Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 10, 2019, the Board of Directors (the “Board”) of Capital Senior Living Corporation (the “Company”) appointed Brandon M. Ribar as the Company’s Executive Vice President and Chief Operating Officer.
Mr. Ribar, age 39, has served as an executive healthcare consultant primarily focused on improving existing operations and expanding continuing care retirement communities for multiple investment platforms and operators since January 2018. Prior to such time, Mr. Ribar served as the Senior Vice President, Operations of Golden Living, a post-acute healthcare provider (“Golden Living”), from January 2014 to January 2018. Prior to serving in such capacity, Mr. Ribar was Golden Living’s Senior Vice President, Operational Finance and Strategy from April 2011 to December 2013, and he served as Golden Living’s Senior Vice President, Corporate Strategy and Business Development from October 2009 to April 2011. Prior to joining Golden Living, Mr. Ribar served as Vice President of Healthcare Investments of Fillmore Capital Partners, a real estate private equity firm (“Fillmore”), from April 2007 to October 2009, and he joined Fillmore as an investment associate in August 2004. Mr. Ribar began his career as a senior associate at Deloitte & Touche LLP.
In connection with Mr. Ribar’s appointment as the Company’s Executive Vice President and Chief Operating Officer, Mr. Ribar and the Company entered into an employment agreement, dated as of September 10, 2019 (the “Employment Agreement”). The term of the Employment Agreement is for a one year period commencing September 10, 2019 and ending September 9, 2020, subject to extension by the mutual written consent of the Company and Mr. Ribar. Under the Employment Agreement, Mr. Ribar’s annual base salary will be no less than $400,000, and Mr. Ribar will be eligible to receive a performance bonus as determined by the Compensation Committee of the Board (the “Compensation Committee”). Mr. Ribar will also be eligible to participate in all health, retirement, insurance, sick leave, disability, expense reimbursement and other benefit programs, if any, which the Company makes available to its senior executives.
Pursuant to the Employment Agreement, as an inducement to Mr. Ribar’s employment with the Company as its Executive Vice President and Chief Operating Officer, on September 10, 2019 Mr. Ribar was granted the following inducement awards: (i) 45,000 shares of performance-based restricted stock (the “Performance Shares”), which are scheduled to vest subject to the satisfaction of certain targeted performance conditions related to the trading price of the Company’s common stock (with an additional 67,000 shares issuable upon the achievement of certain maximum performance conditions related to the trading price of the Company’s common stock), and (ii) 25,000 shares of time-based restricted stock (the “Restricted Shares”), which are scheduled to vest in three installments of 33%, 33% and 34% on the first, second and third anniversaries of the grant date, respectively. The Performance Shares and Restricted Shares are subject to the vesting, forfeiture and other provisions set forth in the applicable award agreements governing such awards, copies of which are filed herewith asExhibits 10.2 and10.3, respectively, and incorporated by reference herein. Mr. Ribar will also be entitled to be receive equity awards under the Company’s 2019 Omnibus Stock and Incentive Plan, as determined by the Compensation Committee.
In the event that Mr. Ribar’s employment is terminated by the Company other than “for cause” or by Mr. Ribar for “good reason” (as such terms are defined in the Employment Agreement), Mr. Ribar will (1) be entitled to receive his base salary for the balance of the term of the Employment Agreement, but not less than one year from the date of notice of termination (provided, that Mr. Ribar will be entitled to receive his base salary and annual bonus paid during the term of the Employment Agreement in the past twelve months for two years in the event such termination is due a “Fundamental Change” (as defined in the Employment Agreement)), (2) retain any vested stock awards, and (3) receive payment for all accrued but unpaid or unused vacation and sick days. In the event that Mr. Ribar’s employment is terminated for any other reason, then Mr. Ribar will be entitled to receive his base salary and any earned bonus up to and through the date of termination and payment for all accrued but unpaid or unused vacation and sick days.
