Proxy Statement Executive Summary

This proxy statement (the “Proxy Statement”) and the accompanying proxy card and notice of annual meeting are provided in connection with the solicitation of proxies by and on behalf of the Board of Directors of New Senior Investment Group Inc., a Delaware corporation, for use at the Annual Meeting to be held on May 27, 2021 and any adjournments or postponements thereof. “We,” “our,” “us,” “the Company” and “New Senior” each refer to New Senior Investment Group Inc. The mailing address of our executive office is 55 West 46 Street, Suite 2204, New York, New York 10036. This Proxy Statement, the accompanying proxy card and the notice of annual meeting are first being mailed to holders of our common stock, par value $0.01 per share (the “Common Stock”), on or about April 12, 2021.

At the date hereof, management has no knowledge of any business that will be presented for consideration at the Annual Meeting and which would be required to be set forth in this Proxy Statement or the related proxy card other than the matters set forth in the Notice of Annual Meeting of Shareholders. If any other matter is properly presented at the Annual Meeting for consideration, it is intended that the persons named in the enclosed form of proxy and acting thereunder will vote in accordance with their best judgment on such matter.

Matters to be Considered at the Annual Meeting

At the Annual Meeting, shareholders of the Company’s Common Stock will vote upon:

How to Vote

VIA THE INTERNET		BY TELEPHONE		BY MAIL		Scan the QR code to view digital
Visit 24/7		Dial toll-free 24/7		Complete, sign, date and return the		versions of New Senior’s Proxy
www.proxyvote.com		1-800-690-6903		enclosed proxy card in the envelope		Statement and 2020 Annual Report
				provided

Fiscal 2020 Highlights

Following a transformational year for New Senior in 2019 as we internalized our management effective January 1, 2019 (the “Internalization”), fiscal 2020 started out strong. However, beginning in February our business began to face significant challenges with the onset of the COVID-19 pandemic. While the pandemic has severely impacted the entire world, at-risk populations, including seniors in the communities we serve, have been disproportionately impacted by the effects of COVID-19. The health and safety of our residents and our operators’ associates around the country was – and remains – our top priority. The pandemic led federal, state and local governments and public health authorities to impose measures intended to control the spread of COVID-19, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders. As the owner of a portfolio of independent senior living properties, our operators had to implement several measures to ensure the health and safety of residents and employees, including restrictions on move-ins, restrictions on non-essential visitors, restrictions on communal dining and activities, enhanced cleaning protocols and requirements to wear personal protective equipment. As a result of these actions, we had fewer move-ins, resulting in significant occupancy declines, and higher expenses as our operators worked to limit the spread of the virus. While necessary, these actions had a significant impact on our operational and financial performance in 2020, and these actions and the uncertainty caused by the pandemic resulted in increased volatility in our stock price performance throughout the year.

While the pandemic had a significant impact on our business, we saw features unique to our independent living properties that allowed our operators to adjust protocols within our communities and effectively manage the spread of the virus while also reducing expenses in response to lower occupancy levels. As a result, our incidence rate of COVID-19 cases throughout the year remained relatively low versus reported results in the senior housing industry, and our portfolio has experienced lower occupancy and NOI declines than the broader industry. In addition, strategic initiatives completed early in 2020 positioned us well prior to the onset of COVID-19. These actions, together with strong balance sheet management, enabled us to achieve solid AFFO⁽¹⁾ per share results of $0.71, which was at the high end of the original guidance that we provided to investors in February 2020 prior to the onset of COVID-19, and was also at the high end of the guidance that we provided to investors in August 2020 in connection with the release of our second quarter earnings results.

We executed significant initiatives within our capital structure and portfolio, as well as at the corporate level, to mitigate the pandemic’s overall impact on our results:

In summary, despite an extremely challenging year, we were pleased with how our business performed in the face of the global pandemic in 2020. We believe that our portfolio continues to benefit from our independent living model and a more flexible expense structure. We were able to offset occupancy losses at our properties throughout the year with property expense reductions and interest savings. We worked tirelessly with our operators to respond swiftly at the outset of the pandemic, including making difficult decisions early on to restrict access to our properties to protect residents and staff. We believe that these actions, together with financial efficiencies driven by our independent living model, helped us to achieve strong AFFO results for 2020. Our stock price at the close of the year partially recovered to $5.18, which we believe reflects an understanding by investors of our 2020 results and positioning in the market going forward.

Corporate Governance Highlights

We are committed to strong governance practices that are intended to protect the long-term interests of our shareholders and establish strong accountability. The section entitled “Corporate Governance and Related Matters” describes our governance framework, and the progress we made in this area in the last year.

