UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

New Senior Investment Group Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 30, 2019

13, 2020

Dear Fellow Stockholders:Shareholders:

On behalf of the Board of Directors, I cordially invite you to attend theour 2020 Annual Meeting of Stockholders of New Senior Investment Group Inc.Shareholders (the “Annual Meeting”), which is scheduled to be held on Thursday, May 28, 2020 at 8:00 a.m., Eastern Time, at theMillennium Broadway, 145 W. 44th Street, New York, New York on June 12, 2019, at 8:00 a.m., Eastern Time10036. TheHowever, we are monitoring developments related to the novel coronavirus (COVID-19), and if it becomes necessary to change the time, place or location of the Annual Meeting, we will announce alternative arrangements in advance of the scheduled meeting date.

Attached you will find a Notice of 2020 Annual Meeting of Shareholders and proxy statement that contain information about the matters to be considered by the stockholdersshareholders at the Annual Meeting are described in detail inand the accompanying materials.meeting itself, including:

IT IS IMPORTANT THAT YOU BE REPRESENTED AT THE ANNUAL MEETING REGARDLESS OF THE NUMBER OF SHARES YOU OWN OR WHETHER YOU ARE ABLE TO ATTEND THE ANNUAL MEETING IN PERSON. Let me urge

Every shareholder vote is important. We encourage you to vote today by Internet, by telephone or by completing, signing and returning your proxy card in the envelope provided.

PLEASE NOTE THAT YOU MUST FOLLOW THESE INSTRUCTIONS IN ORDER TO ATTEND AND BE ABLE TO VOTE AT THE ANNUAL MEETING: All Stockholders may vote in person atpromptly, even if you plan to attend the Annual Meeting. In addition, any stockholder may also be represented by another person at the Annual Meeting by executing a proper proxy designating that person as the proxy with power to voteWe appreciate your shares onparticipation and your behalf. If you are a beneficial owner of shares, you must take the following three stepsongoing interest in order to be able to attend and vote at the Annual Meeting: (1) obtain a legal proxy from your broker, bank or other holder of record and present this legal proxy to the inspector of elections along with your ballot, (2) contact our Investor Relations department to obtain an admission card and present this admission card to the inspector of elections and (3) present an acceptable form of photo identification, such as a driver’s license or passport, to the inspector of elections.New Senior.

Sincerely,

Susan L. Givens

Chief Executive Officer & President

TABLE OF CONTENTS

ii

2020 Proxy Statement		i

GENERAL INFORMATION ABOUT VOTINGShareholder Engagement and Responsiveness

Solicitation2019 marks the first year that we conducted a formal shareholder outreach and engagement program. We reached out to shareholders representing over 40% of Proxies

The enclosed proxythe Company’s outstanding shares. Our discussions with shareholders and with Institutional Shareholder Services (“ISS”) in 2019 included hearing their views on our corporate governance practices and the historical lack of disclosure regarding executive compensation due to our former status as an externally managed company, and describing the steps that the Company is solicited by and on behalftaking to address those issues, many of our Board of Directors. The expense of preparing, printing and mailingwhich are addressed in this Proxy Statement, and the proxies solicited hereby will be borne by the Company. In addition to the use of the mail, proxies may be solicited by officers and directors, without additional remuneration, by personal interview, telephone or otherwise. The Company will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares held of record as of the close of business on April 15, 2019, and will provide reimbursement for the cost of forwarding the material.

Stockholders Entitled to Vote

As of April 15, 2019, there were outstanding and entitled to vote 82,209,844 shares ofincluding our Common Stock. Each share of our Common Stock entitles the holder to one vote. Stockholders of record at the close of business on April 15, 2019 are entitled to vote at the Annual Meeting or any adjournment or postponement thereof.

Stockholder of Record. If your shares are registered directly in your name with the Company’s transfer agent, American Stock Transfer & Trust Company LLC, you are considered the stockholder of record with respect to those shares, and these proxy materials were sent directly to you by the Company.

Street Name Holders. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the beneficial owner of shares held in “street name,” and these proxy materials will be or have been forwarded to you by your bank or broker. The bank or broker holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct your bank or broker on how to vote the shares held in your account. If you wish to attend the Annual Meeting, you will need to obtain a “legal proxy” from your bank or broker.

Required Vote

A quorum will be present if the holders of a majority of the outstanding shares entitled to vote are present, in person or by proxy, at the Annual Meeting. If you have returned a valid proxy or if you hold your shares in your own name as holder of record and attend the Annual Meeting in person, your shares will be counted as present for the purpose of determining whether there is a quorum. Votes to “withhold,” abstentions and broker“non-votes” (as described below) will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum.

If a quorum is not present, the Annual Meeting may be adjourned by the chairman of the meeting or by the vote of a majority of the shares represented at the Annual Meeting until a quorum has been obtained.

For the election of the nominees to our Board of Directors, the affirmative vote by holders of a plurality of shares present, in person or by proxy, and entitled to vote on the election of directors is sufficient to elect each nominee. The approval of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 requires the affirmative vote of holders of a majority of the shares present, in person or by proxy, and entitled to vote on such proposal. The affirmative vote of at least 80% of the voting power of our issued and outstanding shares entitled to vote thereon will be required to approve the proposals to amend (i) our Certificate of Incorporation and Bylaws to provide forpromote shareholder democracy and increase accountability and the annual electionextensive steps the Company has taken to bring its governance practices more in line with shareholder expectations.

We encourage our registered shareholders to use the space provided on the proxy card to let us know your thoughts about New Senior or to bring a particular matter to our attention. If you hold shares through an intermediary or received the proxy materials electronically, please feel free to write directly to us.

Executive Compensation Highlights

In connection with the Internalization, throughout 2019 the Compensation Committee established a set of all directors, (ii)compensation policies and practices that it believes are in the best, long-term interests of our Certificateshareholders now that we are internally managed. There is extensive discussion throughout “Compensation Discussion and Analysis” relating to the executive compensation practices that were established in 2019 and will apply to us going forward.

CORPORATE GOVERNANCEAND RELATED MATTERS

Statement on Corporate Governance

We strive to maintain the highest standards of Incorporationcorporate governance and Bylawsethical conduct. Promoting full compliance with the laws, rules and regulations that govern our business and reporting results with accuracy and transparency are critical to eliminate certain provisions that are no longer applicablethose efforts. We monitor developments in the area of corporate governance, encourage and (iii)consider feedback from our Bylaws to implement majority voting for uncontested electionsshareholders, and review our processes and procedures in light of directors.

Brokernon-votes are instances where a broker holding shares of record for a beneficial owner does not vote the shares because it has not received voting instructions from the beneficial ownerthis input. We also review federal and therefore is precluded by thestate laws affecting corporate governance, as well as rules and requirements of the New York Stock Exchange (“NYSE”(the “NYSE”) from voting on a particular matter. Under NYSE rules, when a broker holding shares. We implement corporate governance practices that we believe are in “street name” does not receive voting instructions from a beneficial owner, the broker has discretionary authoritybest interests of the Company and its shareholders.

We also understand that corporate governance practices evolve over time, and we seek to vote onmaintain practices which provide the right framework for our operations, which are of value to our shareholders and which positively aid in the governance of the Company.

The following sections provide an overview of New Senior’s corporate governance structure and processes, including the independence and other criteria we use in selecting director nominees, our leadership structure, and certain routine matters but is prohibited from voting onnon-routine matters. Brokers who do not receive instructionsresponsibilities and activities of the Board of Directors and its committees.

New Senior’s key governance documents, including our Corporate Governance Guidelines (the “Guidelines”), the charters for the Audit, Compensation and Nominating and Corporate Governance Committees, our Code of Business Conduct and Ethics and the Code of Ethics for Senior Officers, which applies to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, are not entitled to voteavailable on the electionInvestor Relations page of directors, or the proposals to amend (i) our Certificate of Incorporation and Bylaws to provide for the annual election of all directors, (ii) our Certificate of Incorporation and Bylaws to eliminate certain provisions that are no longer applicable or (iii) our Bylaws to implement majority voting for uncontested director elections. However, brokers are entitled to vote on the ratification of the appointment of the independent registered public accounting firm.

A vote “withheld” from a director nominee or a brokernon-vote on a director nominee will have no effect on the outcome of the election. For the ratification of the appointment of the independent registered public accounting firm, abstentions will have the same effect as votes “against” and brokernon-votes will have no effect. Both abstentions and brokernon-votes will have the same effect as votes “against” the proposals to amend (i) our Certificate of Incorporation and Bylaws to provide for the annual election of all directors, (ii) our Certificate of Incorporation and Bylaws to eliminate certain provisions that are no longer applicable and (iii) our Bylaws to implement majority voting for uncontested elections of directors.

If the enclosed proxy card is properly executed and returned to us in time to be voted at the Annual Meeting, it will be voted as specified on the proxy card unless it is properly revoked prior thereto. If no specification is made on the proxy card as to any one or more of the proposals, the shares of Common Stock represented by the proxy will be voted as follows:

As of the date ofWithin this Proxy Statement we arehave included our website address only as an inactive textual reference and do not aware of any other matterintend it to be raised at the Annual Meeting.

