CARETRUST REIT INC (CTRE)
Sector: Real Estate
2026 Annual Meeting Analysis
CARETRUST REIT INC · Meeting: April 29, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Six Directors
Long-tenured director with deep REIT financial expertise; no overboarding, perfect attendance, and CTRE's 3-year total return of +146.8% outpaces the peer group median by +110.1 percentage points, well above the 50pp threshold required to trigger a no-vote for strong-positive-TSR companies.
Joined in 2022 with relevant REIT executive and legal experience; no overboarding, 100% attendance, and stock outperformance is well above the peer-group trigger threshold.
Longest-tenured independent director with extensive REIT and real estate operating experience; no overboarding, 100% attendance, and TSR outperformance is strongly positive relative to the peer group.
CEO and executive director since 2022 with deep operational knowledge of the company; the TSR trigger does not apply given that CTRE's 3-year outperformance versus the peer group median is +110.1pp, far exceeding the 50pp threshold for a no-vote on a strong-positive-TSR company.
Mr. Stapley is the brother-in-law of CEO David Sedgwick, which is a familial relationship to senior management that our policy treats as a negative factor; however, the board has correctly classified him as non-independent and he does not serve on the audit or compensation committee, so there is no independence violation — shareholders should be aware of the family connection but no policy trigger requires a no-vote here, and his deep industry expertise as a co-founder and former CEO of CareTrust is well-documented.
Joined in 2022 with two decades of institutional real estate investment experience; no overboarding, 100% attendance, chairs the audit committee and qualifies as an audit committee financial expert, and TSR outperformance is well above the trigger threshold.
All six nominees are recommended FOR. CTRE's 3-year total return of +146.8% exceeds the peer group median by +110.1 percentage points, comfortably above the 50pp underperformance threshold that would be required to trigger a no-vote for a company with strong positive TSR. All directors had 100% meeting attendance in 2025. One flag is noted for Gregory Stapley's familial relationship with CEO Sedgwick, but since he is correctly classified as non-independent and does not sit on the audit or compensation committee, no policy trigger requires a no-vote.
Say on Pay
✓ FORCEO
David M. Sedgwick
Total Comp
$10,002,522
Prior Support
79%%
CEO total compensation of approximately $10 million is within a reasonable range for a healthcare REIT CEO overseeing a company that grew its market cap to over $8 billion, delivered 17% normalized earnings-per-share growth, and executed a record $1.76 billion in capital deployment in 2025. The pay structure is well-designed: approximately 88% of the CEO's target pay is variable and at-risk, long-term equity awards are tied to rigorous multi-year relative total shareholder return performance conditions with no payout if the company ranks below the 25th percentile, and payouts are capped if absolute total return is negative — all features that align executive rewards with shareholder outcomes. The prior-year say-on-pay vote received 79% support (above the 70% threshold requiring responsive action), the company engaged substantively with shareholders afterward, and the compensation committee made meaningful program improvements in response to investor feedback, including standardizing incentive weightings and introducing a formal outperformance grant framework.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte & Touche LLP is a Big 4 firm and appropriate for a $9 billion market-cap REIT. The auditor fee table provided in the filing text did not contain extractable dollar figures for audit or non-audit fees, so the non-audit fee ratio test cannot be applied — per policy, absent confirmed fee data we do not assume a no-vote. Auditor tenure is not disclosed in the provided filing text; per policy, a no-vote requires confirmed tenure data and we do not assume a trigger in its absence, though the lack of tenure disclosure is noted as a minor negative factor.
Overall Assessment
CareTrust REIT's 2026 annual meeting presents a clean ballot with three standard proposals: director elections, advisory say-on-pay vote, and auditor ratification. All six director nominees and the executive compensation program are recommended FOR, driven by exceptional 3-year total shareholder return of +146.8% that significantly outpaces the company's compensation peer group median, a well-structured pay-for-performance compensation program, and strong board qualifications with 100% meeting attendance; no stockholder proposals appear on the ballot.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing