Brookdale Senior Living Inc. · NYSE:BKD
Brookdale Senior Living — Proxy Contest (June 2025)
54 slides from Brookdale Senior Living's proxy contest presentation, Jun 11, 2025
Slide 1: The Right Board, The Right Strategy
The Right Board The Right Strategy June 2025
Slide 2: Brookdale Is a Unique Senior Living Provider
Brookdale Is a Unique Senior Living Provider – Combining Unmatched Scale, Purpose-Driven Care, and Operational Expertise Brookdale has the largest geographic footprint(1) with access to the largest pool of seniors in the U.S. compared to any other operator, coupled with nearly 50 years of operating
Slide 3: Senior Living Requires Hospitality, Real Estate, and Healthcare – Brookdale Does It All
Senior Living Requires Hospitality, Real Estate, and Healthcare – Brookdale Does It All HOSP TAL Ability to Serve ~58K Senior Residents Serves up to 3 meals daily in a welcoming Brookdale elevates the senior atmosphere with an attentive staff, healthy living experience through menu options, and spec
Slide 4: Brookdale Is Well-Positioned and Successfully Executing its Strategy
Brookdale Senior Living Is Well-Positioned and Is Successfully Executing its Strategy Positioned to Deliver Meaningful Shareholder Value Board Began Implementation of CEO Succession Plan in November 2024 Independent, Refreshed, and Experienced Composition of the Board Is Driving Greater Accountabili
Slide 5: Ortelius' Campaign Seeks Control and Undermines Progress
Ortelius’ Brookdale Campaign Is Executing to Seize a Clear Control Strategy Undermines to Drive Long Our -Progress Term Shareholder Value – Largest operator in the senior living sector, strategically positioned to serve an older population that is growing An attractive owned asset base (increasing f
Slide 6: Ortelius' Campaign Undermines Progress (Cont'd)
Ortelius’ Brookdale Campaign Is Executing to Seize a Clear Control Strategy Undermines to Drive Long Our -Progress Term Shareholder (Cont’d) Value – Independent, Refreshed, and Experienced Composition of the Board Is Driving Greater Accountability, Is Executing Our Strategy, and Is Aligned with All
Slide 7: Ortelius' Claims Are Not Reflective of Progress Made
Ortelius’ of the Senior Claims Living are Not Industry Reflective of the Progress Brookdale has Made or the Realities Brookdale‘s Reality is Rooted in Sound Strategic Fundamentals and on Track to Deliver Shareholder Value ª Since 2022, Brookdale renegotiated leases for approximately 250 communities
Slide 8: Ortelius' Claims Are Not Reflective of Progress (Cont'd)
Ortelius’ of the Senior Claims Living are Not Industry Reflective (Cont’d) of the Progress Brookdale has Made or the Realities Brookdale‘s Reality is Rooted in Sound Strategic Fundamentals and on Track to Deliver Shareholder Value ª exposure Adjusted EBITDA 11% 10% 7% 5% 9% 11% 12% Ortelius Claims…
Slide 9: Ortelius' COVID Attacks Lack Credibility and Cherry Pick Timeframes
Ortelius’ COVID Impact Attacks Lack Credibility and Cherry Picks Timeframes Without Acknowledging Ortelius’ Claims Are Comparing Two Vastly Different Time Brookdale Successfully Bounced Back From the Pandemic Lows and Periods, Lacking Context, and Ignoring the Pandemic Continues to be on a Robust Pa
Slide 10: Brookdale's Board is Taking Action to Deliver Long-Term Shareholder Value
Brookdale’s Board is Taking Action to Deliver Long-Term Shareholder Value – Our Plan Is Working
Slide 11: Brookdale Proactively Executes its Strategic Initiatives
Brookdale Proactively Executes its Strategic Initiatives to Drive Long-Term Value Brookdale’s Board Regularly Assesses Strategic Options to Enhance Value and Will Continue to Do So Renegotiated all triple net leases with Welltower $179M invested in 2024 with $175 to 180M Capital planned capital expe
Slide 12: Actively Solving Unfavorable Lease Terms
While Actively Solving Unfavorable Lease Terms… Legacy Leases Led to Pressure on Margins and Growth Brookdale has Taken Action Over the Years to Reorganize its Leased Portfolio Analysts Recognize the Scope of Lease Restructuring and are Optimistic of the Progress… Lease Renegotiation (April 2018) Re
Slide 13: Successfully Navigating Through the COVID Crisis
…And Successfully Navigating Through the COVID Crisis But Brookdale Demonstrated Consistent Performance and Outperformed Sonida COVID Exacerbated Industry Pressures Across Senior Living Operators Senior Living, the Only Other Publicly Traded Senior Living Operator Stock Performance Over Time 6-Year
Slide 14: Significant Initiatives Executed During a Challenging Period
