Brookdale Appoints Joshua Hausman to Board of Directors
Brookdale Senior Living (NYSE: BKD) has appointed Joshua Hausman as an independent director to its Board, effective April 24, 2025. Hausman, currently Managing Partner at MHJ Capital Partners, brings over 20 years of healthcare and private capital investing experience, particularly in facilities-based skilled nursing and behavioral health.
Following Hausman's appointment and the recent addition of Mark Fioravanti, along with Frank M. Bumstead's decision not to seek re-election, Brookdale's Board will comprise eight directors after the 2025 Annual Meeting. Seven of these directors will be independent, including four appointed in the past two years, resulting in an average board tenure of less than four years.
The company is focusing on accelerating profitable occupancy and RevPAR growth, delivering meaningful Adjusted EBITDA growth, and enhancing Adjusted Free Cash Flow generation. Brookdale operates 647 communities across 41 states, serving approximately 58,000 residents as of March 31, 2025.
Brookdale Senior Living (NYSE: BKD) ha nominato Joshua Hausman come amministratore indipendente nel suo Consiglio di Amministrazione, con effetto dal 24 aprile 2025. Hausman, attualmente Managing Partner presso MHJ Capital Partners, vanta oltre 20 anni di esperienza negli investimenti nel settore sanitario e nel capitale privato, in particolare nelle strutture di assistenza infermieristica qualificata e nella salute comportamentale.
Dopo la nomina di Hausman e l’ingresso recente di Mark Fioravanti, insieme alla decisione di Frank M. Bumstead di non candidarsi per la rielezione, il Consiglio di Brookdale sarà composto da otto amministratori dopo l’Assemblea Annuale del 2025. Sette di questi amministratori saranno indipendenti, inclusi quattro nominati negli ultimi due anni, con una durata media nel Consiglio inferiore ai quattro anni.
L’azienda si concentra sull’accelerazione della crescita redditizia dell’occupazione e del RevPAR, sull’aumento significativo dell’EBITDA rettificato e sul miglioramento della generazione di flusso di cassa libero rettificato. Brookdale gestisce 647 comunità in 41 stati, servendo circa 58.000 residenti al 31 marzo 2025.
Brookdale Senior Living (NYSE: BKD) ha nombrado a Joshua Hausman como director independiente de su Junta Directiva, con efecto a partir del 24 de abril de 2025. Hausman, actualmente Socio Director en MHJ Capital Partners, aporta más de 20 años de experiencia en inversiones en salud y capital privado, especialmente en centros de enfermería especializada y salud conductual.
Tras el nombramiento de Hausman y la reciente incorporación de Mark Fioravanti, junto con la decisión de Frank M. Bumstead de no buscar la reelección, la Junta de Brookdale estará compuesta por ocho directores después de la Asamblea Anual de 2025. Siete de estos directores serán independientes, incluidos cuatro nombrados en los últimos dos años, lo que resulta en una antigüedad media en la Junta de menos de cuatro años.
La compañía se está enfocando en acelerar el crecimiento rentable de la ocupación y el RevPAR, en lograr un crecimiento significativo del EBITDA ajustado y en mejorar la generación de flujo de caja libre ajustado. Brookdale opera 647 comunidades en 41 estados, atendiendo a aproximadamente 58,000 residentes al 31 de marzo de 2025.
Brookdale Senior Living (NYSE: BKD)는 2025년 4월 24일부로 이사회에 독립 이사인 조슈아 하우스만을 임명했습니다. 현재 MHJ Capital Partners의 매니징 파트너인 하우스만은 20년 이상의 의료 및 사모 투자 경험을 보유하고 있으며, 특히 시설 기반 숙련 간호 및 행동 건강 분야에 전문성을 갖추고 있습니다.
