EXHIBIT 24
POWER OF ATTORNEY
FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144
IN RESPECT OF SECURITIES OF
CARETRUST REIT, INC.
The undersigned hereby constitutes and appoints each of William
M. Wagner and James Callister of CareTrust REIT, Inc. (the "Company") and
Regina Braman and Michele Heyduk of O'Melveny & Myers LLP as the undersigned's
true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution for the undersigned in the undersigned's name and stead in any
and all capacities, to sign and file for and on the undersigned's behalf, in
respect of any acquisition, disposition or other change in ownership of any common
stock of the Company, the following:
(i) any Form ID to be filed with the Securities and Exchange
Commission (the "SEC");
(ii) any Initial Statement of Beneficial Ownership of Securities
on Form 3 to be filed with the SEC;
(iii) any Statement of Changes of Beneficial Ownership of
Securities on Form 4 to be filed with the SEC;
(iv) any Annual Statement of Beneficial Ownership of Securities
on Form 5 to be filed with the SEC;
(v) any Notice of Proposed Sale of Securities on Form 144 to be
filed with the SEC; and
(vi) any and all agreements, certificates, receipts, or other
documents in connection therewith.
The undersigned hereby gives full power and authority to the
attorney-in-fact to seek and obtain as the undersigned's representative and
on the undersigned's behalf, information on transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release such information to the undersigned and approves and
ratifies any such release of information.
The undersigned hereby grants unto such attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and hereby ratifies
and confirms all that any such attorney-in-fact and agent or substitute may
do or cause to be done by virtue hereof.
The undersigned acknowledges that:
(i) neither the Company nor such attorney-in-fact assumes (i)
any liability for the undersigned's responsibility to comply
with the requirement of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), (ii) any liability of the
undersigned for any failure to comply with such requirements
or (iii) any obligation or liability of the undersigned for
profit disgorgement under Section 16(b) of the Exchange Act; and
(ii) this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's
obligations under the Exchange Act, including without limitation
the reporting requirements under Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect
until revoked by the undersigned in a signed writing delivered to such
attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney.
Date: March 11, 2022 /s/ Careina D. Williams
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Careina D. Williams
