Proxy Statement (definitive) (def 14a) (2024)

Proxy Statement (definitive) (def 14a) (2024)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section14(a) of the

Securities Exchange Act of 1934

Filed by theRegistrantx Filed bya Party other than the Registrant¨

Check the appropriate box:


¨		Preliminary Proxy Statement

¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x		Definitive Proxy Statement

¨		Definitive Additional Materials

¨		Soliciting Material Pursuant to Rule 14a-12

New Senior Investment Group Inc.

(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):



x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	1)	Title of each class of securities to which transaction applies:
	2)	Aggregate number of securities to which transaction applies:
	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filingfee is calculated and state how it was determined):
	4)	Proposed maximum aggregate value of transaction:
	5)	Total fee paid:

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statementnumber, or the Form or Schedule and the date of its filing.

	1)	Amount Previously Paid:
	2)	Form, Schedule or Registration Statement No.:
	3)	Filing Party:
	4)	Date Filed

April18, 2016

Dear Fellow Stockholders:

On behalf of the Board of Directors, I cordially invite you to attend the Annual Meeting of Stockholders of New Senior Investment Group Inc.(the Annual Meeting) to be held atThe Hilton Hotel, 1335 Avenue of the Americas, New York, New York, on June3, 2016, at 8:00 a.m., Eastern Time. The matters to be considered by the stockholders at the Annual Meeting aredescribed in detail in the accompanying materials.

IT IS IMPORTANT THAT YOU BE REPRESENTED AT THE ANNUAL MEETING REGARDLESS OF THE NUMBEROF SHARES YOU OWN OR WHETHER YOU ARE ABLE TO ATTEND THE ANNUAL MEETING IN PERSON. Let me urge you to vote today by Internet, by telephone or by completing, signing and returning your proxy card in the envelope provided.

PLEASE NOTE THAT YOU MUST FOLLOW THESE INSTRUCTIONS IN ORDER TO ATTEND AND BE ABLE TO VOTE AT THE ANNUAL MEETING: All Stockholders may vote inperson at the Annual Meeting. In addition, any stockholder may also be represented by another person at the Annual Meeting by executing a proper proxy designating that person as the proxy with power to vote your shares on your behalf. If you are abeneficial owner of shares, you must take the following three steps in order to be able to attend and vote at the Annual Meeting: (1)obtain a legal proxy from your broker, bank or other holder of record and present this legal proxy to theinspector of elections along with your ballot, (2)contact our Investor Relations department to obtain an admission card and present this admission card to the inspector of elections and (3)present an acceptable form of photoidentification, such as a drivers license or passport, to the inspector of elections.

Sincerely,

Proxy Statement (definitive) (def 14a) (2)

Wesley R. Edens

Chairman of the Board of Directors

NEW SENIOR INVESTMENT GROUP INC.

NOTICE OF THE 2016 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of New Senior Investment Group Inc.:

The annual meeting of stockholders of New Senior Investment Group Inc., a Delaware corporation, will be held atThe Hilton Hotel, 1335Avenue of the Americas, New York, New York, on June3, 2016, at 8:00 a.m., Eastern Time(the Annual Meeting). The matters to be considered and acted upon by stockholders at the Annual Meeting, which are described in detail inthe accompanying materials, are:

(i)

a proposal to elect two Class II directors to serve until the 2019 annual meeting of stockholders or until their successors are elected and duly qualified;

(ii)

a proposal to approve the appointment of Ernst& Young LLP as independent registered public accounting firm for the Company for fiscal year 2016; and

(iii)

any other business properly presented at the Annual Meeting.

Stockholders of record at theclose of business on April11, 2016 will be entitled to notice of and to vote at the Annual Meeting.It is important that your shares be represented at the Annual Meeting regardless of the size of your holdings.A Proxy Statement, proxycard and self-addressed envelope are enclosed. Return the proxy card promptly in the envelope provided, which requires no postage if mailed in the United States. You can also now vote by telephone or by the Internet by following the instructionsprovided on the proxy card. Whether or not you plan to attend the Annual Meeting in person, please vote by one of these three methods. If you are the record holder of your shares and you attend the meeting, you may withdraw your proxy and vote inperson, if you so choose.

By Order of the Board of Directors,

/s/ Cameron D. MacDougall

Cameron D. MacDougall

Secretary

1345 Avenue of the Americas

45^thFloor

New York, New York 10105

April18, 2016

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON June3, 2016:

The Notice of Annual Meeting, Proxy Statement and the Annual Report on Form 10-K

are available on the Investor Relations section of our website at

www.newseniorinv.com.

TABLE OF CONTENTS


	Page

GENERAL INFORMATION ABOUT VOTING		2

Solicitation of Proxies		2
Stockholders Entitled to Vote		2
Required Vote		2
Voting		3
Right to Revoke Proxy		3
Copies of Annual Report to Stockholders		3
Voting Results		4
Confidentiality of Voting		4
Recommendations of the Board of Directors		4

PROPOSAL NO. 1 ELECTION OF DIRECTORS		5

Information Concerning Our Directors, Including the DirectorNominees		5
Compensation of Directors		9
Determination of Director Independence		10
Statement on Corporate Governance		10
Board and Committee Meetings		11
Stockholder Communications with Directors		13
Report of the Audit Committee		15
Executive Sessions of Non-Management Directors		16

EXECUTIVE OFFICERS		16

EXECUTIVE AND MANAGER COMPENSATION		17

Compensation Discussion and Analysis		17
Grants of Plan-Based Awards in 2015		17
Outstanding Option Awards as of December31, 2015		17
Nonqualified Stock Option and Incentive Award Plan		18
Potential Payments upon Termination or Change of Control		21
Risk Management		21
Compensation Committee Report		22
Compensation Committee Interlocks and Insider Participation		22

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS		23

Section 16(a) of Beneficial Ownership Reporting Compliance		24

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		25

Transactions with Related Persons		25
Review of Transactions with Related Persons		28

		29

Proposed Independent Registered Public Accounting Firm		29
Principal Accountant Fees and Services		29

ADVANCE NOTICE FOR STOCKHOLDER NOMINATIONS AND PROPOSALS FOR 2016 ANNUAL MEETING		31

OTHER MATTERS		31

ADDITIONAL INFORMATION		31

NEW SENIOR INVESTMENT GROUP INC.

1345 Avenue of the Americas, 45^thFloor,

New York, New York 10105

PROXY STATEMENT

Forthe 2016 Annual Meeting of Stockholders to Be Held on

June3, 2016

This Proxy Statement and the accompanying proxy card and notice of annual meeting are provided in connection with the solicitation of proxiesby and on behalf of the Board of Directors of New Senior Investment Group Inc., a Delaware corporation, for use at the Annual Meeting to be held on June3, 2016 and any adjournments or postponements thereof. We, our,us, the Company and New Senior each refers to New Senior Investment Group Inc. The mailing address of our executive office is 1345 Avenue of the Americas, 45^thFloor, New York, New York 10105. This Proxy Statement, the accompanying proxy card and the notice of annual meeting are first being mailed to holders of our common stock, par value $0.01 per share (the Common Stock), on or aboutApril18, 2016.

At the date hereof, management has no knowledge of any business that will be presented for consideration at theAnnual Meeting and which would be required to be set forth in this Proxy Statement or the related proxy card other than the matters set forth in the Notice of Annual Meeting of Stockholders. If any other matter is properly presented at the AnnualMeeting for consideration, it is intended that the persons named in the enclosed form of proxy and acting thereunder will vote in accordance with their best judgment on such matter.

Matters to be considered at the Annual Meeting

At the Annual Meeting, stockholders of the Companys Common Stock will vote upon:

(i)

a proposal to elect two Class II directors to serve until the 2019 annual meeting of stockholders or until their successors are elected and duly qualified;

(ii)

a proposal to approve the appointment of Ernst& Young LLP as independent registered public accounting firm for the Company for fiscal year 2016; and

(iii)

any other business that may properly come before the annual meeting of stockholders or any adjournment of the annual meeting.

GENERAL INFORMATION ABOUT VOTING

Solicitation of Proxies

The enclosed proxy is solicited by and on behalf of our Board of Directors. The expense of preparing, printing and mailing this Proxy Statementand the proxies solicited hereby will be borne by the Company. In addition to the use of the mail, proxies may be solicited by officers and directors, without additional remuneration, by personal interview, telephone or otherwise. The Company willalso request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares held of record as of the close of business on April11, 2016, and will provide reimbursem*nt for the cost offorwarding the material.

Stockholders Entitled to Vote

As of April14, 2016, there were outstanding and entitled to vote 82,114,218 shares of our Common Stock. Each share of our Common Stockentitles the holder to one vote. Stockholders of record at the close of business on April11, 2016 are entitled to vote at the Annual Meeting or any adjournment or postponement thereof.

Stockholder of Record.If your shares are registered directly in your name with the Companys transfer agent, American StockTransfer& Trust Company LLC, you are considered the stockholder of record with respect to those shares, and these proxy materials were sent directly to you by the Company.

Street Name Holders.If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, thenyou are the beneficial owner of shares held in street name, and these proxy materials will be or have been forwarded to you by your bank or broker. The bank or broker holding your account is considered the stockholder of record forpurposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct your bank or broker on how to vote the shares held in your account. If you wish to attend the Annual Meeting, you will need to obtain a legalproxy from your bank or broker.

Required Vote

A quorum will be present if the holders of a majority of the outstanding shares entitled to vote are present, in person or by proxy, at theAnnual Meeting. If you have returned a valid proxy or if you hold your shares in your own name as holder of record and attend the Annual Meeting in person, your shares will be counted as present for the purpose of determining whether there is aquorum. Abstentions and broker non-votes (as described below) will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum.

If a quorum is not present, the Annual Meeting may be adjourned by the chairman of the meeting or by the vote of a majority of the sharesrepresented at the Annual Meeting until a quorum has been obtained.

For the election of the nominees to our Board of Directors, theaffirmative vote by holders of a plurality of shares present, in person or by proxy, and entitled to vote on the election of directors is sufficient to elect the nominee. The approval of Ernst& Young LLP as the Companys independentregistered public accounting firm for the fiscal year ending December31, 2016 requires the affirmative vote of holders of a majority of the shares present, in person or by proxy, and entitled to vote on such proposal.

Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote the shares because it has notreceived voting instructions from the beneficial owner and therefore is precluded by the rules of the New York Stock Exchange (NYSE) from voting on a particular matter. Under NYSE rules, when a broker holding shares in streetname does not receive voting instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-

routine matters. Brokers who do not receive instructions are entitled to vote on the ratification of the appointment of the independent registered public accounting firm.

A vote withheld from a director nominee or a broker non-vote on a director nominee will have no effect on the outcome of theelection. For the ratification of the appointment of the independent registered public accounting firm, abstentions and broker non-votes, if any, have the same effect as votes against.

