DEF 14A of Ventas, Inc.
Filed Apr 1, 2025 · FY20240000740260-25-000098
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| | | | | | | | 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: 61 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); Professor of Practice, Miller Center of Public Affairs; 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 | | | | | | •Member of the Board of Trustees, former Chair and Vice-Chair, The Thomas Jefferson Foundation, Inc. •Chair, Aspen Institute for Community Solutions and Opportunity Youth Forum •Member of the Board of Directors, William & Flora Hewlett Foundation | | | |
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| | | | | | | | 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: 62 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) | | | |
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| | | | | | | | 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 experience. 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 $26 billion as of December 31, 2024. Under Ms. Cafaro’s leadership, the Company’s annual total shareholder return (TSR) has exceeded 18% percent for the 25 years ended December 31, 2024. 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: 67 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 multi-family REIT (1997-1999) | | | | | | Private Boards and Community Service | | | | | | •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, National Association of Real Estate Investment Trusts (Nareit) | | | |
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| | | | | | | | 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: 61 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) •Certificate in Cybersecurity Oversight, National Association of Corporate Directors •Certificate in Environmental Conservation and Sustainability, Earth Institute Center for Environmental Sustainability - Columbia University | | | | | | Private Boards and Community Service | | | | | | •Trustee, Mohonk Preserve, the largest private land trust in New York State | | | |
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| | | | | | | | 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: 64 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) | | | |
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| | | | | | | | 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 Lead Independent Director Director Since: 2016 Age: 68 Committees: Compensation (Chair) Other Current Public Company Directorships: None | | | | | | | 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 | | | | | | •Member and former Chairperson of Board of Directors, Ann & Robert H. Lurie Children’s Hospital of Chicago •Member of the Board of Advisors, Morgan Street Holdings •Director and former Chairman, Thresholds, a not-for-profit psychiatric rehabilitation organization | | | |
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| | | | | | | | 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: 56 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 | | | | | | •Former 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) | | | |
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| | | | | | | | 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: 57 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. | | | |
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| | | | | | | | 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’ sustainability initiatives. He is an experienced director, with over 17 years of public board experience. | | | | | Walter C. Rakowich Independent Director Director Since: 2016 Age: 67 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 •Former member of the Advisory Board, Institute for Real Estate Studies, Smeal College of Business, Pennsylvania State University | | | |
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| | | | | | | | 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 included life science, medical office and senior housing. | | | | | Joe V. Rodriguez, Jr. Independent Director Director Since: 2024 Age: 63 Committees: Nominating, Governance and Corporate Responsibility Other Current Public Company Directorships: None | | | | | | | Professional Experience | | | | | | •President, Burnt Mountain Investments, LLC, a single-family investment office (since 2023) •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) | | | |
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| | | | | | | | Key Experience and Qualifications | | | | | | | REITs/Real Estate | | Technology/Cybersecurity | | | | Investment & Capital Allocation | | Investor Experience & 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: 55 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) | | | |
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| | | | | | | | 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 $54 billion, 28,000 employees and covering over 22.5 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: 53 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 | | | |
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| 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 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 |
Investment Committee
| Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Melody C. Barnes | $131,250 | $174,958 | $306,208 | | Theodore R. Bigman | 103,365 | 174,958 | 278,323 | | Michael J. Embler | 145,000 | 174,958 | 319,958 | | Matthew J. Lustig | 126,250 | 174,958 | 301,208 | | Roxanne M. Martino | 162,047 | 174,958 | 337,005 | | Marguerite M. Nader | 145,000 | 174,958 | 319,958 | | Sean P. Nolan | 145,000 | 174,958 | 319,958 | | Walter C. Rakowich | 152,500 | 174,958 | 327,458 | | Joe V. Rodriguez, Jr. | 103,365 | 174,958 | 278,323 | | Sumit Roy | 125,000 | 174,958 | 299,958 | | James D. Shelton | 62,582 | — | 62,582 | | Maurice S. Smith | 150,000 | 174,958 | 324,958 |
Investment Committee
(2)The amounts shown in the Stock Awards column represent the full grant date fair value of shares of Restricted Stock Units (excluding stock units credited in lieu of cash retainer and meeting fees) granted to each non-employee director in 2024, 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 ASC Topic 718. Directors Barnes, Bigman, Embler, Lustig, Martino, Nader, Nolan, Rakowich, Rodriguez, Roy, and Smith received an annual stock grant on May 14, 2024. Directors Bigman and Rodriguez also received a pro-rated stock grant of 778 Restricted Stock Units on March 12, 2024, in connection with their appointment to the Board. Mr. Shelton retired from the Board of Directors effective May 14, 2024 and did not receive a stock award in 2024. 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, 2024, 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 | 3,648 | | Theodore Bigman | 3,648 | | Michael J. Embler | 3,648 | | Matthew J. Lustig | 3,648 | | Roxanne M. Martino | 3,648 | | Marguerite M. Nader | 3,648 | | Sean P. Nolan | 3,648 | | Walter C. Rakowich | 3,648 | | Joe V. Rodriguez, Jr. | 3,648 | | Sumit Roy | 3,648 | | James D. Shelton | — | | Maurice S. Smith | 3,648 |
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
| 2025 | Proxy Statement | | 43 |
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 2025 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 13. | | Debra A. Cafaro, 67 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, information technology, 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, 57 Executive Vice President and Chief Financial Officer | |
Investment Committee
| 44 | | 2025 | Proxy Statement |
Investment Committee
Our Executive Officers
Investment Committee
| | | | | Mr. Bulgarelli is the Executive Vice President, Outpatient Medical and 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 and 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 services firm, Ardent Health Services, a NYSE-listed 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 executive committee and finance committee and chairs the real estate council. 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, 66 Executive Vice President, Outpatient Medical and 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, 50 Executive Vice President, Senior Housing and Chief Investment Officer | | | | | | | Ms. Roberts has served as our Executive Vice President, General Counsel, Ethics & Compliance Officer and Corporate Secretary since March 2020. A member of the Ventas executive leadership team, Ms. Roberts is responsible for Ventas’s legal, compliance, tax, government relations and risk departments and oversees our sustainability strategy and initiatives. Prior to joining Ventas, Ms. Roberts was Executive Vice President, Chief Legal Officer and Corporate Secretary of Assurant, Inc., a global provider of insurance and other 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. 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, 54 Executive Vice President, General Counsel and Ethics & Compliance Officer | |
Investment Committee
| 2025 | Proxy Statement | | 45 |
Investment Committee
| Proposal 2 Advisory Vote to Approve the Compensation of Our Named Executive Officers |
Investment Committee
At the 2025 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 2026 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
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. Named Executive Officers Our 2024 Named Executive Officers were:
Investment Committee
| Name | Title | | Debra A. Cafaro | Chairman and Chief Executive Officer | | Robert F. Probst | Executive Vice President and Chief Financial Officer | | Peter J. Bulgarelli | Executive Vice President, Outpatient Medical and Research, Ventas, Inc. President and CEO, Lillibridge Healthcare Services, Inc.(1) | | J. Justin Hutchens | Executive Vice President, Senior Housing and Chief Investment Officer | | Carey S. Roberts | Executive Vice President, General Counsel and Ethics & Compliance Officer |
Investment Committee
(1)Lillibridge Healthcare Services, Inc. is a wholly owned subsidiary of the Company.
