Form 4: NorthStar Healthcare Income Director Gregory A. Samay Reports Changes in Beneficial Ownership

Director Gregory A. Samay reports acquisition and disposal of NorthStar Healthcare Income, Inc. common stock and restricted stock units related to director compensation plan.

Summary

• Gregory A. Samay, a director of NorthStar Healthcare Income, Inc., reported changes in beneficial ownership of the company's common stock.
• These changes involve the acquisition of 32,197 restricted stock units (RSUs) and the disposal of 147,801 shares of common stock.
• The acquisition of RSUs is part of the Fifth Amended and Restated Independent Directors Compensation Plan, granting $85,000 in RSUs to independent directors upon re-election.
• The RSUs convert into common stock on a one-for-one basis and vest quarterly over two years, starting July 1, 2024.
• The number of RSUs granted was determined by dividing the fixed grant value of $85,000 by the most recently disclosed net asset value of the company's common stock, which was $2.64.

Sentiment

Score: 7

Explanation: The document reflects standard corporate governance practices regarding director compensation, indicating stability and adherence to regulatory requirements. The sentiment is neutral to slightly positive as it reflects ongoing operations and alignment of director interests with shareholders.

Positives

• The director compensation plan aligns the interests of independent directors with those of the company and its shareholders through equity-based compensation.

Future Outlook

The restricted stock units will continue to vest quarterly over a two-year period, converting into common stock upon vesting or earlier upon a change in control or separation from service.

Industry Context

This filing is a routine disclosure related to director compensation and equity ownership, common in publicly traded companies to ensure transparency and compliance with SEC regulations.

Comparison to Industry Standards

• Director compensation plans involving restricted stock units are common practice among publicly traded companies.
• The vesting schedule of two years is fairly standard.
• The grant value of $85,000 in RSUs is within the typical range for independent director compensation at companies of similar size and scope in the healthcare sector.
• Comparable companies such as Healthcare Trust of America and Physicians Realty Trust also utilize equity-based compensation for their directors.

Corporate Governance

Stakeholder Impact

• Shareholders: Transparency in director compensation and alignment of interests.
• Directors: Equity-based compensation incentivizes performance and long-term value creation.

Key Dates