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To determine how you may revoke or change your vote submitted via telephone, Internet or mail as described above, please refer to the section below entitled “Revoking Your Proxy; Changing Your Vote.”

If your shares are not registered directly in your name (e.g., you hold your shares in a stock brokerage account or through a bank or other holder of record), you may vote by following the instructions detailed on the notice or voting instruction form you receive from your broker, bank or other nominee.

Your vote is very important. Accordingly, whether or not you plan to attend the annual meeting in person, you should vote by using one of the methods described above.

All properly signed proxies that are received before the polls are closed at the annual meeting and that are not revoked will be voted at the annual meeting according to the instructions indicated on the proxies or, if no instructions are indicated with respect to a particular proposal, they will be voted as follows: (i) “FOR” the election of each of the three nominees for director as described in Proposal 1; (ii) “FOR” the advisory approval of the compensation of our named executive officers as described in Proposal 2; (iii) “FOR” the approval of the Genesis Healthcare, Inc. 2015 Omnibus Equity Incentive Plan as described in Proposal 3; and (iv)(iii) “FOR” the ratification of the selection of KPMG LLP as our independent registered public accounting firm as described in Proposal 4.3.

The enclosed proxy gives Thomas DiVittorio, our Chief Financial Officer, Treasurer and Assistant Secretary, and Michael S. Sherman, our Senior Vice President, General Counsel Secretary and Assistant Treasurer,Secretary, or either of them, discretionary authority to vote your shares with respect to all additional matters that might come before the annual meeting, including any motion made for continuance, adjournment or postponement of the annual meeting (including for purposes of soliciting additional votes).

Revoking Your Proxy; Changing Your Vote

If you are a stockholder of record, you may revoke your proxy or change your vote at any time before your proxy is voted at the annual meeting by taking any of the following actions:

·                  delivering to our Corporate Secretary a signed written notice of revocation, bearing a date later than the date of the proxy, stating that the proxy is revoked;

·                  properly delivering a subsequent proxy in one of the manners authorized and described in this proxy statement (such as by mail, via the Internet or by telephone), relating to the same shares and bearing a later date than the original proxy; or

·                  attending the annual meeting and voting in person, although attendance at the annual meeting will not, by itself, revoke a proxy.

Written notices of revocation and other communications with respect to the revocation of proxies (other than delivering a subsequent proxy) should be addressed to:

Genesis Healthcare, Inc.

Attn: Michael S. Sherman, Secretary

101 East State Street

Kennett Square, PA 19348

If your shares are held in “street name” by a broker, bank or other nominee, you may change your vote by submitting new voting instructions to your broker, bank or other nominee. You must contact your broker, bank or other nominee to find out how to do so.

Attendance at the Annual Meeting

All stockholders who choose to attend the annual meeting in person will need to present a valid government-issued photo identification (e.g., a driver’s license, state identification card or passport) at the door to be admitted to the annual meeting. Additionally, if you hold your shares in a stock brokerage account or in the name of a bank or other holder of record and you plan to attend the annual meeting, you will also need to obtain and present a copy of your brokerage account statement (which you can obtain from your broker) reflecting your ownership of our common stock as of the close of business on April 8, 2015,9, 2018, the record date for the annual meeting.

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Quorum and Votes Required

At the close of business on April 8, 2015,9, 2018, there were 73,587,66599,001,650 shares of our Class A common stock, 15,511,603744,396 shares of our Class B common stock and 64,449,38059,700,801 shares of our Class C common stock outstanding and entitled to vote.  Stockholders of record are entitled to one (1) vote, on each proposal, for each share of Class A common stock, Class B common stock and Class C common held by the stockholder. Thus, a total of 153,548,648159,446,847 votes may be cast on each proposal at the annual meeting. All votes will be tabulated by the inspector of elections appointed for the annual meeting. Michael S. Sherman, our Senior Vice President, General Counsel, Secretary and Assistant Treasurer, and Michael T. Berg, our Deputy General Counsel and Assistant Secretary, havehas been appointed to serve as inspectorsinspector of election at the annual meeting.

The inspector of elections will determine whether a quorum is present at the annual meeting. The presence, in person or by proxy, of stockholders entitled to cast at least a majority of the votes that all stockholders are entitled to cast at the annual meeting will constitute a quorum at the annual meeting. Shares of common stock held by persons attending the annual meeting but not voting, shares represented by proxies that reflect abstentions as to a particular proposal and broker “non-votes” will be counted as present for purposes of determining a quorum but will not be counted as votes cast. Brokers, banks or other nominees who hold shares of common stock in “street name” for beneficial owners of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters that Thethe New York Stock Exchange or the NYSE,(the “NYSE”), determines to be “non-routine,” without specific instructions from the beneficial owner. These non-voted shares are referred to as “broker non-votes.” If your broker, bank or nominee holds your common stock in “street name,” your broker, bank or nominee is entitled to vote your shares on “non-routine” proposals only if you provide instructions on how to vote by filling out the voting instruction form sent to you by your broker, bank or nominee with this proxy statement. Proposals 1 2 and 32 are considered “non-routine” matters on which brokers, banks and other nominees may vote only with specific instructions from beneficial owners. The inspector of elections will determine whether a quorum is present.

For Proposal 1, directors will be elected by a plurality of the votes cast at the annual meeting. Thus, the three nominees receiving the greatest number of votes will be elected, assuming there is a quorum present at the annual meeting. A properly executed proxy marked “WITHHOLD ALL” or “FOR ALL EXCEPT,” as the case may be, with respect to the election of the director will not be counted in the number of votes cast on a matter, although it will be counted for purposes of determining whether there is a quorum. Your broker is not entitled to vote on the election of directors without your instruction. As a result, abstentions and broker non-votes will not be counted in determining which nominees received the largest number of votes cast.

Proposal 2, approval on an advisory basis of the resolution approving the compensation of our named executive officers, as described in this proxy statement, requires the affirmative vote of the holders of a majority of the votes that all stockholders present in person or represented by proxy are entitled to cast at the annual meeting. Therefore, abstentions will have the same effect as votes against the proposal. Brokers do not have discretionary authority to vote on this proposal. Thus, broker non-votes will be deemed shares not entitled to vote on the proposal, will not be counted as votes for or against the proposal, and will not be included in calculating the number of votes necessary for approval of the proposal.