These Despite Initiatives, Historically in Conjunction Challenging with COVID Significant Period Board Enhancements, Were Executed Sold Majority Stake in Board of Directors Sold Brookdale Acquired and Negotiated Renegotiated Ventas Renegotiated Board of Directors Board of Directors Brookdale Healthc
Slide 15: Brookdale's Ongoing Plan to Deliver Shareholder Value
Brookdale’s Ongoing Plan to Deliver Shareholder Value… Improve operating performance to drive higher occupancy, improve rates, and generate robust cash flow. We are intensifying our efforts to 1 bring underperforming communities to breakeven status with the use of SWAT teams. For our better performi
Slide 16: …And the Plan is Working
…And the Plan is Working The occupancy rates grew to 80.6% (same community weighted average in May 2025) and an end of month occupancy of 82.1% since the pandemic low of 69.4% (weighted average in March 2021) Since 2022, Brookdale renegotiated leases for approximately 250 communities inherited by ma
Slide 17: Highly-Qualified Slate of Eight Directors Leading Brookdale's Strategy
of Eight Substantially Highly-Qualified Refreshed and Engaged Board Slate Directors Leading Brookdale’s Strategy
Slide 18: Refreshed Board Slate Overseeing Continued Growth and Transformation
Brookdale’s and Transformation Refreshed Board Slate is Overseeing the Company’s Continued Growth Our Board has significantly evolved, with 50% of Board slate appointed in the last year Jordan Asher, MD, MS Victoria Freed Independent Director: C, N Independent Director: C, N* Joined in 2020 Joined i
Slide 19: Our Board Underwent Substantial Refreshment Since 2018
Our Board Underwent Substantial Refreshment Since 2018… Six highly-respected, current the Board, independent demonstrating directors Brookdale’s and our chair focus have on prudent been appointed and strategic over the refreshment last 7 years, of the with Board several directors rotating off 2018 2
Slide 20: Recent Refreshment Brings Fresh Perspectives to the Boardroom
…And Refreshment in the Last 12 Months Brings Fresh Perspectives to the Boardroom We balanced the Board with fresh perspectives while maintaining legacy knowledge Elizabeth Mace Claudia Drayton Mark Fioravanti Joshua Hausman Appointed June 2024 Appointed June 2024 Appointed April 2025 Appointed Apri
Slide 21: The Board Acted to Replace the CEO in April 2025
The Board Acted on Behalf of Shareholders to Replace the CEO in April 2025 Our Board holds our management team accountable – our With the Company having executed on our strategy to simplify executive search process began when we initially contacted the business, streamline operations, rationalize ou
Slide 22: We Evaluate Each Board Member's Skillset
We Evaluate Each Board Member’s Skillset for Relevance, Contribution, and Diversity of Thought The Brookdale Board Thoughtfully Constructed Itself so that a Diverse Range of Critical and Complementary Skills are Well Represented Significant Healthcare Current or Current or Healthcare Sales & Finance
Slide 23: Real Estate and Hospitality Skills Are Critical for Our Board
Real Operational Estate and Business Hospitality Model Are Critical Skills for Our Board to Deliver on Our Operational Excellence from Boardroom to Bottom Line Real Estate Visionary Fit to Lead Brookdale’s Refreshed Asset Strategy Mark Fioravanti Lee Wielansky Independent Director Independent Direct
Slide 24: Clinical Care and Senior Living Expertise Are Critical Skills
Clinical Care for Healthcare the Senior and Population Senior Living Expertise Are Critical Skills to Deliver the Best Physician’s Perspective Overseeing Quality of Care, Safety, and Strategy Understanding the Past to Shape Brookdale’s Future Jordan Asher, MD, MS Elizabeth Mace Independent Director
Slide 25: Healthcare Finance, Sales and Marketing Skills Drive Value
Healthcare Are Critical- Skills Specific to Navigate Financial Acumen, Our Industry’s Sales, Complexities Marketing, and and Revenue Drive Value Management Creation Delivers Healthcare-Specific Financial Expertise People-First Priority Strengthening Resident Satisfaction Claudia Napal Drayton Victor
Slide 26: Operational and Capital Allocation Experience Will Accelerate Trajectory
Operational Industry Will Senior Help Accelerate Living and Brookdale’s Capital Allocation Current Experience Trajectory Across for Long the -term Healthcare Value Benefit The Right Executive and Governance Experiences to Drive the Interim Healthcare Investment Expertise Tailored to Brookdale’s Stra
Slide 27: Shareholder-Friendly Governance Profile and Refreshed Board Slate
