Sabra 2024 Proxy Statement

Director Skills and Board Diversity Matrix

(as of April 26, 2024)

Leadership experience

CEO / Business Head

✓

✓

✓

✓

✓

Senior Management

✓

✓

✓

✓

✓

✓

✓

✓

Industry experience

REIT / Real Estate

✓

✓

✓

Healthcare

✓

✓

✓

✓

✓

✓

✓

Portfolio and Operations Management

✓

✓

✓

✓

✓

✓

✓

Finance experience

Financial Literacy / Accounting

✓

✓

✓

✓

✓

✓

✓

✓

Financial / Capital Markets

✓

✓

✓

✓

✓

✓

Investment Expertise

✓

✓

✓

✓

✓

✓

Public company experience

Executive

✓

✓

✓

✓

Board / Committee

✓

✓

✓

✓

✓

Other experience

Risk Oversight / Management

✓

✓

✓

✓

✓

✓

✓

✓

Legal / Regulatory

✓

✓

✓

Professional Accreditation / Education

✓

✓

✓

✓

✓

✓

Information Security

✓

✓

✓

Tenure and Independence

Tenure (years)

13

13

3

13

5

3

6

3

Independence

✓

✓

✓

✓

✓

✓

✓

Demographics

Age

70

56

57

70

67

48

63

57

Gender Identity

M

M

F

M

F

F

M

M

African American or Black

✓

Alaskan Native or Native American

Asian

✓

Hispanic or Latinx

Native Hawaiian or Pacific Islander

White

✓

✓

✓

✓

✓

Two or More Races or Ethnicities

LGBTQ+

Did Not Disclose Demographic Background

✓(1)

In addition to the diversity of experiences illustrated above, our Board of Directors also represents a mix of tenures and ages and is highly independent, as illustrated below:

 

INDEPENDENCE		AGE		DIRECTOR TENURE

Board Diversity Matrix (as of the date of this Proxy Statement)
		Female						Male
Total Number of Directors					8
Gender Identity:
Directors		3						5
Demographic Background:
African American or Black		0						1
Asian (other than South Asian)		1						0
White		2						4

		Richard K. Matros.Matros Director since: 2010 Committees: None Other public company boards: None Mr. Matros, 68,70, has served as Sabra’s President and Chief Executive Officer and as a director since May 2010, and he has served as Chair of the Board since November 2010. He was Chairman of the board of directors and Chief Executive Officer of the predecessor Sun Healthcare Group, Inc. (“Old Sun”) from 2001 until our 2010 separation from Old Sun (the “Separation”). Mr. Matros founded and served as Chief Executive Officer and President of Bright Now! Dental from 1998 to 2000 and as a director from
1998 until its sale in December 2010. From 1998 until the sale of its operations in 2006, Mr. Matros was also a member of, and served on the management committee of, CareMeridian, LLC, (“CareMeridian”), a healthcare company that specialized in offering subacute and skilled nursing for patients suffering from traumatic brain injury, spinal cord injury and other catastrophic injuries. Previously, from 1994 to 1997, he served Regency Health Services, Inc., a publicly held long-term care operator, holding the positions of Chief Executive Officer, President, director and Chief Operating Officer. Prior to that time, from 1988 to 1994, he served Care Enterprises, Inc., holding the positions of Chief Executive Officer, President, Chief Operating Officer, director and Executive Vice President—Operations. Mr. Matros currently serves on the non-profit boards of Girls Inc. of Orange County, IsraAID and the AmericanArtist 4 Israel Public Affairs Committee and is the Executive Producer of Sabra Films, LLC.

Director Qualifications:

Leadership experience—current and former chief executive officer;

Finance experience—experience in financing operations, including by accessing capital markets, as an executive of publicly held companies;

Industry experience—chief executive officer of Sabra since the Separation and executive of long-term care companies for over 25 years and experience in long-term care companies for 35 years; and

Public company experience—current and former chief executive officer of publicly held companies.

Executive Officers of the Company

The following sets forth biographical information regarding our executive officers, other than Mr. Matros, whose biographical information is set forth above.