Voting

Stockholders of Record. If you are a stockholder of record, you may instruct the proxies to vote your shares by telephone, by the Internet or by signing, dating and mailing the proxy card in the postage-paid envelope provided. In addition, you may vote your shares of our Common Stock in person at the Annual Meeting.

Street Name Holders. If you are a street name holder, you will receive instructions from your bank or broker that you must follow to be able to attend the Annual Meeting or to have your shares voted at the Annual Meeting.

Right to Revoke Proxy

Stockholders of Record. If you are a stockholder of record, you may revoke your proxy instructions through any of the following methods:

send written notice of revocation, prior to the Annual Meeting,an active link to our Secretary atwebsite. New Senior’s website is not incorporated into or a part of this Proxy Statement. Shareholders may also obtain copies of these documents free of charge by sending a written request to New Senior Investment Group Inc.,at 55 West 46th Street, Suite 2204, New York, New York 10036;10036, Attention: Investor Relations.

Governance Review and Evaluation

We strive to maintain the highest standards of corporate governance. Shortly following the Internalization of the Company’s operations at the start of 2019 (see “—Certain Relationships and Related Party Transactions” for a discussion of the Internalization), the Board, with the assistance of management, began a review of the policies and practices of the Company with a view towards modernizing the Company’s corporate governance practices. As a result of this comprehensive review, which included the feedback received as part of our shareholder engagement efforts as discussed below under “—Shareholder Engagement,” the following practices were considered and the changes described below have been implemented already or are proposed in this Proxy Statement:

Board Composition & Procedures, Director Compensation and Overall Governance

Evaluated director compensation and amended the compensation program to require that a significant portion of director compensation be paid in equity rather than paying all compensation in cash (see “2019 Non-Management Director Compensation—Director Compensation Program” for a discussion of the changes to the director compensation program).

 

sign, date and mail a new proxy card to our Secretary;Adopted meaningful Stock Ownership Guidelines for non-management directors.

 

dialCreated a fourth committee of the Board, the Investment Committee, which has oversight over New Senior’s investment practices and strategies.

Amended our Corporate Governance Guidelines to, among other things, institute limits on outside board service by our directors and implement a resignation policy for directors who do not receive majority approval in an uncontested election (see below, “—Corporate Governance Guidelines” for a discussion of these amendments).

Amended our Insider Trading Policy to prohibit pledging and hedging of Company stock by all executives, directors, and employees.

2020 Proxy Statement		5

Executive Compensation Practices

As indicated above, these matters are discussed in more detail throughout this Proxy Statement.

Corporate Governance Guidelines

The Board of Directors has adopted the Guidelines, which govern the operations of the Board and its committees and guide the Board and New Senior’s leadership team in the execution of their responsibilities. The Nominating and Corporate Governance Committee is responsible for overseeing the Guidelines. The Nominating and Corporate Governance Committee reviews the Guidelines at least annually and makes recommendations to the Board for updates in response to changing regulatory requirements, issues raised by shareholders or other stakeholders, changing regulatory requirements or otherwise as circumstances warrant. The Board may amend, waive, suspend, or repeal any of the Guidelines at any time, with or without public notice, as it determines necessary or appropriate in the exercise of the Board’s judgment or fiduciary duties. The Guidelines are available on the Investor Relations page of our website atwww.newseniorinv.com.

The Guidelines were evaluated in February 2020 and amended to, among other things, institute limits on outside board service by our directors and implement a resignation policy for directors who do not receive a majority of the votes of the shareholders in their election.

The current Guidelines include the following items concerning the Board:

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DIRECTOR RESIGNATION POLICY

Under the director resignation policy that was implemented in 2020 a director in an uncontested election from whom a greater number of votes are “withheld” than cast in favor of his or her election will be required to promptly submit his or her resignation for consideration by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will then consider all relevant facts and circumstances and make a recommendation to the Board as to whether the resignation should be accepted. The Board will then, taking into consideration the recommendation of the Nominating and Corporate Governance Committee and any other factors it deems relevant, determine whether to accept or reject the resignation no later than 90 days after the conclusion of the annual meeting. A director who has tendered his or her resignation pursuant to this policy will not participate in the consideration or determination of whether to accept such resignation. Promptly following the Board’s decision, the Company will disclose the decision and provide an explanation. This director resignation policy is in effect for the election of directors at the Annual Meeting.

Directors’ Qualification and Selection Process

The Nominating and Corporate Governance Committee takes into account a variety of factors in fulfilling its responsibility to identify and recommend to the Board of Directors qualified candidates for membership on the Board. Directors of the Company must be persons of integrity, with significant accomplishments and recognized business stature.

The Nominating and Corporate Governance Committee, as required by the Guidelines, will select nominees for director based on a variety of factors including experience, knowledge, skills, expertise, integrity, diversity (including diversity of origin, background, experience, and thought), ability to make independent analytical inquiries, understanding of the Company’s business environment and willingness to devote adequate time and effort to Board responsibilities. In addition, the Nominating and Corporate Governance Committee looks for individuals who demonstrate business judgment, dedication, freedom from potential conflicts of interest and such other relevant factors that the Committee considers appropriate to enhance the board’s ability to manage and direct the affairs and business of the Company, including individuals who enhance the ability of committees of the Board to fulfill their duties and to satisfy requirements imposed by applicable law, regulation or NYSE listing requirements.

The Nominating and Corporate Governance Committee’s top priority in considering director nominations is ensuring that the Board is composed of directors who bring independence, diverse viewpoints and perspectives, exhibit a variety of skills, professional experience and backgrounds, and the ability to effectively represent the long-term interests of our shareholders. We do not have a formal policy with regard to the consideration of diversity in identifying director-nominees, but the Nominating and Corporate Governance Committee strives to nominate diverse candidates for membership on the Board when it has a vacancy to fill and includes diversity as a specific factor when conducting searches for candidates.

The Nominating and Corporate Governance Committee assesses its achievement of diversity through the review of the Board’s composition as part of the Board’s annual self-assessment process.

2020 Proxy Statement		7

The Board strives to maintain an appropriate balance of tenure, turnover, diversity and skills among directors. The Board believes that there are significant benefits from the valuable experience and familiarity with the Company and its people and processes that longer-tenured directors bring, as well as significant benefits from the fresh perspective and ideas brought by new directors.

The Nominating and Corporate Governance Committee assists in identifying, recruiting and, if appropriate, interviewing candidates to fill positions on the Board. The Nominating and Corporate Governance Committee may identify director candidates through a variety of sources including through independent search firms, personal references, business contacts and our shareholders. Shareholders who wish to recommend candidates may contact the Nominating and Corporate Governance Committee in the manner described in “Communication with the Board of Directors.” Shareholder nominations must be made according to the procedures required by our Bylaws and described in this Proxy Statement under the heading “Information about Proxy Statement & Voting.” Shareholder-recommended candidates and shareholder nominees whose nominations comply with these procedures and nominees who meet the criteria referred to above will be evaluated by the Nominating and Corporate Governance Committee in the same manner as other nominees. Biographical information for each candidate for election as a director is evaluated and candidates for election participate in interviews with existing Board members and management. Nominees must meet the requirements of the Company’s Bylaws and the Guidelines.

Board and Committee Evaluation Process

We recognize the critical role that Board and committee evaluations play in ensuring the effective functioning of our Board. Our Board annually evaluates the performance of the Board and its committees. In 2019 this evaluation took the form of a formal self-assessment with respect to the Board’s operations and performance. As part of this process, directors completed questionnaires on various topics related to Board composition, structure, effectiveness and responsibilities, as well as the overall mix of director skills, experience and backgrounds. The Nominating and Corporate Governance Committee and Board each subsequently discussed the questionnaire responses. As set forth in the Guidelines and its charter, the Nominating and Corporate Governance Committee oversaw the Board and committee evaluation process. The results of the self-assessment process for 2019 (conducted in early 2020) confirmed the Board’s belief that the Board and its committees are currently operating effectively.

The Nominating and Corporate Governance Committee has responsibility for reviewing the process periodically and considering whether changes are warranted.

Director Orientation and Continuing Education

As part of New Senior’s director orientation program, new directors participate in one-on-one introductory meetings with members of New Senior’s leadership team. This director orientation familiarizes the directors with our business and strategic plans, significant financial, accounting and risk management issues, human resources matters, our compliance programs and other controls, policies and procedures. The orientation also addresses Board procedures, our Guidelines and our Board committee charters. Finally, it provides directors with the opportunity to meet with the key members of senior management.

The Company also endeavors to provide ongoing director education opportunities throughout the year. We intend to periodically hold a Board meeting at one of the Company’s properties in order to increase the Board’s understanding of the Company’s assets, operations and overall business. Our leadership team also presents topics throughout the year to the Board in order to increase directors’ understanding of the Company’s business operations, strategies, risks and opportunities.

Directors may enroll in external director continuing education programs at New Senior’s expense on topics relevant to their service on our Board in order to provide a forum for them to maintain their insight into leading governance practices, exchange ideas with peers and keep current their skills and understanding of their duties as directors.

