– USA, TN – Brookdale Senior Living Inc. (NYSE: BKD) today announced that its Board of Directors has unanimously nominated two new independent director candidates, Vicki Freed and Guy Sansone, to stand for election as Class II Directors at the Company’s 2019 Annual Meeting of Stockholders.
The Honorable Jackie M. Clegg, director and Chair of the Board’s Nominating and Corporate Governance Committee said, “We are pleased the Board has nominated two independent and incredibly distinguished director candidates, each of whom brings relevant experience, leadership expertise and complementary skillsets to the Brookdale Board. Over the past several years, we have made significant progress enhancing the parity and the quality of the Board and have identified a group of independent directors with the right mix of healthcare, senior housing, finance, operational, sales and marketing, real estate and overall leadership skills to serve the best interests of our stockholders.”
Ms. Clegg added, “Vicki and Guy are well-respected and proven leaders, each possessing deep expertise across areas critical to Brookdale’s strategic vision. Together with the proposed governance changes put forward by the Board, Brookdale is taking another significant step toward strengthening its corporate governance profile and strategic capabilities.”
Ms. Freed currently serves as Royal Caribbean International’s Senior Vice President of Sales, Trade Support and Service, where she oversees the largest sales team in the cruise line industry. She has more than 25 years of executive leadership experience in the areas of sales, customer service and marketing.
Mr. Sansone currently serves as a Managing Director and Chairman of the Healthcare Industry Group at Alvarez & Marsal, a global professional services firm specializing in performance improvement for large, high-profile businesses. He has more than 25 years of experience working as a senior advisor and executive leading efforts to optimize the performance of companies, primarily in the healthcare and senior housing industries.
As previously announced, Brookdale’s current Class II directors, Ms. Clegg and James R. Seward, will not stand for election and will retire from the Board upon the expiration of their terms at the 2019 Annual Meeting.
“Brookdale’s recent financial results show that our comprehensive strategic plan to create value for stockholders is gaining momentum,” said Cindy Baier, President and CEO and Member of Brookdale’s Board of Directors. “In executing our plan, we depend on the diverse and invaluable perspectives that exist within our boardroom. Vicki’s extensive leadership experience in sales, customer service and marketing within the hospitality industry, along with Guy’s financial expertise, broad knowledge of the healthcare and senior housing industries, and experience as a strategic advisor, will further our ongoing efforts to capitalize on national demographic tailwinds and offer our exceptional care to an ever-growing base of American seniors.”
In addition to the nominations of Ms. Freed and Mr. Sansone, the Brookdale Board continues to implement best-in-class corporate governance practices in connection with the 2019 Annual Meeting:
- Implementing Majority Voting for Directors: The Board is recommending that stockholders vote to approve an amendment to the Company’s Certificate of Incorporation to facilitate the Board’s implementation of a majority voting standard in uncontested director elections in the Company’s Bylaws. In 2015, the Board amended its Corporate Governance Guidelines to adopt a majority voting policy for uncontested director elections. The Board believes that including such a voting standard in its Bylaws further enhances the Board’s commitment to accountability to stockholders.
- Accelerating Board Declassification: Brookdale is in the process of declassifying the Board using a phased approach and the Board is recommending that stockholders vote to approve an amendment to the Company’s Certificate of Incorporation so that the Class II directors elected at this year’s Annual Meeting will be elected for a one-year term expiring at the 2020 Annual Meeting instead of a two-year term expiring at the 2021 Annual Meeting.
Ms. Freed’s and Mr. Sansone’s nominations followed a comprehensive search by the Committee to identify highly qualified director candidates with extensive executive-level sales, marketing, healthcare, hospitality and senior housing experience.
The Board believes that Ms. Freed’s decades of executive sales, customer service and marketing leadership within the hospitality industry, and Mr. Sansone’s unique and attractive background of extensive executive and senior advisory leadership to companies in the healthcare and senior housing industries, will greatly complement the Board’s collective skills and experience.
Ms. Baier concluded, “Since the beginning of 2018, the Board has taken purposeful actions to improve our performance and corporate governance, including evolving its own gender composition to more closely resemble our customer and employee base. I am pleased that our nominees if elected, will ensure that Brookdale maintains the appropriate level of diverse perspectives through gender parity in the boardroom.”
About Vicki Freed
Vicki Freed brings more than 25 years of executive leadership in the areas of sales, customer service and marketing, and has earned numerous awards for outstanding achievement in sales and marketing during her career. Ms. Freed is Senior Vice President of Sales, Trade Support and Service for Royal Caribbean International, having served in that role since 2008, where she oversees the largest sales team in the cruise line industry and also manages the company’s consumer outreach, reservations, group sales and customer service functions. Prior to her service with Royal Caribbean, Ms. Freed worked for 29 years with Carnival Cruise Lines, where she served as Senior Vice President of Sales and Marketing during the last 15 years of her tenure. Ms. Freed served on the Board of Directors of ILG, Inc. (f/k/a Interval Leisure Group, Inc.) from 2012 until its acquisition by Marriott Vacations Worldwide in 2018. She is a trustee of the United Way of Miami-Dade County and serves as a member of the board of Jewish Adoption and Foster Care Options (JAFCO). Ms. Freed earned a bachelor’s degree in business with an emphasis in marketing from the University of Colorado.
About Guy Sansone
For more than 25 years, Guy Sansone has led efforts to optimize the performance of healthcare and senior housing companies. He is currently a Managing Director with Alvarez & Marsal, a global professional services firm specializing in performance improvement for large, high-profile businesses, where he serves as Chairman of the firm’s Healthcare Industry Group, which he founded in 2004. Mr. Sansone served as interim Chief Executive Officer of the Visiting Nurse Service of New York, the largest non-profit home and community-based health care organization in the United States, from November 2014 to December 2016 and, prior to that, served in various executive roles at numerous healthcare companies. His prior experience in the senior housing industry includes having served as Chief Restructuring Officer and a member of the Board of Erickson Retirement Communities and as a senior consultant to Sunrise Senior Living. Mr. Sansone has served on the Board of Directors of Magellan Health, Inc. since March 2019 and previously served on the Board of Directors of Civitas Solutions, Inc. from 2009 until its acquisition in March 2019. He also serves and has served on the Boards of Directors of numerous investor-owned and not-for-profit companies, primarily in the healthcare industry. Mr. Sansone received a bachelor’s degree in economics from the State University of New York at Albany.
About Brookdale Senior Living
Brookdale Senior Living Inc. is the leading operator of senior living communities throughout the United States. The Company is committed to providing senior living solutions primarily within properties that are designed, purpose-built, and operated to provide the highest-quality service, care, and living accommodations for residents. Brookdale operates and manages independent living, assisted living, memory care, and continuing care retirement communities, with 809 communities in 45 states and the ability to serve approximately 77,000 residents as of June 30, 2019. The Company also offers a range of home health, hospice, and outpatient therapy services to over 20,000 patients as of that date.
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