DEF 14A of Ventas, Inc.
Filed Apr 2, 2024 · FY20230000740260-24-000094
Enhanced our leadership team to accelerate our strategic initiatives
Enhanced our leadership team to accelerate our strategic initiatives •Appointed J. Justin Hutchens, Executive Vice President ("EVP"), Senior Housing, to the additional role of Chief Investment Officer in January 2023. In his expanded role, Hutchens is responsible for our capital allocation strategy and execution across the enterprise in addition to his responsibility for our senior housing portfolio. By combining the Chief Investment Officer and EVP, Senior Housing roles, we streamlined our executive management structure and enhanced the connection between investment activity and business operations. (1)Excluding a $53 million ($0.13 per share) benefit from HHS grants received in 2022 and a $9 million ($0.02 per share) benefit of promote revenue in the fourth quarter of 2022 within the Company's institutional capital management business. (2)BBB+ (stable) rating from Standard & Poor’s; Baa1 (stable) rating from Moody’s. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. * Some of the financial measures discussed are non-GAAP financial measures. Please see Appendix A for additional information and a reconciliation to the most directly comparable GAAP measures.
Enhanced our leadership team to accelerate our strategic initiatives
| 4 | | 2024 | Proxy Statement |
Enhanced our leadership team to accelerate our strategic initiatives
2023 Environmental, Social and Governance Highlights At Ventas, we believe strong environmental, social and governance ("ESG") practices are essential to delivering sustainable long-term outperformance. We pride ourselves on our smart capital approach, which is designed to maximize short-term outcomes and drive long-term value creation. Smart capital means taking an informed, data-driven and holistic view of risks and opportunities to develop and execute on strategies that make sense for Ventas and promote the interests of our investors and other stakeholders. We view ESG as a multi-dimensional objective rooted in operational excellence and achieved at the intersection of performance and resilience. Our ESG priorities are organized under three pillars: •Our Impact: Enabling Sustainable Environments and Strong Communities •Our Employees: Empowering Exceptional People •Our Standards: Leading in Governance and Transparency
Enhanced our leadership team to accelerate our strategic initiatives
| OUR IMPACT | Enabling Sustainable Environments and Strong Communities | | | | Our ESG practices are designed to position our business for sustainable long-term outperformance. From capital allocation to active asset management, we see the big picture and take the long view in our approach to environmental sustainability, ongoing operations, growth strategies and our relationships with communities. | | | Advanced Our Net Zero Operational Carbon Commitment In 2022, Ventas became the first healthcare REIT to commit to a net zero operational carbon emissions (Scope 1 and 2) goal, which we plan to achieve by 2040. In 2023, we created and rolled out property-specific decarbonization roadmaps for all ~800 properties within our operational control and are incorporating decarbonization into our routine capital planning processes. | | | Continued Leadership in Energy Management – We earned the 2023 ENERGY STAR® Partner of the Year Sustained Excellence in Energy Management Award, the program’s highest honor, and ranked among the top 15 ENERGY STAR® certifiers of 2022. | | 97% tenant satisfaction | Continued to Improve Tenant Satisfaction - We achieved 97% tenant satisfaction in our outpatient medical portfolio, outperforming most industry peers and improving tenant satisfaction for the fifth straight year. | | $29M spent with M/WBEs | Promoted Opportunities for Women and Minority-Owned Businesses ("M/WBE") – Strong vendor relationships and strong communities are good for our business. In 2023, we spent $29 million with M/WBEs across our development portfolio. Through our membership in and support of the National Association of Minority Contractors (NAMC), we expanded and strengthened the pool of essential contractors, suppliers and other vendors available to our Company and the real estate industry more broadly. |
Enhanced our leadership team to accelerate our strategic initiatives
| 2024 | Proxy Statement | | 5 |
Enhanced our leadership team to accelerate our strategic initiatives
| OUR EMPLOYEES | Empowering Exceptional People | | | | We excel at what we do by investing in the best talent across disciplines. We encourage collaboration, recognize individuals for their unique strengths and continually enhance our employee resources to support personal and professional success. Our colleagues' diverse experiences and perspectives provide a competitive advantage and help us achieve better business outcomes. | | >6,100 employee training and development hours 40% of employees promoted or transferred since hired | Continued to invest in and empower our talent, driving productivity and engagement – We want our people to grow and develop meaningful careers at Ventas. In 2023, we continued to provide significant growth and development opportunities, with over 6,100 hours of employee training and programming, including customized leadership effectiveness programs for our employees. Our annual employee engagement survey and quarterly pulse surveys informed several initiatives in 2023, including enhancing communication and opportunities for in-person connectivity and strengthening our market leading benefits package through increased 401(k) match, expanded parental leave and a new paid company holiday. Our investment in our employees is reflected in the 40% of employees who have been promoted or transferred to new roles since they were hired. | | 59% total company diversity by gender, race or ethnicity | Expanded our talent pipeline to drive performance and support diversity – Within Ventas, we strive to create an inclusive, equitable and diverse environment where there is a strong feeling of belonging and openness to different perspectives, which we believe drives better business outcomes. To support this, in 2023 we significantly expanded our channels for sourcing candidates – such as through our relationships with the Real Estate Executive Council (REEC) and The National Association of Black Accountants – to elevate the excellence and diversity of our team. |
Enhanced our leadership team to accelerate our strategic initiatives
| 6 | | 2024 | Proxy Statement |
Enhanced our leadership team to accelerate our strategic initiatives
| OUR STANDARDS | Leading in Governance and Transparency | | | | Our strong corporate governance and commitment to ethics, integrity and transparency serve as the foundation for long-term, sustainable value creation. Our work and impact are supported by a best-in-class governance program. Our rigorous approach to risk management and dedication to building a sustainable business positions Ventas as a leader. | | #1 listed Healthcare REIT in GRESB Real Estate Assessment since 2017 | Upheld leading REIT ESG disclosures – Since GRESB introduced the Public Disclosure Assessment in 2017, Ventas has achieved the highest grade of “A” each year. In 2023, Ventas earned 99 out of 100 points and ranked #1 out of 10 respondents in the U.S. Healthcare group. | | integrated, multi-disciplinary enterprise-wide risk management process | Maintained robust risk oversight process – Ventas management has primary responsibility for identifying and managing our Company’s exposure to risk, subject to active oversight by our Board of the processes we establish to assess, monitor and mitigate that exposure. The Board, directly and through its committees, routinely discusses significant enterprise risks with management and reviews the guidelines, policies and procedures we have in place to manage those risks. | | For more information about our best in class corporate governance program, please see the Corporate Governance and Board Matters section of this Proxy Statement. | |
Enhanced our leadership team to accelerate our strategic initiatives
Recent ESG Awards and Recognitions
Enhanced our leadership team to accelerate our strategic initiatives
| | | | | | Named to the Bloomberg Gender Equality Index (GEI) for the 4th consecutive year | Named a Top Corporate Citizen by 3BL Media for the 4th consecutive year | Named one of America’s Most Responsible Companies by Newsweek for the 3rd consecutive year | Awarded Gold in Nareit's 2023 Diversity, Equity & Inclusion Recognition Awards |
Enhanced our leadership team to accelerate our strategic initiatives
For more information, please see our latest Corporate Sustainability Report available at www.ventasreit.com. Note About Website and Corporate Sustainability Report The reports mentioned above, or any other information from our website, are not part of or incorporated by reference into this Proxy Statement. Some of the statements and reports contain cautionary statements regarding forward-looking information that should be carefully considered. Our statements and reports about our objectives may include statistics or metrics that are estimates, which may make assumptions based on developments or standards that may change and provide aspirational goals that are not intended to be promises or guarantees. The statements and reports also may change at any time, and we undertake no obligation to update them, except as required by law.
Enhanced our leadership team to accelerate our strategic initiatives
| 2024 | Proxy Statement | | 7 |
Enhanced our leadership team to accelerate our strategic initiatives
Proxy Summary At our 2024 Annual Meeting, you will be asked to vote on three proposals. This proxy summary provides limited information regarding each proposal. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. 2024 Annual Meeting Proposals The proposals that stockholders will be asked to vote on at this meeting are as follows:
Enhanced our leadership team to accelerate our strategic initiatives
| ITEMS: | | Board Recommendation | | Page Reference | | 1 | To elect the 12 director nominees named in the Proxy Statement to serve until the 2025 Annual Meeting of Stockholders | | FOR each director nominee | 9 | | 2 | To approve, on an advisory basis, the compensation of our Named Executive Officers | | FOR | 47 | | 3 | To ratify the selection of KPMG LLP as our independent registered public accounting firm for the 2024 fiscal year | | FOR | 92 |
Enhanced our leadership team to accelerate our strategic initiatives
Director Nominees Our Board has nominated 12 individuals for election as directors at the Company’s 2024 Annual Meeting. All of our director nominees are currently members of our Board of Directors. Each brings valuable skills and opinions, informed by their background and experience, to our deliberations and is an important contributor to our Board and advisor to our management team. Additional information concerning the composition of our Board and our director nominees can be found under Proposal 1: Election of Directors. Executive Compensation The second item on the agenda is an advisory vote on our executive compensation program. Our executive compensation program reflects our philosophy that compensation should be linked to performance, align with stockholder experience and attract, retain and motivate talented employees. We benchmark our executive compensation against that of our peers to ensure that our executives’ pay is appropriate based on their roles, responsibilities and years of experience. A significant proportion of target executive compensation — more than 80% of the 2023 target compensation of our Named Executive Officers — is in the form of equity and cash incentive awards tied to pre-identified performance measures such that an executive’s realized pay is closely tied to the Company’s performance. At our 2023 annual meeting, our executive compensation program received the support of over 90% of votes cast and our conversations with our stockholders during 2023 indicate that our stockholders are generally supportive of our executive compensation program. Additional information regarding our executive compensation program can be found in the section titled Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers. Auditor The third item on the agenda for the 2024 Annual Meeting is approval of the selection of KPMG as our auditors for 2024. KPMG was first engaged to serve as our independent registered public accounting firm in July 2014. We believe that the continued retention of KPMG to serve in this role for this fiscal year is in the best interests of the Company and its stockholders. Additional information regarding this proposal can be found under Proposal 3: Ratification of Fiscal 2024 Auditor Selection.
Enhanced our leadership team to accelerate our strategic initiatives
| 8 | | 2024 | Proxy Statement |
Enhanced our leadership team to accelerate our strategic initiatives
| Proposal 1 Election of Directors |
Enhanced our leadership team to accelerate our strategic initiatives
At the 2024 Annual Meeting, stockholders will vote on the election of the 12 director nominees listed on the following page, each of whom is currently a director of the Company, for a one-year term of office. The Board has nominated the director nominees, on the recommendation of the Nominating, Governance and Corporate Responsibility Committee, to serve until the 2025 Annual Meeting or until their successor has been duly elected and qualified or their earlier resignation, death or removal. Each director nominee has indicated that he or she will serve if elected. We do not anticipate that any of the director nominees will be unable or unwilling to stand for election but, if that happens, your proxy may be voted for another person nominated by the Board, or the Board may reduce its size, in each case, on the recommendation of the Nominating, Governance and Corporate Responsibility Committee. In nominating the following director nominees for election at the Company’s 2024 Annual Meeting, the Board has evaluated each director nominee by reference to the criteria described under the heading “Director Recruitment, Nomination and Succession Planning.” In addition, the Board evaluates each individual director in the context of the Board as a whole, with the objective of recommending a group that can best support the success of our businesses and represent stockholder interests. Pursuant to a cooperation agreement (the "Cooperation Agreement") between the Company and Land & Buildings Investment Management, LLC and certain of its affiliates (collectively "Land & Buildings"), we appointed Theodore R. Bigman, Founder and Chief Investment Officer of Bigman Holdings and former Head of Global Listed Real Assets Investing at Morgan Stanley Investment Management and Joe V. Rodriguez, Jr., President of Burnt Mountain Investments LLC and former Chief Investment Officer, Listed Real Assets and Head of Global Real Estate Securities at Invesco Real Estate to the Board on March 4, 2024, and agreed to nominate Mr. Bigman and Mr. Rodriguez for re-election at the Company’s 2024 Annual Meeting of Stockholders. Land & Buildings has agreed to abide by certain voting restrictions and standstill restrictions. The Cooperation Agreement also contains a customary mutual non-disparagement provision. The Cooperation Agreement will remain effective until the day after the Company's 2025 Annual Meeting. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, a copy of which was filed as Exhibit 10.1 to a Current Report on Form 8-K filed by the Company on March 4, 2024, and is incorporated by reference herein. The following section contains information provided by the director nominees about their principal occupations, business experience and other matters, as well as a description of how each individual’s experience qualifies him or her to serve as a director of the Company. The information reflects their respective ages and tenure as of the 2024 Annual Meeting and their current committee and chair assignments.
Enhanced our leadership team to accelerate our strategic initiatives
| | Our Board recommends that you vote FOR the election of each of the 12 director nominees to the Board of Directors listed on the enclosed proxy card or voting instruction form. |
Enhanced our leadership team to accelerate our strategic initiatives
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Enhanced our leadership team to accelerate our strategic initiatives
Board Snapshot 2024 Director Nominees Below is a snapshot of our director nominees, including current committee assignments. The Board has appointed Roxanne M. Martino as the Company's Lead Independent Director, effective immediately following the 2024 Annual Meeting. Diversity, age and tenure statistics are provided as of the date of our 2024 Annual Meeting for all nominees.
Enhanced our leadership team to accelerate our strategic initiatives
| KEY TO BOARD COMMITTEES | | | | | | | | Audit and Compliance Committee | | Compensation Committee | | Chair | | | Investment Committee | | Nominating Governance and Corporate Responsibility Committee | | |
Enhanced our leadership team to accelerate our strategic initiatives
Gender and Ethnic Diversity
Enhanced our leadership team to accelerate our strategic initiatives
| | Diverse | | Women | | | Ethnically diverse | | |
Enhanced our leadership team to accelerate our strategic initiatives
Independence
Enhanced our leadership team to accelerate our strategic initiatives
| | Independent | | | Non-independent |
Enhanced our leadership team to accelerate our strategic initiatives
Age
Enhanced our leadership team to accelerate our strategic initiatives
| | 50's | | 60's |
Enhanced our leadership team to accelerate our strategic initiatives
Tenure
Enhanced our leadership team to accelerate our strategic initiatives
| | <1-5 years | | >10 years | | | >5-10 years | | |
Enhanced our leadership team to accelerate our strategic initiatives
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Enhanced our leadership team to accelerate our strategic initiatives
Board Nominees Director Nominee Skills, Experience, Qualifications and Attributes Matrix In recommending director nominees, our Nominating, Governance and Corporate Responsibility Committee considers the particular experience, qualifications and skills of the current Board members and prospective candidates to ensure a variety of experience, skills and qualifications are represented on the Board.