Sabra 2024 Proxy Statement

CORPORATE GOVERNANCE

We are committed to effective corporate governance that promotes the long-term interests of our stockholders and strengthens Board and management accountability.

Governance Highlights

Corporate Governance Guidelines

The Board of Directors has adopted Corporate Governance Guidelines, which provide the framework for the governance of our companythe Company and represent the Board’s current views with respect to selected corporate governance issues considered to be of significance to our stockholders. The Corporate Governance Guidelines direct our Board’s actions with respect to, among other things, Board composition and director qualifications, selection of the Chair of the Board and the Lead Independent Director, composition of the Board’s standing committees, stockholder communications with the Board, succession planning and the Board’s annual performance evaluation.

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Sabra 2024 Proxy Statement

Our Corporate Governance Guidelines underscore our focus on diversity, by explicitly stating that the Board of Directors and the NominatingCorporate Responsibility and Governance Committee are committed to actively seeking qualified women and individuals from minority groups to include in the pool from which new Board members or director nominees are selected.

Sabra 2024 Proxy Statement

of independent judgment in carrying out his or her responsibilities as a director and that each such director is an independent director under the Nasdaq rules. Our Board of Directors also previously determined that each of Messrs. Geary, Lewis and Walters were independent directors during the periods of their respective service on our Board of Directors (until January 2022, February 2022 and July 2021, respectively). Mr. Matros does not qualify as an independent director because he is employed as our President and Chief Executive Officer.

Proxy Access

Our Board of Directors has implemented a proxy access provision in our Bylaws, which permits a stockholder, or group of up to 20 stockholders, owning 3% or more of our outstanding common stock continuously for at least three years, to nominate and require us to include in our proxy materials for an annual meeting of stockholders director candidates constituting up to 25% of the Board of Directors (rounded down to the nearest whole number, but not less than two), provided that the stockholder(s) and the nominee(s) satisfy the eligibility and procedural requirements described in our Bylaws. For more information on using proxy access to nominate directors, see “Stockholder Proposals and Director Nominations for 20232025 Annual Meeting of Stockholders.”

Audit Committee

The Board of Directors has determined that each member of the Audit Committee is an “independent director” under the Nasdaq rules. In addition, each member of the Audit Committee is also “independent” under Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and satisfies the additional financial literacy requirements of the Nasdaq rules. The Board has designated two members of the Audit Committee, Mr. Foster and Ms. Kono, as “audit committee financial experts” as defined by SEC rules. The Board based its determination on the qualifications and business experience of each of Mr. Foster and Ms. Kono described above under “Board of Directors and Executive Officers—Directors of the Company.”

The Audit Committee is responsible for overseeing Sabra’s accounting and financial reporting processes and the audit of Sabra’s financial statements, including the integrity of Sabra’s financial statements, the qualifications and independence of Sabra’s independent registered public accounting firm and the performance of Sabra’s independent registered public accounting firm and internal auditors. Among other things, the Audit Committee is responsible for the appointment, compensation and retention of Sabra’s independent registered public accounting firm; pre-approval of all audit and non-audit services to be performed by the independent registered public accounting firm; review of Sabra’s internal controls and disclosure controls and procedures; oversight of Sabra’s internal audit function; oversight of Sabra’s legal and regulatory compliance and risk assessment and risk management policies; review of Sabra’s risk exposure in the areas of information and cyber security; and review and approval of any related party transactions. The Audit Committee is also responsible for preparing the Audit Committee Report included in this Proxy Statement. In performing its responsibilities, the Audit Committee meets regularly with management, Sabra’s independent registered public accounting firm and Sabra’s internal auditors.

Sabra 2024 Proxy Statement

The Compensation Committee is solely responsible for making the final decisions on compensation for Sabra’s executive officers. However, the Compensation Committee takes into account recommendations of Sabra’s Chief Executive Officer in determining the compensation (including stock awards) of executive officers other than the Chief Executive Officer. Otherwise, Sabra’s officers do not have any role in determining the form or amount of compensation paid to the executive officers of Sabra. In addition, the Compensation Committee retains the power to appoint and delegate matters to a subcommittee comprised of at least one member of the Compensation Committee, except that the Compensation Committee may not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Compensation Committee as a whole. The Compensation Committee does not currently intend to delegate any of its responsibilities to a subcommittee.