If the enclosed proxy is properly executed and returned to us in time to be voted at the Annual Meeting, it will be voted as specified on theproxy unless it is properly revoked prior thereto. If no specification is made on the proxy as to any one or more of the proposals, the shares of Common Stock represented by the proxy will be voted as follows:

(i)

FORthe election of the nominees to our Board of Directors;

(ii)

FORthe approval of the appointment of Ernst& Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December31, 2016; and

(iii)

in the discretion of the proxy holder on any other business that properly comes before the Annual Meeting or any adjournment or postponement thereof.

As of the date of this Proxy Statement, we are not aware of any other matter to be raised at the Annual Meeting.

Voting

Stockholders of Record.If you are a stockholder of record, you may instruct the proxies to vote your shares by telephone, by theInternet or by signing, dating and mailing the proxy card in the postage-paid envelope provided. In addition, you may vote your shares of our Common Stock in person at the Annual Meeting.

Street Name Holders.If you are a street name holder, you will receive instructions from your bank or broker that you must follow to beable to attend the Annual Meeting or to have your shares voted at the Annual Meeting.

Right to Revoke Proxy

Stockholders of Record.If you are a stockholder of record, you may revoke your proxy instructions through any of the followingmethods:

send written notice of revocation, prior to the Annual Meeting, to our Secretary, Mr.CameronD. MacDougall, at New Senior Investment Group Inc., 1345 Avenue of the Americas, 45^thFloor, New York, New York 10105;

sign, date and mail a new proxy card to our Secretary;

dial the number provided on the proxy card and vote again;

log onto the Internet site provided on the proxy card and vote again; or

attend the Annual Meeting and vote your shares in person.

Street Name Holders.If youare a street name holder, you must contact your bank or broker to receive instructions as to how you may revoke your proxy instructions.

Copies of Annual Report to Stockholders

A copy of our Annual Report on Form 10-K for our most recently completed fiscal year hasbeen filed with the Securities and Exchange Commission (the SEC) will be mailed to stockholders entitled to vote at the

Annual Meeting who have elected to receive a hard copy of the proxy materials and is also available without charge to stockholders upon written request to: New Senior Investment Group Inc., 1345Avenue of the Americas, 45^thFloor, New York, New York 10105, Attention: Investor Relations. You can also find an electronic version of our Annual Report on the Investor Relations section of theNew Senior website (www.newseniorinv.com).

Voting Results

Broadridge Financial Solutions, Inc., our independent tabulating agent, will count the votes and act as the Inspector of Election. We willpublish the voting results in a Current Report on Form 8-K, which will be filed with the SEC within four business days of the Annual Meeting.

Confidentiality of Voting

We keep all proxies, ballots and voting tabulations confidential as a matter of practice. We permit onlyour Inspector of Election, Broadridge Financial Solutions, Inc., to examine these documents.

Recommendations of the Board ofDirectors

The Board of Directors recommends a vote:

(i)

FORthe election of the nominees to our Board of Directors; and

(ii)

FORthe approval of the appointment of Ernst& Young LLP as independent registered public accounting firm for the Company for fiscal year 2016.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Thefirst proposal is to elect two Class II directors to serve until the 2019 annual meeting of stockholders or until their respective successors are duly elected and qualified.

Our certificate of incorporation authorizes the number of directors to be not less than one, nor more than fifteen. The number of directors onthe board is currently fixed at seven. Our Board of Directors is divided into three classes. The members of each class of directors serve staggered three-year terms.

Our current Board of Directors is classified as follows:


Class	Term Expiration	Director	Age
Class I	2018	Virgis W. Colbert	76
		Cassia van der Hoof Holstein	40
Class II	2016	Susan Givens	39
		Michael D. Malone	62
Class III	2017	Wesley R. Edens	54
		Stuart A. McFarland	69
		Robert Savage	48

The Board of Directors has unanimously proposed Susan Givens and Michael D. Malone as nominees for election asClass II directors. The director-nominees currently serve on our Board of Directors. If elected at the Annual Meeting, each of Ms.Givens and Mr.Malone will hold office until the 2019 annual meeting of stockholders or until theirsuccessors are duly elected and qualified, subject to earlier retirement, resignation or removal. Unless otherwise instructed, we will vote all proxies we receiveFORSusan Givens and Michael D. Malone. If either of the nominees becomesunable to stand for election as a director, an event that our Board of Directors does not presently expect, the proxy will be voted for a replacement nominee if one is designated by our Board of Directors.

The Board of Directors recommends that you vote FOR the election of Ms.Givens and Mr.Malone to serve as our Class II directorsuntil the 2019 annual meeting of the stockholders or until their successors are duly elected and qualified.

InformationConcerning Our Directors, Including the Director Nominees

Set forth below is certain biographical information for our directors,including the director-nominees, as well as the month and year each person was first elected as one of our directors.

Each of ourdirectors was selected because of the knowledge, experience, skill, expertise and diversity the director contributes to the Board of Directors as a whole. Our directors have extensive familiarity with our business and experience from seniorpositions in large, complex organizations. In these positions, they gained core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, risk management, and leadership development. TheNominating and Corporate Governance Committee believes that each of the directors also has key attributes that are important to an effective Board of Directors: integrity and demonstrated high ethical standards; sound judgment; analytical skills;the ability to engage management and each other in a constructive and collaborative fashion; diversity of origin, background, experience, and thought; and the commitment to devote significant time and energy to service on the Board of Directors andits committees.



*Wesley R. Edens* Chairman of the Board of Directors since October 2014		Mr. Edens has been the Chairman of our Board of Directors since October 2014. Mr. Edens has served on the Board of Directors of NewcastleInvestment Corp. (Newcastle) as chairman since its inception and served as its Chief Executive Officer from its inception until February 2007. Mr. Edens is a principal and a Co-Chairman of the Board of Directors of Fortress InvestmentGroup LLC (Fortress), an affiliate of FIG LLC, our manager (our Manager). Mr. Edens has been a principal and a member of the Management Committee of Fortress since co-founding Fortress in May 1998. Mr. Edens is responsiblefor the private equity and publicly traded alternative investment businesses of Fortress. He is also Chairman of the Board of Directors of each of New Residential Investment Corp., Florida East Coast Railway Corp., New Media Investment Group Inc.,Mapeley Limited, Nationstar Mortgage Holdings Inc., Fortress Transportation and Infrastructure Investors LLC, Intrawest Resorts Holdings, Inc. and OneMain Holdings Inc., and he is a director of Gaming and Leisure Properties Inc. Mr. Edens alsopreviously served on the boards of the following publicly traded companies and registered investment companies: Brookdale Senior Living Inc. from September 2005 to June 2014; GAGFAH S.A. from September 2006 to June 2014; Penn National Gaming Inc.from October 2008 to November 2013; GateHouse Media Inc. from June 2005 to November 2013; Aircastle Limited from August 2006 to August 2012; Rail America Inc. from November 2006 to October 2012; Eurocastle Investment Limited, from August 2003 toNovember 2011 and Whistler Blackcomb Holdings Inc., from October 2012 to November 2012. Prior to forming Fortress Investment Group LLC, Mr. Edens was a partner and a managing director of BlackRock Financial Management Inc., where he headed BlackRockAsset Investors, a private equity fund. In addition, Mr. Edens was formerly a partner and a managing director of Lehman Brothers. As a result of his past experiences, Mr. Edens has extensive credit, private equity finance and management expertise,as well as extensive experience as an officer and director of public companies. These factors and his other qualifications and skills, led our Board of Directors to conclude that Mr. Edens should serve as a director.

*Virgis W. Colbert* Director since October 2014		Mr. Colbert has served as a member of our Board of Directors since October 2014. Mr. Colbert is a Senior Advisor to MillerCoors LLC and has served in a variety of key leadership positions with Miller Brewing Company since 1979,including Executive Vice President of Worldwide Operations from 1997 to 2005 and Senior Vice President of Operations from 1993 to 1997. Mr. Colbert also serves on the board of STAG Industrials, Inc. Mr. Colbert has previously served on the boards ofLorillard, Inc., where he was Lead Independent Director (from 2008 to 2015) Delphi Corp. (from 1999 to 2006), Merrill Lynch & Co. Inc. (from 2006 to 2008), Bank of America Corp. (from 2009 to 2013), Stanley Black & Decker (from 2002 to2013), the Sara Lee Corporation and its successor The Hillshire Brands Company (from 2006 to 2013) and The Manitowoc Company, Inc. (from 2001 to 2012). He is Chairman Emeritus of the



		board for the Thurgood Marshall College Fund and former Chairman of the board of trustees for Fisk University. He is a life member of the National Association for the Advancement of Colored People. As a result of these and otherprofessional experiences, Mr. Colbert has particular knowledge of and extensive experience in public company board practices and in the management and oversight of a regulated public company, including operations, logistics and strategic planning.These factors and his other qualifications and skills, led our Board of Directors to conclude that Mr. Colbert should serve as a director.

*Susan Givens* Director since October 2014		Ms. Givens has served as the Chief Executive Officer of New Senior Investment Group and as a member of our Board of Directors since October 2014. Ms. Givens previously served as the Chief Financial Officer and Treasurer of NewResidential Investment Corp. Ms. Givens has over 15 years of private equity and finance experience. Ms. Givens also serves as a Managing Director in Fortresss Private Equity group, where she has been responsible for various financial services,real estate, infrastructure and leisure investments. In addition, Ms. Givens was also responsible for overseeing equity capital markets transactions in the Private Equity group. Prior to joining Fortress in 2006, she held various private equity andinvestment banking roles at Seaport Capital and Deutsche Bank. These factors and her other qualifications and skills, led our Board of Directors to conclude that Ms. Givens should serve as a director.

*Michael D. Malone* Director since October 2014		Mr. Malone has served as a member of our Board of Directors since October 2014. Mr. Malone was appointed to the board of directors of Walker & Dunlop, Inc., a real estate financial services company, in November 2012 andserves as a member of the audit and compensation committees. Mr. Malone has served as a director of Nationstar Mortgage Holdings Inc. since 2012 and serves as chair of the nominating and corporate governance committee and member of the audit andcompensation committees. From January 2008 until June 2013, Mr. Malone served as a director and a member of the compensation committee and the audit committee of Morgans Hotel Group Co. From 2008 until 2012, he served as a Managing Director ofFortress, where he was in charge of the Charlotte, North Carolina office and responsible for the business of the capital formation group in the southeast and southwest regions of the United States. Mr. Malone retired from Bank of America in November2007, after nearly 24 years of service as Senior Executive Banker and Managing Director. Over those years Mr. Malone worked in and ran a number of investment banking businesses for the bank and its subsidiary, Banc of America Securities LLC,including real estate, gaming, lodging, leisure and the financial sponsors businesses. These factors and his other qualifications and skills, led our Board of Directors to conclude that Mr. Malone should serve as a director.