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Leadership Structure

The Company does not have a policy to separate the roles of Chief Executive Officer and Chairman of the Board of Directors. The Board believes that this is a matter that should be discussed and determined by the Board from time to time and that each of the possible leadership structures for a board of directors has its particular pros and cons, which must be considered in the context of the specific circumstances, giving due consideration to the individuals involved, the culture and performance of the Company, the needs of the business, fulfillment of the duties of the Board and the best interests of the shareholders. Although the Board may determine to combine the roles of Chairman and Chief Executive Officer in the future, since the Company’s spin-off in 2014 the Board has determined that having separate individuals hold the Chairman and Chief Executive Officer positions is the right leadership structure for the Board.

Mr. Savage, one of our independent directors, has served as the Chairman of the Board of Directors since January 2019. Our current Chief Executive Officer, Ms. Givens, also serves as a director, a structure that permits her to focus on the management of the Company’s day-to-day operations while still fostering communication between the Company’s management and the Board of Directors. This structure allows our independent Chairman to focus on leading the Board in its responsibilities. As part of these responsibilities, the Chairman presides over the Board’s executive sessions. For additional information, see “Executive Sessions of Non-Management Directors.”

Shareholder Engagement

We value the views of our shareholders and other stakeholders, and the input that we receive from them is a key input to our corporate governance practices. Our engagement program is management led and overseen by the Board. Management conducted its first formal engagement program in 2019 by contacting shareholders representing over 40% of the Company’s outstanding shares and offering the time to discuss various topics and to hear shareholder concerns.

Our discussions with shareholders can cover a wide range of topics, including financial and operating performance, strategy, capital allocation, corporate governance, executive compensation, social, safety, environmental and other issues. We believe that it is important for the Board and management to understand shareholders’ views and concerns so that we are better able to address issues that matter to our shareholders and to seek input in order to provide perspective on Company policies and practices. We gain valuable feedback from this type of engagement and the feedback is shared with the Board and its relevant committees. Our discussions with shareholders and with ISS in 2019 included hearing their views on our corporate governance practices and historical, executive compensation disclosures and describing the steps that the Company is taking to address those issues, many of which are addressed in this Proxy Statement, including the various proposals to amend our Certificate of Incorporation and Bylaws, the extensive steps the Company has taken to bring its governance practices more in line with shareholder expectations (see above, “Corporate Governance and Related Matters—Governance Review and Evaluation”), executive compensation disclosures reflecting the Internalization and say-on-pay and say-on-frequency proposals.

We encourage our shareholders to continue to engage with us and let us know your feelings about New Senior or to bring any matters to our attention that you would like to discuss. We encourage our registered shareholders to use the space provided on the proxy card and vote again;

The Board of Directors has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The Board also formed an Investment Committee during 2019. The following table summarizes the current membership of each Committee:

Board and Committee Roles in Oversight of Risk

The Company’s risk management is overseen by the Chief Executive Officer, who receives reports directly from other officers and individuals who perform services for the Company. Material risks are identified and prioritized by management, and material risks are periodically discussed with the Board of Directors. The Board of Directors regularly reviews information regarding the Company’s credit, liquidity and operations, including risks and contingencies associated with each area. In addition to the formal compliance program, the Board of Directors encourages management to promote a corporate culture that incorporates risk management into the Company’s corporate strategy and day-to-day business operations.

As part of the Board’s oversight and risk management responsibilities, the Board monitors management’s efforts to identify, prioritize and manage potentially significant risks to our operations. The Board receives regular reports from management regarding material risks to the Company’s business. Recently, with various rapidly evolving risks presented by COVID-19, the Board has been receiving regular updates from management, through telephonic meetings of the Board and other communications between regularly scheduled Board meetings. These reports and updates address a host of areas, including measures that we and others are considering or have adopted to address the transmission of COVID-19, the potential financial impacts of the pandemic, appropriate communications with stakeholders, business continuity and the safety of the Company’s employees and other matters.

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The various Board committees also participate in oversight of the Company’s risk management efforts and report to the full Board for consideration and action when appropriate, as summarized in the table below.

2020 Proxy Statement		11

Overview of Standing Committees

The charters of each of the three standing committees of the Board (Audit, Compensation and Nominating and Corporate Governance) conform with applicable NYSE listing standards, and each of these committees reviews its charter at least annually, and as regulatory developments and business circumstances warrant. Each of the committees considers revisions to their respective charters from time to time to reflect evolving best practices. The descriptions below of the roles and responsibilities of each of the committees of the Board is qualified by reference to the complete committee charters, which are available on our website at www.newseniorinv.com.

Audit Committee

The Audit Committee has established policies and procedures for the pre-approval of all services by our independent registered public accounting firm. The Audit Committee also has established procedures for the receipt, retention and treatment, on a confidential basis, of complaints received regarding accounting, internal controls and auditing matters. Additional details on the role of the Audit Committee may be found in “Proposal No. 2, Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm” later in this Proxy Statement.

The Board of Directors has determined that each member of the Audit Committee is financially literate and independent, as defined by the SEC rules and the NYSE’s listing standards, as well as independent under the Guidelines. The Board of Directors has identified Mr. McFarland as an “Audit Committee Financial Expert” as defined by SEC rules. The Board of Directors has also determined that Mr. McFarland’s simultaneous service on the audit committees of Brookfield Investment Funds, Inc., New America High Income Fund, Inc. and Drive Shack Inc. would not impair his ability to effectively serve on our Audit Committee, as evidenced by his exemplary attendance record at committee meetings and his meaningful contributions to the committee’s operations. The Board of Directors has evaluated the performance of the Audit Committee consistent with regulatory requirements.

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Compensation Committee

The Board of Directors has determined that each member of the Compensation Committee is independent, as defined by SEC rules and the NYSE’s listing standards, as well as independent under the Guidelines. In addition, each committee member is a “non-employee director” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board of Directors has evaluated the performance of the Compensation Committee consistent with regulatory requirements.

As stated above, in addition to its responsibilities related to executive compensation, the Compensation Committee also evaluates the compensation program for the non-management directors and makes recommendations to the Board regarding their compensation. The Compensation Committee has retained FPL Associates LLP (“FPL”) as its independent consultant for this purpose. FPL’s responsibilities include providing market comparison data on non-management director compensation at peer companies, tracking trends in non-management director compensation practices, and advising the Compensation Committee regarding the components and levels of non-management director compensation. Executive officers do not play any role in either determining or recommending non-management director compensation. The Compensation Committee, with the assistance of FPL, reviewed director compensation in 2019 and amended the compensation program to require that a significant portion of director compensation be paid in equity, rather than all director compensation being paid in cash (see “2019 Non-Management Director Compensation—Director Compensation Program” for a discussion of the changes to the director compensation program). The Compensation Committee is not aware of any conflict of interest on the part of FPL arising from these services or any other factor that would impair FPL’s independence.

None of the members of the Compensation Committee during 2019 or as of the date of this Proxy Statement have been an officer or employee of the Company and no executive officer of the Company served on the compensation committee or board of any company that employed any member of our Annual Report on the Investor Relations sectionCompensation Committee or Board of Directors.

2020 Proxy Statement		13

Nominating and Corporate Governance Committee

The Board of Directors has determined that each member of the New Senior website (www.newseniorinv.com).

Voting Results

Broadridge Financial Solutions, Inc., ourNominating and Corporate Governance Committee is independent, tabulating agent, will countas defined by SEC rules and the votes and actNYSE’s listing standards, as well as independent under the InspectorGuidelines. The Board of Election. We will publishDirectors has evaluated the voting results in a Current Report on Form8-K, which will be filed with the SEC within four business daysperformance of the Annual Meeting.Nominating and Corporate Governance Committee consistent with regulatory requirements.

ConfidentialityExecutive Sessions of VotingDirectors

We keep all proxies, ballots and voting tabulations confidential as a matter of practice. We permit only our Inspector of Election, Broadridge Financial Solutions, Inc., to examine these documents.

RecommendationsAgendas for meetings of the Board of Directors include regularly scheduled executive sessions led by the Board’s non-executive Chairman for the independent directors to meet without management present. In addition, Board members have access to our employees outside of Board meetings, and the Board encourages directors to visit different Company properties whenever possible, either as part of a regularly scheduled Board meeting or otherwise.

Director Independence

The Board of Directors, recommendsthrough the Nominating and Corporate Governance Committee, conducts an annual review of the independence of its members. With the assistance of legal counsel to the Company, the Nominating and Corporate Governance Committee has reviewed the applicable standards for Board and committee member independence, as well as the standards established by the Guidelines. On the basis of its review, the Nominating and Corporate Governance Committee has delivered a vote:report to the full Board of Directors, and the Board has made its independence determinations based upon the committee’s report and the supporting information.

The Board has determined that all of the current directors, other than Ms. Givens, due to her position as Chief Executive Officer, satisfy the independence standards of NYSE and do not have any direct or indirect material relationship with the Company. In addition, the Board has determined that the current members of the Audit Committee and of the Compensation Committee meet the applicable SEC and NYSE listing standard independence requirements with respect to membership on such committees.

	(i)
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Code of Business Conduct and Ethics

The Board of Directors has adopted a Code of Business Conduct and Ethics that applies to each of our directors and officers, including our principal executive officer and principal financial officer, as well as all other employees. The purpose of the Code of Business Conduct and Ethics is to promote, among other things, honest and ethical conduct, full, fair, accurate, timely and understandable disclosure in public communications and reports and documents that the Company files with, or submits to, the SEC, compliance with applicable governmental laws, rules and regulations, accountability for adherence to the code and the reporting of violations thereof.

