Non-Management Director Stock Ownership Guidelines

New Senior’s stock ownership guidelines currently provide for non-management directors to achieve stock ownership levels of four times the annual base cash retainer amount within five years of joining the Board or adoption of the guidelines. As indicated above in “2020 Non-Management Director Compensation,” non-management directors receive a portion of their retainer in RSUs, which are paid in New Senior shares when the RSUs vest. Non-management directors are required to hold such shares until their total share ownership meets or exceeds the ownership guidelines. Both the guidelines, and compliance with the guidelines, are monitored periodically. All non-management directors with at least one full year of service on the Board of Directors own stock in the Company. Directors are also subject to the Company’s policy prohibiting hedging and speculative trading in the Company’s securities, including short sales and leverage transactions, such as puts, calls, and listed and unlisted options. All non-management directors either currently meet the guidelines or are on track to meet the guidelines within five years of joining the Board or adoption of the guidelines.

Indemnification and Insurance

As permitted by its Bylaws, New Senior indemnifies its directors to the fullest extent permitted by law and maintains insurance to protect the directors from liabilities, including certain instances where New Senior could not otherwise indemnify them.

PROPOSAL NO.Proposal 1

ELECTION OF DIRECTORSElection of Directors

The first proposal is to elect threetwo Class III directors to serve until the 20222024 annual meeting of stockholdersshareholders and until their respective successors are duly elected and qualified.

Our Certificate of Incorporation authorizes the number of directors to be not less than one, nor more than fifteen.

The number of directors on the boardBoard is currently fixed at seven.nine. Our Board of Directors is divided into three classes. The members of each class of directors serve staggered three-year terms.

Our current Board of Directors is classified as follows:

The Board of Directors has unanimously proposed Susan Givens, Michael D. MaloneNorman K. Jenkins and David H. MilnerCassia van der Hoof Holstein as nominees for election as Class III directors. The director-nomineesThese nominees currently serve on our Board of Directors. If elected at the Annual Meeting, each ofMr. Jenkins and Ms. Givens, Mr. Malone and Mr. Milnervan der Hoof Holstein will hold office until the 20222024 annual meeting of stockholdersshareholders and until their successors are duly elected and qualified, subject to earlier retirement, resignation or removal. Unless otherwise instructed, we

One of our current directors, Virgis W. Colbert, will vote all proxies we receiveFOR Susan Givens, Michael D. Maloneretire from the Company’s Board effective as of the Annual Meeting, which is the end of his term, in accordance with the requirement in our Corporate Governance Guidelines that no director shall stand for re-election after he or she has reached the age of 75. Another director, Stuart A. McFarland, notified the Company of his intention to retire from the Company’s Board of Directors effective as of the Annual Meeting. Following these retirements, after the Annual Meeting the number of directors on the Board will be reduced to seven.

The nominees for election to the Board in 2021 have agreed to serve if elected, and David H. Milner. Ifmanagement has no reason to believe that such nominees will be unavailable to serve. In the event that any of the nominees becomeis unable or declines to stand for electionserve as a director an event that ourat the time of the Annual Meeting, then the persons named as proxies may vote for a substitute nominee chosen by the present Board to fill the vacancy. Alternatively, the Board may reduce the size of the Board of Directors does not presently expect,Directors. The individuals named as proxies in the proxy will be voted for a replacement nominee if one is designated by our Board of Directors.

The Board of Directors recommends that youcard intend to vote FOR the election of Ms. Givens, Mr. Maloneeach of Norman K. Jenkins and Mr. Milner to serve as our Class  II directors until the 2022 annual meeting of the stockholders and until their successors are duly elected and qualified.Cassia van der Hoof Holstein.

Information Concerning Our Directors, Including the Director Nominees

Set forth below is

The principal occupation and certain biographicalother information for our continuing directors, including the director nominees, as well as the month and year each person was first elected as one of our directors.

Each of our directors was selected because of the knowledge, experience, skill, expertise and diversity the director contributes to the Board of Directors as a whole. Our directors have extensive familiarity with our business and experience from senior positions in large, complex organizations. In these positions, they gained core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, risk management, and leadership development. The Nominating and Corporate Governance Committee believes that each of the directors also has key attributes that are important to an effective Board of Directors: integrity and demonstrated high ethical standards; sound judgment; analytical skills; the ability to engage management and each other in a constructive and collaborative fashion; diversity of origin, background, experience, and thought; and the commitment to devote significant time and energy to serveis set forth on the Board of Directors and its committees.

Class I Director Nominees

NORMAN K. JENKINS
Age:Robert Savage58 Director since: 2020   Director since February 2016 and Chairman of the Board of Directors since January 2019INDEPENDENT DIRECTOR Committees: •  Audit		Background: Mr. SavageJenkins has served as a member of our Board of Directors since February 2016November 2020. Mr. Jenkins is President, Chief Executive Officer and was appointed ChairmanManaging Partner of the Board of Directors in January 2019. Mr. Savage isCo-founder and President of KSH Capital LP (“KSH”). KSH Capital providesCapstone Development, LLC, a privately held real estate entrepreneurs with capital and expertise to seed or grow their platform. KSH iscompany focused on the deploymentdevelopment and acquisition of the principals’ capital in domestic and international strategiesinstitutional-quality lodging assets that offer compelling long-term returns.are affiliated with top-tier national lodging brands. Prior to founding KSH,Capstone in 2009, Mr. SavageJenkins wasCo-founder and President of KTR Capital Partners (“KTR”), an investment, development and operating company focused exclusively on the industrial property sector with Marriott International for 16 years, serving in North America. At KTR, Mr. Savage was a member of the firm’s Investment Committee and responsible for management for the firm’sday-to-day operations, including oversight of capital deployment, portfolio management and capital markets activities. Mr. Savage is a member of the Board of Trustees of Mount Sinai Health System in New York. Mr. Savage is Chairman of the Board of Directors of VolunteerMatch.org, a San Francisco based 501(c)(3) that operates the largest volunteer network in the nonprofit world. Mr. Savage was appointed to the Board of New Senior pursuant to a settlement agreement with Levin Capital Strategies, L.P. and its affiliates, and our Board concluded that he should serve as a director in light of his experience in and knowledge of the real estate industry and the management of a regulated public company.
Virgis W. Colbert Director since October 2014		Mr. Colbert has served as a member of our Board of Directors since October 2014. Mr. Colbert served as a director of Drive Shack Inc. since April 2019 and as a member of the audit committee and compensation committee of the board of directors since April 2019. Mr. Colbert is a Senior Advisor to MillerCoors LLC and has served in a variety of keyseveral leadership positions with Miller Brewing Company since 1979, including Executive Vice President of Worldwide Operations from 1997 to 2005 andbefore being named Senior Vice President of Operations from 1993North American Lodging Development. Mr. Jenkins was the architect of Marriott’s industry-leading Diversity Ownership Initiative which was responsible for doubling the number of diverse-owned Marriott hotels over a three-year period to 1997.500 hotels. Mr. Colbert is a member of the Board of Directors of The NASDAQ Stock Market LLC, NASDAQ PHLX LLC, NASDAQ BX, Inc., International Securities Exchange, LLC, ISE Gemini, LLC and ISE Mercury, LLC. Mr. ColbertJenkins also serves on the board of STAG Industrials,directors of Duke Realty (NYSE: DRE) and AutoNation, Inc. (NYSE: AN). In addition, Mr. Colbert has previously served on the boards of Lorillard, Inc., where he was Lead Independent Director (from 2008 to 2015), Delphi Corp. (from 1999 to 2006), Merrill Lynch & Co. Inc. (from 2006 to 2008), Bank of America Corp. (from 2009 to 2013), Stanley Black & Decker (from 2002 to 2013), the Sara Lee Corporation and its successor The Hillshire Brands Company (from 2006 to 2013) and The Manitowoc Company, Inc. (from 2001 to 2012). He is Chairman Emeritus of the board for the Thurgood Marshall College Fund and former Chairman of the board of trustees for Fisk University. HeJenkins is a life member of the National Association forWashington, DC Developer Roundtable and is a former member of the AdvancementHoward University Board of Colored People. AsTrustees. He also is a result of thesefrequent industry conference speaker. Mr. Jenkins earned a BA in Accounting from Howard University, an MBA from George Washington University and other professional experiences, is a certified public accountant. Board Skills and Qualifications: Mr. Colbert has particularJenkins’ deep knowledge of real estate, the hospitality sector, finance, acquisitions and  extensive experience indevelopment, as well as his strong public company board practices and in the management and oversight of a regulated public company, including operations, logistics and strategic planning. These factors and his other qualifications and skills,expertise, led our Board of Directors to conclude that Mr. Colberthe should continue to serve as a director.

CASSIA VAN DER HOOF HOLSTEIN
Susan Givens   Age: 45 Director since October since: 2014 INDEPENDENT DIRECTOR Committees: •  Compensation •  Governance		Ms. Givens has served as the Chief Executive Officer of New Senior Investment Group Inc. and as a member of the board of directors since October 2014. Ms. Givens has nearly 20 years of private equity, capital markets, M&A, general management and finance experience. Previously, Ms. Givens was a Managing Director in the Private Equity group at Fortress Investment Group, where she spent more than 13 years. While at Fortress, she also served as the Chief Executive Officer of New Senior Investment Group and as the Chief Financial Officer and Treasurer of New Residential Investment Corp. (NYSE: NRZ) and was responsible for various real estate, healthcare, financial services, infrastructure and leisure investments. In addition, Ms. Givens was also responsible for overseeing equity capital markets transactions in the Private Equity group. Prior to joining Fortress, she held various private equity and investment banking roles at Seaport Capital and Deutsche Bank in New York and London. These factors and her other qualifications and skills, led our Board of Directors to conclude that Ms. Givens should serve as a director.

Michael D. Malone Director since October 2014		Mr. Malone has served as a member of our Board of Directors since October 2014. Mr. Malone was appointed to the board of directors of Walker & Dunlop, Inc., a real estate financial services company, in November 2012 and serves as a member of the audit and compensation committees. Mr. Malone has served as a director of Mr. Cooper Group since 2012 and serves as chair of the nominating and corporate governance committee and member of the audit and compensation committees. From January 2008 until June 2013, Mr. Malone served as a director and a member of the compensation committee and the audit committee of Morgans Hotel Group Co. From February 2008 until February 2012, he served as a Managing Director of Fortress Investment Group LLC, where he was in charge of the Charlotte, North Carolina office and responsible for the business of the capital formation group in the southeast and southwest regions of the United States. Mr. Malone retired from Bank of America in November 2007, after nearly 24 years of service as Senior Executive Banker and Managing Director. Over those years Mr. Malone worked in and ran a number of investment banking businesses for the bank and its subsidiary, Banc of America Securities LLC, including real estate, gaming, lodging, leisure and the financial sponsors businesses. These factors and his other qualifications and skills, led our Board of Directors to conclude that Mr. Malone should serve as a director.
Stuart A. McFarland Director since October 2014		Mr. McFarland has served as a member of our Board of Directors and the Chairman of the Audit Committee since October 2014. Mr. McFarland is a Managing Partner of Federal City Capital Advisors, LLC, where he worked since 1997, which is now dormant. Mr. McFarland was Chairman of Federal City Bancorp, Inc. from 2005 - 2007 and President and Chief Executive Officer of Pedestal Inc., an internet secondary mortgage market trading exchange, from 1997 - 2001. Mr. McFarland was Executive Vice President and General Manager of GE Capital Mortgage Services and President and CEO of GE Capital Asset Management Corporation from 1990 to 1995. Prior to GE Capital, Mr. McFarland was President and CEO of Skyline Financial Services Corp. from 1988 – 1990. Before joining Skyline, Mr. McFarland was President and CEO of National Permanent Federal Savings Bank in Washington, D.C. from 1986 – 1987. From 1981–1986, Mr. McFarland was Executive Vice President—Operations and Chief Financial Officer with Fannie Mae (Federal National Mortgage Association). From 1972 to 1981, he was President and Director of Ticor Mortgage Insurance Company in Los Angeles, California. Mr. McFarland has served as director of Drive Shack Inc. since October 2002 and as chairman of the audit committee and a member of the nominating and corporate governance committee and compensation committee of its board of directors since November 2002. Mr. McFarland was a director of Newcastle Investment Holdings LLC (the predecessor of Drive Shack Inc.) from May 1998 until October 2002. Mr. McFarland serves as a Director of the Brookfield Investment Funds and the New America High Income Fund, Inc. and as a member of the audit committee of each company. From 2003 – 2013, Mr. McFarland served as a Director and the Lead Independent Director of the Brandywine Funds. Mr. McFarland also serves as a Director and Member of the Executive Committee of the Center for Housing Policy and is a member of the Trustees Council of The National Building Museum. Mr. McFarland is a member of the Board of Directors of Steward Partners Holdings, LLC, the holding company for Steward Partners Global Advisory, a private financial services firm, since January 2018. These factors and his other qualifications and skills, led our Board of Directors to conclude that Mr. McFarland should serve as a director.