*Stuart A. McFarland* Director since October 2014		Mr. McFarland has served as a member of our Board of Directors and the Chairman of the Audit Committee since October 2014. Mr. McFarland is a Managing Partner of Federal City Capital Advisors, LLC, where he has worked since 1997.Mr. McFarland was Chairman of Federal City Bancorp, Inc. from 2005- 2007 and



		President and Chief Executive Officer of Pedestal Inc., an internet secondary mortgage market trading exchange, from 1997 2001. Mr. McFarland was Executive Vice President and General Manager of GE Capital Mortgage Servicesand President and CEO of GE Capital Asset Management Corporation from 1990 to 1995. Prior to GE Capital, Mr. McFarland was President and CEO of Skyline Financial Services Corp. from 1988 1990. Before joining Skyline, Mr. McFarland wasPresident and CEO of National Permanent Federal Savings Bank in Washington, D.C. from 1986 1987. From 1981 1986, Mr. McFarland was Executive Vice President Operations and Chief Financial Officer with Fannie Mae (Federal NationalMortgage Association). From 1972 to 1981, he was President and Director of Ticor Mortgage Insurance Company in Los Angeles, California. Mr. McFarland has served as director of Newcastle since October 2002 and as chairman of the audit committee and amember of the nominating and corporate governance committee and compensation committee of its board of directors since November 2002. Mr. McFarland was a director of Newcastle Investment Holdings LLC (the predecessor of Newcastle) from May 1998until October 2002. Mr. McFarland serves as a Director of the Brookfield Investment Funds and the New America High Income Fund, Inc. and as a member of the audit committee of each company. From 2003 2013, Mr. McFarland served as a Directorand the Lead Independent Director of the Brandywine Funds. Mr. McFarland also serves as a Director and Member of the Executive Committee of the Center for Housing Policy and is a member of the Trustees Council of The National Building Museum. Thesefactors and his other qualifications and skills, led our Board of Directors to conclude that Mr. McFarland should serve as a director.

*Robert Savage* Director since February 2016		Mr. Savage was the President and Co-Founder of KTR Capital Partners from 2005 until the sale of the company in 2015. Prior to founding KTR, Mr. Savage was Executive Vice President, Chief Operating Officer and Trustees of KeystoneProperty Trust, (Keystone NYSE: KTR) an industrial real estate investment trust. From 1997 to 2000, Mr. Savage was a Partner at Hudson Bay Partners, L.P. a private equity firm. Previously, he worked in the Investment Banking Division atMerrill Lynch & Co. where he specialized in corporate finance and M&A advisory services for REITs, real estate private equity funds and hospitality companies. Mr. Savage is a member of the Board of Trustees of Mount Sinai Medical Center inNew York. He is also a member of the Policy Advisory Board at the Fisher Center for Real Estate and Urban Economics at the University of California, Berkeley. Mr. Savage was appointed pursuant to a settlement agreement with Levin Capital Strategies,L.P. and its affiliates, which beneficially own over 5% of our common stock, and our Board concluded that he should serve as a director in light of his experience in and knowledge of the real estate industry and the management of a regulated publiccompany.

*Cassia van der Hoof Holstein* Director since October 2014		Ms. van der Hoof Holstein has served as a member of our Board of Directors since October 2014. Ms. van der Hoof Holstein is Chief Partnership Integration Officer for Partners In Health(PIH),



		where she has worked since 2009. PIH is a nonprofit organization that draws on the resources of the worlds leading medical and academic institutions to bring the benefits of modern medical science to those most in need ofthem. She has also been Associate Director of the Global Health Delivery Partnership for the Department of Global Health and Social Medicine at Harvard Medical School since 2011. Ms. van der Hoof Holstein has served on the board of directors ofA&K Global Health LLC, a private global healthcare management company providing medical travel services and supplies, since 2013. With Abbey Gardner, she edited Haiti After the Earthquake, published in 2012. Previously, Ms. van der Hoof Holsteinwas the Director of Rural Health at the Clinton HIV/AIDS Initiative (CHAI), where she worked from 2002 to 2008; Executive Producer at E*TRADE Financial, where she worked from 2000 to 2002; and a co-founder of ClearStation.com in 1999. Ms. van derHoof Holstein studied Literature at Harvard, and was honored to get her start in global health in the Poverty Issues office of the Senate Committee on Labor and Human Resources, then chaired by Senator Edward M. Kennedy, in 1993. As a result of Ms.van der Hoof Holsteins experience in and knowledge of the health care industry, our Board of Directors concluded that Ms. van der Hoof Holstein should serve as a director.

Compensation of Directors

The total annual compensation generally payable to our non-employee directors is $150,000. In addition, we pay an annual fee to the chair ofthe Audit Committee of $10,000. Fees to independent directors may be made by issuance of common stock, based on the value of such common stock at the date of issuance, rather than in cash, provided that any such issuance does not prevent suchdirector from being determined to be independent and such shares are granted pursuant to a stockholder-approved plan or the issuance is otherwise exempt from NYSE listing requirements. Each independent director also received an initial one timegrant of fully vested options relating to 5,000 shares of our common stock under our Plan upon the date of the first meeting of our Board of Directors attended by such director. Affiliated directors are not separately compensated by us. All membersof the Board of Directors are reimbursed for reasonable costs and expenses incurred in attending meetings of our Board of Directors.

Director Compensation Table for 2015


Name	FeesEarnedor Paid in Cash		StockAwards		Option Awards⁽²⁾		Total
Virgis W. Colbert	$	150,000	$		$		$	150,000
Michael D. Malone	$	150,000	$		$		$	150,000
Stuart A. McFarland	$	160,000	$		$		$	160,000
Robert Savage⁽¹⁾		N/A		N/A		N/A		N/A
Cassia van der Hoof Holstein	$	150,000	$		$		$	150,000

(1)

Mr.Savage was appointed as an independent director effective as of February26, 2016. Mr.Savage will receive our standard annual director compensation for 2016 (pro-rated based on the date of hisappointment). He also received a one-time grant of fully vested options relating to 5,000 shares of our common stock on March30, 2016.

(2)	As of December31, 2015, the following directors held the following numbers of fully vested options: Colbert5,000; Malone5,000; McFarland5,000; van der Hoof Holstein5,000; SavageN/A.

Determination of Director Independence

At least a majority of the directors serving on the Board of Directors must be independent. For a director to be considered independent, ourBoard of Directors must determine that the director does not have any direct or indirect material relationship with the Company or Fortress. The Board of Directors has established categorical standards to assist it in determining directorindependence, which conform to the independence requirements under the NYSE listing rules. Under the categorical standards, a director will be independent unless:

(a)

within the preceding three years: (i)the director was employed by the Company or its Manager; (ii)an immediate family member of the director was employed by the Company or its Manager as an executiveofficer; (iii)the director or an immediate family member of the director received more than $120,000 per year in direct compensation from the Company, its Manager or any controlled affiliate of its Manager (other than director or committeefees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent on continued service)); (iv)the director was employed by or affiliated with the independent registered public accountingfirm of the Company or its Manager; (v)an immediate family member of the director was employed by the independent registered public accounting firm of the Company or its Manager as a partner, principal or manager; or (vi)an executiveofficer of the Company or its Manager was on the compensation committee of a company which employed the director, or which employed an immediate family member of the director as an executive officer; or

(b)

he or she is an executive officer of another company that does business with the Company and the annual sales to, or purchases from, the Company is the greater of $1 million, or two percent of such other companysconsolidated gross annual revenues.

Whether directors meet these categorical independence tests will be reviewed and willbe made public annually prior to our annual meeting of stockholders. The Board of Directors may determine, in its discretion, that a director is not independent notwithstanding qualification under the categorical standards. The Board of Directorshas determined that each of Messrs. Colbert, Malone, McFarland and Savage and Ms.Van der Hoof Holstein are independent for purposes of NYSE Rule 303A and that each such director has no material relationship with the Company. In making suchdetermination, the Board of Directors took into consideration, (i)with respect to Mr.Malone, that he is a director of Nationstar Mortgage Holdings Inc. (Nationstar), which is majority owned by private equity funds managed byour Manager, and serves as chair of the nominating and corporate governance committee and member of the audit and compensation committees of Nationstar, and that he was an employee of Fortress from 2008 until 2012, (ii)with respect toMr.McFarland, that he is a director of Newcastle, which is managed by our Manager, where he serves as chair of the audit committee and a member of the nominating and corporate governance committee and compensation committee, (iii)withrespect to Ms.van der Hoof Holstein, that Mr.Edens has made charitable contributions to the organization at which she is employed, and (iv)that certain directors have invested in the securities of private investment funds orcompanies managed by or affiliated with our Manager.

Statement on Corporate Governance

We emphasize the importance of professional business conduct and ethics through our corporate governance initiatives. Our Board of Directorsconsists of a majority of independent directors (in accordance with the rules of the NYSE). Our Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee are each composed entirely of independent directors.

We have adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics, which delineate our standards for our officers anddirectors and employees of our Manager. We make available, free of

charge through a link on our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to such reports, if any, as filed with the SECas soon as reasonably practicable after such filing. Our site also contains our Code of Business Conduct and Ethics, Code of Ethics for Principal Executive Officers and Senior Financial Officers, Corporate Governance Guidelines, and the charters ofthe Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee of our Board of Directors. Our website address is www.newseniorinv.com. You may also obtain these documents by writing the Company at 1345 Avenue of theAmericas, 45^thFloor, New York, New York 10105, Attention: Investor Relations.

Asmentioned above, the Board of Directors has adopted a Code of Business Conduct and Ethics, which is available on our website, that applies to all employees of our Manager who provide services to us, and each of our directors and officers, includingour principal executive officer and principal financial officer. The purpose of the Code of Business Conduct and Ethics is to promote, among other things, honest and ethical conduct, full, fair, accurate, timely and understandable disclosure inpublic communications and reports and documents that the Company files with, or submits to, the SEC, compliance with applicable governmental laws, rules and regulations, accountability for adherence to the code and the reporting of violationsthereof.

The Company has also adopted a Code of Ethics for Principal Executive Officers and Senior Financial Officers, which is availableon our website and which sets forth specific policies to guide the Companys senior officers in the performance of their duties. This code supplements the Code of Business Conduct and Ethics described above. The Company intends to disclose anychanges in or waivers from its Code of Ethics for Principal Executive Officers and Senior Financial Officers by posting such information on our website.

The Company does not have a policy to separate the roles of Chief Executive Officer and Chairman of the Board of Directors, as the Board ofDirectors believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the Board. Mr.Edens has served as the Chairman of the Board of Directors sinceOctober 2014. Mr.Edens service has allowed us to profit from his extensive knowledge of the Company and its industry. Our current Chief Executive Officer, Ms.Givens, also serves as a director, a structure that permits her to focuson the management of the Companys day-to-day operations while still fostering communication between the Companys management and the Board of Directors. The Company does not have a lead independent director.

Board and Committee Meetings

During the year ended December31, 2015, our Board of Directors held 13 meetings. No director (other than Mr.Edens) attended fewerthan 75 percent of all meetings of our Board of Directors and the committees on which such director served. The Board of Directors has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and CorporateGovernance Committee. During 2015, the Audit Committee met five times, the Compensation Committee met once and the Nominating and Corporate Governance Committee met once. Although director attendance at the Companys annual meeting each year isencouraged, the Company does not have an attendance policy. None of our directors attended the 2015 annual meeting.

AuditCommittee.Our Board of Directors has a standing Audit Committee composed entirely of independent directors. The current members of the Audit Committee are Messrs. Colbert, Malone and McFarland (Chairman), each of whom has been determined by ourBoard of Directors to be independent in accordance with the rules of the NYSE and the SECs audit committee independence standards. The purpose of the Audit Committee is to provide assistance to the Board in fulfilling its legal and fiduciaryobligations with respect to matters involving the accounting, auditing, financial reporting, internal control and legal compliance functions of the Company and its subsidiaries, including, without limitation, assisting the boards oversight of(a)the integrity of the Companys financial statements; (b)the Companys compliance with legal and regulatory requirements; (c)the Companys independent registered public accounting firms qualifications andindependence; and (d)the performance of the

Companys independent registered public accounting firm and the Companys internal audit function. The Audit Committee is also responsible for appointing the Companysindependent registered public accounting firm and approving the terms of the registered public accounting firms services. The Audit Committee operates pursuant to a charter, which is available on our website, www.newseniorinv.com. You may alsoobtain the charter by writing the Company at 1345 Avenue of the Americas, 45th Floor, New York, New York 10105, Attention: Investor Relations.

The Board of Directors has determined that Mr.McFarland qualifies as an Audit Committee Financial Expert as defined by therules of the SEC. The Board of Directors has also determined that Mr.McFarlands simultaneous service on the audit committees of Brookfield Funds, Inc., New America High Income Fund, Inc. and Newcastle Investment Corp. will not impair hisability to effectively serve on our Audit Committee. As noted above, our Board of Directors has determined that Mr.McFarland is independent under NYSE and SEC standards.

The Companys risk management is overseen by the Chief Executive Officer, who receives reports directly from other officers andindividuals who perform services for the Company. Material risks are identified and prioritized by management, and material risks are periodically discussed with the Board of Directors. The Board of Directors regularly reviews information regardingthe Companys credit, liquidity and operations, including risks and contingencies associated with each area. In addition to the formal compliance program, the Board of Directors encourages management to promote a corporate culture thatincorporates risk management into the Companys corporate strategy and day-to-day business operations.

CompensationCommittee. The members of the Compensation Committee are Messrs. Colbert (Chairman), McFarland and Savage and Ms.van der Hoof Holstein, each of whom has been determined by our Board ofDirectors to be independent in accordance withthe rules of the New York Stock Exchange. The Compensation Committee is responsible for overseeing the annual review of the Management Agreement with the Companys Manager, administering and approving the grant of awards under any incentivecompensation plan, including any equity-based plan, of the Company and making recommendations to the Board of Directors regarding director compensation. The charter of the Compensation Committee is available on our website, at www.newseniorinv.com.You may also obtain the charter by writing the Company at 1345 Avenue of the Americas, 45th Floor, New York, New York 10105, Attention: Investor Relations. Pursuant to the terms of our Management Agreement, the Company does not pay any compensationto its executive officers. During the fiscal year ended December31, 2015, there was one option grant to our Manager of 2,011,409 options with an exercise price of $13.75, in accordance with the terms of our Management Agreement. Each member ofthe Compensation Committee is a non-employee director as defined under Rule 16b-3 under the Exchange Act and is also an outside director as defined under Section162(m) of the Internal Revenue Code of 1986, as amended,as well as being an independent director under the NYSE listing standards and other applicable laws, rules and regulations.

Nominatingand Corporate Governance Committee.Our Board of Directors has a standing Nominating and Corporate Governance Committee composed entirely of independent directors. The current members of the Nominating and Corporate Governance Committee areMessrs. Colbert, Malone (Chairman) and Savage and Ms.van der Hoof Holstein, each of whom has been determined by our Board of Directors to be an independent director in accordance with the rules of the New York Stock Exchange. The functions ofthe Nominating and Corporate Governance Committee include, without limitation, the following: (a)recommending to the board individuals qualified to serve as directors of the Company and on committees of the board; (b)advising the boardwith respect to board composition, procedures and committees; (c)advising the board with respect to the corporate governance principles applicable to the Company; and (d)overseeing the evaluation of the board. The charter of theNominating and Corporate Governance Committee is available on our website, at www.newseniorinv.com. You may also obtain the charter by writing the Company at 1345 Avenue of the Americas, 45th Floor, New York, New York 10105, Attention: InvestorRelations.

The Nominating and Corporate Governance Committee, as required by the Companys Bylaws, will consider directorcandidates recommended by stockholders. In considering candidates submitted by stockholders,

the Nominating and Corporate Governance Committee will take into consideration the needs of the Board of Directors and the qualifications of the candidate and may take into consideration thenumber of shares held by the recommending stockholder and the length of time that such shares have been held.

The Companys Bylawsprovide certain procedures that a stockholder must follow to nominate persons for election to the Board of Directors. Nominations for director at an annual stockholder meeting must be submitted in writing to the Companys Secretary at NewSenior Investment Group Inc., 1345 Avenue of the Americas, 45th Floor, New York, New York 10105. The Secretary must receive the notice of a stockholders intention to introduce a nomination at an annual stockholders meeting (together withcertain required information set forth in the Companys Bylaws) not less than 90 days nor more than 120 days prior to the one-year anniversary of the date of the preceding years annual meeting of stockholders.

The Nominating and Corporate Governance Committee believes that the qualifications for serving as a director of the Company are, taking intoaccount such persons familiarity with the Company, possession of such knowledge, experience, skills, expertise, integrity and diversity as would enhance the boards ability to manage and direct the affairs and business of the Company,including, when applicable, the ability of committees of the board to fulfill their duties and/or to satisfy any independence requirements imposed by law, regulation or NYSE rule.

In addition to considering a director-candidates background and accomplishments, the process for identifying and evaluating all nomineesincludes a review of the current composition of the Board of Directors and the evolving needs of our business. The Nominating and Corporate Governance Committee will identify potential nominees by asking current directors and executive officers tonotify the Committee if they become aware of suitable candidates. The Nominating and Corporate Governance Committee also may, from time to time, engage firms that specialize in identifying director candidates. As described above, the Committee willalso consider candidates recommended by stockholders. Our evaluation of nominees does not necessarily vary depending on whether or not the nominee was nominated by a stockholder. In considering candidates submitted by stockholders, the Nominatingand Corporate Governance Committee may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held. We do not have a formal policy with regard to the consideration ofdiversity in identifying director-nominees, but the Nominating and Corporate Governance Committee strives to nominate individuals with a variety of complementary skills. The Nominating and Corporate Governance Committee assesses its achievement ofdiversity through the review of the Boards composition as part of the Boards annual self-assessment process.

Stockholder Communications with Directors

The Company provides the opportunity for stockholders and interested parties to communicate with our directors. You can contact our Board ofDirectors to provide comments, to report concerns, or to ask a question, at the following address.

New Senior Investment Group Inc.

c/o Fortress Investment Group

1345 Avenue of the Americas, 45^thFloor

New York, New York 10105

Attention: New Senior Secretary

Stockholderscan contact the non-management directors (including the director who presides over the executive sessions of non-management directors, or the non-management directors as a group, or the Audit Committee as a group) at the address above or at thefollowing email address: ir@newseniorinv.com.

All communications received as set forth in the preceding paragraph will be opened by theLegal and Compliance Departments of our Manager, for the sole purpose of determining whether the contents represent a

message to the directors. Any contents that are not in the nature of advertising, promotions of a product or service or patently offensive material will be forwarded promptly to the addressee. Inthe case of communications to the Board of Directors or any group or committee of directors, sufficient copies of the contents will be made for each director who is a member of the group or committee to which the envelope or e-mail is addressed.Concerns relating to accounting, internal controls or auditing matters are brought to the attention of the Chairman of the Audit Committee and handled in accordance with procedures established by the Audit Committee with respect to such matters.

REPORT OF THE AUDIT COMMITTEE

In accordance with and to the extent permitted by the rules of the SEC, the information contained in the following Report of the AuditCommittee shall not be incorporated by reference into any of the Companys future filings made under the Securities Exchange Act of 1934, as amended (the Exchange Act), and shall not be deemed to be soliciting materialor to be filed under the Exchange Act or the Securities Act of 1933, as amended.

We operate under a written charterapproved by the Board of Directors, consistent with the corporate governance rules issued by the SEC and the NYSE. Our charter is available on the Companys website at www.newseniorinv.com. The members of the Audit Committee hold executivesessions during the course of the year.

The Audit Committee oversees the Companys financial reporting process on behalf of theBoard of Directors. It is not the duty of the Audit Committee to prepare the Companys financial statements, to plan or conduct audits or to determine that the Companys financial statements are complete and accurate in accordance withgenerally accepted accounting principles. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. The independent registered public accounting firm is responsiblefor auditing the financial statements and expressing an opinion as to whether those audited financial statements fairly present the financial position, results of operations and cash flows of the Company in conformity with generally acceptedaccounting principles.

The Audit Committee has reviewed and discussed with management and the independent registered public accountingfirm the Companys internal control over financial reporting, including a review of managements and the independent registered public accounting firms assessments of and reports on the effectiveness of internal control overfinancial reporting and any significant deficiencies or material weaknesses.

The Audit Committee has reviewed and discussed withmanagement the audited financial statements in the annual report to stockholders.

The Audit Committee has discussed with the independentregistered public accounting firm the matters required to be discussed by Auditing Standard No.16, as adopted by the Public Company Accounting Oversight Board (the PCAOB), other standards of the PCAOB, rules of the SEC and otherapplicable regulations, including the auditors judgment as to the quality, not just the acceptability, of the accounting principles, the consistency of their application and the clarity and completeness of the audited financial statements.

The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm under theapplicable PCAOB requirements and has discussed with the independent registered public accounting firm their independence.

Based on thereviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors agreed) that the audited financial statements be included in the annual report on Form 10-K for the year endedDecember31, 2015, for filing with the SEC. The Audit Committee and the Board of Directors also have recommended, subject to stockholder approval, the selection of Ernst& Young LLP as the Companys independent registered publicaccounting firm for fiscal year 2016.

The Audit Committee

Stuart A. McFarland, Chairman

Virgis W. Colbert

Michael D. Malone

Executive Sessions of Non-Management Directors

Executive sessions of the non-management directors occur during the course of the year. Non-management directors include alldirectors who are not officers of the Company or employees of the Companys Manager. The non-management director presiding at those sessions will rotate from meeting to meeting among the chair of each of the Nominating and Corporate GovernanceCommittee, the Audit Committee and the Compensation Committee, to the extent the director is present at the executive session.

EXECUTIVE OFFICERS

The following table shows the names and ages of our executive officers and the positions held by eachindividual. A description of the business experience of each for at least the past five years follows the table.

Susan GivensFor information regarding Ms.Givens, see Information Concerning Our Directors,Including the Director Nominees above.

Justine A. Chenghas been our Chief Financial Officer, Treasurer and ChiefOperating Officer since December 2014. Ms.Cheng is also the Chief Financial Officer and Treasurer of Newcastle Investment Corp. Ms.Cheng has over 18 years of private equity and finance experience. Ms.Cheng is a Managing Director inFortresss Private Equity group, where she has been responsible for various financial services, real estate, infrastructure and leisure investments. Prior to joining Fortress in 2004, Ms.Cheng held various private equity and investmentbanking roles at UBS, Credit Suisse and Donaldson Lufkin& Jenrette. Ms.Cheng received a BA in Economics and a Masters in International and Public Affairs from Columbia University.