The Company also has adopted a Code of Ethics for Senior Officers which sets forth specific policies to guide the Company’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer in the performance of their duties. This code supplements the Code of Business Conduct and Ethics described above.

The Code of Business Conduct and Ethics and Code of Ethics for Senior Officers are available on our website. The Company intends to disclose any changes in or waivers from either code applicable to the Company’s executive officers or directors by posting such information on our website.

The Company has established a confidential ethics phone line and email address to respond to employees’ questions and reports of ethical concerns. Also, the Audit Committee has established a policy with procedures to receive, retain and treat complaints received by the Company regarding accounting, internal controls or auditing matters, and to allow for the confidential, anonymous submission by employees of concerns regarding accounting or auditing matters.

Communication with the Board of Directors

The Company encourages shareholders and other interested parties to communicate with our directors. You can contact our Board of Directors to provide comments, to report concerns, or to ask a question, at the following address:

New Senior Investment Group Inc.

Corporate Secretary

55 West 46th Street, Suite 2204

New York, New York 10036

Shareholders may contact any of our directors (including the non-executive Chairman), a committee of the Board, the Board’s non-management directors as a group, or the Board as a whole, at the address above or at the following email address:ir@newseniorinv.com.

All communications received that are not in the nature of advertising, promotions of a product or service or patently offensive material will be forwarded promptly to the addressee. Junk mail, advertisements, product inquiries or complaints, resumes, spam and surveys are not forwarded to the Board. In the case of communications to the Board or any group or committee of directors, sufficient copies of the contents will be made for each director who is a member of the group or committee to which the envelope or e-mail is addressed. Concerns relating to accounting, internal controls or auditing matters are brought to the attention of the Chairman of the Audit Committee and handled in accordance with procedures established by the Audit Committee with respect to such matters.

Certain Relationships and Related Party Transactions

REVIEWOF TRANSACTIONSWITH RELATED PERSONS

SEC rules define “transactions with related persons” to include any transaction in which the Company is a participant, the amount involved exceeds $120,000, and in which any “related person” has a direct or indirect material interest. A “related person” includes an executive officer, director or nominee for director of the Company, a beneficial owner of more than 5% of any class of our voting securities or an immediate family member of any of the foregoing. The Company has adopted a written Related Party Transactions Policy, which outlines procedures for approving transactions with related persons. The Nominating and Corporate Governance Committee reviews and approves or ratifies such transactions pursuant to the procedures outlined

2020 Proxy Statement		15

in this policy. In determining whether to approve or ratify a transaction with a related person, the Nominating and Corporate Governance Committee will take into account, among other factors, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. The policy provides standing pre-approval for certain types of transactions that the Nominating and Corporate Governance Committee has reviewed and determined shall be deemed pre-approved.

CERTAIN RELATIONSHIPSAND TRANSACTIONSWITH RELATED PERSONS

No reportable transactions with related persons have occurred during 2019, or are currently proposed.

HISTORYOF NEW SENIOR

Until January 1, 2019, we were externally managed and advised by an affiliate of Fortress Investment Group LLC (the “Former Manager”). On November 19, 2018, we entered into definitive agreements with the Former Manager to internalize our management, effective January 1, 2019. Prior to the Internalization, we did not have any employees, and the individuals who provided services to us were employed by the Former Manager at the time. In connection with the Internalization, we hired 16 employees previously employed by the Former Manager, including certain of our executive officers. In connection with the Internalization, we also entered into a transition services agreement (which has now expired) with the Former Manager to continue to provide certain services for a transition period.

		16		2020 Proxy Statement

Corporate Responsibility and Sustainability

The Board understands that sustainability is a key focus for today’s investors and takes investor feedback on sustainability seriously. We believe that corporate responsibility and sustainability play an important role in our business and operating strategies and long-term value creation for our shareholders, customers and employees. We utilized our shareholder engagement discussions as an opportunity to better understand our shareholders’ priorities and expectations regarding environmental, social, and governance factors. In light of the feedback that we received, we are evaluating which of these pose the most material risks to the Company and create the strongest opportunities to enhance our bottom line and sustain long-term financial value. We recognize that sustainability practices require transparency and accountability and we are also evaluating our ability to provide reporting in this area. Given that we are a real estate business, to date we have been focused on a few key areas of sustainability, namely:

(iv)

FOR the approval of amendments to our Certificate of Incorporation and Bylaws to eliminate certain provisions that are no longer applicable; and

PROPOSAL NO. 1    EL

ELECTIONECTION OF DIRECTORS

The first proposal is to elect threetwo Class IIIII directors to serve until the 20222023 annual meeting of stockholdersshareholders and until their respective successors are duly elected and qualified.

Our Certificate of Incorporation authorizes the number of directors to be not less than one, nor more than fifteen. The number of directors on the boardBoard is currently fixed at seven. Our Board of Directors is divided into three classes. The members of each class of directors serve staggered three-year terms.

Our current Board of Directors is classified as follows:

Class		Term Expiration		Director		Age
Class I		2021		Virgis W. Colbert		79
				Cassia van der Hoof Holstein		43
Class II		2019		Susan Givens		42
				Michael D. Malone		65
				David H. Milner		51
Class III		2020		Stuart A. McFarland		72
				Robert Savage		51

Class		Term Expiration				Director
Class I			2022			Susan L. Givens Michael D. Malone David H. Milner
Class II			2021			Virgis W. Colbert Cassia van der Hoof Holstein
Class III			2020			Stuart A. McFarland Robert F. Savage

The Board of Directors has unanimously proposed Susan Givens, Michael D. MaloneStuart A. McFarland and David H. MilnerRobert F. Savage as nominees for election as Class IIIII directors. The director-nomineesnominees currently serve on our Board of Directors. If elected at the Annual Meeting, each of Ms. Givens, Mr. MaloneMcFarland and Mr. MilnerSavage will hold office until the 20222023 annual meeting of stockholdersshareholders and until their successors are duly elected and qualified, subject to earlier retirement, resignation or removal. Unless otherwise instructed, we

The two nominees for election to the Board in 2020 have agreed to serve if elected, and management has no reason to believe that such nominees will vote all proxies we receiveFOR Susan Givens, Michael D. Malone and David H. Milner. Ifbe unavailable to serve. In the event that any of the nominees becomeis unable or declines to stand for electionserve as a director an event that ourat the time of the Annual Meeting, then the persons named as proxies may vote for a substitute nominee chosen by the present Board to fill the vacancy. Alternatively, the Board may reduce the size of the Board of Directors does not presently expect,Directors. The individuals named as proxies in the proxy will be voted for a replacement nominee if one is designated by our Board of Directors.

The Board of Directors recommends that youcard intend to voteFOR the election of Ms. Givens, Mr. Maloneeach of Stuart A. McFarland and Mr. Milner to serve as our Class  II directors until the 2022 annual meeting of the stockholders and until their successors are duly elected and qualified.Robert F. Savage.

		18		2020 Proxy Statement

Information Concerning Our Directors, Including the Director Nominees

Set forth below isThe principal occupation and certain biographicalother information for our directors, including the director nominees, as well as the month and year each person was first elected as one of our directors.

Each of our directors was selected because of the knowledge, experience, skill, expertise and diversity the director contributes to the Board of Directors as a whole. Our directors have extensive familiarity with our business and experience from senior positions in large, complex organizations. In these positions, they gained core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, risk management, and leadership development. The Nominating and Corporate Governance Committee believes that each of the directors also has key attributes that are important to an effective Board of Directors: integrity and demonstrated high ethical standards; sound judgment; analytical skills; the ability to engage management and each other in a constructive and collaborative fashion; diversity of origin, background, experience, and thought; and the commitment to devote significant time and energy to serveis set forth on the Board of Directors and its committees.

following pages.

Class III Director Nominees

Stuart A. McFarland Independent Director Age: 72 Director since: 2014 Committees     Audit (Chair)     Compensation				Background: Mr. McFarland has served as a member of our Board of Directors and the Chairman of the Audit Committee since October 2014. Mr. McFarland is a Managing Partner of Federal City Capital Advisors, LLC, where he worked since 1997, which is now a dormant entity. Mr. McFarland was Chairman of Federal City Bancorp, Inc. from 2005 to 2007 and President and Chief Executive Officer of Pedestal Inc., an internet secondary mortgage market trading exchange, from 1997 to 2001. Prior to these positions, Mr. McFarland held various executive roles at GE Capital, Skyline Financial Services Corp. and National Permanent Federal Savings Bank in Washington, D.C. Earlier in his career Mr. McFarland was Executive Vice President—Operations and Chief Financial Officer with Fannie Mae (Federal National Mortgage Association) and President and Director of Ticor Mortgage Insurance Company. Mr. McFarland has served as director of Drive Shack Inc. since October 2002 (and its predecessor Newcastle Investment from 1998 until 2002) and as chairman of its audit committee and a member of its nominating and corporate governance committee and compensation committee since November 2002. In addition, Mr. McFarland currently serves as a Director of the Brookfield Investment Funds and the New America High Income Fund, Inc. and as a member of the audit committee of each company. Mr. McFarland also serves as a Director and Member of the Executive Committee of the Center for Housing Policy and is a member of the Trustees Council of The National Building Museum. Mr. McFarland is a member of the Board of Directors of Steward Partners Holdings, LLC, the holding company for Steward Partners Global Advisory, a private financial services firm, since January 2018.
				Board Skills and Qualifications:Mr. McFarland’s executive leadership at global financial services firms and his public company board experience led our Board of Directors to conclude that he should serve as a director.

