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 (Amendment No.                )

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

Check the appropriate box:

Sabra Health Care REIT, Inc.

(Name of Registrant as Specified In Its Charter)

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

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Sabra Health Care REIT, Inc.

18500 Von Karman Avenue, Suite 550

Irvine, California 92612

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 9, 202016, 2021

To the Stockholders of Sabra Health Care REIT, Inc.:

Notice is hereby given that the 20202021 Annual Meeting of Stockholders (the “Annual Meeting”) of Sabra Health Care REIT, Inc., a Maryland corporation (the “Company”“company”), will be held in a virtual-only meeting format, via live audio webcast at the Company’s headquarters located at 18500 Von Karman Avenue, Suite 550, Irvine, California 92612www.virtualshareholdermeeting.com/SBRA2021, on Tuesday,Wednesday, June 9, 2020,16, 2021, at 9:00 a.m., Pacific time, to consider and vote on the following proposals:

In addition, at the Annual Meeting, we will transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Only stockholders of record of the Company’scompany’s common stock as of the close of business on April 20, 202019, 2021 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

You are cordially invited to attend the virtual Annual Meeting in person.Meeting. Your vote is important to us. Whether or not you expectplan to attend and participate in the Annual Meeting, please submit your proxy as soon as possible. If you attend the Annual Meeting and vote in person,electronically, your proxy will not be used.

Important Notice—Contingent Virtual Meeting: We are closely monitoring the developments regarding the coronavirus(COVID-19). Although we currently intend to hold our Annual Meeting in person, we are sensitive to the public health and travel concerns stockholders may have and the protocols that federal, state, and local governments are imposing. In the event we determine that we need to conduct our Annual Meeting solely by means of remote communication, we will make such a determination in advance and announce the change and provide instructions on how stockholders can attend and participate in the Annual Meeting remotely via press release and by filing additional soliciting materials with the Securities and Exchange Commission. The press release will also be available on the “Investors” section of our website atwww.sabrahealth.com. If you currently plan to attend the Annual Meeting in person, please check our website one week prior to the Annual Meeting.

		By Order of the Board of Directors,
		Harold W. Andrews, Jr. Executive Vice President, Chief Financial Officer and Secretary
Irvine, California April 27, 202026, 2021

VIRTUAL ANNUAL MEETING

The Annual Meeting will be held in a virtual-only meeting format, via live video webcast that will provide stockholders with the ability to participate in the Annual Meeting, vote their shares and ask questions. We are implementing a virtual-only meeting format in order to leverage technology to enhance stockholder access to the Annual Meeting by enabling attendance and participation from any location around the world by visiting www.virtualshareholdermeeting.com/SBRA2021. We believe that the virtual-only meeting format will give stockholders the opportunity to exercise the same rights as if they had attended an in-person meeting and believe that these measures will enhance stockholder access and encourage participation and communication with our Board of Directors and management.

Benefits of a Virtual Annual Meeting

Attendance at the Virtual Annual Meeting

Questions at the Virtual Annual Meeting

YOU WILL NOT BE ABLE TO ATTEND THE ANNUAL MEETING IN PERSON

TABLE OF CONTENTS

SABRA HEALTH CARE REIT, INC.

18500 Von Karman Avenue, Suite 550

Irvine, California 92612

PROXY STATEMENT

The Board of Directors of Sabra Health Care REIT, Inc., a Maryland corporation (“Sabra,” “we,” “our” and “us”), solicits your proxy for the 20202021 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 9:00 a.m., Pacific time, on Tuesday,Wednesday, June 9, 202016, 2021 in a virtual-only meeting format, via live audio webcast at our headquarters located at 18500 Von Karman Avenue, Suite 550, Irvine, California 92612 or, if determined necessary, via remote communication as set forth below,www.virtualshareholdermeeting.com/SBRA2021, and at any and all adjournments or postponements of the Annual Meeting. These proxy materials are first being sent or made available to our stockholders on or about April 27, 2020.26, 2021.

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

This Proxy Statement and our Annual Report onForm 10-K for the year ended December 31, 20192020 (“20192020 Annual Report”) are posted in the Investors—Financials section of our website atwww.sabrahealth.com. www.sabrahealth.com. You can also view these materials atwww.proxyvote.com by using the control number provided on your proxy card or Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”). References to our website in this Proxy Statement are provided for convenience only and the content on our website does not constitute part of this Proxy Statement.

Contingent Virtual Meeting

We are closely monitoring the developments regarding the coronavirus(COVID-19). Although we currently intend to hold our Annual Meeting in person, we are sensitive to the public health and travel concerns stockholders may have and the protocols that federal, state, and local governments are imposing. In the event we determine that we need to conduct our Annual Meeting solely by means of remote communication, we will make that determination in advance and announce the change and provide instructions on how stockholders can attend and participate in the Annual Meeting remotely via press release and by filing additional soliciting materials with the SEC. The press release will also be available on the “Investors” section of our website atwww.sabrahealth.com. If you currently plan to attend the Annual Meeting in person, please check our website one week prior to the Annual Meeting.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

We will also consider any other business that properly comes before the Annual Meeting or any adjournments or postponements thereof. See “—How will voting on any other business be conducted?” below.

You may vote in personelectronically at the virtual Annual Meeting. All stockholders of record may vote in person at the Annual Meeting. Written ballots will be passed out to anyone who wants to vote at the Annual Meeting. However, if you are the beneficial owner of shares held in street name through a bank, broker or other nominee, you may not vote your shareselectronically at the Annual Meeting unless you obtain a “legal proxy” fromby following the bank, broker or other nominee that holds your shares giving you the right to vote the shares atinstructions available on the Annual Meeting. Obtaining such a legal proxy may take several days.Meeting website.

Even if you plan to attend the virtual Annual Meeting, we recommend that you submit your proxy or voting instructions in advance to authorize the voting of your shares at the Annual Meeting so that your vote will be counted if you later are unable to attend the Annual Meeting.

The election of directors at the Annual Meeting is not contested. Therefore, in accordance with the majority voting standard, director nominees will be elected at the Annual Meeting by a majority of the votes cast. Stockholders are not permitted to cumulate their shares for the purpose of electing directors.

Other Items (Proposal Nos. 2 3, 4 and 5)3). Once a quorum has been established, pursuant to our Bylaws, approval of each of the other items to be submitted for a vote of stockholders at the Annual Meeting requires the affirmative vote of a majority of all of the votes cast on the proposal at the Annual Meeting.

discretion, your shares will be counted as present for the purpose of determining the presence of a quorum at the Annual Meeting and will be voted on Proposal No. 3 and Proposal No. 42 in the manner directed by your broker, but your shares will constitute “brokernon-votes” on each of the other proposals at the Annual Meeting. Brokernon-votes will not be counted as a vote cast with respect to these other proposals and therefore will not be counted in determining the outcome of those proposals. You should instruct your broker or nominee how to vote your shares by following the voting instructions provided by your broker or nominee.

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of Sabra common stock as of March 31, 20202021 for the following: (i) each of Sabra’s directors and each executive officer of Sabra identified as a “Named Executive Officer” in this Proxy Statement, (ii) all persons who are directors and executive officers of Sabra as a group and (iii) any person who is known by Sabra to be the beneficial owner of more than 5% of Sabra’s outstanding common stock. This table is based on information supplied to us by our executive officers, directors and principal stockholders or included in a Schedule 13G filed with the SEC.

In addition to the diversity of experiences illustrated above, our Board of Directors also represents a mix of tenures and ages and is highly independent, as illustrated below:

DIRECTOR TENURE		AGE		INDEPENDENCE

Richard K. Matros. Mr. Matros, 67, has served as Sabra’s President and Chief Executive Officer and as a director since May 2010, and he has served as Chairman of the Board since November 2010. He was Chairman of the board of directors and Chief Executive Officer of the predecessor Sun Healthcare Group, Inc. (“Old Sun”) from 2001 until our 2010 separation from Old Sun (the “Separation”). Mr. Matros founded and served as Chief Executive Officer and President of Bright Now! Dental from 1998 to 2000 and as a director from 1998 until its sale in December 2010. From 1998 until the sale of its operations in 2006, Mr. Matros was also a member of, and served on the management committee of, CareMeridian, LLC (“CareMeridian”), a healthcare company that specialized in offering subacute and skilled nursing for patients suffering from traumatic brain injury, spinal cord injury and other catastrophic injuries. Previously, from 1994 to 1997, he served Regency Health Services, Inc., a publicly held long-term care operator, holding the positions of Chief Executive Officer, President, director and Chief Operating Officer. Prior to that time, from 1988 to 1994, he served Care Enterprises, Inc., holding the positions of Chief Executive Officer, President, Chief Operating Officer, director and Executive Vice President—Operations. Mr. Matros currently serves on the non-profit boards of IsraAID and the American Israel Public Affairs Committee and is the Executive Producer of Sabra Films, LLC.