Investment Committee
| 46 | | 2025 | Proxy Statement |
Investment Committee
Our Company Ventas, Inc. is a leading S&P 500 real estate investment trust (“REIT”) enabling exceptional environments that benefit a large and growing aging population. With approximately 1,400 properties in North America and the United Kingdom, Ventas occupies an essential role in the longevity economy. Our growth is fueled by our senior housing communities, which provide valuable services to residents and enable them to thrive in supported environments. We aim to deliver outsized performance by leveraging our unmatched operational expertise, data-driven insights from the Ventas OITM platform, extensive relationships and strong financial position. The Ventas portfolio also includes outpatient medical buildings, research centers and healthcare facilities. Ventas's seasoned team of talented professionals share a commitment to excellence, integrity and a common purpose of helping people live longer, healthier, happier lives. Ventas's 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 also seek to create value for institutional capital partners and Ventas stockholders through our third-party institutional private capital management platform, Ventas Investment Management ("VIM"). For more than 25 years, Ventas has pursued what we believe is a successful, enduring strategy focused on delivering outsized value to stockholders by enabling exceptional environments that benefit the aging population. Working with industry-leading care providers, partners and research and medical institutions, our collaborative and experienced team is focused on achieving consistent, superior total returns by: (1) delivering profitable organic growth in senior housing, (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. We assess the performance of our executives against measures designed to support this strategy. 2024 Performance Highlights Ventas’s strong results in 2024 demonstrate the power of our business and our role as an essential part of a rapidly growing market fueled by demographic demand. Delivered strong returns for stockholders
Investment Committee
| | VTR(1) | MSCI REIT Index | Nareit Health Care Index(2) | | 1 Year | 22.2% | 8.8% | 21.1% | | 3 Year | 8.7% | (2.3)% | 0.1% | | 5 Year | 4.6% | 4.3% | 2.9% | | Since 2000 | 18.1% | 9.8% | 12.4% |
Investment Committee
•Delivered total shareholder return ("TSR") exceeding 22% for 2024, continuing our strong track record of performance •Outperformed our key benchmarks, the Nareit Health Care Index and MSCI REIT Index, over the near-, intermediate- and long-term •Increased quarterly dividend in the first quarter 2025 by 7% to $0.48 per share on the strength of the Company’s 2024 results and its positive outlook (1)FactSet, for the periods ending December 31, 2024 (2)With Alexandria Real Estate Equities, Inc. (NYSE: ARE) performance included in the Nareit Health Care Index for entire 1- and 3-year periods and performance as reported for all other periods.
Investment Committee
| 2025 | Proxy Statement | | 47 |
Investment Committee
Delivered strong financial and operating performance and robust year-over-year growth
Investment Committee
| | 2024 | 2023 | $ Change | % Change | | Attributable Net Income (Loss) | $0.19 | ($0.10) | $0.29 | n/m | | Nareit FFO* | $3.14 | $3.26 | ($0.12) | (4%) | | Normalized FFO* | $3.19 | $2.99 | $0.20 | 7% |
Investment Committee
•Net Income Attributable to Common Stockholders per share of $0.19 •Normalized Funds From Operations* (“Normalized FFO”) per share of $3.19, an increase of approximately 7% compared to the prior year •Total Company Net Operating Income* (“NOI”) year-over-year growth of 7.5% and Total Company Same-Store Cash NOI* year-over-year growth of 7.7% •On a Same-Store Cash NOI* basis, our senior housing operating portfolio (“SHOP”) grew nearly 16% year-over-year and NOI margin* grew 180 basis points •Delivered OM&R Same-Store Cash NOI* growth of 3% over prior year * Some of the financial measures discussed are non-GAAP measures. Please see Appendix A for additional information and a reconciliation to the most directly comparable GAAP measures. n/m - Not meaningful Executed on our strategy to capture the unprecedented multi-year growth opportunity in senior housing •Delivered the third consecutive year of double-digit Same-Store Cash NOI* growth in SHOP •SHOP Same-Store average occupancy outperformed, growing 300 basis points year-over-year, which supported revenue growth of 8.2% •Closed over $2 billion of investments, substantially all of which were focused on senior housing consistent with the Company's stated financial criteria and Right Market, Right Asset, Right OperatorTM strategy; these investments, which are equity funded, are expected to generate attractive NOI yields, are priced below replacement cost and offer significant multi-year NOI growth potential Further enhanced the Company's financial strength and flexibility •Net Debt to Further Adjusted EBITDA* improved to 6.0x as of the end of the fourth quarter 2024 •Raised approximately $4 billion of debt and equity capital at attractive levels and favorably extended our $2.75 billion unsecured revolving credit facility •Ended 2024 with $3.8 billion in liquidity Advanced our other key goals and initiatives •Made nearly $100 million of qualifying investments in our VIM business and raised capital in our open end fund in a challenging fundraising environment •Achieved strong tenant satisfaction in our Outpatient Medical portfolio, marking three years in a row above the 90th percentile in tenant satisfaction •Deployed more than $600 million in targeted capital expenditures in 2024 to enhance the living and working environments of our properties •Earned numerous recognitions, including the inaugural Nareit 2024 Impact at Scale Award, 2024 ENERGY STAR® Partner of the Year Award for the fourth consecutive year and the Sustained Excellence in Energy Management Award, the ENERGY STAR® program’s highest honor
Investment Committee
| 48 | | 2025 | Proxy Statement |
Investment Committee
Paying for Performance Our annual and long-term incentive compensation program payouts associated with performance periods completed in 2024 were aligned to stockholder returns and financial performance results: •Our 2024 annual incentive plan paid out at 110% - 151% of target, driven by three measures that are important to our investors—Normalized FFO/Share, Fixed Charge Coverage and G&A Management and Expense Controls. •In our long-term incentive program, Performance Share Units (“PSUs”) earned for the 2022-2024 performance period were close to maximum, consistent with our relative TSR performance over the same period. Executive Compensation Philosophy We recognize that effective compensation strategies are critical to recruiting, incentivizing and retaining key employees who contribute to our long-term success and thereby create value for our stockholders. Accordingly, our compensation program is designed to achieve the following primary objectives: •attract, retain and motivate talented executives; •focus executives on accomplishing company and individual goals that support our strategic objectives; •employ a pay for performance structure that aligns with the creation of long-term stockholder value; •provide balanced incentives that discourage excessive risk-taking; and •support our goal to deliver sustained, superior returns to stockholders. We align the interests of our executive officers and stockholders by maintaining a performance- and achievement-oriented program that provides executives with the opportunity to earn market-competitive levels of cash and equity compensation for strong performance against key strategic, financial and operating goals that create long-term stockholder value. In determining the design and scope of our executive compensation program, we also consider the perspectives that our stockholders share with us, including through our proactive Board-led stockholder outreach program and our annual say-on-pay advisory vote at our annual stockholders’ meetings.