Enhanced our leadership team to accelerate our strategic initiatives
| Skills and Attributes | | | | | | | | | | | | | | | | Executive Experience (CEO): Supports our management team through relevant advice and leadership | | | • | | • | • | • | • | • | | • | • | | | Financial/Accounting Experience: Critical to the oversight of the Company’s financial statements, financial reporting and internal controls | | • | • | • | • | • | • | • | • | • | • | • | | | REITs/Real Estate: Contributes to a deeper understanding of the Company’s challenges and opportunities in the REIT and real estate industries | | • | • | • | • | | • | | • | • | • | | | | Healthcare, Senior Housing & Health Systems: Contributes to a deeper understanding of the challenges and opportunities in the healthcare, senior housing and for-profit/not-for-profit health systems industries | • | | • | • | • | • | | • | | | | • | | | Life Sciences, Research & Innovation: Provides valuable insight regarding the unique considerations relevant to the life sciences, research & innovation space as the Company seeks to grow this line of business | | | | | | • | | • | | | | | | | Investment & Capital Allocation: Valuable in overseeing the Company’s investment and capital allocation strategies, capital structure and financing activities | | • | • | • | • | • | • | • | • | • | • | • | | | Capital Intensive Industry: Contributes to a deeper understanding of the Company’s operations and key performance indicators | | • | • | • | • | | • | | • | • | • | | | | Public Company Executive Compensation: Contributes to the Board’s ability to attract, motivate and retain executive talent and align executive compensation with long-term stockholder value | • | | | • | | • | • | • | | | • | | | | Public Policy & Regulation: Contributes to the Board’s understanding of complex public policy issues and legal, regulatory and compliance risks | • | | • | • | | | • | • | | | | • | | | Technology/Cybersecurity: Contributes to the Board’s understanding of information technology and cybersecurity risks | | | | • | | | | | • | | • | • | | | Education, Communication & Brand: Valuable in managing communications with stakeholders and protecting the Company’s brand and reputation | • | • | • | • | • | • | • | • | • | • | • | • | | | Sales & Marketing: Valuable in promoting and selling our services and delivering excellent customer service | | | | | | | • | • | • | | | • | | | Strategic Planning: Essential to guiding the Company’s long-term business strategy | • | • | • | • | • | • | • | • | • | • | • | • | | | Investor Experience & Perspective: Provides valuable insight regarding the considerations relevant to institutional investors | | • | • | • | • | • | • | • | • | • | • | | | | Risk Management: Contributes to the identification, assessment and prioritization of risks facing the Company | • | • | • | • | • | • | • | • | • | • | • | • | | Independent | | • | • | | • | • | • | • | • | • | • | • | • | | Gender | | F | M | F | M | M | F | F | M | M | M | M | M | | Race/Ethnicity | | | | | | | | | | | | | | | Asian/Asian American | | | | | | | | | | | | • | | | Black/African American | | • | | | | | | | | | | | • | | Hispanic/Latino | | | | | | | | | | | • | | | | Caucasian/White | | | • | • | • | • | • | • | • | • | | | |
Enhanced our leadership team to accelerate our strategic initiatives
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Enhanced our leadership team to accelerate our strategic initiatives
Director Nominee Biographies
Enhanced our leadership team to accelerate our strategic initiatives
| | | | | | | | Key Experience and Qualifications | | | | | | | Public Policy & Regulation | | Strategic Planning | | | | Healthcare, Senior Housing & Health Systems | | Risk Management | | | Ms. Barnes brings to our Board extensive experience as a governance and public policy expert. In her multiple roles at the University of Virginia and as co-founder and principal of MB2 Solutions, Ms. Barnes is a thought leader on domestic policy, governance, risk management, leadership and strategy. As the Director of President Barack Obama’s Domestic Policy Counsel, she provided policy and strategic advice to the President and coordinated the domestic policy-making process in the White House, including with respect to emerging societal risks and healthcare matters such as the Health Care and Education Reconciliation Act. | | | | | Melody C. Barnes Independent Director Director Since: 2014 Age: 60 Committees: Nominating, Governance and Corporate Responsibility (Chair) Other Current Public Company Directorships: Booz Allen Hamilton Inc. (NYSE: BAH) (since 2015) | | | | | | | Professional Experience | | | | | | •The University of Virginia •Executive Director, Karsh Institute of Democracy (since 2021); W.L. Lyons Brown Family Director for Public Policy and Public Engagement, College and Graduate School of Arts and Sciences Democracy Initiative (since 2018); J. Wilson Newman Professor of Governance, Miller Center of Public Affairs (since 2021); and Distinguished Fellow, The University of Virginia School of Law (since 2018) •Co-Founder and Principal, MB2 Solutions, LLC, a public policy and domestic strategy firm (since 2014) •Director, White House Domestic Policy Council (2009-2012), providing policy and strategic advice to then-President Obama and coordinating the domestic policy-making process for his administration •Senior Domestic Policy Advisor, Senator Obama’s 2008 presidential campaign (2008) •Center for American Progress, an independent nonpartisan policy institute •Executive Vice President for Policy (2005-2008) •Senior Fellow (2003-2005) •Senator Edward M. Kennedy •Chief Counsel to the Senator on the Senate Judiciary Committee (1998-2003) •General Counsel (1995-1998) | | | | | | Private Boards and Community Service | | | | | | •Chair, Aspen Institute for Community Solutions and Opportunity Youth Forum •Member of the Board of Directors, William & Flora Hewlett Foundation | | | |
Enhanced our leadership team to accelerate our strategic initiatives
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Enhanced our leadership team to accelerate our strategic initiatives
| | | | | | | | Key Experience and Qualifications | | | | | | | REITs/Real Estate | | Investment & Capital Allocation | | | | Investor Experience & Perspective | | Education, Communication & Brand | | | Mr. Bigman brings to our Board deep investment and real estate experience and insights into the perspectives of institutional investors. Mr. Bigman has more than 30 years of investment experience in the REIT industry. Mr. Bigman held various positions at Morgan Stanley Investment Management, Inc. (MSIM), where he built MSIM's Global Listed Real Assets business and grew the business from inception to a peak of more than $25 billion of assets under management by utilizing a value-oriented investment process. | | | | | Theodore R. Bigman Independent Director Director Since: 2024 Age: 61 Committees: Investment Other Current Public Company Directorships: None | | | | | | | Professional Experience | | | | | | •Executive Fellow, Harvard Business School (since 2024) •Founder and Chief Investment Officer, Bigman Holdings, a single family investment office (since 2021) •Managing Director and Head of Listed Real Assets, Morgan Stanley Investment Management, an asset management firm and subsidiary of Morgan Stanley (1995–2021) •Executive Director and other senior executive roles, Credit Suisse First Boston (formerly NYSE: CS), an investment banking division of Credit Suisse Group AG (1987-1995) •Associate Consultant, Bain & Company, a top management consulting firm (1983–1985) •Board Observer for Tower Realty Trust (formerly NYSE: TOW) (1997-1998) •Member of the Board of Trust Managers for American Industrial Properties REIT (formerly NYSE: IND) (1997–2000) •Member of the Board of Trust Managers for Grove Property Trust (formerly AMEX: GVE) (1998–2000) | | | | | | Private Boards and Community Service | | | | | | •None | | | |
Enhanced our leadership team to accelerate our strategic initiatives
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Enhanced our leadership team to accelerate our strategic initiatives
| | | | | | | | Key Experience and Qualifications | | | | | | | Executive Experience (CEO) | | REITs/Real Estate | | | | Investment & Capital Allocation | | Strategic Planning | | | Ms. Cafaro brings to our Board substantial executive and board leadership. A recognized industry leader, Ms. Cafaro led the transformation of the Company into one of the world’s foremost REITs by setting and overseeing the execution of a long-term strategy that drove the Company’s market capitalization from $0.3 billion since her leadership began in 1999 to $20.2 billion as of December 31, 2023. Under Ms. Cafaro’s leadership, the Company’s annual total shareholder return (TSR) approximated 18% percent for the 24 years ended December 31, 2023. Prior to joining Ventas, Ms. Cafaro was President and a Director of an NYSE-listed multi-family REIT. | | | | | Debra A. Cafaro Chairman and CEO Director Since: 1999 Age: 66 Committees: None Other Current Public Company Directorships: PNC Financial Services Group Inc. (NYSE: PNC) (since 2017) | | | | | | | Professional Experience | | | | | | •Ventas, Inc. •Chairman of the Board (since 2003) •Chief Executive Officer and director (since 1999) •President (1999-2010) •Director, Weyerhaeuser Co. (NYSE: WY) (2007-2016) •President and Director, Ambassador Apartments, Inc. (NYSE: AAH), a multifamily REIT (1997-1999) | | | | | | Private Boards and Community Service | | | | | | •Immediate past Chair, Real Estate Roundtable •Past Chair, Board of Directors of The Economic Club of Chicago •Advisory Board Member, Harvard Kennedy School Taubman Center for State and Local Government •Member, Civic Committee and the Commercial Club of Chicago •Former Chair of the Executive Board, and former co-Chair of the Diversity Committee, National Association of Real Estate Investment Trusts (Nareit) | | | |
Enhanced our leadership team to accelerate our strategic initiatives
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Enhanced our leadership team to accelerate our strategic initiatives
| | | | | | | | Key Experience and Qualifications | | | | | | | Investor Experience & Perspective | | Healthcare, Senior Housing & Health Systems | | | | Investment & Capital Allocation | | Capital Intensive Industry | | | Mr. Embler brings to our Board deep investment, finance and healthcare expertise. He is widely recognized for his success and insights as an institutional investor and seasoned board member, with deep experience across a broad range of industries, including healthcare, capital intensive industries and finance. As the Chief Investment Officer of Franklin Mutual Advisers, he oversaw over $85 billion in assets under management and 25 investment professionals. He is also an experienced director, with over 20 years of public board experience, including in the healthcare space. | | | | | Michael J. Embler Independent Director Director Since: 2022 Age: 60 Committees: Audit and Compliance Investment Other Current Public Company Directorships: American Airlines Group Inc. (NYSE: AAL) (since 2013) NMI Holdings (NASDAQ: NMIH) (since 2012) | | | | | | | Professional Experience | | | | | | •Franklin Mutual Advisers, LLC, an investment advisory firm •Chief Investment Officer (2005-2009) •Head, Distressed Investment Group (2001-2005) •Various roles culminating in Managing Director, Nomura Securities, a leading global financial services group (1992-2001) •Director, Taubman Centers, Inc. (formerly NYSE: TCO) (2018-2020) •Director, Kindred Healthcare Inc. (formerly NYSE: KND) (2001-2008) | | | | | | Private Boards and Community Service | | | | | | •Member, Risk Advisory Council – New York Chapter •Certificate in Cybersecurity Oversight, National Association of Corporate Directors •Certificate in Environmental Conservation and Sustainability, Earth Institute Center for Environmental Sustainability - Columbia University | | | |
Enhanced our leadership team to accelerate our strategic initiatives
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Enhanced our leadership team to accelerate our strategic initiatives
| | | | | | | | Key Experience and Qualifications | | | | | | | Investment & Capital Allocation | | Healthcare, Senior Housing & Health Systems | | | | REITs/Real Estate | | Financial/Accounting Experience | | | Mr. Lustig brings to our Board over 35 years of experience in the real estate industry, including his first-hand real estate investor perspectives. He has extensive experience providing strategic and financial advice and transaction execution to clients, including leading real estate companies, and investing in real estate companies and assets as a principal. In recent years, Mr. Lustig has played an active role in more than $400 billion of advisory assignments and transactions involving real estate companies. In his prior roles at Lazard, he oversaw multiple funds, including Lazard Senior Housing Partners, with over $2.5 billion of equity capital invested in REITs and real estate operating companies. | | | | | Matthew J. Lustig Independent Director Director Since: 2011 Age: 63 Committees: Investment (Chair) Other Current Public Company Directorships: Boston Properties, Inc. (NYSE: BXP) (since 2011) | | | | | | | Professional Experience | | | | | | •Lazard Frères & Co. LLC, a financial advisory and asset management firm (since 1989) •Chairman of Investment Banking, North America (since 2019) •Head of Real Estate & Lodging (since 1989) •Head of Investment Banking, North America (2012-2019) •Chief Executive Officer of the private equity real estate investment business of Lazard and its alternative investment successors (1999-2022) | | | | | | Private Boards and Community Service | | | | | | •Member (and former Chair of Executive Committee), The Samuel Zell and Robert Lurie Real Estate Center at The Wharton School, University of Pennsylvania •Member of the Board of Advisors, Edmund A. Walsh School of Foreign Service, Georgetown University •Member, MBA Real Estate Program Advisory Board at the Paul Milstein Center for Real Estate at Columbia Business School, Columbia University •Member, Council on Foreign Relations, the Pension Real Estate Association (and former Executive Committee), the Real Estate Roundtable and the Urban Land Institute •Executive Chairman of the Board of Directors, Atria Senior Living, Inc., a for-profit senior housing company (2004-2011) | | | |
Enhanced our leadership team to accelerate our strategic initiatives
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Enhanced our leadership team to accelerate our strategic initiatives
| | | | | | | | Key Experience and Qualifications | | | | | | | Investor Experience & Perspective | | Financial/Accounting Experience | | | | Investment & Capital Allocation | | Strategic Planning | | | Ms. Martino brings to our Board extensive experience as an institutional investor, chief executive and industry leader. She managed over $14 billion in assets in her roles as Investment Committee Chair and CEO of Aurora Investment Management. Widely recognized as a leader in finance, Ms. Martino was inducted into the InvestHedge Hall of Fame and recognized as one of the 50 Leading Women in Hedge Funds by the Hedge Fund Journal. Ms. Martino spent the first seven years of her career at PricewaterhouseCoopers. | | | | | Roxanne M. Martino Incoming Lead Independent Director(1) Director Since: 2016 Age: 67 Committees: Compensation (Chair) Other Current Public Company Directorships: None (1) effective immediately following 2024 Annual Meeting | | | | | | | Professional Experience | | | | | | •Managing Partner of OceanM19, a single-family investment office (since 2016) •Chief Executive Officer, Partner and Chair of the Investment Committee, Aurora Investment Management L.L.C., a hedge fund and investment firm, and its predecessor companies (1990-2016) •General Partner, Grosvenor Capital Management, L.P., an asset management firm (now GCM Grosvenor, NASDAQ: GCMG) (1984-1990) •Various roles, PriceWaterhouseCoopers, a global accounting firm (1977-1984) | | | | | | Private Boards and Community Service | | | | | | •Chairperson of Board of Directors, Ann & Robert H. Lurie Children’s Hospital of Chicago •Member of the Board of Directors, The Havi Group •Director and former Chairman, Thresholds, a not-for-profit psychiatric rehabilitation organization | | | |
Enhanced our leadership team to accelerate our strategic initiatives
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Enhanced our leadership team to accelerate our strategic initiatives
| | | | | | | | Key Experience and Qualifications | | | | | | | REITs/Real Estate | | Investor Experience & Perspective | | | | Financial/Accounting Experience | | Sales & Marketing | | | Ms. Nader brings to our Board substantial real estate, investor, and financial experience and a proven record of accomplishment as a REIT executive. In her role as President and CEO of Equity LifeStyle Properties, she has successfully overseen a portfolio of over 400 high quality resort communities across the United States and Canada. She previously served as the company’s Chief Financial Officer and led business development and sales operations, bringing to our Board significant financial, accounting and marketing expertise. | | | | | Marguerite M. Nader Independent Director Director Since: 2020 Age: 55 Committees: Audit and Compliance Nominating, Governance and Corporate Responsibility Other Current Public Company Directorships: Equity LifeStyle Properties, Inc. (NYSE: ELS) (since 2013) | | | | | | | Professional Experience | | | | | | •Equity LifeStyle Properties, Inc. (NYSE: ELS), a resort community real estate investment trust •President and Chief Executive Officer (since 2013) •President and Chief Financial Officer (2012-2013) •Executive Vice President and Chief Financial Officer (2011-2012) •Other roles in asset management, business development and sales and marketing (1993-2011) •Member of the Executive Team (since 2005) •Director, Liberty Property Trust (formerly NYSE: LPT) (2017-2020) | | | | | | Private Boards and Community Service | | | | | | •Member of the Executive Board, former Chair and Vice-Chair and former Member of the Advisory Board of Governors, National Association of Real Estate Investment Trusts (Nareit) | | | |
Enhanced our leadership team to accelerate our strategic initiatives
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Enhanced our leadership team to accelerate our strategic initiatives
| | | | | | | | Key Experience and Qualifications | | | | | | | Life Sciences, Research & Innovation | | Public Policy & Regulation | | | | Sales & Marketing | | Risk Management | | | Mr. Nolan brings to our Board nearly 30 years of experience in the life sciences industry as a public company executive, operator and serial entrepreneur. His diverse functional expertise includes commercial operations, global marketing, and corporate and business development. Mr. Nolan previously served as CEO of AveXis (NYSE: AVXS), which he grew from four employees to a fully integrated global public company with research, clinical, regulatory, manufacturing and commercial operations that was ultimately sold to Novartis for $8.7 billion. | | | | | Sean P. Nolan Independent Director Director Since: 2019 Age: 56 Committees: Compensation Nominating, Governance and Corporate Responsibility Other Current Public Company Directorships: Taysha Gene Therapies, Inc., Chairman of the Board (NASDAQ: TSHA) (since 2020) | | | | | | | Professional Experience | | | | | | •Taysha Gene Therapies, Inc. (NASDAQ: TSHA) •Chief Executive Officer (since 2022) •Chair of the Board (since 2020) •President, Nolan Capital, LLC, an investment fund (since 2019) •President and Chief Executive Officer, AveXis, Inc. (formerly NASDAQ: AVXS), a gene therapy company (2015-2018) •Chief Business Officer, InterMune, Inc. (formerly NASDAQ: ITMN), a biopharmaceutical company (2013-2015) •Chief Commercial Officer, Reata Pharmaceuticals, Inc. (NASDAQ: RETA), a pharmaceuticals company (2011-2012) •Chief Commercial Officer and President, Lundbeck, Inc., a U.S. affiliate of H. Lundbeck A/S, a Danish pharmaceuticals company (2009-2010) •Director, Neoleukin Therapeutics (now Neurogene, Inc.) (NASDAQ: NLTX) (2019-2020) •Director, Aquinox Pharmaceuticals, Inc. (formerly NASDAQ: AQXP) (2015-2019) | | | | | | Private Boards and Community Service | | | | | | •Chairman of the Board, Jaguar Gene Therapy, LLC •Chairman of the Board, Affinia Therapeutics Inc. •Chairman of the Board, Encoded Therapeutics, Inc. •Chairman of the Board, Istari Oncology, Inc. | | | |
Enhanced our leadership team to accelerate our strategic initiatives
| 2024 | Proxy Statement | | 19 |
Enhanced our leadership team to accelerate our strategic initiatives
| | | | | | | | Key Experience and Qualifications | | | | | | | REITs/Real Estate | | Investment & Capital Allocation | | | | Financial/Accounting Experience | | Strategic Planning | | | Mr. Rakowich brings to our Board extensive experience as a seasoned and accomplished REIT executive and finance professional. He brings valuable experience to the Board with respect to risk assessment, strategic planning and leadership development. In his prior role as CEO of Prologis, Inc. he led a dramatic turnaround of the company and the $17 billion merger of Prologis with AMB Property Corporation and had extensive involvement in the creation and oversight of Prologis’ ESG initiatives. He is also an experienced director, with over 17 years of public board experience. | | | | | Walter C. Rakowich Independent Director Director Since: 2016 Age: 66 Committees: Audit and Compliance (Chair) Investment Other Current Public Company Directorships: Host Hotels & Resorts, Inc. (NYSE: HST) (since 2012; Lead Director, 2015-2018) Iron Mountain Incorporated (NYSE: IRM) (since 2015) | | | | | | | Professional Experience | | | | | | •Prologis, Inc. (NYSE: PLD), an industrial real estate company •Member of the Board of Directors (2005-2012) •Co-Chief Executive Officer following merger with AMB Property Corporation (2011-2012) •Chief Executive Officer (2008-2011) •Several other senior and executive positions, including President, Chief Financial Officer and Chief Operating Officer (1994-2008) •Partner and Principal, Trammell Crow Company, a real estate development firm (1985-1993) | | | | | | Private Boards and Community Service | | | | | | •Member of the Advisory Council, Gender Fair •Member of the Advisory Board, Institute for Real Estate Studies, Smeal College of Business, Pennsylvania State University | | | |
