurs on or prior to February 27, 2021, after
February 27, 2021 but on or prior to February 27, 2022, after February 27, 2022 but on or prior to February 27, 2023, and after February 27, 2023, respectively. Under the terms of such outstanding RSUs, upon the occurrence of a change in control in which the outstanding RSUs are not assumed, continued, or substituted with an
award relating to a publicly-traded security of the acquiror (or the Company) on the same terms and conditions that were applicable to the outstanding RSUs immediately prior to the change in control, such outstanding RSUs will vest and be settled
upon consummation of the change in control. If such outstanding awards are so assumed, continued, or substituted, the outstanding RSUs will continue to vest at target level performance conditioned only upon continued employment if such change in
control occurs prior to the conclusion of the performance period on December 31, 2022, and the outstanding RSUs determined after application of the performance criteria will continue to vest conditioned only upon continued employment if such
change in control occurs on or after conclusion of such performance period. With respect to such assumed, continued, or substituted RSUS, 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)  42




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within 12 months following a change in control, all RSUs outstanding at the time of such termination will vest upon such termination and be settled within 30 days. 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 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.  43




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##### Table of Contents

Compensation Committee Interlocks and Insider Participation During 2019, Mses. Freed and Warren, Mr. Bumstead, and former director Jackie M. Clegg 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 2019, 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 317:1. The median of the annual total compensation of our employees, other than Ms. Baier, was $20,057 for 2019. We identified the median employee using our employee population of approximately 58,400 employees as of December 31, 2019, 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.  44




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##### Table of Contents

Director
Compensation  Non-Employee Director Compensation Program The table below sets forth the elements of the non-employee director compensation program. During 2019, the Committee reviewed the
program, including receiving a market compensation study from the Consultant regarding the practices of the compensation peer group approved by the Committee for 2019 annual compensation decisions. The Committee made no changes to the program at
that time. Later during the year, the Committee recommended, and the Board approved, a change to the program such that if a director retires prior to the date of the annual grant of immediately vested stock or concludes his or her service at the
expiration of his or her term of office, a pro-rata cash amount will be payable to the director at the time of retirement or expiration in lieu of the annual grant of immediately vested shares, in recognition
of the partial year of service. The Committee also recommended, and the Board approved, an increase to the retainer for service as chair of the Investment Committee from $10,000 to $15,000 effective October 29, 2019. In 2020, the Committee again reviewed the non-employee director compensation program, including receiving a market compensation
study from the Consultant related to the peer group approved by the Committee for 2020 annual compensation decisions. Following such review, the Committee recommended, and the Board approved, the changes to the program noted below.  Cash Fees

2019


Changes for 2020

DescriptionAnnual Retainer

$
100,000


No change

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

$
20,000


No changeCompensation/NCG

$
15,000


No changeInvestment (1)

$
15,000


No changeMeeting Attendance Fees:Per Board Meeting

$
3,000


Applicable only tomeetings in excessof 6 per yearPer Committee Meeting(Members Only)

$
2,000


Applicable only tomeetings inexcess of 8 perdirector per yearEquity AwardsAnnual Grant of Immediately Vested Stock under 2014 Omnibus Incentive Plan

$
100,000


Increased to$135,000(applicable to2021 award for2020 service)

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. If a director retires prior to the annual grant date or concludes his or her service at the expiration of his or her term of  45




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office, a pro-rata cash amount will be payable to the director at the time of retirement or expiration in lieu of the annual grant of immediately vested shares, in recognition of the
partial year of service.Initial Grant of Restricted Shares under 2014 Omnibus Incentive Plan