2020 Proxy Statement		19

CONTINUING DIRECTORS

Class I Directors (terms expire 2022)

		20		2020 Proxy Statement

Class II Directors (whose terms expire 2021)

Michael D. Malone Director since October 2014					Mr. Malone has served as a member of our Board of Directors since October 2014. Mr. Malone was appointed to the board of directors of Walker & Dunlop, Inc., a real estate financial services company, in November 2012 and serves as a member of the audit and compensation committees. Mr. Malone has served as a director of Mr. Cooper Group since 2012 and serves as chair of the nominating and corporate governance committee and member of the audit and compensation committees. From January 2008 until June 2013, Mr. Malone served as a director and a member of the compensation committee and the audit committee of Morgans Hotel Group Co. From February 2008 until February 2012, he served as a Managing Director of Fortress Investment Group LLC, where he was in charge of the Charlotte, North Carolina office and responsible for the business of the capital formation group in the southeast and southwest regions of the United States. Mr. Malone retired from Bank of America in November 2007, after nearly 24 years of service as Senior Executive Banker and Managing Director. Over those years Mr. Malone worked in and ran a number of investment banking businesses for the bank and its subsidiary, Banc of America Securities LLC, including real estate, gaming, lodging, leisure and the financial sponsors businesses. These factors and his other qualifications and skills, led our Board of Directors to conclude that Mr. Malone should serve as a director.
Stuart A. McFarland Director since October 2014		Mr. McFarland has served as a member of our Board of Directors and the Chairman of the Audit Committee since October 2014. Mr. McFarland is a Managing Partner of Federal City Capital Advisors, LLC, where he worked since 1997, which is now dormant. Mr. McFarland was Chairman of Federal City Bancorp, Inc. from 2005 - 2007 and President and Chief Executive Officer of Pedestal Inc., an internet secondary mortgage market trading exchange, from 1997 - 2001. Mr. McFarland was Executive Vice President and General Manager of GE Capital Mortgage Services and President and CEO of GE Capital Asset Management Corporation from 1990 to 1995. Prior to GE Capital, Mr. McFarland was President and CEO of Skyline Financial Services Corp. from 1988 – 1990. Before joining Skyline, Mr. McFarland was President and CEO of National Permanent Federal Savings Bank in Washington, D.C. from 1986 – 1987. From 1981–1986, Mr. McFarland was Executive Vice President—Operations and Chief Financial Officer with Fannie Mae (Federal National Mortgage Association). From 1972 to 1981, he was President and Director of Ticor Mortgage Insurance Company in Los Angeles, California. Mr. McFarland has served as director of Drive Shack Inc. since October 2002 and as chairman of the audit committee and a member of the nominating and corporate governance committee and compensation committee of its board of directors since November 2002. Mr. McFarland was a director of Newcastle Investment Holdings LLC (the predecessor of Drive Shack Inc.) from May 1998 until October 2002. Mr. McFarland serves as a Director of the Brookfield Investment Funds and the New America High Income Fund, Inc. and as a member of the audit committee of each company. From 2003 – 2013, Mr. McFarland served as a Director and the Lead Independent Director of the Brandywine Funds. Mr. McFarland also serves as a Director and Member of the Executive Committee of the Center for Housing Policy and is a member of the Trustees Council of The National Building Museum. Mr. McFarland is a member of the Board of Directors of Steward Partners Holdings, LLC, the holding company for Steward Partners Global Advisory, a private financial services firm, since January 2018. These factors and his other qualifications and skills, led our Board of Directors to conclude that Mr. McFarland should serve as a director.

David H. Milner Director since March 2018		Mr. Milner has served as a member of our Board of Directors since March 2018. Mr. Milner has served as the Chief Executive Officer of NuGen Capital Management since he founded the company in 2009. Mr. Milner is responsible for the strategic direction and capital allocation of the NuGen platform. NuGen owns and operates large scale solar projects and energy storage systems and has acquired significant land and real estate holdings. Over the past 20 years, Mr. Milner founded, operated and exited from successful investment companies and businesses in energy and real estate. Our Board concluded that he should serve as a director in light of his investment and management experience.
Cassia van der Hoof Holstein   Independent Director Age:43 Director since October since:2014 Committees     Compensation     Governance				Background:Ms. van der Hoof Holstein has served as a member of our Board of Directors since October 2014. Ms. van der Hoof Holstein is a Fellow ofthe Director, Global Health Equity, at the Emerson Collective, an organization dedicated to promoting social justice initiatives.initiatives, where she has worked since 2017. She servesis also a Senior Advisor to the Center for Innovation in Global Health at the Stanford University School of Medicine. She has served on the Board of Directors of PIVOT since 2015, a global healthnon-profit working in Madagascar, the Board of Directors of Agile Global Health (formerly known as A&K Global Health LLC), a private global healthcare management company providing medical travel services and supplies, and she chairs the Board of Directors of Plus 1, on which she’s served since 2013, which connects recording artists, their audiences, and pragmatic social justice efforts. She also serves on the Advisory Board of COPE, a community-based global health delivery project in the Navajo Nation, and on the Board of Trustees of Partners In Health. Previously, Ms. van der Hoof Holstein was Chief of Staff to Dr. Paul Farmer and Chief Partnership Integration Officer for Partners In Health, where she worked from 2009 until June 2017. From 2011-2017,2011 to 2017, she was also Associate Director of the Global Health Delivery Partnership for the Department of Global Health and Social Medicine at Harvard Medical School. With Abbey Gardner, she edited Haiti After the Earthquake, published in 2012. Previously, Ms. van der Hoof Holstein was the Director of Rural Health at the Clinton HIV/AIDS Initiative (CHAI), where she worked from 2002 to 2008; Executive Producer at E*TRADE Financial, where she worked from 2000 to 2002; and aco-founder of ClearStation.com in 1999. Ms. van der Hoof Holstein studied Literature at Harvard, and was honored to get her start in global healthserved in the Poverty Issues office of the Senate Committee on Labor and Human Resources in 1993, then chaired by the late Senator Edward M. Kennedy, in 1993. As a result ofKennedy.
			Board Skills and Qualifications: Ms. vanVan der Hoof Holstein’s wide-ranging experience in and broad knowledge of the health carehealthcare industry led our Board of Directors concludedto conclude that Ms. van der Hoof Holsteinshe should serve as a director.

		22		2020 Proxy Statement

Compensation of DirectorsPROPOSAL NO. 2    RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The total annual compensation generally payable to ournon-employeeINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM directors is $150,000. In addition, we pay an annual fee to

Ernst & Young LLP, independent registered public accountants, served as the chair ofindependent registered public accounting firm for us and our subsidiaries for the fiscal year ended December 31, 2019 and has been our independent registered public accounting firm since the Company became a public company in 2014. The Audit Committee of $10,000. In addition, Messrs. Savage and Milner were each paid $300,000 in respect of their services on the special committee of independent directors that was formed to conduct a strategic review. Fees to independent directors may be made by issuance of common stock, based on the value of such common stock at the date of issuance, rather than in cash, provided that any such issuance does not prevent such director from being determined to be independent and such shares are granted pursuant to a stockholder-approved plan or the issuance is otherwise exempt from NYSE listing requirements. Each independent director also received an initial one time grant of fully vested options relating to 5,000 shares of our common stock under our Plan upon the date of the first meeting of our Board of Directors attended by such director. Affiliated directors are not separately compensated by us. All members of the Board of Directors are reimbursedhas appointed Ernst & Young LLP to be our independent registered public accounting firm for reasonable coststhe fiscal year ending December 31, 2019, and expenses incurred in attending meetings of our Board of Directors.

Director Compensation Table for 2018

Name		Fees Earned or Paid in Cash				Stock Awards(1)				Option Awards(2)				Total
Virgis W. Colbert		$	150,000			$	—			$	—			$	150,000
Michael D. Malone		$	150,000			$	—			$	—			$	150,000
Stuart A. McFarland		$	160,000			$	—			$	—			$	160,000
Robert Savage		$	175,000			$	275,00			$	—			$	450,000
Cassia van der Hoof Holstein		$	150,000			$	—			$	—			$	150,000
David H. Milner		$	422,238			$	—			$	3,127	(3)		$	425,365

(1)	Mr. Savage elected to receive a total of $275,000 of his total annual compensation in the form of shares of common stock.

(2)	As of December 31, 2018, each of ournon-employee directors held 5,000 fully vested options.

(3)

Mr. Milner received aone-time grant of fully vested options relating to 5,000 shares of our common stock under our Plan on March 26, 2018. The amount listed in the column for Mr. Milner represents the grant date fair value of that option grant computed in accordance with FASB ASC Topic 718. For more information, please see note 13 to our audited consolidated financial statements included in our Annual Report on Form10-K for the year ended December 31, 2018.

Determination of Director Independence

At least a majorityhas further directed that the selection of the directors serving onindependent registered public accounting firm be submitted for approval by the Boardshareholders at the Annual Meeting.