Pursuant to its charter, the Compensation Committee is authorized to retain compensation consultants to assist in the evaluation of compensation to Sabra’s executive officers. As further described under “Executive Compensation—Compensation Discussion and Analysis” below, since our becoming a separate publicly traded company, the Compensation Committee has retained Frederic W. Cook & Company, Inc. (“FW Cook”) as its independent compensation consultant to assist the Compensation Committee with the design and structure of our executive compensation program and the amounts payable thereunder. The Compensation Committee is directly responsible for the appointment, compensation and oversight of FW Cook’s work, and does not believe FW Cook’s work has raised any conflicts of interest. FW Cook reports only to the Compensation Committee and does not perform services for us, except for executive compensation-related services on behalf of, and as instructed by, the Compensation Committee. All compensation decisions were made solely by our Compensation Committee.

NominatingCorporate Responsibility and Governance Committee

The Board of Directors has determined that each member of the NominatingCorporate Responsibility and Governance Committee is an “independent director” under the Nasdaq rules.

As further described below under “—Director Nomination Process,” the NominatingCorporate Responsibility and Governance Committee assists our Board of Directors in identifying individuals qualified to become Board members and selecting the director nominees for each annual meeting of stockholders. The NominatingCorporate Responsibility and Governance Committee also makes recommendations to the Board of Directors concerning the structure and operations of the Board and its committees and is responsible for overseeing the Corporate Governance Guidelines, for developing

Sabra 2024 Proxy Statement

during 2021. 2023.In addition, the independent directors meet regularly in executive session without the presence of management. Mr. Foster, who has been designated by the independent directors as Lead Independent Director, chairs these executive sessions of the independent directors.

Our Board of Directors encourages each director to attend the annual meeting of stockholders. All of our directors attended the virtual-only 20212023 annual meeting of stockholders via live audio webcast.in person or by remote communication.

Board Leadership Structure

Our Corporate Governance Guidelines provide that the Board is free to make its choice for Chair and Chief Executive Officer in any way that the Board of Directors considers best for Sabra at a given point in time. Accordingly, the Chair and Chief Executive Officer positions may be filled by one individual or by two different individuals. The Board believes that the most effectiveappropriate leadership structure for Sabra at this time is for Mr. Matros to serve as both our Chair and Chief Executive Officer, in concert with an independent director serving as our Lead Independent Director.

Our Board of Directors believes that Mr. Matros, our Chief Executive Officer, is best suited to serve as our Chair because he is the director most familiar with Sabra’s business and industry and most capable of identifying strategic priorities. In the Board’s view, combining the roles of Chair and Chief Executive Officer facilitates the flow of information between management and the Board, and helps assure that the strategies adopted by the Board will be best positioned for execution by management. While the Chair leads the Board in overseeing the management and direction of the Company, any specific actions taken in connection with this oversight responsibility are exercised by the full Board or any Board committee to which authority has been delegated by the Board, and not by any individual director.

To promote the independence of the Board and appropriate oversight of management and to demonstrate our commitment to strong corporate governance, the independent directors designate annually an independent, non-employee director to serve as our Lead Independent Director. As noted above, the independent directors have currently designated Mr. Foster to serve as our Lead Independent Director. The Lead Independent Director helps to facilitate free and open discussion and communication among the independent directors of the Board.Board and between the Board and management. The duties of the Lead Independent Director include chairing all meetings of the independent directors when they meet in executive session and chairing all meetings of the full Board in the absence of the Chair; representing the Board in meetings with third parties, as appropriate; and working with the Chair to finalize meeting agendas, meeting schedules and other information provided to the Board. The Lead Independent Director also sets the agenda for the meetings held in executive session and discusses issues that arise from these meetings with the Chief Executive Officer. The non-employee members of the Board meet in executive session during each regularly scheduled Board meeting and during special meetings of the Board, as appropriate.

