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:

CapitalSonida Senior Living, CorporationInc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

CAPITALSONIDA SENIOR LIVING, CORPORATIONINC.

14160 DALLAS PARKWAY,16301 QUORUM DRIVE, SUITE 300160A

DALLAS,ADDISON, TEXAS 7525475001

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held December 9, 2020January 27, 2022

To the Stockholders of CapitalSonida Senior Living, Corporation:Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of CapitalSonida Senior Living, Corporation,Inc., a Delaware corporation (the “Company”), will be held at the Company’s corporate office, Third Floor Conference Room, at 14160 Dallas Parkway,16301 Quorum Drive, Suite 300, Dallas160A, Addison, Texas 75254,75001, on the 9th27th day of December, 2020January, 2022 at 9:10:00 a.m. Central Time, for the following purposes:

1. To elect three directors of the Company to hold office until the Annual Meeting to be held in 20232024 or until their respective successors are duly qualified and elected;

2. To ratify the Audit Committee’s appointment of Ernst & Young LLP, independent accountants, as the Company’s independent auditors for the fiscal year ending December 31, 2020;2021;

3. To cast an advisory vote on executive compensation;

4. To approve amendmentsan amendment to the Company’s Certificate2019 Omnibus Stock and Incentive Plan, as amended, to increase the limitation on the maximum number of Incorporation to declassify the Company’s Board of Directors;

5. To approve amendments to the Company’s Certificate of Incorporation to effect, at the discretionshares of the Company’s Board of Directors, (i) a reverse stock split of our common stock atwith respect to which awards may be granted to any one of the following ratios: 1-for-10,1-for-15 or 1-for-20, with the ultimate ratioparticipant during any calendar year to be determined by the Company’s Board of Directors in its sole discretion; and (ii) a reduction of the number of authorized125,000 shares of our common stock in a corresponding proportion, subject to rounding up to the next whole number of shares;stock; and

6.5. To transact any and all other business that may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof.

These proposals are described in more detail in the Company’s Proxy Statement. The Board of Directors has fixed the close of business on October 27, 2020December 15, 2021 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any adjournment(s) or postponement(s) thereof. Only stockholdersholders of record at the close of business on the Record Date of shares of the Company’s common stock and Series A Convertible Preferred Stock are entitled to notice of and to vote at the Annual Meeting. The stock transfer books will not be closed. A list of stockholders entitled to vote at the Annual Meeting will be available for examination at the Company’s principal executive offices for ten days prior to the Annual Meeting.

You are cordially invited to attend the Annual Meeting; however, whether or not you expect to attend the Annual Meeting in person, you are urged to mark, sign, date and mail the enclosed proxy card promptly so that your shares of stock may be represented and voted in accordance with your preferences and in order to help establish the presence of a quorum at the Annual Meeting. If you attend the Annual Meeting and would like to vote in person, you may do so even if you have already dated, signed and returned your proxy card.

Please note that, although we currently intend to hold the Annual Meeting in person, we are actively monitoring the health and safety concerns and government recommendations and restrictions relating to the recent outbreak of the novel coronavirus (COVID-19). As a result, in the event we determine that it is advisable to hold the Annual Meeting partly or solely by means of virtual communications, we will publicly announce such alternative arrangements as promptly as practicable before the Annual Meeting. We will announce any decision to modify the structure of the Annual Meeting, along with details on how to participate, by press release (which will be available on our website at www.capitalsenior.com/www.sonidaseniorliving.com/investor-relations) and a filing with the SEC. If you are planning to attend the Annual Meeting, please be sure to check our website and SEC filings for any updates prior to the Annual Meeting. As always, we encourage you to vote your shares prior to the Annual Meeting.

vote on executive compensation, orand the approval of the amendmentsproposal to amend the Company’s Certificate of Incorporation to declassify the Company’s Board of Directors.2019 Omnibus Stock and Incentive Plan. We encourage you to provide voting instructions to your broker, bank or other nominee if you hold your shares in street name so that your voice is heard on such matters.

Important Notice Regarding Availability of Proxy Materials for the Stockholders Meeting to be held on December 9, 2020:January 27, 2022: The Company’s Proxy Statement and the 20192020 Annual Report to Stockholders are also available at www.proxydocs.com/csusnda.

By Order of the Board of Directors

MichaelDavid W. ReidJohnson Chairman of the Board		Kimberly S. Lody President and Chief Executive Officer

November 3, 2020December 22, 2021

Dallas,Addison, Texas

TABLE OF CONTENTS

CAPITALSONIDA SENIOR LIVING, CORPORATIONINC.

14160 Dallas Parkway,16301 Quorum Drive, Suite 300160A

Dallas,Addison, Texas 7525475001

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

To Be Held December 9, 2020January 27, 2022

Solicitation and Revocability of Proxies

The Board of Directors (the “Board of Directors” or the “Board”) of CapitalSonida Senior Living, CorporationInc. (the “Company,” “Capital Senior,“Sonida,” “we,” “our” or “us”) is soliciting your proxy for voting on the proposals to be presented at our annual meeting of our stockholders to be held on December 9, 2020January 27, 2022 (the “Annual Meeting”). The Annual Meeting will be held at the Company’s corporate office, Third Floor Conference Room, at 14160 Dallas Parkway,16301 Quorum Drive, Suite 300, Dallas160A, Addison, Texas 75254, 75001, on the 9th27th day of December, 2020January, 2022 at 9:10:00 a.m. Central Time for the purposes set forth in the accompanying notice and described in this Proxy Statement. When proxies in the accompanying form are properly executed and received, the shares represented thereby will be voted at the Annual Meeting in accordance with the directions noted thereon, unless the proxy is subsequently revoked.

Please note that, although we currently intend to hold the Annual Meeting in person, we are actively monitoring the health and safety concerns and government recommendations and restrictions relating to the recent outbreak of the novel coronavirus (COVID-19). As a result, in the event we determine that it is advisable to hold the Annual Meeting partly or solely by means of virtual communications, we will publicly announce such alternative arrangements as promptly as practicable before the Annual Meeting. We will announce any decision to modify the structure of the Annual Meeting, along with details on how to participate, by press release (which will be available on our website at www.capitalsenior.com/www.sonidaseniorliving.com/investor-relations) and a filing with the Securities and Exchange Commission (“SEC”). If you are planning to attend the Annual Meeting, please be sure to check our website and SEC filings for any updates prior to the Annual Meeting. As always, we encourage you to vote your shares prior to the Annual Meeting.

Any stockholder giving a proxy has the unconditional right to revoke his or her proxy at any time prior to the voting thereof by attending the Annual Meeting and voting in person at the Annual Meeting, by delivering a duly executed proxy bearing a later date or by giving written notice of revocation to us addressed to David R. Brickman, Senior Vice President, General Counsel and Secretary, 14160 Dallas Parkway,16301 Quorum Drive, Suite 300, Dallas,160A, Addison, Texas 75254.75001. However, no such revocation will be effective unless such notice of revocation has been received by us at or prior to the Annual Meeting.

Our principal executive offices are located at, and our mailing address is, 14160 Dallas Parkway,16301 Quorum Drive, Suite 300, Dallas,160A, Addison, Texas 75254.75001.

Our management does not intend to present any business at the Annual Meeting for a vote other than the matters set forth in the accompanying notice and described in this Proxy Statement and has no knowledge that others will do so. If other matters requiring a vote of our stockholders properly come before the Annual Meeting, then it is the intention of the persons named in the accompanying form of proxy to vote the shares represented by the proxies held by them in accordance with their judgment on such matters.

This Proxy Statement and accompanying form of proxy are being mailed on or about November 3, 2020.December 22, 2021. Our Annual Report to our stockholders covering our fiscal year ended December 31, 2019,2020, which was mailed to our stockholders on or about November 3, 2020,December 22, 2021, does not form any part of the materials for solicitation of proxies.