Director Qualifications:

Craig A. Barbarosh. Mr. Barbarosh, 52,53, has served on our Board of Directors since November 2010. Mr. Barbarosh also currently serves as a director, as Vice Chairman of the Board, as chair of the compensation committee and as a member of the special transaction and the nominating and governance committees, of NextGen Healthcare, Inc. (formerly known as Quality Systems, Inc.), a developer and marketer of healthcare information systems, and as a director and a memberChairman of the compensation committeeBoard of Landec Corporation, a diversified health and wellness company.company, and as a director and member of the compensation and strategy committees of Evolent Health, Inc., a provider of healthcare information systems. From January 2016 until October 2016, Mr. Barbarosh served as a director, and as chair of the nominating and governance committee and member of the audit and compensation committees, of BioPharmX, Inc., a specialty pharmaceutical company. From September 2017 until its sale in February 2018, Mr. Barbarosh served as a director, and as a member of the compensation committee, of Bazaarvoice, Inc., a SaaS-based provider of consumer engagement software to the retail sector. From May 2018 until its sale in July 2019, Mr. Barbarosh served as a director, and as a member of the compensation committee and as chair of the strategic review committee, of Aratana Therapeutics, Inc., a specialty

pharmaceutical company. Mr. Barbarosh has been a partner at the law firm of Katten Muchin Rosenman (“Katten”) since June 2012 and is a nationally recognized restructuring expert. Mr. Barbarosh servespreviously served on Katten’s Executive Committee and Board of Directors. From 1999 until joining Katten, Mr. Barbarosh was a partner at the law firm of Pillsbury Winthrop Shaw Pittman LLP where he served in several leadership positions including on the firm’s Board of Directors, as the Chair of the firm’s Board Strategy Committee, as aco-leader of the firm’s national Insolvency & Restructuring practice section and as the Managing Partner of the firm’s Orange County office. Additionally, Mr. Barbarosh has completed certificated executive education programs at University of Pennsylvania, The Wharton School, in Corporate Valuation (2019), Harvard Business School in Effective Corporate Boards (2015), Strategic Business Valuation (2010) and Private Equity/Venture Capital (2007) and Carnegie Mellon University in Cybersecurity Oversight (2019).

Director Qualifications:

Robert A. Ettl.Katie Cusack. Mr. Ettl, 60,Ms. Cusack, 54, has served on our Board of Directors since November 2010. HeJanuary 2021. Ms. Cusack currently serves as chief operating officer of Cornell Capital LLC, a $4 billion private investment firm with offices in New York and Hong Kong. From 2007 to 2020, Ms. Cusack served as Chief Operating Officer of Harvard Management Company (HMC) from October 2008 to June 2019 and continued to serve as an advisor until December 2019. HMC manages the endowment for Harvard University. Previously, he was a Managing Director with Allianz Global Investors from 2001 to 2008, where he was most recently Chief Executive Officerin various capacities at Credit Suisse, including chief operating officer for the Alpha Vision hedge fund subsidiary from 2003 to 2007Investment Banking Division in both Asia Pacific and servedEurope, Middle East and Africa, and as an

Director Qualifications:

Ronald G. Geary. Mr. Geary, 72,73, has served on our Board of Directors since our August 2017 acquisition of Care Capital Properties, Inc. (“CCP”). He served as a member of CCP’s board of directors from 2015 until the closing of our acquisition of CCP, as the chairman of CCP’s audit committee and as a member of its investment committee. Previously, he served as a member of the board of directors of Ventas, Inc. (“Ventas”) from 1998 until thespin-off of CCP from Ventas in 2015. Mr. Geary served as President of Ellis Park Race Course, Inc., a thoroughbred racetrack in Henderson, Kentucky from 2006 until July 2018. He previously served as President ofRes-Care, a formerly publicly held provider of residential training and support services for persons with

Ann Kono. Ms. Kono, 45, has served on our Board of Directors since December 2020. Ms. Kono currently serves as the Chief Executive Officer of Leda Advisory Group, a management consulting firm she founded in January 2019 that partners with startup companies to advise on growth and scale. Prior to founding Leda, Ms. Kono spent 11 years at Ares Management Corporation, where she held the position of Chief Information and Risk Officer and oversaw Operational, Investment and Enterprise Risks. Ms. Kono also serves on the board of directors of Stable Road Acquisition Company, a position she has held since 2019. Ms. Kono has over 20 years of experience in the finance industry focused on operational scale and digital transformation. She also serves as the diversity and inclusion committee chair for CFA Society of Los Angeles.

Director Qualifications:

Raymond J. Lewis. Mr. Lewis, 55,56, has served on our Board of Directors since our August 2017 acquisition of CCP. He was CCP’s Chief Executive Officer and a member of its board of directors from the August 2015spin-off of CCP from Ventas until the closing of our acquisition of CCP, and was a member of its executive committee and investment committee. Mr. Lewis has served as President and Chief Executive Officer and a member of the board of directors of Aventine Property Group, Inc. (“Aventine”) since January of 2021 and President and member of the board of directors of Treehouse REIT, Inc., a (“Treehouse”) since September of 2019. Aventine and Treehouse are both privately held real estate investment trusttrusts (“REIT”REITs”) that owns aown net leased portfolioportfolios of cannabis-related real estate, since September 2019.estate.From 2002 to 2015, he held various executive positions of increasing responsibility at Ventas, most recently serving as President from 2010 to 2015. Before that, he was Managing Director of Business Development for GE Capital Healthcare Financial Services, a division of General Electric Capital Corporation (“GECC”), where he led a team focused on mergers and portfolio acquisitions of healthcare assets, and Executive Vice President of Healthcare Finance for

acquisition of CCP, and as a member of its compensation, executive and investment committees. Mr. Malehorn has served as Principal at L3.0 Ventures, LLC since January 2019. Mr. Malehorn was the President and Chief Executive Officer of World Business Chicago, a public-private,non-profit, partnership between the City of Chicago and the business community focused on economic development, from 2013 until November 2017 and now serves as a board member. He previously spent 28 years in various capacities at General Electric Corporation, most recently serving as President and CEO of GE Capital, Commercial Distribution Finance, from 2009 to 2012, President and CEO of GE Capital Healthcare Financial Services from 2004 to 2008, and President and CEO of GE Commercial Finance’s Global Financial Restructuring Business from 2002 to 2004. Additionally, Mr. Malehorn was Corporate Citizenship Leader for GE Chicago and theCo-Leader for GE Capital America’s Commercial Council. He was named a GE Company Officer in 2001. From 1991 through 2001, Mr. Malehorn was a Leader at GE Capital Real Estate, where he founded and led the Senior Living & Hospitality Financing business unit from 1993 to 1995, led the debt and equity origination business nationally from 1997 to 1998, and was the European Platform Leader from 1999 to early 2002. Mr. Malehorn is the former Chairman of the Board of the Metropolitan Chicago American Heart Association, serves as a Board member of mHub and the Greater Chicago Food DepositoryWalking Mountains Science Center and was a founding Midwest Board member for BuildOn.

Director Qualifications:

Richard K. Matros.Clifton J. Porter II. Mr. Matros, 66,Porter, 54, has served as Sabra’son our Board of Directors since December 2020. Mr. Porter is the Senior Vice President, Government Affairs, of the American Healthcare Association and Chief Executive Officer and asthe National Center for Assisted Living, a director since May 2010, andposition he has servedheld since 2013. He previously held various management roles at HCR ManorCare from 1997 to 2013, most recently as Chairman of the Board since November 2010. He was Chairman ofVice President, Government Relations. Mr. Porter currently serves on the board of directors and Chief Executive Officer of Old Sun from 2001 until the Separation. Mr. Matros foundedHealth Quality Innovators and served as Chief Executive Officer and President of Bright Now! Dental from 1998 to 2000 and as a director from 1998 until its sale in December 2010. From 1998 until the sale of its operations in 2006, Mr. Matros was also a member of, and served on the management committee of, CareMeridian, LLC

and energy companies. Services provided included commercial paper issuance, debt and equity financing, both public and private, mutual to stock conversions, strategy consulting and merger and acquisition advice. He led banking professions at Warburg Paribas Becker, formerly A.G. Becker, from 1968 to August 1984, rising to Managing Director, and Smith Barney, as Managing Director, from October 1984 to May 1988. With both organizations, his responsibilities encompassed all operations including staffing, P&L management, transaction management, client maintenance, new business development, and strategy. Since then, with the exception of 1997 to 1999 when he served in a senior new business role of Managing Director at Prudential Securities, Mr. Walters has provided financial consulting services to corporate clients as President through his wholly owned company, Tri-River Capital. Additionally, from 2008 until its sale in June 2014, Mr. Walters served as a director, as chair of the audit committee, and as a member of the nominating and governance committee of Frederick’s of Hollywood Group, Inc., a former publicly held company that designed, manufactured and sold women’s clothing. Leading into its sale, he also served as the lead director and sole member of the independent Board committee. Mr. Walters also serves on the board of directors and as the vice president and a member of the executive committee of Lyme Land Conservation Trust, anon-profit organization, and formerly served as chairman of the board of directors of the Southeast Connecticut World Affairs Council, also anon-profit organization.

Director Qualifications:

Co. where she was a Vice President in the investment banking and finance, operations and administration divisions. Prior to her affiliation with Goldman Sachs, she practiced architecture and was associated with several architectural firms in New York.

Michael L. Costa. Mr. Costa, 42, has served as Sabra’s Executive Vice President—Finance since August 2017 and as Sabra’s Chief Accounting Officer and Principal Accounting Officer since January 2021. Mr. Costa previously held various leadership positions overseeing Sabra’s accounting and finance functions since Sabra’s inception in November 2010. He has more than 15 years of experience in commercial real estate finance and accounting, having previously worked for KBS Realty Advisors and Ernst & Young’s Real Estate Assurance practice. Michael is a Certified Public Accountant and licensed real estate broker in California.

There are no family relationships among any of our directors or executive officers.

CORPORATE GOVERNANCE

We are committed to effective corporate governance that promotes the long-term interests of our stockholders and strengthens Board and management accountability.

Governance Highlights

Corporate Governance Guidelines

The Board of Directors has adopted Corporate Governance Guidelines, which provide the framework for the governance of our company and represent the Board’s current views with respect to selected corporate governance issues considered to be of significance to our stockholders. The Corporate Governance Guidelines direct our Board’s actions with respect to, among other things, Board composition and director qualifications, selection of the Chairman of the Board and the Lead Independent Director, composition of the Board’s standing committees, stockholder communications with the Board, succession planning and the Board’s annual performance evaluation.