Investment Committee
| n | Base Salary | | n | Annual Cash Incentive Compensation | | n | Long-Term Equity Incentive Compensation |
Investment Committee
| n | Base Salary | | n | Annual Cash Incentive Compensation | | n | Long-Term Equity Incentive Compensation |
Investment Committee
| 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 typically consists of (i) Restricted Stock Units (“RSUs”) that vest over three years and (ii) PSUs that vest at the end of a three-year period, subject to achieving performance measures established at the beginning of that performance period. The long-term incentive opportunity for each NEO other than our CEO is in the form of 40% RSUs and 60% PSUs. Our CEO's long-term incentive opportunity is in the form of 30% RSUs and 70% PSUs. |
Investment Committee
(1)The Compensation Peer Group are the companies we use to benchmark our Executive Compensation, as more fully discussed below.
Investment Committee
| | | | | | | | 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 | | | | | | | |
Investment Committee
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. 2024 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 2024 Compensation Peer Group as of June 30, 2023.
Investment Committee
The Compensation Committee reviewed the Compensation Peer Group in August 2023 and did not make any changes to the Compensation Peer Group for purposes of setting 2024 compensation. 2024 Compensation Peer Group
Investment Committee
In determining 2024 compensation targets for our Named Executive Officers, our Compensation Committee, in consultation with Semler Brossy, considered the competitive positioning of our executive compensation levels relative to compensation data for the 2024 Compensation Peer Group with respect to the following pay components: base salary; total annual compensation opportunity (base salary plus annual incentive awards); long-term equity incentives (annualized target value of long-term equity incentive awards); and total direct compensation (base salary plus annual incentive awards and annualized target value of long-term equity incentive awards). This assessment included a review of awarded pay at target and pay realized in recent years. The Compensation Committee also considered the strong support for our executive compensation indicated in the 2023 say-on-pay vote and views expressed by our stockholders in discussions throughout 2023.
Investment Committee
Consistent with our compensation philosophy, our Compensation Committee reviewed each element of pay in the context of the Compensation Peer Group. The Compensation Committee does not target a specific percentile of market when making pay decisions, but rather determines overall total target direct compensation relative to the Compensation Peer Group based on the unique skills, expertise and individual contributions of each Named Executive Officer. Our 2024 executive compensation program was designed to deliver compensation levels at, above or below these targets if performance met, exceeded or failed to achieve the goals established for the annual and long-term incentive awards. Compensation Policies and Practices—Good Governance
Investment Committee
| 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 Do not provide excessive perquisites Conduct annual risk assessment of all compensation programs Maintain robust 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 |
Investment Committee
2024 Executive Compensation Overview of Executive Compensation Program for 2024 In the fall of 2023, with input from its independent compensation consultant, Semler Brossy, the Compensation Committee, and with respect to Ms. Cafaro, the Board of Directors, conducted an annual review of executive compensation that considered, among other factors, peer benchmarking data and stockholder perspectives. Based on this review, the base salary was increased, effective January 1, 2024, for each of our Named Executive Officers. There were no changes, as a percentage of base salary, in annual incentive opportunities for any of our Named Executive Officers. Long-term incentive opportunities, as a percentage of base salary, were reduced for Ms. Cafaro, Mr. Probst, Mr. Bulgarelli and Ms. Roberts, as their base salaries were increased without a commensurate increase in the long-term incentive opportunity. The long-term incentive opportunity for Mr. Hutchens was unchanged as a percentage of base salary, reflecting the continued increase in his responsibilities due to his promotion in 2023. As a result of these actions, the total target compensation for each of our Named Executive Officers in 2024 was as follows:
Investment Committee
| 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 |
Investment Committee
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 advance our strategy and achieve our financial and operating performance goals 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 2024, the annual incentive award design remained the same as in 2023, with full-year corporate and individual performance measures assigned 75% and 25% weightings, respectively. Consistent with 2023, corporate performance for most of our Named Executive Officers was assessed using the following three financial performance measures: •Normalized FFO/Share (45%), •Fixed Charge Coverage (20%) and •G&A Management and Expense Controls (10%). As in 2023, the 2024 annual incentive award for Outpatient Medical and Research Executive Vice President includes measures and goals specific to the outpatient medical and research ("OM&R") business segment, with 40% of the annual incentive opportunity allocated to the corporate performance measures described above, 35% allocated to measures and goals specific to the OM&R segment and the remaining 25% allocated to individual performance measures and objectives, consistent with the other Named Executive Officers. 2024 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 2024 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 2023 annual incentive award opportunities. There is no payout for performance that falls below threshold and no increase above the maximum payout for performance above maximum.
