0001332349-25-000018.txt : 20250214 0001332349-25-000018.hdr.sgml : 20250214 20250214180604 ACCESSION NUMBER: 0001332349-25-000018 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20250212 FILED AS OF DATE: 20250214 DATE AS OF CHANGE: 20250214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAIER LUCINDA M CENTRAL INDEX KEY: 0001259765 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32641 FILM NUMBER: 25631540 MAIL ADDRESS: STREET 1: 111 WESTWOOD PLACE STREET 2: SUITE 400 CITY: BRENTWOOD STATE: TN ZIP: 37027 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Brookdale Senior Living Inc. CENTRAL INDEX KEY: 0001332349 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 203068069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 105 WESTWOOD PLACE STREET 2: SUITE 400 CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: (615) 221-2250 MAIL ADDRESS: STREET 1: 105 WESTWOOD PLACE STREET 2: SUITE 400 CITY: BRENTWOOD STATE: TN ZIP: 37027 4 1 wk-form4_1739574357.xml FORM 4 X0508 4 2025-02-12 0 0001332349 Brookdale Senior Living Inc. BKD 0001259765 BAIER LUCINDA M 105 WESTWOOD PLACE SUITE 400 BRENTWOOD TN 37027 1 1 0 0 President and CEO 0 Common Stock 2025-02-12 4 A 0 257045 0 A 3176521 D Common Stock 2025-02-13 4 A 0 470810 0 A 3647331 D On February 12, 2025, the Compensation Committee determined the level of achievement of two tranches of performance-based restricted stock units previously awarded to the reporting person on February 10, 2022 for the performance period ended December 31, 2024. Each performance-based restricted stock unit reported herein is generally payable in the form of one share of the issuer's common stock upon vesting. Such performance-based restricted stock units are generally eligible to vest on February 27, 2025 and February 27, 2026, respectively, subject to continued employment. Grant of time-based restricted stock units under the Brookdale Senior Living Inc. 2024 Omnibus Incentive Plan. Such restricted stock units are eligible to vest ratably in three annual installments beginning February 27, 2026, subject to continued employment. Each restricted stock unit is generally payable in the form of one share of the issuer's common stock upon vesting. This Form 4 does not report the grant of performance-based restricted stock units to the reporting person on February 13, 2025, which will be eligible to vest and be paid with respect to 470,810 shares of the issuer's common stock at target performance levels. The actual number of shares of the issuer's common stock, if any, that become payable under such performance-based restricted stock units will be reported following conclusion of the applicable performance periods. Exhibit 24 Power of Attorney filed herewith. /s/ Chad C. White, By Power of Attorney 2025-02-14 EX-24 2 powerofattorneybaier.htm EX-24 Document

Exhibit 24
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Chad C. White and Rebecca C. Taylor, or either of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

(1)    prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2)    execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Brookdale Senior Living Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(3)    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4)    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th day of February, 2025.


    /s/ Lucinda M. Baier
    Lucinda M. Baier