David H. Milner Director since March 2018		Mr. Milner has served as a member of our Board of Directors since March 2018. Mr. Milner has served as the Chief Executive Officer of NuGen Capital Management since he founded the company in 2009. Mr. Milner is responsible for the strategic direction and capital allocation of the NuGen platform. NuGen owns and operates large scale solar projects and energy storage systems and has acquired significant land and real estate holdings. Over the past 20 years, Mr. Milner founded, operated and exited from successful investment companies and businesses in energy and real estate. Our Board concluded that he should serve as a director in light of his investment and management experience.
Cassia van der Hoof Holstein Director since October 2014		Background: Ms. van der Hoof Holstein has served as a member of our Board of Directors since October 2014. Ms. van der Hoof Holstein is a Fellow of theDirector, Global Health Equity at Emerson Collective an organization dedicated to promoting social justice initiatives. She serves onsince June 2018 and a Senior Advisor at the Board of Directors of PIVOT, a global healthnon-profit workingCenter for Innovation in Madagascar, the Board of Directors of Agile Global Health (formerly known as A&K Global Health LLC), a private global healthcare management company providing medical travel services and supplies, and sheat the Stanford School of Medicine since March 2018. She chairs the Board of Directors of Plus 1,PLUS1, which connects recording artists, their audiences, and pragmatic social justice efforts. She alsoefforts, and serves on the Advisory Board of COPE, a community-based global health delivery project in the Navajo Nation, and on the Board of Trustees of Partners In Health. Previously, Ms. van der Hoof Holstein was Chief Partnership Integration Officer for Partners In Health, where she worked from 2009 until June 2017. From 2011-2017, she was also Associate Director of the Global Health Delivery Partnership for the Department of Global Health and Social Medicine at Harvard Medical School. With Abbey Gardner, she edited Haiti After the Earthquake, published in 2012. Previously, Ms. van der Hoof Holstein was the Director of Rural Health at the Clinton HIV/AIDS Initiative (CHAI), where she worked from 2002 to 2008; Executive Producer at E*TRADE Financial, where she worked from 2000 to 2002; and aco-founder of ClearStation.com in 1999. Ms. van der Hoof Holstein studied Literature at Harvard, and was honored to getbegan her startcareer in global health in the Poverty Issues office of the Senate Committee on Labor and Human Resources, then chaired by Senator Edward M. Kennedy, in 1993. As a result of Board Skills and Qualifications: Ms. vanVan der Hoof Holstein’s wide-ranging experience in and broad knowledge of the health carehealthcare industry led our Board of Directors concludedto conclude that Ms. van der Hoof Holsteinshe should continue to serve as a director.

Compensation of Directors

The total annual compensation generally payable to ournon-employee directors is $150,000. In addition, we pay an annual fee to the chair of the Audit Committee of $10,000. In addition, Messrs. Savage and Milner were each paid $300,000 in respect of their services on the special committee of independent directors that was formed to conduct a strategic review. Fees to independent directors may be made by issuance of common stock, based on the value of such common stock at the date of issuance, rather than in cash, provided that any such issuance does not prevent such director from being determined to be independent and such shares are granted pursuant to a stockholder-approved plan or the issuance is otherwise exempt from NYSE listing requirements. Each independent director also received an initial one time grant of fully vested options relating to 5,000 shares of our common stock under our Plan upon the date of the first meeting of our Board of Directors attended by such director. Affiliated directors are not separately compensated by us. All members of the Board of Directors are reimbursed for reasonable costs and expenses incurred in attending meetings of our Board of Directors.

Director Compensation Table for 2018

(1)	Mr. Savage elected to receive a total of $275,000 of his total annual compensation in the form of shares of common stock.

Determination of Director IndependenceContinuing Directors

At least a majority of the directors serving on the Board of

Class II Directors must be independent. For a director to be considered independent, our Board of Directors must determine that the director does not have any direct or indirect material relationship with the Company, provided that any relationship approved or ratified pursuant to the Company’s Policy and Procedures with Respect to Related Person Transactions shall be deemed immaterial for the purposes of this review. The Board of Directors has established categorical standards to assist it in determining director independence, which conform to the independence requirements under the NYSE listing rules. Under the categorical standards, a director will be independent unless:(terms expire 2022)

SUSAN GIVENS
Age: 44 Director since: 2014 PRESIDENT & CHIEF EXECUTIVE OFFICER Committees: •  Investment	(a)	withinBackground: Ms. Givens has served as the preceding three years: (i)Chief Executive Officer and President of New Senior Investment Group Inc. and as a member of our Board of Directors since October 2014. Ms. Givens has nearly 20 years of private equity, capital markets, M&A, general management and finance experience. Previously, Ms. Givens was a Managing Director in the directorPrivate Equity group at Fortress Investment Group, where she spent more than 13 years. She served as the Chief Executive Officer of the Company while the Company was employedexternally managed by Fortress from 2014 through the Company; (ii) an immediate familyCompany’s internalization of its management in 2019. While at Fortress she also served as the Chief Financial Officer and Treasurer of New Residential Investment Corp. (NYSE: NRZ), and was responsible for various real estate, healthcare, financial services, infrastructure and leisure investments during her tenure. In addition, Ms. Givens was also responsible for overseeing equity capital markets transactions in Fortress’ Private Equity group. Prior to joining Fortress, she held various private equity and investment banking roles at Seaport Capital and Deutsche Bank in New York and London. Ms. Givens is a member of the director was employed by2021 Executive Board of the National Association of Real Estate Investment Trusts (Nareit). She is also a member of The Real Estate Roundtable. Board Skills and Qualifications: Ms. Givens’ significant experience gained over two decades in real estate and healthcare investments, capital markets, M&A, general management and finance, as well as her role as President & Chief Executive Officer of the Company, led our Board of Directors to conclude that she should continue to serve as an executive officer; (iii)a director.
MICHAEL D. MALONE
Age: 66 Director since: 2014 INDEPENDENT DIRECTOR Committees: •   Audit •  Compensation (Chair)		Background: Mr. Malone has served as a member of our Board of Directors since October 2014. From February 2008 until February 2012, Mr. Malone served as a Managing Director of Fortress Investment Group LLC, where he managed the Charlotte, North Carolina office and was responsible for the business of the capital formation group in the southeast and southwest regions of the United States. Prior to that, Mr. Malone spent nearly 24 years of his career at Bank of America, retiring in November 2007 as a Senior Executive Banker and Managing Director. Over those years Mr. Malone worked in and ran a number of investment banking businesses for the bank and its subsidiary, Banc of America Securities LLC, including real estate, gaming, lodging, leisure and the financial sponsors businesses. Mr. Malone was appointed to the board of directors of Walker & Dunlop, Inc., a real estate financial services company, in November 2012 and serves as a member of its audit and compensation committees. Mr. Malone has also served as a director or an immediate familyof Mr. Cooper Group, a publicly traded non-bank residential mortgage lender, since 2012 and serves as chair of its nominating and corporate governance committee and a member of its audit and compensation committees. Previously Mr. Malone served as a director and a member of the director received more than $120,000 per yearcompensation committee and the audit committee of Morgans Hotel Group Co. Board Skills and Qualifications: Mr. Malone’s extensive experience in direct compensation fromfinancial services and real estate and experiences gained while serving on other public company boards led our Board of Directors to conclude that Mr. Malone should continue to serve as a director.
DAVID H. MILNER
Age: 52 Director since: 2018 INDEPENDENT DIRECTOR Committees: •  Governance (Chair) •  Investment		Background: Mr. Milner has served as a member of our Board of Directors since March 2018. Mr. Milner has served as the Company (other than director or committee feesChief Executive Officer of NuGen Capital Management since he founded the company in 2009. In that role he is responsible for the strategic direction and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent on continued service)); (iv) the director was employed by or affiliated with the independent registered public accounting firmcapital allocation of the Company; (v) an immediate familyNuGen platform. NuGen owns and operates large scale solar projects and energy storage systems and has acquired significant land and real estate holdings. Over the past 20 years, Mr. Milner founded, operated and exited from successful investment companies and businesses in energy and real estate. Mr. Milner was a Director of Climate and Alternate Energy at Hastings Funds Management, a private equity fund based in Australia and owned by Westpac Bank. Prior to HFM, he was the co-Founder of the Climate Leaders Fund, a private equity fund in the U.S. and Australia, as well as several other investment companies in both energy and real estate. Early in his career Mr. Milner founded Community IMPACT!, a non-profit inner city education and leadership development organization in Washington, D.C. He received the “Washingtonian of the Year” award, the Middlebury Alumni Achievement Award and several other honors for his nonprofit work. Mr. Milner is Chairman of the Board of Trustees at the Sidwell Friends School in Washington, D.C. and is a board member of the directorSamuel Huntington Fund. Board Skills and Qualifications: Mr. Milner’s broad range of investment and management experience led our Board of Directors to conclude that he should continue to serve as a director.

Class III Directors (terms expire 2023)

FRANCES ALDRICH SEVILLA-SACASA
Age: 65 Director since: 2021 INDEPENDENT DIRECTOR Committees: •  Audit		Background: Ms. Aldrich Sevilla-Sacasa has served as a member of our Board of Directors since January 2021. Ms. Aldrich Sevilla-Sacasa was employed byChief Executive Officer of Banco Itaú International, Miami, Florida, from April 2012 to December 2016. Prior to that time, she served as Executive Advisor to the independent registered public accounting firmDean of the University of Miami School of Business from 2011 to 2012, Interim Dean of the University of Miami School of Business from 2011 to 2011, President of U.S. Trust, Bank of America Private Wealth Management from 2007 to 2008, President and Chief Executive Officer of US Trust Company in 2007, and President of US Trust Company from November 2005 until June 2007. She previously served in a variety of roles with Citigroup’s private banking business, including President of Latin America Private Banking, President of Europe Private Banking, and Head of International Trust Business. In 2011, Ms. Aldrich Sevilla-Sacasa was appointed to the board of directors of Camden Property Trust (NYSE: CPT), one of the largest publicly traded multifamily companies in the U.S. structured as a partner, principal or manager; or (vi)REIT, and she currently serves as the chair of its audit committee. She also serves on the board of directors of Callon Petroleum Company (NYSE: CPE), an independent oil and natural gas company, as well as its nominating and corporate governance and strategic planning and reserves committees, since its acquisition of Carrizo Oil & Gas in 2019, where she had been a member of the board of directors since 2018. She also serves on the Board of Trustees of the Delaware Funds by Macquarie, a complex of SEC-registered mutual funds, since 2011 and acts as chair of its nominating and corporate governance committee. Ms. Aldrich Sevilla-Sacasa holds a Bachelor of Arts Degree from the University of Miami and an M.B.A. from the Thunderbird School of Global Management. Board Skills and Qualifications: Ms. Aldrich Sevilla-Sacasa brings to the Board considerable experience in financial services, banking and wealth management. In addition, her experience as a former president and chief executive officer of a trust and wealth management company, and as a director of other corporate and not-for-profit boards has provided her with expertise in the Companyarea of corporate governance. This background and experience led the Board to conclude that Ms. Aldrich Sevilla-Sacasa should be elected to the Board in 2021 and to continue to serve as a director.
STUART A. MCFARLAND
Age: 73 Director since: 2014 INDEPENDENT DIRECTOR Committees: • Audit (Chair) • Compensation		Background: Mr. McFarland has served as a member of our Board of Directors since October 2014. Mr. McFarland is a Managing Partner of Federal City Capital Advisors, LLC, where he worked since 1997, which is now a dormant entity. Mr. McFarland was on theChairman of Federal City Bancorp, Inc. from 2005 to 2007 and President and Chief Executive Officer of Pedestal Inc., an internet secondary mortgage market trading exchange, from 1997 to 2001. Prior to these positions, Mr. McFarland held various executive roles at GE Capital, Skyline Financial Services Corp. and National Permanent Federal Savings Bank in Washington, D.C. Earlier in his career Mr. McFarland was Executive Vice President—Operations and Chief Financial Officer with Fannie Mae (Federal National Mortgage Association) and President and Director of Ticor Mortgage Insurance Company. Mr. McFarland has served as director of Drive Shack Inc. since October 2002 (and its predecessor Newcastle Investment from 1998 until 2002) and as chairman of its audit committee and a member of its nominating and corporate governance committee and compensation committee since November 2002. In addition, Mr. McFarland currently serves as a Director of the Brookfield Investment Funds and as a company which employedmember of its audit committee, and as the director, or which employed an immediate familyLead Independent Director of the New America High Income Fund, Inc. Mr. McFarland also serves as a Director and Member of the Executive Committee of the Center for Housing Policy and is a member of the directorTrustees Council of The National Building Museum. Mr. McFarland is a member of the Board of Directors of Steward Partners Holdings, LLC, the holding company for Steward Partners Global Advisory, a private financial services firm, since January 2018. Board Skills and Qualifications: Mr. McFarland’s executive leadership at global financial services firms and his public company board experience led our Board of Directors to conclude that he should continue to serve as an executive officer; ora director.