Enhanced our leadership team to accelerate our strategic initiatives
| 20 | | 2024 | Proxy Statement |
Enhanced our leadership team to accelerate our strategic initiatives
| | | | | | | | Key Experience and Qualifications | | | | | | | REITs/Real Estate | | Investment & Capital Allocation | | | | Investor Experience & Perspective | | Strategic Planning | | | Mr. Rodriguez brings to our Board significant experience across capital markets, finance and portfolio management, as well as insights into the perspectives of institutional investors. With more than 40 years of experience and as one of six Founding Partners of Invesco Real Estate, Mr. Rodriguez helped to grow the firm from a $1B to a $90B AUM global real estate investment firm over 30 years across a wide array of property types which also included life science, medical office and senior housing. | | | | | Joe V. Rodriguez, Jr. Independent Director Director Since: 2024 Age: 62 Committees: Nominating, Governance & Corporate Responsibility Other Current Public Company Directorships: None | | | | | | | Professional Experience | | | | | | •President, Burnt Mountain Investments, LLC, a single-family investment office (2023-present) •Founding Partner and Chief Investment Officer, Listed Real Assets and Head of Global Real Estate Securities, Invesco Real Estate, a global real estate investment management firm (1990–2022) •Board advisor, Invesco Office J-REIT (Tokyo Stock Exchange: 3298 (2014–2021) •Board advisor, AIM Select Real Estate Income Fund (NYSE: RRE), (2002–2007) •Asset Manager, Comerica Bank (formerly NorthPark National Bank), a financial services company (1989–1990) •Senior Consultant, RealSearch, Inc., a commercial real estate research and consulting firm (1988–1989) •Assistant Vice President, Bank of America (formerly InterFirst Bank) (1982-1988) | | | | | | Private Boards and Community Service | | | | | | •Executive Member, Latino Corporate Directors Association (LCDA) (since 2023) •Member, National Association of Real Estate Investment Trusts (Nareit) (since 1992) •Member, National Association for Business Economics (since 1990) •Member, American Real Estate Society (since 1990) | | | |
Enhanced our leadership team to accelerate our strategic initiatives
| 2024 | Proxy Statement | | 21 |
Enhanced our leadership team to accelerate our strategic initiatives
| | | | | | | | Key Experience and Qualifications | | | | | | | REITs/Real Estate | | Technology/Cybersecurity | | | | Investment & Capital Allocation | | Investor Experience and Perspective | | | Mr. Roy brings to our Board substantial executive, investor, real estate and technology experience. As President and Chief Executive Officer of Realty Income Corporation, he has successfully overseen the rapid growth of the company, which holds a portfolio of over 15,000 properties and investments across the United States and Europe. Prior to Realty Income, Mr. Roy was an Executive Director at UBS Investment Bank, where he was responsible for more than $57 billion in real estate capital markets and advisory transactions, which enables him to contribute to the board his insights into investor perspectives. Drawing from his early career in technology, in each of his roles, Mr. Roy has leveraged technology to create value for stakeholders and investors. | | | | | Sumit Roy Independent Director Director Since: 2022 Age: 54 Committees: Investment Other Current Public Company Directorships: Realty Income Corporation (NYSE: O) (since 2018) | | | | | | | Professional Experience | | | | | | •Realty Income Corporation (NYSE: O), a diversified real estate investment trust •Chief Executive Officer and Director (since 2018) •President (since 2015) •Chief Operating Officer (2014–2018) •Chief Investment Officer (2013–2014) •Senior Vice President, Acquisitions (2011–2013) •Executive Director, UBS Investment Bank, a global investment bank (2004–2011) •Manager, Corporate Finance, MeadWestvaco, a packaging company (2003–2004) •Associate, Technology Investment Banking, Merrill Lynch, a global investment management firm (2001–2003) •Principal, Cap Gemini, an information technology services and consulting company (1994–1999) | | | | | | Private Boards and Community Service | | | | | | •Member of the Executive Board and Governance Committee, National Association of Real Estate Investment Trusts (Nareit) | | | |
Enhanced our leadership team to accelerate our strategic initiatives
| 22 | | 2024 | Proxy Statement |
Enhanced our leadership team to accelerate our strategic initiatives
| | | | | | | | Key Experience and Qualifications | | | | | | | Health Care, Senior Housing & Health Systems | | Risk Management | | | | Strategic Planning | | Public Policy & Regulation | | | Mr. Smith brings over 25 years of experience in fiscal, strategic and operations leadership and risk management in the health insurance industry. Mr. Smith serves as President and CEO of Health Care Service Corp., the fifth largest health insurer in the United States, with annual revenues in excess of $45 billion, more than 24,000 employees and covering over 16 million individuals across its Blue Cross and Blue Shield plans in five states, including Illinois and Texas. | | | | | Maurice S. Smith Independent Director Director Since: 2021 Age: 52 Committees: Audit and Compliance Compensation Other Current Public Company Directorships: Halliburton Company (NYSE: HAL) (since 2023) | | | | | | | Professional Experience | | | | | | •Health Care Service Corporation, a leading health insurer •President and Chief Executive Officer and Vice Chair of the Board of Directors, (since 2020) •President (2019-2020) •Senior Vice President, Business Development and Subsidiary Management (2015) •Divisional Vice President, Business Development and Subsidiary Management (2012-2014) •Vice President, Corporate Transactions and Business Analysis (2011-2012) •Numerous other roles of progressive responsibility (1993-2011) •President, Blue Cross Blue Shield of Illinois, a division of Health Care Service Corporation (2015-2019) | | | | | | Private Boards and Community Service | | | | | | •Director, Federal Reserve Bank of Chicago •Chair of the Board, Prime Therapeutics LLC •Member of the Board of Directors, AHIP •Member of the Board of Directors, Blue Cross and Blue Shield Association | | | |
Enhanced our leadership team to accelerate our strategic initiatives
| | | | | Effective immediately prior to our 2024 Annual Meeting, James D. Shelton will retire from our Board. We extend our sincere gratitude to Mr. Shelton for his service as a director for the past 16 years. |
Enhanced our leadership team to accelerate our strategic initiatives
| 2024 | Proxy Statement | | 23 |
Enhanced our leadership team to accelerate our strategic initiatives
Director Recruitment, Nomination and Succession Planning The Nominating, Governance and Corporate Responsibility Committee regularly reviews the size and composition of the Board on a holistic basis, using the matrix of identified skills, experience and qualifications disclosed above. The Nominating, Governance and Corporate Responsibility Committee considers potential candidates during the course of the year on an ongoing basis as part of our Board refreshment process. In accordance with our Guidelines on Governance (our “Guidelines”), the Nominating, Governance and Corporate Responsibility Committee annually considers and recommends to the Board a slate of director nominees for election at the next annual meeting of stockholders. In making its recommendations, the Nominating, Governance and Corporate Responsibility Committee considers: •high-performing, independent incumbent directors who have indicated a willingness to continue serving on our Board; •candidates, if any, nominated by our stockholders in accordance with the Company’s organizational documents and applicable laws; and •other candidates determined by the Nominating, Governance and Corporate Responsibility Committee. Our Guidelines provide that, in general, director nominees should have one or more of the following qualifications and characteristics: •demonstrated management or technical ability at high levels in successful organizations; •currently or previously employed in positions of significant responsibility and decision-making; •experience relevant to our operations, such as real estate, real estate investment trusts, healthcare, finance or general management; •well-respected in their business and home communities; •time to devote to Board duties; •independent from us and not related to our other directors or employees; •integrity; •independence; •leadership ability, and a proven record of accomplishment; •personal commitment of time and effort; •expertise in business, professional, academic, political or community affairs; •willingness to evaluate, challenge and stimulate; and •candor. In evaluating and recruiting director nominees and candidates, the Nominating, Governance and Corporate Responsibility Committee considers each potential nominee's skill set, demonstrated business acumen and experience, alignment with the Company's stockholder value-creation strategy, outside commitments and ability to contribute sufficient time to the Board's discussion and decision-making process as part of their service on the Board. The Nominating, Governance and Corporate Responsibility Committee also evaluates each potential nominee or candidate's independence and any actual or potential conflicts of interest. Nominees and candidates must have a reputation for integrity, honesty and adherence to the highest standards of professional and personal ethics. In general, the Nominating, Governance and Corporate Responsibility Committee seeks to include on the Ventas Board a complementary mix of individuals with diverse backgrounds, knowledge and viewpoints responsive to the broad set of challenges that the Company confronts. Among other things, the Nominating, Governance and Corporate Responsibility Committee considers age, gender, racial and ethnic demographics and other diversity factors when recruiting and evaluating nominees and candidates. Our directors are expected to be active participants in governing our enterprise. The Nominating, Governance and Corporate Responsibility Committee seeks to recommend nominees who have adequate time to devote to Board activities, recognizing that public company boards of directors command a significant portion of directors’ time. Accordingly, the Company maintains an overboarding policy that prohibits anyone who serves as a Chief Executive Officer of a public company from simultaneously serving on more than two public company boards in addition to the Company’s Board and prohibits all other directors from simultaneously serving on more than four public company boards in addition to the Company’s Board. The Company also prohibits Audit and Compliance Committee members from simultaneously serving on more than two additional public company audit committees.
Enhanced our leadership team to accelerate our strategic initiatives
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Enhanced our leadership team to accelerate our strategic initiatives
No single factor or group of factors is necessarily dispositive of whether a candidate will be recommended by our Nominating, Governance and Corporate Responsibility Committee. The Committee will consider candidates recommended by stockholders and applies these same standards in evaluating individuals in that context. Candidates recommended by stockholders must meet the criteria and qualifications described above. Stockholders may submit recommendations to our Corporate Secretary at our principal executive offices at 353 North Clark Street, Suite 3300, Chicago, Illinois 60654. Director nominations by our stockholders must follow the procedures described in the “Additional Information—Submission of Stockholder Proposals and Other Items for 2025 Annual Meeting” section of this Proxy Statement. Refreshment and Succession Planning The Board is committed to effective succession planning and a rigorous, ongoing refreshment program. The average tenure of our independent director nominees is approximately five years as of the date of the 2024 Annual Meeting. Including our CEO, the average tenure is approximately seven years as of the date of the 2024 Annual Meeting. Our Nominating, Governance and Corporate Responsibility Committee monitors the average tenure of our directors and seeks to achieve a variety of director tenures in order to benefit from long-tenured directors’ institutional knowledge and newly elected directors’ fresh perspectives. Since the beginning of 2019, we have appointed seven new directors to the Board of Directors. James D. Shelton, our Lead Independent Directors and a valued director who has served on the Board since 2008, will not be standing for re-election at the 2024 Annual Meeting. The independent members of Board have selected Roxanne M. Martino as the Company's Lead Independent Director, effective immediately following the 2024 Annual Meeting. On March 4, 2024, we continued the ongoing refreshment of the Board with the appointment of Theodore R. Bigman and Joe V. Rodriguez, Jr. as directors. Mr. Bigman was identified as a candidate as a result of the Company's receipt of a nomination notice from its shareholder, Land & Buildings Investment Management. Mr. Rodriguez was identified as a candidate by a third-party search firm retained by the Nominating, Governance and Corporate Responsibility Committee. In its annual review of the Board’s composition, the Nominating, Governance and Corporate Responsibility Committee considers succession planning in light of factors such as skills, experience and qualifications needed, the Company’s strategy, director feedback (including from the annual Board self-evaluation), stockholder perspectives shared during our annual engagement process and upcoming retirements and other potential departures. The Nominating, Governance and Corporate Responsibility Committee conducts an enhanced evaluation of any director with more than fifteen (15) years of service on the Board and provides the Board with a detailed explanation as to the determinative factors for nominating such director for another term if the Committee recommends that such candidate be nominated for election.
Enhanced our leadership team to accelerate our strategic initiatives
| 2024 | Proxy Statement | | 25 |
Enhanced our leadership team to accelerate our strategic initiatives
Director Recruitment Our Nominating, Governance and Corporate Responsibility Committee has the authority to identify, consider and recommend candidates to the Board. An overview of the Board’s director recruitment process is provided below:
Enhanced our leadership team to accelerate our strategic initiatives
| Evaluate Board Composition | The Nominating, Governance and Corporate Responsibility Committee periodically reviews Board composition and the skills, experience and qualifications held by existing directors and those sought in candidates, considering the needs of the Board in light of the Company’s strategy, director feedback (including from the annual Board self-evaluation), stockholder perspectives and upcoming retirements and other potential departures. | | | | | Identify Candidates | Based on its assessment of Board composition, the Nominating, Governance and Corporate Responsibility Committee identifies a candidate profile to guide the Committee’s search and may retain a third-party search firm to assist in identifying and evaluating candidates. Candidates may also be recommended by our stockholders, existing directors, advisors and other sources. | | | | | Assess Candidates | Candidates are assessed against the criteria outlined in “—Director Recruitment, Nomination and Succession Planning” and the skills, experience and qualifications shown in “Board Nominees— Director Nominees Skills, Experience, Qualifications and Attributes Matrix,” as well as the future needs of the Board, including succession planning. The Committee, with the assistance of the Corporate Secretary, reviews candidates for independence and potential conflicts. | | | | | Interview Candidates | Qualified top candidates are interviewed by members of the Nominating, Governance and Corporate Responsibility Committee and other Board members, as appropriate. In some cases, candidates are also screened by search firms and interviewed by members of management. | | | | | Recommend Candidates | The Nominating, Governance and Corporate Responsibility Committee recommends candidates to the Board for appointment or nomination for election. | | | | | Stockholder Vote | Stockholders vote on director nominees at the annual meeting of stockholders. |
Enhanced our leadership team to accelerate our strategic initiatives
| Seven New Directors Added Since 2019 | | | | | | | | Ethnic and gender diversity | | Expertise in investor perspectives | | All independent | | | Expertise in investments, finance, accounting, life sciences, technology, research and innovation, healthcare and REITs | | | | |
Enhanced our leadership team to accelerate our strategic initiatives
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Enhanced our leadership team to accelerate our strategic initiatives
Independence Our Guidelines require that at least a majority of the members of our Board meet the criteria for independence under the rules and regulations of the New York Stock Exchange (“NYSE”). For a director to be considered independent under the NYSE’s listing standards, the director must satisfy certain tests, and the Board must affirmatively determine that the director has no direct or indirect material relationship (other than as a director) with us. Not less than annually, our Board evaluates the independence of each non-management director on a case-by-case basis by considering any matters that could affect their ability to exercise independent judgment in carrying out the responsibilities of a director, including all transactions and relationships between that director, members of their family and organizations with which that director or their family members have an affiliation, on the one hand, and us, our subsidiaries and our management, on the other hand. The Board has affirmatively determined that all of the Company’s current directors and directors who served during 2023, with the exception of Ms. Cafaro, are independent under the NYSE’s listing standards based on its most recent review, which applied the standards described above. Under the NYSE listing standards, Ms. Cafaro is not considered independent due to her employment as our CEO. The Board has also determined that: •all of the members of the Audit and Compliance Committee are independent under the applicable rules of the NYSE the Securities and Exchange Commission (“SEC”) respectively; and •all of the members of the Compensation Committee are independent, non-employee directors, under the applicable rules of the NYSE and the SEC respectively. In determining that Mr. Lustig is independent, the Board considered that he is employed by Lazard Frères & Co. LLC ("Lazard"), a financial institution that, with its affiliates, has from time to time provided financial advisory and investment banking services in the ordinary course of business to the Company and its subsidiaries, for which Lazard has received customary compensation, fees and expense reimbursement. The Board did not believe that the Company’s relationship with Lazard impacted the independence of Mr. Lustig for the following reasons: •Lazard is a large multi-national financial institution with which the Company had a commercial relationship for many years prior to Mr. Lustig’s appointment to the Board; •amounts paid by the Company to Lazard for the services described above represent an immaterial percentage of Lazard’s gross revenues; and •Mr. Lustig is not involved in providing the services described above, either directly or indirectly, does not derive any specific benefits in the form of direct compensation tied to the amounts paid by the Company to Lazard for such services and such amounts are well below the amounts that would preclude a finding of independence under the NYSE listing standards and are otherwise immaterial to Mr. Lustig. In March, 2024, the Board adopted a policy that states that the Company will not engage any entity that employs a director on a full-time basis to provide financial advisory or investment banking services with respect to any acquisition, disposition, restructuring, joint venture or other transactional matter. Such policy is not intended to preclude the Company from engaging any such entity for other purposes, such as to provide routine or administrative services in connection with the Company’s workforce compensation or benefit programs, subject to compliance with any other applicable policies of the Company, including those governing related party transactions. Director Resignation Policy In accordance with our Director Resignation Policy, our Board will nominate an incumbent director for election only if the director agrees that, in the event the director fails to receive a majority of votes cast in an uncontested election at our annual meeting, they will tender an irrevocable resignation that will be effective upon acceptance by the Board. If an incumbent director fails to receive a majority of votes cast in an uncontested election at our annual meeting, our Nominating, Governance and Corporate Responsibility Committee will act on an expedited basis to determine whether to recommend acceptance or rejection of the director’s resignation and submit its recommendation for prompt consideration by the Board. Our Board will act on the Nominating, Governance and Corporate Responsibility Committee’s recommendation and publicly disclose its decision regarding the tendered resignation by filing a Current Report on Form 8-K with the SEC no later than 90 days following certification of the election results.
