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NEW YORK - Independent proxy advisory firm Egan-Jones has recommended that Brookdale Senior Living Inc. (NYSE:BKD) stockholders vote for all six director nominees proposed by activist investor Ortelius Advisors in the upcoming 2025 Annual Meeting, according to a press release statement. The company, currently valued at $1.63 billion, operates in the senior living sector with annual revenues of $3.02 billion.
Egan-Jones cited Brookdale’s continued financial underperformance and concerns about the company’s strategy and execution as key factors in its recommendation. The advisory firm noted that Brookdale has failed to recover from the pandemic impact, with total shareholder returns down 30% from early 2020 through the end of 2024 despite industry tailwinds. According to InvestingPro data, the company is currently not profitable and analysts don’t expect profitability this year, with forecasted EPS at -$0.78 for 2025.
The proxy firm expressed particular concern about Brookdale’s high debt burden, with debt-to-enterprise value ratios consistently averaging over 90% during the past five years, and questioned management’s plan to grow out of its debt problems without divesting underperforming assets. InvestingPro analysis reveals a concerning debt-to-equity ratio of 38.15x and a current ratio of 0.82, indicating potential liquidity challenges. These metrics are among 10+ key financial indicators available in the comprehensive Pro Research Report.
"We believe the Ortelius nominees are correct that assets will need to be sold off to generate cash, to pay off debt, invest in improved facilities, and re-align its strategy as a pure play company," Egan-Jones stated in its report.
Ortelius has nominated Steven J. Insoft, Paula J. Poskon, Frank J. Small, Ivona Smith, Steven L. Vick, and Lori B. Wittman for board seats. The advisory firm endorsed all six candidates, noting they bring "the right mix of skills and expertise across senior housing, REITs, finance, capital markets, and operational turnarounds."
While supporting Ortelius’ slate, Egan-Jones also recommended votes for Brookdale’s two most recent board additions, directors Fioravanti and Hausman, who joined in April 2025.
This recommendation follows supportive commentary from Institutional Shareholder Services (ISS) regarding Ortelius’ campaign for change at the senior living operator.
In other recent news, Brookdale Senior Living Inc. reported an increase in occupancy rates for May 2025, with consolidated weighted average occupancy reaching 80.0%, marking a 190 basis point year-over-year rise. The company’s same community occupancy also improved, with a notable 50 basis point sequential growth to 82.1% at month-end. In the midst of these operational achievements, Brookdale is facing a board challenge from Ortelius Advisors, who are advocating for the election of their six director nominees, citing concerns over governance and shareholder value. Institutional Shareholder Services has recommended supporting most of Brookdale’s board nominees, while questioning the feasibility of Ortelius’ plan.
Brookdale has emphasized the qualifications of its board and warned that replacing experienced directors could disrupt strategy execution, especially during the ongoing CEO search. Meanwhile, RBC Capital Markets has raised its price target for Brookdale from $8.00 to $9.00, maintaining an Outperform rating due to the company’s strong financial performance and positive demographic trends in the senior living industry. Despite this, RBC noted a surprising market reaction with a slight decline in Brookdale’s stock, suggesting potential buying opportunities. As Brookdale continues its CEO transition, the company remains focused on leveraging its operational strengths to capitalize on the growing demand in the senior living sector.
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