Investment Committee
| 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% | $1,341,600 | | $2,236,000 | | $4,024,800 | | Robert F. Probst | 125% | 175% | 250% | 873,889 | | 1,223,444 | | 1,747,778 | | Peter J. Bulgarelli | 100% | 150% | 200% | 596,923 | | 895,385 | | 1,193,846 | | J. Justin Hutchens | 125% | 175% | 250% | 787,500 | | 1,102,500 | | 1,575,000 | | Carey S. Roberts | 100% | 150% | 200% | 571,198 | | 856,797 | | 1,142,396 |
Investment Committee
| 2024 Corporate Performance Measures and Results* | Achievement: 76 | | 75% of award | out of a possible 100 |
Investment Committee
| | | Goals and Achievement | | | | | Measure | Weighting | Threshold (0% payout if below) | Target (50% payout) | Max (100% payout) | Achievement | | Normalized FFO/Share | | | | | 81 | | | | 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. 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 | | | | | Threshold | | | | 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. 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. | | | |
Investment Committee
Individual Performance 25% of Award The individual performance component of our annual incentive plan includes tailored individual measures and objectives, which are typically established in March. The individual measures and objectives for our Named Executive Officers for 2024 generally fell into the following categories: •Financial and Operating Performance •Strategic Projects and Initiatives •Risk Management •Organizational Strength, Culture & Values For 2024, consistent with feedback from certain of our stockholders and with input from Semler Brossy, the Compensation Committee also established measurable governance, sustainability and people goals as part of the individual performance component of the 2024 annual incentive plan. The goals selected were ones that the Compensation Committee determined support the Company's strategy and business, financial and operating performance goals and could be impacted by each Named Executive Officer's performance during 2024. The Compensation Committee assessed the performance of each of our Named Executive Officers against the pre-established individual performance measures and objectives during meetings throughout the year and following the completion of the 2024 fiscal year. Set forth below are summaries of key achievements of our Named Executive Officers during 2024 that informed the Compensation Committee’s assessment of their individual performance. As with the corporate performance measures, achievement is scored on a 100-point scale, with performance at target equal to 50 and performance at or above maximum equal to 100.
Investment Committee
| Ms. Cafaro | | Individual Performance Rating: 93 | | Financial and Operating Performance | •Delivered strong financial performance results, including •Normalized FFO/Share of $3.19, above the high end of guidance range provided in February 2024 and representing growth of approximately 7% over the prior year, •Total Company Same-Store Cash NOI growth of 7.7% and •TSR exceeding 22%, outperforming both of the Company's key benchmarks, the MSCI U.S. REIT Index and the Nareit Health Care Index •Focused on organic growth, leading to Same-Store Cash NOI growth of 15.8% in SHOP and 3% in our OM&R segment •Strengthened balance sheet, improving Net Debt to Further Adjusted EBITDA by nearly a full turn at 6.0x | | | Strategic Projects and Initiatives | •Oversaw completion of over $2 billion of investments, focused primarily on senior housing, meeting or exceeding stated investment criteria •Enhanced investor relations and communications, including by introducing our focused 1-2-3 strategy across external and internal communications and refreshing our brand •Continued to grow the Company's third-party capital platform, Ventas Investment Management (VIM), with returns in our open end fund outperforming relevant benchmarks | | | Risk Management | •Reached agreements with key NNN tenants on terms meeting or exceeding market expectations •Raised approximately $4 billion of debt and equity capital at attractive pricing •Successfully managed liquidity position, ending the year with nearly $4 billion of liquidity •Renewed $2.75 billion unsecured revolving credit facility with strengthened banking group on improved terms | | | Organizational Strength, Culture & Values | •Continued to advance initiatives focused on succession planning, performance and organizational resilience by, among other things, strengthening the Company's leadership team by recruiting and promoting top talent across the organization, optimizing reporting lines and responsibilities of the Company’s executive leadership organization and enhancing the connection between the Company’s investment activity and business operations •Conducted leadership off-sites focused on 2024 strategic priorities and strengthened strategic focus, collaboration and effectiveness of leadership team •Strengthened employee engagement through enhanced training and development opportunities, communications and employee events and programming; successfully completed our move to a new headquarters in Chicago and the expansion of our New York City office, which are designed to promote employee collaboration and productivity | |
Investment Committee
| | | Outpatient Medical and Research Segment Performance Rating: 46 Individual Performance Rating: 75 | | Mr. Bulgarelli | | | | | As noted above, Mr. Bulgarelli’s annual incentive award included measures tied to our OM&R segment that accounted for 35% of his total 2024 annual incentive opportunity and individual performance measures and objectives that accounted for 25% of his total 2024 annual incentive opportunity. The OM&R measures included goals relating to GAAP NOI and Same-Store Cash NOI Growth compared to the prior year. The goals are not separately disclosed because they are competitively sensitive. Highlights of Mr. Bulgarelli’s performance against both the OM&R and individual performance measures are below. | | | Financial and Operating Performance | •Delivered OM&R Same-Store Cash NOI growth of 3% over prior year •Maintained current high levels of tenant satisfaction in OM&R, remaining in the top quartile for third consecutive year, as measured by Kingsley •Grew overall tenant satisfaction in newly acquired assets by 9.9% from prior year, as measured by Kingsley •Earned ENERGY STAR® certifications for 75 buildings, an increase of over 13% from prior year | | | Strategic Projects and Initiatives | •Led project to improve margin in OM&R segment •Supported the disposition of non-core assets in the OM&R at favorable cap rates •Led move to a new headquarters in Chicago and expansion of New York City office to an on-time and under budget project completion | | | Risk Management | •With CEO, negotiated lease renewal with key NNN tenant and executed an outcome that optimized value and cash flow while minimizing risk •Developed and executed on strategies to manage risk and maximize Company's position with respect to multiple healthcare NNN tenants | | | Organizational Strength, Culture & Values | •Led organization-wide initiative focused on employee engagement and culture, which included, among other things, gathering feedback through leadership and employee meetings and developing and executing on initiatives in response to feedback •Fostered a culture of employee safety within our property management business, Lillibridge, including by completing safety audits at all managed properties •Advanced organizational resilience and succession planning for OM&R team | |