Representatives of Directors must be independent. For a director to be considered independent, our Board of Directors must determine that the director does not have any direct or indirect material relationship with the Company, provided that any relationship approved or ratified pursuant to the Company’s Policy and Procedures with Respect to Related Person Transactions shall be deemed immaterial for the purposes of this review. The Board of Directors has established categorical standards to assist it in determining director independence, which conform to the independence requirements under the NYSE listing rules. Under the categorical standards, a directorErnst & Young LLP will be independent unless:present in person at the Annual Meeting, will be given the opportunity to make a statement, if they so desire, and will be available to respond to appropriate questions from shareholders.

 

	(a)
		withinThe Board of Directors recommends that you voteFOR the preceding three years: (i) the director was employed by the Company; (ii) an immediate family memberratification of the director was employed by the Companyappointment of Ernst & Young LLP as an executive officer; (iii) the director or an immediate family member of the director received more than $120,000 per year in direct compensation from the Company (other than director or committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent on continued service)); (iv) the director was employed by or affiliated with the independent registered public accounting firm of the Company; (v) an immediate family member of the director was employed by the independent registered public accounting firm offor the Company as a partner, principal or manager; or (vi) an executive officer of the Company was on the compensation committee of a company which employed the director, or which employed an immediate family member of the director as an executive officer; or

(b)

he or she is an executive officer of another company that does business with the Company and the annual sales to, or purchases from, the Company is the greater of $1 million, or two percent of such other company’s consolidated gross annual revenues.for fiscal year 2020.

Whether directors meet these categorical independence tests will be reviewed and will be made public annually prior to our annual meeting of stockholders. The Board of Directors may determine, in its discretion, that a director is not independent notwithstanding qualification under the categorical standards. The Board of Directors has determined that each of Messrs. Colbert, Malone, McFarland, Milner and Savage and Ms. van der Hoof Holstein is independent for purposes of NYSE Rule 303A and that each such director has no material relationshipPRINCIPAL ACCOUNTANT FEESAND SERVICES

In connection with the Company. In making such determination, the Board of Directors took into consideration, (i) with respect to Mr. Malone, that he is a director of Mr. Cooper Group, which is majority owned by private equity funds managed by FIG LLC, our former manager, and where he serves as chairaudit of the nominating2019 consolidated financial statements, the Company entered into an engagement letter with Ernst & Young LLP which set forth the terms by which Ernst & Young LLP has performed audit services for the Company.

The following summarizes Ernst & Young LLP’s fees for professional services rendered in 2019 and corporate governance committee2018:

Year		Audit Fees				Audit-Related Fees		Tax Fees				All Other Fees		Total
2019		$	1,840,081			$—		$	587,852			$—		$	2,427,933
2018		$	1,910,763			$—		$	518,377			$—		$	2,429,140

Audit Fees. Includes fees and memberrelated out-of-pocket expenses for the audit services associated with the annual audit of the audit committee and compensation committee, and that he was an employee of Fortress from 2008 until 2012, (ii) with respect to Ms. van der Hoof Holstein, that Mr. Edens has made charitable contributions to an organization at which she was previously employed and of which she is now a trustee, and (iii) that certain directors have invested in the securities of private investment funds or companies managed by or affiliated with our former manager.

Statement on Corporate Governance

We emphasize the importance of professional business conduct and ethics through our corporate governance initiatives. Our Board of Directors consists of a majority of independent directors (in accordance with the rulesconsolidated financial statements of the NYSE). Our Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee are each composed entirelyCompany, including the audit of independent directors.

We have adopted Corporate Governance Guidelines and a Codeinternal control over financial reporting, the review of Business Conduct and Ethics, which delineate our standards for our directors, officers and all other employees. We make available, free of charge through a link on our website, our annual reports on Form10-K,the Company’s quarterly reports on Form10-Q, current reports on Form8-K, consents and amendments to such reports, if any, asassistance with and the review of documents filed with the SEC as soon as reasonably practicable after such filing. Our site also contains our CodeSEC.

Audit-Related Fees. None.

Tax Fees. Includes fees for tax services and related out-of-pocket expenses associated with tax compliance, including the preparation, review and filing of Business Conductfederal, state and Ethics, Code of Ethics for Principal Executive Officerslocal income tax returns, tax due diligence, transfer pricing and Senior Financial Officers, Corporate Governance Guidelines,related benchmarking analyses, and the charters of thetax advice.

All Other Fees. None.

The Audit Committee Nominating and Corporate Governance Committee and Compensation Committee of our Board of Directors. Our website address is www.newseniorinv.com. You may also obtain these documentshas considered all services provided by writing the Company at 55 West 46th Street, Suite 2204, New York, New York 10036, Attention: Investor Relations.

As mentioned above, the Board of Directors has adopted a Code of Business Conduct and Ethics, which is available on our website, that applies to each of our directors and officers, including our principal executive officer and principal financial officer, all other employees. The purpose of the Code of Business Conduct and Ethics is to promote, among other things, honest and ethical conduct, full, fair, accurate, timely and understandable disclosure in public communications and reports and documents that the Company files with, or submits to, the SEC, compliance with applicable governmental laws, rules and regulations, accountability for adherence to the code and the reporting of violations thereof.

The Company has also adopted a Code of Ethics for Principal Executive Officers and Senior Financial Officers, which is available on our website and which sets forth specific policies to guide the Company’s senior officers in the performance of their duties. This code supplements the Code of Business Conduct and Ethics described above. The Company intends to disclose any changes in or waivers from either code applicable to the Company’s executive officers or directors by posting such information on our website.

The Company does not have a policy to separate the roles of Chief Executive Officer and Chairman of the Board of Directors, as the Board of Directors believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the Board. Mr. Savage has served as the Chairman of the Board of Directors since January 2019. Our current Chief Executive Officer, Ms. Givens, also serves as a director, a structure that permits her to focus on the management of the Company’sday-to-day operations while still fostering communication between the Company’s management and the Board of Directors. The Company does not have a lead independent director; however, an independent director presides over the executive sessions. For additional information, see “Executive Sessions ofNon-Management Directors.”

Board and Committee Meetings

During the year ended December 31, 2018, our Board of Directors held 12 meetings. No director attended fewer than 75 percent of all meetings of our Board of Directors and the committees on which such director served. The Board of Directors has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. During 2018, the Audit Committee met five times, the Compensation Committee met once and the Nominating and Corporate Governance Committee met twice. In 2018, the Board of Directors also established a special committee of independent directors to conduct a strategic review. Although director attendance at the Company’s annual meeting each year is encouraged, the Company does not have an attendance policy. None of our directors attended the 2018 annual meeting.

Audit Committee. Our Board of Directors has a standing Audit Committee composed entirely of independent directors. The current members of the Audit Committee are Messrs. Colbert, Malone and McFarland (Chairman), each of whom has been determined by our Board of Directors to be independent in accordance with the rules of the NYSE and the SEC’s audit committee independence standards. The purpose of the Audit Committee is to provide assistance to the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting, internal control and legal compliance functions of the Company and its subsidiaries, including, without limitation, assisting the board’s oversight of (a) the integrity of the Company’s financial statements; (b) the Company’s compliance with legal and regulatory requirements; (c) the Company’s independent registered public accounting firm’s qualifications and independence; and (d) the performance of the Company’s independent registered public accounting firm to us and concluded this involvement is compatible with maintaining the Company’s internal audit function.auditors’ independence. The Audit Committee is also responsible for appointing the Company’s independent registered public accounting firm and approving the terms of the independent registered public accounting firm’s services. The Audit Committee operates pursuant to a charter, which is available on our website, www.newseniorinv.com. You may also obtain the charter by writing the Company at 55 West 46th Street, Suite 2204, New York, New York 10036, Attention: Investor Relations.

The Board of Directors has determined that Mr. McFarland qualifies as an “Audit Committee Financial Expert” as defined by the rules of the SEC. The Board of Directors has also determined that Mr. McFarland’s simultaneous service on the audit committees of Brookfield Investment Funds, Inc., New America High Income Fund, Inc.policies and Drive Shack Inc. would not impair his ability to effectively serve on our Audit Committee. As noted above, our Board of Directors has determined that Mr. McFarland is independent under NYSE and SEC standards.

The Company’s risk management is overseen by the Chief Executive Officer, who receives reports directly from other officers and individuals who perform services for the Company. Material risks are identified and prioritized by management, and material risks are periodically discussed with the Board of Directors. The Board of Directors regularly reviews information regarding the Company’s credit, liquidity and operations, including risks and contingencies associated with each area. In addition to the formal compliance program, the Board of Directors encourages management to promote a corporate culture that incorporates risk management into the Company’s corporate strategy andday-to-day business operations.

Compensation Committee. The members of the Compensation Committee are Messrs. Colbert (Chairman), McFarland and Savage and Ms. van der Hoof Holstein, each of whom has been determined by our Board of Directors to be independent in accordance with the NYSE rules. The Compensation Committee is responsible for administering and approving the grant of awards under any incentive compensation plan, including any equity-based plan, of the Company and making recommendations to the Board of Directors regarding director compensation. The charter of the Compensation Committee is available on our website, at www.newseniorinv.com. You may also obtain the charter by writing the Company at 55 West 46th Street, Suite 2204, New York, New York 10036, Attention: Investor Relations. Pursuant to the terms of our Management Agreement, the Company does not pay any compensation to its executive officers. Each member of the Compensation Committee is a“non-employee director,” as defined under Rule16b-3 under the Exchange Act, and an independent director under the NYSE listing standards.