Risk Oversight

One of the principal functions of our Board of Directors is to provide oversight concerning the assessment and management of risk related to our business. The Board of Directors is involved in risk oversight through approval authority with respect to fundamental financial and business strategies and major corporate activities, including material acquisitions and financings, as well as through its oversight of management and the committees of the Board of Directors. As part of overseeing our

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Sabra 2024 Proxy Statement

corporate strategy and our enterprise risk management program, our Board of Directors also monitors our environmental practices, sustainability,

Sabra 2024 Proxy Statement

All members of our Board of Directors are invited to attend our regularly scheduled committee meetings, and most directors do so attend. Our Chief Executive Officer, Chief Financial Officer and outside legal counsel also regularly attend meetings of our standing committees when they are not in executive session, and often report on matters that may not be otherwise addressed at these meetings. In addition, our directors are encouraged to communicate directly with members of management regarding matters of interest, including matters related to risk, at times when meetings are not being held.

In 2021, our Board of Directors met ten times. Our Board of Directors believes that the processes it has established to administer the Board’s risk oversight function would be effective under a variety of leadership frameworks and therefore do not have a material effect on Sabra’s leadership structure described under “—Board Leadership Structure” above.

Compensation Risk Assessment

Consistent with the Compensation Committee’s responsibilities described above, the Compensation Committee takes risk into consideration when reviewing and approving executive compensation, including when it approved our executive compensation program. The Compensation Committee has concluded that the current executive compensation program does not encourage inappropriate or excessive risk-taking. In making its determination, the Compensation Committee noted that each Named Executive Officer’s direct compensation under our executive compensation program consists primarily of a fixed base salary, an annual incentive bonus opportunity and long-term equity incentive awards. Long-term incentive awards granted under our long-term equity award program are generally subject to a multi-year vesting schedule, a deferral feature for Named Executive Officers and performance conditions that are not solely dependent on stock price.

Sabra 2024 Proxy Statement

In considering whether to nominate a potential director candidate for election to the Board of Directors, the NominatingCorporate Responsibility and Governance Committee considers whether the director candidate would meet the definition of independence required by the Nasdaq rules and applicable rules and regulations of the SEC. As set forth in Sabra’s Corporate Governance Guidelines, the NominatingCorporate Responsibility and Governance Committee also seeks to elect directors who: (i) are of high character and integrity; (ii) are accomplished in their respective fields; (iii) have relevant expertise and experience, and are able to offer advice and guidance to management based on that expertise and experience; (iv) have sufficient time available to devote to Sabra’s affairs, including whether the director candidate would satisfy Sabra’s overboarding policy on director time commitments as set forth in its Corporate Governance Guidelines; (v) will represent the long-term interests of Sabra’s stockholders as a whole; (vi) are not age 80 or older at the time of election; and (vii) will collectively represent a diversity of backgrounds and experiences, including diversity with respect to gender, age and ethnicity. Our Board of Directors and the NominatingCorporate Responsibility and Governance Committee are committed to actively seeking qualified women and individuals from minority groups to include in the pool from which new Board members or director nominees are selected. The Board of Directors and the NominatingCorporate Responsibility and Governance Committee evaluate each individual in the context of the Board as a whole, with the objective of building a Board that is effective, collegial and can best represent the interests of Sabra and its stockholders, using its diversity of backgrounds and experiences. On an annual basis, as part of the performance evaluation of the Board of Directors, the NominatingCorporate Responsibility and Governance Committee seeks feedback from members of the Board of Directors concerning whether the overall mix and diversity of Board members is appropriate for our company.the Company.

Stockholder Recommendations

As described above, the NominatingCorporate Responsibility and Governance Committee will consider director candidates recommended by stockholders. Properly communicated stockholder recommendations will be considered in the same manner as recommendations received from other sources. To be properly communicated, stockholders desiring to recommend candidates for nomination or election to the Board of Directors should submit their recommendations in writing to the attention of theSabra’s Secretary, Sabra Health Care REIT, Inc., 18500 Von Karman Avenue, Suite 550, Irvine,1781 Flight Way, Tustin, California 92612,92782, together with the following information: (i) all information about the stockholder and the candidate that would be required pursuant to Article II, Section 11 of our Bylaws if the stockholder was nominating the candidate for election to the Board of Directors, (ii) a statement of the proposed director candidate’s qualifications, taking into account the principles used by the NominatingCorporate Responsibility and Governance Committee in evaluating possible candidates as described above, (iii) a statement detailing any relationship between the proposed director candidate and any tenant or competitor of Sabra, and (iv) detailed information