NEW SENIOR INVESTMENT GROUP INC. • 2021 Proxy Statement

23

ROBERT F. SAVAGE
Age: 53 Director since: 2016 INDEPENDENT CHAIR Committees: •  Compensation •  Governance • Investment (Chair)		Background: Mr. Savage has served as a member of our Board of Directors since February 2016 and was appointed Chair of the Board of Directors in January 2019. Mr. Savage has served as Chief Executive Officer of Jack Creek Investment Corp. (Nasdaq: JCIC), a company focused in the food and grocery supply chain market, since January 2021. Mr. Savage is also Co-founder and President of KSH Capital LP since its founding in 2015. KSH Capital provides real estate entrepreneurs with capital and expertise to seed or grow their platform. Prior to founding KSH Capital, Mr. Savage was Co-founder, President of KTR Capital Partners from 2005 to 2015, an investment, development and operating company focused exclusively on the industrial property sector in North America. At KTR, Mr. Savage was co-head of the firm’s Investment Committee and responsible for management of the firm’s day-to-day operations, including oversight of capital deployment, portfolio management and capital markets activities. Previously, Mr. Savage was a Partner at Hudson Bay Partners, L.P. a private equity firm focused on investing in real estate-intensive operating businesses. Mr. Savage also worked in the Investment Banking Division at Merrill Lynch & Co. where he or shespecialized in corporate finance and M&A advisory services for REITs, private equity funds and hospitality companies. Mr. Savage is an executive officerChairman of another companythe Board of Directors of VolunteerMatch.org, a San Francisco based 501(c)(3) that does business withoperates the Companylargest volunteer network in the nonprofit world. Mr. Savage is a member of the Board of Trustees of Mount Sinai Health System in New York, The Taft School and is a Director of Environmental Waste International, Inc. (TSXV: EWS). Board Skills and Qualifications: Mr. Savage’s significant knowledge of the annual salesreal estate industry and public REIT sector, as well as extensive experience in real estate investment and development, led our Board of Directors to or purchases from, the Company is the greater of $1 million, or two percent of such other company’s consolidated gross annual revenues.conclude that he should continue to serve as a director.

Whether directors meet these categorical independence tests will be reviewed and will be made public annually prior to our annual meeting of stockholders. The Board of Directors may determine, in its discretion, that a director is not independent notwithstanding qualification under the categorical standards. The Board of Directors has determined that each of Messrs. Colbert, Malone, McFarland, Milner and Savage and Ms. van der Hoof Holstein is independent for purposes of NYSE Rule 303A and that each such director has no material relationship with the Company. In making such determination, the Board of Directors took into consideration, (i) with respect to Mr. Malone, that he is a director of Mr. Cooper Group, which is majority owned by private equity funds managed by FIG LLC, our former manager, and where he serves as chair

Proposal 2

Ratification of the nominating and corporate governance committee and member of the audit committee and compensation committee, and that he was an employee of Fortress from 2008 until 2012, (ii) with respect to Ms. van der Hoof Holstein, that Mr. Edens has made charitable contributions to an organization at which she was previously employed and of which she is now a trustee, and (iii) that certain directors have invested in the securities of private investment funds or companies managed by or affiliated with our former manager.

Statement on Corporate Governance

We emphasize the importance of professional business conduct and ethics through our corporate governance initiatives. Our Board of Directors consists of a majority of independent directors (in accordance with the rules of the NYSE). Our Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee are each composed entirely of independent directors.

We have adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics, which delineate our standards for our directors, officers and all other employees. We make available, free of charge through a link on our website, our annual reports on Form10-K, quarterly reports on Form10-Q, current reports on Form8-K, and amendments to such reports, if any, as filed with the SEC as soon as reasonably practicable after such filing. Our site also contains our Code of Business Conduct and Ethics, Code of Ethics for Principal Executive Officers and Senior Financial Officers, Corporate Governance Guidelines, and the charters of the Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee of our Board of Directors. Our website address is www.newseniorinv.com. You may also obtain these documents by writing the Company at 55 West 46th Street, Suite 2204, New York, New York 10036, Attention: Investor Relations.

As mentioned above, the Board of Directors has adopted a Code of Business Conduct and Ethics, which is available on our website, that applies to each of our directors and officers, including our principal executive officer and principal financial officer, all other employees. The purpose of the Code of Business Conduct and Ethics is to promote, among other things, honest and ethical conduct, full, fair, accurate, timely and understandable disclosure in public communications and reports and documents that the Company files with, or submits to, the SEC, compliance with applicable governmental laws, rules and regulations, accountability for adherence to the code and the reporting of violations thereof.

The Company has also adopted a Code of Ethics for Principal Executive Officers and Senior Financial Officers, which is available on our website and which sets forth specific policies to guide the Company’s senior officers in the performance of their duties. This code supplements the Code of Business Conduct and Ethics described above. The Company intends to disclose any changes in or waivers from either code applicable to the Company’s executive officers or directors by posting such information on our website.

The Company does not have a policy to separate the roles of Chief Executive Officer and Chairman of the Board of Directors, as the Board of Directors believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the Board. Mr. Savage has served as the Chairman of the Board of Directors since January 2019. Our current Chief Executive Officer, Ms. Givens, also serves as a director, a structure that permits her to focus on the management of the Company’sday-to-day operations while still fostering communication between the Company’s management and the Board of Directors. The Company does not have a lead independent director; however, an independent director presides over the executive sessions. For additional information, see “Executive Sessions ofNon-Management Directors.”

Board and Committee Meetings

During the year ended December 31, 2018, our Board of Directors held 12 meetings. No director attended fewer than 75 percent of all meetings of our Board of Directors and the committees on which such director served. The Board of Directors has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. During 2018, the Audit Committee met five times, the Compensation Committee met once and the Nominating and Corporate Governance Committee met twice. In 2018, the Board of Directors also established a special committee of independent directors to conduct a strategic review. Although director attendance at the Company’s annual meeting each year is encouraged, the Company does not have an attendance policy. None of our directors attended the 2018 annual meeting.

Audit Committee. Our Board of Directors has a standing Audit Committee composed entirely of independent directors. The current members of the Audit Committee are Messrs. Colbert, Malone and McFarland (Chairman), each of whom has been determined by our Board of Directors to be independent in accordance with the rules of the NYSE and the SEC’s audit committee independence standards. The purpose of the Audit Committee is to provide assistance to the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting, internal control and legal compliance functions of the Company and its subsidiaries, including, without limitation, assisting the board’s oversight of (a) the integrity of the Company’s financial statements; (b) the Company’s compliance with legal and regulatory requirements; (c) the Company’s independent registered public accounting firm’s qualifications and independence; and (d) the performance of the Company’s independent registered public accounting firm and the Company’s internal audit function. The Audit Committee is also responsible for appointing the Company’s independent registered public accounting firm and approving the terms of the registered public accounting firm’s services. The Audit Committee operates pursuant to a charter, which is available on our website, www.newseniorinv.com. You may also obtain the charter by writing the Company at 55 West 46th Street, Suite 2204, New York, New York 10036, Attention: Investor Relations.

The Board of Directors has determined that Mr. McFarland qualifies as an “Audit Committee Financial Expert” as defined by the rules of the SEC. The Board of Directors has also determined that Mr. McFarland’s simultaneous service on the audit committees of Brookfield Investment Funds, Inc., New America High Income Fund, Inc. and Drive Shack Inc. would not impair his ability to effectively serve on our Audit Committee. As noted above, our Board of Directors has determined that Mr. McFarland is independent under NYSE and SEC standards.

The Company’s risk management is overseen by the Chief Executive Officer, who receives reports directly from other officers and individuals who perform services for the Company. Material risks are identified and prioritized by management, and material risks are periodically discussed with the Board of Directors. The Board of Directors regularly reviews information regarding the Company’s credit, liquidity and operations, including risks and contingencies associated with each area. In addition to the formal compliance program, the Board of Directors encourages management to promote a corporate culture that incorporates risk management into the Company’s corporate strategy andday-to-day business operations.

Compensation Committee. The members of the Compensation Committee are Messrs. Colbert (Chairman), McFarland and Savage and Ms. van der Hoof Holstein, each of whom has been determined by our Board of Directors to be independent in accordance with the NYSE rules. The Compensation Committee is responsible for administering and approving the grant of awards under any incentive compensation plan, including any equity-based plan, of the Company and making recommendations to the Board of Directors regarding director compensation. The charter of the Compensation Committee is available on our website, at www.newseniorinv.com. You may also obtain the charter by writing the Company at 55 West 46th Street, Suite 2204, New York, New York 10036, Attention: Investor Relations. Pursuant to the terms of our Management Agreement, the Company does not pay any compensation to its executive officers. Each member of the Compensation Committee is a“non-employee director,” as defined under Rule16b-3 under the Exchange Act, and an independent director under the NYSE listing standards.

Nominating and Corporate Governance Committee. Our Board of Directors has a standing Nominating and Corporate Governance Committee composed entirely of independent directors. The current members of the Nominating and Corporate Governance Committee are Messrs. Colbert, Malone (Chairman) and Savage and Ms. van der Hoof Holstein, each of whom has been determined by our Board of Directors to be an independent director in accordance with the NYSE rules. The functions of the Nominating and Corporate Governance Committee include, without limitation, the following: (a) recommending to the board individuals qualified to serve as directors of the Company and on committees of the board; (b) advising the board with respect to board composition, procedures and committees; (c) advising the board with respect to the corporate governance principles applicable to the Company; (d) overseeing and reviewing potential transactions, as directed by the board, under the Company’s Policy and Procedures with Respect to Related Person Transactions; and

(e) overseeing the evaluation of the board. The charter of the Nominating and Corporate Governance Committee is available on our website, at www.newseniorinv.com. You may also obtain the charter by writing the Company at 55 West 46th Street, New York, New York 10036, Attention: Investor Relations.

The Nominating and Corporate Governance Committee assists in identifying, recruiting and, if appropriate, interviewing candidates to fill positions on the Board, including persons suggested by stockholders or others. The Committee may, if it deems appropriate, establish procedures to be followed by stockholders in submitting recommendations for board candidates. In considering candidates submitted by stockholders, the Nominating and Corporate Governance Committee will take into consideration the needs of the Board of Directors and the qualifications of the candidate and may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held.