Investment Committee
| | Opportunity | | | Achievement | | Total Payout | | | Name | Threshold | Target | Maximum | Corporate Measures | Individual Measures | Total Payout | Percent of Target | | Debra A. Cafaro | $1,341,600 | $2,236,000 | $4,024,800 | $2,443,630 | $943,592 | $3,387,222 | 151% | | Robert F. Probst | 873,889 | 1,223,444 | 1,747,778 | 1,133,559 | 418,593 | 1,552,152 | 127% | | Peter J. Bulgarelli | 596,923 | 895,385 | 1,193,846 | 724,437 | 261,154 | 985,591 | 110% | | J. Justin Hutchens | 787,500 | 1,102,500 | 1,575,000 | 1,021,500 | 377,213 | 1,398,713 | 127% | | Carey S. Roberts | 571,198 | 856,797 | 1,142,396 | 750,718 | 275,603 | 1,026,321 | 120% |
Investment Committee
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: (i) PSUs that cliff-vest in three years based on performance achieved relative to approved performance measures and (ii) RSUs that vest ratably 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 2024 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 2024-2026 PSU awards. 2024 Long-Term Equity Plan Design CEO 2024 Plan Design Other NEO 2024 Plan Design
Investment Committee
| | Time-Based Restricted Stock Units (RSUs) | | | | Performance-Based Stock Units (PSUs) | | | | | 45% TSR Relative to the Nareit Health Care Index | | | | 30% TSR Relative to the MSCI U.S. REIT Index | | | | 25% Balance Sheet (Net Debt: EBITDA) |
Investment Committee
2024 Long-Term Equity Incentive Compensation In January 2024, 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 2027 if performance goals for the 2024-2026 performance period are achieved. The 2024 target opportunities, as a percentage of base salaries, were reduced for Ms. Cafaro, Mr. Probst, Mr. Bulgarelli and Ms. Roberts, as their base salaries were increased without a commensurate increase in the long-term incentive target opportunity. Thus, the total long-term equity target value did not change from 2023 to 2024 for Ms. Cafaro, Mr. Probst, Mr. Bulgarelli and Ms. Roberts. Mr. Hutchens received an increase in base salary and commensurate increases in his annual and long-term incentive opportunities in recognition of his assumption of additional duties in early 2023, such that his long-term incentive opportunity was unchanged as a percentage of base salary. The target values of the 2024 long-term equity awards at the grant date were as follows:
Investment Committee
| Named Executive Officer | Total Long- Term Equity Target Value(1) | Target PSUs ($) | RSUs ($) | | Debra A. Cafaro | $8,775,000 | $6,142,500 | $2,632,500 | | Robert F. Probst | 2,784,260 | 1,670,556 | 1,113,704 | | Peter J. Bulgarelli | 2,008,874 | 1,205,324 | 803,550 | | J. Justin Hutchens | 2,608,200 | 1,564,920 | 1,043,280 | | Carey S. Roberts | 1,922,302 | 1,153,381 | 768,921 |
Investment Committee
(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. 2024-2026 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 2024 long-term equity compensation, in January 2024, the Company granted RSUs to each of our Named Executive Officers that vest ratably in three equal annual installments on February 1, 2025, 2026 and 2027. 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 2024 are set forth in the table below.
Investment Committee
| Named Executive Officer | RSUs (#) | | Debra A. Cafaro | 52,056 | | Robert F. Probst | 22,023 | | Peter J. Bulgarelli | 15,889 | | J. Justin Hutchens | 20,630 | | Carey S. Roberts | 15,205 |
Investment Committee
2024-2026 PSU Awards 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. Through annual grants of PSU awards, a percentage of each executive officer's pay is directly linked to the Company's achievement against its long-term strategic priorities and objectives and stock price performance.
2024-2026 PSU Measures and Goals
2024-2026 PSU Measures and Goals PSUs may be earned, if at all, based on the Company’s three-year performance from January 1, 2024 through December 31, 2026 in relation to three financial performance measures. 75% of the 2024-2026 PSU award value for our Named Executive Officers is tied to rigorous relative TSR measures, while the Net Debt to EBITDA ratio measure represents 25% of the award value. The Compensation Committee chose relative TSR as the primary performance measure for our PSUs because it enables our stockholders to evaluate our performance relative to our peers and minimizes the impact of broader market trends that do not accurately reflect our performance.
2024-2026 PSU Measures and Goals
| Performance Measure | Weighting (% of total PSU opportunity) | Goals | | | | | | | Threshold | Target | Maximum | Why we use this measure | | TSR Relative to the Nareit Health Care Index (from January 1, 2024 through December 31, 2026) | | | | | The Nareit Health Care Index is comprised of all healthcare REITs. Because a significant portion of our business is in healthcare, we believe this is an appropriate index against which we should compare our long-term TSR performance. | | TSR Relative to the MSCI U.S. REIT Index (from January 1, 2024 through December 31, 2026) | | | | | 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 believe we should compare our long- term TSR performance. | | Net Debt to EBITDA(1) | | ** | ** | ** | Reported Net Debt to Further Adjusted EBITDA promotes longer-term balance sheet management. It reflects the strength of our balance sheet and our ability to generate sufficient cash flow to meet our debt obligations. |
2024-2026 PSU Measures and Goals
(1)Our Net Debt to EBITDA Ratio goals are not disclosed because they are competitively sensitive. Our Compensation Committee sets goals for PSU awards based on our strategy and long-term objectives. For our relative 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 goals are set at a level designed to ensure that we have access to capital at a cost that allows us to be opportunistic and provides a margin of safety that protects our stockholders. Under the 2024-2026 PSU awards, there will be no payment for performance below threshold and no additional payment for performance above maximum. Dividends will be accrued on PSU awards and will be paid if and only to the extent PSUs are earned.