Sabra 2024 Proxy Statement

Management Succession Planning

Pursuant to our Corporate Governance Guidelines and the charter of the NominatingCorporate Responsibility and Governance Committee, the NominatingCorporate Responsibility and Governance Committee is responsible for reviewing the company’sCompany’s succession plan for the Chief Executive Officer and senior management. In performing these functions, the Chief Executive Officer annually reports to the NominatingCorporate Responsibility and Governance Committee about developments of senior management personnel and succession plans. All members of our Board of Directors are invited to attend our regularly scheduled Corporate Responsibility and Governance Committee meetings, and most directors do so attend and have the opportunity to review and discuss the succession plans.

Annual Board Evaluations

Pursuant to our Corporate Governance Guidelines and the charter of the NominatingCorporate Responsibility and Governance Committee, the NominatingCorporate Responsibility and Governance Committee oversees an annual evaluation of the performance of the Board and each committee of the Board. The evaluation process is facilitated by outside legal counsel and is designed to assess the overall effectiveness of the Board and its committees and to identify opportunities for improving Board and Board committee operations and procedures. The annual evaluations are generally conducted in the first quarter of each calendar year and the results of the annual evaluation are reviewed and discussed by the Board.

Policy on Hedging and Pledging of Sabra Shares

Sabra recognizes that hedging against losses in Sabra securities may disturb the alignment between stockholders and executives that Sabra’s Stock Ownership Policy (as described in the “Executive Compensation—Compensation Discussion and Analysis” below) and equity awards are intended to facilitate. Accordingly, our Board has incorporated prohibitions on various hedging activities within Sabra’s Insider Trading Policy, which applies to all directors, executive officers and employees. The policy prohibits short sales of Sabrashares of common stock and trading in “puts” and “calls” or other derivative securities that relate to Sabra common stock. The policy also prohibits hedging or monetization transactions (such as prepaid variable forwards, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of Sabra securities.

In addition, because a margin call or foreclosure sale may occur at a time when a director, executive officer or employee is aware of material non-public information concerning Sabra, directors, executive officers and employees are prohibited from holding Sabra securities in a margin account or pledging Sabra securities as collateral for a loan. Accordingly, none of our directors or executive officers have pledged any shares of Sabra common stock.

Code of Conduct and Ethics

We have adopted a Code of Conduct and Ethics that applies to all of our directors, officers and employees. Our Code of Conduct and Ethics can be found in the Investors—Governance section of our

Sabra 2024 Proxy Statement

Stockholder Communications with the Board

Stockholders may send written communications to the Board of Directors or to specified individuals on the Board, c/o Sabra’s Secretary at 18500 Von Karman Avenue, Suite 550, Irvine,1781 Flight Way, Tustin, California 92612.92782. All mail received will be opened and communications from verified stockholders that relate to matters that are within the scope of the responsibilities of the Board of Directors, other than solicitations, junk mail and frivolous or inappropriate communications, will be forwarded to the Chair of the Board of Directors or any specified individual director, as applicable. If the correspondence is addressed to the Board of Directors, the Chair will distribute it to the other Board members if he determines it is appropriate for the full Board to review. In addition, if requested by stockholders, when appropriate, the Lead Independent Director or other directors will also be available for direct communication with stockholders.

Sabra 2024 Proxy Statement

“We remain focused on the fundamentals —fortifying our balance sheet, refining our portfolio and supporting our tenants and operators.” Michael L. Costa Chief Financial Officer, Secretary and Executive Vice President