The Company’s Bylaws provide certain procedures that a stockholder must follow to nominate persons for election to the Board of Directors. Nominations for director at an annual stockholder meeting must be submitted in writing to the Company’s Secretary at New Senior Investment Group Inc., 55 West 46th Street, Suite 2204, New York, New York 10036. The Secretary must receive the notice of a stockholder’s intention to introduce a nomination at an annual stockholders’ meeting (together with certain required information set forth in the Company’s Bylaws) within the time frames set forth below under “Advance Notice for Stockholder Nominations and proposals for 2020 Annual Meeting.”

The Nominating and Corporate Governance Committee believes that the qualifications for serving as a director of the Company are, taking into account the following attributes and criteria of candidates: experience, skills, expertise, diversity, personal and professional integrity, business judgment, time availability in light of other commitments, dedication, potential conflicts of interest and such other relevant factors that the Committee considers appropriate to enhance the board’s ability to manage and direct the affairs and business of the Company, including, when applicable, to enhance the ability of committees of the board to fulfill their duties and/or to satisfy any requirements imposed by applicable law, regulation or NYSE listing requirements.

In addition to considering a director-candidate’s background and accomplishments, the process for identifying and evaluating all nominees includes a review of the current composition of the Board of Directors and the evolving needs of our business. The Nominating and Corporate Governance Committee will identify potential nominees by asking current directors and executive officers to notify the Committee if they become aware of suitable candidates. The Nominating and Corporate Governance Committee also may, from time to time, engage firms that specialize in identifying director candidates. As described above, the Committee will also consider candidates recommended by stockholders. Our evaluation of nominees does not necessarily vary depending on whether or not the nominee was nominated by a stockholder. In considering candidates submitted by stockholders, the Nominating and Corporate Governance Committee may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held. We do not have a formal policy with regard to the consideration of diversity in identifying director-nominees, but the Nominating and Corporate Governance Committee strives to nominate individuals with a variety of complementary skills. The Nominating and Corporate Governance Committee assesses its achievement of diversity through the review of the Board’s composition as part of the Board’s annual self-assessment process.

Stockholder Communications with Directors

The Company provides the opportunity for stockholders and interested parties to communicate with our directors. You can contact our Board of Directors to provide comments, to report concerns, or to ask a question, at the following address:

New Senior Investment Group Inc.

Secretary

55 West 46th Street, Suite 2204

New York, New York 10036

Stockholders may contact thenon-management directors (including the director who presides over the executive sessions ofnon-management directors, or thenon-management directors as a group, or any committee as a group) at the address above or at the following email address: ir@newseniorinv.com.

All communications received that are not in the nature of advertising, promotions of a product or service or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board of Directors or any group or committee of directors, sufficient copies of the contents will be made for each director who is a member of the

group or committee to which the envelope ore-mail is addressed. Concerns relating to accounting, internal controls or auditing matters are brought to the attention of the Chairman of the Audit Committee and handled in accordance with procedures established by the Audit Committee with respect to such matters.

REPORT OF THE AUDIT COMMITTEE

In accordance with and to the extent permitted by the rules of the SEC, the information contained in the following Report of the Audit Committee shall not be incorporated by reference into any of the Company’s future filings made under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be “soliciting material” or to be “filed” under the Exchange Act or the Securities Act of 1933, as amended.

The Audit Committee operates under a written charter approved by the Board of Directors, consistent with the corporate governance rules issued by the SEC and the NYSE. The Audit Committee’s charter is available on the Company’s website at www.newseniorinv.com. The members of the Audit Committee hold executive sessions during the course of the year.

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. It is not the duty of the Audit Committee to prepare the Company’s financial statements, to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate in accordance with generally accepted accounting principles. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. The independent registered public accounting firm is responsible for auditing the financial statements and expressing an opinion as to whether those audited financial statements fairly present the financial position, results of operations and cash flows of the Company in conformity with generally accepted accounting principles.

The Audit Committee has reviewed and discussed with management and the independent registered public accounting firm the Company’s internal control over financial reporting, including a review of management’s and the independent registered public accounting firm’s assessments of and reports on the effectiveness of internal control over financial reporting and any significant deficiencies or material weaknesses.

The Audit Committee has reviewed and discussed with management the audited financial statements in the annual report to stockholders.

The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard 1301, as adopted by the Public Company Accounting Oversight Board (the “PCAOB”), other standards of the PCAOB, rules of the SEC and other applicable regulations, including the auditor’s judgment as to the quality, not just the acceptability, of the accounting principles, the consistency of their application and the clarity and completeness of the audited financial statements.

The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable PCAOB requirements and has discussed with the independent registered public accounting firm their independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors agreed) that the audited financial statements be included in the annual report on Form10-K for the year ended December 31, 2018, for filing with the SEC. The Audit Committee and the Board of Directors also have recommended, subject to stockholder approval, the selectionAppointment of Ernst & Young LLP as the Company’sIndependent Registered Public Accounting Firm

Independent Registered Public Accounting Firm

Ernst & Young LLP served as our independent registered public accounting firm for fiscal year 2019.

The Audit Committee

Stuart A. McFarland, Chairman

Virgis W. Colbert

Michael D. Malone

Executive Sessions ofNon-Management Directors

Executive sessions of thenon-management directors occur during the course of the year.“Non-management directors” include all directors who are not officers or employees of the Company. Thenon-management director presiding at those sessions may rotate from meeting to meeting among the chair of each of the Nominating and Corporate Governance Committee, the Audit Committee and the Compensation Committee, to the extent the director is present at the executive session.

EXECUTIVE OFFICERS

The following table shows the names and ages of our executive officers and the positions held by each individual. A description of the business experience of each for at least the past five years follows the table.

Susan Givens is the Chief Executive Officer and serves on our Board of Directors. For information regarding Ms. Givens, see “Information Concerning Our Directors, Including the Director Nominees” above.

David Smith is the Executive Vice President and Chief Financial Officer since January 2019. Mr. Smith brings 15 years of REIT experience to the Company. Prior to his appointment as Chief Financial Officer, Mr. Smith served as a Managing Director in the Private Equity Group of Fortress, where he led capital markets and investor relations activities for the Company. Prior to joining Fortress, Mr. Smith held various finance, capital markets and investor relations roles at Ventas (NYSE: VTR) and Omega Healthcare Investors (NYSE: OHI), and began his career in the real estate investment banking group at A.G. Edwards. Mr. Smith received a B.S. degree with honors in Finance from the University of Wisconsin - La Crosse.

Bhairav Patelis the Executive Vice President of Finance and Accounting since January 2019. Mr. Patel previously served as a Managing Director in Fortress’s Private Equity group. Mr. Patel joined Fortress in 2007 and has served in various capacities within the corporate accounting and finance divisions, including as head of Fortress’s financial planning & analysis group. Prior to joining Fortress in 2007, Mr. Patel served as an accounting manager at GSC Group, a credit-based alternative investment manager. Mr. Patel received a Bachelor’s degree and Master’s degree in Commerce from the University of Mumbai, and is a Certified Public Accountant.

EXECUTIVE AND MANAGER COMPENSATION

Compensation Discussion and Analysis

Introduction

Until January 1, 2019, each individual who served as one of our officers was an employee of our former manager or an affiliate of our former manager. Each of these officers was compensated by our former manager (or the applicable affiliate) and did not receive any compensation directly from us. We did not reimburse our former manager or any of its affiliates for the compensation of any of these officers and did not make any decisions regarding their compensation. For a description of our former manager’s compensation, please refer to the section entitled “Certain Relationships and Related Transactions—Transactions with Related Persons—Management Agreement with Fortress.”

In accordance with the Management Agreement, the individuals who served as our officers prior to January 1, 2019 devoted such portion of their time to our affairs as was required for the performance of the duties of our former manager under the Management Agreement. As a result, certain of the individuals who served as our officers prior to January 1, 2019 from time to time were exclusively dedicated to performing services to us and thus not did not provide any other significant services to our former manager, while other of those officers were not exclusively dedicated to us and performed services for our former manager that were unrelated to our affairs.

Our Chief Executive Officer, Susan Givens, devoted a substantial portion of her time to the Company in 2018, although she did not exclusively provide services to us in 2018. Since our former manager compensated Ms. Givens with respect to 2018 based on the overall value of the various services that she performed for our former manager, our former manager was not able to segregate and identify any portion of the compensation awarded to her as relating solely to service performed for us. Accordingly, we have not included any information relating to the compensation paid to Ms. Givens by our former manager in or in respect of 2018 in the “Summary Compensation Table”, below. Nevertheless, to the extent that Ms. Givens was awarded options relating to shares of our Common Stock as part of her overall compensation with respect to 2018 or prior years, we have disclosed those holdings under the “Outstanding Option Awards as of December 31, 2018” table, below.

In 2018, Bhairav Patel, who served as our Interim Chief Financial Officer, Treasurer, and Chief Accounting Officer throughout 2018, was exclusively dedicated to providing services to us. Accordingly, our former manager has determined that the entire amount of the compensation that it paid to Mr. Patel in or in respect of 2018 was for services that he performed for us and we have therefore reported that compensation in the “Summary Compensation Table”, below.

Compensation for 2018

All of the decisions regarding Mr. Patel’s compensation are made by our former manager and neither the Company, our Board of Directors nor Mr. Patel have any role in determining any aspect of his compensation with our former manager. Our former manager used the following compensation elements in 2018 as tools to reward and retain Mr. Patel:

Additional Details on Executive Compensation

Summary Compensation Table

The following table provides additional information regarding the compensation earned by Bhairav Patel in respect of 2018, which in each case was determined and paid by our former manager. Mr. Patel served as our Interim Chief Financial Officer, Treasurer, and Chief Accounting Officer throughout 2018 and was appointed as our Executive Vice President of Finance and Accounting in January 2019.

As described in more detail above, our former manager was not able to segregate and identify any portion of the compensation earned by our Chief Executive Officer, Susan Givens, in respect of 2018 as relating solely to services performed for us, and therefore this Summary Compensation Table does not include any compensation for Ms. Givens.

Outstanding Option Awards as of December 31, 2018

Ms. Givens was granted an option by our former manager relating to a total of 402,282 shares of our common stock in January 2016, which has an exercise price of $10.76 per share. The option expired by its terms without being exercised on December 31, 2018. None of our other officers held any options or other equity awards relating to shares of our common stock as of December 31, 2018.

Potential Payments UponChange-in-Control or Termination

Potential Payments to Mr. Patel

Mr. Patel was not entitled to any cash severance payments upon a termination of his employment with our former manager and its affiliates occurring on December 31, 2018, regardless of whether such termination occurred prior to or following a change of control of the Company or Fortress Investment Group LLC.

Treatment of Manager Options

All options granted to our former manager will become fully vested and exercisable upon a “change of control” (as defined in the New Senior Nonqualified Stock Option and Incentive Award Plan). The option awards held by our former manager as of December 31, 2018 that would have been accelerated had a change of control occurred on December 31, 2018 had an intrinsic value of $900,000 (based on a price per share of our common stock of $4.12 on December 31, 2018).

Risk Management

Our officers receive compensation from our Manager based on their services both to us and to other entities, making their compensation unlikely to directly promote unreasonable risk-taking in the management of our business. Additionally, we grant options to our Manager in connection with our equity offerings to align our Manager’s interests with the interests of our stockholders while avoiding an emphasis purely on equity compensation. Based on the assessment of these factors, we concluded that we have a balanced compensation program that does not promote excessive risk taking.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the 2018 Compensation Discussion and Analysis required by Item 402(b) of RegulationS-K with the Company’s management.

Based on this review and their discussions, the Compensation Committee has recommended to the Board of Directors that the 2018 Compensation Discussion and Analysis be included in the Proxy Statement for the 2019 Annual Meeting of Stockholders to be filed with the SEC.

The Compensation Committee

Virgis W. Colbert, Chairman

Stuart A. McFarland

Cassia van der Hoof Holstein

Robert Savage

Compensation Committee Interlocks and Insider Participation

None.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

Listed in the following table is certain information with respect to the beneficial ownership of shares of our Common Stock as of April 15, 2019 by each person known by us to be the beneficial owner of more than five percent of our Common Stock, and by each of our directors, director nominees and executive officers, both individually and as a group.

For purposes of this Proxy Statement, a “beneficial owner” means any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares:

A person is also deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of such security at any time within 60 days.