$
100,000


No change

Granted to each new non-employee director upon joining the Board. The restricted shares awarded during 2019 are eligible to vest on the earlier to
occur of the 2020 annual meeting of stockholders or the first anniversary of our 2019 annual meeting, subject to the directors continued service.  (1)
The retainer payable to the chair of the Investment Committee was increased from $10,000 to $15,000 effective
October 29, 2019. 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 Non-Executive Chairman of the Board Mr. Wielansky served as our Non-Executive Chairman of the Board through December 31, 2019. His compensation
arrangements for service as Non-Executive Chairman remained unchanged from 2018 when he was appointed to serve in the role. Under such arrangements Mr. Wielansky received compensation applicable generally
to non-employee directors described above and received an additional annual cash retainer of $250,000 for his service as Non-Executive Chairman through 2019. All cash
amounts were payable as noted in the table above. The Board appointed Mr. Sansone as Non-Executive Chairman of the
Board effective January 1, 2020. In connection with his appointment, the Committee recommended, and the Board approved, a reduction to the retainer for service as Non-Executive Chairman. Such reduction
reflected the Committees view that the time commitment of the Non-Executive Chair role had reduced since we initiated a turnaround strategy under new leadership in 2018. As a result, Mr. Sansone
receives compensation applicable generally to non-employee directors described above and receives an additional annual cash retainer of $100,000 for his service as
Non-Executive Chairman. All cash amounts are payable as noted in the table above. Director Stock
Ownership Guidelines The Board has adopted Stock Ownership Guidelines that require each of our non-employee directors
to maintain ownership of a multiple of the non-employee directors annual cash retainer for service on the Board, exclusive of any retainers for service as chairman of the Board or any of its committees
and any cash meeting fees. In 2020, the Board amended the guidelines to increase the multiple from 3.0x to 5.0x of the annual cash retainer after reviewing the practices of the compensation peer group approved by the Committee for 2020. 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, 2020, each of our non-employee directors is in compliance with the
guidelines, but each other than Mr. Bumstead holds fewer shares than required by the increased 5.0x guideline. Therefore, each of the non-employee directors other than Mr. Bumstead will be expected
to retain at least 50% of any shares obtained through our stock incentive plans until the required holding level is met.  47




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##### Table of Contents

Director Compensation for 2019 The following table sets forth the compensation awarded to, earned by, or paid to our directors for the year ended December 31, 2019, other than Ms. Baier whose
compensation information is set forth under Executive Compensation. Each of the directors included in the table served for the full-year 2019, except that Ms. Freed and Mr. Sansone joined the Board at the Companys 2019
annual meeting of stockholders held on October 29, 2019 as successors to former directors Jackie M. Clegg and James R. Seward, whose terms expired at the annual meeting.  Name

Fees Earned orPaid in Cash


Stock
Awards(1)(2)


All OtherCompensation


TotalMarcus E. Bromley

$
157,000


$
99,995(3)


$



$
256,995Frank M. Bumstead

$
190,000


$
99,995(3)


$



$
289,995Victoria L. Freed

$
24,391


$
99,996(4)


$



$
124,387Rita Johnson-Mills

$
170,609
(5)

$
41,367(3)


$



$
211,976Guy P. Sansone

$
20,391


$
99,996(4)


$



$
120,387Denise W. Warren

$
172,500


$
24,382(3)


$



$
196,882Lee S. Wielansky

$
406,609


$
99,995(3)


$



$
506,604Jackie M. Clegg

$
249,052
(6)

$
99,995(3)


$



$
349,047James R. Seward

$
227,408
(6)

$
99,995(3)


$



$
327,403  (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 2 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, 2019, (i) none of the directors held any unvested stock awards, except that each of Ms. Freed
and Mr. Sansone held 14,727 time-based restricted shares, and (ii) Ms. Johnson-Mills held 3,580 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
February 11, 2019, consisting of: 12,722 immediately vested shares for each of Messrs. Bromley, Bumstead, Wielansky, and Seward and Ms. Clegg; 5,263 immediately vested shares for Ms. Johnson-Mills; and 3,102 immediately vested shares
for Ms. Warren.  (4)
Represents the grant date fair value of the initial grant of 14,727 time-based restricted shares awarded on
December 13, 2019 to each of Ms. Freed and Mr. Sansone in connection with their joining the Board on October 29, 2019.  (5)
Ms. Johnson-Mills elected to receive vested restricted stock units in lieu of a portion of her cash compensation for
service during 2019. The reported amount includes: 1,060 vested restricted stock units issued on April 1, 2020 for service during the first quarter of 2019 with a grant date fair value of $6,996; 1,338 vested restricted stock units issued on
July 1, 2019 for service during the second quarter of 2019 with a grant date fair value of $9,995; 1,182 vested restricted stock units issued on October 1, 2019 for service during the third quarter of 2019 with a grant date fair value of
$9,196; and 1,089 vested restricted stock units issued on January 1, 2020 for service during the fourth quarter of 2019 with a grant date fair value of $7,917.  (6)
Includes $82,740 of cash paid to each of Ms. Clegg and Mr. Seward, representing the cash amount paid in lieu of
the pro-rata annual grant of immediately vested stock for service through the expiration of their terms of office at the Companys 2019 annual meeting of stockholders held on October 29, 2019.  48