In addition to the solicitation of proxies by mail, our officers, directors and employees may solicit proxies by telephone, telecopy, email or through personal contact. Such officers, directors and employees will not be

additionally compensated by us but will be reimbursed for any out-of-pocket expenses. We have retained Georgeson Shareholder Communications Inc. to assist in the solicitation of proxies for a fee of $8,500. This amount includes fees payable to Georgeson, but excludes salaries and expenses of our officers, directors and employees. Brokerage houses and other custodians, nominees and fiduciaries will, in connection with shares of our common stock registered in their names, be requested to forward solicitation material to the beneficial owners of such shares of our common stock.

The cost of preparing, printing, assembling and mailing our annual report, the accompanying notice, this Proxy Statement and the enclosed form of proxy, as well as the reasonable cost of forwarding solicitation materials to the beneficial owners of shares of our common stock, and other costs of solicitation, will be exclusively borne by us.

Some banks, brokers and other record holders have begun the practice of “householding” proxy statements and annual reports. “Householding” is the term used to describe the practice of delivering a single copy of this Proxy Statement and the our Annual Report to any household at which two or more stockholders share an address. This procedure would reduce the volume of duplicative information and our printing and mailing costs. We will deliver promptly, upon written or oral request, a separate copy of this Proxy Statement and our Annual Report to any stockholder at a shared address to which a single copy of such documents was delivered. Any stockholder who would like to receive a separate copy of this Proxy Statement and our Annual Report, now or in the future, should submit this request to David R. Brickman, Senior Vice President, General Counsel and Secretary, at our principal executive offices, 14160 Dallas Parkway,16301 Quorum Drive, Suite 300, Dallas,160A, Addison, Texas 7525475001 or by calling (972) 770-5600. Beneficial owners sharing an address who receive multiple copies of this Proxy Statement and our Annual Report and who would like to receive a single copy of such proxy materials in the future will need to contact their broker, bank or other nominee to request that only a single copy of each document be mailed to all stockholders at the shared address in the future.

Date for Receipt of Stockholder Proposals

Stockholder proposals to be included in the proxy statement for the 20212022 annual meeting of our stockholders must be received by us at our principal executive offices on or before March 8, 20212022 for inclusion in the proxy statement relating to that meeting.

Our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), establishes an advance notice procedure with regard to certain matters, including stockholder proposals and nominations of individuals for election to the Board, to be proposed at an annual meeting of our stockholders. Notice of a stockholder proposal or a director nomination to be brought at an annual meeting of our stockholders must be delivered to, or mailed and received at, our principal executive offices not less than 60 but not more than 90 days before the scheduled date of the meeting, regardless of any postponement, deferral or adjournment of that meeting to a later date; provided, however, that if less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, the notice must be delivered or received no later than the close of business on the tenth day following the earlier of (1) the day on which such notice of the date of meeting was mailed or (2) the day on which such public disclosure was made. The notice of a stockholder proposal or a director nomination must also contain specified information and conform to certain requirements set forth in our Certificate of Incorporation. The chairman of the meeting may disregard the introduction of any such proposal or nomination if it is not made in compliance with the foregoing procedures or the applicable provisions of our Certificate of Incorporation.

Quorum and Voting

TheOnly holders of record date forat the determinationclose of business on December 15, 2021 (the “Record Date”) of shares of our stockholderscommon stock and Series A Convertible Preferred Stock are entitled to notice of and to vote at the Annual Meeting wasMeeting. As of the close of business on October 27, 2020. At such time,Record Date, there were [ ](i) 6,445,725 shares of our common stock issued and outstanding.outstanding, and (ii) 41,250 shares of Series A Convertible Preferred Stock issued and outstanding, which were convertible into 1,031,250 shares of our common stock and are entitled to an aggregate of 1,031,250 votes on the proposals described in this Proxy Statement.

Each holder of our common stock is entitled to one vote per share on all matters to be acted upon at the Annual Meeting. Each holder of our Series A Convertible Preferred Stock is entitled to the number of votes equal to the number of shares of our common stock into which the Series A Convertible Preferred Stock owned by such holder are convertible as of the Record Date on all matters to be acted upon at the Annual Meeting, and neithervoting together with the holders of our common stock as a single class. Neither our Certificate of Incorporation nor our Second Amended and Restated Bylaws, as amended (the “Bylaws”), allows for cumulative voting rights. Each proposal is tabulated separately. The holders of a majority of the outstanding shares of our common stock entitled to vote, present in person or represented by proxy, is necessary to constitute a quorum at the Annual Meeting. If a quorum is not present or represented at the Annual Meeting, a majority of the stockholders entitled to vote at the Annual Meeting, present in person or represented by proxy, may adjourn the Annual Meeting, from time to time, without notice or other announcement at the Annual Meeting until a quorum is present or represented.

Pursuant to our Bylaws, assuming the presence of a quorum, the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote, present in person or represented by proxy, at the Annual Meeting is required to (i) ratify the appointment of the independent auditors; and (ii) approve, on an advisory basis, the Company’s executive compensation. Abstentions and “broker non-votes” (as described below), if any, will not be counted as votes cast “FOR” such proposals, but may be treated as votes “AGAINST” such proposals. With respect to an uncontested election of directors, assuming the presence of a quorum, each director nominee will be elected to the Board if the number of shares voted “FOR” the election of such director nominee exceeds the number of shares voted “WITHHOLD” for such director nominee (with abstentions and broker non-votes not counted as votes cast either “FOR” or “WITHHOLD” for such director nominee’s election).

Pursuant to our Certificaterules of Incorporation, (i)the New York Stock Exchange (“NYSE”), assuming the presence of a quorum, the approval of the amendmentsamendment to our Certificatethe Company’s 2019 Omnibus Stock and Incentive Plan, as amended (the “2019 Plan”), to increase the limitation on the maximum number of Incorporation to declassify the Board of Directors requires the affirmative vote of not less than two-thirdsshares of the voting power of all issued and outstanding shares of ourCompany’s common stock entitledwith respect to vote, and (ii) the approval of the amendmentswhich awards may be granted to our Certificate of Incorporationany one participant during any calendar year to effect the reverse split of the issued and outstanding shares of our common stock and the corresponding amendments to our Certificate of Incorporation to proportionately reduce our authorized125,000 shares of common stock requires the affirmative vote of a majority of the outstanding shares of our common stock entitled to vote.votes cast on the proposal. Abstentions and “brokerbroker non-votes”non-votes, (as described below), if any, will not be counted as votes cast “FOR” such proposal, but may be treated as votesor “AGAINST” such proposal.

The Board of Directors unanimously recommends that you vote (1) “FOR” the election of each director nominee named in this Proxy Statement, (2) “FOR” the ratification of the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2020,2021, (3) “FOR” the approval, on an advisory basis, of the Company’s executive compensation, and (4) “FOR” the approval of the amendments to our Certificate of Incorporation to declassify the Board of Directors (the “Declassification Proposal”) and (5) “FOR” the approval of the amendments to our Certificate of Incorporation to effect, at the discretion of the Board, (i) a reverse stock split of our common stock at one of the following ratios: 1-for-10,1-for-15 or 1-for-20, with the ultimate ratio to be determined by the Board in its sole discretion; and (ii) a reduction of the number of authorized shares of our common stock in a corresponding proportion, subject to rounding upamendment to the next whole number of shares (the “Reverse Stock Split Proposal”).Company’s 2019 Plan. The Board of Directors also recommends that you vote “FOR” the ability of the proxy holders to vote the proxy in their discretion with respect to any other matters that properly come before the Annual Meeting.

If you hold shares registered directly in your name and you sign and return a proxy card without giving specific voting instructions, the persons named as proxy holders will vote your proxy (1) in favor of the election of each director nominee named in this Proxy Statement, (2) in favor of the ratification of the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2020,2021, (3) in favor of the approval, on an advisory basis, of the Company’s executive compensation, (4) in favor of the approval ofamendment to the Declassification Proposal,Company’s 2019 Plan, and (5) in favor of the approval of the Reverse Stock Split Proposal, and (6) as the proxy holders may determine in their discretion with respect to any other matters that properly come before the Annual Meeting.

