RHEP DEF 14A

Regional Health Properties, Inc (RHEP)

DEF 14A 2025-12-10 For: 2025-12-30

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Added on June 12, 2026

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Sincerely,

/s/ Brent S. Morrison

Brent S. Morrison
Chief Executive Officer, President, Corporate Secretary and Chairman of the Board of Directors


NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS


DATE AND TIME	Tuesday, December 30, 2025 at 10:00 a.m., local time

PLACE	1050 Crown Pointe Parkway, Suite 150, Atlanta, Georgia 30338

ITEMS OF BUSINESS	1.	To elect the seven director nominees named in the accompanying proxy statement (Proposal 1) by the voting groups set forth below;

		(a)	Four directors to be elected by the holders of our common stock, no par value per share (the “common stock”), voting separately as a single class;

		(b)	One director to be elected by the holders of our 12.5% Series B Cumulative Redeemable Preferred Shares, no par value per share (the “Series B Preferred Stock”), voting separately as a single class; and

		(c)	Two directors to be elected by the holders of our Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares, no par value per share (the “Series D Preferred Stock”), voting separately as a single class.

	2.	To approve the Regional Health Properties, Inc. Amended and Restated 2023 Omnibus Incentive Compensation Plan (the “A&R Plan”) (Proposal 2), by the holders of our common stock voting separately as a single class;

	3.	To conduct an advisory vote to approve the compensation of the named executive officers (“Say-on-Pay”) (Proposal 3), by the holders of our common stock voting separately as a single class;

	4.	To consider an advisory vote to determine shareholder preference on the frequency of the Say-on-Pay vote (“Say-When-on-Pay”) (Proposal 4), by the holders of our common stock voting separately as a single class;

	5.	To ratify the appointment of Cherry Bekaert, LLP as our independent registered public accounting firm for the year ending December 31, 2025 (Proposal 5), by the holders of our common stock voting separately as a single class; and

	6.	To transact such other business as may properly come before the 2025 Annual Meeting of Shareholders and any adjournments or postponements thereof.


Record Date		November 14, 2025 (the “record date”). Only shareholders of record of our common stock, our Series B Preferred Stock and our Series D Preferred Stock as of the close of business on the record date are entitled to receive notice of, and to vote at, the 2025 Annual Meeting of Shareholders and any adjournments or postponements thereof.

PROXY MATERIALS AND ANNUAL REPORT		The accompanying proxy statement and the enclosed proxy card are first being mailed to shareholders on or about December 11, 2025. Our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 accompanies the proxy statement.

		Whether or not you plan to attend the 2025 Annual Meeting of Shareholders, please read the accompanying proxy statement and the voting instructions on the enclosed proxy card. Then please vote over the Internet or by completing, signing, dating and mailing the completed proxy card to us. The instructions on your proxy card describe how to use these convenient services.


/s/ Brent S. Morrison
Brent S. Morrison, Chief Executive Officer, President, Corporate Secretary and Chairman of the Board of Directors

Atlanta, Georgia
December 11, 2025

	Page
QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING OF SHAREHOLDERS	1
PROPOSAL 1: ELECTION OF DIRECTORS	9
PROPOSAL 2: APPROVE AMENDED AND RESTATED 2023 EQUITY PLAN	11
PROPOSAL 3: ADVISORY VOIE ON EXECUTIVE COMPENSATION	21
PROPOSAL 4: ADVISORY VOTE ON FREQUENCY OF THE SAY-ON-PAY VOTE	22
PROPOSAL 5: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	23
GOVERNANCE	24
Board Structure	24
Independence of Directors and Director Nominees	24
Director Nomination Process	25
Board Diversity	26
Risk Oversight	26
Code of Ethics	26
Insider Trading Policy and Hedging	27
Communication With the Board and its Committees	27
BOARD OF DIRECTORS	28
Director Nominees	28
Committees of the Board	30
Director Attendance at Board, Committee and Annual Shareholder Meetings	31
DIRECTOR COMPENSATION	32
Director Compensation and Reimbursement Arrangements	32
Director Compensation Table	32
EXECUTIVE COMPENSATION	33
Executive Officers	33
Executive Compensation Tables	35
Pay Versus Performance	37
Compensation Arrangements with Executive Officers	40
Equity Compensation Plan Information	48
Retirement Programs	48
AUDIT COMMITTEE MATTERS	49
Audit Committee Report	49
Fees and Services of Our Independent Registered Public Accounting Firm	49
Pre-Approval Policy	50
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	51
Related Party Transactions	51
Approval of Related Party Transactions	51
STOCK OWNERSHIP	52
Common Stock Beneficial Ownership Table	52
Series A Preferred Stock Beneficial Ownership Table	53
Series B Preferred Stock Beneficial Ownership Table	54
Series D Preferred Stock Beneficial Ownership Table	55
Delinquent Section 16(a) Reports	56
ADDITIONAL INFORMATION	57
Other Business for Presentation at the Annual Meeting	57
2024 Annual Report	57
Shareholder Proposals for Inclusion in the 2026 Proxy Statement	57
Procedures for Business Matters and Director Nominations for Consideration at the 2026 Annual Meeting	57
APPENDIX A – REGIONAL HEALTH PROPERTIES, INC. AMENDED AND RESTATED 2023 OMNIBUS INCENTIVE COMPENSATION PLAN	A-1