Bhairav Patelhas been our Chief Accounting Officer since March 2016. Mr.Patel is a Managing Director in Fortresss PrivateEquity group. Mr.Patel joined Fortress in 2007 and has served in various capacities within the corporate accounting and finance divisions and was until recently the head of Fortresss financial planning& analysis group. Prior tojoining Fortress in 2007, Mr.Patel served as an accounting manager at GSC Group, a credit-based alternative investment manager. Mr.Patel received a Bachelors degree and Masters degree in Commerce from the University ofMumbai, and is a Certified Public Accountant.

EXECUTIVE AND MANAGER COMPENSATION

Compensation Discussion and Analysis

Each of our officers is an employee of our Manager or an affiliate of our Manager. Our officers are compensated by our Manager and do notreceive any compensation directly from us. Our Manager is not able to segregate and identify any portion of the compensation that it awards to our officers as relating solely to service performed for us, because the services performed by ourofficers are not performed exclusively for us. Please refer to the section entitled Certain Relationships and Related TransactionsTransactions with Related PersonsManagement Agreement with Fortress for a description of theterms of the Management Agreement.

Because our Management Agreement provides that our Manager will assume principal responsibility formanaging our affairs, our officers, in their capacities as such, do not receive any compensation directly from us. However, in their capacities as officers or employees of our Manager or its affiliates, they devote such portion of their time to ouraffairs as is required for the performance of the duties of our Manager under the Management Agreement. We may, from time to time grant options relating to shares of our Common Stock or other equity interests in New Senior to our Manager or anaffiliate of our Manager, who may in turn assign a portion of its options to its employees, including our officers. Options assigned to our officers will be settled in an amount of cash equal to the excess of the fair market value of a share of ourCommon Stock on the date of exercise over the fair market value on the date of grant, unless advance approval is given to settle the options in shares.

Grants of Plan-Based Awards in 2015

None of our officers were granted any options as compensation for 2015. As of December31, 2015, the only outstanding options held by ourofficers were options granted to Ms.Givens as a result of the equitable adjustment of Newcastle options in connection with the spin-off of New Senior from Newcastle, as described below in the section entitled Equitable Adjustment ofOptions. We did not incur any expense under FASB ASC Topic 718 in respect of the grant of these options. These options (Tandem Options) correspond on a one-to-one basis with options granted to our Manager, such that exercise ofsuch options by Ms.Givens would result in the cancellation of the corresponding options held by our Manager.

Outstanding OptionAwards as of December31, 2015⁽¹⁾


Name	Number of Securities Underlying Exercisable Options(#)⁽²⁾	Number of Securities UnderlyingNot-Yet Exercisable Options (#)⁽²⁾		Option ExercisePrice ($)		Option Expiration Date⁽³⁾
Susan Givens			21,451		14.42		1/11/2023
			8,580		16.85		2/15/2023
			15,015		17.89		6/17/2023
			21,619		19.23		11/22/2023

(1)	The only one of our officers who held options as of December31, 2015 was Ms.Givens.

(2)

Upon the grant of options to the Manager (or an affiliate), such options are fully vested and become exercisable over a 30-month period (the Total Exercisability Period) in equal monthly installmentsbeginning on the first of each month following the month in which the options were granted. When Tandem Options are granted, the manager options become exercisable in equal monthly installments over a portion of the Total Exercisability Period equalto the product of (i)the ratio of Manager options not subject to corresponding tandem awards to the total number of Manager options (including options corresponding to tandem awards) multiplied by (ii)30 (such period, the ManagerExercisability Period). Following the Manager Exercisability Period, the Tandem Options vest in generally equal monthly installments over the remainder of the Total Exercisability Period and become exercisable only at the end of the TotalExercisability Period.

(3)	Represents the expiration date of the option held by Fortress Operating Entity I LP (FOE I) that is the basis for the Tandem Option held by the officer. In general, the expiration date of the Tandem Optionoccurs prior to the expiration date of the underlying option.

Nonqualified Stock Option and Incentive AwardPlan

The New Senior Nonqualified Stock Option and Incentive Award Plan (the Plan), was adopted by the Board of Directorson October16, 2014. The Plan is intended to facilitate the continued use of long-term equity-based awards and incentives for the benefit of the service providers to the Company and our Manager. A summary of the Plan is set forth below.

The Plan is administered by our Board of Directors, which has appointed our compensation committee (the Compensation Committee) toadminister the Plan. As the administrator of the Plan, the Compensation Committee has the authority to grant awards under the Plan and to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it deemsadvisable for the administration of the Plan. The Committee also has the authority to interpret the terms and provisions of the Plan, any award issued under the Plan and any award agreements relating thereto, and to otherwise supervise theadministration of the Plan. In particular, the Compensation Committee has the authority to determine the terms and conditions of awards under the Plan, including, without limitation, the exercise price, the number of shares of our common stocksubject to awards, the term of the awards and the vesting schedule applicable to awards, and to waive or amend the terms and conditions of outstanding awards. All decisions made by the Compensation Committee pursuant to the provisions of the Planare final, conclusive and binding on all persons.

The terms of the Plan provide for the grant of options (that are not intended toqualify as incentive stock options under Section422 of the Internal Revenue Code), stock appreciation rights (SARs), restricted stock, performance awards and tandem awards to our Manager or to employees, officers,directors, consultants, service providers or advisors to either our Manager or the Company who have been selected by the Compensation Committee to be participants in the Plan.

We reserved 30,000,000 shares of our common stock for issuance under the Plan. On the date of any equity issuance by us during the ten-yearterm of the Plan, that number will be increased by a number of shares of our common stock equal to 10% of the number of shares of our common stock newly issued by us in such equity issuance. The shares of our common stock which may be issuedpursuant to an award under the Plan may be treasury stock, authorized but unissued stock or stock acquired on the open market to satisfy the requirements of the Plan. Awards may consist of any combination of such stock, or, at our election cash. Theaggregate number of shares of our common stock that may be granted during any calendar year to any participant who is a covered employee for purposes of Section162(m) of the Code during such calendar year may not be greater than30,000,000. If any shares of our common stock subject to an award are forfeited, cancelled, exchanged or surrendered or if an award otherwise terminates or expires without a distribution of shares to the participant, such shares will again beavailable for grants under the Plan. The grant of a tandem award will not reduce the number of shares of our common stock reserved and available for issuance under the Plan.

Upon the occurrence of any event which affects the shares of our common stock in such a way that an adjustment of outstanding awards isappropriate to prevent the dilution or enlargement of rights under the awards, the Compensation Committee will make appropriate equitable adjustments. The Compensation Committee may also provide for other substitutions or adjustments in its solediscretion, including, without limitation, the cancellation of any outstanding award and payment in cash or other property in exchange thereof, equal to the excess, if any, of the fair market value of the shares or other property subject to theaward over the exercise price, if any.

Pursuant to the terms of our Management Agreement, we grant our Manager options in connection withour equity offerings as compensation for our Managers role in raising capital for us, which we expect will be issued

pursuant to the Plan. In the event that we offer shares of our common stock to the public, we will simultaneously grant to our Manager (or an affiliate of our Manager) a number of options equalto up to 10% of the aggregate number of shares being issued in such offering at an exercise price per share equal to the offering price per share paid by the public or the ultimate purchaser in the offering. The main purpose of these options is toprovide transaction-specific compensation to the Manager, in a form that aligns our Managers interests with those of our stockholders, for the valuable services it provides in raising capital for us to invest through equity offerings. Inaddition, the plan enables the Manager to incentivize its employees who render services to us by making tandem equity awards to them and thus also aligning their interests with those of our stockholders. In each case, the Plan provides that suchoptions will be fully vested as of the date of grant and exercisable as to 1/30 of the shares subject to the option on the first day of each of the 30 calendar months following the date of the grant. Options granted to our Manager are contractuallyrequired to be settled in an amount of cash equal to the excess of the fair market value of a share on the date of exercise over the exercise price per share, unless a majority of the independent members of the Board determines to settle the optionin shares. If the option is settled in shares, the independent members of the Board will determine whether the exercise price will be payable in cash, by withholding from shares of our common stock otherwise issuable upon exercise of such option orthrough another method permitted under the Plan. In connection with the public offering of 20,114,090 shares of our Common Stock on June29, 2015, we granted options to our Manager relating to the same number of shares of our Common Stock.

In addition, the Compensation Committee has the authority to grant such other awards to our Manager as it deems advisable, provided that nosuch award may be granted to our Manager in connection with any issuance by us of equity securities in excess of 10% of the maximum number of equity securities then being issued. Our Board of Directors may also determine to issue options to theManager that are not subject to the Plan, provided that the number of shares underlying any options granted to the Manager in connection with capital raising efforts would not exceed 10% of the shares sold in such offering and would be subject toNYSE rules.

Each of the Compensation Committee and our Manager also has the authority under the terms of the Plan to direct TandemOptions to employees of our Manager who act as officers or perform other services for us that correspond on a one-to-one basis with the options granted to our Manager, such that exercise by such employee of the Tandem Options would result in thecorresponding options held by our Manager being cancelled. As a condition to the grant of Tandem Options, our Manager is required to agree that so long as such Tandem Options remain outstanding, our Manager will not exercise any options under anydesignated Manager options that relate to the options outstanding under such Tandem Options. If any Tandem Options are forfeited, expire or are cancelled without being exercised, the related options under the designated Manager options will againbecome exercisable in accordance with their terms. The terms and conditions of any Tandem Options (e.g., the per-share exercise price, the schedule of vesting, exercisability and delivery, etc.) will be determined by the Compensation Committee orthe Manager, as the case may be, in its sole discretion and must be included in an award agreement, provided, that the term of such Tandem Options may not be greater than the term of the designated Manager options to which they relate. TandemOptions are contractually required to be settled in an amount of cash equal to the excess of the fair market value of a share on the date of exercise over the exercise price per share, unless one of our authorized officers determines to settle theaward in shares. All outstanding Tandem Options will be settled in an amount of cash equal to the excess of the fair market value of a share of our Common Stock on the date of exercise over the fair market value on the date of grant, unless one ofour authorized officers other than the optionholder or, in the case of options held by Ms.Givens, an independent director approves settlement in shares.

All options granted to our Manager will become fully vested and exercisable upon a change of control (as defined in the Plan) or atermination of the Managers services to us for any reason, and any Tandem Options will be governed by the terms and condition set forth in the applicable award agreements, as determined by the Compensation Committee or the Manager, as the casemay be.