Our Corporate Governance Guidelines underscore our focus on diversity, by explicitly stating that the Board of Directors and the Nominating and Governance Committee are committed to actively seeking qualified women and individuals from minority groups to include in the pool from which new Board members or director nominees are selected.

A current copy of the Corporate Governance Guidelines is posted in the Investors—Corporate Governance section of our website at www.sabrahealth.comwww.sabrahealth.com..

Stockholder Engagement

Our management and our Board of Directors and management value the input of our stockholders and prioritize engaging with our stockholders to directly receive their feedback. Over the past year, we engagedwere able to engage directly, virtually or telephonically, with stockholders representing 51% of our stockholders by various methods, outstanding shares as of December 31, 2020,

including meetings with stockholders at the 1413 investor conferences we attended, direct outreachparticipated in during 2020. Our Board and management considers and evaluates the feedback and insights from these meetings, in addition to stockholdersemerging best practices, policies at other companies and in connection with stockholder-initiated matters, onmarket standards, to enhance the evolution of our disclosures and practices.

During the meetings, we discussed a variety of topics, including updates on our business, corporate strategy, industry feedback, corporate governance, executive compensation practices, and ESG issues. Across many of the engagements, our stockholders encouraged us to begin focusing our ESG disclosures on factors that are business-relevant for our company which are aligned with their long-term interests. Our Lead Independent Director participated in certain of these discussions as well. Stockholder feedback is shared with our Board of Directors and its committees, which enhances our corporate governance practices and facilitates future dialogue with our stockholders.

Director Independence

Our Corporate Governance Guidelines require that a substantial majority of our Board of Directors qualify as “independent directors” under applicable rules of The Nasdaq Stock Market LLC (the “Nasdaq rules”) and the rules and regulations of the SEC. In considering the independence of each director, the Board of Directors reviews information provided by each director and considers whether any director has a relationship that would interfere with the director’s exercise of independent judgment in carrying out his responsibilities as a director. Our Board of Directors has affirmatively determined that none of Messrs. Barbarosh, Ettl, Foster, Geary, Lewis, Malehorn, Porter or Walters nor Ms.Mses. Cusack, Katzmann or Kono has a relationship that, in the opinion of the Board of Directors, would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities as a director and that each such director is an independent director under the Nasdaq rules. Mr. Matros does not qualify as an independent director because he is employed as our President and Chief Executive Officer.

Proxy Access

Our Board of Directors has implemented a proxy access provision in our Bylaws, which permits a stockholder, or group of up to 20 stockholders, owning 3% or more of our outstanding common stock continuously for at least three years, to nominate and require us to include in our proxy materials for an annual meeting of stockholders director candidates constituting up to 25% of the Board of Directors (rounded down to the nearest whole number, but not less than two), provided that the stockholder(s) and the nominee(s) satisfy the eligibility and procedural requirements described in our Bylaws. For more information on using proxy access to nominate directors, see “Stockholder Proposals and Director Nominations for 20212022 Annual Meeting of Stockholders.”

Committees of the Board of Directors

The standing committees of our Board of Directors include: Audit, Compensation, and Nominating and Governance. The members of these standing committees are appointed by and serve at the discretion of the Board of Directors. Current copies of the charters for each of these committees are posted in the Investors—Corporate Governance section of our website atwww.sabrahealth.com. www.sabrahealth.com. Our Board of Directors encourages each of our new directors to attend all committee meetings as invited guests for their first year of board service, after which our Board of Directors, upon the recommendation of our Nominating and Governance Committee and the input of the new directors, appoints the new directors to one or more committees. Our Board of Directors is currently engaging in this new director orientation process with each of Ms. Cusack, Ms. Kono and Mr. Porter.

Our Chief Executive Officer and our Chief Financial Officer and Secretary regularly attend meetings of our Board committees when they are not in executive session and report on matters that are not addressed by other officers. In addition, our directors are encouraged to communicate directly with members of management regarding matters of interest, including matters related to risk, at times when meetings are not being held.

The following table presents the composition of the committees of our Board of Directors as of the date of this Proxy Statement and the number of meetings held by each committee in 2019:2020:

Audit Committee

The Audit Committee consists of Messrs. Barbarosh (Chair), Foster, Geary, Malehorn and Walters. The Board of Directors has determined that each member of the Audit Committee is an “independent director” under the Nasdaq rules. In addition, each member of the Audit Committee is also “independent” under Rule10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and satisfies the additional financial literacy requirements of the Nasdaq rules. The Board has designated two members of the Audit Committee, Messrs. Foster and Geary, as “audit committee financial experts” as defined by SEC rules. The Board based its determination on the qualifications and business experience of each of Messrs. Foster and Geary described above under “Board of Directors and Executive Officers—Directors of the Company.”

The Audit Committee is responsible for overseeing Sabra’s accounting and financial reporting processes and the audit of Sabra’s financial statements, including the integrity of Sabra’s financial statements, the qualifications and independence of Sabra’s independent registered public accounting firm and the performance of Sabra’s independent registered public accounting firm and internal auditors. Among other things, the Audit Committee is responsible for the appointment, compensation and retention of Sabra’s independent registered public accounting firm;pre-approval of all audit andnon-audit services to be performed by the independent registered public accounting firm; review of Sabra’s internal controls and disclosure controls and procedures; oversight of Sabra’s internal audit function; oversight of Sabra’s legal and regulatory compliance and risk assessment and risk management policies; and review and approval of any related party transactions. The Audit Committee is also responsible for preparing the Audit Committee Report included in this Proxy Statement. In performing its responsibilities, the Audit Committee meets regularly with management, Sabra’s independent registered public accounting firm and Sabra’s internal auditors.

Compensation Committee

The Compensation Committee consists of Messrs. EttlMalehorn (Chair), Barbarosh Malehorn and Walters.Walters and Ms. Katzmann. The Board of Directors has determined that each member of the Compensation Committee is an “independent director” under the Nasdaq rules. In making the determination regarding the independence of each member of the Compensation Committee, the Board of Directors considered whether the director has a relationship with Sabra that is material to the director’s ability to be independent from management in connection with the duties of a member of the Compensation Committee.

The Compensation Committee oversees and determines the compensation of Sabra’s Chief Executive Officer and other executive officers, including salaries, bonuses and awards of equity-based compensation,

approves all employment and severance agreements for executive officers, makes recommendations to the Board with respect to the adoption or amendment of incentive compensation plans and stock-based benefit plans,

Our Board of Directors encourages each director to attend the annual meeting of stockholders. All of our directors attended the 2019virtual-only 2020 annual meeting of stockholders in person or by telephone.via live audio webcast.

Board Leadership Structure

Our Corporate Governance Guidelines provide that the Board is free to make its choice for Chairman and Chief Executive Officer in any way that the Board of Directors considers best for Sabra at a given point in time. Accordingly, the Chairman and Chief Executive Officer positions may be filled by one individual or by two different individuals. The Board believes that the most effective leadership structure for Sabra at this time is for Mr. Matros to serve as both our Chairman and Chief Executive Officer, in concert with an independent director serving as our Lead Independent Director.

Our Board of Directors believes that Mr. Matros, our Chief Executive Officer, is best suited to serve as our Chairman because he is the director most familiar with Sabra’s business and industry and most capable of identifying strategic priorities. In the Board’s view, combining the roles of Chairman and Chief Executive Officer facilitates the flow of information between management and the Board, and helps assure that the strategies adopted by the Board will be best positioned for execution by management.

To promote the independence of the Board and appropriate oversight of management and to demonstrate our commitment to strong corporate governance, the independent directors designate annually an independent,non-employee director to serve as our Lead Independent Director. As noted above, the independent directors have currently designated Mr. Foster to serve as our Lead Independent Director. The Lead Independent Director helps to facilitate free and open discussion and communication among the independent directors of the Board. The duties of the Lead Independent Director include chairing all meetings of the independent directors when they meet in executive session and chairing all meetings of the full Board in the absence of the Chairman; representing the Board in meetings with third parties, as appropriate; and working with the Chairman to finalize meeting agendas, meeting schedules and other information provided to the Board. The Lead Independent Director also sets the agenda for the meetings held in executive session, and discusses issues that arise from these meetings with the Chief Executive Officer. Thenon-employee members of the Board meet in executive session during each regularly scheduled Board meeting and during special meetings of the Board as appropriate.

Risk Oversight

One of the principal functions of our Board of Directors is to provide oversight concerning the assessment and management of risk related to our business. The Board of Directors is involved in risk oversight through approval authority with respect to fundamental financial and business strategies and major corporate activities, including material acquisitions and financings, as well as through its oversight of management and the committees of the Board of Directors. As part of overseeing our corporate strategy and our enterprise risk management program, our Board of Directors also monitors our environmental practices, sustainability, including climate-related risks, and human capital management. Management is responsible for identifying the material risks facing Sabra, implementing appropriate risk management strategies and ensuring that information with respect to material risks is shared with the Board of Directors or the appropriate Board committee. In connection with this responsibility, members of management provide regular reports to the Board of Directors regarding business operations and strategic planning, financial planning and budgeting, regulatory matters and information systems and cybersecurity, including any material risk to Sabra relating to such matters. Where appropriate, the Board of Directors also receives input on these topics from third party experts.

The Board of Directors has delegated oversight for specific areas of risk exposure to committees of the Board of Directors as follows:

At each regular meeting of our Board of Directors, the chairperson of each committee reports to the full Board regarding the matters reported and discussed at any committee meetings, including any matters relating to risk assessment or risk management. Our Chief Executive Officer, Chief Financial Officer and outside legal counsel regularly attend meetings of these committees when they are not in executive session, and often report on matters that may not be otherwise addressed at these meetings. In addition, our directors are encouraged to communicate directly with members of management regarding matters of interest, including matters related to risk, at times when meetings are not being held.

In 2020, our Board of Directors met seven times, including three times in March and April 2020, during which it received current reports from our management to ensure our Board of Directors was adequately informed and able to provide oversight to management as the company addressed the challenges of the COVID-19 pandemic.

Our Board of Directors believes that the processes it has established to administer the Board’s risk oversight function would be effective under a variety of leadership frameworks and therefore do not have a material effect on Sabra’s leadership structure described under “—Board Leadership Structure” above.

Compensation Risk Assessment

Consistent with the Compensation Committee’s responsibilities described above, the Compensation Committee takes risk into consideration when reviewing and approving executive compensation, including when it approved our executive compensation program. The Compensation Committee has concluded that the current executive compensation program does not encourage inappropriate or excessive risk-taking. In making its determination, the Compensation Committee noted that each Named Executive Officer’s direct compensation under our executive compensation program consists primarily of a fixed base salary, an annual incentive bonus opportunity and long-term equity incentive awards. Long-term incentive awards granted under our long-term equity award program are generally subject to a multi-year vesting schedule, a deferral feature for Named Executive Officers and performance conditions that are not solely dependent on stock price.

Director Nomination Process

Identifying and Evaluating Director Nominee Candidates

In identifying, evaluating and selecting potential director nominees for election at each annual meeting of stockholders and nominees for directors to be appointed by the Board of Directors to fill vacancies and newly created directorships, the Nominating and Governance Committee will consider as potential director nominees candidates recommended by various sources, including any member of the Board, any stockholder of Sabra, senior management or an outside search firm engaged by the Nominating and Governance Committee if determined appropriate. All potential director nominees, other than potential incumbent director nominees, will be initially reviewed by the Chairman of the Nominating and Governance Committee or, in the Chairman’s

absence, any other member of the committee delegated to initially review director candidates. If it is determined appropriate to proceed, a prospective director candidate may be interviewed by one or more of the other members of the Nominating and Governance Committee, other members of the Board of Directors and by the Chief Executive Officer. The Nominating and Governance Committee will provide informal progress updates to the Board of Directors and will meet to consider and recommend any final director candidates to the full Board of Directors. The Board of Directors is responsible for determining the final director candidates to be nominated for election at each annual meeting of stockholders and for appointing directors to fill vacancies on the Board.

Management Succession Planning

Pursuant to our Corporate Governance Guidelines and the charter of the Nominating and Governance Committee, the Nominating and Governance Committee is responsible for reviewing the Company’scompany’s succession plan for the Chief Executive Officer and senior management. In performing these functions, the Chief Executive Officer annually reports to the Nominating and Governance Committee about developments of senior management personnel and succession plans.

individual director, as applicable. If the correspondence is addressed to the Board of Directors, the Chairman will distribute it to the other Board members if he determines it is appropriate for the full Board to review. In addition, if requested by stockholders, when appropriate, the Lead Independent Director or other directors will also be available for direct communication with stockholders.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE INITIATIVES

Purpose of Environmental, Social and Governance Initiatives

Corporate responsibility promotes the long-term interests of our stockholders and strengthens Board and management accountability. Our Board of Directors’ primary duty of overseeing our corporate strategy includes the Board’s oversight of how environmental and social issues may impact the long-term interests of our stockholders and other stakeholders. CorporateAt Sabra, corporate responsibility at Sabra is governed from the most senior levels down to every one of our employeesteam members because we believe that achieving operational excellence is intrinsically tied to how responsibly we run our business.

As part of overseeing our corporate strategy and our enterprise risk management program, our Board of Directors monitors our environmental and social practices. We believe that environmentally and socially responsible operating practices go hand in hand with generating value for our stockholders, being good partners with our operators, providing goodefficiency and efficient economic resourcescomfort for our operators,operators’ patients, being good neighbors within our communities, and being a good employer to our employees.

To further support our efforts in this area, we created a sustainability working group in 2019, consisting of dedicated internal resources and external advisors to address environmental, social, and governance (“ESG”) factors that are material to our business. Our sustainability working group evaluated potential ESG risks and opportunities relevant for our company based on the views held by our stockholders, leading ESG frameworks, and ESG rating agencies. We utilized aspects of the Sustainability Accounting Standard Board (“SASB”), the Global Real Estate Sustainability Benchmark (“GRESB”), and the Task Force on Climate-related Financial Disclosures (“TCFD”) to evaluate our practices. This working group reports to the Board of Directors on a quarterly basis.

We expect to provide moreMore information regarding our environmental, social and governance initiatives can be found in a future publishedour inaugural sustainability report that aligns with leading ESG reporting frameworks.

Environmental Stewardship

At Sabra, we are focusedexpect to publish and post on ESG factors that are connected to our strategic business initiatives. Within eachthe “Investors” section of our target markets, we engage in sustainable practices that we believe drive value, efficiency, and quality of environment for our stakeholders. We require our property management teams to practice responsible property management as well as energy and water conservation and encourage our tenants to dowebsite at www.sabrahealth.com before the same.Annual Meeting.

As the substantial majority of Sabra’s properties are leased under long-term,triple-net operating leases, energy usage, water usage and waste at these properties are managed by our tenants. We regularly engage with our vendors in order to improve their environmental and social impact, and we have partnered with a third party consultant to identify and evaluate energy and water management opportunities, such as transitioning to LED lights to significantly reduce electricity consumption.

We also monitor environmental risk factors in order to assess the climate resiliency for the properties in our portfolio, such as exposure to floods or other natural disasters. We assess these climate-related risks as a part of our enterprise risk assessment, which is overseen by our Board of Directors.

Human Capital Management and Stakeholder Engagement

We recognize that attracting and retaining talent at all levels is vital to continuing our success.success and, in many ways, is our most critical asset. We ensure our team members receive competitive salaries and benefits, and we aim to attract professionals who will uphold our values of social and environmental stewardship. We promote the work-life balance of our employees,team members, we invest in our employeesteam members through high-quality benefits and variousmeaningful health and wellness initiatives, and we have created a healthy work environment in our office including throughto incentivize and engage our team members. The health and safety of our team members is an important consideration for us, and in light of the useCOVID-19 pandemic, we have accommodated flexible work from home arrangements, extended hardship benefits and provided assistance for dependent care costs to preserve the health and well-being of regular team-building exercises, movieour team members and dinner nights,their families.

We believe that when we create a workplace where our team members are engaged, committed and an annual tripempowered for the long-term, we are better positioned to create value for our employeescompany, as well as for our stockholders. We gauge our team members’ level of engagement and their families.satisfaction through annual surveys as well as subject-driven focus surveys regarding topics including company culture and the impact of the COVID-19 pandemic and working from home. Based on the feedback we receive, we identify areas for improvement and action items to be implemented. Our performance management initiative helps us proactively plan for our team members’ evolving roles and address the current and future needs of our business. The initiative employs 360-degree assessments as of 2020 and focuses on aligning our talent strategy with our business strategy and identifies skills that may be required to meet our future business needs. We also seek to ensure that our team members have opportunities to interact with our accomplished Board of Directors and accordingly invite all of our team members to our quarterly Board of Directors’ dinner events.

OurIn order to support engagement efforts extendand team building, various company events, including life event celebrations, dinners and other social outings, are held regularly throughout the year, as well as an annual all team member retreat. During the COVID-19 pandemic, these events were adapted to virtual platforms with a focus on company business, education and entertainment, including biweekly all-team member Zoom meetings in which our other important stakeholders, the operators who manage our properties. Through our Sabra Operator Conference, we measure tenant satisfaction through surveysChief Executive Officer provided business and closely monitor the results. The feedback from these surveys validates our philosophy of open lines of communication between our senior managementoperational updates and our operators. In addition, we use operator feedback to drive content and topics for each subsequent conference, to ensure that operators are receiving timely, relatable, and quality information.led team-building activities.

Diversity & Inclusion

We believe that a diverse workforce is essential to our continued success, and we strive to maintain a diversefair, healthy and inclusive workforce at all levels. As of December 31, 2019, women comprised approximately 56% ofsafe workplace, while creating a work environment that promotes diversity, equality and inclusion for our workforce.team members. Our workforce reflects diverse gender, ethnicity, age and cultural backgrounds. As of December 31, 2020, women comprised 55% of our workforce and 65% of our management level/leadership roles. As of December 31, 2020, 21% of our team members self-identified as being members of one or more ethnic minorities. We believe our ethnic diversity is higher than this reported percentage as another 21% of our team members chose not to self-identify.

As underscored by our Corporate Governance Guidelines, our Board of Directors and the Nominating and Governance Committee are committed to proactively consider a diverse collection of backgrounds and relevant experiences in our director candidates to best ensure the continued success of our business and represent stockholder interests. As a part of this commitment, our Board of Directors and the Nominating and Governance Committee continue to actively seek qualified women and individuals from minorityunderrepresented groups as director nominees. InSince March 2019, we have appointed Ms. Katzmann tofour new directors with a diverse range of skills, expertise and backgrounds, all of whom are diverse by gender or race and/or ethnicity. The current board composition is 27% diverse by gender and 18% by race and/or ethnicity. One of our Boardfemale directors is also Chair of Directors.our Nominating and Governance Committee.