Proposal	Voting Options	Vote Required to Elect or Approve (Assuming a Quorum Exists)	Effect of Abstentions	Effect of Broker Non-Votes
Election of Directors (Proposal 1)
Election of Directors (Proposal 1(a))	For or Withhold	A plurality of votes cast by shares of common stock entitled to vote in the election at the Annual Meeting	No effect	No effect
Election of Directors (Proposal 1(b))	For or Withhold	A plurality of votes cast by shares of Series B Preferred Stock entitled to vote in the election at the Annual Meeting	No effect	No effect
Election of Directors (Proposal 1(c))	For or Withhold	A plurality of votes cast by shares of Series D Preferred Stock entitled to vote in the election at the Annual Meeting	No effect	No effect
Approval of Amended and Restated 2023 Omnibus Incentive Compensation Plan (Proposal 2)	For, Against or Abstain	Votes cast by shares of common stock entitled to vote favoring the action exceed the votes cast by shares of common stock entitled to vote opposing the action	No effect	No effect
Advisory Vote on Executive Compensation (Proposal 3)	For, Against or Abstain	Votes cast by shares of common stock entitled to vote favoring the action exceed the votes cast by shares of common stock entitled to vote opposing the action	No effect	No effect
Advisory Vote on the frequency of the Say‑on‑Pay vote (Proposal 4)	Every Year, Every Two Years, Every Three Years or Abstain	The frequency that receives a majority of the votes cast at the Annual Meeting (or, if no majority, the plurality of the votes cast at the Annual Meeting).	No effect	No effect
Ratification of the Appointment of Independent Registered Public Accounting Firm (Proposal 5)	For, Against or Abstain	Votes cast by shares of common stock entitled to vote favoring the action exceed the votes cast by shares of common stock entitled to vote opposing the action	No effect	Brokers have discretion to vote

Name	Age	Occupation	Independent	Director Since	Committee Memberships⁽¹⁾
Steven J. Baileys	70	Private Investor	Yes	August 2025	Audit Special⁽²⁾

Gene E. Burleson	83	Private Investor	Yes	August 2025	Audit Compensation⁽²⁾ Special Strategic

⁽¹⁾	The Company has five committees: Audit, Corporate Governance & Nominating (“Nominating”), Compensation, Special/Strategic (“Special”), and Strategic Planning (“Strategic”).

⁽²⁾	Committee Chair

⁽³⁾	Audit Committee Financial Expert

*	Lead Independent Director.

Name	Audit	Corporate Governance & Nominating	Compensation	Special	Strategic Planning
Steven J. Baileys	√	—	—	Chair	—
Gene E. Burleson	√	—	Chair	√	√
F. Scott Kellman	√	Chair	√	—	√
Steven L. Martin	—	—	—	—	—
Brent S. Morrison	—	—	—	√	—
Kenneth W. Taylor ⁽¹⁾	Chair	√	—	—	—
C. Christian Winkle	—	√	√	—	Chair

Name⁽¹⁾	Fees earned or paid in cash		Stock awards	All other compensation	Total
Michael J. Fox⁽²⁾	$	46,125	—	—	$	46,125
Kenneth W. Taylor	$	49,500	—	—	$	49,500
David A. Tenwick	$	49,500	—	—	$	49,500

	As of December 31, 2024
	Number of Shares Subject to Outstanding Options or Warrants		Number of Shares of Unvested
Director⁽¹⁾	Exercisable	Unexercisable	Restricted Stock
Kenneth W. Taylor	—	—	—
David A. Tenwick	—	—	—