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE INITIATIVES

Purpose of Environmental, Social and GovernanceSustainability Initiatives

At Sabra, we take a care-driven approach to our business. We invest in assets where the future of healthcare is being delivered and where leading operators are skillfully and compassionately caring for the residents and tenants. We believe preserving, enhancing, and repositioning healthcare assets is not only good business but good for the environment by reducing unnecessary demolitions and new construction. We work actively with our operators and tenants to encourage and support best practices in sustainability, energy efficiency, health, safetywellness and wellness.safety. We believe that these initiatives not only benefit our commitmentstakeholders but also contribute to corporate responsibility createslong-term stockholder value creation. Sustainability starts at the highest level of the organization and promotes the long-term interests of our stakeholders—our investors, tenants, team members and the communities in which we operate. We further believe that environmentally and socially responsible operating practices go hand in hand with generating value for our stockholders, being good partners with our operators, providing efficiency and comfort for our tenants’ and operators’ patients, being good neighbors within our communities, and being a good employer to our employees. Corporate responsibility is governed from the most senior levels down to every one of our team members becausespread throughout as we believe that achieving operational excellence is intrinsically tied to howgoes hand-in-hand with a responsibly we run our business.

As part of overseeing our corporate strategy and our enterprise risk management program, our Board of Directors monitors our environmental and social practices as an entire Board and withinBoard. Additionally, specific committees. Internally,committees oversee certain programs related to our sustainability working group, consisting ofefforts. We have a dedicated internal resources and external advisors, addresses environmental, social, and governance (“ESG”) factors that are material to our business. ESG risks and opportunities relevant for our company are evaluated based on the views held by our stockholders, leading ESG frameworks, and ESG rating agencies. We utilized aspects of the Sustainability Accounting Standard Board (“SASB”), the Global Real Estate Sustainability Benchmark (“GRESB”), and the Task Force on Climate-related Financial Disclosures (“TCFD”) to disclose our practices. This working group has historically reported to the Board of Directors on a quarterly basis and prospectively will be reporting to the NominatingCorporate Responsibility and Governance Committee which oversees our sustainability program as a whole, including our climate-related disclosures and practices. Our Compensation Committee is responsible for overseeing human capital management matters, which include policies, programs and initiatives focusing on the Company’s culture, talent development, employee retention, diversity, equity and inclusion and employee health, wellness and safety. We have a quarterly basis.

We are committedformalized management-level Sustainability Steering Committee. This cross-functional working group of individuals in environmental, health and safety, facilities, investor relations, finance, legal, human resources and other functions, allows us to disclosing information regardinggather data and insights for focus areas that impact our environmental stewardship, social commitments, and governance initiatives. corporate governance. The Sustainability Steering Committee reports to the Corporate Responsibility and Governance Committee at least three times per year. Dedicated subgroups within the Sustainability Steering Committee have specific areas of emphasis and each in turn contributes by overseeing key performance indicators surrounding the Company’s sustainability practices.

In 2021,2023, we published our inauguralthird annual sustainability report, and we are in the process of producing our secondfourth annual report. We utilize aspects of the Sustainability Accounting Standard Board, the Global Real Estate Sustainability Benchmark, and the Task Force on Climate-related Financial Disclosures to report on our practices. Our reports and other disclosures can be found on the “Investors”Investors—Governance section of our website at www.sabrahealth.com.

Human Capital Management and Engagement

We recognize that attracting and retaining talent at all levels is vital to our continuing success. We aim to attract professionals who will uphold our values of social and environmental stewardship.values. We ensure our team membersteammates receive competitive salariescompensation and conduct pay analyses to review our pay equity. We include equity awards in the compensation design for all team members, and promote a sustainable work-life balance. We also invest in our team membersteammates through high-quality benefits and meaningful health and wellness initiatives. In response to COVID-19, we established and continue to provide responsive benefits including the accommodation of flexible work-from-home arrangements, extended hardship benefits and assistance for dependent care costs to support the health and well-being of our team members and their families.

Employee development and growth is fundamental to our approach to human capital management. Our performance management initiative helps us proactively plan forWe actively work on our team members’ evolving rolesteammates’ career development efforts and address the current and future needs of our business. This initiative employs 360-degree assessments and focusesfocus on aligning our talent strategy with our business strategy and identifies skills that may be required to meet our future business needs.