Community Service

The mission to advance the quality of care lies at the core of Sabra’s business strategy. We believe that serving the communities in which we operate not only promotes our business success, but also further engages our employeesteam members and other stakeholders in our corporate mission. We support volunteerism, organizing opportunities for our team members as a group to volunteer within the community. In addition to donating funds to rehabilitate properties impacted by the hurricane in Texas in 2019,2020, we donated funds to Nye Health to help provide relief toFrontline Worker Meals and Amica Helping Hands Charity, and we sponsored a scholarship fund with the staff impacted by flooding in Nebraska. We also donated to a Canadian entity that is focused on improving the livesUniversity of senior citizens in Canada.Southern California. In addition, we organize an annual volunteer day in our community for our employees which in 2019 was at a local children’s hospital that works withdonate to our tenants’ employees, patients during recovery from complex medical issues. We are proud to report that more than half of our employees participated in this volunteer day.and residents every holiday season. Through both volunteerism and philanthropic efforts, Sabra is dedicated to contributing to the communities in which we operate.

Environmental Stewardship

As a socially and environmentally responsible company, we believe in implementing healthy, sustainable and energy efficient measures. We also believe that reducing our environmental footprint is beneficial to our stakeholders and to the world at large. As the substantial majority of Sabra’s properties are leased under long-term, triple-net operating leases, the implementation of environmental measures at these properties are managed by our operators. Within each of our target markets, we regularly engage in and discuss sustainable practices with our operators. To enhance these efforts, we have partnered with a third party consultant to identify and evaluate healthy, sustainable and energy efficient opportunities, such as transitioning to LED lights to significantly reduce electricity consumption. We also require our operator teams to practice responsible property management that emphasizes health, safety, energy and water conservation, and we encourage their tenants to do the same.

We also monitor environmental risk factors in order to assess the climate resiliency for the properties in our portfolio, such as exposure to floods or other natural disasters. We assess these climate-related risks as a part of our enterprise risk assessment, which is overseen by our Board of Directors.

Our COVID-19 Response

The global pandemic created challenges for our employees, our operators, their tenants, our communities and everyone around the world. It is through our resiliency and proactive approach that we were able to effectively adapt to the rapidly changing conditions throughout the year. Our highest priority was, and continues to be, ensuring the safety and well-being of everyone within the Sabra community.

For our employees, we immediately closed our offices and enabled work-from-home procedures for seamless continuity of our business operations. We established a COVID-19 action team to monitor updates on the pandemic, to oversee compliance with regulations and to develop safety and protection measures and protocols. We also actively engaged our employees to better understand the innate challenges each of them were facing, and expanded our employee benefits to cover costs for child and elder care as well as education, tutoring and school supplies.

For our operators, we focused our efforts on health, safety and wellness measures to identify, source and deploy practical and affordable technologies to support COVID-19 operating protocols. These included preventative access measures, enhanced monitoring, cleaning, sanitation and disinfection procedures, social distancing guidelines and implementation of air quality and purification systems. We also engaged our operators and tenants through awareness opportunities on the pandemic developments, personal protective equipment sourcing and financial assistance programs. Additionally, we hosted three webinars that covered the CARES Act, patient payment opportunities, and the epidemiology of COVID-19.    

DIRECTOR COMPENSATION

Director Compensation—20192020

The following table provides information on the compensation of the members of our Board of Directors who are not also our employees(“Non-Employee Directors”) for the year ended December 31, 2019.2020. The compensation paid to Mr. Matros, who is also one of our employees, is presented in the Summary Compensation Table and the related tables included below under “Executive Compensation.” Mr. Matros is not entitled to receive additional compensation for his service as a director.

Directors’ Compensation Policy

Under our Directors’ Compensation Policy, eachNon-Employee Director is entitled to receive the following as cash compensation: (1) an annual retainer of $75,000, payable in four equal quarterly installments, and (2) $1,000 for each committee (but not Board of Directors) meeting attended, with the meeting fee reduced to $500 for telephonic meetings lasting less than 30 minutes or forin-person meetings which the director attends other than in person. AnyNon-Employee Director serving as Chair of the Board or as the Lead Independent Director and each Chairperson of a committee of the Board of Directors is entitled to receive an additional annual retainer, payable in four equal quarterly installments, as follows: $30,000 for Chair or Lead Independent Director, $25,000 for Audit Committee Chair, $15,000 for Compensation Committee Chair, and $10,000 for Nominating and Governance.Governance Committee Chair. The annual retainer and any additional retainers are eachpro-rated for partial years of service.

TheNon-Employee Directors have the right to elect to receive their annual retainers and any additional annual retainers in the form of stock units in lieu of cash, which units would be issued as of the last day of the quarter in which the retainers relate and would be valued as of the award date. Under our current Directors’

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

Our “Named Executive Officers” for 20192020 are: Richard K. Matros, our Chairman, President and Chief Executive Officer; Harold W. Andrews, Jr., our Executive Vice President, Chief Financial Officer and Secretary; and Talya Nevo-Hacohen, our Executive Vice President, Chief Investment Officer and Treasurer. In 2019,2020, under the direction of our Board, our Named Executive Officers focused on completingmanaging the repositioningimpacts of the COVID-19 pandemic on our portfoliobusiness and worked to provide the support our tenants and operators needed to manage through the pandemic, while at the same time the Named Executive Officers remained focused on maintaining the strength of assets and enhancing our balance sheet strength to better position our Companyso that we remain poised for future growth.

Key highlights from 20192020 include:

The remainder of this section describes our executive compensation program and the material elements of compensation awarded to, earned by or paid to the Named Executive Officers during 2019.2020.

Compensation Program and Objectives

Our compensation program for executives is intended to:

Committee approves our executive compensation philosophy and procedures, and is responsible for administering our equity compensation plans, including approving grants of awards under the plans. The Compensation Committee is also responsible for approving employment agreements with the Named Executive Officers, including the new employment agreements that were entered into during 2019.Officers. In performing its duties, the Compensation Committee is authorized to consider the recommendations of our Chairman and Chief Executive Officer when determining the compensation of the other Named Executive Officers.

The elements of our executive compensation program were each approved by the Compensation Committee. None of the Named Executive Officers is a member of the Compensation Committee or, except for recommendations made by Mr. Matros with respect to the compensation of the other Named Executive Officers, had any role in determining the compensation of the Named Executive Officers.

Role of the Compensation Consultant

Since our becoming a separate publicly traded company, the Compensation Committee has retained FW Cook as its independent compensation consultant. The Compensation Committee is directly responsible for the appointment, compensation and oversight of FW Cook’s work and does not believe FW Cook’s work has raised any conflict of interest. FW Cook reports only to the Compensation Committee, and does not perform services for us, except for executive and director compensation-related services on behalf of, and as instructed by, the Compensation Committee.

At the end of 20182019 and in preparation for making base salary and bonus award decisions for 2019,2020, and again at the end of 20192020 in preparation for making 20192020 equity award grants and base salary and bonus award decisions for 2020,2021, the Compensation Committee engaged FW Cook to conduct an independent review of our executive compensation program to provide a competitive reference on pay levels, structure and performance alignment. As part of its review, FW Cook analyzed the salaries, target bonus opportunities, target cash compensation opportunities, equity award opportunities and targeted total direct compensation paid by our peer group of companies described below.

The Compensation Committee also requested advice from FW Cook on whether our executive compensation program was properly designed to motivate our Named Executive Officers to create long-term stockholder value. FW Cook recommended that we continue with our historic practice of awarding approximatelytwo-thirds of the grant date value of our annual equity awards in performance-based units, and that we also continue with the increased weighting of the TSR Units so that TSR Units make up approximately 70% of performance-based awards. FW Cook advised that continuing to make TSR Units the most heavily weighted long-term incentive vehicle would continue to align executive compensation amounts actually earned by the executives with their ability to create long-term value for our stockholders.

The Compensation Committee reviewed the reports prepared by FW Cook at the end of both 20182019 and 20192020 and used these reports, as applicable, when determining the amount and structure of each Named Executive Officer’s 20192020 cash base salary, bonus opportunity and equity award grants.

Peer Companies

When determining the amount of each Named Executive Officer’s 20192020 cash base salary and target bonus opportunity at the end of 2018,2019, the Compensation Committee, with the assistance of FW Cook, considered the compensation paid by the following peer companies, which we refer to as the 20182019 peer group of companies:

This is the sameWe added seven new companies to our 2019 peer group of peer companies we used during the prior year, with the exception of Education Realty Trust, which has been removed because it was acquired and was no longer a public company at the end of 2018.

When determining the amount of each Named Executive Officer’s 2019 long-term equity award grants at the end of 2019, we used the same group of peer companies listed above, except that iStar(iStar Inc., Lexington Realty Trust, New Senior Investment Group Inc., Retail Properties of America, Inc., Spirit Realty Capital, Inc., STAG Industrial, Inc., and STORE Capital Corporation were added to the peer group.Corporation). New Senior Investment Group Inc. was added because it is a healthcare REIT that meets our size criteria (described below), and the other companies were added to the peer group because they are similarly sized REITs with a net lease focus and an internalized management team.

When determining the amount of each Named Executive Officer’s 2020 long-term equity award grants at the end of 2020, we used the same group of peer companies listed above, except that VICI Properties Inc. was added because it is a similarly sized REIT with a net lease focus and internalized management team. Our 20192020 peer group of companies is listed in the table below:

group companies. The Compensation Committee believes that the peer group companies are a reasonable reference point for compensation decisions with respect to the Named Executive Officers based on each peer company’s similarity to Sabra taking into account their respective businesses, revenues, FFO, total assets, market capitalization, enterprise value, and the talent pool for which they compete. As of October 31, 2019,November 11, 2020, our trailing twelve month revenues, FFO and total assets were at the 49^th percentile, 6151^st percentile and 4944^thpercentile, respectively, relative to the peer companies, and our market capitalization and enterprise value were at the 4634^th percentile and 5137^stth percentile, respectively, of the peer companies. We believe the relative size of the peer group companies aligns with our goal of placing Sabra at approximately the 50^th percentile relative to the size of our peer companies.

In 2019,2020, the Compensation Committee applied a 50^th percentile guideline compensation philosophy for target total direct compensation when making pay decisions. We believe that eachEach of our Named Executive Officers’ target total direct compensation for 20192020 approximated the 50^th percentile of the targeted total direct compensation provided by our peer companies to similarly situated executives.executives, although compensation was not set precisely to the guideline.

Role of StockholderSay-on-Pay Votes

Sabra currently provides its stockholders with the opportunity to cast an annualnon-binding, advisory vote on the compensation of our Named Executive Officers, which we refer to as asay-on-pay proposal. At our 20192020 Annual Meeting of Stockholders, approximately 97.8%95.6% of the votes cast supported oursay-on-pay proposal. The results at our 20192020 Annual Meeting were consistent with the results in prior years following our becoming a separate publicly traded REIT, where stockholders supported oursay-on-pay proposal by between 95.3% and 98.9% of the votes cast. The Compensation Committee believes this high degree of stockholder support for our 20192020 say-on-pay proposal, combined with similarly high degrees of support for oursay-on-pay proposals in prior years, affirms stockholders’ support of our executive compensation program.

The Compensation Committee will continue to consider the outcome of stockholders’ votes on oursay-on-pay proposals when making future compensation decisions for the Named Executive Officers.

Material Elements of Compensation

Base Salaries

We pay each Named Executive Officer a base salary to provide each executive with a minimum, fixed level of cash compensation.

The Compensation Committee reviewed each Named Executive Officer’sexecutive’s base salary at the end of 20182019 to determine whether any increases for 20192020 were warranted and determined to increase each executive’s base salary by $50,000$25,000 for 2019.2020. The Compensation Committee also reviewed each executive’s base salary at the end of 20192020 and determined not to increase eachmake any increases to any executive’s base salary by $25,000 for 2020.2021.

The base salary that was paid to each Named Executive Officer for the 20192020 calendar year is reported in the “Summary Compensation Table—2017—2019”2018—2020” below.

Under the terms of the 20192020 bonus program, prior to the start of the 20192020 calendar year, each Named Executive Officer was permitted to elect to receive his or her annual bonus in the form of an equity award or in the form of a cash payment. If an executive elected an equity award, the executive would receive a Bonus Unit award with respect to a targeted number of shares having a grant date value equal to the amount of the executive’s cash denominated target bonus divided by the opening price of a share of common stock on January 2, 20192020 (the first trading day of 2019)2020). This can be illustrated as follows:

Cash Target Bonus Amount ÷ $16.32$21.44 Opening Share Price = Target # of Bonus Units

If an executive elected a cash payment, any bonus becoming payable would be paid in cash using the same performance criteria applicable to the Bonus Units. AllMr. Matros elected to receive all of the Named Executive Officershis 2020 annual incentive opportunity in cash, Mr. Andrews elected an equity awardto receive 50% of his 2020 annual incentive opportunity in the form ofcash and 50% in Bonus Units, and Ms. Nevo-Hacohen elected to receive all of her 2020 annual incentive opportunity in Bonus Units. Bonus Units allow the executive officer to potentially improve theirhis or her payout by creating stockholder value and to increase theirhis or her ownership of our common stock.

The target bonus under the 20192020 bonus program for Mr. Matros was set at approximately 125% of his cash base salary. Mr. Matros’s 125% target bonus level was the same as his target bonus level for each year since 2014. The 20192020 target bonus for Mr. Andrews and Ms. Nevo-Hacohen was set at 100% of each executive’s base salary, amount, which was the same as each executive’s target bonus percentage inlevel for each year since 2018.

Each Named Executive Officer was eligible to earn a maximum bonus equal to 200% of the executive’s target bonus amount. The 200% maximum payout was the same maximum payout as under our 20182019 bonus program, and reflected a reduction from our historical plan design where a 250% maximum payout was used. The bonus payable for achieving the threshold performance level was set at 80%0% of the executive’s target bonus amount.

The following chart shows the amount of each Named Executive Officer’s target and maximum bonus opportunities, expressed in both dollars and number of Bonus Units.Units based on the form of payment elected by the Named Executive Officer.

Bonus UnitsThe onset of the COVID-19 pandemic in March of 2020 made structuring the 2020 bonus program particularly challenging. The skilled nursing and senior housing industries, which are the primary industries we serve, were directly affected by the pandemic more than many other industries during 2020. The shape of the pandemic and its financial impact has been (and continues to be) difficult to predict, and it has forced our Named Executive Officers to have to focus on ensuring the health and safety of our operators in addition to all of their other responsibilities. The pandemic has had an impact on our anticipated level of investment activity and has negatively impacted the average occupancy of our portfolio, and these financial effects are difficult to predict and model.

Given the uncertainty regarding the financial impacts of the pandemic, the Compensation Committee considered switching to a discretionary bonus program for 2020 as a result of the difficulty in establishing objective performance targets. However, the Compensation Committee ultimately determined that it was important to continue to have an objective bonus program with quantifiable financial performance targets. The rationale was that it was critical that performance targets should not be adjusted after being established. The

Compensation Committee therefore waited until July of 2020 to establish the 2020 bonus program and, as in prior years, awards under the 20192020 bonus program became earned based on our adjusted normalized FFO performance per share. The uncertainty of the pandemic was reflected in the bonus funding schedule. The Compensation Committee established the threshold performance level at 75% of the target FFO per share during 2019. performance level (rather than at 95% of the target performance level as in 2019) and reduced the payout for achieving the threshold performance level from 80% in 2019 to 0% for 2020. The Compensation Committee believed these changes would provide the executives with an opportunity to earn below target bonuses even if the financial impacts of the pandemic turned out to be worse than anticipated.

The Compensation Committee chose anFFO-based performance metric for two primary reasons. First, anFFO-based metric was used to motivate therewards executives to drivefor driving growth in our annual FFO performance, which the Compensation Committee believed would in turn benefitbelieves benefits stockholders in the

the executive officer’s 2020 bonus in Bonus Units instead of a cash denominated bonus, the value of each executive’s actual bonus payment for 20192020 that was paid in Bonus Units was, like our stockholders, dependent on the trading price of our common stock, as illustrated by the table below.

We believe the 2019 Bonus Unit2020 bonus award payments are evidence of the performance contingent and equity-linked nature of our executive compensation program design at work.

The Named Executive Officers’ cash bonus payments are reported in the non-equity incentive plan compensation column of the “Summary Compensation Table—2018—2020” below and the Bonus Units are reported in the stock awards column of the “Summary Compensation Table—2017—2019”2018—2020” below, and the awards are also reported in the “Grants of Plan-Based Awards—2019”2020” table below.

Long-Term Incentives

Structure and Timing of 20192020 Equity Awards.

Structure of 20192020 Equity Awards. Since becoming a separate publicly traded company, a key feature of our executive compensation program has been our long-term equity award program. Approximatelytwo-thirds of the grant date value of our annual equity awards has been subject to performance-vesting conditions over a three-year performance period, and all awards are payable in shares of our common stock that may increase or decrease in value during the three-year performance period. Historically, the grant date value of performance-based annual equity awards has been split equally between FFO Units and TSR Units.

Beginning with the 2017 annual equity awards, the Compensation Committee decided to increase the weighting of the TSR Units so that the TSR Units comprise approximately 70% of the grant date value of the performance-based annual equity awards, with FFO Units making up the remaining approximately 30% of the performance-based annual equity awards. The Compensation Committee determined to increase the weighting of the TSR Units because it believes that the TSR Units are an effective vehicle to motivate our Named Executive Officers to create long-term stockholder value, while at the same time penalizing the executives and requiring forfeitures if they are not able to successfully execute our strategic vision and grow stockholder value at a greater rate than our TSR comparison peer companies listed below.

The table below summarizes the 20192020 equity award grants (with FFO Units and TSR Units shown at the target levels)levels and the grant date value based on the amount approved by the Compensation Committee):

Mandatory Holding Period and Deferral after Vesting. In 2015, we introduced a holding period requirement for stock units that become vested based on continued employment (“Time-Based Units”), FFO Units and TSR Units granted to the Named Executive Officers. For any Time-Based Units, FFO Units or TSR Units that vest, executives are required to wait a minimum of one year after the vesting date before receiving payment of the underlying vested shares. In 2016, we introduced a deferral feature for the Named Executive Officers’ Time-Based Units, FFO Units and TSR Units, which requires that vested awards be held and will not become payable until the fifth calendar year following the grant date. The only exceptions to theone-year holding requirement are if the executive dies or suffers a disability, or if there is a change in control. Similarly, the only exceptions to the deferral requirement are if the executive dies, suffers a disability or otherwise has a termination of employment, or if there is a change in control after the awards vest. The Compensation Committee believes theone-year holding requirement coupled with the deferral requirement further reinforces the long-term nature of the awards and serves to further align the executives’ interests with those of our long-term stockholders. All of the long-term equity awards granted to the Named Executive Officers during 20192020 (but not any Bonus Units) are subject to the same mandatory five-year deferral requirement andone-year post-vesting holding period.

Timing of 20192020 Equity Awards. The Compensation Committee determined the total grant date dollar value of each Named Executive Officer’s 20192020 equity awards in December 2019.2020. We convert the total grant date dollar value of each executive’s equity award into a number of Time-Based Units, FFO Units and TSR Units using the same accounting value of each award that is used in our financial statements. We utilize this conversion approach so that the grant date award value of each type of award reported in our proxy statement (such as in the “Grants of Plan-Based Awards—2019”2020” table below) is approximately equal to the grant date dollar value of the award that is approved by the Compensation Committee.

Since 2012, we have adopted a policy of awarding annual equity awards to the Named Executive Officers and our other employees in the fourth quarter of each calendar year. We believe that making annual equity awards in the fourth quarter of each calendar year (instead of during the first quarter of each calendar year) better allows us to consider our performance for the year when determining the level of equity awards to be granted for that year, as well as any feedback from stockholders on thesay-on-pay proposal for the year.

Time-Based Units: Time-Based Units are included as part of each executive’s annual long-term equity award to provide an equity incentive linked to the value realized by our stockholders that becomes earned based on the executive’s continued employment with us. Time-Based Units made up approximately 35% of the total grant date dollar value of each Named Executive Officer’s 20192020 annual equity award. Each executive’s Time-Based Units granted in 20192020 become vested in equal annual installments over a period of four years, with installments vesting on December 31 in each of 2020, 2021, 2022, 2023 and 2023,2024, with any vested units subject to theone-year post-vesting holding period requirement and deferral feature described above.

made up approximately 30% of the performance-based annual equity awards and 20% of the total grant date dollar value of each Named Executive Officer’s 20192020 annual equity award.

Each executive’s FFO Units granted at the end of 20192020 become vested based on our adjusted normalized FFO performance per share for the calendar year 20222023 relative to apre-established objective target for 20222023 determined by the Compensation Committee. Adjusted normalized FFO per share is defined for these purposes as (A) our FFO for 2022,2023, adjusted to eliminate the impact of(1) non-recurring items, including without limitation thewrite-off of deferred financing fees, contingent consideration adjustments, transitional expenses related to the CCP acquisition,non-RIDEA facility operating expenses, write-offs of above/below market rent adjustments, and other similar items as determined by the Compensation Committee,(2) non-cash compensation expense, (3) cash bonuses payable to our officers and employees, (4) transaction costs in connection with investment activity and capital markets activity, (5) any change in accounting policies or practices, (6) any gain or loss on lease or rental income restructurings to the extent included in FFO, (7) loan, preferred equity, direct financing lease, and unconsolidated joint venture investment impairments or loss reserves, and (8) deferred income tax expense, divided by (B) the weighted average number of shares of common stock and common stock equivalents outstanding.

We believe that the adjusted normalized FFO per share target for 20222023 is reasonably attainable if we are able to execute on our strategic objectives and achieve future growth. The decision to use the third calendar year in the performance period as the performance measurement year is intended to give the executives a period of time to execute on Sabra’s strategic objectives.

Although our Bonus Unitsannual incentive awards also become earned based on anFFO-based performance metric, the FFO Units granted in any year will have different adjusted normalized FFO targets than those established under the annual bonus program. While the FFO Units become payable based on our performance relative to thepre-established objective adjusted normalized FFO per share target for the third calendar year following the grant date, the Bonus Unitsannual incentive awards become payable based on our performance relative to the adjusted normalized FFO per share target for the year in which the Bonus Unitsawards are granted. For example, the FFO Units granted in the 20192020 calendar year become payable based on adjusted normalized FFO performance per share for the 20222023 calendar year, and the Bonus Unitsannual incentive awards granted under the bonus program approved in the 20192020 calendar year became payable based on adjusted normalized FFO performance per share for the 20192020 calendar year. As a result, we believe that the FFO Units incentivize long-term performance while Bonus Unitsannual incentive awards incentivize annual performance, and executives are not rewarded twice for achieving the same FFO results because the bonus program has aone-year FFO goal and the FFO Units have a three-year FFO goal.

100% of each executive’s target number of FFO Units will become vested if we achieve the targeted performance level. If we achieve 90.96% (the threshold level) or less than 90.96% of the targeted performance level, (the threshold level), 0% of each executive’s target number of FFO Units will become vested, while if we achieve 109.04% or more of the targeted performance level (the maximum level), 200% of each executive’s target number of FFO Units will become vested. Performance between the threshold level andup to the targeted performance level will result in between 0% and 100% of each executive’s target number of FFO Units becoming vested, with the percentage becoming vested generally decreasing 11% for each 1% decrease in the targeted performance level achieved (e.g., if we achieve approximately 97% of the targeted performance level, 67% of each executive’s target number of FFO Units will become vested). Performance between the targeted performance level and the maximum level will result in between 100% and 200% of each executive’s target number of FFO Units becoming vested, with the percentage becoming vested generally increasing 11% for each 1% increase in the targeted performance level achieved. This vesting schedule thus includes both an11-1 reduction for below-target performance and an11-1 increase for above-target performance so that the upside and downside leverage for the awards is symmetrical.

The vesting schedule for the FFO Units can be illustrated graphically as follows:

Any FFO Units that become eligible to vest based on our FFO performance are also subject to a vesting condition based on the executive’s continued employment through the last day of the applicable performance period, with any vested units subject to theone-year post-vesting holding period requirement and deferral feature described above.

TSR Units: In December 2017, the Compensation Committee determined to increase the weighting of the TSR Units because it believes the TSR Units are an effective vehicle to motivate our Named Executive Officers to create long-term stockholder value, while at the same time penalizing the executives and requiring forfeitures if they are not able to successfully execute our strategic vision and grow stockholder value. As a result of the increased weighting of the TSR Units, TSR Units made up approximately 70% of the performance-based annual equity awards and 45% of the total grant date dollar value of each Named Executive Officer’s 20192020 annual equity award. As in 2018, TSR Units were the most heavily weighted long-term incentive vehicle.

The TSR Units granted in 20192020 become vested based on our relative total stockholder return over a three-year performance period consisting of calendar years 2020-20222021-2023 measured against the following publicly traded REITs:

This group of TSR comparison companies includes all publicly traded U.S. based industrial, office and healthcare REITs with market capitalization values above $100,000,000 as of November 30, 2019,2020, as well as those companies included in our 20192020 peer group of companies used for compensation comparison purposes, other than VICI Properties Inc. (64 companies in total). Although all of the compensation peers are included in the TSR comparison peer group, the TSR comparison peer group is a different, broader set of companies. The companies in our compensation peer group (25(26 companies in total in the 20192020 peer group of companies) were selected based on their similarity to Sabra, taking into account their respective businesses, revenues, FFO, total assets, market capitalization, enterprise value and the talent pool for which they compete. The Compensation Committee believes that the selection criteria for relative TSR performance comparison can be different than for compensation comparison because REIT sectors are affected by similar economic forces (with REIT size playing a relatively small role in stockholder return), while compensation amounts correlate with each of the REIT sector, Sabra’s size and the talent pool for which Sabra is competing.

100% of each executive’s target number of TSR Units granted in 2020 will become vested if we achieve a total stockholder return percentile ranking at the 55^th percentile relative to the applicable TSR peer companies. If our total stockholder return percentile ranking relative to the applicable TSR peer companies is less than the 25^th percentile (the threshold level), 0% of each executive’s target number of TSR Units will become vested, while if we achieve a total stockholder return percentile ranking relative to the applicable TSR peer companies at or above the 80^th percentile (the maximum level), 200% of each executive’s target number of TSR Units will become vested. Performance up to the maximum level will result in between 0% and 200% of each executive’s target number of TSR Units becoming vested, with the vesting schedule having a 2-1 percentage reduction for performance below the 50^th percentile performance and a 4-1 percentage increase for above-target performance to provide additional upside leverage to incentivize the executives to exceed the 55^th percentile target level. If we achieve a negative absolute total stockholder return over the performance period, the maximum percentage of each executive’s target number of TSR Units eligible to become vested is in all events capped at 100%, in recognition that in such event, while our total stockholder return may have exceeded that of our peers, our stockholders would not have realized a positive total stockholder return on an absolute basis for this period. 100% of each executive’s target number of TSR Units granted in 2019 will become vested if we achieve a total stockholder return percentile ranking at the 55^th percentile relative to the applicable TSR peer companies. If our total stockholder return percentile ranking relative to the applicable TSR peer companies is less than the 30^th percentile (the threshold level), 0% of each executive’s target number of TSR Units will become vested, while if we achieve a total stockholder return percentile ranking relative to the applicable TSR peer companies at or above the 80^th percentile (the maximum level), 200% of each executive’s target number of TSR Units will become vested. Performance between the threshold level and the maximum level will result in between 0% and 200% of each executive’s target number of TSR Units becoming vested, with the vesting schedule retaining the more punitive2-1 percentage reduction introduced in 2017 for below-target performance and a4-1 percentage increase for above-target performance to provide additional upside leverage to incentivize the executives to exceed the 55^th percentile target level.

The vesting schedule for the TSR Units can be illustrated graphically as follows:

Like the FFO Units, any TSR Units becoming eligible to vest based on our relative total stockholder return performance are also subject to a vesting condition based on the executive’s continued employment through the last day of the applicable performance period, with any vested units subject to theone-year post-vesting holding period requirement and deferral feature described above.

Dividend Equivalents: Time-Based Units, FFO Units and TSR Units granted under our long-term equity award program entitle the executive to receive an additional credit of stock units having a value equal to the amount of the ordinary cash dividends paid on the shares of common stock underlying the award (i.e., dividend equivalents are reinvested in additional units). Any additional stock units credited as a dividend equivalent payment will not be paid unless they vest and are subject to the same vesting requirements as the stock unit awards to which they relate (including the applicable performance conditions).

Clawback: Time-Based Units, FFO Units and TSR Units granted under our long-term equity award program are each subject to the terms of our clawback policy described below.

Payouts of Previously Granted Performance-Based Awards. The performance period applicable to certain previously granted awards of TSR Units and FFO Units ended on December 31, 2019.2020.

2017-20192018-2020 TSR Units. For the 2017-20192018-2020 TSR Unit performance period, we achieved a total stockholder return ranking equal to the 3466.67^th percentile. As a result of our three-year relative total stockholder return over this period, our Named Executive Officers earned a belowan above target payout of their TSR Units for this performance period and forfeitedearned approximately 36%147% of their target number of TSR Units for this period.period (including 147% of the target number of TSR Units subject to the special award of TSR Units that was granted to each Named Executive Officer in relation to the CCP transaction). We believe this 64% TSR Unit payout is evidence of the performance contingent nature of our executive compensation program design at work — as a result ofwork. This is the first time in four years that the Named Executive Officers’ TSR Units have paid out at or above target, and we believe the Named Executive Officers earned this TSR Unit payout based on our below targetstrong relative total stockholder return ranking forperformance during the performance period, each Named Executive Officer effectively forfeited 12% of the grant date award value of his or her 2017 long-term annual equity awards.period.

All of the TSR Units for the 2016-2018 and 2015-2017 performance periods were forfeited without any payment being made. As a result of the forfeitures of the 2017-2019, 2016-2018 and 2015-2017 TSR Units, our Chief Executive Officer forfeited TSR Units having a total grant date value of $1,456,049, while each of the other Named Executive Officers forfeited TSR Units having a total grant date value of $661,858. As a result of

We achieved adjusted normalized FFO was measured on an absolute basis (rather than on a per share basis)of approximately $1.817 per share. This was below the threshold amount for the 2017-20192018-2020 FFO Unit award, thus the award was forfeited in full.

Our Compensation Committee determined not to make any adjustments to the original 2020 FFO per share target for the impacts of the COVID-19 pandemic, as it decided that it was important that performance period. Our adjusted normalized FFO performance resulted in a payout for each Named Executive Officer that was equal to just 8% of his or her target number of FFO Units. We believe this nominal payout demonstratesbe measured based on the rigor of our performance targets and the performance contingent nature of our executive compensation program design at work.original target.

The grant-date fair value of the Time-Based Units, FFO Units and TSR Units granted to the Named Executive Officers in 20192020 as determined under the accounting principles used in our financial reporting are reported in the “Summary Compensation Table—2017—2019”2018—2020” and the “Grants of Plan-Based Awards—2019”2020” tables below.

Severance Benefits

We believe that severance protections, particularly in the context of the uncertainty surrounding any potential change in control transaction, play a valuable role in attracting and retaining quality executive officers. We provide severance protections to each of the Named Executive Officers under their employment agreements. The employment agreements with all of our Named Executive Officers were scheduled to expire in 2020. At the end of 2019, we entered into new employment agreements with all of our Named Executive Officers to replace the expiring agreements in order to retain our executive leadership team.

As described in more detail below under the heading “Potential Payments Upon Termination or Change in Control,” each of the Named Executive Officers would be entitled to severance benefits in the event of a termination of employment by us without “good cause” or by the executive for “good reason” (as those terms are defined in each executive’s employment agreement). The severance benefits for Mr. Matros are based on a 2.25x multiple, while the severance benefits for Mr. Andrews and Ms. Nevo-Hacohen are based on a 1.5x multiple. We do not believe that the Named Executive Officers should be entitled to receive their cash severance benefits merely because a change in control transaction occurs, and a change in control does not, in and of itself, entitle any Named Executive Officer to receive severance benefits (i.e., these severance benefits are “double-trigger” benefits). The amount of severance benefits for Mr. Andrews and Ms. Nevo-Hacohen will increase and be based on a 2x multiple in connection with a qualifying termination in connection with or following a change in control. The severance benefit multiple for Mr. Matros will not increase for a qualifying termination in connection with or following a change in control. No Named Executive Officer is entitled to receive a“gross-up” or similar payment for any excise taxes that may become payable in connection with a change in control pursuant to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), and, depending on what results in the bestafter-tax benefit for the executive, benefits may be “cut back” instead in such circumstances.

executive officer and are required to retain 50% of the netafter-tax shares received in respect of equity awards until they are in compliance. Each of the Named Executive Officers is currently in compliance with the required ownership levels.

Clawback Policy

Our Board of Directors has adopted a compensation recoupment policy whereby in the event of a material restatement of Sabra’s financial results (whether due to mistake, fraud or other misconduct, or any other material noncompliance with applicable financial reporting requirements), the Compensation Committee is required to review our cash and equity incentive compensation awards and may, if it determines appropriate after considering all relevant facts and circumstances, require the reimbursement of the incremental incentive compensation that an executive officer received as a result of the incorrect financial results. Time-Based Units, FFO Units, TSR Units and payouts under our bonus program are each subject to the terms of this clawback policy.

Policy with Respect to Section 162(m)

Section 162(m) of the Code generally prohibits a publicly-held company from deducting compensation paid to a current or former NEONamed Executive Officer that exceeds $1.0 million during the tax year. Certain awards granted before November 2, 2017 that were based upon attainingpre-established performance measures that were set by the Compensation Committee under a plan approved by our stockholders, as well as amounts payable to former executives pursuant to a written binding contract that was in effect on November 2, 2017, may qualify for an exception to the $1.0 million deductibility limit.

As one of the factors in its consideration of compensation matters, the Compensation Committee notes this deductibility limitation. However, the Compensation Committee has the flexibility to take any compensation-related actions that it determines are in the best interests of Sabra and our stockholders, including awarding compensation that may not be deductible for tax purposes. Because we are taxed as a REIT, Section 162(m) considerations are not as significant for us as for other publicly-traded companies that are not taxed as REITs. There can be no assurance that any compensation will in fact be deductible as a result of the limitations under Section 162(m).

The foregoing report of the Compensation Committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by Sabra (including any future filings) under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent Sabra specifically incorporates such report by reference therein.

Compensation Committee Interlocks and Insider Participation

Messrs. Ettl, Malehorn, Barbarosh Malehorn and Walters and Ms. Katzmann each served as members of the Compensation Committee during 2019.2020. No member of the Compensation Committee is a past or present officer or employee of Sabra or had any relationship with us requiring disclosure under SEC rules requiring disclosure of certain transactions with related persons. In addition, none of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officer of which served as a director or member of the Compensation Committee during 2019.2020.

Summary Compensation Table—2017—20192018—2020

The following table provides information on the compensation of the Named Executive Officers for 2020, 2019 2018 and 2017.2018. Because only three individuals served as our executive officers during 2019,2020, we have only three Named Executive Officers for 2019.2020.

The aggregate grant date fair value of these awards was computed in accordance with FASB ASC Topic 718, and excludes the effects of estimated forfeitures. The reported award values have been determined using the assumptions described in Note 12 to the Consolidated Financial Statements included in Sabra’s 20192020 Annual Report. The FFO Units are valued based on the probable outcome of the applicable performance conditions as determined on the grant date, which results in a grant date fair value for the FFO Units as follows: Mr. Matros ($680,038)700,146); Mr. Andrews ($220,006)220,044); and Ms. Nevo-Hacohen ($220,006)220,044). If we achieve the highest level of performance under the FFO Units, the grant date fair value for the FFO Units would increase to the following amounts: Mr. Matros ($1,360,077)1,400,293); Mr. Andrews ($440,011)440,089); and Ms. Nevo-Hacohen ($440,011)440,089).

20192020 Bonus Units. The amounts reported for 20192020 also include the aggregate grant date fair value of the bonus performance stock units (the “Bonus Units”)Bonus Units granted to the Named Executive OfficersMr. Andrews and Ms. Nevo-Hacohen under our 20192020 annual bonus program pursuant to an election by eachthe Named Executive Officer to receive all or a portion of his or her annual bonus in the form of an equity award rather than in the form of a cash payment.

The aggregate grant date fair value of the Bonus Units was computed in accordance with FASB ASC Topic 718 and excludes the effects of estimated forfeitures. The reported award values have been determined using the assumptions described in Note 12 to the Consolidated Financial Statements included in Sabra’s 20192020 Annual Report. The Bonus Units are valued based on the probable outcome of the applicable performance conditions as determined on the grant date, which results in a grant date fair value for the Bonus Units as follows: Mr. Matros ($1,471,030); Mr. Andrews ($719,158);201,269) and Ms. Nevo-Hacohen ($719,158)402,553). If we had achieved the highest level of performance under the Bonus Units, the grant date fair value for the Bonus Units would have increased to the following amounts: Mr. Matros ($2,942,060); Mr. Andrews ($1,438,316);402,538) and Ms. Nevo-Hacohen ($1,438,316)805,106).

Please see “—Compensation Discussion and Analysis—Material Elements of Compensation” above for a discussion of the components of our 20192020 equity awards and how these awards were determined.

Description of Employment Agreements—Salary and Incentive Bonus Payments

At the end of 2019, we entered into new employment agreements with each of the Named Executive Officers. Each executive’s agreement has an initial three-year term. The initial term is extended for a new three-year term on each anniversary of the effective date, unless either party provides 60 days’ notice prior to the applicable anniversary of the effective date, in which case the agreement will terminate on the anniversary of the effective date occurring in the second year following the year in which such notice was provided. Each agreement is also subject to earlier termination in connection with an executive’s termination of employment.

Each executive’s employment agreement provides for an initial annual base salary to the executive that is subject to annual merit increases. Each executive’s agreement entitles the executive to an annual incentive bonus pursuant to the terms of our executive bonus plan, which for 20192020 was our 20192020 bonus program described above in “—Compensation Discussion and Analysis—Material Elements of Compensation—20192020 Annual Incentive Compensation.” Each executive’s agreement also provides that the executive is entitled to participate in our usual benefit programs for our senior executives, to accrue paid time off in accordance with our policy for senior executives and to be reimbursed for the executive’s business expenses.

Grants of Plan-Based Awards—20192020

The following table sets forth certain information concerning the cash bonus opportunities, Bonus Units, Time-Based Units, FFO Units and TSR Units that were granted to the Named Executive Officers during 2019.2020. All of these awards were granted under our 2009 Performance Incentive Plan.