Nominating and Corporate Governance Committee. Our Board of Directors has a standing Nominating and Corporate Governance Committee composed entirely of independent directors. The current members of the Nominating and Corporate Governance Committee are Messrs. Colbert, Malone (Chairman) and Savage and Ms. van der Hoof Holstein, each of whom has been determined by our Board of Directors to be an independent director in accordance with the NYSE rules. The functions of the Nominating and Corporate Governance Committee include, without limitation, the following: (a) recommending to the board individuals qualified to serve as directors of the Company and on committees of the board; (b) advising the board with respect to board composition, procedures and committees; (c) advising the board with respect to the corporate governance principles applicable to the Company; (d) overseeing and reviewing potential transactions, as directed by the board, under the Company’s Policy and Procedures with Respect to Related Person Transactions; and

(e) overseeing the evaluation of the board. The charter of the Nominating and Corporate Governance Committee is available on our website, at www.newseniorinv.com. You may also obtain the charter by writing the Company at 55 West 46th Street, New York, New York 10036, Attention: Investor Relations.

The Nominating and Corporate Governance Committee assists in identifying, recruiting and, if appropriate, interviewing candidates to fill positions on the Board, including persons suggested by stockholders or others. The Committee may, if it deems appropriate, establish procedures to be followed by stockholders in submitting recommendations for board candidates. In considering candidates submitted by stockholders, the Nominating and Corporate Governance Committee will take into consideration the needs of the Board of Directors and the qualifications of the candidate and may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held.

The Company’s Bylaws provide certain procedures that a stockholder must follow to nominate persons for election torequire the Board of Directors. Nominations for director at an annual stockholder meeting must be submitted in writing to the Company’s Secretary at New Senior Investment Group Inc., 55 West 46th Street, Suite 2204, New York, New York 10036. The Secretary must receive the notice of a stockholder’s intention to introduce a nomination at an annual stockholders’ meeting (together with certain required information set forth in the Company’s Bylaws) within the time frames set forth below under “Advance Notice for Stockholder Nominations and proposals for 2020 Annual Meeting.”

The Nominating and Corporate Governance Committee believes that the qualifications for serving as a director of the Company are, taking into account the following attributes and criteria of candidates: experience, skills, expertise, diversity, personal and professional integrity, business judgment, time availability in light of other commitments, dedication, potential conflicts of interest and such other relevant factors that the Committee considers appropriate to enhance the board’s ability to manage and direct the affairs and business of the Company, including, when applicable, to enhance the ability of committees of the board to fulfill their duties and/or to satisfy any requirements imposed by applicable law, regulation or NYSE listing requirements.

In addition to considering a director-candidate’s background and accomplishments, the process for identifying and evaluating all nominees includes a review of the current composition of the Board of Directors and the evolving needs of our business. The Nominating and Corporate Governance Committee will identify potential nominees by asking current directors and executive officers to notify the Committee if they become aware of suitable candidates. The Nominating and Corporate Governance Committee also may, from time to time, engage firms that specialize in identifying director candidates. As described above, the Committee will also consider candidates recommended by stockholders. Our evaluation of nominees does not necessarily vary depending on whether or not the nominee was nominated by a stockholder. In considering candidates submitted by stockholders, the Nominating and Corporate Governance Committee may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held. We do not have a formal policy with regard to the consideration of diversity in identifying director-nominees, but the Nominating and Corporate Governance Committee strives to nominate individuals with a variety of complementary skills. The Nominating and Corporate Governance Committee assesses its achievement of diversity through the review of the Board’s composition as part of the Board’s annual self-assessment process.

Stockholder Communications with Directors

The Company provides the opportunity for stockholders and interested parties to communicate with our directors. You can contact our Board of Directors to provide comments, to report concerns, or to ask a question, at the following address:

New Senior Investment Group Inc.

Secretary

55 West 46th Street, Suite 2204

New York, New York 10036

Stockholders may contact thenon-management directors (including the director who presides over the executive sessions ofnon-management directors, or thenon-management directors as a group, or any committee as a group) at the address above or at the following email address: ir@newseniorinv.com.

All communications received that are not in the nature of advertising, promotions of a product or service or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board of Directors or any group or committee of directors, sufficient copies of the contents will be made for each director who is a member of the

group or committee to which the envelope ore-mail is addressed. Concerns relating to accounting, internal controls or auditing matters are brought to the attention of the Chairmanapproval of the Audit Committee of all fees paid to, and handledall services performed by, the Company’s independent registered public accounting firm. The Audit Committee approves the proposed services, including the nature, type and scope of services contemplated and the related fees. The fees and services provided as noted in accordance with procedures establishedthe tables above were authorized and approved by the Audit Committee with respect to such matters.

Committee.

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REPORT OF THE AUDIT COMMITTEE REPORT

In accordance with and to the extent permitted by the rules of the SEC, the information contained in the following Report of the Audit Committee Report shall not be incorporated by reference into any of the Company’s future filings made under the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), and shall not be deemed to be “soliciting material” or to be “filed” under the Exchange Act or the Securities Act of 1933, as amended.

The Audit Committee operates under a written charter approved by the Board of Directors, consistent with the corporate governance rules issued by the SEC and the NYSE. The Audit Committee’s charter is available on the Company’s website at www.newseniorinv.com.www.newseniorinv.com. The members of the Audit Committee hold executive sessions during the course of the year.

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. It is not the duty of the Audit Committee to prepare the Company’s financial statements, to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate in accordance with generally accepted accounting principles. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. The Company’s independent registered public accounting firm, Ernst & Young LLP, is responsible for auditing the financial statements and expressing an opinion as to whether those audited financial statements fairly present the financial position, results of operations and cash flows of the Company in conformity with generally accepted accounting principles.

The Audit Committee has reviewed and discussed with management and the independent registered public accounting firmErnst & Young the Company’s internal control over financial reporting, including a review of management’s and the independent registered public accounting firm’sErnst & Young’s assessments of and reports on the effectiveness of internal control over financial reporting and any significant deficiencies or material weaknesses.

TheIn fulfilling its responsibilities, the Audit Committee has reviewed and discussed with management the audited financial statements in the annual report to stockholders.

shareholders. The Audit Committee has discussed with Ernst & Young the independent registered public accounting firm the matters required to be discussed by Auditing Standard 1301, as adopted byapplicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”), other standards of the PCAOB, rules of and the SEC, and other applicable regulations, including the auditor’s independence, the auditor’s judgment as to the quality, not just the acceptability, of the accounting principles, the consistency of their application and the clarity and completeness of the audited financial statements.statements, the scope of the audit, the Company’s critical accounting policies and estimates and the critical audit matter addressed during the audit.

The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firmErnst & Young required by the applicable PCAOB requirements and has discussed with Ernst & Young the independent registered public accounting firm theirfirm’s independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors agreed) that the audited financial statements be included in the annual reportAnnual Report on Form10-K for the year ended December 31, 2018,2019, for filing with the SEC. The Audit Committee and the Board of Directors also have recommended subject to stockholder approval,that shareholders ratify of the selectionappointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2019.2020.

The Audit Committee

Stuart A. McFarland, Chairman

Virgis W. Colbert

Michael D. Malone

Executive Sessions ofNon-Management Directors

Executive sessionsThis report is furnished by the members of thenon-management directors occur during the course of the year.“Non-management directors” include all directors who are not officers or employees of the Company. Thenon-management director presiding at those sessions may rotate from meeting to meeting among the chair of each of the Nominating and Corporate Governance Committee, the Audit Committee and the Compensation Committee, to the extent the director is present at the executive session.Committee.

EXECUTIVE OFFICERS

The following table shows the names and ages of our executive officers and the positions held by each individual. A description of the business experience of each for at least the past five years follows the table.

Virgis W. Colbert		Michael D. Malone
Stuart A. McFarland (Chair)

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PROPOSAL NO. 3    ADVISORY VOTE ON 2019 EXECUTIVE COMPENSATION

In accordance with Section 14A of the Exchange Act and the related SEC rules promulgated thereunder, we are providing our shareholders the opportunity to cast a non-binding advisory vote to approve the 2019 compensation of our named executive officers (“NEOs”) as disclosed in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on the compensation of our NEOs.

As described in the “Compensation Discussion and Analysis” section of these proxy materials, the primary objectives of our executive compensation program are to attract and retain qualified individuals who can help the company achieve its key business objectives and ultimately increase long-term shareholder value. We urge our shareholders to review the Executive Compensation section below and the compensation tables and narrative discussion included therein for more information.

We believe that our executive compensation programs have been effective at promoting the achievement of positive results, appropriately aligning pay and performance, and enabling us to attract and retain very talented executives while at the same time avoiding the encouragement of unnecessary or excessive risk-taking.

For these reasons, the Board recommends a vote in favor of the following resolution:

“RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

As an advisory vote, this proposal is not binding upon us. Notwithstanding the advisory nature of this vote, the Compensation Committee values the opinions expressed by shareholders in their vote on this proposal, and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

The affirmative vote of the holders of a majority of the votes cast by our shareholders in person or represented by proxy and entitled to vote is required to approve this Proposal 3.