If you hold shares in “street name” and do not submit specific voting instructions to your broker, bank or other nominee, the organization that holds your shares may generally vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. Discretionary items are proposals

determining a quorum at the Annual Meeting. The proposal to ratify the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 20202021 (Proposal 2) and the Reverse Stock Split Proposal (Proposal 5) areis considered to be routine, and therefore, may be voted upon by your broker, bank or other nominee if you do not provide instructions to such broker, bank or other nominee. However, pursuant to the NYSE’s rules, brokers, banks or other nominees will not have discretion to vote your shares on the election of directors (Proposal 1), the advisory vote on executive compensation (Proposal 3), and the Declassification Proposalproposal to amend the Company’s 2019 Plan (Proposal 4), as such proposals are considered to be “non-routine” items. We encourage you to provide voting instructions to your broker, bank or other nominee if you hold your shares in street name so that your voice is heard on such matters.

Requests for Written Copies of Annual Report

We will provide, without charge, a copy of our Annual Report upon the written request of any registered or beneficial owner of our commoncapital stock entitled to vote at the Annual Meeting. Requests should be made by mailing David R. Brickman, Senior Vice President, General Counsel and Secretary, at our principal executive offices, 14160 Dallas Parkway,16301 Quorum Drive, Suite 300, Dallas,160A, Addison, Texas 7525475001 or by calling (972) 770-5600. The SEC also maintains a website at www.sec.gov which contains reports, proxy statements and other information regarding registrants, including us.

Forward-Looking Statements

Certain information contained in this Proxy Statement constitutes “Forward-Looking Statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which can be identified by the use of forward-looking terminology such as “may,” “will,” “would,” “intend,” “could,” “believe,” “expect,” “anticipate,” “estimate” or “continue” or the negative thereof or other variations thereon or comparable terminology. Examples of forward-looking statements, include, without limitation, those relating to the Company’s future business prospects and strategies, financial results, working capital, liquidity, capital needs and expenditures, interest costs, insurance availability and contingent liabilities. Forward-looking statements are subject to certain risks and uncertainties that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements, including, but not limited to, continued spreadto: the impact of COVID-19, including the speed, depth, geographic reach and duration of such spread, new information that may emerge concerning the severity of COVID-19, the actions taken to prevent or contain the spread of COVID-19 or treat its impact, the legal, regulatory and administrative developments that occur at the federal, state and local levels in response to the COVID-19COVID-19; pandemic, and the frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or the Company’s response efforts;near-term debt maturities, and other conditions and events described herein on the impact of COVID-19 on Company’s ability to continue as a going concern; the Company’s ability to generate sufficient cash flows from operations, additional proceeds from debt refinancings, and proceeds from the sale of assets to satisfy its short and long-term debt and lease obligations and to fund the Company’s capital improvement projects to expand, redevelop, and/or reposition its senior living communities; the Company’s ability to obtain additional capital on terms acceptable to it; the Company’s ability to extend or refinance its existing debt as such debt matures; the Company’s compliance with its debt and lease agreements, including certain financial covenants and the terms and conditions of its recent forbearance agreements, and the risk of cross-default in the event such non-compliance occurs; the possibilities that our stockholders do not approve the Reverse Stock Split Proposal, we fail to regain compliance with the NYSE’s listing requirements and the NYSE delists our common stock; the Company’s ability to complete acquisitions and dispositions upon favorable terms or at all; the risk of oversupply and increased competition in the markets in which the Company operates; the riskrisks related to an epidemic, pandemic or other health crisis, such as the COVID-19 pandemic, including the transmission of oversupplyits highly contagious variants and increased competition insub-lineages, and the markets which the Company operates;development and availability of vaccinations and other related treatments; the risk of increased competition for skilled workers due to wage pressure and

PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our commoncapital stock as of SeptemberNovember 30, 20202021 by: (i) each person known by us to be the beneficial owner of more than five percent of our commoncapital stock; (ii) each of our directors and director nominees; (iii) each of our “named executive officers” set forth in the Summary Compensation Table below; and (iv) all of our current executive officers and directors as a group. Except as otherwise indicated, the address of each person listed below is 14160 Dallas Parkway,16301 Quorum Drive, Suite 300, Dallas,160A, Addison, Texas 75254.75001.

ELECTION OF DIRECTORS

(PROPOSAL 1)

Nominees and Continuing Directors

Unless otherwise directed in the proxy, it is the intention of the persons named in such proxy to vote the shares represented by such proxy for the election of each of the following nominees as a member of the Board of Directors, each to hold office until the annual meeting of our stockholders to be held in 20232024 and until his or her successor is duly qualified and elected or until his or her earlier resignation or removal. Ms. Lody, Mr. HornbakeKrueger and Mr. LevinMessrs. Levy and Zibel are presently members of the Board of Directors.

Our Certificate of Incorporation currently provides that our Board of Directors will be divided into three classes and the number of directors in each class will be the number contained in the quotient arrived at by dividing the authorized number of directors by three; provided, that if such quotient results in a fractional one-third, then the extra director will be a member of Class III, and if such quotient results in a fractional two-thirds, then one of the extra directors will be a member of Class III and the other extra director will be a member of Class II. The Board had previously fixed the authorized number of directors at ten and, following the prior resignation of a Class I director, we had nine directors and one vacant Board seat. The Board is divided into three classes: Class I (terms expire at 2022 annual meeting) consisted of three directors,, Class II (terms expire at this Annual Meeting) consisted of two directors and one vacancy2023 annual meeting) and Class III (terms expire at 2021 annual meeting) consisted of four directors.

. The Board determined to rebalance the numbercurrently consists of nine directors with three directors in each Board class in orderof Class.

As further discussed below under “Board of Directors and Committees—Investor Rights Agreement,” on November 3, 2021 we entered into an agreement (the “Investor Rights Agreement”) with Conversant Dallas Parkway (A) LP (“Conversant Fund A”), Conversant Dallas Parkway (B) LP, affiliates of Conversant Capital LLC (“Conversant Fund B” and, together with Conversant Fund A, the “Conversant Investors”), and Silk Partners, LP (“Silk”) pertaining to, equalizeamong other things, the class sizes. Accordingly, Mr. Levin agreedappointment of a certain number of designees of the Conversant Investors and Silk, respectively, to the Board. Pursuant to the terms of the Investor Rights Agreement, on November 3, 2021, Conversant became entitled to designate four individuals to be redesignated from a Class III directorappointed to a Class II director and was redesignated by the Board from a Class III directorand Silk became entitled to a Class II directordesignate two individuals to stand for election at this Annual Meeting. Thebe appointed to the Board. Immediately prior to such appointments, the Board also resolvedconsisted of eight directors and one vacancy. In connection with the appointment of the respective designees of Conversant and Silk to reduce the number of directors from ten to nine. Subsequent to these changes, Mr. Paul J. Isaac, then a Class IIIBoard, Ed A. Grier, Dr. E. Rodney Hornbake, Ross B. Levin, Steven T. Plochocki and Michael W. Reid, each an existing director, resigned from the Board, effective May 12, 2020, in orderand Noah Beren, Benjamin Harris, David W. Johnson, Max J. Levy, Shmuel Lieberman and Elliot R. Zibel were appointed to focus his time and attentionfill the six vacancies on other commitments. Mr. Isaac’s resignation did not result from any disagreements with management or the Board. As a result of such changes, the Board currently consists of nine authorized directors with three directors in each of Classes I, and II and two directorsIII. The resignations of Dr. Hornbake and one vacancy in Class III.