Shareholder Drives Alignment -Friendly and Governance Accountability Profile and Substantially Refreshed Board Slate Balanced Tenur A Refreshed Board with Diverse Experience 8+ Years 13% 7 of 8 Independent Directors Average tenure below 4 years 50% 0-2 Years 37% 4 3-7 Years Independent Directors Joi
Slide 28: The Right Board to Deliver Shareholder Value and Identify Our New Leader
The Right Board to Deliver Shareholder Value and Lead the Process to Identify Our New Leader Brookdale’s Continued Strategy Success for Experienced and Board Deep With Insights Fresh Perspectives Positive COVID Performance Turnaround Since Adjusted EBITDA 1. Improving Operating (1) Performance Margi
Slide 29: Ortelius' Control Campaign Risks Significant Value Destruction
Ortelius’ Significant Unnecessary Value Control Destruction Campaign Risks
Slide 30: Brookdale Made Multiple Attempts to Engage with Ortelius
Brookdale Made Multiple Attempts to Engage with Ortelius Brookdale Made Significant Efforts to Engage with …But Ortelius Failed to Collaborate Ortelius Constructively… Brookdale proactively engages with our investors including an outreach Ortelius had no substantive discussions with a member of the
Slide 31: Key Claims Made by Ortelius Had Already Been Addressed
Key Made Claims Made by Ortelius Had Already Been Addressed and Ortelius Risks Progress Ortelius‘ Claim Brookdale Response 1 2021 to 2024 NOI margin(1)(2)(4) rebounded 740bps. Brookdale’s NOI margin growth is in line with peers(2) despite it being more Annual NOI margin(1)(4) fell from 2017 to highl
Slide 32: Key Claims Made by Ortelius (Cont'd)
Key Made Claims (Cont’d) Made by Ortelius Had Already Been Addressed and Ortelius Risks Progress Ortelius‘ Claim Brookdale Response 5 With the Company’s imminent return to positive Adjusted Free Cash Flow(1) in the near term, Brookdale is expecting to reduce Reduce mortgage debt its debt burden. Gro
Slide 33: Key Claims Made by Ortelius (Cont'd)
Key Made Claims (Cont’d) Made by Ortelius Had Already Been Addressed and Ortelius Risks Progress Ortelius‘ Claim Brookdale Response 9 Book value is a poor reference for an asset rich company with high depreciation – it doesn’t reflect the fair value of the Tangible book value per share decreased com
Slide 34: Brookdale Listens to Its Shareholders
Brookdale Listens to Its Shareholders: Their Input Guides Our Actions Brookdale Proactively Engages with Investors and Takes their Feedback Seriously ª As part of our outreach program specifically on our governance practices, executive compensation program, and stewardship, we met with several large
Slide 35: Ortelius' Nominees Would Not Add Value to Our Board
Ortelius’Value Nominees to Our Would Board Not Add
Slide 36: Ortelius' Control Slate Lacks a Diversified Skillset
Ortelius’ Control Slate Appears To Not Have a Diversified Skillset In-Line with Our Strategy Ortelius’ Slate Overextends on Real Estate and Finance, but Lacks Several of the Critical Skills Needed to Bolster Brookdale’s Strategy Significant Healthcare Current or Current or Healthcare Sales & Finance
Slide 37: Ortelius' Control Slate Does Not Bring Additive Experiences
Ortelius’ Control Slate Appear Not to Bring Additive Experiences or Insights Despite its relatively small ~1% stake, Ortelius is demanding Board control. Further Board change at this time will derail the Board’s progress and significantly impair the Board’s ability to identify a new CEO and continue
Slide 38: Risk of Adding Steven Insoft or Paula Poskon
Brookdale Shareholders: Consider the Risk of Adding Steven Insoft or Paula Poskon Questionable Independence Steven Insoft from Ortelius with Paula Poskon Activist No Senior -Backed Living Director Experience with Skills Already Represented on the Board û Mr. Insû Ms. Poskon was nominated multiple ti
Slide 39: Risk of Adding Frank Small or Ivona Smith
Brookdale Shareholders: Consider the Risk of Adding Frank Small or Ivona Smith Core Skills Are Unnecessary Frank Small or Duplicative with Misaligned Board Ivona Skills, Smith Affiliation with Brookdale’s Current Board Ortelius, and Board Capacity Concerns û No app acity at a û Ms. Smith publicly tr
Slide 40: Risk of Adding Steven Vick or Lori Wittman
Brookdale Shareholders: Consider the Risk of Adding Steven Vick or Lori Wittman Outdated Public Steven Company Vick Experience Lori Wittman Lacks Exposure Operational to Senior Experience Living and with an Unclear Recent Track Record û Mr. Vick has not held a meaningful leadership or governance pos
Slide 41: Brookdale Is Well-Positioned and Successfully Executing its Strategy