As a general matter, the Plan provides that the Compensation Committee has the power to determine at what time or times eachoption may be exercised and, subject to the provisions of the Plan, the period of time, if any,

after death, disability or other termination of employment during which options may be exercised. Options may become vested and exercisable in installments, and the exercisability of options maybe accelerated by the Compensation Committee. To the extent permitted by applicable law, we may make loans available to the optionee in connection with the exercise of stock options. Such loans must be evidenced by the delivery of a promissory noteand will bear interest and be subject to such other terms and conditions (including, without limitation, the execution by the optionee of a pledge agreement) as the Compensation Committee may determine. In any event, such loan amount may not exceedthe sum of (x)the exercise price less the par value of the shares of our common stock subject to such option then being exercised plus (y)any federal, state or local income taxes attributable to such exercise.

The Compensation Committee may also grant SARs in tandem with all or part of, or completely independent of, a grant of options or any otheraward under the Plan. A SAR issued in tandem with an option may be granted at the time of grant of the related option or at any time during the term of such option. The amount payable in cash and/or shares of our common stock with respect to eachSAR will be equal in value to a percentage (including up to 100%) of the amount by which the fair market value per share of our common stock on the exercise date exceeds the fair market value per share of our common stock on the date of grant of theSAR. The applicable percentage will be established by the Compensation Committee. The award agreement under which the SAR is granted may state whether the amount payable is to be paid wholly in cash, wholly in shares of our common stock or in anycombination of the foregoing, and if the award agreement does not state the manner of payment, the Compensation Committee will determine such manner of payment at the time of payment. The amount payable in shares of our common stock, if any, isdetermined with reference to the fair market value per share of our common stock on the date of exercise.

SARs issued in tandem withoptions shall be exercisable only to the extent that the options to which they relate are exercisable. Upon exercise of the tandem SAR, and to the extent of such exercise, the participants underlying option shall automatically terminate.Similarly, upon the exercise of the tandem option, and to the extent of such exercise, the participants related SAR will automatically terminate.

The Compensation Committee may also grant restricted stock, performance awards, and other stock and non-stock-based awards under the Plan.These awards will be subject to such conditions and restrictions as the Compensation Committee may determine, which may include, without limitation, the achievement of certain performance goals or continued employment with us through a specificperiod.

The Plan provides that each new non-officer or non-employee member of our Board of Directors will be granted an initial one-timegrant of an option relating to shares of our common stock upon the date of the first meeting of our Board of Directors attended by such director. Such initial option grant, which will be fully vested on the date of grant, will have an exercise priceequal to the fair market value of the underlying shares of our common stock on the date of grant.

Equitable Adjustment of Options

In connection with our separation from Newcastle, each Newcastle option held by our Manager or by the directors, officers, employees, serviceproviders, consultants and advisors of our Manager at the date of the distribution of our common stock to Newcastles stockholders was converted into an adjusted Newcastle option as well as a new New Senior option. On November6, 2014, weissued a total of 5,541,867 options. The exercise price of each adjusted Newcastle option and New Senior option was set to collectively maintain the intrinsic value of the Newcastle option immediately prior to the distribution and to maintain theratio of the exercise price of the adjusted Newcastle option and the New Senior option, respectively, to the fair market value of the underlying shares at the time the distribution was made. The terms and conditions applicable to each such NewSenior option were substantially similar to the terms and conditions otherwise applicable to the Newcastle option as of the date of distribution. The grant of such New Senior options did not reduce the number of shares of our common stock otherwiseavailable for issuance under the Plan. These options are contractually required to be

settled in an amount of cash equal to the excess of the fair market value of a share on the date of exercise over the exercise price per share, unless advance approval is made to settle theoption in shares.

Potential Payments upon Termination or Change of Control

All options granted to our Manager will become fully vested and exercisable upon a change of control (as defined in the Plan). AllTandem Options will become fully vested and exercisable if the holders employment with our Manager (or an affiliate of our Manager) is terminated without cause within 12 months following a change of control. However, no optionholder will beentitled to receive any payment or other items of value upon a change in control. The estimated fair value of the option awards held by FOE I as of December31, 2015 that would have been accelerated had a change in control occurred onDecember31, 2015 is approximately $0.3 million.

Risk Management

Our officers receive compensation from our Manager based on their services both to us and to other entities, making their compensation unlikelyto directly promote unreasonable risk-taking in the management of our business. Additionally, we grant options to our Manager in connection with our equity offerings to align our Managers interests with the interests of our stockholders whileavoiding an emphasis purely on equity compensation. Based on the assessment of these factors, we concluded that we have a balanced compensation program that does not promote excessive risk taking.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the 2015 Compensation Discussion and Analysis required by Item402(b) of RegulationS-K with the Companys management.

Based on this review and their discussions, the Compensation Committee has recommended to theBoard of Directors that the 2015 Compensation Discussion and Analysis be included in the Proxy Statement for the 2016 Annual Meeting of Stockholders to be filed with the SEC.

The Compensation Committee

Virgis W.Colbert, Chairman

Stuart A. McFarland

Cassia van der Hoof Holstein

Robert Savage

Compensation Committee Interlocks and Insider Participation

None.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

Listed in the following table is certain information with respect to the beneficial ownership of shares of our Common Stock as ofApril14, 2016 by each person known by us to be the beneficial owner of more than five percent of our Common Stock, and by each of our directors, director nominees and executive officers, both individually and as a group.

For purposes of this Proxy Statement, a beneficial owner means any person who, directly or indirectly, through any contract,arrangement, understanding, relationship or otherwise has or shares:

(i)

voting power, which includes the power to vote, or to direct the voting of, shares of our Common Stock; and/or

(ii)

investment power, which includes the power to dispose of, or to direct the disposition of, shares of our Common Stock.

A person is also deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of such securityat any time within 60 days.


	Amount and
	Nature of
	Beneficial		Percentof
Name and Address of Beneficial Owner⁽¹⁾	Ownership		Class⁽²⁾
The Vanguard Group⁽³⁾		12,315,092		14.2	%
Leon G. Cooperman⁽⁴⁾		7,050,736		8.2	%
Blackrock, Inc.⁽⁵⁾		6,376,554		7.4	%
Vanguard Specialized Funds Vanguard REIT Index Fund⁽⁶⁾		6,243,023		7.2	%
Fortress Investment Group LLC and certainaffiliates⁽⁷⁾		5,672,083		6.0	%
John A. Levin⁽⁸⁾		4,717,858		5.8	%
Wesley R. Edens⁽⁹⁾		6,507,506		7.9	%
Virgis W. Colbert⁽¹⁰⁾		6,370		*
Michael D. Malone⁽¹⁰⁾		7,234		*
Stuart A. McFarland⁽¹⁰⁾		11,519		*
Robert Savage		5,000		*
Cassia van der Hoof Holstein⁽¹⁰⁾		5,000		*
Susan Givens⁽¹⁰⁾		82,511		*
Justine A. Cheng⁽¹⁰⁾		14,545		*
Bhairav Patel⁽¹⁰⁾				*
All directors, nominees and executive officers as a group (8 persons)		6,639,685		8.1	%

*	Denotes less than 1%.

(1)	The address of all officers and directors listed above, and of Fortress Investment Group LLC and certain affiliates, are in the care of Fortress Investment Group LLC, 1345 Avenue of the Americas, 45^thFloor, New York, New York 10105.

(2)	Percentages shown assume the exercise by such persons of all options to acquire shares of our Common Stock that are exercisable within 60 days of April14, 2016, and no exercise by any other person.

(3)

Sole voting power in respect of 238,156 shares; shared voting power in respect of 71,500 shares; sole dispositive power in respect of 12,133,819 shares; and shared dispositive power in respect of 181,273 shares, asstated in a Schedule 13G filed with the SEC on February10, 2016. The Vanguard Groups address is 100 Vanguard Blvd., Malvern, PA 19355.

(4)	Sole voting power in respect of 5,220,102 shares; shared voting power in respect of 1,830,634 shares; soledispositive power in respect of 5,220,102 shares; and shared dispositive power in respect of 1,830,634

shares, as stated in a Schedule 13G filed with the SEC on February11, 2016. Leon G. Coopermans address is 11431 W. Palmetto Park Road, Boca Raton, FL 33428.

(5)	Sole voting power in respect of 6,148,788 shares; and sole dispositive power in respect of 6,376,554 shares, as stated in a Schedule 13G filed with the SEC on January28, 2016. BlackRock, Inc.s address is 55East 52nd Street, New York, NY 10055.

(6)	Sole voting power in respect of 6,243,023 shares, as stated in a Schedule 13G filed with the SEC on February9, 2015. Vanguard Specialized Funds Vanguard REIT Index Funds address is 100 Vanguard Blvd.,Malvern, PA 19355.

(7)	Shared voting power in respect of 5,672,083 shares; and shared dispositive power in respect of 5,672,083 shares, as stated in a Schedule 13G filed with the SEC on February16, 2016.

(8)

Sole voting power in respect of 235,324 shares; shared voting power in respect of 4,094,638 shares; sole dispositive power in respect of 235,324 shares; and shared dispositive power in respect of 4,482,534 shares, asstated in a Schedule 13D filed with the SEC on February25, 2016. John A. Levins address is 595 Madison Avenue, 17^thFloor, New York, NY 10022.

(9)

Includes 760,008 shares held by Mr.Edens, 172,848 shares held by FOE I and 5,574,650 shares issuable upon the exercise of options held by FOE I. Mr.Edens disclaims beneficial ownership of the shares held byFOE I and of the shares issuable upon the exercise of options held by FOE I except, in each case, to the extent of his pecuniary interest therein. Does not include 16,666 shares held by a charitable trust of which Mr.Edenss spouse issole trustee and in respect of which Mr.Edens disclaims beneficial ownership and does not include 16,666 shares held by a charitable trust of which Mr.Edens is trustee in respect of which Mr.Edens disclaims beneficial ownership.Mr.Edens, as a beneficial owner of FOE I, may be considered to have, together with the other beneficial owners of FOE I, shared voting and investment power with respect to the shares held by FOE I and the shares issuable upon the exercise ofoptions held by FOE I.

(10)

Includes with respect to each of these individuals the following number of shares issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of April14, 2016:Givens66,665; Cheng0; Patel0; Colbert5,000; Malone5,000; McFarland5,000; van der Hoof Holstein5,000; and Savage5,000.

Section16(a) of Beneficial Ownership Reporting Compliance

Section16(a) of the Exchange Act requires directors, executive officers and persons beneficially owning more than ten percent of aregistered class of a companys equity securities to file reports of ownership and changes in ownership on Forms 3, 4, and 5 with the SEC and the NYSE.

To our knowledge, based solely on review of the copies of such reports furnished to us during the year ended December31, 2015, allreports required to be filed by our directors, executive officers and greater-than-ten-percent owners were timely filed in compliance with the Section16(a) filing requirements.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Related Persons

SEC rules define transactions with related persons (or related party transactions) to include any transaction in whichthe Company is a participant, the amount involved exceeds $120,000, and in which any related person, including any officer, director, nominee for director or beneficial holder of more than 5% of any class of our voting securities or animmediate family member of any of the foregoing, has a direct or indirect material interest. Below is a description of related party transactions since the beginning of our last fiscal year.