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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, 2020, 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 183,164,490 shares of our common stock outstanding as of
that date (excluding restricted shares and restricted stock units). 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


PercentageExecutive Officers and Directors (1)Lucinda M. Baier


252,154



*Steven E. Swain


22,659



*Mary Sue Patchett


101,238



*Chad C. White


50,928



*H. Todd Kaestner


98,868



*Jordan R. Asher






*Marcus E. Bromley


75,171



*Frank M. Bumstead


300,224



*Victoria L. Freed


2,491



*Rita Johnson-Mills


41,907



*Guy P. Sansone


2,491



*Denise W. Warren


48,606



*Lee S. Wielansky


101,338



*All executive officers and directors as a group (17 persons)


1,252,845



*5% StockholdersGlenview Capital Management, LLC (2)


17,633,572



9.6%Deerfield Partners, L.P. (3)


17,291,933



9.4%The Vanguard Group (4)


17,228,568



9.4%Dimensional Fund Advisors LP (5)


14,895,528



8.1%Renaissance Technologies LLC (6)


14,372,920



7.8%BlackRock, Inc. (7)


14,292,257



7.8%Camber Capital Management (8)


12,500,000



6.8%Macquarie Group Limited (9)


10,016,040



5.5%  49




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##### Table of Contents

*
Less than 1%  (1)
Consists of shares of common stock held as of April 24, 2020, shares of restricted stock scheduled to vest on or
before June 23, 2020, and for Mr. Bromley and Ms. Johnson-Mills 14,205 and 6,679 vested restricted stock units, respectively, held by the director, which were issued at the directors election in lieu of a portion of quarterly
cash compensation for service as a director. The reported amounts exclude the following number of restricted shares and RSUs outstanding as of April 24, 2020 (assuming target performance for performance-based restricted shares and RSUs):
Ms. Baier1,677,502; Mr. Swain479,384; Ms. Patchett301,894; Mr. White158,220; Mr. Kaestner121,696; Ms. Freed14,727; Mr. Sansone14,727; and all executive officers and
directors as a group1,252,845.  (2)
Information regarding Glenview Capital Management, LLC (Glenview) is based solely on a Schedule 13G/A filed
with the SEC on February 14, 2020 by Glenview and Larry Robbins. Glenview reported that it has shared voting power and shared dispositive power with respect to the shares reported in the table. The address of the principal business office of
Glenview is 767 Fifth Avenue, 44th Floor, New York, NY 10153.  (3)
Information regarding Deerfield Partners, L.P. (Deerfield) is based solely on a Schedule 13G filed with the
SEC on March 9, 2020 by Deerfield, its general partner Deerfield Mgmt, L.P., its investment advisor Deerfield Management Company, L.P., and James Flynn. Deerfield reported that it has shared voting power and shared dispositive power with
respect to the shares reported in the table. The address of the principal business office of Deerfield is 780 Third Avenue, 37th Floor, New York, NY 10017.  (4)
Information regarding The Vanguard Group (Vanguard) is based solely on a Schedule 13G/A filed with the SEC on
February 12, 2020 by Vanguard. Vanguard reported that it has sole voting power with respect to 179,694 shares, shared voting power with respect to 39,627 shares, sole dispositive power with respect to 17,034,589 shares and shared dispositive
power with respect to 193,979 shares. The address of the principal business office of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.  (5)
Information regarding Dimensional Fund Advisors LP (Dimensional Fund) is based solely on a Schedule 13G/A
filed with the SEC on February 12, 2020 by Dimensional Fund. Dimensional Fund reported that it has sole voting power with respect to 14,455,205 shares and sole dispositive power with respect to 14,895,528 shares. The address of the principal
business office of Dimensional Fund is Building One, 6300 Bee Cave Road, Austin, TX 78746.  (6)
Information regarding Renaissance Technologies LLC (Renaissance) is based solely on a Schedule 13G filed with
the SEC on February 12, 2020 by Renaissance and Renaissance Technologies Holdings Corporation. Renaissance reported that it has sole voting power with respect to 14,161,832 shares, sole dispositive power with respect to 14,306,769 shares, and
shared dispositive power with respect to 66,151 shares. The address of the principal business office of Renaissance is 800 Third Avenue, New York, NY 10022.  (7)
Information regarding BlackRock, Inc. (BlackRock) is based solely on a Schedule 13G/A filed with the SEC on
February 5, 2020 by BlackRock. BlackRock reported that it has sole voting power with respect to 13,805,139 shares and sole dispositive power with respect to 14,292,257 shares. The address of the principal business office of BlackRock is 55 East
52nd Street, New York, NY 10055.  (8)
Information regarding Camber Capital Management LP (Camber) is based solely on a Schedule 13G/A filed with the
SEC on February 14, 2020 by Camber and Stephen DuBois. Camber reported that it has shared voting and shared dispositive power with respect to the shares reported in the table. The address of the principal business office of Camber is 101
Huntington Avenue, Suite 2101, Boston, MA 02199.  (9)
Information regarding Macquarie Group Limited (Macquarie) is based solely on a Schedule 13G filed with the SEC
on February 13, 2020 by Macquarie, Macquarie Bank Limited, Macquarie Investment Management Austria Kapitalanlage AG, Macquarie Investment Management Holdings Inc. and Macquarie Investment Management Business Trust. Macquarie reported that
Macquarie Investment Management Holdings Inc. and Macquarie Investment Management Business Trust have sole voting and dispositive power with respect to 9,821,171 shares and Macquarie Investment Management Austria Kapitalanlage AG has sole voting and
dispositive power with respect to 194,869 shares. The address of the principal business office of Macquarie is 2005 Market Street, Philadelphia, PA 19103. Equity Compensation Plan Information The following
table provides certain information as of December 31, 2019 with respect to our equity compensation plans (after giving effect to shares issued and/or vesting on such date):  Plan category