What We Do
	Independent Chair of the Board provided that the shareholder(s)			Proxy Access Right Added in Early 2020
	Board of Directors Characterized by Leadership, Experience, Diversity and the nominee(s) satisfy the proceduralIndependence			Resignation Policy in Guidelines for Directors Who Don’t Receive Majority Support in Uncontested Elections Added in Early 2020
	Annual Board and eligibility requirements specifiedCommittee Self-Assessments			Meaningful Stock Ownership Guidelines
	Commitment to Aligning Director Skillset With Corporate Strategy			Formal Director Orientation and Continuing Education
	No Shareholder Rights Plan (Poison Pill)			Regular Executive Sessions of Board and Committees
				Proactive Shareholder Engagement

Executive Compensation Highlights

The Compensation Committee of the Board of Directors has established a set of compensation policies and practices that it believes are in the best, long-term interests of our shareholders now that we are internally managed. The onset of the COVID-19 pandemic required the Compensation Committee to assess the Company’s original goals, adopted just prior to the onset of the pandemic, and establish a framework for 2020 that made sense for New Senior given its business, its actual financial performance and the contributions and achievements of the management team. There is extensive discussion throughout “Compensation Discussion and Analysis” relating to our executive compensation practices and the compensation decisions made with respect to 2020.

Snapshot of Our Directors, Including the 2021 Director Nominees

Experienced and Diverse Board of Directors

Corporate Governance and Related Matters

Statement on Corporate Governance

We strive to maintain the highest standards of corporate governance and ethical conduct. Promoting full compliance with the laws, rules and regulations that govern our business and reporting results with accuracy and transparency are critical to those efforts. We monitor developments in the area of corporate governance, encourage and consider feedback from our shareholders, and review our processes and procedures in light of this input. We also review federal and state laws affecting corporate governance, as well as rules and requirements of the New York Stock Exchange (the “NYSE”). We implement corporate governance practices that we believe are in the best interests of the Company and its shareholders.

We also understand that corporate governance practices evolve over time, and we seek to maintain 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 responsibilities 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 (or persons performing similar functions in the absence of such titles), are available on the Investor Relations page of our website at www.newseniorinv.com.

Within this Proxy Statement we have included our website address only as an inactive textual reference and do not intend it to be an active link to our website. 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 at 55 West 46 Street, Suite 2204, New York, New York 10036, Attention: Investor Relations.

Governance Overview

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 from investors, various practices were considered and changes were implemented to the Company’s overall governance structure. These changes were described in detail in the proxy statement related to the 2020 Annual Meeting of Shareholders, and included changes in the following areas:

Although we have enhanced our governance in many ways, we have not been successful in obtaining shareholder approval on all the governance items that we have recommended to shareholders for adoption. As indicated in the table above, for the past two years, we have recommended amending our Certificate of Incorporation and our Bylaws to implement changes such as instituting the annual election of directors, who would get elected through a majority voting standard in uncontested elections. In addition, last year the Board recommended to shareholders that we eliminate various supermajority voting provisions throughout the Certificate of Incorporation and Bylaws. The Board, through its Nominating and Corporate Governance Committee, discussed whether to again include in this Proxy Statement the three proposals outlined above. Following two years of these proposals failing to garner the support of anywhere near the 80% of the outstanding shares required for approval, we have removed the proposals from the ballot this year. This decision was made by the Board after garnering shareholder feedback on this and other governance issues. Management also sought the input of Institutional Shareholder Services when considering this question.

Approval and adoption of all three of those proposal required the affirmative vote of at least 80% of the voting power of our issued and outstanding shares entitled to vote. Abstentions and broker non-votes have the same effect as votes against these proposals. Brokers who do not receive instructions are not permitted to vote on these three proposals, because they are considered “non-routine” matters under New York Stock Exchange (“NYSE”) rules. Therefore, individuals who hold shares in an account at a brokerage firm,

bank, broker-dealer or other similar organization (retail holders or street name holders), would have to instruct their brokers to vote on these matters. The high percentage of “retail” holders of New Senior’s stock, which is estimated at over 30% of our outstanding shares, together with the typically low voting participation of retail holders, make it extremely unlikely that sufficient numbers of shares will ever be voted to overcome this very substantial voting percentage requirement. Therefore, the Board determined not to include these proposals on this year’s Proxy Statement to save printing and other costs associated with continuing to put these proposals to a shareholder vote. The Board may in the future make a different determination and we expect to revisit this again each year, particularly if we see shifts in our shareholder base to more institutional ownership that we believe would increase the likelihood of our obtaining the approval of the requisite 80% of the outstanding shares.