We believe that whenstrategy. When we create a workplace where our team membersteammates are engaged, committed and empowered for the long-term, we are better positioned to create value for our company,the Company, as well as for our stockholders. We promote employee engagement through subject-driven focusfocused surveys addressing topics such as

Sabra 2024 Proxy Statement

Diversity, Equity & Inclusion

We believe that a diverse workforce is essential to our continued success, and we strive to maintain a fair, healthy and safe workplace, while creating a work environment that promotes diversity, equalityequity and inclusion (DE&I) for our team members.teammates. Our current DE&Idiversity, equity and inclusion strategy is focused on our recruitment and training. We are proactively seeking out partnerships to attract new candidates, and are in the processwe engaged third-party consultants to conduct inclusivity and bias training for our Board of implementing new training programs. Our workforce reflects diverse gender, race, ethnicity, ageDirectors, management and cultural backgrounds.employees. As of December 31, 2021,2023, women comprised 57%54% of our workforce and 61%67% of our management level/leadership roles. As of December 31, 2021, 26%2023, 31% of our team membersteammates self-identified as members of one or more racial and ethnic minorities. We believe our diversity is higher than this reported percentage as another 26% of our team members chose not to self-identify.

As underscored by our Corporate Governance Guidelines, our Board of Directors and the NominatingCorporate Responsibility and Governance Committee are committed to proactively consider a diverse collection of backgrounds and relevant experiences in our director candidates to best ensure the continued success of our business and represent our stockholder interests. As a part of this commitment, our Board of Directors and the Nominating and Governance Committeethey actively seek qualified women and individuals from underrepresented groups as director nominees. Since March 2019, we have appointed four new directors with a diverse range of skills, expertise and backgrounds, all of whom are diverse by gender or race and/or ethnicity. The current board composition is 37.5%38% diverse by gender and 25% by race and/or ethnicity.

Community Service

The mission to advance the quality of care lies at the core of Sabra’s business strategy. We believe that serving the communities in which we operate not only promotes our business success, but also further engages our team members and other stakeholders in our corporate mission. We support volunteerism, organizing opportunities for our team members as a group to volunteer within the community. In 2021, we donated funds to organizations including HMG Cares and United in Care, and we sponsored two scholarship funds advancing efforts in gerontology and DE&I of healthcare leaders. In addition, our employees donate to our tenants’ employees, patients and residents every holiday season. Through both volunteerism and philanthropic efforts, Sabra is dedicated to contributing to the communities in which we operate.

Environmental Stewardship

As a socially and environmentally responsible company, weWe believe in implementing measures that support healthy, sustainable and energy efficient spaces. We also appreciate that the reduction of our environmental footprint is beneficial to our stakeholders and to the world at large. As the substantial majority of Sabra’s properties are leased under long-term, triple-net operating leases, the implementation of environmental measures at these properties are managed by our operators. Within each of our target markets, we regularlyWe actively engage in and discuss sustainable practices with our operators. We require our operator teams and encourage them to practice responsible property management that emphasizes health, safety, energy and water conservation. To enhance these efforts,In late 2022, we have partnered with a third-party consultantestablished our Green Links program to identifybenefit and evaluatesupport our triple-net tenants including, where appropriate, financing environmentally beneficial improvements. In 2023, we approved the first Green Links lighting retrofitting projects at three of our triple-net skilled nursing facilities. We continue to seek potential opportunities for more sustainableour Green Links program as well as build out a robust assessment of our Scope 1 and efficient practices across our business activities.Scope 2 greenhouse gas emissions.

Sabra 2024 Proxy Statement

“Our ESG principles are intrinsically tied to our objective to drive shareholder value. We are focused on how effectively we can integrate them into our business strategy in ways that are self-sustanining and accretive.” Richard K. Matros Chief Executive Officer, President and Chair of the Board

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Sabra 2024 Proxy Statement

DIRECTOR COMPENSATION

Director Compensation—20212023

The following table provides information on the compensation of the members of our Board of Directors who are not also our employees (“Non-Employee Directors”) for the year ended December 31, 2021.2023. The compensation paid to Mr. Matros, who is also one of our employees, is presented in the Summary Compensation Table and the related tables included below under “Executive Compensation.” Mr. Matros is not entitled to receive additional compensation for his service as a director.