Enhanced our leadership team to accelerate our strategic initiatives
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Enhanced our leadership team to accelerate our strategic initiatives
Director Retirement Under our Guidelines, a non-management director is required to retire at the first annual meeting of stockholders following their 75th birthday. On the recommendation of our Nominating, Governance and Corporate Responsibility Committee, our Board may waive this requirement if it deems a waiver to be in our best interests and the best interests of our stockholders. Annual Board Self-Evaluation The Board recognizes that a robust and constructive evaluation process is an essential component of good corporate governance and Board effectiveness. The Board and each of its committees conduct self-evaluations through completion of written questionnaires related to their performance on an annual basis. Through this process, directors provide feedback and assess Board, committee and director performance, including areas where the Board believes it is functioning effectively and areas where the Board believes it can improve. The Nominating, Governance and Corporate Responsibility Committee supervises the annual self-evaluations and uses various processes to solicit feedback, including periodic interviews conducted by the Chair of the Nominating, Governance and Corporate Responsibility Committee with each of the other directors. The Board and each committee review and discuss the evaluation results, take this information into account when assessing the qualifications of the Board and use the feedback to develop changes to enhance Board and committee effectiveness as appropriate. Director Orientation and Continuing Education New directors typically participate in an orientation coordinated by the Nominating, Governance and Corporate Responsibility Committee and management. New directors engage with senior management to review the Company’s strategic plans, significant financial, accounting and risk management matters, compliance programs, corporate governance practices, key policies, principal officers, internal and independent auditors and other key service providers. We provide new directors with written materials to supplement the management meetings to permit them to further understand our business and industry. Informally, our directors also meet individually with new directors as part of the new director onboarding. We expect our directors to be well informed about the Company’s business, the competitive landscape in which the Company operates and issues currently affecting the Company, the healthcare and life science, research and innovation industries, the real estate investment trust industry, matters of corporate governance and the broader economy. Because our Board believes that ongoing director education is vital to the development of best practices and helps directors fulfill their fiduciary duties to the Company’s stockholders, directors are encouraged to participate in continuing education programs. The Company covers the fees, costs and expenses associated with attendance at one director education program per year for each director.
Enhanced our leadership team to accelerate our strategic initiatives
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Enhanced our leadership team to accelerate our strategic initiatives
Our Corporate Governance Framework Commitment to Strong Governance Practices
Enhanced our leadership team to accelerate our strategic initiatives
| Accountability to Stockholders | Director Commitment | | •Annual Board Elections •Majority Vote in Uncontested Director Elections with Director Resignation Policy •Stockholders’ Right to Act by Written Consent •Proxy Access Provided for in Our Organizational Documents | •Overboarding Policy: No More than Two Additional Public Company Boards for Directors Who Are Executive Officers of Public Companies (including our CEO) and Four Additional Public Company Boards for All Other Directors •Audit Committee Overboarding Policy: No More than Two Additional Public Company Audit Committees •Board and Committees Meet Regularly •Directors Attended More Than 75% of Meetings of the Board and the Committees on Which They Sat | | Board Independence | | | •All Directors Except CEO are Independent •All Board Committees Are 100% Independent •Lead Independent Director •Independent Directors Meet Without Management (generally at every meeting) | |
Enhanced our leadership team to accelerate our strategic initiatives
| Director Diversity, Refreshment & Tenure | | •Strong Track Record of Refreshment with 58% of Independent Directors on the Board for <6 years •Seven New Board Members since the beginning of 2019 •One-third of director nominees are Women; the Board Chair, incoming Lead Independent Director and two of the Board’s Three NYSE-Required Committees Chaired by Women •One-third of director nominees are Ethnically Diverse •Mandatory Retirement Age: 75 |
Enhanced our leadership team to accelerate our strategic initiatives
| Alignment with Stockholder Interests | Board Performance | | •Annual Director Equity Grants •Robust Director and Executive Officer Stock Ownership Guidelines •Anti-Hedging and Anti-Pledging Policy •Commitment to Corporate Sustainability •Board- and Committee-level Oversight of Corporate Responsibility, ESG and Human Capital Management | •Annual Board and Committee Evaluations •Annual Committee and Committee Chair Rotation Evaluation Process •Annual Assessment of Board Leadership Structure and Election of Lead Independent Director •Board Orientation for New Directors •Continuing Director Education |
Enhanced our leadership team to accelerate our strategic initiatives
Corporate Governance Guidelines Our Guidelines reflect the fundamental corporate governance principles by which our Board and its committees operate. They set forth general practices the Board and its committees follow with respect to structure, function, organization, composition and conduct. These Guidelines are reviewed at least annually by the Nominating, Governance and Corporate Responsibility Committee and are updated periodically in response to changing regulatory requirements, evolving corporate governance practices, input from our stockholders and otherwise as circumstances warrant. Independent Compensation Advisor The Compensation Committee has retained an independent compensation advisor, Semler Brossy Consulting Group (“Semler Brossy”), to provide advice regarding the overall executive and non-employee director compensation programs, including (i) selecting appropriate peer companies for benchmarking purposes; (ii) setting base salaries and incentive award opportunities; (iii) establishing and evaluating achievement of applicable performance measures and related goals under our incentive plans; (iv) determining annual cash and long-term equity incentive awards for our executive officers; and (v) setting cash and equity award levels for our non-employee directors. Semler Brossy reports to the Compensation Committee and received no fees from us that were unrelated to its role as advisor to our Board and its committees during the year ended December 31, 2023. The Compensation Committee annually reviews the scope of work provided by Semler Brossy, as required under the Compensation Committee Charter. After considering the specific independence factors set forth in Rule 10C-1 under the Securities Exchange Act of 1934 (the "Exchange Act") and all other relevant facts and circumstances, the Compensation Committee concluded in its reasonable business judgment that Semler Brossy met the independence criteria and determined that Semler Brossy’s work for the Board and its committees raised no conflict of interest. Transactions with Related Persons We did not have any related persons transactions during 2023. Our Guidelines on Transactions with Related Persons and our Global Code of Ethics and Business Conduct outline our standards and procedures regarding transactions with related persons. Any transaction involving us in which any of our directors, officers or 5% or greater stockholders (or their immediate family members) has a direct or indirect material interest must be approved or ratified by the Audit and Compliance Committee, the disinterested members of our Board or, in certain limited circumstances, the Chair of our Audit and Compliance Committee. Our directors, officers and employees are required to disclose any existing or proposed transaction in which they have a personal interest, or in which there is or might appear to be a conflict of interest, to our General Counsel in writing. Our General Counsel reviews these matters with the Lead Independent Director to determine whether the transaction raises a conflict of interest that warrants review and approval by the Audit and Compliance Committee or the disinterested members of the Board. In determining whether to approve or ratify a transaction, the Audit and Compliance Committee or disinterested members of the Board consider all relevant facts and circumstances and such other information as they deem appropriate, based on the information available to them. Prohibition on Hedging and Pledging of Our Securities Our Securities Trading Policy includes restrictions on both hedging and pledging of Company securities. Specifically, the policy: •prohibits our directors, executive officers and employees and certain of their related persons from buying or selling any put or call options, warrants or similar derivative instruments with respect to Company securities, or any other financial instruments that are designed to hedge or offset any decrease in the market value of Company securities; •prohibits directors, executive officers and employees from engaging in “short sales” with respect to Company securities; and •prohibits our directors and executive officers from holding our securities in margin accounts or otherwise pledging our securities to secure loans. No director or executive officer hedged, pledged or held our securities in margin accounts at any time during 2023.
Enhanced our leadership team to accelerate our strategic initiatives
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Enhanced our leadership team to accelerate our strategic initiatives
Codes of Ethics, Human Rights and Vendor Code of Conduct Our Global Code of Ethics and Business Conduct sets forth the legal and ethical standards for conducting our business. All of our directors and employees, including our CEO, our CFO and the directors, officers and employees of our subsidiaries must comply with our Global Code of Ethics and Business Conduct and the policies that support it. Our Global Code of Ethics and Business Conduct covers significant areas of professional conduct, including employment practices, conflicts of interest, unfair or unethical use of corporate opportunities, protection of confidential information and other Company assets, compliance with applicable laws and regulations, political activities and other public policy matters and proper and timely reporting of financial results. See also “— Public Policy Matters.” Our Human Rights Policy reflects our commitment to upholding human dignity and equal opportunity in all of our business functions under principles outlined in the United Nation’s Universal Declaration of Human Rights. Our Vendor Code of Conduct is designed to educate our suppliers about our expectations for ethical and responsible business dealings, including upholding human rights, protecting health and safety and pursuing environmental sustainability. Our expectation is that our vendors will treat people with respect and dignity, encourage diversity, promote equal opportunity for all and create an ethical and inclusive culture. Our Global Code of Ethics and Business Conduct, Human Rights Policy and Vendor Code of Conduct are available in the Corporate Governance section of our website (which is not a part of the Proxy Statement) at www.ventasreit.com. We also provide copies of our Global Code of Ethics and Business Conduct, Human Rights Policy and Vendor Code of Conduct, without charge, upon request to our Corporate Secretary at our principal executive offices at 353 North Clark Street, Suite 3300, Chicago, Illinois 60654. Public Policy Matters We are committed to ethical business conduct. In our Global Code of Ethics and Business Conduct, our Global Anti-Corruption Policy and our Political Contribution, Expenditure and Activity Policy, we have established policies and practices with respect to political contributions and other public policy matters. Our funds, assets and other resources may not be used to make a political contribution to any state or local government official or candidate or any SuperPACs. If approved in advance in writing by the Company’s General Counsel, Ventas funds, assets and other resources may from time to time be used to support a political action committee or other political organization or a charity or non-profit organization at the request of a state or local governmental official or candidate, in each case to the extent permitted by law and not otherwise prohibited by our policies. On an annual basis, we publish a list disclosing our use of corporate funds for direct lobbying at the federal level, membership dues to certain industry groups or trade associations and payments to 501(c)(4) organizations for the purpose of writing and endorsing model legislation. Certain officers and other employees who support our Ventas Investment Management business are subject to additional restrictions, certifications and training requirements with respect to political contributions, expenditures and activities. Board Leadership Structure Our Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide effective oversight of management and a fully engaged, high-functioning Board. The Board understands that no single approach to Board leadership is universally accepted and that the appropriate leadership structure may vary based on a company’s size, industry, operations, history and culture. Consistent with this understanding, our Board, led by our independent Nominating, Governance and Corporate Responsibility Committee, annually assesses its leadership structure in light of our operating and governance environment at the time to achieve the optimal model for us and for our stockholders. Chairman The Chairman of the Board is elected annually by the independent directors at the first Board meeting following the election of directors at the Company’s annual meeting of stockholders.
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Enhanced our leadership team to accelerate our strategic initiatives
Ms. Cafaro has served as CEO and Chairman of the Board since 2003, and our Board continues to believe that her combined role is most advantageous to us and our stockholders. Following its most recent assessment of its leadership structure, the Board determined that our existing leadership structure — under which our CEO also serves as Chairman of the Board and a Lead Independent Director assumes specific responsibilities on behalf of the independent directors — is effective, provides the appropriate balance of authority between those persons charged with overseeing our Company and those who manage it on a day-to-day basis and achieves the optimal governance model for us and for our stockholders. Ms. Cafaro possesses extensive knowledge of the issues, opportunities and risks facing us, our business and our industry and has consistently demonstrated the vision and leadership necessary to focus the Board’s time and attention on the most critical matters and to facilitate constructive dialogue among Board members on strategic issues. Moreover, the combined roles enable decisive leadership, clear accountability and consistent communication of our message and strategy to all of our stakeholders. These leadership attributes are uniquely important to our Company given the value to our business of opportunistic capital markets execution, our history of rapid and significant growth and our culture of proactive engagement and risk management. Lead Independent Director Our Guidelines require that our independent directors annually elect one independent director to serve as Lead Independent Director if the Chairman is not an independent director. On March 4, 2024, Mr. Shelton, who has served as our Lead Independent Director since 2016, notified the Board that he would not stand for reelection at the Company's 2024 Annual Meeting. Upon receipt of Mr. Shelton's notice, the Nominating, Governance and Corporate Responsibility Committee reviewed the notice and recommended that the Board accept it. Following the acceptance of Mr. Shelton's notice, the Board then resolved that Roxanne M. Martino be appointed as the Company's Lead Independent Director, effective immediately following the 2024 Annual Meeting.