Management Agreement with Fortress

Inconnection with the spin-off from Newcastle, we entered into a Management Agreement with the Manager, pursuant to which the Manager provides a management team and other professionals who are responsible for implementing our business strategy,subject to the supervision of our Board of Directors. Our Manager is responsible for, among other things, (i)setting investment criteria in accordance with broad investment guidelines adopted by our Board of Directors, (ii)sourcing,analyzing and executing acquisitions, (iii)providing financial and accounting management services and (iv)performing other duties as specified in the Management Agreement.

We pay a management fee equal to 1.5%per annum of our gross equity (as defined in the Management Agreement), which is calculated andpayable monthly in arrears in cash. Gross equity is generally the equity invested by Newcastle (including cash contributed to the Company) as of the completion of the spin-off from Newcastle, plus the aggregate offering price from stock offerings,plus certain capital contributions to subsidiaries, less capital distributions (calculated without regard to depreciation and amortization) and repurchases of common stock. For the year ended December31, 2015, we paid $14.3 million inmanagement fees under the Management Agreement.

We pay or reimburse our Manager for performing certain legal, accounting, due diligenceand asset management tasks and other services that outside professionals or outside consultants otherwise would perform, provided that such costs and reimbursem*nts are no greater than those which would be paid to outside professionals orconsultants on an arms-length basis. The amount of such reimbursem*nts for the year ended December31, 2015 was $9.7 million.

Our Manager is entitled to receive annual incentive compensation, paid quarterly, in an amount equal to the product of (A)25% of thedollar amount by which (1)(a)funds from operations before the incentive compensation per share of common stock, plus (b)gains (or losses) from sales of property per share of common stock, plus (c)internal and third partyacquisition-related expenses, plus (d)unconsummated transaction expenses, and plus (e)other non-routine items, exceed (2)an amount equal to (a)the weighted average value per share of the equity invested by Newcastle in theassets of the Company (including cash contributed to the Company) as of the distribution date and the price per share of our common stock in any offerings by us (adjusted for prior capital dividends or capital distributions, which is calculatedwithout regard to depreciation and amortization) multiplied by (b)a simple interest rate of 10%per annum, multiplied by (B)the weighted average number of shares of common stock. The Manager earned no incentive compensation duringthe year ended December31, 2015.

Our Manager is also entitled to receive, upon the successful completion of an equity offering,options with respect to 10% of the number of shares sold in the offering with an exercise price equal to the price of our Common Stock sold in such offering. During the fiscal year ended December31, 2015, there was one option grant of2,011,409 options made to our Manager, which was made in connection with our public offering in June 2015. Such options related to an equal number of shares of our Common Stock at a price of $13.75, which had a grant date fair value of $2.98million.

Our Management Agreement has an initial ten-year term and will be automatically renewed for one-year terms thereafter unlessterminated either by us or our Manager. Our Manager is entitled to receive a termination fee from us under certain circ*mstances.

Property ManagementAgreements

Of our total portfolio of 154 properties, 96 properties are operated pursuant to property management agreements between usand a property manager. Under the property management agreements, the property manager is responsible for the day-to-day operations of our properties and is entitled to a management fee and travel reimbursem*nt costs in accordance with the terms ofthe property management agreements.

We are generally responsible for the operating costs of our managed properties, including repairs,maintenance, capital expenditures, utilities, taxes, insurance and the payroll expense of property-level employees. The payroll expense is structured as a reimbursem*nt to the property manager, who is the employer of record in order for us to complywith REIT requirements. We are entitled to certain reimbursem*nts from the property manager in accordance with the terms of the property management agreements.

Of our 96 managed properties, 67 properties our managed by Holiday Retirement (Holiday), which is a portfolio company that ismajority owned by private equity funds managed by our Manager, and 24 properties are managed by FHC Property Management LLC (together with its subsidiaries, Blue Harbor), which is owned by an affiliate of our Manager. Our propertymanagement agreements with Holiday and Blue Harbor have either five- or ten-year initial terms, with automatic one-year renewal terms (subject to termination rights). For assisted living/memory care (AL/MC) properties managed by BlueHarbor and Holiday, we pay management fees equal to 6% of effective gross income for the first two years and 7% thereafter. For independent living (IL-only) properties managed by Blue Harbor and Holiday, we pay management fees equal to5% of effective gross income. For certain property management agreements, Holiday is eligible for an incentive fee based on the properties operating performance.

During the year ended December31, 2015 we made the following payments in accordance with the applicable property management agreements:paid property management fees of $9.1 million and $7.1 million to Holiday and Blue Harbor, respectively; reimbursed property-level payroll expense of $47.0 million and $38.5 million to Holiday and Blue Harbor, respectively; and reimbursed travelexpenses of $153,000 and $216,000 to Holiday and Blue Harbor, respectively. In accordance with the applicable property management agreements, Holiday reimbursed us for certain losses related to Medicaid collections in the amount of $382,000 for theyear ended December31, 2015 and $540,000 during the quarter ended March31, 2016.

Timber Portfolio Acquisition from Holiday

On August12, 2015, we completed the acquisition of a portfolio of private pay, independent living properties (collectively, theTimber Portfolio) pursuant to a Purchase and Sale Agreement (the Purchase Agreement) entered into on June22, 2015 with affiliates of Holiday for a purchase price of $640 million. The transaction was unanimously approvedby a committee of our board of directors composed entirely of independent directors. Concurrently with the closing of the acquisition, we entered into property management agreements with subsidiaries of Holiday pursuant to which Holiday manages theproperties for a base management fee equal to 5% of the properties effective gross income and an annual incentive fee equal to 20% of the EBITDARM (as defined in the Purchase Agreement) for such calendar year that is in excess of an agreed

threshold, provided that the aggregate incentive fee with respect to the Timber Portfolio for any calendar year shall not exceed 2.0% of the effective gross income for such calendar year.

Separation and Distribution Agreement with Newcastle

On October16, 2014, we entered into a Separation and Distribution Agreement with Newcastle to effect our separation from Newcastle and togovern the relationship between us and Newcastle subsequent to the completion of the separation. Our separation from Newcastle was completed on November 6, 2014. The following is a description of the material provisions that survive our separationand remain in effect during and since the beginning of our last fiscal year. For purposes of the Separation and Distribution Agreement: (i)the New Senior Investment Group means New Senior Investment Group and its subsidiaries and(ii)the Newcastle Group means Newcastle and its subsidiaries other than New Senior Investment Group and the New Senior Investment Group subsidiaries.

Releases and Indemnification.Subject to certain exceptions, including with respect to liabilities assumed by, or allocated to, us orNewcastle, the Separation and Distribution Agreement provided that we and Newcastle generally agreed to release each other from all liabilities existing or arising from acts or events prior to or on the distribution date.

In addition, except as otherwise provided for in other documents related to the separation, we are required to indemnify Newcastle and itsaffiliates and representatives against losses arising from:

(a)

any liabilities relating to our initial portfolio of assets, which included all of Newcastles IL-only and AL/MC senior housing properties (the Initial Portfolio);

(b)

any liabilities arising out of claims by our directors, officers and affiliates arising after the separation against either Newcastle or us to the extent they relate to our Initial Portfolio as of the date of theSeparation and Distribution Agreement;

(c)

any other potential liabilities related to (A)recent Newcastle equity offerings in certain specified percentages, (B)Newcastles Exchange Act reports relating to disclosures about our Initial Portfolio;and (C)indemnification obligations under the Management Agreement with respect to Initial Portfolio;

(d)

any failure by any member of the New Senior Investment Group or any other person to pay, perform or otherwise promptly discharge any liability listed under (a)-(c)above in accordance with their respective terms,whether prior to, at or after the time of separation;

(e)

any breach by any member of the New Senior Investment Group of any provision of the Separation and Distribution Agreement and any agreements ancillary thereto (if any), subject to any limitations of liability provisionsand other provisions applicable to any such breach set forth therein; and

(f)

any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, withrespect to all information contained in our registration statement on Form 10, including the information statement exhibited thereto, other than information that relates solely to any assets owned, directly or indirectly by Newcastle, excluding theassets that comprise our Initial Portfolio.

Newcastle agreed to indemnify us and our affiliates and representatives againstlosses arising from:

(a)

any liability related to Newcastles junior subordinated notes due 2035 issued pursuant to the Junior Subordinated Indenture, dated April30, 2009, between Newcastle and The Bank of New York Mellon TrustCompany, National Association;

(b)

any other liability of Newcastle or its subsidiaries (excluding any liabilities related to New Senior Investment Group);

(c)

any failure of any member of the Newcastle Group or any other person to pay, perform or otherwise promptly discharge any liability listed under (a)and (b)above in accordance with their respective terms,whether prior to, at or after the time of separation;

(d)

any breach by any member of the Newcastle Group of any provision of the Separation and Distribution Agreement and any agreements ancillary thereto (if any), subject to any limitations of liability provisions and otherprovisions applicable to any such breach set forth therein; and

(e)

any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, withrespect to all information contained in the Information Statement or the registration statement of which this Information Statement is a part that relates solely to any assets owned, directly or indirectly by Newcastle, other than our InitialPortfolio.

Indemnification obligations shall generally be net of any insurance proceeds actually received by theindemnified person. The Separation and Distribution Agreement provides that we and Newcastle will waive any right to special, indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages, provided that anysuch liabilities with respect to third party claims shall be considered direct damages. The Separation and Distribution Agreement also contains customary procedures relating to the receipt of any indemnification payments that may constitutenon-qualifying REIT income.

Certain Tax-Related Covenants. If we are treated as a successor to Newcastle under applicable U.S.federal income tax rules, and if Newcastle fails to qualify as a REIT, we could be prohibited from electing to be a REIT. Accordingly, in the Separation and Distribution Agreement, Newcastle has (i)represented that it has no knowledge of anyfact or circ*mstance that would cause us to fail to qualify as a REIT including a failure to qualify as a REIT due to Newcastles failure to maintain REIT status, (ii)covenanted to use commercially reasonable efforts to cooperate with usas necessary to enable us to qualify for taxation as a REIT and receive customary legal opinions concerning REIT status, including providing information and representations to us and our tax counsel with respect to the composition ofNewcastles income and assets, the composition of its stockholders, and its operation as a REIT and (iii)covenanted to use its reasonable best efforts to maintain its REIT status for each of Newcastles taxable years ending on orbefore December31, 2015 (unless Newcastle obtains an opinion from a nationally recognized tax counsel or a private letter ruling from the IRS to the effect that Newcastles failure to maintain its REIT status will not cause us to fail toqualify as a REIT under the successor REIT rule referred to above). Additionally, in the Separation and Distribution Agreement, we covenanted to use our reasonable best efforts to qualify for taxation as a REIT for our taxable year endedDecember31, 2014.

Dispute Resolution.In the event of any dispute arising out of the Separation and Distribution Agreement,the parties, each having designated a representative for such purpose, will negotiate in good faith for 30 days to resolve any disputes between the parties. If the parties are unable to resolve disputes in this manner within 30 days, the disputeswill be resolved through binding arbitration.