Name	Age	Position
Brent S. Morrison	49	Chief Executive Officer, President, Corporate Secretary and Chairman of the Board
Paul J. O’Sullivan	47	Senior Vice President
Mark J. Stockslager	65	Chief Financial Officer and principal financial officer
Robert M. Thornton, Jr.	76	Executive Vice President – Corporate Strategy

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards($)		Options⁽¹⁾ Awards($)		Total($)
Brent S. Morrison*	2024	220,000	—	54,500	⁽²⁾	42,240	⁽³⁾	316,740
Chief Executive Officer, President, Corporate Secretary and Chairman (principal executive officer)	2023	220,000	150,000	—		71,802	⁽⁴⁾	291,802
Paul J. O’Sullivan**	2024	150,000	—	32,700	⁽⁵⁾	—		182,700
Senior Vice President (principal financial officer and principal accounting officer)	2023	150,000	—	86,640	⁽⁶⁾	—		236,640
Heather L. Pittard***	2024	127,500	—	—		—		127,500
Chief Accounting Officer (principal accounting officer)	2023	—	—	—		—		—

	OPTION AWARDS							STOCK AWARDS
Name and Principal Position	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price		Option Expiration Date	Number of Shares or Units of Stock that have Not Vested		Market Value of Shares or Units of Stock that have Not Vested		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have Not Vested
Brent S. Morrison	11,250	⁽¹⁾	12,750	⁽¹⁾	$	2.03	01/01/2034	—		$	—	—	$	—
	24,000	⁽²⁾	—		$	3.32	01/01/2033	—		$	—	—	$	—
	—		—		$	—	—	25,000	⁽³⁾	$	39,093	—	$	—
Paul J. O’Sullivan	—		—		$	—	—	15,000	⁽³⁾	$	23,456	—	$	—
								16,000	⁽⁴⁾	$	25,019	—	$	—

Year	Summary Compensation Table Total for PEO⁽¹⁾		Compensation Actually Paid to PEO⁽²⁾		Average Summary Compensation Table Total for Non-PEO NEOs⁽³⁾		Average Compensation Actually Paid to Non-PEO NEOs⁽²⁾⁽³⁾		Value of Initial Fixed $100 Investment Based on Total Shareholder Return⁽⁴⁾		Net Loss⁽⁵⁾

2024	$	316,740	$	298,830	$	155,100	$	138,416	$	34.59	$	(3,218,000)
2023	$	291,802	$	265,976	$	236,640	$	161,241	$	44.99	$	(3,888,000)
2022	$	478,240	$	430,640	$	134,395	$	117,555	$	73.61	$	(6,867,000)

	(2)	Compensation actually paid to our PEO and the average of all non-PEO NEOs is calculated in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our PEO and our non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the compensation actually paid:
	(3)	For 2023 and 2024, our non-PEO NEO was Mr. O’Sullivan. For 2022, our non-PEO NEOs were Messrs. O’Sullivan and Waites. Represents the average total compensation for our non-PEO NEOs, derived from the “Total” as set forth in “Executive Compensation — Executive Compensation Tables — Summary of Executive Compensation Table.”
	(4)	For the relevant fiscal year, represents the cumulative total shareholder return (“TSR”) of the Company through December 31 of the applicable fiscal year, assuming $100 was invested on December 31, 2021.
	(5)	Reflects Net Loss in the Company’s Consolidated Statements of Operations included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023 and 2022

Year	Reported Summary Compensation Table Total for PEO		Less: Reported Value of Stock and/or Option Awards		Plus: Year End Fair Value of Equity Awards Granted and Unvested During Applicable Year		Plus: Change in Fair Value as of Year End of Any Prior Year Awards that Remain Unvested as of Year End		Add: Awards that are Granted and Vest in the Same Year, the Fair Value as of the Vesting Date		Compensation Actually Paid to PEO

2024	$	316,740	$	(96,740)	$	59,030	$	—	$	19,800	$	298,830

2023	$	291,802	$	(71,802)	$	—	$	(25,826)	$	71,802	$	265,976

2022	$	478,240	$	(108,240)	$	79,680	$	(19,040)	$	—	$	430,640

Year	Reported Summary Compensation Table Total for Non-PEO NEOs		Less: Reported Value of Stock and/or Option Awards		Year End Fair Value of Equity Awards Granted and Unvested During Applicable Year		Plus: Change in Fair Value as of Year End of Any Prior Year Awards that Remain Unvested as of Year End		Less: Fair Value as of Prior Fiscal Year End of Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year		Compensation Actually Paid to Non-PEO NEOs