Brookdale Senior Living Is Well-Positioned and Is Successfully Executing its Strategy Positioned to Deliver Meaningful Shareholder Value Board Began Implementation of CEO Succession Plan in November 2024 Independent, Refreshed, and Experienced Composition of the Board Is Driving Greater Accountabili
Slide 42: Vote for Brookdale's Nominees on the Blue Proxy Card
Support Vote for the Brookdale’s Brookdale Strategy Nominees for Future on the Growth Blue Proxy — Card Your Vote Is Important Company Nominees: The Board recommends that you vote FOR ONLY the following eight (8) Brookdale nominees: Source: Brookdale 2025 Definitive Proxy Statement. 42
Slide 43: Appendix
Appendix
Slide 44: Must Consider the Correct Public Comparables for Brookdale
Must Consider the Correct Public Comparables for Brookdale Sonida is the only other publicly traded senior living operating company in the U.S. Only Direct Similar portfolio mix to Brookdale with asset categories across AL, IL, and MC Comparable Payor mix weighted towards private pay, similar to Bro
Slide 45: The Company Has Evolved and Grown Over Time
The in the Company U.S. Has Evolved and Grown Over Time as the Leading Senior Living Platform rookdale has Simplified Real Estate Portfolio, Enhancing Margins by Increasing Proportion of Owned Real Estate, and Improving Lease Terms COVID Period(1) 2020 2021 2022 2023 2024 2025 Indicates Restructured
Slide 46: Brookdale Successfully Navigated Through the COVID Pandemic
Impacted Brookdale the Successfully Entire Senior Navigated Living Industry Through the COVID Pandemic Which Significantly Tragic Effects of COVID Caused Financial and Operating Challenges Across the Senior Living Industry COVID had an Outsized Impact on the Elderly Population… …Causing Occupancy Ra
Slide 47: Broader Healthcare Services Indicate Resiliency
Broader Indicate Healthcare Resiliency in Services the Current and Particularly Market Environment the Senior Living Industry Broader Healthcare Services have Shown Resiliency in Recent Volatile Market …and Senior Living is Well Positioned for Continued Growth(1) (3) S&P 500 Performance Breakdown In
Slide 48: Senior Living is a Large and Growing Market
Senior Living is a Large and Growing Market with Powerful Supporting Tailwinds The Senior Living Market is Fueled by Supportive Demographic Trends and Favorable Supply–Demand Dynamics(1) The Senior Population is Growing and has Increasing Ability to Pay for Healthcare …While Shortages of Senior Livi
Slide 49: The Brookdale Portfolio Is Well Structured to Continue Yielding Positive Results
The Brookdale Portfolio is Well Structured to Continue Yielding Positive Results With an Attractive Senior Living Payor Mix Model… …Improving Margin Profile Indicating Continued Positive Financial Trends… Senior Living Industry Health Care Services Brookdale’s Adjusted EBITDA Margin(4) has Rebounded
Slide 50: Brookdale Is Well Positioned to Capitalize on Tailwinds
Brookdale Is Well Positioned to Capitalize on Tailwinds Going Forward Brookdale has been Taking Strategic Actions to Improve Operating Metrics and has Become Cash Flow Positive as of Q1’25 While Increasing Guidance Brookdale’s Improved Operating Metrics Q1’25 Total Units 55,097 9,092 (3) Adjusted EB
Slide 51: Executive Pay Tightly Aligned with Outcomes for Shareholders
Executive Pay Tightly Aligned with Outcomes for Shareholders What We Do What We Don’t Do Pay for Performance: A significant portion of our NEOs’ target direct compensation is awarded û No Above Median Benchmarking: The Committee generally aims to provide target total direct in the form of variable,
Slide 52: We Hold the Management Team Accountable Year After Year
We Hold the Management Team Accountable Year After Year Brookdale implements several measures to ensure management accountability, including in response to challenges posed by the COVID pandemic Certain 2020 Cash Annual Incentives Forfeited in Response to COVID Results of Performance-Based Awards No
Slide 53: Non-GAAP Financial Measures and Certain Definitions
Non-GAAP Financial Measures and Certain Definitions Non-GAAP Financial Measures Q1’25 Q1’24 This communication mentions the financial measures Adjusted EBITDA, Adjusted EBITDA after cash financing lease payments, and Adjusted Free Cash Flow, which are not calculated in accordance with U.S. generally
Slide 54: Cautionary Statement
Cautionary Statement This presentation is provided merely as general information and is not intended to be, nor should it be construed as, an offer to sell or a solicitation of an offer to buy any security. This presentation does not recommend the purchase or sale of any security. This presentation