2024-2026 PSU Measures and Goals
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2024-2026 PSU Opportunities
2024-2026 PSU Opportunities The range of potential payouts under the 2024-2026 PSU awards 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 2024-2026 performance period:
2024-2026 PSU Opportunities
| | PSUs (#) | | | | Named Executive Officer | Threshold | Target | Maximum | | Debra A. Cafaro | 31,575 | 121,465 | 244,145 | | Robert F. Probst | 11,011 | 33,034 | 59,462 | | Peter J. Bulgarelli | 7,944 | 23,834 | 42,902 | | J. Justin Hutchens | 10,315 | 30,945 | 55,702 | | Carey S. Roberts | 7,602 | 22,807 | 41,053 |
2024-2026 PSU Opportunities
Prior Year PSU Awards 2022-2024 PSU Performance and Payouts In the first quarter of 2025, our Compensation Committee reviewed and certified the Company’s performance against the four performance goals established for the 2022-2024 PSU awards, which had a performance period of January 1, 2022 - December 31, 2024. The Compensation Committee determined that performance exceeded maximum for two of the performance measures and equaled or exceeded target for the other two performance measures. As a result, units earned in the aggregate were above target for the 2022-2024 PSU awards. Set forth in the charts below are (i) the applicable goals for each performance measure, (ii) the achievement with respect to each performance measure, (iii) the PSU opportunity associated with each performance 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.
2024-2026 PSU Opportunities
| 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 Nareit Health Care Index (from January 1, 2022 through December 31, 2024)(2) | | | | | | 100 | | Three-Year Compound Annual TSR Compared to MSCI U.S. REIT Index (from January 1, 2022 through December 31, 2024) | | | | | | 100 | | Net Debt to Further Adjusted EBITDA (Simple Average as of 12 Quarter-Ends from January 1, 2022 through December 31, 2024) | | | | | | 50 | | Human Capital Management Goals(3) | | | | | | 90 |
2024-2026 PSU Opportunities
(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. (2)Alexandria Real Estate Equities, Inc. (NYSE: ARE) was added to the Nareit Health Care Index in June 2024 on a prospective basis. Achievement above reflects reported returns for the index, adjusted to include ARE's index performance for the full 2022-2024 performance period. This adjustment did not result in any impact on achievement or payouts for the 2022-2024 PSU awards because the Company's TSR performance relative to the Nareit Health Care Index exceeded maximum without giving effect to the adjustment.
2024-2026 PSU Opportunities
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2024-2026 PSU Opportunities
(3)Upon completion of the 2022-2024 performance period, the Compensation Committee evaluated Human Capital Management goals and determined that performance generally met or exceeded target performance levels. These goals were determined to be foundational to our ability to attract and retain talent in support of our business growth and stockholder value-creation strategy. Specifically, the Compensation Committee assessed corporate culture, internal and external talent pipelines and community and supply chain resilience. The corporate culture score, represented by goals related to workplace experience and engagement, was achieved between target and maximum, while talent pipeline development performance was assessed between threshold and target performance levels and community and supply chain resilience was assessed at maximum. In the aggregate, the Compensation Committee certified the achievement of our Human Capital Management goals between target and maximum level of performance attainment. Based on the achievement and weighting reflected above, units earned by our executives under the 2022-2024 PSU awards were as follows:
2024-2026 PSU Opportunities
| | Opportunity (units) | | | Units Earned | Percentage of Target Earned(1) | | Named Executive Officer | Threshold | Target | Maximum | | | | Debra A. Cafaro | 29,969 | 115,287 | 231,727 | 206,110 | 179% | | Robert F. Probst | 10,246 | 30,739 | 55,331 | 49,593 | 161% | | Peter J. Bulgarelli | 7,250 | 21,752 | 39,154 | 35,093 | 161% | | J. Justin Hutchens | 7,239 | 21,719 | 39,094 | 35,040 | 161% | | Carey S. Roberts | 6,569 | 19,707 | 35,472 | 31,794 | 161% |
2024-2026 PSU Opportunities
(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. Based on our stock price performance over the performance period, the payout value of shares delivered on vesting of PSUs was as shown below:
2024-2026 PSU Opportunities
| Named Executive Officer | Target Value(1) | Payout Value(2) | | Debra A. Cafaro | $6,142,491 | $13,761,965 | | Robert F. Probst | 1,637,774 | 3,311,325 | | Peter J. Bulgarelli | 1,158,947 | 2,343,160 | | J. Justin Hutchens | 1,157,188 | 2,339,621 | | Carey S. Roberts | 1,049,989 | 2,122,885 |
2024-2026 PSU Opportunities
(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 4, 2022). (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 18, 2025). 2023-2025 PSU Awards The Company's 2023-2025 PSU awards include financial performance measures and weightings generally consistent with those included in the 2022-2024 PSU Awards described above. In the first quarter of 2025, our Compensation Committee evaluated the Human Capital Management goals included in those awards in light of recent developments. Following its review, with input from the Company’s independent compensation consultant, the Compensation Committee determined it would convert the portion of the 2023-2025 PSU awards attributable to key Human Capital Management goals into time-based RSUs based on performance results for those goals through the end of 2024, which were below target. Following conversion, these RSUs will vest on January 2, 2026, which is the first business day following the end of the original three-year performance period, subject to each Named Executive Officer’s continued employment with the Company on the vesting date. The unearned portion of the 2023-2025 PSU awards attributable to Human Capital Management goals was forfeited, with no additional opportunities to be earned. The conversion of the PSUs resulted in (i) no incremental expense being recognized by the Company and (ii) no incremental value being delivered to the 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 2024 included the following:
2024-2026 PSU Opportunities
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2024-2026 PSU Opportunities
•health, dental and vision insurance (for which we paid 90% of the premium in 2024); •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 2024 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 2024 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 for all Named Executive Officers. See Note 3 to the 2024 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.
2024-2026 PSU Opportunities
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2024-2026 PSU Opportunities
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. 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.” Equity Grant Practices We have the following practices regarding equity compensation grants: •The Compensation Committee and, for our CEO, our Board typically grant annual equity incentive awards to our Named Executive Officers at the beginning of each fiscal year, following the Compensation Committee's end-of-year review of benchmarking data and consideration of compensation arrangements for our Named Executive Officers. As a general rule, annual awards will be approved in December with a January 1 grant date. •We do not time long-term incentive awards in coordination with the release of material non-public information. •We do not currently grant stock options, stock appreciation rights (SARs) or any similar awards with "option-like" features and therefore have not adopted a policy regarding the timing of any such awards in connection with the disclosure of material non-public information of the Company. •We have not timed and do not plan to time the release of material non-public information for the purpose of affecting the value of executive compensation. •Equity award accounting complies with GAAP in the United States and is disclosed in our SEC filings.
2024-2026 PSU Opportunities
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2024-2026 PSU Opportunities
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.