2024	$	155,100	$	(32,700)	$	23,456	$	(7,440)	$	—	$	138,416

2023	$	236,640	$	(86,640)	$	48,689	$	(37,448)	$	—	$	161,241

2022	$	134,395	$	—	$	—	$	(9,520)	$	(7,320)	$	117,555

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants		Weighted - Average Exercise Price of Outstanding Options, Number of Warrants		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column⁽¹⁾)
Equity compensation plans approved by security holders	48,000	⁽²⁾	$	2.68	141,000
Equity compensation plans not approved by security holders	15,278	⁽³⁾	$	51.00	—
Total	63,278		$	14.35	141,000

	December 31,
(Amounts in 000’s)	2024		2023
Audit fees (total)⁽¹⁾	$	262		244
Audit-related fees (total)⁽²⁾		16		51
Tax fees		—		—
All other fees		—		—
Cherry Bekaert Total fees	$	278	$	295

Name of Beneficial Owner⁽¹⁾	Number of Shares of Common Stock Beneficially Owned⁽²⁾		Percent of Outstanding Common Stock ⁽³⁾
Directors and Named Executive Officers:
Steven J. Baileys	188,721	⁽⁴⁾	4.80%
Gene E. Burleson	21,881		*
F. Scott Kellman	—		*
Steven L. Martin	13,982		*
Brent S. Morrison	200,319	⁽⁵⁾	5.09%
Paul J. O'Sullivan	84,630	⁽⁶⁾	2.15%
Mark J. Stockslager	24,484		*
Kenneth W. Taylor	9,562		*
Robert M. Thornton, Jr.	226,796	⁽⁷⁾	5.76%
C. Christian Winkle	—		*
All Directors and Executive Officers as a Group:	770,375		19.58%

Name of Beneficial Owner ⁽¹⁾	Number of Shares of Series A Preferred Stock Beneficially Owned⁽²⁾	Percent of Outstanding Series A Preferred Stock ⁽³⁾
Directors and Named Executive Officers:
Steven J. Baileys	—	*
Gene E. Burleson	—	*
F. Scott Kellman	—	*
Steven L. Martin	—	*
Brent S. Morrison	—	*
Paul J. O'Sullivan	—	*
Mark J. Stockslager	—	*
Kenneth W. Taylor	—	*
Robert M. Thornton, Jr.	—	*
C. Christian Winkle	—	*
All Directors and Executive Officers as a Group:	—	*

Name of Beneficial Owner ⁽¹⁾	Number of Shares of Series B Preferred Stock Beneficially Owned⁽²⁾		Percent of Outstanding Series B Preferred Stock⁽³⁾
Directors and Named Executive Officers:
Steven J. Baileys	—		*
Gene E. Burleson	—		*
F. Scott Kellman	—		*
Steven L. Martin	95,157	⁽⁴⁾	5.05%
Brent S. Morrison	—		*
Paul J. O'Sullivan	—		*
Mark J. Stockslager	—		*
Kenneth W. Taylor	—		*
Robert M. Thornton, Jr.	—		*
C. Christian Winkle	—		*
All Directors and Executive Officers as a Group:	95,157		5.05%

Name of Beneficial Owner⁽¹⁾	Number of Shares of Series D Preferred Stock Beneficially Owned⁽²⁾		Percent of Outstanding Series D Preferred Stock⁽³⁾
5% Beneficial Owners (Excluding Directors and Named Executive Officers):
Charles Frischer	138,300	⁽⁴⁾	9.84%
Directors and Named Executive Officers:
Steven J. Baileys	166,568	⁽⁵⁾	11.85%
Gene E. Burleson	14,900	⁽⁶⁾	1.06%
F. Scott Kellman	—		*
Steven L. Martin	—		*
Brent S. Morrison	—		*
Paul J. O'Sullivan	—		*
Mark J. Stockslager	21,610	⁽⁷⁾	1.54%
Kenneth W. Taylor	—		*
Robert M. Thornton, Jr.	111,912	⁽⁸⁾	7.96%
C. Christian Winkle	—		*
All Directors and Executive Officers as a Group:	314,990		22.41%