Enhanced our leadership team to accelerate our strategic initiatives
| Annual Election Elected annually by the independent directors Service Expected Generally expected to serve for more than one year | Specific Responsibilities: | | | •Presiding at all meetings of our Board at which the Chairman is not present, including executive sessions and all other meetings of the independent directors, developing topics for discussion at such executive sessions or meetings, and coordinating feedback and follow-up, as appropriate, with the Chairman, the Chief Executive Officer, the chairs of relevant Board Committees and other directors as applicable regarding matters discussed •Serving as liaison among the Chairman, the Chief Executive Officer and the independent directors •Advising as to the information needs of the Board, the appropriate scope, quality, and timeliness of the flow of information to the Board and approving meeting agendas and schedules for the Board in coordination with the Chairman and Chief Executive Officer •Authority to call meetings (including executive sessions) of the independent directors •Assisting the Board and management in promoting corporate governance best practices at the Company, in coordination with the Chairman, Chief Executive Officer and the Nominating, Governance and Corporate Responsibility Committee •Supporting the annual self-evaluation of the Board, providing guidance on the ongoing development of directors and supporting the succession planning of the Chief Executive Officer, in each case, in coordination with the Nominating, Governance and Corporate Responsibility Committee •Overseeing directors’ annual evaluation of the performance of the Chief Executive Officer •Available for consultation and direct communication with stockholders •Reviewing with our General Counsel potential conflicts of interest and other corporate governance matters •Performing such additional duties as may be assigned from time to time by the independent directors or the Board |
Enhanced our leadership team to accelerate our strategic initiatives
| 32 | | 2024 | Proxy Statement |
Enhanced our leadership team to accelerate our strategic initiatives
Board Roles and Responsibilities Overview Our directors provide guidance and strategic oversight to management and review and regularly monitor the effectiveness of the Company’s financial and business plans, policies and decisions, including the execution of its strategies and objectives. The Board is responsible for, among other things: •overseeing the Company’s strategy, including major financial objectives, plans and actions; •overseeing and evaluating the Company’s performance and management of the Company’s business; •overseeing the processes established by management to assess, monitor and mitigate the major risks facing the Company; •nominating, compensating and evaluating directors; •selecting, compensating, evaluating and, when necessary, replacing the CEO and other executive officers and overseeing compensation policies generally applicable to employees of the Company; •overseeing the implementation of policies and procedures designed to ensure legal and ethical conduct of the Company’s business activities, strong internal controls and fiscal accountability; •making provision for a succession plan for the CEO and other executive officers; and •evaluating the Board’s and its committees’ structure, processes and performance. Board Meetings
Enhanced our leadership team to accelerate our strategic initiatives
| Our Board held a total of eleven meetings during 2023. Each of our incumbent directors attended more than 75% of the total meetings of the Board and the Board committees on which they served during 2023; average attendance was 92%. We strongly encourage, but do not require, directors to participate in our annual meetings of stockholders. Ten of the eleven directors who were nominated for election at our 2023 Annual Meeting of Stockholders participated in that meeting. |
Enhanced our leadership team to accelerate our strategic initiatives
| Director Attendance 2023 Average |
Enhanced our leadership team to accelerate our strategic initiatives
Regular Executive Session Our independent directors meet in executive session, outside the presence of management, at each regularly scheduled quarterly Board meeting and committee meeting, and at other times as necessary or desirable. The Lead Independent Director chairs all regularly scheduled executive sessions of the Board and all other meetings of the independent directors. Risk Management Management has primary responsibility for identifying and managing our exposure to risk, subject to active oversight by our Board of the processes we establish to assess, monitor and mitigate that exposure. The Board, directly and through its committees, routinely discusses our significant enterprise risks with management and reviews the guidelines, policies and procedures we have in place to manage those risks. At Board and committee meetings, directors engage in analyses and dialogue regarding specific areas of risk, including our enterprise risk management process. These discussions enable our Board to focus on the strategic, financial, operational, legal, regulatory and other risks that we believe are most significant to us and our business and ensures that our enterprise risks are well understood, mitigated to the extent reasonable and consistent with the Board’s view of our risk profile and risk tolerance. As part of management’s enterprise risk management process, management briefs the Audit and Compliance Committee on information security and cybersecurity risks and our programs to manage those risks at least annually. Management identifies and assesses information security risks using industry practices aligned to recommendations from the National Institute of Standards and Technology and engages independent security firms to
Enhanced our leadership team to accelerate our strategic initiatives
| 2024 | Proxy Statement | | 33 |
Enhanced our leadership team to accelerate our strategic initiatives
conduct periodic penetration tests in order to identify and remediate vulnerabilities. The Company has not experienced any material information security breaches in the last three years and, as such, has not incurred any expenses related to information security breaches in the last three years. Additional information regarding the Company's approach to cybersecurity can be found in the Company's Annual Report on Form 10-K for the year ended December 31, 2023. The Company believes it is adequately insured against losses related to a potential information security breach. In addition to the overall risk oversight function administered directly by our Board, each of our Audit and Compliance, Compensation, Investment and Nominating, Governance and Corporate Responsibility Committees exercises its own oversight related to the risks associated with their particular responsibilities:
Enhanced our leadership team to accelerate our strategic initiatives
| Audit and Compliance Committee | | •Reviews financial, accounting, public reporting and internal control risks and the mechanisms through which we assess and manage risk •Discusses with management the Company’s major financial risk exposures and steps taken to monitor and control such exposures, including the Company’s risk assessment and risk management processes •Reviews the Company’s information security, cybersecurity and ethics and compliance risks •Reviews conflict of interest, related party and other similar matters and oversees risks associated with such matters | | Compensation Committee | | •Evaluates whether our compensation policies and practices, as they relate to both executive officers and employees generally, encourage excessive risk-taking •Reviews risks and associated risk management activities related to human capital management | | Investment Committee | | •Oversees certain transaction-related risks, including the review of transactions in excess of certain thresholds | | Nominating, Governance and Corporate Responsibility Committee | | •Reviews risks related to corporate governance, Board effectiveness and succession planning •Evaluates risks associated with non-executive director independence, when applicable |
Enhanced our leadership team to accelerate our strategic initiatives
The chair of each committee reports to the full Board at each regularly scheduled Board meeting and other times as appropriate, including regarding risk matters considered by the committee. Our Board believes that this division of responsibilities is the most effective approach for identifying and addressing risk. Through Ms. Cafaro’s combined role as CEO and Chairman, our Board leadership structure appropriately supports the Board’s role in risk oversight by facilitating prompt attention by the Board and its committees to the significant enterprise risks identified by management in our day-to-day operations. Human Capital Risk Management The Compensation Committee oversees certain human capital matters, including select DE&I efforts and goals. We report on human capital matters at each regularly scheduled meeting of our Compensation Committee and at least annually to the Board. The most significant human capital measures and objectives that we focus on include talent attraction and retention and development, culture, DE&I and health, safety and wellness.
Enhanced our leadership team to accelerate our strategic initiatives
| 34 | | 2024 | Proxy Statement |
Enhanced our leadership team to accelerate our strategic initiatives
Compensation Risk Assessment As part of its risk oversight role, our Compensation Committee annually considers, together with its independent compensation consultant, Semler Brossy, whether our compensation policies and practices for all employees, including our executive officers, create risks that are reasonably likely to have a material adverse effect on our Company. In conducting its risk assessment, the Compensation Committee reviewed a report prepared by management regarding our existing compensation plans and programs, in the context of our business risk environment. In its review, the Compensation Committee noted several design features of our compensation programs that reduce the likelihood of excessive risk-taking, including the following: •review and approval by the Compensation Committee, which is composed solely of independent directors (and in the case of the CEO, the independent members of the Board) of the compensation structure, plan and awards for our executive officers and the aggregate value of awards for other employees; •advice of an independent compensation consultant on executive compensation levels and program design; •regular review of comparative compensation data to maintain competitive compensation levels in light of our industry, size and performance; •a balanced mix of compensation with a strong emphasis on variable compensation and long-term equity awards; •incentive award opportunities that (i) do not provide minimum guaranteed payouts, (ii) have capped payouts and (iii) are based on a range of performance outcomes; •equity compensation—in the form of Performance Stock Units or Restricted Stock Units—awards that provide strong incentive to create and preserve long-term stockholder value and discourage excessive risk-taking; •performance measures used for incentives that are based on our business strategy and often in tension with each other in order to balance risk, such as goals to promote FFO growth and maintain a strong balance sheet; •longer-term time-based awards that further align management to stockholder interests and discourage excessive risk-taking in pursuit of shorter-term financial objectives; •equity incentive awards granted for future performance with multi-year vesting schedules/performance periods to enhance retention, discourage excessive risk-taking in pursuit of shorter-term financial objectives and further align executive and stockholder interests; and •other policies, such as executive stock ownership guidelines, our recoupment policy and prohibition on hedging and pledging activities that further align executive and stockholder interests. Based on its evaluation, the Compensation Committee has determined, in its reasonable business judgment, that our compensation practices and policies for all employees do not create risks that are reasonably likely to have a material adverse effect on our Company and instead promote behaviors that support long-term sustainability and stockholder value. Management Succession Planning The Nominating, Governance & Corporate Responsibility Committee leads, and the Board oversees and reviews at least annually, a robust short- and long-term succession planning process for our senior management team, including our CEO. In assessing possible CEO candidates, our independent directors identify the skills, experience and attributes they believe are required to be an effective leader in light of the Company’s strategic plan, business opportunities and challenges. The Board employs a similar approach with respect to evaluating possible candidates for other senior management positions. In general, the Board’s management succession planning is designed to anticipate both “planned” successions, such as those arising from anticipated retirements, and unplanned succession events, including emergencies and a range of other potential contingencies. Our Board has adopted an emergency succession plan to facilitate the transition to both interim and long-term leadership in the event of an unexpected vacancy in the position of CEO. The CEO and Chief Human Resources Officer support the annual succession plan review conducted by the Nominating, Governance & Corporate Responsibility Committee by providing information about each executive role and succession scenarios, including an overview of each potential successor’s experience and potential, readiness assessment and planned leadership development opportunities. The independent members of the Board also regularly interact with executives across several leadership levels of Ventas through management presentations at the Board meetings and other informal events to form their own independent assessment of senior leaders. Both the Nominating, Governance and Corporate Responsibility Committee and the Board also regularly review strength and gaps in the executive and senior management team and their organizations with the Company’s long-term strategy and goal of optimizing performance in mind. When appropriate, action plans are identified and executed to drive performance, enhance organizational resilience and support succession planning, including for the CEO. We engage third party experts where appropriate to bring additional insights to, and facilitate, succession planning, conduct assessments and provide coaching and development to executives and others in cases where the Company and the employee will benefit.
Investment Committee
(1)Non-employee directors are generally paid their cash retainers quarterly in advance. Pursuant to our Non-Employee Directors’ Cash Compensation Deferral Program, non-employee directors may elect to defer receipt of all or a portion of their cash retainers and meeting fees. Deferred fees are credited to each participating director in the form of stock units, based on the fair market value of our common stock on the deferral date. (2)Each member of the Board or a Committee receives an additional fee per meeting if the number of Board meetings exceeds eight per year or the number of meetings of the applicable Committee exceeds six per year. (3)Annual Restricted Stock Unit awards vest on the first anniversary of the date of grant or, if earlier, the next annual meeting date. Directors may defer receipt of the underlying shares beyond the vesting date pursuant to the Non-Employee Directors’ Equity Deferral Program adopted pursuant to the Ventas, Inc. 2022 Incentive Plan.
Investment Committee
Our Compensation Committee is responsible for annually reviewing the amount and types of compensation to be paid to our non-employee directors and recommending any changes to our non-employee director compensation program for approval by our Board. As part of its annual review, the Compensation Committee may consider (i) the director compensation levels of the Company’s peer group of companies and (ii) director compensation levels at competing S&P 500 companies and other relevant compensation and benchmarking information contained in surveys compiled by Nareit, Spencer Stuart or the National Association of Corporate Directors. The Compensation Committee did not recommend any changes to director compensation for 2024. 2023 Non-Employee Director Compensation Table The following table sets forth the compensation awarded or paid to, or earned by, each of our non-employee directors during 2023:(1)
Investment Committee
| Name | Fees Earned or Paid in Cash(2) | Stock Awards(3) | Total | | Melody C. Barnes | $131,500 | $174,991 | $306,491 | | Michael J. Embler | 148,000 | 174,991 | 322,991 | | Matthew J. Lustig | 125,000 | 174,991 | 299,991 | | Roxanne M. Martino | 154,500 | 174,991 | 329,491 | | Marguerite M. Nader | 149,500 | 174,991 | 324,491 | | Sean P. Nolan | 148,000 | 174,991 | 322,991 | | Walter C. Rakowich | 151,500 | 174,991 | 326,491 | | Robert D. Reed | 70,000 | — | 70,000 | | Sumit Roy | 129,500 | 174,991 | 304,491 | | James D. Shelton | 173,000 | 174,991 | 347,991 | | Maurice S. Smith | 153,000 | 174,991 | 327,991 |
Investment Committee
(1)Mr. Bigman and Mr. Rodriguez are not listed in the table as they were not directors of the Company in 2023 and did not earn or receive any compensation from the Company in 2023. (2)The amounts shown in the Fees Earned or Paid in Cash column reflect quarterly retainer and meeting fees described above under “—Elements of Non-Employee Director Compensation.” Of the amounts shown in this column, the following directors elected to defer all or a portion of their retainer and meeting fees pursuant to our Non-Employee Directors’ Cash Compensation Deferral Plan and were credited with the following stock units: Mr. Lustig, $125,000 or 2,817 units; Ms. Martino, $154,500 or 3,477 units; Mr. Roy, $129,500 or 2,914 units; Mr. Shelton, $86,500 or 1,949 units and Mr. Smith $153,000 or 3,444 units. (3)The amounts shown in the Stock Awards column represent the full grant date fair value of shares of restricted stock or restricted stock units (excluding stock units credited in lieu of retainer and meeting fees) granted to each non-employee director in 2023, calculated by multiplying the number of shares awarded by the closing price of a share of Company common stock on the grant date, in accordance with FASB guidance regarding fair value provisions for share-based awards. Directors Barnes, Embler, Lustig, Martino, Nader, Nolan, Rakowich, Roy, Shelton and Smith received an annual stock grant on May 16, 2023. Mr. Reed retired from the Board of Directors effective May 16, 2023 and did not receive a stock award in 2023. Directors are generally entitled to dividends paid on unvested shares of restricted stock and dividend equivalents on vested and unvested restricted stock units. As of December 31, 2023, the aggregate number of unvested shares of restricted stock and restricted stock units held by each non-employee director was as follows:
Investment Committee
| Name | Unvested Shares of Restricted Stock and Restricted Stock Units | | Melody C. Barnes | 5,363 | | Michael J. Embler | 5,641 | | Matthew J. Lustig | 5,363 | | Roxanne M. Martino | 5,363 | | Marguerite M. Nader | 5,363 | | Sean P. Nolan | 5,363 | | Walter C. Rakowich | 5,363 | | Robert D. Reed | — | | Sumit Roy | 5,189 | | James D. Shelton | 5,363 | | Maurice S. Smith | 5,363 |
Investment Committee
Minimum Stock Ownership Guidelines for Non-Employee Directors Our minimum stock ownership guidelines require each non-employee director to maintain a minimum number of shares of our common stock with a value not less than five times the current annual cash retainer (currently $110,000) paid to such director for service on our Board (excluding, among other things, any additional retainer paid for service as a committee member or committee chair or the Lead Independent Director). Each non-employee director must satisfy the minimum stock ownership levels within five years from the date that they first become subject to the guidelines (or, upon any increase in the annual cash retainer, within five years from the date of such increase). Until a non-employee director satisfies the minimum stock ownership guidelines, they must retain 100% of the shares of our common stock or stock units granted to them as compensation. All of our non-employee directors are currently in compliance with these guidelines, after taking into consideration the transition period for new directors.
Investment Committee
| 44 | | 2024 | Proxy Statement |
Investment Committee
Our Executive Officers Set forth below is certain biographical information about our executive officers. Ages shown for all executive officers are as of the date of the 2024 Annual Meeting.