하우스만의 임명과 최근 마크 피오라반티의 합류, 그리고 프랭크 M. 범스테드가 재선에 출마하지 않기로 한 결정에 따라, 2025년 정기 주주총회 이후 Brookdale 이사회는 8명의 이사로 구성될 예정입니다. 이 중 7명은 독립 이사이며, 최근 2년 내에 임명된 4명을 포함해 이사 평균 재임 기간은 4년 미만입니다.
회사는 수익성 있는 입주율 및 RevPAR 성장 가속화, 의미 있는 조정 EBITDA 성장 달성, 조정 자유 현금 흐름 창출 강화에 집중하고 있습니다. Brookdale은 41개 주에 걸쳐 647개 커뮤니티를 운영하며, 2025년 3월 31일 기준 약 58,000명의 거주자를 지원하고 있습니다.
Brookdale Senior Living (NYSE : BKD) a nommé Joshua Hausman en tant qu’administrateur indépendant au sein de son conseil d’administration, à compter du 24 avril 2025. Hausman, actuellement associé directeur chez MHJ Capital Partners, apporte plus de 20 ans d’expérience dans les investissements en santé et en capital privé, notamment dans les établissements de soins infirmiers qualifiés et la santé comportementale.
Suite à la nomination de Hausman et à l’arrivée récente de Mark Fioravanti, ainsi qu’à la décision de Frank M. Bumstead de ne pas se représenter, le conseil d’administration de Brookdale sera composé de huit administrateurs après l’assemblée générale annuelle de 2025. Sept de ces administrateurs seront indépendants, dont quatre nommés au cours des deux dernières années, ce qui donne une ancienneté moyenne au conseil de moins de quatre ans.
L’entreprise se concentre sur l’accélération de la croissance rentable du taux d’occupation et du RevPAR, la réalisation d’une croissance significative de l’EBITDA ajusté, et l’amélioration de la génération de flux de trésorerie disponible ajusté. Brookdale exploite 647 communautés dans 41 États, desservant environ 58 000 résidents au 31 mars 2025.
Brookdale Senior Living (NYSE: BKD) hat Joshua Hausman mit Wirkung zum 24. April 2025 als unabhängigen Direktor in seinen Vorstand berufen. Hausman, derzeit Managing Partner bei MHJ Capital Partners, bringt über 20 Jahre Erfahrung im Gesundheitswesen und bei privaten Kapitalanlagen mit, insbesondere im Bereich von Einrichtungen für qualifizierte Pflege und Verhaltensgesundheit.
Nach der Ernennung von Hausman und der kürzlichen Hinzufügung von Mark Fioravanti sowie der Entscheidung von Frank M. Bumstead, nicht für eine Wiederwahl anzutreten, wird der Vorstand von Brookdale nach der Hauptversammlung 2025 aus acht Direktoren bestehen. Sieben dieser Direktoren werden unabhängig sein, darunter vier, die in den letzten zwei Jahren berufen wurden, was zu einer durchschnittlichen Amtszeit von weniger als vier Jahren führt.
Das Unternehmen konzentriert sich darauf, das profitable Wachstum der Belegungsrate und des RevPAR zu beschleunigen, ein signifikantes Wachstum des bereinigten EBITDA zu erzielen und die Generierung des bereinigten freien Cashflows zu verbessern. Brookdale betreibt 647 Einrichtungen in 41 Bundesstaaten und betreut zum 31. März 2025 etwa 58.000 Bewohner.
- Board refreshment with experienced healthcare industry expertise
- Improved board independence with 7 out of 8 directors being independent
- Strategic focus on profitable occupancy and RevPAR growth
- Large operational scale with 647 communities across 41 states
- Ongoing board restructuring may indicate previous governance concerns
- Need for performance-based incentive program revisions suggests potential compensation issues
Brings Significant Healthcare and Private Capital Investing Expertise, including in Facilities-Based and Senior Care Services Companies
Company's Average Director Tenure to be Less Than Four Years after Annual Meeting
Denise W. Warren, Interim Chief Executive Officer and Chairman of the Board, said, "Josh has over 20 years of private market investment experience focused on the healthcare industry, including in facilities-based skilled nursing and behavioral health. He brings an owner mindset, having collaborated with management teams in devising and executing growth and operating strategies. We are confident we will benefit from his deep expertise and insights as we focus on accelerating profitable occupancy and RevPAR growth, delivering meaningful Adjusted EBITDA growth, materially enhancing Adjusted Free Cash Flow generation, and creating shareholder value."