2024-2026 PSU Opportunities
| | Stock Ownership Requirement | | CEO | 6X base salary | | All other Executive Officers | 3X base salary |
2024-2026 PSU Opportunities
•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 2024. •Accounting for Stock-Based Compensation. We account for stock-based payments, including grants under each of our equity compensation plans in accordance with the requirements of FASB ASC Topic 718. •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. 2025 Executive Compensation Decisions In the fall of 2024, 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, the Compensation Committee and, with respect to Ms. Cafaro, the Board of Directors, determined to: •Increase the base salaries of Ms. Cafaro, Mr. Probst, Mr. Bulgarelli and Ms. Roberts by 4%, effective January 1, 2025, with a commensurate increase in the value of each of their annual incentive opportunities, to more closely reflect competitive peer group compensation and market conditions. No changes were made to their annual incentive opportunities as a percentage of base salary. •Increase Mr. Hutchens' base salary by 13.5%, effective January 1, 2025, with a commensurate increase in the value of his annual incentive opportunity, to more closely reflect competitive peer group compensation. No changes were made to his annual incentive opportunity as a percentage of base salary.
2024-2026 PSU Opportunities
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2024-2026 PSU Opportunities
•Increase target long-term incentive opportunities, as a percent of base salary, to align with competitive market conditions. As in prior years, 70% of the long-term incentive opportunity for Ms. Cafaro and 60% of the long-term incentive opportunity for each of our other Named Executive Officers is in the form of PSUs that will vest at the end of the performance period only if pre-established objective performance measures are achieved. •Assess 75% of the 2025 annual incentive award on achievement of the following three corporate performance measures for most of our Named Executive Officers, with the remaining 25% based on individual performance, consistent with the 2024 annual incentive award: •Normalized FFO/Share (45%), •Fixed Charge Coverage (20%) and •G&A Management and Expense Controls (10%). •For our Outpatient Medical and Research Executive Vice President, as in 2024, 40% of the 2025 annual incentive opportunity is allocated to the corporate performance measures described above, 35% is allocated to measures and goals specific to the outpatient medical and research ("OM&R") business segment and 25% is allocated to individual performance measures and objectives, consistent with the other Named Executive Officers. •Assess 2025-2027 PSU award achievement against the following three financial performance measures, consistent with the 2024-2026 PSU awards: •TSR relative to Nareit Health Care Index (45%), •TSR relative to MSCI U.S. REIT Index (30%) and •Net Debt to Further Adjusted EBITDA (25%). The effect of these compensation decisions is outlined below.
2024-2026 PSU Opportunities
| Named Executive Officer | 2025 Base Salary | 2025 Target Annual Incentive | 2025 Target Long- Term Incentive | 2025 Total Target Compensation | | Debra A. Cafaro | $1,162,720 | $2,325,440 | $11,000,000 | $14,488,160 | | Robert F. Probst | 727,075 | 1,272,382 | 3,635,377 | 5,634,834 | | Peter J. Bulgarelli | 620,800 | 931,200 | 2,328,000 | 3,880,000 | | J. Justin Hutchens | 715,050 | 1,251,338 | 3,575,250 | 5,541,638 | | Carey S. Roberts | 594,046 | 891,069 | 2,227,672 | 3,712,787 |
2024-2026 PSU Opportunities
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 2024 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 | 2024 | $1,118,000 | $— | $9,679,753 | $3,387,222 | $253,143 | $14,438,118 | | Chairman and Chief Executive Officer | 2023 | 1,075,000 | — | 9,598,375 | 2,680,333 | 166,917 | 13,520,625 | | | 2022 | 1,075,000 | — | 9,666,901 | 3,188,184 | 129,007 | 14,059,092 | | Robert F. Probst | 2024 | 699,111 | — | 2,901,171 | 1,552,152 | 42,471 | 5,194,905 | | Executive Vice President and Chief Financial Officer | 2023 | 672,222 | — | 2,898,011 | 1,331,840 | 21,852 | 4,923,925 | | | 2022 | 659,041 | — | 2,857,083 | 1,412,124 | 15,258 | 4,943,506 | | Peter J. Bulgarelli | 2024 | 596,923 | — | 2,093,163 | 985,591 | 31,140 | 3,706,817 | | Executive Vice President, Outpatient Medical and Research, Ventas, Inc. President and CEO, Lillibridge Healthcare Services, Inc. | 2023 | 573,964 | — | 2,090,968 | 935,812 | 22,570 | 3,623,314 | | | 2022 | 551,888 | — | 2,021,778 | 1,006,450 | 10,963 | 3,591,079 | | J. Justin Hutchens | 2024 | 630,000 | — | 2,717,695 | 1,398,713 | 31,114 | 4,777,522 | | Executive Vice President, Senior Housing and Chief Investment Officer | 2023 | 600,000 | — | 2,585,507 | 1,188,750 | 18,294 | 4,392,551 | | | 2022 | 551,050 | — | 2,018,716 | 992,881 | 10,963 | 3,573,610 | | Carey S. Roberts | 2024 | 571,198 | — | 2,003,002 | 1,026,321 | 29,539 | 3,630,060 | | Executive Vice President, General Counsel and Ethics & Compliance Officer | 2023 | 549,229 | — | 2,000,841 | 922,247 | 18,054 | 3,490,371 | | | 2022 | 538,460 | — | 1,831,720 | 970,196 | 10,963 | 3,351,339 |
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: | | GAAP Net Income (Loss) (in 000s) | | | 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) | | Normalized FFO/ Share(4) | | 2024 | $14,438,118 | $21,873,324 | $4,327,326 | $5,870,995 | $125.13 | $115.44 | $81,153 | $3.19 | | 2023 | 13,520,625 | 10,139,836 | 4,107,540 | 3,806,036 | 102.39 | 92.96 | (40,973) | 2.99 | | 2022 | 14,059,092 | 17,813,641 | 4,224,753 | 4,826,766 | 88.97 | 81.59 | (47,447) | 2.99 | | 2021 | 14,263,728 | 9,914,452 | 6,012,810 | 5,967,437 | 97.29 | 104.85 | 49,008 | 2.90 | | 2020 | 12,628,714 | 9,443,112 | 5,404,681 | 4,924,463 | 90.29 | 90.14 | 439,149 | 3.32 |
Maurice S. Smith
| | CEO Compensation Actually Paid ($) | | 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 ($) | | | Normalized Funds from Operations per Share ($) | | |
Elimination of Certain Liability of Directors and Officers
Elimination of Certain Liability of Directors and Officers A director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, respectively, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law as the same exists or may hereafter be amended. Any repeal or modification of the foregoing paragraph shall not apply to or adversely affect any right or protection of, or any limitation of the liability of, a director or officer of the Corporation existing hereunder at the time of such repeal or modification with respect to any act or omission occurring prior to such repeal or modification.” Additional Information Regarding the Amendment Ventas’s officers will receive the protections from liability afforded by the Exculpation Amendment effective upon Ventas filing a Certificate of Amendment setting forth the Exculpation Amendment with the Secretary of State of the State of Delaware, which we anticipate doing as soon as practicable following stockholder approval of the Exculpation Amendment. In addition, if stockholders approve the Exculpation Amendment and the Certificate of Amendment setting forth the Exculpation Amendment is filed with the Delaware Secretary of State, we intend to file a Restated Certificate of Incorporation to integrate the Charter, the Exculpation Amendment (if approved), the Authorized Share Amendment (if approved) and any other previously adopted amendments to the Charter into a single document. Our Board reserves the right to abandon the Exculpation Amendment at any time before it becomes effective, even if it is approved by our stockholders. If our stockholders do not approve the Exculpation Amendment, Article 6 of our Charter will remain unchanged, our officers will not be entitled to exculpation as permitted under the DGCL, our Charter’s existing exculpation provision related to directors will not be modified and the Certificate of Amendment setting forth the Exculpation Amendment will not be filed with the Secretary of State of the State of Delaware.