Proposal 3, approvalthe ratification of the Genesis Healthcare, Inc. 2015 Omnibus Equity Incentive Plan,selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018, requires the affirmative vote of the holders of a majority of the votes that all stockholders present in person or represented by proxy are entitled to cast at the annual meeting. Therefore, abstentions will have the same effect as votes against the proposal. Brokers do not have discretionary authority to vote on this proposal. Thus, broker non-votes will be deemed shares not entitled to vote on the proposal, will not be counted as votes for or against the proposal, and will not be included in calculating the number of votes necessary for approval of the proposal.

Proposal 4, the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015, requires the affirmative vote of the holders of a majority of the votes that all stockholders present in person or represented by proxy are entitled to cast at the annual meeting. Abstentions will have the same effect as votes against this proposal. Brokers generally have discretionary authority to vote on the ratification of

our independent registered public accounting firm and thus, broker non-votes are generally not expected to result fromin connection with the vote on Proposal 4.

No matter currently is expected to be considered at the annual meeting other than the proposals set forth in this proxy statement and the accompanying Notice of Annual Meeting of Stockholders. However, if any other matters are properly brought before the annual meeting for action, it is intended that the shares of our common stock represented by proxies will be voted by the persons named as proxies on the proxy card in accordance with their discretion on such matters.

Solicitation of Proxies

Our board of directors is soliciting proxies for the annual meeting from our stockholders. We will bear the entire cost of soliciting proxies from our stockholders, including the expense of preparing and mailing the Internet Availability Notice and

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Director Biographical Information

Nominees for Election at the Annual Meeting to Serve for a Three-Year Term Expiring at the 20182021 Annual Meeting of Stockholders (Class I)

Robert H. FishFish..  Mr. Fish has served as a member of our board of directors since November 2013, when he joined usSkilled Healthcare as Chief Executive Officer.  He served as ourSkilled Healthcare’s Chief Executive Officer until the Combination was completed in February 2015.  During his career, Mr. Fish has served as Chairman, President or CEO of a number of healthcare companies. From 2012 until he joined Skilled Healthcare in 2013, Mr. Fish served as Managing Partner of Sonoma-Seacrest, LLC, a California health care firm specializing in strategic planning, performance improvement and merger and acquisition issues. From 2008 to 2012 he served as Chairman of REACH Medical Holdings, a regional air medical transport company, from 2005 to 2006 he served as Executive Chairman of Coram, Inc., a large home infusion provider, from 2003 to 2007 he served as Lead Director of Genesis HealthCare, LLC (“Genesis LLC”) and from 2002 to 2003 he served as Chairman and Chief Executive Officer of Genesis Health Ventures, Inc. (“Genesis Ventures”), a long-term care and institutional pharmacy company and predecessor in interest to Genesis Healthcare Corporation. Since April 2017, Mr. Fish has served as a director and member of the audit committee of American Renal Associates Holdings, Inc., a publicly-held provider of outpatient dialysis services.  Since 2013, Mr. Fish has served as a member of the board of directors of the non-profit St. Helena Hospital Foundation in Northern California. Mr. Fish has also served as President and Chief Executive Officer of St. Joseph Health System—Sonoma County and Valleycare Health System, both of which are regional hospital systems in Northern California.

Mr. Fish has extensive experience as a healthcare company executive, including in the long-term care industry.  For these reasons, and his former role as our Chief Executive Officer, our board of directors concluded that Mr. Fish should serve as a director.

George V. Hager, Jr.  Mr. Hager has served as Chief Executive Officer of Genesis Healthcare, Inc. since the Combination was completed in February 2015.  From 2003 until February 2015, Mr. Hager served as Chief Executive Officer of Genesis HealthCare, LLC (“Genesis HealthCare”), a principal subsidiary of FC-GEN, and a successor in interest to Genesis Healthcare Corporation.LLC. Prior to becoming Chief Executive Officer, he was Executive Vice President and Chief Financial Officer of Genesis HealthCare,LLC, and was responsible for corporate finance, information services, reimbursement and risk management. He joined Genesis HealthCareLLC in 1992 as Vice President and Chief Financial Officer and was named Senior Vice President and Chief Financial Officer in 1994. Mr. Hager has over 25 years of experience in the healthcare industry. He spent the first 13 years of his professional career at KPMG, LLP, where he was the partner in charge of the healthcare practice group for the Philadelphia region from 1989 to 1992.

Mr. Hager is a certified public accountant and is a member of the boards of Dickinson College, the Delaware Valley Chapter of the Alzheimer’s Association and the Schwartz Center for Compassionate Care. Previously, he was a member of the board and the Audit Committee chair of both REACH Medical Holdings, Inc., a medical transportation company, and Adolor Corporation, a biopharmaceutical company. In addition, Mr. Hager has served as a member of the board of trustees and the Finance Committee, and as chair of the Audit Committee, of The University of the Sciences of Philadelphia.

Our board of directors has concluded that Mr. Hager should serve as a director based upon his extensive experience as a healthcare company executive, including his longstanding service as Chief Executive Officer of Genesis HealthCare.LLC.

Arnold Whitman.  Mr. Whitman is Co-Founder and Chairman of Formation Capital, LLC (“Formation Capital”). He has over 25 years’ experience in the seniors housing and healthcare industry. In 1999, Mr. Whitman created Formation Capital as an advisory and equity investment firm for seniors housing and healthcare. Since founding the company, Mr. Whitman has overseen the investment of over $5 billion in seniors housing assets managed by Formation Capital.

Prior to co-founding Formation Capital, Mr. Whitman founded Health Care Capital Finance (“HCCF”), a private debt provider, where he developed a successful securitization program for seniors housing assets. Following the merger of HCCF into PRN Mortgage Capital, Mr. Whitman continued to oversee over $2 billion of debt investments into seniors housing and care. Mr. Whitman began his career in healthcare in 1985 as a Director of Acquisitions for MediPlex and then as a Vice President of Meditrust in 1986.

Mr. Whitman is a current board member and Chairman Emeritus of the National Investment Center for Seniors Housing and Care Industries and also serves on the executive board of the American Seniors Housing Association. His other interests in the industry include beingHe is also a partner in Aging 2.0, a principal in Prime Care Properties, LLC and a board member of Care Institute Group, Inc. He served on the board of FC-GEN until the consummation of the Combination in February 2015.

Mr. Whitman’s extensive experience in the healthcare industry, and particularly with companies who serve seniors, as well as his significant beneficial ownership in the company’s stock, as described below in “Security Ownership of Directors

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and Executive Officers and Certain Beneficial Owners,” led the board of directors to conclude that Mr. Whitman should serve as a member of the board of directors.

Directors Continuing in Office Until the 20162019 Annual Meeting of Stockholders (Class II)

Robert Hartman. Mr. Hartman has been the Chairman of NuCare Services Corp. since 1984,, which provides business and financial consulting services to the long term care industry.

industry, since 1984.  Mr. Hartman has over 35 years of development and operational experience in providing senior services ranging from assisted living to post-acute care. He has been involved with the start-up and creation of over 30 businesses primarily related to the healthcare and real estate fields. He sits on the board of Formation Development Group. Additionally, Mr. Hartman is Principal and Founder of Midway Capital Partners, a private equity fund that invests in real estate, hospitality and healthcare development opportunities. He served on the board of FC-GEN until the consummation of the Combination in February 2015.

Mr. Hartman’s civic responsibilities include servingHartman has served as co-President of the Illinois Council on Long Term Care, a statewide trade association. He served for six years as a Trustee of Northeastern Illinois University and for 18 years as the Chairman of the Board of Trustees of Keshet, an educational, camping and social service organization for individuals with special needs.  He was recently elected as Trustee of the Simon Wiesenthal Center.

The board of directors has concluded that Mr. Hartman should serve as a member of the board of directors due to the great breadth and depth of operational and financial experience that he has in the senior services industry, as well as his significant beneficial ownership in the company’s stock, as described below in “Security Ownership of Directors and Executive Officers and Certain Beneficial Owners.”

Joshua Hausman. Mr. Hausman is a Managing Director of Onex Corporation and is actively involved in Onex Corporation’s healthcare investment activities. Mr. Hausman has been with Onex Corporation since 2004 and has served in his current role as Managing Director since January 2013. Prior to joining Onex Corporation, Mr. Hausman worked in the investment banking division of Banc of America Securities LLC as part of the healthcare group. Mr. Hausman has previously served as a director and Chairman of the Audit Committee for the Center for Diagnostic Imaging.

Based upon Mr. Hausman’s extensive experience with healthcare companies, his experience in finance and auditing and his significant beneficial ownership in the company’s stock, as described below in “Security Ownership of Directors and Executive Officers and Certain Beneficial Owners,” the board of directors has concluded that he should serve as a director.

James V. McKeon. Mr. McKeon is currently the President of Valentine Associates LLC (“Valentine Associates”), a position he has held since January 2009. Valentine Associates is a Pennsylvania-based consulting firm specializing in finance, strategic planning, performance improvement and merger and acquisition issues. Valentine Associates has performed consulting services for both Skilled Healthcare Group, Inc. and Genesis HealthCare.LLC. From January 2009 until December 2014, Mr. McKeon served as a consultant to and officer of Tech Pharmacy Services, Inc., which services five Genesis HealthCareserviced nursing facilities for pharmacy and related supplies.  From November 2008 to April 2011, Mr. McKeon was the co-owner and Chief Financial Officer of Primo Sport, Inc., a start-up sports technology firm. From December 2003 to October 2008, Mr. McKeon served as Executive Vice President and Chief Financial Officer for Genesis HealthCare.LLC. From June 1994 to December 2003, he held various positions at Genesis Ventures—Health Ventures, LLC (“Genesis Health Ventures”): he was Senior Vice President and Corporate Controller from November 2000 to December 2003, Vice President and Corporate Controller from April 1997 to November 2000 and Director, Finance and Investor Relations from June 1994 to November 1995. Mr. McKeon started his career at KPMG Peat Marwick (“KPMG”), a professional services company, where he worked from September 1986 until June 1994; he1994. He held a variety of positions at KPMG during his tenure and was a senior manager upon departure.

Mr. McKeon also serves as a director for Educational Credit Management Corporation (“ECMC”), a not-for-profit focused on ensuring adequate liquidity to finance secondary education, a position he has held since January 2009. Mr. McKeon also serves as Chairman of the Audit Committee for ECMC, a position he has held since May 2011. From January 2006 to January 2012, he was an officer and a director of Tug McGraw Foundation, a not-for-profit focused on quality of life issues for brain tumor patients and families.

The board of directors has concluded that, based upon Mr. McKeon’s extensive experience in the healthcare industry, as well as his familiarity with Genesis Healthcare, Inc.the company and its predecessor companies, cause the board of directors to conclude that he should serve as a director.member of the board of directors.

David Reis. Since 1988, Mr. Reis has been the Chief Executive Officer of Senior Care Development, LLC, a company that specializes in the development and turnaround of distressed continuing care retirement communities. Senior Care Development also has over 25 years of experience in developing and owning standalone skilled nursing facilities and assisted

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living communities.  Mr. Reis is also the Chief Executive Officer of Falcon Investors, LLC (“Falcon Investors”), a position he has held since 2004. Falcon Investors specializes in the development and turnaround of unique assets, and is the managing member and an owner of the company that developed the St. Regis Deer Valley ski-in/ski-out resort, as well as managing the successful turnaround of MetroSouth Hospital in Blue Island, Chicago. He served on the board of FC-GEN until the consummation of the Combination in February 2015.

The board of directors has concluded that, based upon Mr. Reis’ extensive experience in the healthcare industry, particularly with companies that serve seniors, as well as his significant beneficial ownership in the company’s stock, as described below in “Security Ownership of Directors and Executive Officers and Certain Beneficial Owners,” he should serve as a member of the board of directors.

Directors Continuing in Office Until the 20172020 Annual Meeting of Stockholders (Class III)

James H. BloemBloem.. Mr. Bloem retired on December 31,has served as a director and business consultant to various public and private companies, mainly in the health-care industry, since his retirement in 2013 after 13 years as Senior Vice President, Chief Financial Officer, and Treasurer of Humana, Inc. (“Humana”), one of the nation’s largest health benefithealth-benefit companies. He joinedAt Humana, in 2001 andhe had responsibility for all of the Humana’s accounting, actuarial, analytical, financial, tax, risk management, treasury, and investor relations activities. Mr. Bloem alsocurrently serves as Chairman of the Board of Directors of ResCare, Inc., as well as a director of the following health-care companies that are, or during his tenure were, publicly-held: (1) Allergan plc (not standing for re-election in 2018), a global pharmaceutical company, where he serves on the audit as well as corporate governance and nominating committees; (2) ResCare, Inc. (publicly-held until 2010), a leading provider of services to people with disabilities as well as work-force training and home-care needs, where he serves as

Board Chair; and (3) Rotech Healthcare, Inc. (publicly-held until 2012), a leading provider of home medical equipment and a directorrelated services, where he serves as chairman of Actavis plc.the audit committee. He also previously served as a director of Genesis Health Ventures, Inc. from 2001 to 2003.2001-2003 and NeighborCare from 2003-2005. Mr. Bloem’s financial background and experience qualify him as an “audit committee financial expert” under SEC rules.