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PROPOSAL NO. 4    ADVISORYSAY-ON-FREQUENCY VOTE

In accordance with Section 14A of the Exchange Act and the related SEC rules promulgated thereunder, we are seeking the input of our shareholders on the frequency with which we will hold future say-on-pay votes (commonly known as a “say-on-frequency” vote). In voting on this Proposal 4, shareholders are provided with three choices: shareholders may indicate their preference as to whether future say-on-pay votes should occur every year, every two years or every three years.

After careful consideration, it is the opinion of the Board that an annual advisory shareholder vote on the compensation of our NEOs is the most appropriate option for us because it will allow our shareholders to provide more frequent, direct input on our compensation policies and practices, and the resulting compensation for our NEOs. Shareholders will have the opportunity to consider our most recent compensation decisions in the context of our pay for performance policy and focus on increasing long-term shareholder value, and to provide feedback to us in a timely way. Finally, the Board believes an annual advisory say-on-pay vote promotes corporate transparency.

While the Board recommends that the say-on-frequency vote shall be held annually, shareholders are not voting to approve or disapprove of the Board’s recommendation. Rather, shareholders are being provided with the opportunity to cast an advisory vote through the resolution set forth above. As an advisory vote, the result of the vote is not binding. However, the Board values the opinions of our shareholders in their vote on this matter, and will consider the outcome of the vote when making a determination as to the frequency of future advisory votes to approve executive compensation.

The alternative receiving the greatest number of votes (once every year, two years or three years) will be the resulting recommendation, on an advisory basis, of our shareholders.

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

BUSINESS ENVIRONMENTAND FINANCIAL RESULTS

In 2019 our portfolio performed well overall, exceeding our initial projections. We simplified our management structure, improved our investor communication and demonstrated our capability to operate our business more efficiently and profitably, resulting in strong stock price performance for the year. We achieved the following financial results in 2019:

The following are additional selected highlights from our fiscal 2019 performance:

2019 TOTAL SHAREHOLDER RETURN

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Our total shareholder return (“TSR”) of approximately 101.8% for 2019 ranked us as the best performing public REIT in the MSCI U.S. REIT Index and the FTSE Nareit Equity Health Care Index. The chart below illustrates our TSR performance versus the average TSR for both of these indices.

We have focused above on one-year total return because 2019 was the year that we internalized, and was therefore the first year that we had employees dedicated to providing services to New Senior and operated as a self-managed company.

SAY-ON-PAYAND ENGAGEMENTWITH SHAREHOLDERS

2019 was our first fiscal year following the Internalization and, as a consequence, was the first year in which we had employees who we paid directly. Accordingly, we have not previously disclosed information relating to executive compensation and we are holding our first say-on-pay and frequency of say-on-pay votes at the Annual Meeting. As part of our shareholder engagement and outreach effort we heard support for the inclusion of a say-on-pay proposal and the executive compensation practices that the Company has developed in its first full year as a self-managed company.

COMPENSATION PROGRAM SUMMARY

Competing successfully in our industry requires dedicated, knowledgeable individuals who are committed to delivering outstanding shareholder returns while effectively building relationships across the industry. The Compensation Committee is committed to continuously reviewing New Senior’s compensation practices so that its program is in line with the market, is responsive to concerns of shareholders and takes into account best compensation practices. New Senior’s current executive compensation program has the following key structural features:

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Introduction

NAMED EXECUTIVE OFFICERS

The Compensation Discussion and Analysis that follows provides a description of our compensation program for each of the individuals listed below. We refer to these individuals throughout the Compensation Discussion and Analysis and the tables and narratives that follow as our named executive officers or NEOs. For 2019, our named executive officers were as follows:

Bhairav PatelINTERNALIZATIONis the Executive Vice President of Finance and Accounting since January 2019. Mr. Patel previously served as a Managing Director in Fortress’s Private Equity group. Mr. Patel joined Fortress in 2007 and has served in various capacities within the corporate accounting and finance divisions, including as head of Fortress’s financial planning & analysis group. Prior to joining Fortress in 2007, Mr. Patel served as an accounting manager at GSC Group, a credit-based alternative investment manager. Mr. Patel received a Bachelor’s degree and Master’s degree in Commerce from the University of Mumbai, and is a Certified Public Accountant.

EXECUTIVE AND MANAGER COMPENSATION

Compensation Discussion and Analysis

Introduction

Until January 1, 2019, each individual who served as oneMs. Givens, Mr. Patel and Mr. Smith were employees of our officers was an employee of our former manager or an affiliate of our former manager.Former Manager (see “Corporate Governance and Related Matters–Certain Relationships and Related Party Transactions”). Each of these officers was compensated by our former manager (or the applicable affiliate)Former Manager and did not receive any compensation directly from us. We did not reimburse our former managerFormer Manager or any of its affiliates for the compensation of any of these officers and did not make any decisions regarding their compensation. For a description of our former manager’s compensation, please refer to the section entitled “Certain Relationships and Related Transactions—Transactions with Related Persons—Management Agreement with Fortress.”

In accordance with the Management Agreement, the individualsOnly Mr. Patel, who served as our officers prior to January 1, 2019 devoted such portion of their time to our affairs asInterim Chief Financial Officer, Treasurer, and Chief Accounting Officer throughout 2018, was required for the performance of the duties of our former manager under the Management Agreement. As a result, certain of the individuals who served as our officers prior to January 1, 2019 from time to time were exclusively dedicated to performingproviding services to usNew Senior prior to 2019. Accordingly, the Former Manager determined that the entire amount of the compensation that it paid to Mr. Patel in or in respect of 2018 was for services that he performed for New Senior and thus not did not provide any other significant services to our former manager, while other of those officers were not exclusively dedicated to us and performed servicesMr. Patel’s compensation for our former manager that were unrelated to our affairs.

Our Chief Executive Officer, Susan2018 is included in the “Summary Compensation Table” below. Although Ms. Givens devoted a substantial portion of her time to the CompanyNew Senior in 2018, although she did not exclusively provide services to us in 2018. Since our former manager compensated Ms. Givens with respect to 2018 based onand therefore the overall value of the various services that she performed for our former manager, our former managerFormer Manager was not able to segregate and identify any portion of the compensation awarded to her as relating solely to service performed for us. Accordingly, we have not included any information relating to the compensation paid to Ms. Givens by our former managerFormer Manager in or in respect of 2018years prior to 2019 in the “Summary Compensation Table”, below. Nevertheless, to the extent that Ms. Givens was awarded options relating to shares of our Common Stock as part of her overall compensation with respect to 2018 or prior years, we have disclosed those holdings under the “Outstanding Option Awards as of December 31, 2018” table,Table,” below.

In 2018, Bhairav Patel, who served asWe internalized our Interim Chief Financial Officer, Treasurer,management on January 1, 2019 and Chief Accounting Officer throughout 2018, was exclusively dedicated to providing services to us. Accordingly,are no longer externally managed by the Former Manager. As a result, we now employ our former manager has determined thatNEOs and directly pay such officers cash and other compensation. At the entire amounttime of the compensation that it paid to Mr. Patel in or in respect of 2018 was for services that he performed for us and we have therefore reported that compensation inInternalization, the “Summary Compensation Table”, below.

Compensation for 2018

All of the decisions regarding Mr. Patel’s compensation are made by our former manager and neither the Company, our Board of Directors norfelt it was in the best interests of shareholders to retain certain key members of management, and made equity and cash transition grants to Ms. Givens, Mr. Patel and Mr. Smith. These awards are described in more detail below in the section entitled “—Off-Cycle Awards—Transition Awards Related to Internalization.”

In addition, in connection with the Internalization, we entered into employment agreements with Ms. Givens, Mr. Patel and Mr. Smith, with initial terms running through December 31, 2021. These employment agreements document the key elements of our executive compensation program and reflect our pay-for-performance compensation philosophy. We

2020 Proxy Statement		29

believe that use of employment agreements is critical to ensuring a stable, appropriately incentivized management team as we transition from an externally to internally managed company. These agreements are described in more detail below in the section entitled “—Other Compensation and Benefits—Executive Agreements.”

Governance and Compensation

EXECUTIVE COMPENSATION PHILOSOPHY

We have any roledesigned our compensation programs to help us recruit and retain the executive talent required to successfully manage our business, achieve our business objectives and maximize their long-term contributions to our success. We include compensation elements that are designed to align the interests of executives with our goals of enhancing shareholder value and achieving our long-term strategies. We determine total annual compensation by reviewing the median of the competitive market, then position compensation at, above or below the median based on experience, performance, critical skills and the general talent market for each senior executive.

BEST PRACTICESTHAT SUPPORTOUR EXECUTIVE COMPENSATION PHILOSOPHY

The Compensation Committee oversees the design and administration of our executive compensation programs and evaluates these programs against competitive practices, legal and regulatory developments and corporate governance trends. The Compensation Committee has incorporated the following best practices into our programs.

KEY PARTICIPANTSINTHE COMPENSATION PROCESS

Role of the Compensation Committee

The Compensation Committee assists the Board of Directors in determining any aspect of his compensation with our former manager. Our former manager used the following compensation elements in 2018 as tools to reward and retain Mr. Patel: