CARETRUST REIT, INC., DEF 14A filed on 3/13/2026
Proxy Statement (definitive)
v3.25.4
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name CARETRUST REIT, INC.
Entity Central Index Key 0001590717
v3.25.4
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2025
USD ($)
$ / shares
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Average Summary Compensation Table Total for Non-PEO Named Executive Officers
($)(3)
Average Compensation Actually Paid to Non-PEO Named Executive Officers
($)(2)
Value of Initial Fixed $100 Investment Based on:
Year
Summary Compensation Table Total
 for PEO
($)(1)
Compensation Actually Paid to PEO
($)(2)
Total Stockholder Return
($)(4)
Peer Group Total Stockholder Return
($)(4)
Net Income (Loss)
($ in 000’s)(5)
NFFO Per Share
($)(6)
(a)(b)(c)(d)(e)(f)(g)(h)(i)
202510,002,522 17,231,937 3,885,635 7,089,291 208.26 137.53 320,538 1.76 
20249,620,494 12,084,961 3,778,167 4,917,515 169.91 123.47 125,080 1.50 
20235,430,306 6,850,721 2,565,181 3,246,204 134.60 113.54 53,735 1.41 
20223,938,909 2,915,967 1,511,853 483,338 105.83 99.82 (7,506)1.49 
20216,727,006 7,030,740 4,340,601 4,579,656 122.62 132.23 71,982 1.49 
       
Company Selected Measure Name normalized funds from operations, or NFFO        
Named Executive Officers, Footnote The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Sedgwick for 2025, 2024, 2023 and 2022 and for Mr. Stapley, former Chief Executive Officer, for 2021 in the “Total” column of the Summary Compensation Table. Refer to “Executive
Compensation Tables — Summary Compensation Table — 2023-2025” for further detail on the total compensation paid to our named executive officers for the applicable years covered by the Summary Compensation Table.
The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, 2024 and 2023, William M. Wagner and James B. Callister, (ii) for 2022, Gregory K. Stapley, William M. Wagner, James B. Callister and Mark D. Lamb; and (iii) for 2021, David M. Sedgwick, William M. Wagner and Mark D. Lamb.
       
PEO Total Compensation Amount $ 10,002,522 $ 9,620,494 $ 5,430,306 $ 3,938,909 $ 6,727,006
PEO Actually Paid Compensation Amount $ 17,231,937 12,084,961 6,850,721 2,915,967 7,030,740
Adjustment To PEO Compensation, Footnote
20212022202320242025
Adjustments
 (a)
PEO
($)
Average Non-PEO NEOs
($)
PEO
($)
Average Non-PEO NEOs
($)
PEO
($)
Average Non-PEO NEOs
($)
PEO
($)
Average Non-PEO NEOs
($)
PEO
($)
Average Non-PEO NEOs
($)
Reported Summary Compensation Table Total6,727,006 4,340,601 3,938,909 1,511,853 5,430,306 2,565,181 9,620,494 3,778,167 10,002,522 3,885,635 
Deduction for Amounts Reported under “Stock Awards” Column in the Summary Compensation Table for Fiscal Year(4,477,306)(3,223,026)(1,957,759)(604,779)(2,788,376)(1,222,239)(5,314,644)(1,777,743)(1,242,022)(575,135)
Increase at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year4,619,799 3,397,044 1,839,474 568,763 2,777,535 1,218,873 5,223,480 1,750,708 1,698,924 786,709 
Increase for Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year— — — — — — — — — — 
Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years99,117 40,230 (691,447)(355,498)1,091,253 540,113 2,090,099 1,004,932 5,327,097 2,131,301 
Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year62,124 24,807 (148,030)(598,019)638,621 321,613 465,532 161,451 1,445,416 860,781 
Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year— — (65,180)(38,982)(298,618)(177,337)— — — — 
20212022202320242025
Adjustments
 (a)
PEO
($)
Average Non-PEO NEOs
($)
PEO
($)
Average Non-PEO NEOs
($)
PEO
($)
Average Non-PEO NEOs
($)
PEO
($)
Average Non-PEO NEOs
($)
PEO
($)
Average Non-PEO NEOs
($)
Increase Based on Dividends or Other Earnings Paid on Outstanding and Unvested Stock Awards— — — — — — — — — — 
Increase Based on Incremental Fair Value of Options/SARs Modified During Applicable Fiscal Year— — — — — — — — — — 
Increase for Service Cost and, If Applicable, Prior Service Cost for Pension Plans— — — — — — — — — — 
Compensation Actually Paid
$7,030,740 $4,579,656 $2,915,967 $483,338 $6,850,721 $3,246,204 $12,084,961 $4,917,515 $17,231,937 $7,089,291 
a.In making each of the adjustments, the “value” of a stock award is the fair value of the award on the applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions we then used to calculate the fair value of our equity awards for financial statement reporting purposes. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10-K each fiscal year and the footnotes to the Summary Compensation Table that appears in our annual Proxy Statement.
       
Non-PEO NEO Average Total Compensation Amount $ 3,885,635 3,778,167 2,565,181 1,511,853 4,340,601
Non-PEO NEO Average Compensation Actually Paid Amount $ 7,089,291 4,917,515 3,246,204 483,338 4,579,656
Adjustment to Non-PEO NEO Compensation Footnote
20212022202320242025
Adjustments
 (a)
PEO
($)
Average Non-PEO NEOs
($)
PEO
($)
Average Non-PEO NEOs
($)
PEO
($)
Average Non-PEO NEOs
($)
PEO
($)
Average Non-PEO NEOs
($)
PEO
($)
Average Non-PEO NEOs
($)
Reported Summary Compensation Table Total6,727,006 4,340,601 3,938,909 1,511,853 5,430,306 2,565,181 9,620,494 3,778,167 10,002,522 3,885,635 
Deduction for Amounts Reported under “Stock Awards” Column in the Summary Compensation Table for Fiscal Year(4,477,306)(3,223,026)(1,957,759)(604,779)(2,788,376)(1,222,239)(5,314,644)(1,777,743)(1,242,022)(575,135)
Increase at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year4,619,799 3,397,044 1,839,474 568,763 2,777,535 1,218,873 5,223,480 1,750,708 1,698,924 786,709 
Increase for Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year— — — — — — — — — — 
Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years99,117 40,230 (691,447)(355,498)1,091,253 540,113 2,090,099 1,004,932 5,327,097 2,131,301 
Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year62,124 24,807 (148,030)(598,019)638,621 321,613 465,532 161,451 1,445,416 860,781 
Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year— — (65,180)(38,982)(298,618)(177,337)— — — — 
20212022202320242025
Adjustments
 (a)
PEO
($)
Average Non-PEO NEOs
($)
PEO
($)
Average Non-PEO NEOs
($)
PEO
($)
Average Non-PEO NEOs
($)
PEO
($)
Average Non-PEO NEOs
($)
PEO
($)
Average Non-PEO NEOs
($)
Increase Based on Dividends or Other Earnings Paid on Outstanding and Unvested Stock Awards— — — — — — — — — — 
Increase Based on Incremental Fair Value of Options/SARs Modified During Applicable Fiscal Year— — — — — — — — — — 
Increase for Service Cost and, If Applicable, Prior Service Cost for Pension Plans— — — — — — — — — — 
Compensation Actually Paid
$7,030,740 $4,579,656 $2,915,967 $483,338 $6,850,721 $3,246,204 $12,084,961 $4,917,515 $17,231,937 $7,089,291 
a.In making each of the adjustments, the “value” of a stock award is the fair value of the award on the applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions we then used to calculate the fair value of our equity awards for financial statement reporting purposes. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10-K each fiscal year and the footnotes to the Summary Compensation Table that appears in our annual Proxy Statement.
       
Compensation Actually Paid vs. Total Shareholder Return
The following chart illustrates the Compensation Actually Paid for our PEO and the average Compensation Actually Paid for our Non-PEO NEOs as presented in the table above for each of the last five fiscal years against our total stockholder return and the total stockholder return for the RMS (each calculated as described in footnote (4) of the table above) over that period of time.
5652
       
Compensation Actually Paid vs. Net Income
The following chart illustrates the Compensation Actually Paid for our PEO and the average Compensation Actually Paid for our Non-PEO NEOs as reported in the table above for each of the last five fiscal years against our net income (loss) in each of those years.
5918
       