Sabra 2024 Proxy Statement

Directors’ Compensation Policy

Under our Directors’ Compensation Policy, each Non-Employee Director is entitled to receive the following as cash compensation: (1) an annual retainer of $75,000,$80,000, payable in four equal quarterly installments, and (2) $1,000$1,500 for each committee (but not Board of Directors) meeting attended, with the meeting fee reduced to $500$750 for telephonic meetings lasting less than 30 minutes or for in-person meetings which the director attends other than in person. Any Non-Employee Director serving as Chair of the Board or as the Lead Independent Director and each Chairperson of a committee of the Board of Directors is entitled to receive an additional annual retainer, payable in four equal quarterly installments, as follows: $30,000 for Chair orthe Lead Independent Director, $25,000 for Audit Committee Chair, $15,000 for Compensation Committee Chair, and $10,000$15,000 for NominatingCorporate Responsibility and Governance Committee Chair. The annual retainer and any additional retainers are each pro-rated for partial years of service.

The Non-Employee Directors have the right to elect to receive their annual retainers and any additional annual retainers in the form of stock units in lieu of cash, which units would be issued as of the last day of the quarter in which the retainers relate and would be valued as of the award date. Under our current Directors’ Compensation Policy, each of the Non-Employee Directors is entitled to receive an annual award of restricted stock units valued at $115,000$135,000 on the date of the award. Each Non-Employee Director’s annual award of restricted stock units vests monthly over a period of one year (and will in all events become vested in connection with the annual meeting of stockholders occurring in the year following the date of grant), is not distributable as shares of our common stock until the earlier of the fifth anniversary of the grant date, a change in control or the Non-Employee Director’s separation from service from the Board of Directors, and any unvested restricted stock units shall accelerate and vest in full on the occurrence of a change in control or the Non-Employee Director’s death or disability. All stock units are entitled to receive dividend equivalent payments, which are either paid in cash on a current basis (if the underlying units have vested)or reinvested into additional stock units. Each Non-Employee Director’s annual award of restricted stock units is pro-rated for partial years of service.

Each of our Non-Employee Directors is reimbursed for out-of-pocket expenses for attendance at Board of Directors and committee meetings.

Stock Ownership Policy Applicable to Non-Employee Directors

Our Board of Directors has adopted a Stock Ownership Policy that requires each Non-Employee Director to own shares of our common stock equal in value to five times the annual Board cash retainer. Shares of our common stock subject to stock unit awards that have vested but the payment of which has been deferred count toward satisfaction of the required ownership level, but shares subject to stock options or unvested stock unit awards are not considered owned by the Non-Employee Director for purposes of this policy. The Non-Employee Directors are required to be in compliance with the required ownership level within five years from the date such person is first appointed or elected as a Non-Employee Director and are required to retain 50% of the net after-tax shares received in respect of equity awards until they are in compliance. Each of the Non-Employee Directors is currently in compliance with the required ownership levels or is within the five-year transition period for new directors.

Sabra 2024 Proxy Statement

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

Our “Named Executive Officers” for 20212023 are: Richard K. Matros, our Chief Executive Officer, President and Chair of the Board; Harold W. Andrews, Jr.,Michael L. Costa, our former Chief Financial Officer, Secretary and Executive Vice President; and Talya Nevo-Hacohen, our Chief Investment Officer, Treasurer and Executive Vice President; and Michael Costa, our former Executive Vice President, Finance and Chief Accounting Officer and current Chief Financial Officer, Secretary and Executive Vice President. As previously announced, Mr. Andrews retired effective December 31, 2021, and currently remains in a consulting role for Sabra to ensure his many years of expertise provide ongoing continuity for the finance function. Mr. Costa was appointed as our new Chief Financial Officer and Secretary effective January 1, 2022.

In 2021,2023, under the direction of our Board, our Named Executive Officers remained focused on managing the continuing impacts ofareas where we could create value for our stockholders, including identifying and prudently executing strategies to further enhance the COVID-19 pandemic on our business, while at the same time remaining focused on maintaining the strengthquality of our portfolio and strengthen our balance sheet so that we remain poised for future growth.sheet.

Key highlights from 20212023 include:

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As of December 31, 2021, we had approximately $1.1 billion of liquidity, which includes the full $1.0 billion of availability under our revolving line of credit, and we have no material debt maturities until 2024.Sabra 2024 Proxy Statement