Number of securitiesto be issued uponexercise ofoutstanding options,warrants and rights(a) (1)

Weighted-averageexercise price ofoutstanding options,warrants and rights(b)

Number of securitiesremaining available forfuture issuance underequity compensationplans
(excludingsecurities reflected incolumn (a)) (c)Equity compensation plans approved by security holders (2)






11,497,326Equity compensation plans not approved by security holders (3)






35,936Total






11,533,262  50




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##### Table of Contents

(1)
As of December 31, 2019, an aggregate of 7,252,459 shares of unvested restricted stock and an aggregate of 3,580
vested restricted stock units were outstanding under our 2014 Omnibus Incentive Plan. Pursuant to SEC guidance, 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 11,042,465 shares remaining available for future issuance under our 2014 Omnibus Incentive Plan and 454,861 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, 2018, 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 eight of our nine directors, Mses. Freed, Johnson-Mills, and Warren, Dr. Asher, and Messrs. Sansone, Bromley, Bumstead,
and Wielansky are independent under Section 303A.02 of the listing standards of the NYSE, and that Ms. Clegg and Mr. Seward were independent prior to the expiration of their terms as a director at the 2019 annual meeting
of stockholders. 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 The Company engaged Ernst & Young LLP (E&Y) for audit services in 2019, including the audit of the Companys annual financial statements.
The following table shows information about the respective fees billed by E&Y during or related to the fiscal years ended December 31, 2019 and 2018.  2019


2018Audit Fees

$
2,162,000


$
2,189,000Audit-Related Fees

$



$
5,000Tax Fees

$
1,500


$
35,680All Other Fees

$



$
Total

$
2,163,500


$
2,229,680 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. These fees include our purchase of subscriptions to E&Y research services. 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.  53




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##### Table of Contents

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, 2019 and 2018 Consolidated Statements of Operations for the Years Ended December 31, 2019, 2018 and 2017 Consolidated Statements of Equity for the Years Ended December 31, 2019, 2018 and 2017 Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017 Notes to Consolidated Financial Statements Schedule
IIValuation and Qualifying Accounts  2.)    Exhibits:  Exhibit No.

Description3.1

Amended and Restated Certificate of Incorporation of the Company, as amended
 (incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q filed on November 5, 2019 (File No. 001-32641)).3.2

Amended and Restated Bylaws of the Company dated October 
29, 2019 (incorporated by reference to Exhibit 3.3 to the Companys Current Report on Form 8-K filed on October 29, 2019 (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)).4.2

Description of the Companys common stock.#10.1.1

Amended and Restated Master Transactions and Cooperation Agreement
 dated effective as of October 1, 2019, by and between the Company and HCP, Inc. (now known as Healthpeak Properties, Inc., (Healthpeak)).#10.1.2

Equity Interest Purchase Agreement dated effective as of October 1,
 2019, by and among certain subsidiaries of the Company and certain subsidiaries of Healthpeak, and the Company and Healthpeak for the limited purposes stated therein.#10.1.3

Amendment No. 
1 to Equity Interest Purchase Agreement dated as of October 29, 2019 by and among certain subsidiaries of the Company and certain subsidiaries of Healthpeak.#10.1.4

First Amendment to Amended and Restated Master Transactions and Cooperation
 Agreement dated as of January 31, 2020, by and among the Company and Healthpeak.#10.1.5

Amendment No. 
2 to the Equity Interest Purchase Agreement dated as of January 31, 2020, by and among certain subsidiaries of the Company and certain subsidiaries of Healthpeak.#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)).  55




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##### Table of Contents

Exhibit No.

Description10.2.2

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)).10.2.3

Amendment No. 2 effective as of April 
22, 2019 to Master Lease by and between certain affiliates of the Company named therein as Tenant and certain affiliates of Ventas, Inc. named therein as landlord (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form
 10-Q filed on August 6, 2019 (File No. 001-32641)).10.2.4

Amendment No. 3 effective as of May 
1, 2019 to Master Lease by and between certain affiliates of the Company named therein as Tenant and certain affiliates of Ventas, Inc. named therein as landlord (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form
10-Q filed on November 5, 2019 (File No. 001-32641)).10.2.5

Amendment No. 4 effective as of September 
26, 2019 to Master Lease by and between certain affiliates of the Company named therein as Tenant and certain affiliates of Ventas, Inc. named therein as landlord (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed on November 5, 2019 (File No. 001-32641)).10.2.6

Amendment No. 5 effective as of December 
9, 2019 to Master Lease by and between certain affiliates of the Company named therein as Tenant and certain affiliates of Ventas, Inc. named therein as landlord.#10.2.7

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)).10.3.1

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)).10.3.2

First Amendment to Credit Agreement and Other Credit Documents dated August 16,
 2019 by and among the Company as Guarantor, certain subsidiaries of the Company as Borrowers, Capital One, National Association, as Administrative Agent, Lender and Swingline Lender, and the other Lenders party thereto (incorporated by reference to
Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on November 5, 2019 (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)).*10.6.1

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 October 29, 2019 (File No. 001-32641)) (the
Omnibus Incentive Plan).*  56




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##### Table of Contents

Exhibit No.

Description10.6.2

Amendment No. 
1 to Omnibus Incentive Plan effective February 12, 2020.#*10.7

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)).*10.8

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)).*10.9

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)).*10.10

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)).*10.11

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)).*10.12

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)).*10.13

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)).*10.14

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)).*10.15

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)).*10.16

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)).*10.17

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)).*10.18

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)).*10.19

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)).*  57




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##### Table of Contents

Exhibit No.

Description10.20

Form of Restricted Share Agreement under the Omnibus Incentive Plan (2019
 Time-Based Vesting Form for Executive Officers) (incorporated by reference to Exhibit 10.37 to the Companys Amendment No. 1 to Annual Report on Form 10-K/A on April 29, 2019 (File No. 001-32641)).*10.21

Form of Restricted Share Agreement under the Omnibus Incentive Plan (2019
 Performance-Based Vesting Form for Executive Officers) (incorporated by reference to Exhibit 10.38 to the Companys Amendment No. 1 to Annual Report on Form 10-K/A on April 29, 2019 (File No. 001-32641)).*10.22

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)).*10.23

Form of 2019 Outside Director Restricted Share Agreement under the
 Omnibus Incentive Plan.#*10.24.1

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).*10.24.2

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)).*10.24.3

Second Amendment to Associate Stock Purchase Plan effective as of
 February 13, 2020.#*10.25.1

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)).*10.25.2

Amendment No. 
1 to Amended and Restated Tier I Severance Pay Policy.#*10.25.3

Form of Severance Letter Under the Amended and Restated Tier I Severance Pay
 Policy (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)).*10.26

Severance Letter Agreement dated September 
25, 2019 by and between the Company and Todd Kaestner.#*10.27

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)).*10.28

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)).*10.29

Form of Restricted Stock Unit Agreement under the Omnibus Incentive Plan (2020 Time-Based Form for Executive Officers).*10.30

Form of Restricted Stock Unit Agreement under the Omnibus Incentive Plan (2020 Performance-Based 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.#  58




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##### Table of Contents

Exhibit No.