Mr. Hausman joins the Brookdale Board following the recent appointment of Mark Fioravanti as an independent director. With these two appointments and Frank M. Bumstead's decision not to stand for re-election at the 2025 Annual Meeting of Stockholders (the "Annual Meeting"), Brookdale's Board will have an average tenure of less than four years after the Company's 2025 Annual Meeting and comprise eight directors, seven of whom will be independent, including two appointed last year and two this year.
Ms. Warren added, "The continuing refreshment of our Board with highly qualified directors reflects our commitment to bringing in new expertise and perspectives and follows engagement with our shareholders."
As previously announced, the Board is also reviewing potential governance enhancements related to director tenure and evaluating revisions to the Company's performance-based long-term incentive awards program for executives.
About Joshua Hausman
Joshua Hausman spent two decades with Onex Corporation, ultimately serving for 12 years as Managing Director for Onex Partners, the upper-middle market private equity platform of Onex Corporation. He led Onex Partners' North American healthcare investment activities, including advising portfolio company management teams and evaluating growth and operating efficiency opportunities. Prior to Onex Corporation, Mr. Hausman was an Associate in the Healthcare Investment Banking group at Banc of America Securities, where he provided capital raising and advisory services to healthcare companies. Mr. Hausman currently serves as Managing Partner at MHJ Capital Partners and on the Board of Directors of Newport Healthcare and SCP Health. He has previously held board positions at privately owned and publicly traded healthcare services companies, including BrightSpring Health Services, Genesis HealthCare, Inc., and Center for Diagnostic Imaging. He holds an A.B. in Economics (cum laude) from Harvard College.
NON-GAAP FINANCIAL MEASURES
This press release mentions the financial measures Adjusted EBITDA and Adjusted Free Cash Flow, which are not calculated in accordance with
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP performance measure that the Company defines as net income (loss) excluding: benefit/provision for income taxes, non-operating income/expense items and depreciation and amortization; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, legal, cost reduction or organizational restructuring items that management does not consider as part of the Company's underlying core operating performance and that management believes impact the comparability of performance between periods.
Adjusted Free Cash Flow
Adjusted Free Cash Flow is a non-GAAP liquidity measure that the Company defines as net cash provided by (used in) operating activities before: distributions from unconsolidated ventures from cumulative share of net earnings, changes in prepaid insurance premiums financed with notes payable, changes in operating lease assets and liabilities for lease termination, cash paid/received for gain/loss on facility operating lease termination and lessor capital expenditure reimbursements under operating leases; plus: property and casualty insurance proceeds and proceeds from refundable entrance fees, net of refunds; less: non-development capital expenditures and payment of financing lease obligations.
DEFINITION OF REVPAR
RevPAR, or average monthly senior housing resident fee revenue per available unit, is defined by the Company as resident fee revenue for the corresponding portfolio for the period (excluding revenue for private duty services provided to seniors living outside of the Company's communities and entrance fee amortization), divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period.
ABOUT BROOKDALE SENIOR LIVING
Brookdale Senior Living Inc. is the nation's premier operator of senior living communities. With 647 communities across 41 states and the ability to serve approximately 58,000 residents as of March 31, 2025, Brookdale is committed to its mission of enriching the lives of seniors through compassionate care, clinical expertise, and exceptional service. The Company, through its affiliates, operates independent living, assisted living, memory care, and continuing care retirement communities, offering tailored solutions that help empower seniors to live with dignity, connection, and purpose. Leveraging deep expertise in healthcare, hospitality, and real estate, Brookdale creates opportunities for wellness, personal growth, and meaningful relationships in settings that feel like home. Guided by its four cornerstones of passion, courage, partnership, and trust, Brookdale is committed to delivering exceptional value and redefining senior living for a brighter, healthier future. Brookdale's stock trades on the New York Stock Exchange under the ticker symbol BKD.