As discussed below under “Approval of Amendments to Certificate of Incorporation to Declassify Board of Directors (Proposal 4),” if our stockholders approveMessrs. Grier, Levin, Plochocki and Reid did not result from any disagreements with management or the proposed amendments to our Certificate of Incorporation to declassify the Board, then the Board will be declassified over the next three years.Board.

The following is a brief biography of each nominee and each director whose term will continue after the Annual Meeting.

Brands, Inc. (NASDAQ: IMBI), where she sits on the Audit Committee and Compensation Committee of iMedia Brands, Inc.,Committees, and is a member of the Board of Directors of the American Board of Post-Acute and Long-Term Care Medicine.Medicine and the Board of Directors of the Senior Care Pharmacy Coalition. Before she joined Symbria, Ms. Krueger was a partner at KPMG LLP responsible for overseeing the firm’s national Long-Term Care and Retirement Housing Practice. She served asreceived a public commissioner for the Continuing Care Accreditation Commission and as a member of its financial advisory board. Ms. KruegerB.S. from Northern Illinois University. She is a Certified Public Accountant and a Certified Management Accountant.

Michael W. ReidMax J. Levy has been a director since October 2009 and has served as Chairman of the Board since 2016.November 2021. Mr. Reid serves as managing partnerLevy is a Principal at HSP Real EstateConversant Capital LLC. From 2015-2020, Mr. Levy was an investment analyst at The Baupost Group awhere he focused on real estate investmentinvestments in North America and management company that manages and leases 4 million square feet in Midtown Manhattan.Europe. During this time, Mr. Reid was formally a member of the Board of Directors and the Chairman of the Audit Committee of Inland Residential Properties Trust, Inc., a real estate investment trust formed in December 2013 to acquire multifamily properties located in metropolitan areas throughout the United States, until 2019. Mr. Reid has nearly 36 years of investment banking and real estate experience, including heading Lehman Brothers REIT equity practice for nine years (from 1992 to 2001) as Managing Director in the Global Real Estate Department. In that capacity, heLevy was responsible for developingsourcing and implementing the business strategy for its REITevaluating equity underwriting business. Mr. Reid also served as Chief Operating Officer at SL Green Realty Corp. from 2001-2004, where some of his responsibilities included strategic planning, finance and reporting, capital markets, operations and budgeting for a $4 billion publicly-traded REIT. From 2004-2006, he served as President of Ophir Energy Corp., a company that investeddebt investments in oil and gas productionall property types in Oklahoma. From 2006-2008, he served as Chief Operating Officer of Twining Properties, aboth private real estate company specializingand public securities. Before joining Baupost, Mr. Levy began his career as an investment banking analyst for Hentschel & Company, a boutique real estate advisory firm, where he assisted public REITs and private real estate companies on mergers, acquisitions, and capital raising. He received a B.A. in high rise developmentIntellectual History from the University of Pennsylvania where he graduated summa cum laude.

Elliot R. Zibel, CFA, has been a director since November 2021. He is the CEO and Co-Founder of Select Dental Management, which he helped found. Mr. Zibel is responsible for M&A, strategy and operations for 32 practice Dental Support Organizations, and has completed 30 acquisitions and raised more than $70 million of equity and debt capital from institutional investors during his tenure. Previously, he worked in Cambridge, Massachusetts.the financial sector at multi-billion-dollar firms including Hitchwood Capital Management L.P., Folger Hill Asset Management, Pennant Capital Management, Breeden Partners L.P. and Matrix Asset Advisors LLC. Mr. Reid holdsZibel received a Bachelor of ArtsEconomics and Master of Divinity, bothPolitical Science from Yale University.Union College.

Directors Continuing in Office Until the 2022 Annual Meeting:

Philip A. Brooks has been a director since 2010. Mr. Brooks has more than 31 years of experience as a financier and investor, credit manager, and product/policy analyst. With extended focus on seniors housing and healthcare, he has provided $5 billion of operating and property capital for this sector. He is a principal investor and managing partner in Select Living, LLC, which acquires properties to develop to special market dynamics. Mr. Brooks has more than 32 years of experience as a financier and investor, credit manager, and product/policy analyst. He isalso serves as a portfolio advisor to NRV, a venture capital firm funding early stage growth companies in Virginia. Previously, Mr. Brooks served as a Senior Vice President, Loan Production for Walker & Dunlop, LLC, a NYSE-listed provider of financial services for owners and developers of commercial real estate throughout the United States. Prior to Walker & Dunlop, LLC, from February 2011, Mr. Brooksthat, he served as Senior Vice President, Loan Production for CWCapital, LLC, a mortgage finance company, which was acquired by Walker & Dunlop, LLC in September 2012. From 1996 to October 2010, Mr. Brooks servedand in various senior executive positions with Berkadia Commercial Mortgage, LLC, a national mortgage bank, which was previously known as Capmark Finance Inc. and GMAC Commercial Mortgage.bank. He was a founding member of the American Seniors Housing Association, a leading trade association promoting seniors housing, and was on the Board of Directors of the National Investment Center for the Seniors Housing & Care Industry, a leading trade association promoting the industry to the capital markets. Mr. Brooks also servesreceived a B.S. in History and Political Science from the University of Tennessee and did graduate studies in Information Systems Management at The George Washington University.

Benjamin Harris, CFA, has been a director since November 2021. He is the founder and CEO of Pinedale Capital Partners, a dedicated industrial real estate operating platform based in New York. Previously, Mr. Harris was the Virginia Council on Economic EducationCEO of Link Logistics (Blackstone’s U.S. Industrial Real Estate platform). Before that, he served as President of Gramercy Property Trust (NYSE: GPT), the Head of Net Lease Investments of Northcliffe/Annaly Capital Management and the Virginia Community Development Corporation.Head of U.S. Investments of W. P. Carey & Co. LLC (NYSE: WPC). Mr. Harris received a Joint BSc in Economics from the University of Kings College/Dalhousie University, Canada.

Ed A. GrierDavid W. Johnson has been a director since 2016. Mr. Grier has been the DeanNovember 2021. He is Co-Founder & Managing Director of the Virginia Commonwealth University (“VCU”) School of Business since March 2010.Horizon Capital, a land acquisition and land development company. Prior to joining VCU, Mr. Grier spent approximately 29 years with the Walt Disney Company (“Disney”) beginning in 1981. HeHorizon Capital, he founded Aimbridge Hospitality and served as its CEO. Mr. Johnson previously spent 17 years at Wyndham International, where he helped add over 400 hotels to the Wyndham portfolio. Additionally, he served as President of the Disneyland Resort from 2006 until 2010Wyndham Hotels, overseeing approximately 15,000 employees and held various senior financial and operational roles during his career with Disney.$3 billion in annual revenue. Mr. Grier Johnson

serves as a directorDirector on Board of NVR,Hilton Grand Vacations Inc., (NYSE: HGV) and sits on the Audit and Compensation Committees. Previously, he served on the Strategic Hotels (NYSE: BEE) Board as a NYSE-listed residential homebuilding company which operates in two business segments: homebuildingmember of the Audit and mortgage banking (“NVR”),Corporate Governance Committees, and as a Director of Gaylord Entertainment (NYSE: GET). He is also on the U.S. Travel Association (USTA) board as a member of the Chairman’s Circle and as a member of USTA’s CEO Roundtable. Mr. Johnson received a bachelor’s degree in Business Economics from Northeastern Illinois University.

Directors Continuing in Office Until the audit committee of NVR’s board of directors. Mr. Grier served as a director of the Middleburg Trust Company, a provider of wealth management services and a division of Access National Corp. (NADAQ: ANCX), until the consummation of its merger with and into Union Bankshares Corporation in February 2019. He is also a director

real estate industry. With regard to Mr. Levin, the Board considered his background as an accomplished investor who would complement the extensive expertise and talent of the existing Board members and who could bring an important perspective of a large stockholder. With respect to Ms. Krueger, the Board considered her significant experience, expertise and background with regard to accounting matters, which includes specialization in health care, and rehabilitative and wellness services for elderly persons. With regard to Mr. Reid, the Board considered his nearly 36 years of experience in investment banking and real estate, including heading Lehman Brothers REIT equity practice for nine years as Managing Director in the Global Real Estate Department, and his senior level public company experiences, which experiences will help the Company identify and capitalize on opportunities to build its business as well as bring fresh insights that will benefit both the Board and the Company. With respect to Mr. Brooks, the Board considered his extensive experience in the senior living industry and strong background in senior housing financing. With regard to Mr. Grier, the Board considered his operational expertise from operating a multi-billion dollar business for Disney, his brand marketing and customer-experience expertise obtained while managing one of the world’s most recognized brands and his financial expertise. With respect to Mr. Plochocki,Lieberman, the Board considered his significant management experience ininvestment experience. In addition, with respect to Messrs. Levy, Beren and Lieberman, the healthcare industry.Board considered that such individuals could bring to the Board an important perspective of significant stockholders of the Company    As noted below under “Board of Directors and Committees—Investor Rights Agreement,” the Company is obligated to nominate Messrs. Beren, Harris, Johnson, Levy, Lieberman and Zibel as directors pursuant to the terms of the Investor Rights Agreement.

The Board does not anticipate that any of the aforementioned nominees for director will refuse or be unable to accept election as a director, or be unable to serve as a director. Should any of them become unavailable for nomination or election or refuse to be nominated or to accept election as a director, then the persons named in the enclosed form of proxy intend to vote the shares represented in such proxy for the election of such other person or persons as may be nominated or designated by the Board.

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

The Board of Directors unanimously recommends a vote “FOR” the election of each of the individuals nominated for election as a director.

BOARD OF DIRECTORS AND COMMITTEES

General

Our Board of Directors currently consists of eightnine directors and is expected to consist of eightnine directors following the Annual Meeting. The Board has determined that Dr. E. Rodney Hornbake, Ross B. Levin,Noah Beren, Phillip A. Brooks, Benjamin Harris, David W. Johnson, Jill M. Krueger, Michael W. Reid, Philip A. Brooks, Ed A. GrierMax J. Levy, Shmuel Lieberman and Steven T. Plochocki,Elliot R. Zibel, each an existing director, are “independent” within the meaning of the corporate governance rules of the NYSE and no such individual has any relationship with us, except as a director, stockholder and/or director nominee, as applicable. In addition, we have adopted a Director Independence Policy, as described in greater detail below under the heading “—Director Independence Policy,” which establishes guidelines for the Board to follow in making the determination as to which of our directors is “independent.” Our Director Independence Policy is available on our website at http://www.capitalsenior.comwww.sonidaseniorliving.com in the Investor Relations section and is available in print to any stockholder who requests it. The Board has determined that Messrs. Hornbake, Levin, Reid,Beren, Brooks, GrierHarris, Johnson, Levy, Lieberman and PlochockiZibel and Ms. Krueger, each an existing director, are “independent” in accordance with our Director Independence Policy.

During 2019,2020, the Board held ten14 board meetings, including regularly scheduled and special meetings. During 2019,2020, no incumbent director attended fewer than 75% of the aggregate of (i) the total number of meetings of the Board and (ii) the total number of meetings held by all committees of the Board on which such director served. Under our Corporate Governance Guidelines, each of our directors is expected to attend all meetings of the Board, the annual stockholders meeting and meetings of the committees of the Board on which they serve. Each of our incumbent directors attendedwho were directors at the time of our 20192020 annual meeting of stockholders.stockholders attended such meeting. Our independent directors meet in executive sessions without any management directors, and Mr. Reid, the independent Chairman of the Board presided over these meetings during 2019.2020.

Advance Resignation Policy

Under our Corporate Governance Guidelines, for uncontested director elections, as a condition to nomination by the Board of an incumbent director, such nominee must submit an irrevocable resignation to the Board. Any such nominee who receives a greater number of votes “withholding authority” for or “against” such nominee’s election than votes “for” such nominee’s election (with abstentions and broker non-votes not counted as votes cast either “for” or “withhold authority” for or “against” such nominee’s election), and who remains on the Board as a holdover director, will have his or her irrevocable resignation considered by the Nominating and Corporate Governance Committee. Following the certification of the voting results in an uncontested election of directors, the Nominating and Corporate Governance Committee will make a recommendation to the Board as to the treatment of any such nominee that did not receive the requisite majority vote, including whether to accept or reject any such tendered resignation. Thereafter, the Board will determine whether to accept the Nominating and Corporate Governance Committee’s recommendation. If such nominee’s resignation is accepted by the Board, then such director will immediately cease to be a member of the Board upon the date of such acceptance.

Director Independence Policy

The Board undertakes an annual review of the independence of all non-management directors. In advance of the meeting at which this review occurs, each non-management director is asked to provide the Board with full information regarding the director’s business and other relationships with us in order to enable the Board to evaluate the director’s independence. Directors have an affirmative obligation to inform the Board of any material changes in their circumstances or relationships that may impact their designation by the Board as “independent.” This obligation includes all business relationships between, on the one hand, directors or members of their immediate family, and, on the other hand, us, whether or not such business relationships are described above.

No director qualifies as “independent” unless the Board affirmatively determines that the director has no material relationship with us. The following guidelines are considered in making this determination:

In addition, members of the Compensation Committee must not have any relationship or affiliation with us that would materially affect the director’s ability to be independent from management as a Compensation Committee member and must otherwise be “independent” under our Director Independence Policy. Members of the Audit Committee may not accept any consulting, advisory or other compensatory fee from us or any of our subsidiaries or affiliates other than directors’ compensation.

The terms “us,” “we” and “our” refer to CapitalSonida Senior Living, CorporationInc. and any direct or indirect subsidiary of CapitalSonida Senior Living, Corporation,Inc., which is part of the consolidated group. An “immediate family member” includes a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone (other than domestic employees) who shares such person’s home.

Committees

Committees of the Board include the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee.

The Board has determined that Ms. Krueger qualifies as an “audit committee financial expert” within the meaning of SEC regulations. The Board has adopted an amended and restated Audit Committee Charter, which is available on our website at http://www.capitalsenior.comwww.sonidaseniorliving.com in the Investor Relations section and is also available in print to any stockholder who requests a copy. Pursuant to its charter, the Audit Committee:

During 2019,2020, the Audit Committee held four meetings, including regularly scheduled and special meetings.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee consists of Messrs. Brooks (chair), Hornbake (vice chair), LevinBeren and Plochocki,Zibel and Ms. Krueger, each of whom is “independent” as defined by the listing standards of the NYSE in effect as of the date of this Proxy Statement. Ms. Lody served on the Nominating and Corporate Governance Committee during early fiscal 2019 until her appointment as President and CEO of the Company. The Board has adopted an amended and restated Nominating and Corporate Governance Committee Charter, which is available on our website at http://www.capitalsenior.comwww.sonidaseniorliving.com in the Investor Relations section and is also available in print to any stockholder who requests a copy. Pursuant to its charter, the Nominating and Corporate Governance Committee:

During 2019,2020, the Nominating and Corporate Governance Committee held four meetings, including regularly scheduled and special meetings.

Compensation Committee

Composition, Charter and Meetings

The Compensation Committee consists of Messrs. GrierLieberman (chair) and PlochockiLevy and Ms. Krueger, each of whom is “independent” as defined by the listing standards of the NYSE in effect as of the date of this Proxy Statement. Ms. Lody served on the Compensation Committee during early fiscal 2019 until her appointment as President and CEO of the Company. The Board has adopted an amended and restated Compensation Committee Charter, which is available on our website at http://www.capitalsenior.comwww.sonidaseniorliving.com in the Investor Relations section and

During 2019,2020, the Compensation Committee held eightsix meetings, including regularly scheduled and special meetings.

Role and Responsibilities

The Compensation Committee is responsible for reviewing and approving the base salary increases (other than annual base salary increases contemplated by existing employment agreements) and bonus levels of our executive officers, including our named executive officers, evaluating the performance of such executives and reviewing any related matters. Equity and other forms of compensation for our executive officers, including our named executive officers, are also considered by the Compensation Committee. In considering and determining our executive compensation program, the Compensation Committee primarily relies upon the following factors:

In fulfilling its responsibilities and duties with respect to the compensation of our directors, the Compensation Committee periodically reviews the compensation paid to the non-employee directors of the companies in our peer group, and may recommend to the Board adjustments to our director compensation levels and practices so as to remain competitive with the companies in our peer group.

Role of Independent Compensation Consultant

Pursuant to its charter, the Compensation Committee may retain such compensation consultants, outside counsel and other advisors as it may deem appropriate in its sole discretion and it has the sole authority to approve related fees and other retention terms. From time to time, the Compensation Committee has engaged third parties to compile statistical information with respect to the executive compensation practices of other comparable public companies and has retained independent compensation consultants to review the Company’s compensation arrangements for certain of its named executive officers and its independent directors.

The Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”) as its independent consultant to review the Company’s 20192020 compensation arrangements for certain of its executive officers and its independent directors, including an analysis of both the competitive market and the design of the compensation arrangements. Meridian also assisted the Compensation Committee with a variety of matters, including the ongoing design of the annual and long-term incentive program (includingand its impact on officer retention, and an evaluation of the compensation arrangements of both our self-selected peer group companies and a broader group of industry peer companies selected by Meridian) and with reviewing the annual risk assessment of our compensation policies and practices applicable to our executive officers and other employees. Meridian reported its findings to the Compensation Committee but did not determine or recommend any amounts or levels of ourto help inform the Compensation Committee’s decision-making on executive compensation or directorofficer compensation for fiscal 2019, except that Meridian recommended, and the Compensation Committee approved, reducing the grant date value of the annual equity award to each of our non-employee directors from $125,000 to $75,000. The Compensation Committee made such change to director compensation for 2019 in order to more closely align the equity awards received by our directors with recent changes to the long-term incentive awards received by our executive officers and to limit the number of shares issuable pursuant to such awards in light of the Company’s then current stock price.2020. The Compensation Committee recognizes that it is essential to receive objective advice from its external advisors. Consequently, the Compensation Committee is solely responsible for retaining and terminating its consultants, Meridian reported directly to the Compensation Committee, and Meridian did not provide any other services to the Company during fiscal 2019.2020.

The fees payable by the Company to Meridian for its services as of December 31, 20192020 were approximately $152,168.$85,100. The Compensation Committee evaluated the independence of Meridian and concluded that Meridian was independent and presented no conflict of interest.

management process and overall risk management system. The Board believes an effective risk management system will (1) adequately identify the material risks that the Company faces in a timely manner, (2) implement appropriate risk management strategies that are responsive to the Company’s risk profile and specific material risk exposures, (3) integrate consideration of risk and risk management into business decision-making throughout the Company, and (4) include policies and procedures that adequately transmit necessary information with respect to material risks to senior executives and, as appropriate, to the Board or relevant committee.

The Audit Committee has been designated to take the lead in overseeing risk management at the Board level. Accordingly, the Audit Committee schedules time for periodic reviews of risk management, in addition to its other duties. In this role, the Audit Committee receives information from management and other advisors, and strives to generate serious and thoughtful attention to the Company’s risk management process and system, the nature of the material risks the Company faces, and the adequacy of the Company’s policies and procedures designed to respond to and mitigate these risks.

In addition, the Nominating and Corporate Governance Committee is responsible under its charter for reviewing with management and assisting and advising the Board with respect to resident care and services. This risk management and risk assessment includes management compliance with regulatory requirements related to resident care and services and other related matters, including meeting the Company’s expectations for providing quality care and services to its residents.

Although the Board’s primary risk oversight has been assigned to the Audit Committee, the full Board also periodically receives information about the Company’s risk management system and the most significant risks that the Company faces. This is principally accomplished through the Audit Committee’s discussions with the full Board and summary versions of the briefings provided by management and advisors to the Audit Committee.

In addition to the formal compliance program, the Board and the Audit Committee encourage management to promote a corporate culture that understands risk management and incorporates it into the overall corporate strategy and day-to-day business operations. The Company’s risk management structure also includes an ongoing effort to assess and analyze the most likely areas of future risk for the Company. As a result, the Board and Audit Committee periodically ask the Company’s executives to discuss the most likely sources of material future risks and how the Company is addressing any significant potential vulnerability.

Director Nominations

The Nominating and Corporate Governance Committee is responsible under its charter for identifying and recommending qualified candidates for election to the Board. In addition, stockholders who would like to

Corporate Governance Committee considers each candidate’s qualities, experience, background and skills, as well as any other factors that the candidate may be able to bring to the Board. The process is the same whether the candidate is recommended by a stockholder, another director, management or otherwise. Although the Nominating and Corporate Governance Committee does not have a formal diversity policy in place for the director nomination process, an important factor in the Nominating and Corporate Governance Committee’s consideration and assessment of a candidate is the diversity of the candidate’s viewpoints, professional experience, education and skill set. The Nominating and Corporate Governance Committee does not pay a fee to any third party for the identification of candidates, but it has paid fees in the past to third parties for background checks on candidates.

With respect to this year’s nominees for director, Ms. Lody, Dr. HornbakeKrueger and Mr. LevinMessrs. Harris and Johnson currently serve as directors of the Company.

Conversant Transactions and Investor Rights Agreement

On November 3, 2021, the Company completed certain transactions pursuant to which the Company raised approximately $154.8 million through (1) a private placement issuance to the Conversant Investors of an aggregate of (i) 41,250 shares of the Company’s Series A Convertible Preferred Stock; (ii) 1,650,000 shares of the Company’s common stock; and (iii) 1,031,250 warrants to purchase one share of common stock of the Company per warrant (the “Private Placement”), and (2) a common stock rights offering (the “Rights Offering”) to the Company’s existing stockholders, pursuant to which such stockholders purchased an additional 1,133,941 shares of the Company’s common stock. The Conversant Investors participated in backstopping the Rights Offering, pursuant to which they purchased an additional 1,160,806 shares of the Company’s common stock, and received a backstop fee of 174,675 shares of the Company’s common stock. Following such transactions, as of November 30, 2021, the Conversant Investors beneficially owned approximately 57.8% of the Company’s common stock on a fully-diluted basis (see “Principal Stockholders and Stock Ownership of Management” above). Based solely on a Schedule 13D filed on November 12, 2021 by the Conversant Investors and certain of their affiliates, of the aggregate purchase price of $117,324,180 in the Private Placement and the Rights Offering, $101,304,635 was paid in cash from funds contributed by certain limited partners of an affiliate of the Conversant Investors, and $16,019,545 was paid by cancellation of the amounts outstanding under that certain Issuer Promissory Note, dated July 22, 2021, issued by the Company to the Conversant Investors in connection with entering into an investment agreement relating to the Private Placement (the loan represented thereby having been funded in cash from funds contributed by certain limited partners of an affiliate of the Conversant Investors at the time it was made).

On November 3, 2021, in connection with the closing of such transactions we entered into the Investor Rights Agreement with Conversant and Silk, which Investor Rights Agreement pertains to, among other things, the appointment of (i) a certain number of directors nominated by Conversant Fund A (“Conversant Representatives”) to the Board based upon the ownership percentage in the Company of Conversant and its affiliates and permitted transferees, and (ii) two directors nominated by Silk (the “Silk Representatives”) for so long as Silk and its affiliates beneficially own at least five percent of the outstanding shares of common stock of the Company on an as-converted basis. Additionally, pursuant to the Investor Rights Agreement, for so long as Conversant and its affiliates and permitted transferees collectively satisfy a certain percentage of beneficial ownership in the Company, Conversant Fund A will be entitled to designate the chairperson of the Board. Accordingly, on November 3, 2021, Ed. A Grier, Dr. E. Rodney Hornbake, Ross B. Levin, Steven T. Plochocki and Michael W. Reid resigned from the Board and Messrs. Harris, Johnson, Levy and Zibel, as Conversant Representatives, and Messrs. Beren and Lieberman, as Silk Representatives, were appointed to the Board to serve until the Company’s annual meeting of stockholders in 2021, 2022 or 2023, as applicable (as described above in “Election of Directors—Nominees and Continuing Directors”), and Mr. Johnson replaced Mr. Reid as the Chairman of the Board.

Pursuant to the Investor Rights Agreement, Conversant agreed to certain standstill provisions. Among other things, and subject to certain exceptions, the standstill prevents Conversant from: (i) engaging in certain proxy contest activities, (ii) acquiring any securities of the Company, or (iii) taking any actions to change the composition of the Board (other than in respect of Conversant Representatives), in each case, for a period of 18 months from the date of the Investor Rights Agreement.

The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investor Rights Agreement, a copy of which the Company filed with the SEC as Exhibit 10.1 to a Current Report on Form 8-K on November 4, 2021.

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics governing all of our employees, including our Chief Executive Officer, Chief Financial Officer, our principal accounting officer and corporate controller. A copy of this Code of Business Conduct and Ethics is available in the “Corporate Governance Documents” section of the “Investor Relations” section of our website at www.capitalsenior.comwww.sonidaseniorliving.com. We intend to make all required disclosures concerning any amendments to, or waivers from, this Code of Business Conduct and Ethics on our website.

Anti-Hedging and Anti-Pledging Policies

As part of our Policy on Insider Trading, directors, officers and employees are prohibited from engaging in hedging transactions with respect to our securities. In addition, directors, officers and other employees are prohibited from holding our securities in a margin account and are also prohibited from pledging our securities as collateral for a loan unless such pledging has been disclosed to, and pre-approved by, the Board.

Website

Our Internet website, www.capitalsenior.comwww.sonidaseniorliving.com, contains an Investor Relations section, which provides links to our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, SEC stock ownership reports, amendments to those reports and filings, Code of Business Conduct and Ethics, Corporate Governance Guidelines, Director Independence Policy and charters of the Nominating and Corporate Governance Committee, Compensation Committee and Audit Committee of the Board. These

COMPENSATION OF EXECUTIVE OFFICERS

The Company is a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, and has elected to comply with certain of the requirements applicable to smaller reporting companies in connection with this Proxy Statement. Although the rules allow the Company to provide less detail about its executive compensation program, the Compensation Committee remains committed to providing the information necessary to help stockholders understand its executive compensation-related decisions. For additional information about the role and responsibilities of the Compensation Committee and independent compensation consultant retained by the Compensation Committee, please see “Board of Directors and Committees—Committees—Compensation Committee” above.

Our Executive Compensation and Governance Practices

We seek to maintain high standards with respect to the governance of executive compensation. Key features of our executive compensation policies and practices that aim to drive performance and align with stockholder interests are highlighted below:

General Counsel, who aremore than 125,000 people. Prior to this role, Mr. Falke served as the Company’s named executive officers,Senior Director, Strategic Operations, Analytics and Reporting in Dallas and as the Chief Human Resources Officer for Creighton University Medical Center, which was then owned by Tenet in Omaha, Nebraska. Mr. Falke received a Bachelor of Science in Business Management from University of Phoenix in Scottsdale, and a Masters of Business Administration with a concentration in Healthcare Management from the University of Nebraska in Omaha.

Michael C. Fryar joined the Company as Chief Revenue Officer in February 2019. His 20 years of experience focusing on brands in complex, multi-channel environments includes leadership positions in medical device and marketing agency settings, with the majority of his career focused in senior healthcare. Prior to joining the Company, Mr. Fryar served as Vice President of GN Hearing North America, where he was part of a leadership team responsible for seven consecutive years of above-market growth and expansion across multiple channels and brands. Prior to GN Hearing, Mr. Fryar served as Senior Director, Marketing at Starkey Hearing Technologies from 2006 to 2012. From 1998 to 2006, he served as an account director at marketing agency Colle McVoy, specializing in digital and traditional marketing, advertising and public relations. Mr. Fryar received a BA in Communications Studies with a minor in Economics Management from Gustavus Adolphus College.

Carole J. Burnell is equal to 110%, 70%, and 50%, respectively, of their annual base salary for fiscal 2020. The paymentcurrently the Vice President—Operations of the MBO Incentive is based onCompany. She served as the Participant’s achievement of certain individual goals for fiscal 2020 that are within such Participant’s sphere of influence, as determinedRegional Operations Manager in the discretionDallas Region of the Compensation Committee. AchievementCompany from January 2004 to March 2019. Ms. Burnell has over 22 years of the threshold levelsenior living industry experience and has held a variety of performance for each individual goal will resultleadership roles during that time. She started her career as an Executive Director with Assisted Living Concepts, and has since served in 50% of the portion of MBO Incentive subject to such individual goal beingboth large publicly traded and small privately held senior living companies with multi-community oversight responsibilities. She earned by the Participant, and achievement of the maximum level of performance for each individual goal will resulta BBA degree with a concentration in 150% of the portion of the MBO Incentive subject to such individual goal being earned by the Participant, in each case, subject to the discretion of the Compensation Committee.Accounting from West Texas A&M University.

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table summarizes the compensation earned by our named executive officers in 20192020 and 2018,2019, except that Ms. LodyMr. Ribar was not one of our named executive officers for 2018,2019, and accordingly, information with respect to Ms. LodyMr. Ribar for such year is not provided. Carey P. Hendrickson resigned as the Company’s Executive Vice President and Chief Financial Officer effective November 6, 2020 to pursue other career opportunities. Mr. Hendrickson’s departure was not based on any disagreement with the Company on any matter.

A portionIn March 2020, in response to then-current economic conditions and to avoid the excessive share use, run rate and dilution that would occur by awarding equity-based long-term incentives at the Company’s then-current stock price, the Compensation Committee recommended that the Board approve, and the Board subsequently approved, a temporary suspension of equity awards to any officer of the amounts reflected under stockCompany. Accordingly, no equity awards for fiscal 2019 for ourwere granted to the Company’s named executive officers includeduring the value of performance-based restricted stock awards (assuming target level performance), with values of $831,906 for Ms. Lody, $233,015 for Mr. Hendrickson and $127,626 for Mr. Brickman. The value of these performance-based restricted awards at the grant date assuming the highest level of performance was achieved is $1,660,789 for Ms. Lody, $436,903 for Mr. Hendrickson and $239,298 for Mr. Brickman.fiscal year ended December 31, 2020.

the grant date, respectively. Mr. Ribar’s employment agreement also entitles him to certain severance payments and benefits in the event he is terminated dueby us without “Cause” or by Mr. Ribar for “Good Reason” (including in connection with a “Fundamental Change”), as described more fully in Mr. Ribar’s employment agreement.

The foregoing description of Mr. Ribar’s employment agreement does not purport to deathbe complete and is qualified in its entirety by the reference to the full text of Mr. Ribar’s employment agreement, which is included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 10, 2019.

David R. Brickman

On March 26, 2021, we entered into a new employment agreement with Mr. Brickman that terminated and replaced his then-existing employment agreement. Mr. Brickman’s employment agreement provides that we will continue to employ Mr. Brickman on an at-will basis as our Senior Vice President, General Counsel and Secretary. Mr. Brickman will receive an annual base salary of not less than $335,000 and will be eligible to receive an annual performance bonus targeted at not less than 50% of his base salary. Mr. Brickman’s employment agreement also entitles him to certain severance payments and benefits in the event he is terminated by us without “Cause” or disability, Ms. Lody willby Mr. Brickman for “Good Reason” (including in connection with a “Change in Control”), as described more fully in Mr. Brickman’s employment agreement.

The foregoing description of Mr. Brickman’s employment agreement does not purport to be complete and is qualified in its entirety by the reference to the full text of Mr. Brickman’s employment agreement, which is included as Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2021.

Carey P. Hendrickson

We previously entered into an employment agreement with Mr. Hendrickson pursuant to which he served as our Executive Vice President and Chief Financial Officer until his resignation effective November 6, 2020 to pursue other career opportunities. Mr. Hendrickson’s departure was not based on any disagreement with the Company on any matter.

Mr. Hendrickson’s employment was terminated by Mr. Hendrickson without “Good Reason” (as such term is defined in Mr. Hendrickson’s employment agreement). Accordingly, pursuant to the terms of Mr. Hendrickson’s employment agreement, the only payments and benefits that he was entitled to receive from us were (i) payment for all accrued but unpaid base salary as of the date of termination, (ii) reimbursement for reasonable and necessary business expenses incurred through the date of termination, and (iii) any earned benefits under our employee benefit plans (collectively,plans. All unvested awards were forfeited by Mr. Hendrickson effective upon termination of his employment.

The foregoing description of Mr. Hendrickson’s employment agreement does not purport to be complete and is qualified in its entirety by the itemsreference to the full text of Mr. Hendrickson’s employment agreement, which is included as Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2020.

Retention Bonuses and MBO Incentive Plan

Retention Bonuses

On the recommendation of the Compensation Committee on March 24, 2020 in (i), (ii)light of then-current economic conditions, the Board approved a temporary suspension of equity awards to any director or officer of the Company. The Compensation Committee also determined that it would not increase the annual base salaries of the Company’s executive officers for fiscal 2020.

In consideration of such matters and (iii) above,for retention purposes, on March 24, 2020 the “Lody Accrued Obligations”Compensation Committee approved retention awards (the “Retention Awards”), to the Company’s named executive officers and (iv)certain other executive officers (each, a “Participant”) equal to 100% of the Participant’s then-current base salary. 50% of the Retention Award was subject to the Participant’s continued employment with the Company through September 15, 2020, and the remaining 50% of the Retention Award was subject to the Participant’s continued employment with the Company through March 15, 2021. If the Participant did not remain continuously employed with the Company through such dates, then the portion of the Retention Award subject to continuous employment as of such date would be forfeited, except that, if any unpaid annual incentive bonuses. In the event that Ms. Lody’sParticipant’s employment is terminated (i) by us for “Cause” or by Ms. Lody without “Good Reason” (each such term as defined in Ms. Lody’s employment agreement), Ms. Lody will only be entitled to receive the Lody Accrued Obligations.

In the event that Ms. Lody’s employment is terminated by usCompany without “Cause” (and other than due to the Participant’s death or by Ms. Lody for “Good Reason,” in each case, prior to“Disability”), or more than 12 months(ii) upon or following a “Change in Control” (each such term as defined in Ms. Lody’s employment agreement)the Company’s equity incentive plan), Ms. Lody willin each case, prior to March 15, 2021, then the full amount of the Retention Award would be entitledpaid to receive (i)such Participant.

MBO Incentive Plan

In addition, on March 24, 2020, the Lody Accrued Obligations, (ii)Compensation Committee approved a separation allowance, payable in equal installments over an 18-month period,Management by Objective Incentive Plan for fiscal 2020 (the “MBO Incentive Plan”) pursuant to which each Participant had the opportunity to earn a cash performance bonus equal to 1.5 times the sum30% of Ms. Lody’s then base salary and thensuch Participant’s targeted performance bonus (iii) any annual incentive bonuses earned but not yet paid, (iv) a pro-rated annual incentive bonusfor fiscal 2020 (the “MBO Incentive”). Pursuant to the terms of their respective employment agreements, the “targeted performance bonus” for the fiscal year in which employment termination occurs (based on actual performance achieved for such fiscal year), (v) medical, dental, disabilityCompany’s President and life insurance coverage until the earlier of 18 months after the date of termination or the date Ms. Lody becomes eligible to receive comparable benefits from another employer,CEO, former Executive Vice President and (vi) the accelerated vesting of a portion of any unvested equity award granted to Ms. Lody as an inducement award pursuant to her employment agreement (based on the number of shares that would have vested per the applicable award agreement as of the one year anniversary of the termination date had Ms. Lody remained continuously employed by us through such date).

Performance Goals

The table below shows the individual performance goals for our named executive officers under our MBO Incentive Plan for 2020 and the Compensation Committee’s determination as to whether such goals were achieved. Based upon each named executive officer’s achievement of his or her individual goals, the Compensation Committee had discretion to award between 0% and 150% of the target cash bonus to such named executive officer. As previously announced by the Company, Mr. Hendrickson is resigningresigned as the Company’sour Executive Vice President and Chief Financial Officer effective November 6, 2020 to pursue other career opportunities.opportunities, he forfeited his MBO Incentive.

Pursuant to Mr. Hendrickson’s employment agreement, he will receive an annual base salary of not less than $442,000

MBO Incentive Plan Payouts for 2020

The table below shows the individual performance goals for our named executive officers under our MBO Incentive Plan for 2020 and will be eligible to receive an annual performance bonus targeted at 70% of Mr. Hendrickson’s base salary; provided, that Mr. Hendrickson’s targeted performance bonus may be increased from time to time by our Board or the Compensation Committee. Mr. Hendrickson is also eligibleCommittee’s determination as to receive equity awards under our annual equity incentive award program in effect for our other senior executives, as determined bywhether such goals were achieved. Based upon each named executive officer’s achievement of his or her individual goals, the Compensation Committee had discretion to award between 0% and he is eligible150% of the target cash bonus to participate in all health, retirement, Company-paid insurance, sick leave, disability, expense reimbursement and other benefit programs, if any, which we make available to our senior executives.

In the event that Mr. Hendrickon’s employment is terminated due to death or disability,such named executive officer. As Mr. Hendrickson will be entitledresigned as our Executive Vice President and Chief Financial Officer effective November 6, 2020 to receive (i) payment for all accrued but unpaid base salary as of the date of termination, (ii) reimbursement for reasonable and necessary business expenses incurred through the date of termination, (iii) any earned benefits under our employee benefit plans (collectively, the items in (i), (ii) and (iii) above, the “Hendrickson Accrued Obligations”), and (iv) any unpaid annual incentive bonuses. In the event that Mr. Hendrickson’s employment is terminated by us for “Cause” or by Mr. Hendrickson without “Good Reason” (each such term as defined in Mr. Hendrickson’s employment agreement), Mr. Hendrickson will only be entitled to receive the Hendrickson Accrued Obligations.pursue other career opportunities, he forfeited his MBO Incentive.

In the event that Mr. Hendrickson’s employment is terminated by us without “Cause” or by Mr. Hendrickson for “Good Reason,” in each case, prior to or more than 12 months following a “Change in Control” (each such term as defined in Mr. Hendrickson’s employment agreement), Mr. Hendrickson will be entitled to receive (i) the Hendrickson Accrued Obligations, (ii) a separation allowance, payable in equal installments over an 18 month period, equal to 1.5 times the sum of Mr. Hendrickson’s then base salary and then targeted performance bonus, (iii) any annual incentive bonuses earned but not yet paid, (iv) a pro-rated annual incentive bonus for the fiscal year in which employment termination occurs (based on actual performance achieved for such fiscal year), (v) medical, dental, disability and life insurance coverage until the earlier of 18 months after the date of termination or the date Mr. Hendrickson becomes eligible to receive comparable benefits from another employer, and (vi) the accelerated vesting of a portion of any unvested equity award granted to Mr. Hendrickson pursuant to his employment agreement (based on the number of shares that would have vested per the applicable award agreement as of the one year anniversary of the termination date had Mr. Hendrickson remained continuously employed by us through such date).