(5)	Sole voting and dispositive power in respect of 5,460,838 shares; and shared dispositive power in respect of 52,987 shares, as stated in a Schedule 13G filed with the SEC on February 12, 2019. Renaissance Technologies LLC’s address is 800 Third Avenue, New York, NY 10022.

(6)

Includes with respect to each of these individuals the following number of shares issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of April 15, 2019: Givens—0; Smith—0; Colbert—5,000; Malone—5,000; McFarland—5,000; Milner—5,000; van der Hoof Holstein—5,000; and Savage—5,000.

Section 16(a) of Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires directors, executive officers and persons beneficially owning more than ten percent of a registered class of a company’s equity securities to file reports of ownership and changes in ownership on Forms 3, 4, and 5 with the SEC. To our knowledge, based solely on review of the copies of such reports furnished to us during thefiscal year ended December 31, 2018, all reports required to be filed by our directors, executive officers2020 andgreater-than-ten-percent owners were timely filed in compliance with the Section 16(a) filing requirements. However, for each of Ms. Givens, Mr. Patel and Mr. Smith, a Form 4 reporting two transactions was filed late on February 1, 2019, and Mr. Smith’s Form 3 was filed late on February 14, 2019.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Review of Transactions with Related Persons

SEC rules define “transactions with related persons” to include any transaction in which the Company is a participant, the amount involved exceeds $120,000, and in which any “related person,” including any officer, director, nominee for director or beneficial holder of more than 5% of any class of our voting securities or an immediate family member of any of the foregoing, has a direct or indirect material interest. The Company has adopted a written policy, Policies and Procedures with Respect to Related Person Transactions, that outlines procedures for approving transactions with related persons, and the independent directors review and approve and ratify such transactions pursuant to the procedures outlined in this policy. In determining whether to approve or ratify a transaction with a related person, the independent directors will consider a variety of factors they deem relevant, such as: the terms of the transaction; the terms of available to unrelated third parties; the benefits to the Company; and the availability of other sources for comparable assets, products or services. The policy included standingpre-approvals for specified categories of transactions, including property management agreements with market terms that relate to a property acquired for less than $50 million; investments in securities offerings; and participation in other investment opportunities generally made available to our Manager’s employees. The policy included standingpre-approvals for specified categories of transactions, including investments in securities offerings and participation in other investment opportunities generally made available to our senior employees.

Management Agreement

In connection with thespin-off from Drive Shack, we entered into a Management Agreement with our former manager, pursuant to which our former manager provided a management team and other professionals who were responsible for implementing our business strategy, subject to the supervision of our Board of Directors. Our former manager was responsible for, among other things, (i) setting investment criteria in accordance with broad investment guidelines adopted by our Board of Directors, (ii) sourcing, analyzing and executing acquisitions, (iii) providing financial and accounting management services and (iv) performing other duties as specified in the Management Agreement. The former Chairman of our Board of Directors, Mr. Edens, also serves as principal,Co-Chief Executive Officers and a member of the Board of Directors of Fortress and as an officer of our former manager.

We paid a management fee equal to 1.5% per annum of our gross equity (as defined in the Management Agreement), which was calculated and payable monthly in arrears in cash. Gross equity is generally the equity invested by Drive Shack (including cash contributed to the Company) as of the completion of thespin-off from Drive Shack, plus the aggregate offering price from stock offerings, plus certain capital contributions to subsidiaries, less capital distributions (calculated without regard to depreciation and amortization) and repurchases of common stock.

We paid or reimbursed our former manager for performing certain legal, accounting, due diligence and asset management tasks and other services that outside professionals or outside consultants otherwise would perform, provided that such costs and reimbursements are no greater than those which would be paid to outside professionals or consultants on anarm’s-length basis.

Our former manager was entitled to receive annual incentive compensation, paid quarterly, in an amount equal to the product of (A) 25% of the dollar amount by which (1)(a) funds from operations before the incentive compensation per share of common stock, plus (b) gains (or losses) from sales of property per share of common stock, plus (c) internal and third party acquisition-related expenses, plus (d) unconsummated transaction expenses, and plus (e) othernon-routine items, exceed (2) an amount equal to (a) the weighted average value per share of the equity invested by Drive Shack in the assets of the Company (including cash contributed to the Company) as of the distribution date and the price per share of our common stock in any offerings by us (adjusted for prior capital dividends or capital distributions, which is calculated without regard to depreciation and amortization) multiplied by (b) a simple interest rate of 10% per annum, multiplied by (B) the weighted average number of shares of common stock.

Our former manager was also entitled to receive, upon the successful completion of an equity offering, options with respect to 10% of the number of shares sold in the offering with an exercise price equal to the price paid by the purchaser in the offering. Our former manager did not receive any options during 2018.

Our Management Agreement had an initialten-year term and would have been automatically renewed forone-year terms thereafter unless terminated either by us or our former manager. Our former manager was entitled to receive a termination fee from us under certain circumstances.

Termination and Cooperation Agreement

On November 19, 2018, we entered into a Termination and Cooperation Agreement (the “Termination and Cooperation Agreement”) with our former manager. Under the Termination and Cooperation Agreement, the Management Agreement was terminated on December 31, 2018, except that certain indemnification and other obligations survive the termination. In connection with the termination of the Management Agreement, we (i) made aone-time cash payment of $10 million to the former manager and (ii) issued to the former manager 400,000 shares of our newly created Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”) (as described below). As described in the Termination and Cooperation Agreement, we extended offers of employment to certain employees of our former manager or its affiliates who provided services to the Company. Our former manager agreed to be solely responsible for the payment of all compensation payable to such employees with respect to the period prior to the effective time of the internalization, whether payable prior to or following the effective time of the internalization, including any discretionary cash bonus payment payable in respect of the 2018 calendar year, subject to the former manager’s right to be reimbursed by the Company for such compensation payments to the extent reimbursable pursuant to the Management Agreement. For a further description of the Termination and Cooperation Agreement, please see the Company’s Current Reports on Form8-K filed on November 20, 2018 and January 3, 2019.

Transition Services Agreement

In addition, on December 31, 2018, we entered into a Transition Services Agreement with our former manager (the “Transition Services Agreement”). Under the Transition Services Agreement, our former manager is required to continue to provide the Company with certain services (the “Services”) for a transition period. The Services are primarily information technology, tax, accounting and legal services. The Services are provided for a fee intended to be equal to our former manager’s cost of providing the Services, including the allocated cost of, among other things, overhead, employee wages and compensation and actually incurredout-of-pocket expenses. We may elect to terminate any individual Service with at least thirty (30) days prior notice.

The Transition Services Agreement will terminate on the latest date on which any Service is to be provided as set forth in the Transition Services Agreement, unless terminated earlier (i) by mutual agreement of the parties, (ii) by either our former manager or the Company in the event of a material breach by thenon-terminating party that is not cured within thirty (30) days following written notification thereof, or (iii) by our former manager if the Company fails to pay any sum overdue and payable for a period of at least thirty (30) days. For a further description of the Transition Services Agreement, please see the Company’s Current Reports onForm 8-K filed on November 20, 2018 and January 3, 2019.

Certificate of Designation

Pursuant to the Termination and Cooperation Agreement, we have issued 400,000 shares of Series A Preferred Stock to our former manager. On December 31, 2018, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation (the “Certificate of Designation”) setting forth the rights, powers, and preferences of the Series A Preferred Stock.

Holders of the Series A Preferred Stock are entitled to cumulative cash dividends at a rate per annum of 6.00% on the liquidation preference amount of such shares of Series A Preferred Stock plus all accumulated and unpaid dividends. Dividends shall be payable quarterly in arrears on the fifteenth day of January, April, July and October of each year, provided that if the declaration and payment of such dividends is not permitted under applicable law or in the case of certain other limited exceptions, such dividends shall not be required to be declared and paid on such date and shall instead be declared and paid on the first succeeding payment date on which the Company is not so restricted.

Subject to certain exceptions, no dividend or other distribution may be declared, made or paid or set apart for payment upon any class or series of capital stock of the Company ranking junior to, or on parity with, the Series A Preferred Stock, and no such class or series of capital stock may be redeemed, purchased or otherwise acquired for any consideration by the Company unless all accumulated and unpaid dividends have been, or contemporaneously are, declared and paid, or are declared and a sum of cash sufficient for payment thereof is set apart for such payment, on all outstanding shares of Series A Preferred Stock and any class or series of capital stock of the Company on parity with the Series A Preferred Stock.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of shares of Series A Preferred Stock will receive out of the assets of the Company legally available for distribution to its stockholders before any payment is made to the holders of any series of preferred stock ranking junior to the Series A Preferred Stock or to any holder of the Company’s common stock but subject to the rights of any class or series of securities ranking senior to or on parity with the Series A Preferred Stock, a payment per share equal to $100 plus any accumulated and unpaid dividends.

The Company may elect to redeem, at any time, all but not less than all of the shares of Series A Preferred Stock for cash at a price equal to the liquidation preference amount of the Series A Preferred Stock plus all accumulated and unpaid dividends thereon (the “Redemption Price”). On or after December 31, 2020, the holders of a majority of the then outstanding shares of Series A Preferred Stock will have the right to require the Company to redeem up to 50% of the outstanding shares of Series A Preferred Stock, and on or after December 31, 2021, the holders of a majority of the then outstanding shares of Series A Preferred Stock will have the right to require the Company to redeem all or any portion of the outstanding shares of Series A Preferred Stock, in each case, for cash at the Redemption Price.

Upon the occurrence of a Change of Control (as defined in the Certificate of Designation), the Series A Preferred Stock is required to be redeemed in whole at the Redemption Price.

Subject to certain exceptions, the holders of Series A Preferred Stock have no voting rights. However, as long as any shares of Series A Preferred Stock remain outstanding, the Certificate of Designation provides that the Company shall not, without the affirmative vote or consent of holders of a majority of the then outstanding shares of Series A Preferred Stock, (i) alter or amend the Certificate of Designation, (ii) alter or amend the Certificate of Incorporation so as to adversely affect the powers, preferences, privileges or rights of the Series A Preferred Stock, (iii) authorize, create, issue or increase the authorized amount of the Series A Preferred Stock or any class or series of capital stock of the Company ranking senior to, or on parity with, the Series A Preferred Stock, or authorize, create, issue or increase the authorized amount of any obligation or security convertible into or evidencing the right to purchase Series A Preferred Stock or any class or series of capital stock of the Company ranking senior to, or on parity with, the Series A Preferred Stock, (iv) classify or reclassify any authorized capital stock of the Company into any class or series of capital stock of the Company ranking senior to, or on parity with, the Series A Preferred Stock, or classify or reclassify any obligation or security convertible into or evidencing the right to purchase any capital stock of the Company ranking senior to the Series A Preferred Stock or (v) subject to certain specified exceptions, enter into any contractual arrangements by the Company that by their terms prohibit or restrict the payment of dividends by the Company with respect to the Series A Preferred Stock.

The Certificate of Incorporation generally prevents stockholders from owning more than 9.8% (in value or in number of shares) of the aggregate outstanding shares of the Company’s capital stock. The Board (or a duly authorized committee of the Board) has the authority to grant an exemption to this ownership limitation. In connection with permitting our former manager to own the Series A Preferred Stock, the Special Committee (as defined below) has granted our former manager and Fortress Operating Entity I LP (“FOE I”) a limited exemption from the aggregate stock ownership limit pursuant to Article Eleventh of the Certificate of Incorporation that permits our former manager and FOE I to collectively own up to 15% (in value or in number of shares) of the aggregate outstanding shares of the Company’s capital stock. For a further description of the Series A Preferred Stock and the Certificate of Designation, please see the Company’s Current Reports on Form8-K filed on November 20, 2018 and January 3, 2019.

Below is a summary of the fees and other amounts earned by our former manager in connection with services performed for us during fiscal year 2018 (in thousands):

greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on anarm’s-length basis; certain of such services were provided by our former manager. We also paid all of our operating expenses, except those specifically required to be borne by our former manager under the Management Agreement. Our former manager was responsible for all costs incident to the performance of its duties under the Management Agreement, including compensation of our former manager’s employees, rent for facilities and other “overhead” expenses. The expenses required to be paid by us included, but were not limited to, issuance and transaction costs incident to the acquisition, disposition and financing of our investments, legal and auditing fees and expenses, the compensation and expenses of our independent directors, the costs associated with the establishment and maintenance of any credit facilities and other indebtedness of ours (including commitment fees, legal fees, closing costs, etc.), expenses associated with other securities offerings of ours, the costs of printing and mailing proxies and reports to our stockholders, costs incurred by employees of our former manager for travel on our behalf, costs associated with any computer software or hardware that was used solely for us, costs to obtain liability insurance to indemnify our directors and officers, the compensation and expenses of our transfer agent and fees payable to the NYSE.

(3)

Our former manager was entitled to receive the Incentive Compensation pursuant to the terms of the Management Agreement with us. The purpose of the Incentive Compensation was to provide an additional incentive for our former manager to achieve targeted levels of funds from operations (including gains and losses) and to increase our stockholder value. Our Board of Directors was permitted to request that our former manager accept all or a portion of its Incentive Compensation in shares of our common stock, and our former manager was permitted to elect, in its discretion, to accept such payment in the form of shares, subject to limitations that may be imposed by the rules of the NYSE or otherwise.

(4)	In connection with the termination of the Management Agreement, we made aone-time cash payment of $10 million and issued 400,000 shares of Series A Preferred Stock to our former manager.

Property Management Agreements

Of our total portfolio of 133 properties, 132 properties are operated pursuant to property management agreements between us and a property manager. Under the property management agreements, the property manager is responsible for theday-to-day operations of our properties and is entitled to a management fee and travel reimbursement costs in accordance with the terms of the property management agreements.

We are generally responsible for the operating costs of our managed properties, including repairs, maintenance, capital expenditures, utilities, taxes, insurance and the payroll expense of property-level employees. The payroll expense is structured as a reimbursement to the property manager, who is the employer of record in order for us to comply with REIT requirements. We are entitled to certain reimbursements from the property manager in accordance with the terms of the property management agreements.

Of our 132 managed properties, 99 properties are managed by Holiday Retirement (“Holiday”), which is a portfolio company that is majority owned by private equity funds managed by our former manager, and includes the 51 properties that were previously in our Triple Net Lease segment until we entered into a lease termination agreement to terminate our triple net leases with affiliates of Holiday, effective on May 9, 2018. The remaining 19 properties are managed by FHC Property Management LLC (together with its subsidiaries, “Blue Harbor”), which is owned by an affiliate of our former manager. Our property management agreements with Holiday and Blue Harbor have either five- orten-year initial terms, with automaticone-year renewal terms (subject to termination rights). For assisted living/memory care (“AL/MC”) properties managed by Blue Harbor and Holiday, we pay management fees equal to 6% of effective gross income for the first two years and 7% thereafter. For independent living (“IL”) properties managed by Blue Harbor and Holiday, we pay management fees equal to 5% of effective gross income. For certain property management agreements, Holiday is eligible for an incentive fee based on the properties’ operating performance.

During the year ended December 31, 2018, we made the following payments in accordance with the applicable property management agreements: paid property management fees of $14.3 million and $6.4 million to Holiday and Blue Harbor, respectively; reimbursed property-level payroll expense of $65.9 million and $35.6 million to Holiday and Blue Harbor, respectively; and reimbursed travel expenses of $36,000 and $111,000 to Holiday and Blue Harbor, respectively.

Separation and Distribution Agreement with Drive Shack

On October 16, 2014, we entered into a Separation and Distribution Agreement with Drive Shack to effect our separation from Drive Shack and to govern the relationship between us and Drive Shack subsequent to the completion of the separation. Our separation from Drive Shack was completed on November 6, 2014. The following is a description of the

material provisions that survive our separation and remain in effect during and since the beginning of our last fiscal year. For purposes of the Separation and Distribution Agreement: (i) the “New Senior Investment Group” means New Senior Investment Group and its subsidiaries and (ii) the “Drive Shack Group” means Drive Shack and its subsidiaries other than New Senior Investment Group and the New Senior Investment Group subsidiaries.

Releases and Indemnification. Subject to certain exceptions, including with respect to liabilities assumed by, or allocated to, us or Drive Shack, the Separation and Distribution Agreement provided that we and Drive Shack generally agreed to release each other from all liabilities existing or arising from acts or events prior to or on the distribution date.

In addition, except as otherwise provided for in other documents related to the separation, we are required to indemnify Drive Shack and its affiliates and representatives against losses arising from:

Drive Shack agreed to indemnify us and our affiliates and representatives against losses arising from:

Indemnification obligations shall generally be net of any insurance proceeds actually received by the indemnified person. The Separation and Distribution Agreement provides that we and Drive Shack will waive any right to special, indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages, provided that any such liabilities with respect to third party claims shall be considered direct damages. The Separation and Distribution Agreement also contains customary procedures relating to the receipt of any indemnification payments that may constitutenon-qualifying REIT income.

CertainTax-Related Covenants. If we are treated as a successor to Drive Shack under applicable U.S. federal income tax rules, and if Drive Shack failed to qualify as a REIT for a taxable year ending on or before December 31, 2015, we could be prohibited from electing to be a REIT. Accordingly, in the Separation and Distribution Agreement, Drive Shack (i) represented that it had no knowledge of any fact or circumstance that would cause us to fail to qualify as a REIT including a failure to qualify as a REIT due to Drive Shack’s failure to maintain REIT status, (ii) covenanted to use commercially reasonable efforts to cooperate with us as necessary to enable us to qualify for taxation as a REIT and receive customary legal opinions concerning REIT status, including providing information and representations to us and our tax counsel with respect to the composition of Drive Shack’s income and assets, the composition of its stockholders, and its operation as a REIT and (iii) covenanted to use its reasonable best efforts to maintain its REIT status for each of Drive Shack’s taxable years ending on or before December 31, 2015 (unless Drive Shack obtains an opinion from a nationally recognized tax counsel or a private letter ruling from the IRS to the effect that Drive Shack’s failure to maintain its REIT status will not cause us to fail to qualify as a REIT under the successor REIT rule referred to above). Additionally, in the Separation and Distribution Agreement, we covenanted to use our reasonable best efforts to qualify for taxation as a REIT for our taxable year ended December 31, 2014.

Dispute Resolution. In the event of any dispute arising out of the Separation and Distribution Agreement, the parties, each having designated a representative for such purpose, will negotiate in good faith for 30 days to resolve any disputes between the parties. If the parties are unable to resolve disputes in this manner within 30 days, the disputes will be resolved through binding arbitration.

PROPOSAL NO. 2

APPROVAL OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Proposed Independent Registered Public Accounting Firm

Ernst & Young LLP, independent registered public accountants, served as theour independent registered public accounting firm for us and our subsidiaries for the fiscal years ended December 31, 2018 and December 31, 2017.since we became a public company in 2014. The Audit Committee of the Board of Directors has appointed Ernst & Young LLP to be our independent registered public accounting firm for the fiscal year ending December 31, 2019,2021, and has further directed that the selection of the independent registered public accounting firm be submitted for approval by the stockholdersshareholders at the Annual Meeting.

Representatives of Ernst & Young LLP will be present in person at the Annual Meeting and will be given the opportunity to make a statement, if they so desire, anddesire. These representatives will be available to respond to appropriate questions from stockholders.shareholders.

The Board of Directors recommends that you vote FOR the approval of the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for fiscal year 2019.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR FISCAL YEAR 2021.

Principal Accountant Fees and Services

In connection with the audit of the 20182020 consolidated financial statements, the Company entered into an engagement letter with Ernst & Young LLP which set forth the terms by which Ernst & Young LLP has performed audit services for the Company.

The following summarizedsummarizes Ernst & Young LLP’s fees for professional services rendered in 20182020 and 2017:2019:

Audit Fees.Fees

Includes fees and relatedout-of-pocket expenses for the audit services associated with the annual audit of the consolidated financial statements of the Company, including the audit of internal control over financial reporting, and the review of the Company’s quarterly reports on Form10-Q. 10-Q, work performed in connection with any registration statements, consents and assistance with and the review of documents filed with the SEC.

Audit-Related Fees.Fees

None.

Tax Fees. Fees

Includes fees for tax services and relatedout-of-pocket expenses associated with tax compliance, including the preparation, review and filing of federal, state and local income tax returns, tax due diligence, transfer pricing and related benchmarking analyses, and tax advice.

All Other Fees.Fees

None.

The Audit Committee has considered all services provided by the independent registered public accounting firm to us and concluded this involvement is compatible with maintaining the auditors’ independence. The Audit Committee is responsible for appointing the Company’s independent registered public accounting firm and approving the terms of the independent registered public accounting firm’s services. The Audit Committee has policies and procedures that require the approval of the Audit Committee of all fees paid to, and all services performed by, the Company’s independent registered public accounting firm. The Audit Committee approves the proposed services, including the nature, type and scope of services contemplated and the related fees, to be rendered by the firm.fees. The fees and services provided as noted in the tables above were authorized and approved by the Audit Committee.

NEW SENIOR INVESTMENT GROUP INC. • 2021 Proxy Statement

25

PROPOSAL NO. 3Audit Committee Report

APPROVAL OF AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION AND BYLAWS

TO PROVIDE FOR THE ANNUAL ELECTION OF ALL DIRECTORS

Overview

Currently, Article FIFTHIn accordance with and to the extent permitted by the rules of the SEC, the information contained in the following Audit Committee Report shall not be incorporated by reference into any of the Company’s Certificatefuture filings made under the Exchange Act, and shall not be deemed to be “soliciting material” or to be “filed” under the Exchange Act or the Securities Act of Incorporation and Article III of the Company’s Bylaws provide that1933, as amended.

The Audit Committee operates under a written charter approved by the Board of Directors, shall be divided into three classes,consistent with each class consisting, as nearly as may be possible, ofone-thirdthe corporate governance rules issued by the SEC and the NYSE. The Audit Committee’s charter is available on the Company’s website at www.newseniorinv.com. The members of the total numberAudit Committee hold executive sessions throughout the course of directors constituting the entire Board, and one class of directors being elected each year for a three-year term.year.

Proposed Declassification Amendments

The Board and its Nominating and Corporate GovernanceAudit Committee in their ongoing review of corporate governance matters, have considered the advantages and disadvantages of declassification as well as the advice from outside experts and advisors regarding matters of corporate governance. The Board and the Nominating and Corporate Governance Committee recognize that a classified board provides stability and continuity and may have the effect of encouraging directors to take a long-term perspective. The Board and the Nominating and Corporate Governance Committee also recognize, however, that a classified structure may reduce directors’ accountability to stockholders, since the classified board structure does not enable stockholders to express a view on each director’s performance on an annual basis. The Board and the Nominating and Corporate Governance Committee also considered the view that many institutional investors believe that the election of directors is the primary means for stockholders to influence corporate governance policies and to hold management responsible for implementing those policies, and that a majority of large U.S. public companies with classified boards have eliminated these structures in recent years in favor of annual director elections. In addition to the foregoing, the Board considered the views of the plaintiff in the derivative action, captioned Cumming v. Edens, et al., C.A. No.13007-VCS, with respect tooversees the Company’s classified board structure, and, in connection with reaching an agreement in principle that, if approved by the court, would result in the settlement of that action, agreed, among other things, to approve the Declassification Amendments (as defined below) and submit them to the Company’s stockholders for their approval. The settlement, however, is not conditioned upon the stockholders’ approval of the Declassification Amendments.

Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has unanimously approved and declared advisable the amendments to the Certificate of Incorporation and Bylaws to provide for aphased-in declassification of the Board (collectively, the “Declassification Amendments”). The Board is submitting the Declassification Amendments to the stockholders of the Company for their approval at the Annual Meeting. The full text of the proposed Declassification Amendments is set forth inAppendix A to this Proxy Statement.