FORWARD-LOOKING STATEMENTS
Certain statements in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding the Company's intent, belief, or expectations. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "could," "would," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "believe," "project," "predict," "continue," "plan," "target," or other similar words or expressions, and include statements regarding the focus of the Interim Chief Executive Officer, the Company's ability to deliver sustained and compelling returns to its shareholders, the Company's ability to continue to grow profitable occupancy and RevPAR, deliver meaningful Adjusted EBITDA growth, materially enhance Adjusted Free Cash Flow generation, and create shareholder value. These forward-looking statements are based on certain assumptions and expectations, and the Company's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although the Company believes that expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its assumptions or expectations will be attained and actual results and performance could differ materially from those projected. Factors which could have a material adverse effect on the Company's operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, events which adversely affect the ability of seniors to afford resident fees, including downturns in the economy, housing market, consumer confidence, or the equity markets and unemployment among resident family members; the effects of senior housing construction and development, lower industry occupancy, and increased competition; conditions of housing markets, regulatory changes, acts of nature, and the effects of climate change in geographic areas where the Company is concentrated; terminations of the Company's resident agreements and vacancies in the living spaces it leases; changes in reimbursement rates, methods, or timing under governmental reimbursement programs including the Medicare and Medicaid programs; failure to maintain the security and functionality of the Company's information systems, to prevent a cybersecurity attack or breach, or to comply with applicable privacy and consumer protection laws, including HIPAA; the Company's ability to complete its capital expenditures in accordance with its plans; the Company's ability to identify and pursue development, investment, and acquisition opportunities and its ability to successfully integrate acquisitions; competition for the acquisition of assets; the Company's ability to complete pending or expected disposition, acquisition, or other transactions on agreed upon terms or at all, including in respect of the satisfaction of closing conditions, the risk that regulatory approvals are not obtained or are subject to unanticipated conditions, and uncertainties as to the timing of closing, and the Company's ability to identify and pursue any such opportunities in the future; risks related to the implementation of the Company's strategy, including initiatives undertaken to execute on the Company's strategic priorities and their effect on its results; any resurgence or variants of the COVID-19 pandemic; limits on the Company's ability to use net operating loss carryovers to reduce future tax payments; delays in obtaining regulatory approvals; the risks associated with tariffs and the uncertain duration of trade conflicts; disruptions in the financial markets or decreases in the appraised values or performance of the Company's communities that affect the Company's ability to obtain financing or extend or refinance debt as it matures and the Company's financing costs; the Company's ability to generate sufficient cash flow to cover required interest, principal, and long-term lease payments and to fund its planned capital projects; the effect of any non-compliance with any of the Company's debt or lease agreements (including the financial or other covenants contained therein), including the risk of lenders or lessors declaring a cross default in the event of the Company's non-compliance with any such agreements and the risk of loss of the Company's property securing leases and indebtedness due to any resulting lease terminations and foreclosure actions; the inability to renew, restructure, or extend leases, or exercise purchase options at or prior to the end of any existing lease term; the effect of the Company's indebtedness and long-term leases on the Company's liquidity and its ability to operate its business; increases in market interest rates that increase the costs of the Company's debt obligations; the Company's ability to obtain additional capital on terms acceptable to it; departures of key officers and potential disruption caused by changes in management; increased competition for, or a shortage of, associates, wage pressures resulting from increased competition, low unemployment levels, minimum wage increases and changes in overtime laws, and union activity; environmental contamination at any of the Company's communities; failure to comply with existing environmental laws; an