Investment Committee
| | | | | Ms. Cafaro has been our Chief Executive Officer and a director since 1999 and Chairman of our Board of Directors since 2003. She also served as our President from 1999 to November 2010. Ms. Cafaro’s biographical information appears under “Director Nominees” on page 14. | | Debra A. Cafaro, 66 Chairman and Chief Executive Officer | | | | | | | Mr. Probst has been our Executive Vice President and Chief Financial Officer since October 2014. As a member of the Ventas executive leadership team, Mr. Probst plays a key role in all aspects of finance, accounting, IT, tax, strategy and investor relations. Prior to joining Ventas, Mr. Probst served as Senior Vice President and Chief Financial Officer of Beam Inc., a global spirits distributor, from its inception as a stand-alone publicly traded spirits company in October 2011 to its sale to Suntory Holdings Limited in May 2014. Mr. Probst also previously served as Vice President of Finance, Strategy and M&A for the Medication Delivery business division at Baxter International, Inc., a multinational healthcare company, and he spent eight years with UK-based Diageo PLC, a British multinational beverage alcohol company, most recently as its Chief Financial Officer, Global Supply. His early career in finance began with roles at The Pillsbury Company, a flour miller and food products manufacturer, and as a Commercial Lending Officer with The Northern Trust Bank, a financial services company. In addition to his work for Ventas, Mr. Probst is a member of The Economic Club of Chicago and he serves on the board of the Chicago Botanic Garden, where he chairs the audit committee and serves on the executive committee. In 2018, he was named the Chicago Public Company CFO of the Year by the Chicago Chapter of Financial Executives International (FEI), and, in 2019, he was named FEI’s Public Company Financial Executive of the year, a national award. Mr. Probst earned his B.A. degree with honors in Economics from Duke University and received his M.B.A. degree with highest honors in Finance and Accounting from The University of Chicago Booth School of Business. | | Robert F. Probst, 56 Executive Vice President and Chief Financial Officer | |
Investment Committee
| 2024 | Proxy Statement | | 45 |
Investment Committee
Our Executive Officers
Investment Committee
| | | | | Mr. Bulgarelli is the Executive Vice President, Outpatient Medical & Research of Ventas, Inc. and the President and Chief Executive Officer of Lillibridge Healthcare Services, Inc., a fully integrated outpatient medical real estate operating company and wholly owned subsidiary of Ventas. As a member of the Ventas executive leadership team, Mr. Bulgarelli is responsible for Ventas’s growing integrated outpatient medical & research platform, which combines the outpatient medical and university-based research center portfolios, as well as its healthcare assets, which include hospitals and post-acute facilities. Mr. Bulgarelli joined Ventas in 2018 following a successful 28-year career at Jones Lang LaSalle (NYSE: JLL), a global professional services firm specializing in real estate, where he most recently led their industry-focused businesses, including healthcare, life sciences, higher education, and public sector businesses. Mr. Bulgarelli serves on the Boards of PMB Real Estate Services, LLC, a real estate service firm, Ardent Health Services, a 30-hospital system spanning six states, and Ann & Robert H. Lurie Children’s Hospital of Chicago, a top-ranked children’s hospital and non-profit pediatric medical research center. He serves on the Lurie fiduciary board, the real estate advisory council, and the finance committee. He is also a past Chair of the Illinois Board for the American Diabetes Association. Mr. Bulgarelli earned a B.S. in civil engineering from the University of Illinois and an M.B.A. from Northwestern University’s Kellogg Graduate School of Business. | | Peter J. Bulgarelli, 65 Executive Vice President, Outpatient Medical & Research, Ventas, Inc. President and CEO, Lillibridge Healthcare Services, Inc. | | | | | | | Mr. Hutchens has been our Executive Vice President, Senior Housing since March 2020 and our Chief Investment Officer since January 2023. As a member of the Ventas executive leadership team, Mr. Hutchens is responsible for Ventas’s Senior Housing portfolio and, as of January 2023, for the Company’s capital allocation strategy and execution across the enterprise. Prior to joining Ventas, Mr. Hutchens served as Chief Executive Officer for HC-One, where he led the company through a significant period of refinement and growth resulting in Britain’s largest residential and nursing care home operator. Prior to that, Mr. Hutchens held senior executive and leadership positions in various publicly traded and private equity-backed organizations, including serving as President and Chief Investment Officer of HCP (now Healthpeak Properties, Inc.), a healthcare real estate investment trust (NYSE: PEAK), Chief Executive Officer, Chief Operating Officer and President of National Health Investors (NYSE: NHI), a real estate investment trust specializing in senior housing, and Chief Operating Officer of Emeritus Corporation, a senior living company that was the largest operator of assisted living facilities in the United States during his tenure and which was acquired in 2014 by Brookdale Senior Living, Inc. (NYSE: BKD). A frequent speaker on investment practices, company performance and senior housing and care operations, Mr. Hutchens was recognized in Forbes Magazine’s Top 20 “Most Powerful CEOs Age 40 and Under” list for four consecutive years. In addition to his work at Ventas, Mr. Hutchens currently serves on the Board of Directors of Atria Senior Living, a national manager of senior housing communities, and the National Investment Center for Seniors Housing. Mr. Hutchens holds Executive Certificates in Measurement and Control of Organizational Performance from the University of Michigan and Strategy and Innovation from MIT's Sloan School of Management. Mr. Hutchens earned his B.S. in Human Services from the University of Northern Colorado and his M.S. in Management from Regis University. | | J. Justin Hutchens, 49 Executive Vice President, Senior Housing and Chief Investment Officer | | | | | | | Ms. Roberts has been our Executive Vice President, General Counsel and Ethics & Compliance Officer since March 2020. She also serves as our Corporate Secretary and principal counsel to our Board of Directors. As a member of the Ventas executive leadership team, Ms. Roberts is responsible for Ventas’s legal, compliance and enterprise risk management functions and oversees our ESG initiatives. Prior to joining Ventas, Ms. Roberts was Executive Vice President, Chief Legal Officer and Corporate Secretary of Assurant, Inc., a global provider of risk management products and services (NYSE: AIZ). Prior to that, Ms. Roberts served as Deputy General Counsel, Global Chief Compliance Officer and Corporate Secretary of Marsh & McLennan Companies, Inc., a global professional services firm (NYSE: MMC) and as a partner in the corporate practice of Covington & Burling LLP, an international law firm, where she counseled companies in a wide range of industries, including financial services, life sciences and biotechnology and information technology. In addition to her work at Ventas, Ms. Roberts is a member of The Economic Club of Chicago and serves on the Board of Directors of Openlands. In 2021, she was named a Next Generation Leader by Legal Momentum, the nation’s first and longest-serving legal advocacy group for women in the United States. She received her bachelor’s degree from the University of Chicago and her J.D. from the George Washington University Law School, both with honors. | | Carey S. Roberts, 53 Executive Vice President, General Counsel and Ethics & Compliance Officer | |
Investment Committee
| 46 | | 2024 | Proxy Statement |
Investment Committee
| Proposal 2 Advisory Vote to Approve the Compensation of Our Named Executive Officers |
Investment Committee
At the 2024 Annual Meeting, we are asking you to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers. Our Compensation Committee believes that our executive compensation program achieves our objectives of retaining and motivating talented executives and rewarding superior performance while discouraging excessive risk-taking. The program supports a performance- and achievement-oriented environment that is geared toward delivering long-term stockholder value. Accordingly, our Board recommends that stockholders vote in favor of the following resolution: “RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and the related narrative disclosure.” Although the results of the stockholder vote on this proposal are non-binding, the Compensation Committee will consider the outcome of the vote when making future executive compensation decisions. The Company currently provides an opportunity to cast an advisory vote on this topic every year; accordingly, the next opportunity to vote will occur in connection with the Company’s 2025 Annual Meeting.
Investment Committee
| | Our Board recommends that you vote FOR the approval, on an advisory basis, of the compensation of our Named Executive Officers. |
Investment Committee
| 2024 | Proxy Statement | | 47 |
Investment Committee
Compensation Discussion and Analysis This Compensation Discussion and Analysis (“CD&A”) summarizes our executive compensation philosophy, objectives and programs, the compensation decisions made under those programs and the factors considered by our Compensation Committee in making those decisions. Background Ventas Inc., an S&P 500 company, is a real estate investment trust (“REIT”) focused on delivering strong, sustainable stockholder returns by enabling exceptional environments that benefit a large and growing aging population. The Company’s growth is fueled by its senior housing communities, which provide valuable services to residents and enable them to thrive in supported environments. Ventas leverages its unmatched operational expertise, data-driven insights from its Ventas Operational InsightsTM platform, extensive relationships and strong financial position to achieve its goal of delivering outsized performance across approximately 1,400 properties. The Ventas portfolio is composed of senior housing communities, outpatient medical buildings, research centers, hospitals and healthcare facilities located in North America and the United Kingdom. Our results are reported in three business segments—senior housing operating portfolio (“SHOP”), outpatient medical and research portfolio (“OM&R”) and triple-net leased properties (“NNN”). We aim to enhance stockholder value by delivering consistent, superior total returns through a strategy of (1) delivering profitable organic growth in senior housing fueled by growing demographic demand, (2) capturing value-creating external growth focused on senior housing, (3) driving strong execution and cash flow generation throughout our portfolio of high quality assets unified in serving the large and growing aging population and (4) maintaining financial strength, flexibility and liquidity and we assess the performance of our executives against measures designed to support this strategy. In 2023, we delivered Net Loss Attributable to Common Stockholders of $(0.10) per share, Nareit Funds from Operations* ("FFO") of $3.26 per share and Normalized FFO* of $2.99 per share, which exceeded the midpoint Normalized FFO per share guidance provided in February 2023 and represented growth of more than 5%(1) over the prior year. We also delivered SHOP, NNN and OM&R NOI growth of 10%, 4% and 6%, respectively over the prior year. * Some of the financial measures discussed, including certain performance measures, are non-GAAP measures. Please see Appendix A for additional information and a reconciliation to the most directly comparable GAAP measures. (1) Excluding a $53 million ($0.13 per share) benefit from HHS grants received in 2022 and a $9 million ($0.02 per share) benefit of promote revenue in the fourth quarter of 2022 within the Company’s institutional capital management business.
Investment Committee
| 48 | | 2024 | Proxy Statement |
Investment Committee
| Executive Summary We delivered strong results in 2023. Our advantaged platform has the team, tools, financial strength, data capabilities and operator relationships to drive performance, as evidenced by our strong financial results in 2023. We delivered Total Stockholder Return ("TSR") of over 15%, outperforming both the FTSE Nareit Equity Health Care Index and the MSCI U.S. REIT Index. We delivered Normalized FFO* of $2.99 per share, which exceeded the midpoint Normalized FFO per share guidance provided in February 2023 and represented growth of more than 5%(1) over the prior year. Our results were fueled by unprecedented organic property growth in our senior housing operating portfolio, supported by compounding contributions from our outpatient medical and research and triple-net lease portfolios. Our asset classes continue to benefit from demographic demand and we entered 2024 with momentum that we believe will create significant stockholder value. Our executive compensation program supports long-term value creation. More than 90% of our CEO compensation and more than 80% of the compensation for our other Named Executive Officers (NEOs) is variable and at risk, tied to our stock price performance or subject to achievement of pre-set rigorous performance targets that are important to stockholder value creation. Our annual and long-term incentive compensation programs are aligned to stockholder returns and financial performance results, as demonstrated by the payouts under those programs. Our 2023 annual incentive plan paid out at 109%-125% of target, driven by three measures that are important to our investors — Normalized FFO per share, Fixed Charge Coverage Ratio and General & Administrative Management and Expense Controls. In our long-term incentive program, performance share unit ("PSU") Awards earned for the 2021-2023 performance period were slightly above target, consistent with our relative TSR performance over that same period. Our 2023 incentive programs reflect affirmative steps undertaken by the Compensation Committee in response to stockholder feedback. For our 2023 annual incentive plan, we: •Returned to our pre-pandemic practice of establishing full-year goals for all performance measures, •Increased the weighting of the corporate performance measures to 75% in 2023 from 60% in 2022 — above the 65% allocation in our pre-pandemic program design, and •Simplified the corporate performance measures by reducing the number of measures from four to three, all of which are financial and quantitative and more consistent with those used in our 2022 and pre-pandemic annual incentive plans. We have included in this Proxy Statement enhanced disclosure of the DE&I metrics included in our 2021-2023, 2022-2024 and 2023-2025 PSU awards. We continued to listen to our stockholders and made further adjustments to our long-term incentive plan in our 2024 executive compensation program. During our Fall 2023 stockholder engagement program, we received feedback that the performance measures in our long-term incentive program should be limited to financial measures. In response, we transitioned goals related to our DE&I initiatives from our long-term incentive program to be part of the individual performance component of the 2024 annual incentive plan, consistent with our continued commitment to these values. | | | | 2023 PERFORMANCE HIGHLIGHTS >15% 2023 Total Shareholder Return $2.99 Normalized FFO* Per Share (>5%(1)) >8% Same-Store Cash NOI Growth >18% SHOP Same-Store Cash NOI Growth •$4B+ Capital Raised $3B+ Year-End Liquidity |
Enhanced our leadership team to accelerate our strategic initiatives
| n | Base Salary | | n | Annual Cash Incentive Compensation | | n | Long-Term Equity Incentive Compensation |
Enhanced our leadership team to accelerate our strategic initiatives
| n | Base Salary | | n | Annual Cash Incentive Compensation | | n | Long-Term Equity Incentive Compensation |
Enhanced our leadership team to accelerate our strategic initiatives
| Base Salary | | Base Salary compensates our executives for the knowledge, skill and expertise they bring to our Company on a day-to-day basis. Base salaries are generally targeted to approximate the median of the Compensation Peer Group(1), but may deviate from this target based on an individual’s sustained performance, contributions, leadership, experience, expertise and scope of responsibilities within our Company as compared to the benchmark data. | | Annual Cash Incentive Compensation | | Annual Cash Incentive Compensation rewards our executives for achieving pre-determined corporate and individual goals established for the fiscal year. These goals typically represent milestones we have determined need to be met within a given year to advance our annual and long-term objectives. | | Long-Term Equity Incentive Compensation | | Long-Term Equity Incentive Compensation rewards our executives for performance that supports our long-term strategy and growth. This compensation consists of (i) Restricted Stock Units (“RSUs”) that generally vest over three years and (ii) Performance Share Units (“PSUs”) that vest at the end of a three-year period, subject to achieving performance measures established at the beginning of that performance period. |
Enhanced our leadership team to accelerate our strategic initiatives
(1)The Compensation Peer Group are the companies we use to benchmark our Executive Compensation, as more fully discussed below.
Enhanced our leadership team to accelerate our strategic initiatives
Performance Measures and How They Are Linked to Our Strategy Performance measures for our annual and long-term incentive plans are designed to encourage our executives to focus on initiatives that will further the Company’s annual and long-term strategic priorities and objectives. Annual measures typically relate to items that can be completed within one year or are appropriately considered on a year-over-year basis, but we may also establish annual measures linked to longer term objectives to emphasize the importance of a particular element of our strategy or incentivize completion of a preliminary step. Long-term performance measures typically relate to items that are most appropriately assessed over a period of several years. The Compensation Committee reviews the annual and long-term incentive program design annually. Set forth below are timelines that show the performance measures used in our recently completed annual and long-term incentive plans, as well as the measures used in our incentive plans for which the performance periods are not yet complete: the 2024 annual incentive plan and the 2022-2024, 2023-2025 and 2024-2026 PSU awards. Timeline of Performance Measures: Annual Incentive Plan(1)
Enhanced our leadership team to accelerate our strategic initiatives
(1)The annual incentive plan for the Outpatient Medical and Research Executive Vice President includes measures and goals specific to the outpatient medical & research ("OM&R", formerly Office) business. In 2023, 40% of the opportunity was allocated to corporate measures as described in the table above, 35% was allocated to measures and goals specific to the OM&R segment and 25% was allocated to individual objectives & performance, consistent with our other Executive Officers. Please see the “Compensation Discussion & Analysis—2023 Executive Compensation—Annual Incentive Compensation—2023 Annual Incentive Performance Measures and Results” for further information.
Enhanced our leadership team to accelerate our strategic initiatives
| 2021 to 2023 | | | | | | | | CEO | Other NEOs | | CEO | Other NEOs | | | 70% PSUs 30% RSUs | 60% PSUs 40% RSUs | TSR vs. MSCI TSR vs. NAREIT R&I Pipeline Openings Net Debt: EBITDA (new) DE&I: Key Metrics | 25% 25% 10% 20% 20% | 29% 29% 8% 17% 17% | | 2022 to 2024 | | | | | | | | CEO | Other NEOs | | CEO | Other NEOs | | | 70% PSUs 30% RSUs | 60% PSUs 40% RSUs | TSR vs. MSCI TSR vs. NAREIT Net Debt: EBITDA DE&I: Key Metrics Removed: R&I Pipeline Openings | 25% 39% 19% 17% | 25% 38% 20% 17% | | 2023 to 2025 | | | | | | | | CEO | Other NEOs | All NEOs | | | | | 70% PSUs 30% RSUs | 60% PSUs 40% RSUs | TSR vs. MSCI TSR vs. NAREIT Net Debt: EBITDA DE&I: Key Metrics | 25% 38% 20% 17% | | | 2024 to 2026 | | | | | | | | CEO | Other NEOs | All NEOs | | | | | 70% PSUs 30% RSUs | 60% PSUs 40% RSUs | TSR vs. MSCI TSR vs. NAREIT Net Debt: EBITDA Removed: DE&I: Key Metrics | 30% 45% 25% | |
Enhanced our leadership team to accelerate our strategic initiatives
(1)Weightings shown as percentage of total PSU award. Use of DE&I Metrics in our Long-Term Incentive Plan We have a long history of actively promoting diversity, equity & inclusion ("DE&I") in our company, our industry and our communities, which we believe supports the creation of long-term stockholder value. Research shows that diverse groups achieve better outcomes. Our DE&I efforts have focused on goals and initiatives that would have the greatest impact on our company, our industry and our communities and contribute to sustainable long-term outperformance. In 2020, to accelerate our efforts, we developed a customized, comprehensive DE&I framework organized around the pillars of people, culture, investment and ‘Beyond Ventas.’ We formed a DE&I Committee headed by our Chairman & CEO to put our DE&I framework into action, engaging a diverse, multi-disciplinary group of employees across our organization in the effort. To reinforce our seriousness of purpose, we incorporated DE&I metrics in our 2021-2023, 2022-2024 and 2023-2025 PSU Awards that were designed to measure progress on our DE&I initiatives. The key DE&I metrics for each performance period were selected following review by the Compensation Committee of our DE&I framework and underlying initiatives and identification of metrics that are either foundational to making progress toward our DE&I goals or demonstrate that our DE&I initiatives are having the desired effect.