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 at www.newseniorinv.com.

The Guidelines are reviewed annually and the last amendments were made in February 2020, which among other things instituted limits on outside board service by our directors and implemented 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:

•	no director may stand for re-election after he or she has reached the age of 75; • 6 2020 Proxy Statement   CORPORATE GOVERNANCE AND RELATED MATTERS   directors are expected to spend the time and effort reasonably necessary to properly discharge their responsibilities, including regularly attending Board and Committee meetings and reviewing meeting materials in advance of meetings;
•	directors are limited to service on four public company boards (other than the New Senior Board). If the director serves as an executive officer of a public company, the director is limited to service on two public company boards (including the New Senior board) other than service on his or her own board;
•	the Board, acting through the Compensation Committee and after soliciting the views of the independent directors, evaluates the performance of the Chief Executive Officer at least annually;
•	the Board has responsibility for planning for the succession of the Chief Executive Officer; and
•	the Board maintains a process whereby the Board and its committees are subject to annual self-assessment. 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.

Director Resignation Policy

 

2020 Proxy Statement		7

The Board strives

NEW SENIOR INVESTMENT GROUP INC. • 2021 Proxy Statement

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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.

Over the past six months, two new directors have joined the Board – Frances Aldrich Sevilla-Sacasa and Norman K. Jenkins. Both are seasoned executives who bring a wealth of directly relevant experiences to the Board. In addition, both bring extensive experience from serving on other public company boards, which adds new perspectives and continues to ensure comprehensive and effective oversight of the Company and support of our strategic goals.

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 and at other times, such as when the Board is recruiting new candidates.

The Board is currently comprised of nine directors, three of whom are female, and two of whom are African American. The directors come from diverse professional backgrounds and industries, including real estate, financial and hospitality. In “Proposal No. 1 –Election of Directors,” we provide an overview of the background of each of our directors, including an overview of their background, principal occupation, age, skills and qualifications .

Gender, Racial & Ethnic Diversity

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 2020 this evaluation took the form of a formal self-assessment with respect to the operations and performance of the Board and each of its committees. 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 the full Board each discuss 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 2020 (conducted in early 2021) 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 to the evaluation process.

The Nominating and Corporate Governance Committee assists in identifying, recruiting and, if appropriate, interviewing candidates

NEW SENIOR INVESTMENT GROUP INC. • 2021 Proxy Statement

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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. Over the past year we have onboarded two new directors, Mr. Jenkins and Ms. Aldrich Sevilla-Sacasa, and the orientation meetings were held virtually via videoconference.

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.

Leadership Structure

The Company does not have a formal policy to separate the roles of Chief Executive Officer and Chair 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 in the future, since the Company’s spin-off in 2014 the Board has determined that having separate individuals hold the Chair and Chief Executive Officer positions is the right leadership structure for the Board.

Mr. Savage, one of our independent directors, has served as the Chair 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 Chair to focus on leading the Board in its responsibilities. As part of these responsibilities, the Chair 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, executive compensation and sustainability practices. Our engagement program is management led and overseen by the Board. Management launched its first formal engagement program in 2019. Management again reached out to shareholders in 2020, contacting shareholders representing over 34% of the Company’s outstanding shares and offering the time to discuss various topics and to hear shareholder concerns.

Our discussions with shareholders cover a wide range of topics, including financial and operating performance, strategy, capital allocation, corporate governance, executive compensation, social, 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 and 2020 included hearing their views and concerns and describing 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”) and the significantly improved executive compensation and other disclosures in the Company’s proxy statements. In addition, we were encouraged by the investors that we engaged with to publish a report to outline our progress and initiatives with respect to sustainability, and we recently issued our inaugural Sustainability Report to provide transparency and accountability in this important area.

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 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 at New Senior Investment Group Inc., 55 West 46 Street, Suite 2204, New York, New York 10036, Attention: Investor Relations.

Board and Committee Meetings and Membership

The Board of Directors and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time as appropriate. Under the Guidelines, directors are expected to regularly attend meetings of the Board and the committees of which they are members. Members may attend in person or by telephone. The Board of Directors held 8 meetings during the 2020 fiscal year and there were 16 meetings of standing committees. All directors attended at least 75% of the aggregate of all meetings of the Board and standing committees on which they served. Although director attendance at the Company’s annual meeting each year is encouraged, the Company does not have an attendance policy. Ms. Givens and Mr. Savage attended the 2020 Proxy Statement