The board of directors has concluded that Mr. Bloem should serve as a director, based upon his extensive experience in the healthcare industry, including as an executive officer of Humana, as well as his leadership skills and financial knowledge, which enable him to serve as a financial expert on and chairperson of our audit committee.Audit Committee.

John F. DePodestaDePodesta..  Mr. DePodesta co-founded Primus Telecommunications Group, Inc. (“Primus”) in 1994, and served as the company’s Director, Executive Vice President, Chief Legal Officer, Chief Corporate Development Officer and Secretary from 1994 to 2010.  In 2009, Primus was listed asfiled a Fortune 1000 company during its fifth yearvoluntary petition in bankruptcy court for reorganization relief under Chapter 11 of operation.the United States Bankruptcy Code.  From 1994 to 2002, Mr. DePodesta served as the Chairman of the Board of Iron Road Railways, Inc., which he also co-founded. He served as Senior Vice President, Law and Public Policy, of Genesis Ventures from 1996 to 1998. Additionally, from 1994 to 1999, he served as “of counsel” to the law firm of Pepper Hamilton LLP, where he was previously a partner since 1979. Before Joiningjoining Pepper Hamilton LLP, Mr. DePodesta served as General Counsel of Consolidated Rail Corporation and General Counsel—Reorganization for the Penn Central Trustees during the period from 1970 to 1979. Since 1994, he has served as a director of Educational Credit Management Corporation Group, where he is currently Chairman of the Board, Chairman of the Governance and Compensation Committee and Chairman of the Board of Educational Credit Management Corporation’sCorporation Group’s for-profit and non-profit subsidiaries. Mr. DePodesta also served as a director of Genesis HealthCareLLC from 2003 until 2007, where he was a member of the Audit Committee and the Special Committee. Since AugustFrom 2011 until 2015, Mr. DePodesta has served as a director of Sutron Corporation and is currentlywas Chairman of the Governance and Compensation Committee and a member of the Audit Committee. Since April 2010, Mr. DePodesta has served as Managing Director of Dolomite Group, LLC, which provides advisory services to senior executives and public and private governing bodies.

Mr. DePodesta has extensive experience in law and regulation, corporate governance, corporate management, mergers and acquisitions, equity and debt financing, restructuring and working with healthcare and high growth technology companies.  TheBased on this experience, the board of directors has concluded based upon his experience, that he should serve as a director.

Steven FishmanTerry Allison Rappuhn. Mr. Fishman is Co-Founder, President and Co-Chairman of Formation Capital. Since Formation Capital’s inception in 1999, Mr. Fishman Ms. Rappuhn has invested over $5 billion, comprising over 55,000 seniors housing beds, in senior housing and healthcare services companies. As President, Mr. Fishman leads Formation Capital’s deal origination and fundraising efforts. In April 2011, Mr. Fishman led the sale of the real estate assets of Genesis HealthCare to Health Care REIT for $2.4 billion. He served on the board of FC-GEN untildirectors and as the consummationchair of the Combination in February 2015. Mr. Fishmanaudit committee of Quorum Health Corporation, a publicly-held operator of general acute care hospitals and outpatient services, since 2017 and as the Chair of the board of directors of Quorum since March 2018.  She has been active in the healthcare and real estate industries for over 30 years. Prior to founding Formation Capital, Mr. Fishman spent 20 yearsserved Akorn, Inc., a publicly-held specialty pharmaceutical company, as a CPA servingdirector and member of the healthaudit committee of since 2015, as a member of the nominating and governance committee since 2016 and as the chairperson of the audit committee since 2017. From 2016 to 2017, Ms. Rappuhn served on the board of directors and audit committee of Span-America Medical Systems, Inc. (previously a publicly held company that was acquired by Savaria Corporation), a manufacturer of beds and pressure management products for the medical market. From 2006 to 2010, she served as a director and chaired the audit committee of AGA Medical Holdings, Inc. (previously a publicly-held company that was acquired by St. Jude Medical), a medical device company.  From 2003 to 2007, she served as a director of Genesis HealthCare Corporation, where she chaired the audit committee. From 1999 to April 2001, Ms. Rappuhn served as Senior Vice President and Chief Financial Officer of Quorum Health Group, Inc., an owner and operator of acute care hospitals. From 1996 to 1999 and real estate industries.from 1993 to 1996, Ms. Rappuhn served as Quorum’s Vice President, Controller and Assistant Treasurer and as Vice President, Internal Audit, respectively. Ms. Rappuhn has 15 years of experience with Ernst & Young, LLP and is a Certified Public Accountant.

The board of directors has concluded that Mr. FishmanMs. Rappuhn should serve as a director based on the board based upon hisher extensive experience in the healthcare industry, her financial background and real estate industries,experience which qualifies her as well as his significant beneficial ownership in the company’s stock, as described below in “Security Ownership of Directorsan “audit committee financial expert” under SEC rules and Executive Officersher knowledge and Certain Beneficial Owners.”

Glenn S. Schafer. Mr. Schafer has served as a member of our board of directors since April 2006, and served as our Chairman of the Board (non-executive) from November 2013 until February 2015. Since December 2007, Mr. Schafer has served on the board of directors of Janus Capital Group, a NYSE-listed asset manager. He also served on the board of directors of Beckman Coulter, Inc., a NYSE-listed diagnostics and medical device company, from 2002 until the company’s sale in

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membership. In evaluating the suitability of individuals, the Corporate Governance Committee considers many factors, including:

·                  personal and professional integrity, ethics and values;

·                  experience in corporate management, such as serving as an officer or former officer of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly-traded company in today’s business environment;

·                  experience in the company’s industry;

·                  experience as a board member of another publicly held company;

·                  academic expertise in an area of the company’s operations;

·                  diversity of industry experience, gender, ethnicity and other diversity-related factors the committee may deem appropriate; and

·                  practical and mature business judgment, including ability to make independent analytical inquiries.

When formulating its board membership recommendations, the Corporate Governance Committee also considers any advice and recommendations offered by other members of the board members.of directors. The Corporate Governance Committee may also review the composition and qualification of the board of directors of our competitors or other companies and may seek input from industry experts.

In determining whether to recommend a director for re-election, the Corporate Governance Committee also considers our board of directors’ and each committee’s annual performance self-evaluations, which address, among other things, the directors’ attendance at meetings and participation in and contributions to the activities of our board of directors.self-evaluations. All directors are encouraged to attend periodically attend director education programs or seminars.

The Corporate Governance Committee evaluates each individual in the context of our board of directors as a whole, with the objective of recommending a group that it feels can best perpetuate success for our company and represent stockholder interests through the exercise of sound judgment. Included in this evaluation is a consideration of the diversity each director or nominee brings to our board of directors, with diversity reflecting varied industry and professional experience, ethnicity and viewpoints, and other factors, as applicable.

The Corporate Governance Committee will consider stockholder recommendations of candidates for the board of directors on the same basis as it considers other candidates. Stockholder recommendations must be submitted to us under the procedures discussed below in “Other Matters — Stockholder Proposals and Nominations,”Nominations” and should include the information discussed in that section, as required by our bylaws.

Compensation Committee

We have a standing Compensation Committee. In fiscal year 2014 the members of the Compensation Committee were Messrs. Puckett (Chair), Le Blanc, Schafer and Yarwood and Dr. Rosenstock. The Compensation Committee held fourfive meetings and took action by unanimous written consent once in fiscal year 2014.2017. The current members of the Compensation Committee beginning in February 2015, are Messrs. ReisDePodesta (Chair), DePodesta, FishMcKeon, Reis and Whitman. Our board has determined that Mr. DePodesta qualifies as anFor most of 2017, the Compensation Committee consisted of one independent director and three non-independent directors as defined under applicable NYSE standards.rules.

The Compensation Committee reviews and establishes our compensation philosophy,approves the compensation of our Chief Executive Officer and the compensation of all other officers (as that term is defined in Rule 16a-1 under the Securities Exchange ActAct), including the approval of 1934, as amended. The Compensation Committee also has direct access to third-party compensation consultants, and reviews any grant of stock options, restricted stock or other equity awards to eligible employeesthe CEO and other officers under our equity incentive plans. The Compensation Committee also reviews our compensation philosophy and has direct access to third-party compensation consultants.

The Compensation Committee also makes recommendations to our board of directors with respect to our incentive-compensation plans and equity-based plans and reviews and approves all executive officers’ employment agreements and severance arrangements. The Compensation Committee also manages and periodically reviews all annual bonus, long-term incentive compensation and equity incentive plans (including restricted stock plans, long-term incentive plans, management incentive plans and others). The Compensation Committee also determines annually the annual cash bonuses to be awarded to our executive officers and certain members of senior management based upon pre-established financial and operational performance criteria set under our annual performance bonus program. To assist the Compensation Committee, our Chief Executive Officer may make recommendations regarding our other executive officers’ compensation based on his evaluation of the performance of the other executive officer against objectives established at the beginning of each year, the officer’s scope of responsibilities, our financial performance, retention considerations and general economic and competitive conditions. The Compensation Committee is permitted to delegate certain of its responsibilities to a subcommittee of the Compensation Committee.

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SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

AND CERTAIN BENEFICIAL OWNERS

The following table shows ownership of our common stock as of April 8, 2015, based on 73,587,665 shares of Class A common stock, 15,511,603 shares of Class B common stock, and  64,449,380 shares of Class C common stock outstanding on that date, by9, 2018 by: (i) each person known to us to own beneficially more than five percent (5%) of any class of our capital stock; (ii) each director; (iii) our Chief Executive Officer, our Chief Financial Officer, and each of our other three most highly compensated executive officers for the year ended December 31, 20142017 (collectively, the “Named Executive Officers”); and (iv) all of our current directors and executive officers as a group.

* Less than 1%

(1)                Unless otherwise noted, percentage ownership is based on 99,001,650 shares of Class A common stock, 744,396 shares of Class B common stock, and 59,700,801 shares of Class C common stock outstanding on April 9, 2018. Restricted stock units vesting within sixty days of April 9, 2018 are deemed outstanding for purposes of computing the share amount and percentage ownership of the person holding such units, but we do not deem them outstanding for computing the percentage ownership of any other person. Except to the extentas otherwise indicated in the footnotes toor in the following table,Schedule 13D/A filed by the Voting Group with the SEC on February 16, 2018, the person or entity listed has sole voting and dispositive power with respect to the shares that are deemed beneficially owned by such person or entity, subject to community property laws, where applicable.

* Less than 1%

  Unless otherwise indicated, the address of each person named in the table is c/o Genesis Healthcare, Inc., 101 East State Street, Kennett Square, PA 19348.

(1)(2)                With respect to our Mr. Felfe, Mr. Rapp and Ms. Thomas, represents sharesExcept as otherwise noted, consists of Class A common stock which the person has a right to acquire upon exercise of options that are vested as of April 8, 2015 or will vest within sixty (60) days thereafter. With respect to Mr. Schafer, represents shares of Class A common stock which the person has a right to acquire

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upon settlement of restricted stock units, or RSUs, which are vested as of April 8, 2015, or will vest within sixty (60) days thereafter, and for which settlement has been deferred by Mr. Schafer, as one of our non-employee directors, until the director’s date of separation from our board of directors or until another date more than 60 days after April 8, 2015. Shares of Class A common stock subject to options which are currently exercisable or which will become exercisable within sixty (60) days of April 8, 2015 or subject to RSUs which are currently vested or which will become vested within sixty (60) days of April 8, 2015, are deemed to be beneficially owned by the person holding such options for the purposes of computing the percentage of ownership of such person but are not treated as outstanding for the purposes of computing the percentage of any other person.  With respect to the Voting Group and to Messrs. Reis, Neuberger, Fishman, Hager, Hartman and Whitman, includes shares of Class A common stock which the person has a right to acquire upon exchange of Class A Common Units of FC-GEN Operations Investment, LLC (“OP Units”) andand/or conversion of shares of our Class B common stock or Class C common stock. Also includes the following shares of Class A common stock upon the vesting of restricted stock units within 60 days of April 9, 2018:  Messrs. Bloem, DePodesta, Fish, Hartman, McKeon, Reis and Whitman and Ms. Rappuhn, 52,000; Mr. Hager, 114,667; Mr. Bach, 49,800; Mr. DiVittorio, 53,625; Ms. Reifsnyder, 39,375; and the Voting Group, 550,754.  In addition, it includes the following number of shares of Class A common stock that the person has a right to acquire upon settlement of restricted stock units that are vested as of April 9, 2018 but for which settlement has been deferred:  Messrs. DePodesta, Fish and McKeon, 59,802; and Messrs. Hartman, Reis and Whitman, 40,000.

(2)(3)                Giving effect to conversion of all shares of our Class B and Class C common stock and exchange of all OP Units held by the named individual or group, including, in the case of the Voting Group and Messrs. Fishman, Hager, Hartman and Whitman, all shares of our Class C

common stock and all OP Units held by all members of the Voting Group. Also includes shares of our Class A common stock to be issued upon the vesting of restricted stock units within 60 days of April 9, 2018, as detailed above.

(3)(4)                According to the Schedule 13D filed by the Voting Group with the SEC on February 12, 2015 and the Schedule 13D/A filed by the Voting Group with the SEC on February 27, 2015.16, 2018, and including other transactions of which we are aware.  The Voting Group is comprised of HCCF Management Group, Inc., a Georgia corporation, HCCF Management Group XI, LLC, a Delaware limited liability company, FC Profit Sharing, LLC, a Delaware limited liability company, Arnold Whitman, Senior Care Genesis, LLC, a Delaware limited liability company, OpCo Rok, LLC, a Delaware limited liability company,David  Reis, ZAC Properties XI, LLC, a Virginia limited liability company, Steven Fishman, George V. Hager, Jr., the Robert and Debra F. Hartman Family Trust, Midway Gen Capital, LLC, Robert Hartman, Biret Operating LLC, a Delaware limited liability company, Grandview Investors LLC, a Delaware limited liability company, Max Moxi LLC, a New York limited liability company, GRFC Gazelle LLC, a Delaware limited liability company, Gazelle Riverside LLC, a Delaware limited liability company, Gazelle Light LLC, a Delaware limited liability company, Gazelle Herne Hill LLC, a Delaware limited liability company, L Gen Associates, a Delaware partnership, Gazelle Sing LLC, a Delaware limited liability company, Gazelle Costa Brazil LLC, a Delaware limited liability company, Dreyk LLC, a Delaware limited liability company, GHC Class B LLC, a Delaware limited liability company, Sing Investments LLC, a Delaware limited liability company, and Larts Investments LLC, a Delaware limited liability company.

(4)Includes 4,365,780 shares  The address of our Class A common stock, rights to acquire 9,961,608 shares of our Class A common stock and 9,959,874 shares of our Class C common stock held by a limited liability company of which Mr. Reisthe Voting Group is the managing member.c/o Formation Capital, LLC, 1671 JFK Boulevard, Suite 545, Philadelphia, PA 19103.

(5)                According to the Schedule 13D filed by the Voting Group with the SEC on February 12, 2015 and the Schedule 13D/A filed by the Voting Group with the SEC on February 27, 2015.16, 2018.  Includes 10,112,210 shares of our Class A common stock, rights to acquire 6,603,616 shares of our Class A common stock and 6,602,466 shares of our Class C common stock held by limited liability companies of which Mr. Neuberger is the managing member.  The address of Mr. Neuberger is One South Street, 27th Floor, Baltimore, Maryland 21202.

(6)                According to the Schedule 13D/13G/A filed with the SEC on February 11, 201514, 2018 by (i) Onex Corporation, an Ontario, Canada corporation (“Onex”); (ii) Onex Partners LP, a Delaware limited partnership (“OPLP”); (iii) Onex US Principals LP, a Delaware limited partnership (“USLP”); (iv) Onex Real Estate Holdings IIIWelltower Inc., a Delaware corporation (“OREH”); and (v) Gerald W. Schwartz. Onex controls, directly or indirectly, eachcorporation. The address of OPLP, USLP and OREH. Includes: 11,293,552 shares of our Class B common stock owned by OPLP as to which itWelltower Inc. is deemed to have shared power to vote and direct the disposition, 68,820 shares of our Class B common stock beneficially owned by USLP as to which it is deemed to have shared power to vote and direct the disposition, and 3,388,251 shares of our Class B common stock beneficially owned by OREH as to which it is deemed to have shared power to vote and direct the disposition. All of our shares of Class B common stock are convertible, on a 1-for-1 basis, into shares of our Class B common stock. Mr. Schwartz is the Chairman, President and Chief Executive Officer of Onex Corporation and owns shares whose collective voting rights entitle him to elect a majority of the members of the Onex board of directors. Onex and Mr. Schwartz each have a pecuniary interest in less than 100% of the shares beneficially owned by OPLP, USLP and OREH. Mr. Schwartz and Onex disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein. The addresses of the foregoing are: Onex and Mr. Schwartz — 161 Bay4500 Dorr Street, P.O. Box 700, Toronto, Ontario, M5J 2S1, Canada; OPLP — 712 Fifth Avenue, New York, New York 10019; and USLP and OREH — 421 Leader Street, Marion,Toledo, Ohio 43302.43615.

(7)                Mr. Fishman is a member of the Voting Group. As a result, Mr. Fishman may be deemed to be the beneficial owner of all shares of our Class A common stock, rights to acquire shares of our Class A common stock and shares of our Class C common stock held by each member of the Voting Group.

(8)Mr. Hager is a member of the Voting Group. As a result, Mr. Hager may be deemed to be the beneficial owner of all shares of our Class A common stock, rights to acquire shares of our Class A common stock and shares of our Class C common stock held by each member of the Voting Group.

(9)(8)                Mr. Hartman is a member of the Voting Group. As a result, Mr. Hartman may be deemed to be the beneficial owner of all shares of our Class A common stock, rights to acquire shares of our Class A common stock and shares of our Class C common stock held by each member of the Voting Group.

17(9)

Table                Mr. Reis is a member of Contents

(10)Mr. Hausman serves as a Managing Director of Onex.the Voting Group. As a result, Mr. HausmanReis may be deemed to beneficially ownbe the reported securities, which includesbeneficial owner of all shares beneficially ownedof our Class A common stock, rights to acquire shares of our Class A common stock and shares of our Class C common stock held by Onex, OPLP, USLP and OREH. Mr. Hausman has a pecuniary interest in less than 100%each member of such shares, and he disclaims beneficial ownership of these securities.the Voting Group.

(11)(10)         Mr. Whitman is a member of the Voting Group. As a result, Mr. Whitman may be deemed to be the beneficial owner of all shares of our Class A common stock, rights to acquire shares of our Class A common stock and shares of our Class C common stock held by each member of the Voting Group.

(11)        Mr. Hirschfeld resigned from the company effective January 31, 2018.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Based solely on a review of copies of such forms received with respect to fiscal year 20142017 and the written representations received from certain reporting persons that no other reports were required, we believe that all directors, executive officers and persons who own more than 10% of our common stock have complied with the reporting requirements of Section 16(a), except that, due to an administrative oversight, John Mitchell, our former Senior Vice President of Legal Affairs and Chief Compliance Officer, filed a late Form 4 in March 2014 to report his receipt of a grant of restricted stock, subject to our standard time-based vesting requirements, in February 2014, and Laurie Thomas, our former President, Ancillary Business, filed a late Form 4 in January 2015 to report her forfeiture to the company of shares of previously-granted restricted stock to satisfy the tax withholding obligations associated with a vesting of that restricted stock..

Robert A. (“Mike”) Reitz, 65,Paul D. Bach, 59, Chief Operating Officer — Genesis HealthCare. Mr. Bach has served as our Chief Operating Officer — Genesis Healthcare since January 1, 2017.  He previously served the company as the Executive Vice President and Chief Operating Officer. Mr. Reitz has served as Executive Vice President and Chief Operating Officer of Genesis HealthCare since 2003, and in the same capacity for Genesis Healthcare, Inc. since the consummation of the Combination in February 2015. He hasMid-Atlantic/Southeast Division from 2006 through 2016.  From 1997 to 2006, Mr. Bach served in multiple operating positions since joining Genesis HealthCare in 1992. Prior to joining Genesis HealthCare, Mr. Reitz served in various positions in the long-term care field, including in day to day operations andcompany as an Administrator, Regional Director, Corporate Director of Human Resources,the Senior Vice President of Operations andthe Capital Region.  From 1984 to 1997, Mr. Bach served the company in various roles, including Regional Vice President, of AdministrationRegional Director and Product Development. Mr. Reitz has also had significant involvement in the Alzheimer’s Association of Greater Maryland, where he has served as a Board member and Chapter President.Nursing Home Administrator.

Michael S. Sherman, 46,49, Senior Vice President, General Counsel, Secretary and Assistant Treasurer.Mr. Sherman has served as our Senior Vice President, General Counsel, Secretary and Assistant Treasurer of Genesis HealthCare since 2009,the Combination and he served in the same capacity for Genesis Healthcare, Inc. since the consummation of the Combination in FebruaryLLC from 2009 to 2015. Mr. Sherman previously served as Genesis HealthCare’sLLC’s Assistant General Counsel from 1997 to1999, as Vice President and Deputy General Counsel, Strategic Development, from 1999 to 2004, and as Senior Vice President, Mergers and Acquisitions, from 2006 until 2009.

JoAnne Reifsnyder, PhD., 56, SeniorRN, FAAN, 59, Executive Vice President, Clinical Operations, and Chief Nursing Officer.Dr. Reifsnyder has served as Seniorour Executive Vice President, Clinical Operations, and Chief Nursing Officer since the Combination and she served as Senior Vice President, Clinical Operations of Genesis HealthCare sinceLLC from 2012 and as Chief Nursing Officer of Genesis Healthcare, Inc. since the consummation of the Combination in Februaryto 2015.  Prior to joining Genesis HealthCare,LLC, Dr. Reifsnyder was Senior Vice President of Care Transitions for CareKinesis and Program Director, Health Policy, at Jefferson School of Population Health, and has held numerous other administrative, clinical and academic positions spanning a 35-year career. She was formerly the President of the Board of Directors for the Hospice and Palliative Nurses Association, and currently serves on the Board of the Hospice Foundation of America. She is a member of the American Nurses Association, (ANA), the American Organization of Nurse Executives, (AONE), the National Gerontological Nurses Association (NGNA) and Sigma Theta Tau International, the Honor Society of Nursing. Dr. Reifsnyder completed a postdoctoral fellowship in psychosocial oncology at the University of Pennsylvania School of Nursing, and holds a PhD in nursing from the University of Maryland, a Master’s Degree in nursing from Thomas Jefferson University, and a BSN from Holy Family College. She holds an appointment as Adjunct Assistant professor in the School of Nursing at the University of Pennsylvania.

Dan Hirschfeld, 57, Executive Vice President and President, Genesis Rehabilitation Services, Respiratory Health Services and CareerStaff Unlimited. Mr. Hirschfeld joined Genesis HealthCare Dr. Reifsnyder was inducted as a Fellow in 2005 as Senior Vice Presidentthe American Academy of Rehab Services. He has servedNursing in his current capacity of Executive Vice President and President, Genesis Rehab Services, which is one of our wholly owned subsidiaries, since 2008. Prior to joining Genesis HealthCare, Mr. Hirschfeld held senior executive positions with a variety of privately held and publicly held companies with operations throughout the United States. Mr. Hirschfeld serves on the Board of Directors for The National Association for the Support of Long Term Care (NASL), the Assisted Living Federation of America (ALFA) and Regal Bancorp Inc., and on the Board of Trustees of Harcum College.2015.

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EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

Named Executive Officers

This Compensation Discussion & Analysis describes our executive compensation programs for our 20142017 fiscal year Named Executive Officers, who were:

·                  Robert H. Fish,George V. Hager, Jr., Chief Executive Officer;

·                  Christopher N. Felfe,Thomas DiVittorio, Chief Financial Officer;

·                  Paxton Wiffler,Paul Bach, Executive Vice President and Chief Operating Officer (beginning May 2014);Officer;

·                  Roland G. Rapp,Daniel Hirschfeld, Executive Vice President Chief Administrative Officer, General Counsel and Secretary;President, Genesis Rehabilitation Services; and

·                  Laurie A. Thomas,JoAnne Reifsnyder, PhD, Senior Vice President Ancillary Business.Clinical Operations and Chief Nursing Officer.

As indicated under “Executive Officers” above, the service of each of the foregoing individuals as an executive officer of our company ended in February 2015.

The 2014 compensation decisions were made by our Compensation Committee as it existed prior to the Combination. None of the persons who were members of the Compensation Committee at that time are members of our Compensation Committee post-Combination. Unless otherwise expressly noted, this Compensation Discussion and Analysis relates to compensation decisions made for 2014 by the Compensation Committee that was in place prior to the Combination. In connection with the Combination, we entered into employment agreements with our current executive officers in February 2015. Our recently reconstituted Compensation Committee and board of directors are in the process of evaluating our executive compensation programs and may make changes to those programs for 2015, as well as from time to time thereafter.Executive Summary

Executive Compensation Highlights2017 Business Results and Achievements

AtFiscal 2017 continued to be a challenging environment for post-acute health care service providers.  We did not achieve our annual stockholder meetingbonus plan financial performance target for 2017, although we achieved our financial performance threshold for purposes of the annual bonus plan.  Our 2017 revenue was $5.4 billion and our 2017 Adjusted EBITDAR (see “2017 Executive Compensation Program in 2014, our stockholders approvedDetail — Annual Cash Bonus — 2017 Performance Objectives and Criteria” for definition) was $632.4 million, both of which were decreases from 2016.  However, in spite of the advisory vote on executive compensationchallenges that we faced in 2017, we accomplished many of our Named Executive Officers, with over 95%strategic objectives as part of shares eligible to vote on the matter being cast in favor of approval. In light of this support, and the overall facts and circumstances relating to our business at the time, the Compensation Committee did not change the overall design of our compensation programs during 2014. The Compensation Committee took a measured approach by not increasing any base salaries, bonus opportunities or target equity award values for our Named Executive Officers.

Good Governance and Best Practices

We are committed to strong governance standards for our compensation programs, as evidenced by the practices and policies listed below.transformation, including:

·                  Named Executive Officers were not entitled to additional severance benefits upon a change in control.Divesting 30 underperforming centers, completely exiting four non-strategic states;

·                  Our annual performance bonus program for 2014 emphasized quality carePaying down $100 million of debt; and risk mitigation by providing:

·                  for a reduction in the size of the total bonus poolReducing overhead and of each individual’s bonus opportunity following the decertification of any facility or agency, as applicable;

·the Compensation Committee with the authority to recoup performance-based compensation in the event of a material restatement of our financial statements; and

·a cap on the amount of bonus a Named Executive Officer may earn based on our achievement of certain corporate performance objectives.

·Historically, a significant component of our equity incentives granted to Named Executive Officers consisted of long-term performance-based awards.

·We have maintained meaningful stock ownership guidelines that are intended to align our executives’ long-term interests with those of our stockholders and discourage excessive risk-taking.operating expenses by approximately $50 million.

20142017 Compensation Programand Governance Highlights

Role of the Compensation Committee

The Compensation Committee of our board of directors develops our executive compensation policies and determinestook the amounts and elements of compensationfollowing compensation-related actions for fiscal 2017:

·                  Approved an increase in base salaries for our Named Executive Officers. OurOfficers in June 2017;

·                  Approved the grant of time-based and performance-based restricted stock units in May, 2017 to our Named Executive OfficersOfficers. The Compensation Committee determined the amount and terms of these restricted stock units using a “hypothetical” $3.00 stock price, in order to avoid excessive dilution, as our stock price was $1.73 at the time of grant and required a 70% increase in the stock price before the first tranche of performance-based units would be eligible to vest; and

·                  Made preliminary determinations that some, but not all, of the eligibility criteria for our fiscal year 2014 are listed above.the awarding of bonuses under the 2017 Incentive Compensation Plan were achieved, and certain criteria remain under consideration.  As described below, the Compensation Committee has not, as of April 26, 2018, approved the payment of any such bonuses.

20These actions demonstrate the Compensation Committee’s commitment to aligning executive pay with company performance and shareholder interests.  For additional details regarding these 2017 compensation actions, please refer to the “2017 Executive Compensation Program in Detail” section below.

We believe our executive compensation program promotes good governance and operates in the best interests of our stockholders.  A summary of our compensation governance practices is as follows:

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We do		We do not
ü  Place heavy emphasis on variable compensation, which includes cash and equity awards that are dependent on the achievement of short-term financial and long-term stock price goals as well as individual performance goals		×    Offer compensation-related tax gross ups
ü  Use performance-related long-term compensation in the form of performance-based units subject to three stock price hurdles before they can vest		×    Have any significant perquisites or retirement programs
ü  Have stock ownership requirements for directors that reinforce alignment with stockholders		×      Allow pledging, hedging, or trading in derivatives of Genesis securities, except in limited circumstances (see “- Compensation Policies - Restrictions on Pledging and Hedging” below)
ü  Have an independent compensation consultant advising the Compensation Committee		×    Guarantee bonuses

In 2014,determining whether changes should be made to our executive compensation program for 2017, the Compensation Committee consistedtook into account the fact that, last year, 98% of three independent directors and one non-independent director as defined under NYSE rules. Thethe votes cast on our shareholder advisory vote on the compensation of our named executive officers were voted in favor of the proposal, which the Compensation Committee’s duties and responsibilities include evaluating executive, non-employee director and non-executive compensation plans, policies and programs for us and our subsidiaries. The Compensation Committee’s function is described in detail in its charter, which has been approved by our boardCommittee considered to be a strong endorsement of directors.the existing program.

Executive Compensation Program Framework

Compensation Philosophy & Objectives

We believe that compensation should reinforce businessreward performance and attract retain and reward the performance ofretain executives and employees who we believe are critical to our success. Our philosophy and approach to compensation seeks to:is grounded in the following principles:

·                  ProvideCompetitiveness: provide competitive total compensation opportunities that allow us to attract, retain and motivate critical executive talent;

·                  TiePerformance-based: tie a significant portion of executive compensation to company and individual performance via short- and long-term incentive programs and equity awards; and

·                  ProvideAligned with shareholders:  provide incentives, particularly equity incentives, thatwhich align our executives’ and employees’ interests with those of our stockholders, creating an ownership culture focused on building our long-term value.

Our general goal is to provide compensation opportunities that position the company near the 50th percentile of market over time, and targeting a mix of compensation that is balanced, with greater emphasis on variable elements, in particular equity incentives.  We monitor achievement of these strategies and our competitive posture relative to the market through the market review process described below under “— Determination“The Decision Making Process — Role of FormsBenchmarking and Amounts of Compensation — Compensation Levels and Market Competitiveness Review.Peer Groups.”

Compensation StructureProgram Elements

Although the structure may vary over time, including in light of the Combination, ourOur 2017 executive compensation program has historically contained four main components:

·                  Base salary — fixed pay that takes into account an individual’s duties and responsibilities, experience, expertise and individual performance;

·                  Annual cash bonus — an opportunity to receive variable cash incentive compensation designed to reward attainment of company and individual performance objectives, with target award opportunities expressed as a percentage of base salary;

·                  Long-term equity incentives — stock-based awards, including stock options and restricted  stock units that vest in part over time and performance-vested restrictedin part based on achievement of stock that reflect the performance of our common stock,targets to align executive officer and stockholder interests and encourage executive retention during the vesting period; and

·                  Benefits and limited perquisites — including severance benefits, insurance benefits and certain other perquisites.