adverse determination or resolution of complaints filed against the Company, including putative class action complaints; negative publicity with respect to any lawsuits, claims, or other legal or regulatory proceedings; costs to respond to, and adverse determinations resulting from, government inquiries, reviews, audits, and investigations; the cost and difficulty of complying with increasing and evolving regulation, including new disclosure obligations; changes in, or its failure to comply with, employment-related laws and regulations; the risks associated with current global economic conditions and general economic factors on the Company and the Company's business partners such as inflation, commodity costs, fuel and other energy costs, competition in the labor market, costs of salaries, wages, benefits, and insurance, interest rates, tax rates, tariffs, geopolitical tensions or conflicts, and uncertainty surrounding a new presidential administration, the impact of seasonal contagious illness or other contagious disease in the markets in which the Company operates; actions of activist stockholders, including a proxy contest; as well as other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission ("SEC"), including those set forth in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in such SEC filings. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect management's views as of the date of this press release. The Company cannot guarantee future results, levels of activity, performance or achievements, and, except as required by law, it expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained in this press release to reflect any change in the Company's expectations with regard thereto or change in events, conditions, or circumstances on which any statement is based.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
The Company plans to file proxy materials with the
CERTAIN INFORMATION REGARDING PARTICIPANTS
The Company, its directors and certain of its executive officers and other employees may be deemed to be "participants" (as defined in Section 14(a) of the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from stockholders in connection with the Annual Meeting. Additional information regarding the identity of these participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement and other materials to be filed with the SEC in connection with the Annual Meeting. Information relating to the foregoing can also be found in the Company's definitive proxy statement for its 2024 annual meeting of stockholders, filed with the SEC on April 29, 2024. To the extent holdings of such participants in the Company's securities have changed since the amounts described in the 2024 proxy statement, such changes have been reflected in the following Statements of Beneficial Ownership on Form 3 and Statements of Change in Beneficial Ownership on Form 4 filed with the SEC with respect to the Company: Form 3, filed by Claudia Drayton on June 27, 2024; Form 3, filed by Elizabeth Mace on June 27, 2024; Form 3, filed by Ray Leisure on August 14, 2024; Form 4, filed by Jordan Asher on May 23, 2024; Form 4, filed by Claudia Drayton on August 7, 2024 and February 14, 2025; Form 4, filed by Elizabeth Mace on August 7, 2024 and February 14, 2025; Form 4, filed by Benjamin Ricci on August 21, 2024, February 14, 2025 and March 3, 2025; Form 4, filed by Jordan Asher on August 30, 2024 and February 14, 2025; Form 4, filed by Ray Leisure on October 29, 2024, February 14, 2025 and March 3, 2025; Form 4, filed by Lee Wielansky on December 6, 2024, February 14, 2025 and March 10, 2025; Form 4, filed by Frank Bumstead on February 14, 2025; Form 4, filed by Vicki Freed on February 14, 2025; Form 4, filed by Denise Wilder Warren on February 14, 2025; Form 4, filed by Todd Kaestner on February 14, 2025 and March 3, 2025; Form 4, filed by Chad White on February 14, 2025, March 3, 2025 and March 7, 2025; Form 4, filed by George Hicks on February 14, 2025 and March 3, 2025; Form 4, filed by Jaclyn Pritchett on February 14, 2025 and March 3, 2025; Form 4, filed by Dawn Kussow on February 14, 2025 and March 3, 2025; Form 3 filed by Mark Fioravanti on April 21, 2025; and Form 4 filed by Mark Fioravanti on April 21, 2025. These filings can be found at the SEC's website at www.sec.gov. Additionally, Jessica Hazel, Vice President of Investor Relations, and Joshua Hausman, Independent Director, may be deemed participants in the solicitation. Ms. Hazel is the beneficial owner of 44,439 shares of common stock. Mr. Hausman does not own any shares of common stock. More detailed and updated information regarding the identity of participants in the solicitation, and their direct or indirect interests (by security holdings or otherwise), will be set forth in the Proxy Statement and other materials to be filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
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SOURCE Brookdale Senior Living Inc.
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