The proposed Declassification Amendments would eliminate the classification of the board over a three-year period beginning at the 2020 annual meeting of stockholders. If the Declassification Amendments are adopted by stockholders and become effective, at each annual meeting of stockholders beginning with the 2020 annual meeting, each director whose term then expires will be elected for aone-year term expiring at the next annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. The Declassification Amendments will not change the terms of the current directors whose terms will not expire at the 2020 annual meeting. Those directors will continue to serve the remainder of the three-year terms for which they were elected, with such directors serving terms expiring at the 2021 and 2022 annual meetings, as applicable. The Board will be fully declassified, and all directors will be elected for aone-year term, at the 2022 annual meeting of stockholders. Until the 2022 annual meeting of stockholders, any director elected to fill a vacancy resulting from the death, resignation or removal of any director shall hold office for a term that coincides with the remaining term of the director he or she shall have replaced. In addition, under Delaware law, unless otherwise provided by the certificate of incorporation, members of a board that is classified may be removed only for cause. The Declassification Amendments would provide that once the Board is fully declassified as of the 2022 annual meeting of stockholders, directors may be removed with or without cause.

The Board of Directors believes that declassifying the Board to provide for annual elections of directors, as set forth in the proposed Declassification Amendments, is advisable and in the best interests of the Company and its stockholders. If the Declassification Amendments are approved by our stockholders, the Board would become fully declassified by, and all directors would be elected forone-year terms at, the 2022 annual meeting of stockholders. The proposed amendments to the Certificate of Incorporation would become effective upon the filing of a Certificate of Amendment with the Secretary of State of Delaware, which the Company would file promptly following the Annual Meeting if our stockholders approve the amendments. The proposed amendments to the Bylaws would become effective upon the effectiveness of the filing of the Certificate of Incorporation.

If the Declassification Amendments are not approved by our stockholders, such amendments will not be implemented, the Board’s current classified structure will continue in place, and our Certificate of Incorporation and Bylaws will continue in their current forms, subject to the amendments (if approved by stockholders) to (i) our Certificate of Incorporation and Bylaws required to give effect to Proposal No. 4, “Approval of Amendment to Our Certificate of Incorporation and Bylaws to Eliminate Provisions that are No Longer Applicable” and (ii) our Bylaws required to give effect to Proposal No. 5, “Approval of Amendment to Our Bylaws to Implement Majority Voting in Uncontested Director Elections”.

Required Vote and Recommendationfinancial reporting process on behalf of the Board of DirectorsDirectors. It is not the duty of the Audit Committee to prepare the Company’s financial statements, to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate in accordance with U.S. generally accepted accounting principles. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. The Company’s independent registered public accounting firm, Ernst & Young LLP, is responsible for auditing the financial statements and expressing an opinion as to whether those audited financial statements fairly present the financial position, results of operations and cash flows of the Company in conformity with U.S. generally accepted accounting principles.

Approval

The Audit Committee has reviewed and adoptiondiscussed with management and Ernst & Young the Company’s internal control over financial reporting, including a review of management’s and Ernst & Young’s assessments of and reports on the effectiveness of internal control over financial reporting.

In fulfilling its responsibilities, the Audit Committee has reviewed and discussed with management the audited financial statements in the annual report to shareholders. The Audit Committee has discussed with Ernst & Young the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC, including the auditor’s independence, the auditor’s judgment as to the quality, not just the acceptability, of the accounting principles, the consistency of their application and the clarity and completeness of the audited financial statements, the scope of the audit, the Company’s critical accounting policies and estimates and the critical audit matter addressed during the audit.

The Audit Committee has received the written disclosures and the letter from Ernst & Young required by the applicable PCAOB requirements and has discussed with Ernst & Young the firm’s independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors agreed) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2020, for filing with the SEC. The Audit Committee and the Board of Directors also have recommended that shareholders ratify of the appointment of Ernst & Young as the Company’s independent registered public accounting firm for fiscal year 2021.

This report is furnished by the members of the Audit Committee.

Proposal 3

Advisory Vote On 2020 Executive Compensation

In accordance with Section 14A of the Exchange Act and the related SEC rules promulgated thereunder, we are providing our shareholders the opportunity to cast a non-binding advisory vote to approve the 2020 compensation of our named executive officers (“NEOs”) as disclosed in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on the compensation of our NEOs.

As described in the “Compensation Discussion and Analysis” section of these proxy materials, the primary objectives of our executive compensation program are to attract and retain qualified individuals who can help the company achieve its key business objectives and ultimately increase long-term shareholder value. We urge our shareholders to review the Executive Compensation section below and the compensation tables and narrative discussion included therein for more information.

We believe that our executive compensation programs have been effective at promoting the achievement of positive results, appropriately aligning pay and performance, and enabling us to attract and retain very talented executives while at the same time avoiding the encouragement of unnecessary or excessive risk-taking.

For these reasons, the Board recommends a vote in favor of the following resolution:

“RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

As an advisory vote, this proposal is not binding upon us. Notwithstanding the advisory nature of this Proposal requiresvote, the Compensation Committee values the opinions expressed by shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

The affirmative vote of at least 80% of the voting power of our issued and outstanding shares entitled to vote thereon. Any abstentions or brokernon-votes will have the same effect as votes AGAINST this Proposal.

The Board of Directors unanimously recommends that the stockholders vote FOR this Proposal to amend the Certificate of Incorporation and the Bylaws to provide for thephased-in declassification of the Board.

PROPOSAL NO. 4

APPROVAL OF AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION AND BYLAWS

TO ELIMINATE PROVISIONS THAT ARE NO LONGER APPLICABLE

Overview

Currently, the Company’s Certificate of Incorporation and Bylaws contain several provisions related to the “Fortress Stockholders,” which is defined in our Certificate of Incorporation to refer to certain affiliates of Fortress Investment Group LLC, including our former manager. As a result of the Company’s internalization, effective January 1, 2019, and the termination of the Company’s Management Agreement with our former manager, the rights, privileges and protections of the Fortress Stockholders specified in our Certificate of Incorporation and Bylaws are no longer appropriate or applicable.

These provisions:

Proposed Fortress Stockholder Amendments

The proposed amendments to the Certificate of Incorporation and Bylaws to eliminate the provisions related to the Fortress Stockholders (collectively, the “Fortress Stockholder Amendments”) will amend our Certificate of Incorporation and Bylaws to remove the provisions setting forth the rights, privileges and protections of the Fortress Stockholders outlined above by:

This description of the Fortress Stockholder Amendments is only a summary of the amendments to our Certificate of Incorporation and Bylaws and is qualified in its entirety by reference to, and should be read in conjunction with, the full text of relevant provisions of our Certificate of Incorporation and Bylaws, as proposed to be amended, a copy of which is attached to this Proxy Statement asAppendix B.

Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has unanimously approved and declared advisable the Fortress Stockholder Amendments. The Board is submitting the Fortress Stockholder Amendments to the stockholders of the Company for their approval at the Annual Meeting. The full text of the proposed Fortress Stockholder Amendments is set forth inAppendix B to this Proxy Statement.

The rights, privileges and protections of the Fortress Stockholders contained in our current Certificate of Incorporation and Bylaws are no longer appropriate or applicable, as described above. The Board believes these provisions related to the Fortress Stockholders are potentially confusing to stockholders. Since the Board determined to put forth to a stockholder vote the proposed amendments to our Certificate of Incorporation described in Proposal No. 3, the Board believed that this would be an appropriate time to seek stockholder approval of amendments to eliminate provisions that are no longer appropriate or applicable. As a result, the full Board determined that it would be advisable and in the best interests of the Company and its stockholders to remove such provisions from the Certificate of Incorporation and Bylaws as set forth in the Fortress Stockholder Amendments.

If the Fortress Stockholder Amendments are not approved by our stockholders, such amendments will not be implemented, and our Certificate of Incorporation and Bylaws will continue in their current forms, subject to the amendments (if approved by stockholders) to our (i) Certificate of Incorporation and Bylaws required to give effect to Proposal No. 3, “Approval of Amendments to Our Certificate of Incorporation and Bylaws to Provide for the Annual Election of All Directors” and (ii) Bylaws required to give effect to Proposal No. 5, “Approval of Amendment to Our Bylaws to Implement Majority Voting in Uncontested Director Elections.”

Required Vote and Recommendation of the Board of Directors

Approval and adoption of this Proposal requires the affirmative vote of at least 80% of the voting power of our issued and outstanding shares entitled to vote thereon. Any abstentions or brokernon-votes will have the same effect as votes AGAINST this Proposal.

The Board of Directors unanimously recommends that the stockholders vote FOR this Proposal to amend the Certificate of Incorporation and the Bylaws to eliminate provisions that are no longer applicable.

PROPOSAL NO. 5

APPROVAL OF AMENDMENT TO OUR BYLAWS TO IMPLEMENT MAJORITY VOTING IN

UNCONTESTED DIRECTOR ELECTIONS

Overview

Currently, Section 3.2 of the Company’s Bylaws provides that directors are elected by a pluralitymajority of the votes of the shares presentcast by our shareholders in person or represented by proxy and entitled to vote is required to approve this Proposal 3.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE 2020 COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THESE PROXY MATERIALS.

Compensation Discussion and Analysis

Executive Summary

Fiscal 2020 In Review

Following a transformational year for New Senior in 2019 as we internalized our management effective January 1, 2019, fiscal 2020 started out strong. However, beginning in February our business began to face significant challenges with the onset of the COVID-19 pandemic. While the pandemic has severely impacted the entire world, at-risk populations, including seniors in the communities we serve, have been disproportionately impacted by the effects of COVID-19. The health and safety of our residents and our operators’ associates around the country was – and remains – our top priority. The pandemic led federal, state and local governments and public health authorities to impose measures intended to control the spread of COVID-19, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders. As the owner of a portfolio of independent senior living properties, our operators had to implement several measures to ensure the health and safety of residents and employees, including restrictions on move-ins, restrictions on non-essential visitors, restrictions on communal dining and activities, enhanced cleaning protocols and requirements to wear personal protective equipment. As a result of these actions, we had fewer move-ins, resulting in significant occupancy declines, and higher expenses as our operators worked to limit the spread of the virus. While necessary, these actions had a significant impact on our operational and financial performance in 2020, and these actions and the uncertainty caused by the pandemic resulted in increased volatility in our stock price performance throughout the year.

While the pandemic had a significant impact on our business, we saw features unique to our independent living properties that allowed our operators to adjust protocols within our communities and effectively manage the spread of the virus while also reducing expenses in response to lower occupancy levels. As a result, our incidence rate of COVID-19 cases throughout the year remained relatively low versus reported results in the senior housing industry, and our portfolio has experienced lower occupancy and NOI declines than the broader industry. In addition, strategic initiatives completed early in 2020 positioned us well prior to the onset of COVID-19. These actions, together with strong balance sheet management, enabled us to achieve solid AFFO⁽¹⁾ per share results of $0.71, which was at the high end of the original guidance that we provided to investors in February 2020 prior to the onset of COVID-19, and was also at the high end of the guidance that we provided to investors in August 2020 in connection with the release of our second quarter earnings results.

We executed significant initiatives within our capital structure and portfolio, as well as at the corporate level, to mitigate the pandemic’s overall impact on our results:

In summary, despite an extremely challenging year, we were pleased with how our business performed in the face of the global pandemic in 2020. We believe that our portfolio continues to benefit from our independent living model and a more flexible expense structure. We were able to offset occupancy losses at our properties throughout the year with property expense reductions and interest savings. We worked tirelessly with our operators to respond swiftly at the outset of the pandemic, including making difficult decisions early on to restrict access to our properties to protect residents and staff. We believe that these actions, together with financial efficiencies driven by our independent living model, helped us to achieve strong AFFO results for 2020. Our stock price at the close of the year partially recovered to $5.18, which we believe reflects an understanding by investors of our 2020 results and positioning in the market going forward.

The Compensation Committee’s Process & Evaluation

The Compensation Committee met seven times in 2020 (and an additional two times in early 2021) to review the impacts of COVID-19 and consider the appropriate compensation actions to take in light of the circumstances. As discussed in more detail below, the Compensation Committee utilized the following framework in making decisions relating to executive compensation for 2020:

2020 Total Shareholder Return

The graph below compares our average total shareholder return (“TSR”) performance versus the average TSR of directors to be elected. Under a majority voting standardtwo comparable indices: the MSCI U.S. REIT Index and the FTSE Nareit Equity Health Care Index. The graph assumes an investment of $100 in uncontested director elections,our shares in order to be elected, a majorityeach of the votes cast must be in favorindices on December 31, 2018, which corresponds to the timing of the nominee’s election.Internalization. The past performance of our shares is not an indication of future performance.

