Ortelius Advisors made its “case for change” in a lengthy presentation released Wednesday in its continuing proxy fight with Brookdale Senior Living.

The New York-based activist hedge fund group escalated the fight, which began in March with the nomination of six candidates to Brookdale’s board, by reiterating its “comprehensive roadmap” as a path forward, with steps it believes would optimize Brookdale’s portfolio, improve operational efficiency, reduce mortgage debt, restructure its leased portfolio and unlock real estate value.

Just last week, the country’s largest senior living company laid out its case in a letter to shareholders to maintain its “refreshed” board and updated strategic policies. Brookdale said that electing the Ortelius nominees would “undermine” substantial progress it had made and put shareholder investments at risk.

Although Ortelius noted that it believes Brookdale has “significant upside potential,” it also listed a litany of its concerns based on what is said was the company’s “underperformance and undervaluation,” including a share price that has dropped 85% in the past 10 years, returns deemed to be underperforming and occupancy rates and net operating income margins that it said were lagging.

The presentation called Brookdale’s strategic plan “fundamentally flawed” and said the plan failed to resolve the core issues affecting the senior living company. The presentation also said that Brookdale’s plan repeats past mistakes made by the company by continuing to highlight occupancy and expense management as routes to higher revenue.

“It seems to be pursuing the same, yet expects a different outcome,” Ortelius stated. “Brookdale needs a different plan than the one that the current board of directors and management team have used to destroy shareholder value since 2018.”

Ortelius also called the Brookdale board refreshment and approach “reactionary” and said it lacked foresight.

Brookdale has added four new directors in the past year and previously said its board is reviewing governance related to director tenure and evaluating performance-based long-term incentive awards programs for executives.

“The dismissal of the former CEO and quick addition of two new directors in April 2025 only after the launch of Ortelius’ public campaign, and dismissal of working with Ortelius to add qualified candidates to the board, reaffirmed our view that the incumbent board is not best suited to credibly chart the path forward for the company,” the presentation asserted. “The board’s legacy of value destruction, failure to hold management accountable, and its inability to formulate a value enhancing strategy has adversely affected its credibility.”

After Baier left the company, Brookdale appointed Mark Fioravanti, president and CEO of Ryman Hospitality Properties, and Joshua Hausman to the board. 

Brookdale has accused Ortelius of refusing to work together on “mutual problem-solving,” calling the firm’s public attacks and demands a “misguided campaign to take control of your company.”

According to Ortelius’ presentation, Brookdale has consistently underperformed over the past 10 years. Ortelius accused the company’s board of failing to course correct and hold former President and CEO Lucinda “Cindy” Baier accountable, despite what it called “shareholder value destruction.”

The activist hedge fund group said that total shareholder value dropped 11.9% during Baier’s tenure. In addition, according to the firm, more than one-third of Brookdale’s senior living communities are performing below par, with 35% of its owned and leased communities reporting occupancy of less than 75%.

From the fourth quarter of 2017 to the fourth quarter of 2024, Ortelius said, Brookdale’s occupancy rate dropped from 85.2% to 79.4%, compared with a drop of 88.8% to 87.2% for the senior housing industry as a whole. Failure to “right-size” the portfolio, Ortelius stated, resulted in 48% of Brookdale’s communities operating at less than pre-COVID occupancy rates; 143 communities (23% of the company’s owned and leased portfolio) reported occupancy rates below 70% in the first quarter.

“Overall, Brookdale has failed to optimize its portfolio, resulting in subpar occupancy and profitability,” according to Ortelius, adding that the company’s leased portfolio continues to drag on overall performance and prevents Brookdale from being a “pure-pay owned real estate entity.”

Ortelius said that its plan involves portfolio optimization, improving financials by reviewing corporate overhead, reducing mortgage debt, eliminating its leased portfolio, unlocking real estate value, and reviewing corporate and organizational structures and communications and investor relations. 

“The board’s failures are palpable, and its recent steps smack of self-preserving and defense-oriented tactics in the face of a director election contest,” Ortelius said, adding that Brookdale’s board selection process, CEO dismissal and CEO search all raise “serious questions.”