Enhanced our leadership team to accelerate our strategic initiatives
The key DE&I metrics, quantitative goals and achievement for the 2021-2023 PSU awards are set forth in the 2023 Executive Compensation discussion under the heading 2021-2023 PSU Performance and Payouts. The key DE&I metrics for the 2022-2024 and 2023-2025 PSU awards are generally consistent with the metrics for the 2021-2023 PSU Awards. The Company expects to disclose the specific metrics and quantitative goals for the 2022-2024 and 2023-2025 PSU Awards following completion of those performance periods. During our Fall 2023 stockholder engagement program, we received feedback that our long-term incentive program performance measures should be limited to financial measures. Based on these comments, we have removed the DE&I metrics from our PSU Awards for the 2024-2026 cycle. Consistent with our continued commitment to these values, we have included goals related to our DE&I initiatives in an ESG Scorecard that is a component of our 2024 annual incentive plan. Procedures for Determining Compensation Executive Compensation Decision-Making Process The Company is committed to a competitive compensation structure that allows us to attract, retain and motivate our key executives while creating alignment with long-term stockholder value. We review executive compensation regularly to ensure that our compensation programs align with this philosophy. As part of this process, we engage in extensive benchmarking with the assistance of our independent compensation consultant, Semler Brossy. We also maintain an ongoing dialogue with our stockholders to solicit their perspectives on our executive compensation program. Each year, the Compensation Committee:
Enhanced our leadership team to accelerate our strategic initiatives
| | | | | | | | 01 | Reviews benchmarking data regarding our executive compensation program provided by our independent compensation consultant | 06 | Reviews the performance measures and goals proposed by Management | 07 | Considers whether the proposed performance measures and goals support the Company's strategic objectives and are appropriately rigorous | | | | | | | | | | | | | | | | 02 | Considers recommendations from our independent compensation consultant regarding adjustments to our compensation structure | 05 | Determines whether any changes to the executive compensation structure are warranted | 08 | Provides a recommendation to the Board of Directors regarding the CEO compensation structure and performance measures and goals | | | | | | | | | | | | | | | | 03 | Considers the performance of the executive team and the Company | 04 | Considers other relevant factors, such as competition for talent and stockholder feedback | 09 | Approves the compensation structure and performance measures and goals for our other executive officers | | | | | | | |
Enhanced our leadership team to accelerate our strategic initiatives
Benchmarking and Compensation Peer Group For benchmarking purposes, our independent compensation consultant, Semler Brossy, provides our Compensation Committee with comparative market data on compensation practices and programs of our peer companies (the “Compensation Peer Group”) and provides guidance on compensation trends and best practices. Using this market data, Semler Brossy advises the Compensation Committee and makes recommendations with respect to program design and setting base salaries and incentive award opportunity levels for our Named Executive Officers.
Enhanced our leadership team to accelerate our strategic initiatives
2023 Compensation Peer Group Positioning The Compensation Committee reviews the Compensation Peer Group each summer to ensure the Company is using an appropriate group for pay level and pay practice comparisons. The Compensation Peer Group generally consists of large-cap REITs in our healthcare sector or large-cap REITS in other sectors (such as office, retail and lodging) that are similar to us in other ways, such as total assets, revenue and enterprise value. The chart below shows our positioning relative to our 2023 Compensation Peer Group as of June 15, 2022.
Enhanced our leadership team to accelerate our strategic initiatives
The Compensation Committee reviewed the Compensation Peer Group in July 2022 and added Medical Properties Trust, a healthcare REIT and direct competitor, to the Compensation Peer Group for purposes of setting 2023 compensation. 2023 Compensation Peer Group
Enhanced our leadership team to accelerate our strategic initiatives
| THINGS WE DO | | Include a balanced mix of cash and equity compensation, with a strong emphasis on performance-based incentive awards Use a blend of measures designed to promote responsible growth and risk management Emphasize performance-based equity incentives to foster alignment with long-term stockholder interests Cap incentive award opportunities Measure performance over a three-year period for long-term incentive awards Exercise negative discretion to reduce incentive award payouts when appropriate Conduct annual risk assessment of all compensation programs Maintain meaningful stock ownership guidelines of 6X for CEO and 3X for all other executive officers Maintain a recoupment policy for all incentive compensation Prohibit hedging or pledging of Company stock Use double-trigger change-in-control provisions |
Enhanced our leadership team to accelerate our strategic initiatives
Annual Incentive Compensation We provide our executive officers with an annual opportunity to earn cash incentive awards based on the achievement of pre-established corporate and individual performance measures. In establishing the performance measures and goals, the Compensation Committee considers the Company’s strategic priorities and the specific challenges and opportunities facing the Company at the time. Annual performance measures and goals are designed to incentivize our executive officers to address the near-term priorities that are necessary to implement our strategy without taking inappropriate risk. The annual program typically measures performance over the full fiscal year, and the Compensation Committee generally approves specific performance measures, goals and weightings and an award opportunity range (expressed as multiples of base salary at each applicable level of performance) early in the year for each executive officer. For 2023, full-year financial and individual performance metrics were assigned 75% and 25% weighting respectively. 2023 Annual Incentive Award Opportunities The award opportunity under our annual incentive plan is tied to each executive officer’s base salary in effect at the time of grant. The 2023 annual incentive award opportunity for each of our Named Executive Officers is set forth in the table below; there were no increases, as a percentage of base salary, from the 2022 annual incentive award opportunities for Mr. Probst, Mr. Bulgarelli or Ms. Roberts. Mr. Hutchens' annual incentive opportunity was increased in recognition of his increased responsibilities. There is no payout for performance that falls below threshold and no increase above the maximum payout for performance above maximum.
Enhanced our leadership team to accelerate our strategic initiatives
| Named Executive Officer | Incentive Opportunity as a percentage of base salary | | | Threshold Incentive Award | Target Incentive Award | Maximum Incentive Award | | | Threshold | Target | Maximum | | | | | Debra A. Cafaro | 120% | 200% | 360% | $1,290,000 | $2,150,000 | $3,870,000 | | Robert F. Probst | 125% | 175% | 250% | 840,278 | 1,176,389 | 1,680,555 | | Peter J. Bulgarelli | 100% | 150% | 200% | 573,964 | 860,946 | 1,147,928 | | J. Justin Hutchens | 125% | 175% | 250% | 750,000 | 1,050,000 | 1,500,000 | | Carey S. Roberts | 100% | 150% | 200% | 549,229 | 823,844 | 1,098,458 |
Enhanced our leadership team to accelerate our strategic initiatives
| | | Goals and Achievement | | | | | Measure | Weighting | Threshold (0% payout if below) | Target (50% payout) | Max (100% payout) | Achievement | | Normalized FFO/Share | | | | | 58 | | | | Why this measure was chosen: FFO is a common measure of operating performance for REITs because it excludes, among other items, the effect of gains and losses from real estate sales and real estate depreciation and amortization. Normalized FFO also is a common measure of operating performance among REITs and is the main measure the Company uses in its publicly reported earnings results and discussions with investors; it also is modeled by analysts in determining consensus estimates. Normalized FFO is defined as FFO excluding certain items, such as non-cash income tax items and transaction expenses, and provides a more accurate comparison of operating performance over time. A REIT's Normalized FFO per share can have a significant impact on the trading price of its common stock and, therefore, its TSR. | | | | | Fixed Charge Coverage Ratio(1) | | | | | 100 | | | | Why this measure was chosen: Fixed Charge Coverage ratio is an important measure for assessing the strength of our balance sheet and our ability to generate sufficient cash flow to meet our debt obligations and continue to pay or increase our dividend. A strong ratio of EBITDA-generation compared to fixed payment obligations—one element of our comprehensive risk management program—is especially important for REITs, which are dividend-paying and required to distribute to stockholders a substantial portion of their annual taxable net income. | | | | | General & Administrative ("G&A") Management & Expense Controls(2) | | | | | 67 | | | | Why this measure was chosen: G&A Management & Expense Controls emphasizes the importance of disciplined expense controls to the delivery of stockholder value, and our focus on operating efficiently as our organization grows and evolves. This discipline is important in any environment but particularly in an inflationary environment where labor and other expenses are increasing. Managing G&A expense also supports appropriate resource allocation for our strategy and our budgeting and forecasting processes and enables us to deliver on our commitments to stockholders. | | | |
Enhanced our leadership team to accelerate our strategic initiatives
| Name | Threshold | Target | Maximum | Corporate Metrics | Individual Metrics | Total Payout | Percent of Target | | Debra A. Cafaro | $1,290,000 | $2,150,000 | $3,870,000 | $2,142,833 | $537,500 | $2,680,333 | 125% | | Robert F. Probst | 840,278 | 1,176,389 | 1,680,555 | 1,037,743 | 294,097 | 1,331,840 | 113% | | Peter J. Bulgarelli | 573,964 | 860,946 | 1,147,928 | 713,401 | 222,411 | 935,812 | 109% | | J. Justin Hutchens | 750,000 | 1,050,000 | 1,500,000 | 926,250 | 262,500 | 1,188,750 | 113% | | Carey S. Roberts | 549,229 | 823,844 | 1,098,458 | 702,555 | 219,692 | 922,247 | 112% |
Enhanced our leadership team to accelerate our strategic initiatives
Long-Term Equity Incentive Compensation Our Compensation Committee believes that a substantial portion of each executive officer’s compensation should be in the form of long-term equity incentive compensation. Our equity compensation program has two components: PSUs that vest in three years based on performance achieved relative to approved performance measures and RSUs that vest in three equal annual installments. These awards encourage management to create and sustain long-term stockholder value because their value is directly attributable to changes in the price of our common stock over time. In addition, equity awards promote management retention because their full value cannot be realized until vesting occurs, which generally requires continued employment for multiple years. The chart below shows the percentage of our 2023 long-term equity incentive compensation that is in the form of RSUs and the percentage of long-term equity incentive compensation attributable to each measure that will be used to measure performance under the 2023-2025 PSU awards. 2023 Long-Term Equity Plan Design CEO 2023 Plan Design Other NEO 2023 Plan Design
Enhanced our leadership team to accelerate our strategic initiatives
| | Time-Based Restricted Stock Units (RSUs) | | | | Performance-Based Stock Units (PSUs) | | | | | 38% TSR Relative to the FTSE Nareit Equity Health Care Index | | | | 25% TSR Relative to the MSCI U.S REIT Index | | | | 20% Balance Sheet (Net Debt: EBITDA) | | | | 17% Measurable Improvements in Key DE&I Metrics |
Enhanced our leadership team to accelerate our strategic initiatives
2023 Long-Term Equity Incentive Compensation In the first quarter of 2023, each of our Named Executive Officers was granted long-term equity awards delivered in the form of RSUs that vest ratably over three years and PSUs that will be distributed in the first quarter of 2026 if performance goals for the 2023-2025 performance period are achieved. The 2023 target opportunities, as a percentage of base salaries, were unchanged for Ms. Cafaro, Mr. Probst and Mr. Bulgarelli. Based on the annual benchmarking report, the target opportunity for Ms. Roberts was increased from 325% to 350% of base salary and the target opportunity for Mr. Hutchens was increased from 350% to 414%, reflecting his assumption of additional duties at the beginning of 2023. The target values of the 2022 and 2023 long-term equity awards at the grant date were as follows:
Enhanced our leadership team to accelerate our strategic initiatives
| | | 2022 | | | 2023 | | | Named Executive Officer | Total Long-Term Equity Target Value(1) ($) | RSUs ($) | Target PSUs ($) | Total Long- Term Equity Target Value(1) ($) | RSUs ($) | Target PSUs ($) | | Debra A. Cafaro | $8,775,000 | $2,632,500 | $6,142,500 | $8,775,000 | $2,632,500 | $6,142,500 | | Robert F. Probst | 2,729,666 | 1,091,866 | 1,637,800 | 2,784,260 | 1,113,704 | 1,670,556 | | Peter J. Bulgarelli | 1,931,608 | 772,643 | 1,158,965 | 2,008,874 | 803,550 | 1,205,324 | | J. Justin Hutchens | 1,928,675 | 771,470 | 1,157,205 | 2,484,000 | 993,600 | 1,490,400 | | Carey S. Roberts | 1,749,995 | 699,998 | 1,049,997 | 1,922,302 | 768,921 | 1,153,381 |
Enhanced our leadership team to accelerate our strategic initiatives
(1)Target Values reflect the value of the shares awarded based on the closing price of a share of stock on the date of grant and, with respect to PSUs, assuming performance at Target. RSU Awards Annual grants of RSU awards are an important component of the Company’s executive compensation program. Through these awards, a percentage of each executive officer’s pay is directly linked to our stock price. As a component of our 2023 long-term equity compensation, in January 2023, the Company granted RSUs to each of our Named Executive Officers that vest in three equal annual installments on the first three anniversaries of the grant date. Vesting of these awards is generally subject to the Named Executive Officer’s continued employment with the Company on each vesting date, as these awards are intended to enhance retention of our Named Executive Officers. Dividends are paid on RSU awards as and when dividends are paid to all of our stockholders. The grants to each of our Named Executive Officers during 2023 are set forth in the table below.
Enhanced our leadership team to accelerate our strategic initiatives
| Named Executive Officer | RSUs (#) | | Debra A. Cafaro | 51,933 | | Robert F. Probst | 21,970 | | Peter J. Bulgarelli | 15,852 | | J. Justin Hutchens | 19,601 | | Carey S. Roberts | 15,169 |
2023-2025 PSU Measures and Goals
2023-2025 PSU Measures and Goals PSUs may be earned, if at all, based on the Company’s three-year performance from January 1, 2023 through December 31, 2025 in relation to four performance measures. Sixty-three percent of the 2023 PSU value for our Named Executive Officers is tied to rigorous relative TSR measures, while the Net Debt to EBITDA ratio measure represents 20% and our Diversity, Equity and Inclusion measure represents 17% of the 2023 PSU award value for each of our Named Executive Officers.
2023-2025 PSU Measures and Goals
| Performance Measure | Weighting (% of total PSU opportunity) | Goals | | | | | | | Threshold | Target | Maximum | Why we use this measure | | TSR Relative to the FTSE Nareit Equity Health Care Index (from January 1, 2023 through December 31, 2025) | | | | | The FTSE Nareit Equity Health Care Index is comprised of all healthcare REITs. Because a significant portion of our business is in healthcare, this is an appropriate index against which we should compare our long-term TSR. | | TSR Relative to the MSCI U.S. REIT Index (from January 1, 2023 through December 31, 2025) | | | | | The MSCI U.S. REIT Index is comprised of small-, mid- and large- cap REITs across a diverse set of industries and therefore represents an appropriate index against which we should compare our long- term TSR performance. | | Net Debt to EBITDA(1) | | ** | ** | ** | Reported Net Debt to Further Adjusted EBITDA reflects the strength of our balance sheet and our ability to generate sufficient cash flow to meet our debt obligations. | | Measurable Improvement in Key DE&I Metrics(1) | | ** | ** | ** | This measure serves to track our effectiveness in pursuing our DE&I initiatives, which we believe support the creation of long-term stockholder value. |
2023-2025 PSU Measures and Goals
(1)Our Net Debt to EBITDA Ratio and Diversity, Equity & Inclusion goals not disclosed because they are (i) not material and (ii) competitively sensitive. Our Compensation Committee sets goals for the long-term PSUs based on our strategy and long-term objectives. For our TSR measures, the Compensation Committee established a band that provides a market-based spread of performance across potential performance scenarios in line with our peer companies. Our Net Debt to EBITDA goal is set at a level designed to ensure that we have access to and a cost of capital that allows us to be opportunistic and provides a margin of safety that protects our stockholders. Achievement on our measure related to key DE&I metrics will be determined based on performance relative to goals established to measure progress on our DE&I initiatives, including increasing the representation of women and minorities in senior leadership and manager and above positions, respectively, continued engagement of minority and women owned businesses to meet our supply and service needs, improvement in our internal DE&I survey response rate and improvement in DE&I survey results as compared to an industry benchmark. There will be no payouts on any measure for performance below threshold and payouts will not be increased for performance above maximum.
2023-2025 PSU Measures and Goals
| 2024 | Proxy Statement | | 69 |
2023-2025 PSU Opportunities
2023-2025 PSU Opportunities The range of potential PSU payouts is 0% - 201% of target for Ms. Cafaro and 0% - 180% of target for the other Named Executive Officers. Set forth below are the award opportunities for the 2023-2025 performance period:
2023-2025 PSU Opportunities
| | PSUs (#) | | | | Named Executive Officer | Threshold | Target | Maximum | | Debra A. Cafaro | 31,500 | 121,177 | 243,567 | | Robert F. Probst | 10,985 | 32,956 | 59,321 | | Peter J. Bulgarelli | 7,926 | 23,778 | 42,801 | | J. Justin Hutchens | 9,800 | 29,402 | 52,924 | | Carey S. Roberts | 7,584 | 22,753 | 40,956 |
2023-2025 PSU Opportunities
These awards will be earned, if at all, based on the Company’s performance from January 1, 2023 through December 31, 2025 in relation to the pre-established performance measures and goals described above. There will be no payment for performance below threshold. Dividends will be accrued on PSU awards and will be paid if and only to the extent PSUs are earned. These PSUs are intended to reward long-term performance, strengthen our pay for performance alignment with our stockholders and enhance retention of our Named Executive Officers.
2021-2023 PSU Performance and Payouts
2021-2023 PSU Performance and Payouts In the first quarter of 2024, our Compensation Committee reviewed and certified the Company’s performance against the four performance goals established for the January 1, 2021 - December 31, 2023 performance period. The Committee determined that performance exceeded maximum for one of the performance goals and equaled or exceeded threshold for the other three performance goals. As a result, units earned in the aggregate were slightly above target for the 2021-2023 PSU awards. Set forth in the charts below are (i) the applicable goals for each measure, (ii) the achievement with respect to each measure, (iii) the PSU opportunity associated with each measure and (iv) the total earned for each of our Named Executive Officers. Certain of our financial performance measures are not calculated in accordance with U.S. GAAP. For information regarding performance measure calculations, please see Appendix A.