Review of Transactions with Related Persons

The company adopted a written policy that outlines procedures for approving transactions with related persons, and the independent directorsreview and approve or ratify such transactions pursuant to the procedures outlined in this policy. In determining whether to approve or ratify a transaction with a related person, the independent directors will consider a variety of factors theydeem relevant, such as: the terms of the transaction; the terms available to unrelated third parties; the benefits to the Company; and the availability of other sources for comparable assets, products or services. The policy includes standingpre-approvals for specified categories of transactions, including property management agreements with market terms that relate to a property acquired for less than $50 million; investments in securities offerings; and participation in otherinvestment opportunities generally made available to the Managers employees.

PROPOSAL NO. 2

APPROVAL OF APPOINTMENT OF ERNST& YOUNG LLP AS INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Proposed Independent Registered Public Accounting Firm

Ernst& Young LLP, independent registered public accountants,served as the independent registered public accounting firm for us and our subsidiaries for the fiscal year ended December31, 2015. The Audit Committee of the Board of Directors has appointed Ernst& Young LLP to be our independentregistered public accounting firm for the fiscal year ending December31, 2016, and has further directed that the selection of the independent registered public accounting firm be submitted for approval by the stockholders at the AnnualMeeting.

Representatives of Ernst& Young LLP will be present in person at the Annual Meeting, will be given the opportunity tomake a statement, if they so desire, and will be available to respond to appropriate questions from stockholders.

The Board ofDirectors recommends that you vote FOR the approval of the appointment of Ernst& Young LLP as independent registered public accounting firm for the Company for fiscal year 2016.

Principal Accountant Fees and Services

In connection with the audit of the 2015 consolidated financial statements, the Company entered into an engagement letter with Ernst&Young LLP which set forth the terms by which Ernst& Young LLP has performed audit services for the Company.

The followingsummarized Ernst& Young LLPs fees for professional services rendered in 2015 and 2014:


Year	Audit Fees		Audit-RelatedFees		Tax Fees		AllOtherFees
2015	$	2,780,655	$	160,000	$	842,444
2014⁽¹⁾	$	1,037,500	$	125,000

(1)	Fees exclude amounts approved by the Audit Committee of the Companys former parent, while the Company was a wholly-owned subsidiary of Newcastle through spin-date of November6, 2014

Audit Fees.Includes fees for the audit services and related expenses associated with the annual audit of the consolidated financialstatements of the Company, including the audit of internal control over financial reporting, the reviews of the Companys quarterly reports, comfort letters, consents and assistance with and review of documents filed with the SEC.

Audit-Related Fees.Includes fees for services and related expenses associated with accounting consultations about the application ofU.S. generally accepted accounting principles, and audits and reviews in connection with consummated acquisitions.

TaxFees.Included fees for tax services and related expenses associated with tax compliance, including the preparation, review and filing of federal, state and local income tax returns, tax due diligence and tax advice.

All Other Fees.None.

The Audit Committee has considered all services provided by the independent registered publicaccounting firm to us and concluded this involvement is compatible with maintaining the auditors independence. The Audit Committee is responsible for appointing the Companys independent registered public accounting firm and approving theterms of the independent registered public accounting firms services. The Audit Committee has policies and procedures that require the approval of the Audit Committee of all fees paid to, and all services performed by, the Companysindependent registered public accounting firm. The Audit Committee approves the proposed services, including the nature, type and scope of services contemplated and the related fees, to be rendered by the firm. The fees and services provided asnoted in the tables above were authorized and approved by the Audit Committee.

ADVANCE NOTICE FOR STOCKHOLDER NOMINATIONS AND PROPOSALS

FOR 2017 ANNUAL MEETING

Proposals received from stockholders are given careful consideration by the Company in accordance with Rule 14a-8 under the Exchange Act.Stockholder proposals are eligible for consideration for inclusion in the Companys proxy statement for the 2017 annual meeting of stockholders if they are received by the Company on or before December19, 2016. However, if the 2017 annualmeeting date is changed by more than 30 days from the anniversary of the 2016 meeting, to be timely a proposal by the stockholders must be received no later than a reasonable time before the Company begins to print and send its proxy materials forthe 2017 meeting. In addition, all proposals will need to comply with Rule 14a-8, which lists the requirements for inclusion of stockholder proposals in a companys proxy materials. Any proposal should be directed to the attention of theCompanys Secretary at 1345 Avenue of the Americas, 45th Floor, New York, New York 10105.

In order for a stockholder proposal,including proposals regarding director nominees, submitted outside of Rule 14a-8 to be considered timely, the Companys Bylaws require that such proposal must be received by the Company not less than 90 days nor more than 120 daysprior to the anniversary of the date of the immediately preceding years annual meeting of stockholders. Accordingly, in order for a proposal relating to business to be conducted at our 2017 annual meeting of stockholders to betimely under the Companys Bylaws, it must be received by the Secretary of the Company at our principal executive office no earlier than February3, 2017 and no later than March5, 2017. However, in the event that the 2017annual meeting of stockholders is called for a date that is not within 30 days before or after June3, 2017, notice by a stockholder must be received not earlier than the 120th day before the date of such meeting and not later than the close ofbusiness on the 10th day following the day on which notice of the date of such meeting was mailed or public disclosure of the date of such meeting was made, whichever first occurs. All director nominations and stockholder proposals submitted outsideof Rule 14a-8 must comply with the notice requirements of our Bylaws, or they may be excluded from consideration at the annual meeting.

OTHER MATTERS

The Board of Directors knows of no other business to be brought before the Annual Meeting. If any other matters properly come before theAnnual Meeting, the proxies will be voted on such matters in accordance with the judgment of the persons named as proxies therein, or their substitutes, present and acting at the meeting.

No person is authorized to give any information or to make any representation not contained in this Proxy Statement, and, if given or made,such information or representation should not be relied upon as having been authorized. The delivery of this Proxy Statement shall not, under any circ*mstances, imply that there has not been any change in the information set forth herein since thedate of the Proxy Statement.

ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC at 100 F Street, N.E., Washington, D.C.20549. You may read and copy any reports, statements or other information we file at the SECs public reference room in Washington, D.C. Please call the SEC at (800)SEC-0330 for further information on the public reference room. Our SECfilings are also available to the public from commercial document retrieval services and on the website maintained by the SEC at www.sec.gov.In addition, our SEC filings are available, free of charge, on our website: www.newseniorinv.com.Such information will also be furnished upon written request to New Senior Investment Group Inc., 1345 Avenue of the Americas, 45^thFloor, New York, New York 10105, Attention: InvestorRelations.

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy delivery requirements forannual reports and proxy statements with respect to two or more stockholders sharing the same

address by delivering a single annual report and proxy statement addressed to those stockholders. This process, which is commonly referred to as householding, potentially providesextra convenience for stockholders and cost savings for companies. The Company and some brokers household proxy materials, delivering a single annual report and proxy statement to multiple stockholders sharing an address unless contrary instructionshave been received from the affected stockholders. Once you have received notice from your broker or the Company that they or the Company will be householding materials to your address, householding will continue until you are notified otherwise oruntil you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate annual report and proxy statement, please notify your broker if your shares are held in a brokerage account orthe Company if you hold registered shares. You can notify the Company by sending a written request to New Senior Investment Group Inc., 1345 Avenue of the Americas, 45^thFloor, New York, New York10105, Attention: Investor Relations or by contacting Investor Relations at (212)479-3140, and we will deliver promptly a separate copy of the annual report and proxy statement.

Instead of receiving future copies of our proxy materials by mail, you can elect to receive an e-mail that will provide electronic links tothese documents. Opting to receive your proxy materials online will save the cost of producing and mailing documents to your home or business, will give you an electronic link to the proxy voting site and also will also help preserve environmentalresources.

Stockholders of Record.If you vote on the Internet at www.proxyvote.com, simply follow the prompts for enrolling inthe electronic proxy delivery service.

Street Name Holders.If you hold your shares in a bank or brokerage account, youalso may have the opportunity to receive the proxy materials electronically. Please check the information provided in the proxy materials you receive from your bank or broker regarding the availability of this service.

Your election to receive proxy materials by email will remain in effect until you terminate it.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT TO VOTE ON THE PROPOSALS IDENTIFIED HEREIN. WE HAVE NOT AUTHORIZEDANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROXY STATEMENT. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE AS OF WHICH IT ISDATED, AND NEITHER THE MAILING OF THIS PROXY STATEMENT TO STOCKHOLDERS NOR THE ELECTION OF THE NOMINEES DESCRIBED HEREIN WILL CREATE ANY IMPLICATION TO THE CONTRARY.

By Order of the Board of Directors,

/s/ Cameron D. MacDougall

Cameron D. MacDougall

Secretary

New York, New York

April18, 2016

NEW SENIORINVESTMENT GROUP INC.

1345 AVENUE OF THE AMERICAS

NEW YORK, NY 10105

VOTE BY INTERNET - www.proxyvote.com

Use theInternet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow theinstructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERYOF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxymaterials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and,when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when youcall and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to VoteProcessing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACKINK AS FOLLOWS:

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY

For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark For AllExcept and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommendsyou vote FOR the following:

1. Election of Directors

Nominees

01 Susan Givens 02 Michael D. Malone

The Board ofDirectors recommends you vote FOR the following proposal: For Against Abstain

2. To ratify the appointment ofErnst & Young LLP as independent registered public accounting firm for New Senior Investment Group Inc. for fiscal year 2016.

0000287761_1 R1.0.1.25 NOTE: The Board of Directors may act upon any other business properly presented at the Annual Meeting. If this proxy is properly executed, then your shares will bevoted either in the manner you indicate above or, if no direction is indicated, in the manner directed by the Board of Directors (including with respect to any matter not specified above that is properly presented at the Annual Meeting).

For address change/comments, mark here.

(see reverse for instructions) Yes No

Pleaseindicate if you plan to attend this meeting

Please sign exactly as your name(s) appear(s) hereon. When signingas attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, byauthorized officer.

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

ImportantNotice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statementand Annual Report are available at www.proxyvote.com

0000287761_2 R1.0.1.25

NEW SENIOR INVESTMENT GROUP INC.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

ANNUAL MEETING OF STOCKHOLDERS

June 3, 2016

The stockholder(s) hereby appoint(s)Wesley R. Edens and Susan Givens, or any of them, as proxies, each with the power to appoint (his/her) substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Commonstock of NEW SENIOR INVESTMENT GROUP INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 8:00 AM, Eastern Daylight Time on June 3, 2016, at the The Hilton Hotel, 1335 Avenue of the Americas, NewYork, NY 10019, and any adjournment or postponement thereof.

This proxy, when properly executed, will be votedas directed by the stockholder(s). If no such directions are made, this proxy will be voted for the election of the nominees listed on the reverse side for the Board of Directors and for each proposal. Please mark, sign, date and return this proxycard promptly using the enclosed reply envelope.

(If you noted any Address Changes and/or Comments above,please mark corresponding box on the reverse side.)

Continued and to be signed on reverse side

New Senior Investment (NYSE:SNR)
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New Senior Investment (NYSE:SNR)
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Position

Susan Givens

Chief Executive Officer

Justine A. Cheng

Chief Financial Officer and Treasurer

Bhairav Patel

Chief Accounting Officer