Description31.3

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.SCH

Inline XBRL Taxonomy Extension Schema
Document.101.CAL

Inline XBRL Taxonomy Extension
Calculation Linkbase Document.101.DEF

Inline XBRL Taxonomy Extension
Definition Linkbase Document.101.LAB

Inline XBRL Taxonomy Extension Label
Linkbase Document.101.PRE

Inline XBRL Taxonomy Extension
Presentation Linkbase Document.104

The cover page from the Companys
Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL (included in Exhibit 101).  #
Filed with Original Filing  *
Management Contract or Compensatory Plan  
Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation
S-K.  
Portions of this exhibit have been omitted pursuant to a request for confidential treatment, which has been granted by the
SEC.  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, 2020
  60




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##### Table of Contents

Appendix A Reconciliations of
Non-GAAP Financial Measures  Facility Operating Income For purposes of the 2019 annual incentive plan,
Facility Operating Income (FOI) was defined as our 2019 consolidated resident fee revenue less facility operating expense. The table below reconciles our Facility Operating Income from our net income (loss).  Year EndedDecember 31, 2019($ in 000s)Facility Operating IncomeNet income (loss)

$
(268,492)Provision (benefit) for income taxes


(2,269)Equity in (earnings) loss of unconsolidated ventures


4,544Debt modification and extinguishment costs


5,247Loss (gain) on sale of assets, net


(7,245)Other non-operating
(income) loss


(14,765)Interest expense


248,341Interest income


(9,859)Income (loss) from operations


(44,498)Depreciation and amortization


379,433Goodwill and asset impairment


49,266Loss (gain) on facility lease termination and modification,
net


3,388Facility operating lease expense


269,666General and administrative expense (including non-cash stock-based compensation expense)


219,289Management Fees


(57,108)Facility Operating Income

$
819,436 Combined Adjusted Free Cash Flow For purposes
of the 2019 annual incentive plan, 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 2019. Adjusted Free Cash Flow is a non-GAAP liquidity measure that we define as net cash provided by (used in) operating activities
before: distributions from unconsolidated ventures from cumulative share of net earnings, changes in prepaid insurance premiums financed with notes payable, changes in operating lease liability for lease termination and modification, cash
paid/received for gain/loss on facility lease termination and modification, and lessor capital expenditure reimbursements under operating leases; plus: property insurance proceeds and proceeds from refundable entrance fees, net of refunds; less: non-development capital expenditures and payment of financing lease  A-1




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##### Table of Contents

obligations. Non-development capital expenditures are comprised of corporate and community-level capital expenditures, including those related to
maintenance, renovations, upgrades, and other major building infrastructure projects for our communities and is presented net of lessor reimbursements. Non-development capital expenditures do not include
capital expenditures for community expansions, major community redevelopment and repositioning projects, and the development of new communities. 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 our 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 theirs, 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 31,2019($ in 000s)Consolidated Adjusted Free Cash FlowNet cash provided by (used in) operating activities

$
216,412Distributions from unconsolidated ventures from cumulative
share of net earnings


(3,472)Changes in assets and liabilities for lessor capital
expenditure reimbursements under operating leases


(31,305)Non-development
capital expenditures, net


(235,797)Payment of financing lease obligations


(22,242)Consolidated Adjusted Free Cash Flow

$
(76,404)Proportionate Share of Adjusted Free Cash Flow of Unconsolidated
VenturesNet cash provided by operating activities

$
104,646Non-development
capital expenditures, net


(44,145)Proceeds from refundable entrance fees, net of
refunds


(26,186)Adjusted Free Cash Flow of Unconsolidated Ventures

$
34,315Brookdale weighted average ownership percentage


51.2%Brookdales proportionate share of Adjusted Free Cash
Flow of Unconsolidated Ventures


17,570Combined Adjusted Free Cash Flow

$
(58,834)  A-2