Proposed Bylaw Amendment

In recent years, many companies2-Year TSR (2019-2020)

After our 2019 TSR of approximately 101.8% ranked us as the best performing public REIT in the two indices noted above, 2020 saw our TSR drop significantly as a result of the impacts of the COVID-19 pandemic. The financial markets experienced significant stress in March 2020 almost immediately following the onset of the effects of COVID-19. The economic shock rapidly lowered market prices of equity and debt securities, and rising uncertainty regarding the economy caused significant volatility. The steep decline in stock price for New Senior, all of the peers in our peer groups, and the senior housing market persisted throughout the year as the market continues to try to understand the longer-term impacts of the pandemic. And while REITs, including those in our senior housing sector, have eliminated plurality voting in uncontested elections and adopted “majority voting” bylaws or standards that provide stockholders with more influencepartially rebounded as the year progressed, uncertainty persists which will only dissipate over the outcomepassage of uncontested director elections. At the 2018 Annual Meeting of Stockholders, our stockholders approved a stockholder proposal requesting that the Board of Directors initiate the process to adopt a majority voting standard in uncontested director elections. After careful consideration of the 2018 stockholder vote and this issue, the Board of Directors decided to further strengthen the Company’s approach to governance and, upon the recommendation of the Nominating and Corporate Governance Committee, unanimously approved, subject to stockholder approval, an amendmenttime when more stability returns to the Company’s Bylawsmarkets. Despite the significant pressures in 2020, our two-year TSR still outperforms both the MSCI U.S. REIT Index and the FTSE Nareit Equity Health Care Index.

We have focused above on two years of total return because 2019 was the year that we internalized, and was therefore the first year that we had employees dedicated to implementproviding services to New Senior and operated as a majority voting standardself-managed company.

Say-on-Pay and Engagement with Shareholders

2019 was our first fiscal year following the Internalization and, as a consequence, was the first year in uncontested elections (the “Majority Voting Amendment”). The Majority Voting Amendment changes the voting standard applicablewhich we had employees who we paid directly. Accordingly, we have not historically disclosed information relating to the electionexecutive compensation for years prior to 2019 for certain executives. In addition, we held our first say-on-pay and frequency of directors in uncontested elections from a plurality of thesay-on-pay votes cast to a majority of the votes cast. In contested elections, directors will continue to be elected by a plurality of the votes cast. The full text of the proposed Majority Voting Amendment is set forth inAppendix C to this Proxy Statement.

The Board of Directors believes that the proposed Majority Voting Amendment providing for majority voting in uncontested director elections is in the best interests of the Company and its stockholders. If this proposal is approved, majority voting in director elections will commence at the 2020 Annual Meeting of Stockholders.Shareholders. We were pleased to have the support of 95.5% of the shares which were voted in favor of our first say-on-pay proposal last year. In addition, in response to the overwhelming expression of shareholder support (97.4%) last year in favor of an annual frequency of say-on-pay votes, our Board determined to hold these votes annually and we are again including a say-on-pay vote in this Proxy Statement.

Compensation Program Summary

Competing successfully in our industry requires dedicated, knowledgeable individuals who are committed to delivering outstanding shareholder returns while effectively building relationships across the industry. The Compensation Committee is committed to continuously reviewing New Senior’s compensation practices so that its program is in line with the market, is responsive to concerns of shareholders and takes into account best compensation practices. New Senior’s 2020 executive compensation program had the following key structural features:

Total Compensation

A substantial majority of each executive’s total compensation is performance-based;

Balance of Metrics

There are balanced metrics across our short-term cash bonus plan and our long-term incentive plan which include financial, operational and TSR goals;

Short and Long-Term Focus

We have established goals which balance and measure value creation over both the short and long-term;

Strong Alignment with Shareholders

We have created strong alignment of management and shareholder interests through practices such as stock ownership guidelines for executives, balanced goals and incentives to drive to shareholder returns; and

Long-Term Equity Design Utilizes Best Practices

75% of the grant-date value of our annual equity awards in 2020 was performance-based, based on our TSR versus an index, with target payouts only being achieved if we outperform versus the index and awards that are reduced if TSR is negative, as described in more detail below:

100% of the performance-based award long-term incentive award is granted based on 3-year relative performance to the FTSE Nareit Equity Health Care Index.		New Senior must outperform the FTSE Nareit Equity Health Care Index by achieving relative performance at the 55th percentile to earn the target award.		New Senior utilizes an absolute TSR modifier whereby awards are reduced if the Company’s absolute TSR is negative.

Introduction

Named Executive Officers

The Compensation Discussion and Analysis that follows provides a description of our compensation program for each of the individuals listed below. We refer to these individuals throughout the Compensation Discussion and Analysis and the tables and narratives that follow as our named executive officers or NEOs. For 2020, our named executive officers were as follows:

Internalization

Until January 1, 2019, Ms. Givens and Mr. Patel were employees of our Former Manager (see “Corporate Governance and Related Matters–Certain Relationships and Related Party Transactions”). Each of these officers was compensated by the Former Manager and did not receive any compensation directly from us. We did not reimburse our Former Manager or any of its affiliates for the compensation of any of these officers and did not make any decisions regarding their compensation. Only Mr. Patel, who served as our Interim Chief Financial Officer, Treasurer, and Chief Accounting Officer throughout 2018, was exclusively dedicated to providing services to New Senior prior to 2019. Accordingly, the Former Manager determined that the entire amount of the compensation that it paid to Mr. Patel in or in respect of 2018 was for services that he performed for New Senior and Mr. Patel’s compensation for 2018 is included in the “Summary Compensation Table” below. Although Ms. Givens devoted a substantial portion of her time to New Senior in 2018, she did not exclusively provide services to us and therefore the Former Manager was not able to segregate and identify any portion of the compensation awarded to her as relating solely to service performed for us. Accordingly, we have not included any information relating to the compensation paid to Ms. Givens by our Former Manager in or in respect of years prior to 2019 in the “Summary Compensation Table” below.

We internalized our management on January 1, 2019 and are no longer externally managed by the Former Manager. In connection with the Internalization, we entered into employment agreements with Ms. Givens and Mr. Patel, with initial terms running through December 31, 2021. These employment agreements document the key elements of our executive compensation program and reflect our pay-for-performance compensation philosophy. We believe that use of employment agreements is critical to ensuring a stable, appropriately incentivized management team as we transition from an externally to internally managed company. These agreements are described in more detail below in the section entitled “—Other Compensation and Benefits—Executive Agreements.”

Governance and Compensation

Executive Compensation Philosophy

We have designed our compensation programs to help us recruit and retain the executive talent required to successfully manage our business, achieve our business objectives and maximize their long-term contributions to our success. We include compensation elements that are designed to align the interests of executives with our goals of enhancing shareholder value and achieving our long-term strategies. We determine total annual compensation by reviewing the median of the competitive market, then position compensation at, above or below the median based on experience, performance, critical skills and the general talent market for each senior executive.

Best Practices that Support our Executive Compensation Philosophy

The Compensation Committee oversees the design and administration of our executive compensation programs and evaluates these programs against competitive practices, legal and regulatory developments and corporate governance trends. The Compensation Committee has incorporated the following best practices into our programs.

What We Do			What We Don’t Do
	Significant Majority of Pay is Performance-Based			Excise Tax Gross-Ups
	Emphasize Long-Term Compensation to Align Pay with Long-Term Performance			Repricing of Stock Options
	Meaningful Stock Ownership Requirements For NEOs			Golden Parachutes
	Robust Clawback Policy That Applies to All Incentive Compensation			Permit Hedging or Pledging of Company Stock
	Double-Trigger Change in Control Vesting of Equity Awards			Dividends or Dividend Equivalents on Unearned  Performance Shares
	Proactive Engagement With Shareholders			Excessive Perquisites or Personal Benefits
	Utilize Independent Compensation Consultant			Accelerated Vesting of Equity Awards or Severance Benefits  Solely Upon a Public Change in Control

Key Participants in the Compensation Process

Role of the Compensation Committee

The Compensation Committee assists the Board of Directors in determining the compensation of our executive officers. It evaluates and recommends to the Board of Directors appropriate policies and decisions relative to executive officer salary, benefits, bonus, incentive compensation, severance, equity-based and other compensation plans.

As described in more detail below, compensation for fiscal year 2020 for each of our NEOs was determined by the Compensation Committee based upon a review of the Company’s performance, including shareholder returns, the individual performance of each NEO, and certain peer group information.

Further, the Compensation Committee evaluates the Company’s compensation programs on an annual basis to ensure that our plans do not induce or encourage excessive risk-taking by participants. Pursuant to its charter, the Compensation Committee may delegate authority to act upon specific matters to a subcommittee.

Role of Management

Our CEO made recommendations to the Compensation Committee regarding executive compensation actions and incentive awards. The General Counsel (who also serves as the Chief Human Resources Officer) serves as the liaison between the Compensation Committee and FPL, providing internal data on an as-needed basis so that FPL can produce comparative analyses for the Compensation Committee. In 2020, the Company’s human resources, finance and legal departments supported the work of the Compensation Committee by providing information, answering questions and responding to various requests of committee members.

Role of the Independent Compensation Consultant

In 2020, the Compensation Committee continued to use the services of FPL in fulfilling its obligations under its charter, the material terms of which are described elsewhere in this Proxy Statement under the heading “Corporate Governance and Related Matters—Compensation Committee.” FPL generally provides the Committee with objective expert analyses, assessments, research, and recommendations for executive compensation programs, incentives, perquisites and compensation standards. FPL was first engaged by the Compensation Committee in 2018 as the Company began preparations for the Internalization and the hiring of a management team.

FPL attended 6 meetings of the Compensation Committee in 2020. Specifically, during 2020 FPL performed the following services:

FPL is paid a fee by the Company for providing its services relating to executive and director compensation and is also reimbursed for reasonable travel and business expenses and any fees related to the purchasing of compensation benchmarking data.

FPL performs no services for management unless requested by or on behalf of the Chair of the Compensation Committee. The Compensation Committee selected FPL to serve as its Independent Compensation consultant only after assessing the firm’s independence. As part of its independence review, the Compensation Committee reviewed the Company’s relationship with FPL and determined that no conflicts of interest existed. The Compensation Committee has the sole authority to retain and terminate its consultants, including FPL.

External Benchmarking

The Compensation Committee considers competitive market compensation data, in addition to other factors, in determining policies and programs that address executive compensation, benefits and perquisites. Traditionally, companies compare their compensation practices and performance against the performance of a single group of companies whose business model and industry are relatively similar to those of the company. Because New Senior is one of the smaller REITs by market capitalization, the Committee, at FPL’s recommendation, determined that it would be appropriate to utilize two peer groups—one for size and one for the healthcare REIT industry—in designing and administering the Company’s executive compensation program. This two peer group approach allows for New Senior to see how its compensation compares to REITs of a similar size, as well other healthcare REITs, all of which can be helpful in guiding magnitude decisions, structure and design decisions.

Therefore, for 2020 pay decisions for the NEOs, the Compensation Committee selected and reviewed compensation levels and elements at companies in the following two peer groups (the “Peer Groups”), all of which are comprised of public real estate companies:

QTS Realty Trust, Inc. and Rexford Industrial Realty, Inc., were both removed from the Size Peer Group in 2020 due to their significantly larger size than New Senior, and were replaced by Community Healthcare Trust Incorporated and Global Medical REIT Inc. Community Healthcare Trust Incorporated was already part of the Healthcare Peer Group. There were no changes made to the Healthcare Peer Group in 2020. The Peer Group compensation analysis prepared by FPL was utilized by our Compensation Committee as part of the process of reviewing and making decisions regarding our NEO compensation for 2020. The Compensation Committee annually reviews and evaluates these Peer Groups to ensure that they remain appropriate.

Elements of Compensation

NEO Compensation Elements at a Glance

The compensation of our executive officers, including our NEOs, is reviewed in detail by the Compensation Committee during the first quarter of every year. NEO direct compensation for 2020 consisted of a base salary, an AIP award and LTI awards, each of which is detailed below: