Brookdale Appoints Joshua Hausman to Board of Directors

PR Newswire

NASHVILLE, Tenn., April 24, 2025

Brings Significant Healthcare and Private Capital Investing Expertise, including in Facilities-Based and Senior Care Services Companies

Company's Average Director Tenure to be Less Than Four Years after Annual Meeting

NASHVILLE, Tenn., April 24, 2025 /PRNewswire/ -- Brookdale Senior Living Inc. $(BKD)$ ("Brookdale" or the "Company") today announced that its Board of Directors (the "Board") has appointed Joshua Hausman, Managing Partner at MHJ Capital Partners and former Managing Director at Onex Partners, as an independent director, effective April 24, 2025.

Denise W. Warren, Interim Chief Executive Officer and Chairman of the Board, said, "Josh has over 20 years of private market investment experience focused on the healthcare industry, including in facilities-based skilled nursing and behavioral health. He brings an owner mindset, having collaborated with management teams in devising and executing growth and operating strategies. We are confident we will benefit from his deep expertise and insights as we focus on accelerating profitable occupancy and RevPAR growth, delivering meaningful Adjusted EBITDA growth, materially enhancing Adjusted Free Cash Flow generation, and creating shareholder value."

Mr. Hausman joins the Brookdale Board following the recent appointment of Mark Fioravanti as an independent director. With these two appointments and Frank M. Bumstead's decision not to stand for re-election at the 2025 Annual Meeting of Stockholders (the "Annual Meeting"), Brookdale's Board will have an average tenure of less than four years after the Company's 2025 Annual Meeting and comprise eight directors, seven of whom will be independent, including two appointed last year and two this year.

Ms. Warren added, "The continuing refreshment of our Board with highly qualified directors reflects our commitment to bringing in new expertise and perspectives and follows engagement with our shareholders."

As previously announced, the Board is also reviewing potential governance enhancements related to director tenure and evaluating revisions to the Company's performance-based long-term incentive awards program for executives.

About Joshua Hausman

Joshua Hausman spent two decades with Onex Corporation, ultimately serving for 12 years as Managing Director for Onex Partners, the upper-middle market private equity platform of Onex Corporation. He led Onex Partners' North American healthcare investment activities, including advising portfolio company management teams and evaluating growth and operating efficiency opportunities. Prior to Onex Corporation, Mr. Hausman was an Associate in the Healthcare Investment Banking group at Banc of America Securities, where he provided capital raising and advisory services to healthcare companies. Mr. Hausman currently serves as Managing Partner at MHJ Capital Partners and on the Board of Directors of Newport Healthcare and SCP Health. He has previously held board positions at privately owned and publicly traded healthcare services companies, including BrightSpring Health Services, Genesis HealthCare, Inc., and Center for Diagnostic Imaging. He holds an A.B. in Economics (cum laude) from Harvard College.

NON-GAAP FINANCIAL MEASURES

This press release mentions the financial measures Adjusted EBITDA and Adjusted Free Cash Flow, which are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). Reference to these non-GAAP financial measures is intended to aid investors in better understanding the factors and trends affecting the Company's performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations or net cash provided by (used in) operating activities.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP performance measure that the Company defines as net income (loss) excluding: benefit/provision for income taxes, non-operating income/expense items and depreciation and amortization; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, legal, cost reduction or organizational restructuring items that management does not consider as part of the Company's underlying core operating performance and that management believes impact the comparability of performance between periods.

Adjusted Free Cash Flow

Adjusted Free Cash Flow is a non-GAAP liquidity measure that the Company defines as net cash provided by (used in) operating activities before: distributions from unconsolidated ventures from cumulative share of net earnings, changes in prepaid insurance premiums financed with notes payable, changes in operating lease assets and liabilities for lease termination, cash paid/received for gain/loss on facility operating lease termination and lessor capital expenditure reimbursements under operating leases; plus: property and casualty insurance proceeds and proceeds from refundable entrance fees, net of refunds; less: non-development capital expenditures and payment of financing lease obligations.

DEFINITION OF REVPAR

RevPAR, or average monthly senior housing resident fee revenue per available unit, is defined by the Company as resident fee revenue for the corresponding portfolio for the period (excluding revenue for private duty services provided to seniors living outside of the Company's communities and entrance fee amortization), divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period.

ABOUT BROOKDALE SENIOR LIVING

Brookdale Senior Living Inc. is the nation's premier operator of senior living communities. With 647 communities across 41 states and the ability to serve approximately 58,000 residents as of March 31, 2025, Brookdale is committed to its mission of enriching the lives of seniors through compassionate care, clinical expertise, and exceptional service. The Company, through its affiliates, operates independent living, assisted living, memory care, and continuing care retirement communities, offering tailored solutions that help empower seniors to live with dignity, connection, and purpose. Leveraging deep expertise in healthcare, hospitality, and real estate, Brookdale creates opportunities for wellness, personal growth, and meaningful relationships in settings that feel like home. Guided by its four cornerstones of passion, courage, partnership, and trust, Brookdale is committed to delivering exceptional value and redefining senior living for a brighter, healthier future. Brookdale's stock trades on the New York Stock Exchange under the ticker symbol BKD.

FORWARD-LOOKING STATEMENTS

Certain statements in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding the Company's intent, belief, or expectations. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will, " "should," "could," "would," "potential," "intend," "expect," "endeavor, " "seek," "anticipate," "estimate," "believe," "project," "predict," "continue," "plan," "target," or other similar words or expressions, and include statements regarding the focus of the Interim Chief Executive Officer, the Company's ability to deliver sustained and compelling returns to its shareholders, the Company's ability to continue to grow profitable occupancy and RevPAR, deliver meaningful Adjusted EBITDA growth, materially enhance Adjusted Free Cash Flow generation, and create shareholder value. These forward-looking statements are based on certain assumptions and expectations, and the Company's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although the Company believes that expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its assumptions or expectations will be attained and actual results and performance could differ materially from those projected. Factors which could have a material adverse effect on the Company's operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, events which adversely affect the ability of seniors to afford resident fees, including downturns in the economy, housing market, consumer confidence, or the equity markets and unemployment among resident family members; the effects of senior housing construction and development, lower industry occupancy, and increased competition; conditions of housing markets, regulatory changes, acts of nature, and the effects of climate change in geographic areas where the Company is concentrated; terminations of the Company's resident agreements and vacancies in the living spaces it leases; changes in reimbursement rates, methods, or timing under governmental reimbursement programs including the Medicare and Medicaid programs; failure to maintain the security and functionality of the Company's information systems, to prevent a cybersecurity attack or breach, or to comply with applicable privacy and consumer protection laws, including HIPAA; the Company's ability to complete its capital expenditures in accordance with its plans; the Company's ability to identify and pursue development, investment, and acquisition opportunities and its ability to successfully integrate acquisitions; competition for the acquisition of assets; the Company's ability to complete pending or expected disposition, acquisition, or other transactions on agreed upon terms or at all, including in respect

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