2021-2023 PSU Performance and Payouts
| Performance Measure | CEO Weighting | non-CEO Weighting | Goals | | | Achievement(1) | | | | | Threshold | Target | Maximum | out of a possible 100 | | Three-Year Compound Annual TSR Compared to the FTSE Nareit Equity Health Care Index (from January 1, 2021 through December 31, 2023) | | | | | | 76 | | Three-Year Compound Annual TSR Compared to MSCI U.S. REIT Index (from January 1, 2021 through December 31, 2023) | | | | | | 19 | | R&I Pipelines Openings (VTR R&I Development Assets Delivered from January 1, 2021 to December 31, 2023) | | | | | | 93 | | Net Debt to Further Adjusted EBITDA (Simple Average as of 12 Quarter-Ends from January 1, 2021 through December 31, 2023) | | | | | | threshold | | Measurable improvement in key DE&I Metrics | | | | | | 86 |
2021-2023 PSU Performance and Payouts
(1)Achievement is scored on a 100-point scale, with performance at target equal to 50 and performance at or above maximum equal to 100.
2021-2023 PSU Performance and Payouts
| 70 | | 2024 | Proxy Statement |
2021-2023 PSU Performance and Payouts
The key DE&I metrics identified for the 2021-2023 performance cycle and the results that led to the evaluation that performance on those metrics generally met or exceeded expectations are set forth below. The key DE&I metrics were selected following review by the Compensation Committee of our DE&I framework and underlying initiatives and identification of metrics that were determined to be foundational to making progress toward our DE&I goals or to demonstrate that our DE&I initiatives are having the desired effect.
2021-2023 PSU Performance and Payouts
| DE&I Metric | Weighting | Threshold | Target | Maximum | Achievement | | Number of company sponsored DE&I employee training, education and event hours completed for 2021–2023 | 20% | 1,125 hrs (~375/yr) | 1,275 hrs (~425/yr) | 1,425 hrs (~475/yr) | maximum | | Average representation of women in senior leadership at the end of each year during the performance period | 15% | 24% | 28% | 32% | maximum | | Aggregate number of meaningful annual partnerships with Historically Black Colleges & Universities (HBCUs) and similar organizations with a focus on advancing DE&I in our industry and our communities during 2021–2023 | 15% | 6 (~2/yr) | 10 (~3.33/yr) | 14 (~4.67/yr) | between threshold and target | | Average mean score achieved in annual DE&I employee survey for 2021–2023 | 15% | 4.00 | 4.15 | 4.30 | maximum | | Diverse representation of interns for 2021–2023 (average over 3 years) | 15% | 25% | 50% | 75% | between target and maximum | | Average percentage of U.S. addressable construction dollars spent with M/WBEs or disadvantaged communities for 2021–2023 | 20% | 15% | 20% | 25% | maximum |
Opportunity & Payout
Opportunity & Payout Based on the achievement and weighting reflected above, units earned by our executives under the 2021-2023 PSU Awards were as follows:
Opportunity & Payout
| | Opportunity (units) | | | Units Earned | Percentage of Target Earned(1) | | Named Executive Officer | Threshold | Target | Maximum | | | | Debra A. Cafaro | 40,929 | 163,718 | 327,436 | 178,924 | 109% | | Robert F. Probst | 13,068 | 39,204 | 70,567 | 40,863 | 104% | | Peter J. Bulgarelli | 7,535 | 22,607 | 40,694 | 23,564 | 104% | | J. Justin Hutchens | 7,524 | 22,573 | 40,632 | 23,528 | 104% | | Carey S. Roberts | 6,186 | 18,559 | 33,407 | 19,344 | 104% |
Opportunity & Payout
(1)The variation in percent of target earned reflects differences in weighting assigned to different measures and differences in the spread between the minimum and maximum opportunities.
Opportunity & Payout
| 2024 | Proxy Statement | | 71 |
Opportunity & Payout
Based on our stock price performance over the performance period, the payout value of shares delivered on vesting of PSUs was as shown below:
Opportunity & Payout
| Named Executive Officer | Target Value(1) | Payout Value(2) | | Debra A. Cafaro | $7,542,488 | $8,160,724 | | Robert F. Probst | 1,878,264 | 1,863,761 | | Peter J. Bulgarelli | 1,083,101 | 1,074,754 | | J. Justin Hutchens | 1,081,472 | 1,073,112 | | Carey S. Roberts | 889,162 | 882,280 |
Opportunity & Payout
(1)Target value is the number of units that would be earned at Target multiplied by the closing price of a share of company common stock on the grant date (January 29, 2021 for Ms. Cafaro and January 25, 2021 for the other Named Executive Officers). (2)Payout Value reflects the value of the shares earned, determined by multiplying the number of shares earned by the closing price of a share of company common stock on the vesting date (February 14, 2024 for all Named Executive Officers). Other Benefits and Perquisites Our executive compensation program focuses on the elements described above, with limited provision for perquisites. Our Named Executive Officers are generally eligible to participate in the same benefit programs that we offer to other employees, which in 2023 included the following: •health, dental and vision insurance (for which we paid 90% of the premium in 2023); •short-term disability, long-term disability and life insurance coverage (at no cost to the employee); and •participation in a 401(k) plan (to which we made matching contributions of up to 4.0% of the employee’s base salary, up to the 2023 limit permitted by the Internal Revenue Service). We believe these benefits are competitive with overall market practices. In addition, we provide certain limited perquisites and other benefits to attract and retain superior employees for key positions. The only benefits provided to our Named Executive Officers in 2023 that were not otherwise available to all employees consisted of legacy supplemental disability and life insurance coverage, including reimbursement for taxes relating to that life insurance coverage for Ms. Cafaro, and an opportunity to receive an executive physical medical examination paid for by the Company. See footnote 4 to the 2023 Summary Compensation Table for additional information. Our Compensation Committee periodically reviews the perquisites and other personal benefits provided to each Named Executive Officer and has determined that they are consistent with current market practice. Except for the eligibility to participate in, and our matching contributions to, the 401(k) plan, as described above, we do not provide our Named Executive Officers with any retirement benefits.
Opportunity & Payout
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Opportunity & Payout
2024 Executive Compensation Decisions In the fall of 2023, with input from Semler Brossy, the Compensation Committee completed a review of our executive compensation program that considered, among other factors, peer benchmarking data and stockholder perspectives. Based on this review: •Ms. Cafaro's base salary was increased by 4%, effective January 1, 2024. The increased base salary was used to calculate Ms. Cafaro's 2024 annual incentive opportunity but was not applied to her 2024 long-term incentive opportunity. Thus, there was no change in the value of Ms. Cafaro's long-term incentive opportunity for the 2024-2026 performance period. •Mr. Hutchens' base salary was increased by 5%, with commensurate increases in the value of his annual and long-term incentive opportunities, reflecting his increased responsibilities due to his promotion in early 2023. There was no change in Mr. Hutchens' annual or long-term incentive opportunity as a percentage of base salary. •Base salaries for Mr. Probst, Mr. Bulgarelli and Ms. Roberts were increased by 4%, effective January 1, 2024. The increased base salary was used to calculate these executives' 2024 annual incentive opportunity but was not applied to their 2024 long-term incentive opportunity. Thus, there was no change in the value of the long-term incentive opportunity for Mr. Probst, Mr. Bulgarelli or Ms. Roberts for the 2024-2026 performance period. •75% of annual incentive awards will be based on achievement of the following three corporate measures, with the remaining 25% based on individual performance(1): •Normalized FFO/Share (45%), •Fixed Charge Coverage (20%) and •G&A Management and Expense Controls (10%) •2024-2026 PSU Awards will measure achievement against three financial measures: •TSR relative to FTSE Nareit Equity Health Care Index (45%), •TSR relative to MSCI U.S. REIT Index (30%) and •Net Debt to Further Adjusted EBITDA (25%) (1)The annual incentive plan for the Outpatient Medical and Research Executive Vice President includes measures and goals specific to the outpatient medical & research ("OM&R", formerly Office) business. As in 2023, for 2024, 40% of the opportunity was allocated to corporate measures as described in the table above, 35% was allocated to measures and goals specific to the OM&R segment and 25% was allocated to individual objectives & performance, consistent with our other Executive Officers. The effect of these compensation decisions is outlined below. 2024 Target Compensation
Opportunity & Payout
| Named Executive Officer | Base Salary | Target Annual Incentive | Target Long-Term Incentive | Total Target Compensation | | Debra A. Cafaro | $1,118,000 | $2,236,000 | $8,775,000 | $12,129,000 | | Robert F. Probst | 699,111 | 1,223,444 | 2,784,260 | 4,706,815 | | Peter J. Bulgarelli | 596,923 | 895,385 | 2,008,874 | 3,501,182 | | J. Justin Hutchens | 630,000 | 1,102,500 | 2,608,200 | 4,340,700 | | Carey S. Roberts | 571,198 | 856,797 | 1,922,302 | 3,350,297 |
Opportunity & Payout
Employment Arrangements with Named Executive Officers Agreement with Debra A. Cafaro, Chief Executive Officer The Company entered into a second amended and restated employment agreement with Ms. Cafaro on March 22, 2011 (the “Cafaro Agreement”). Pursuant to the Cafaro Agreement, Ms. Cafaro is entitled to receive an annual base salary of not less than $915,000 and is eligible to participate in our incentive and other employee benefit plans. The Cafaro Agreement also requires that we provide Ms. Cafaro with $2 million of life insurance coverage and executive disability coverage that would provide annual benefits of at least 100% of her base salary. The term of Ms. Cafaro’s employment will continue until terminated or the Cafaro Agreement is amended. The Cafaro Agreement also provides that Ms. Cafaro will receive severance payments under certain termination scenarios, as described below.
Opportunity & Payout
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Opportunity & Payout
Agreements with Other Named Executive Officers The Company entered into letter agreements with each of our other Named Executive Officers in connection with their employment with the Company (the “Executive Offer Letters”). The Executive Offer Letters established the initial annual base salary and threshold, target and maximum bonus opportunities, as a percentage of base salary, for our annual and long-term incentive plans. The Executive Offer Letters also confirmed that each recipient would be eligible to participate in the Company’s medical and other benefit plans pursuant to their terms. Each of our other Named Executive Officers also is a party to an Employee Protection and Noncompetition Agreement (the "Executive Severance Agreements") as described below. Severance Arrangements The Cafaro Agreement and the Executive Severance Agreements executed with each of our other Named Executive Officers contain provisions regarding payments to be made in certain termination scenarios. These arrangements, and the provisions in our equity award agreements regarding termination, are summarized in the Executive Compensation Tables of this Proxy Statement, under the heading “Termination Provisions—Potential Payments Upon Termination or Change in Control.” Other Policies •Minimum Stock Ownership Guidelines for Executive Officers. Our minimum stock ownership guidelines require each executive officer to maintain a minimum equity investment in our Company based upon a multiple of their base salary, as set forth below. Pursuant to our guidelines, each executive officer must achieve the minimum equity investment within five years from the date they first become subject to the guidelines and, until that time, must retain at least 60% of the after-tax shares of our common stock granted to the executive officer or purchased by the executive officer through the exercise of stock options. Shares held in a trust or foundation that are not reported as beneficially owned by the executive, performance awards that have not yet vested and stock options that have not been exercised are not included when calculating an executive officer's share ownership. Stock appreciation rights, if granted, and shares subject to floors, collars or other hedging arrangements, if permitted, also would be excluded from this calculation pursuant to the Company's policy. Each of our Named Executive Officers is in compliance with these Guidelines. The Minimum Ownership Guidelines for Executive Officers can be found in our Guidelines on Governance at https://ir.ventasreit.com/governance.
Opportunity & Payout
| | Stock Ownership Requirement | | CEO | 6X base salary | | All other Executive Officers | 3X base salary |
Opportunity & Payout
•Recoupment Policy. In accordance with rules adopted by the SEC and the NYSE, the Company adopted an Amended and Restated Policy for Recoupment of Incentive Compensation, effective December 1, 2023, that requires our executive officers and our chief accounting officer to repay incentive-based compensation in the event the Company is required to prepare a financial restatement to correct a material error. Under this policy, each covered officer will be required to repay any excess incentive-based compensation granted, earned or vested during the preceding three-year period based wholly or in part on a financial reporting measure if the incentive compensation was based on achieving certain financial results that were later restated due to our material noncompliance with any financial reporting requirement. •Anti-Hedging and Pledging Policy. Our Securities Trading Policy prohibits our directors, executive officers and employees from engaging in derivative and other hedging transactions in our securities and prohibits our executive officers and directors from holding our securities in margin accounts or otherwise pledging our securities to secure loans. No executive officer or director engaged in hedging transactions, pledged or held our securities in margin accounts at any time during 2023. •Tax Considerations. Section 162(m) of the Code generally places a limit of $1 million on the amount of compensation that we may deduct in any year with respect to certain executive officers. Although we consider the impact of Section 162(m), as well as other tax and accounting consequences, when developing and implementing our executive compensation programs, our Compensation Committee retains flexibility to make compensation decisions that do not meet the requirements for tax deductibility when it considers it appropriate or necessary to do so.
Opportunity & Payout
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Opportunity & Payout
Compensation Committee Report The Compensation Committee has reviewed and discussed with management the above Compensation Discussion and Analysis. Based on such review and discussion, the Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our 2023 Annual Report on Form 10-K.
Maurice S. Smith
| Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | Debra A. Cafaro | 2023 | $1,075,000 | $— | $9,598,375 | $2,680,333 | $166,917 | $13,520,625 | | Chairman and Chief Executive Officer | 2022 | 1,075,000 | — | 9,666,901 | 3,188,184 | 129,007 | 14,059,092 | | | 2021 | 1,075,000 | — | 11,013,974 | 2,042,500 | 132,254 | 14,263,728 | | Robert F. Probst | 2023 | 672,222 | — | 2,898,011 | 1,331,840 | 21,852 | 4,923,925 | | Executive Vice President and Chief Financial Officer | 2022 | 659,041 | — | 2,857,083 | 1,412,124 | 15,258 | 4,943,506 | | | 2021 | 659,041 | — | 5,504,226 | 1,159,238 | 22,561 | 7,345,066 | | Peter J. Bulgarelli | 2023 | 573,964 | — | 2,090,968 | 935,812 | 22,570 | 3,623,314 | | Executive Vice President, Outpatient Medical & Research, Ventas, Inc. President and CEO, Lillibridge Healthcare Services, Inc. | 2022 | 551,888 | — | 2,021,778 | 1,006,450 | 10,963 | 3,591,079 | | | 2021 | 515,783 | — | 3,625,324 | 953,941 | 16,410 | 5,111,458 | | J. Justin Hutchens | 2023 | 600,000 | — | 2,585,507 | 1,188,750 | 18,294 | 4,392,551 | | Executive Vice President, Senior Housing and Chief Investment Officer | 2022 | 551,050 | — | 2,018,716 | 992,881 | 10,963 | 3,573,610 | | | 2021 | 515,000 | — | 2,898,887 | 903,310 | 17,570 | 4,334,767 | | Carey S. Roberts | 2023 | 549,229 | — | 2,000,841 | 922,247 | 18,054 | 3,490,371 | | Executive Vice President, General Counsel and Ethics & Compliance Officer | 2022 | 538,460 | — | 1,831,720 | 970,196 | 10,963 | 3,351,339 | | | 2021 | 494,000 | — | 2,235,216 | 878,826 | 9,448 | 3,617,490 |
Maurice S. Smith
| | | | Average Summary Compensation Table Total for Other NEOs(1) | Average Compensation Actually Paid to Other NEOs(2) | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2) | | | Total Shareholder Return (TSR) | FTSE Nareit Equity Health Care Index TSR(3) | GAAP Net Income (Loss) (in 000s) | Normalized FFO/ Share(4) | | 2023 | $13,520,625 | $10,139,836 | $4,107,540 | $3,806,036 | $102.39 | $92.96 | $(40,973) | $2.99 | | 2022 | 14,059,092 | 17,813,641 | 4,224,753 | 4,826,766 | 88.97 | 81.59 | (47,447) | 2.99 | | 2021 | 14,263,728 | 9,914,452 | 6,012,810 | 5,967,437 | 97.29 | 104.85 | 49,008 | 2.90 | | 2020 | 12,628,714 | 9,443,112 | 5,404,681 | 4,924,463 | 90.29 | 90.14 | 439,149 | 3.32 |
Maurice S. Smith
| | CEO Compensation Actually Paid ($) | | Other NEO Average Compensation Actually Paid ($) | | | Ventas Total Shareholder Return ($) | | FTSE NAREIT Equity Health Care Index TSR ($) |
Maurice S. Smith
| | CEO Compensation Actually Paid ($) | | Other NEO Average Compensation Actually Paid ($) | | | Net Income (in $000s) | | |
Maurice S. Smith
| | CEO Compensation Actually Paid ($) | | Other NEO Average Compensation Actually Paid ($) | | | Normalized Funds from Operations per Share ($) | | |