Compensation Actually Paid vs. Company Selected Measure
The following chart illustrates the Compensation Actually Paid for our PEO and the average Compensation Actually Paid for our Non-PEO NEOs as reported in the table above for each of the last five fiscal years against our NFFO in each of those years.
6170
       
Total Shareholder Return Vs Peer Group
The following chart illustrates the Compensation Actually Paid for our PEO and the average Compensation Actually Paid for our Non-PEO NEOs as presented in the table above for each of the last five fiscal years against our total stockholder return and the total stockholder return for the RMS (each calculated as described in footnote (4) of the table above) over that period of time.
5652
       
Tabular List, Table NFFO per share (used for our annual cash incentive plan)
Average Quarterly Net Debt to Normalized Run Rate EBITDA (used for our annual cash incentive plan)
Capital Deployment (used for our annual cash incentive plan)
Relative TSR (used for our long-term incentive plan)
       
Total Shareholder Return Amount $ 208.26 169.91 134.60 105.83 122.62
Peer Group Total Shareholder Return Amount 137.53 123.47 113.54 99.82 132.23
Net Income (Loss) $ 320,538 $ 125,080 $ 53,735 $ (7,506) $ 71,982
Company Selected Measure Amount | $ / shares 1.76 1.50 1.41 1.49 1.49
PEO Name Mr. Sedgwick Mr. Sedgwick Mr. Sedgwick Mr. Sedgwick Mr. Stapley, former Chief Executive Officer,
Additional 402(v) Disclosure The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” to our PEO and the average of our non-PEO NEOs in each applicable year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the compensation actually paid:Total stockholder return represents cumulative total stockholder return on a fixed investment of $100 in our Common Stock for the period beginning on the last trading day of 2020 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends before consideration of income taxes. Peer total stockholder return represents cumulative total stockholder return on a fixed investment of $100 in the MSCI U.S. Total Return Index (RMS) for the period beginning on the last trading day of 2020 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends before consideration of income taxes. Represents our net income (loss) reported in our audited financial statements for the applicable year.        
Measure:: 1          
Pay vs Performance Disclosure          
Name NFFO per share        
Non-GAAP Measure Description Represents our normalized funds from operations, or NFFO, per share. NFFO is an important supplemental measure not computed in accordance with GAAP. We define NFFO as FFO defined in accordance with Nareit’s definition (calculated as net income computed in accordance with GAAP, excluding gains or losses from real estate dispositions, real estate depreciation and amortization and impairment charges, and adjustments for unconsolidated partnerships and joint ventures), and adjusted for certain revenue and expense items that we do not believe are indicative of our ongoing operating results, such as write-off of deferred financing costs, gains or losses on foreign currency transactions, accelerated amortization of lease intangibles, net of noncontrolling interests’ share, provision for loan losses, provision for doubtful accounts and lease restructuring, recovery of previously reversed rent, lease termination revenue, accelerated amortization of stock-based compensation, non-routine transaction costs, loss on extinguishment of debt, extraordinary incentive plan payment, unrealized gain or loss on other real estate related investments and property operating expenses.        
Measure:: 2          
Pay vs Performance Disclosure          
Name Average Quarterly Net Debt to Normalized Run Rate EBITDA        
Measure:: 3          
Pay vs Performance Disclosure          
Name Capital Deployment        
Measure:: 4          
Pay vs Performance Disclosure          
Name Relative TSR        
PEO | Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,242,022) (5,314,644) (2,788,376) (1,957,759) (4,477,306)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,698,924 5,223,480 2,777,535 1,839,474 4,619,799
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,327,097 2,090,099 1,091,253 (691,447) 99,117
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,445,416 465,532 638,621 (148,030) 62,124
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 (298,618) (65,180) 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0   0 0 0
PEO | Adjustment Of Fair Value Of Options/SARs Modified During Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (575,135) (1,777,743) (1,222,239) (604,779) (3,223,026)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 786,709 1,750,708 1,218,873 568,763 3,397,044
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,131,301 1,004,932 540,113 (355,498) 40,230
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 860,781 161,451 321,613 (598,019) 24,807
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 (177,337) (38,982) 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0   0 0 0
Non-PEO NEO | Adjustment Of Fair Value Of Options/SARs Modified During Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0
v3.25.4
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true