Elimination of Certain Liability of Directors and Officers
| | Our Board recommends that you vote FOR this proposal. |
Elimination of Certain Liability of Directors and Officers
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Elimination of Certain Liability of Directors and Officers
Securities Ownership Stock Ownership of Directors, Management and Certain Beneficial Owners The following table reflects the number of shares of our common stock beneficially owned by certain individuals and entities as of March 1, 2025, except as otherwise noted. These individuals and entities include: (i) owners of more than 5% of our outstanding shares of common stock; (ii) each of our current directors and director nominees; (iii) each of our Named Executive Officers; and (iv) all current directors, director nominees and executive officers as a group. A person has beneficial ownership of shares if the person has or shares voting or investment power over the shares (whether or not vested) or the right to acquire such power within 60 days of March 1, 2025. Investment power means the power to direct the sale or other disposition of the shares. Each person has sole voting and investment power over the shares, except as we describe below. For purposes of this table, shares beneficially owned includes shares over which a person has or shares voting power or investment power (whether or not vested).
Elimination of Certain Liability of Directors and Officers
| Name of Beneficial Owner | Vested and Unvested Shares of Common Stock | | Shares Subject to Options Exercisable within 60 days | | Stock Units That May Be Settled within 60 days | | Total Shares of Common Stock Beneficially Owned | Percent of Class(1) | | BlackRock, Inc. 50 Hudson Yards New York, NY 10001 | | | | | | | 41,935,325(2) | 9.6% | | FMR LLC 245 Summer Street Boston, MA 02210 | | | | | | | 23,403,411(3) | 5.3% | | JPMorgan Chase & Co. 383 Madison Avenue New York, NY 10179 | | | | | | | 26,432,527(4) | 6.0% | | State Street Corporation One Lincoln Street Boston, MA 02111 | | | | | | | 28,572,399(5) | 6.5% | | The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355 | | | | | | | 63,988,891(6) | 14.6% | | Melody C. Barnes | 22,218 | + | — | + | — | = | 22,218 | * | | Theodore R. Bigman | 2,063 | + | — | + | — | = | 2,063 | * | | Peter J. Bulgarelli | 86,044 | + | — | + | 15,936(7) | = | 101,980 | * | | Debra A. Cafaro | 1,165,336 | + | 779,036 | + | 484,442(7) | = | 2,428,814 | * | | Michael J. Embler | 557 | + | — | + | 5,102(8) | = | 5,659 | * | | J. Justin Hutchens | 119,801 | + | — | | — | = | 119,801 | * | | Matthew J. Lustig | 12,387 | + | — | + | 70,130(8) | = | 82,517 | * | | Roxanne M. Martino | 25,770 | + | — | + | 27,255(8) | = | 53,025 | * | | Marguerite M. Nader | 10,383 | + | — | | — | = | 10,383 | * | | Sean P. Nolan | 17,604 | + | — | + | — | = | 17,604 | * | | Robert F. Probst | 152,415 | + | 320,057 | + | — | = | 472,472 | * | | Walter C. Rakowich | 22,383 | + | — | + | — | = | 22,383 | * | | Carey S. Roberts | 106,233 | + | — | + | — | = | 106,233 | * | | Joe V. Rodriguez, Jr. | 1,028 | + | — | + | — | = | 1,028 | * | | Sumit Roy | 2,709 | + | — | + | 1,027(8) | = | 3,736 | * | | Maurice S. Smith | 7,363 | + | — | + | 3,818(8) | = | 11,181 | * |
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Securities Ownership
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| Name of Beneficial Owner | Vested and Unvested Shares of Common Stock | | Shares Subject to Options Exercisable within 60 days | | Stock Units That May Be Settled within 60 days | | Total Shares of Common Stock Beneficially Owned | Percent of Class(1) | | All directors, director nominees and executive officers as a group (16 persons) | 1,754,294 | + | 1,099,093 | + | 607,710 | = | 3,461,097 | 0.8% |
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* Less than 1% (1) Percentages are based on 437,616,567 shares of our common stock outstanding on March 1, 2025. (2) Based solely on information contained in a Schedule 13G/A filed by BlackRock, Inc. for itself and on behalf of certain of its subsidiaries ("BlackRock") on January 24, 2024. BlackRock reported that, as of December 31, 2023, it had sole voting power over 38,078,681 and sole dispositive power over 41,935,325 shares of our common stock. BlackRock, Inc. is a parent holding company. (3) Based solely on information contained in a Schedule 13G/A filed by FMR LLC for itself and on behalf of certain of its subsidiaries on February 9, 2024. FMR reported that, as of December 31, 2023, it had sole voting power over 22,675,406 and sole dispositive power over 23,403,411 shares of our common stock. FMR, LLC is a parent holding company. (4) Based solely on information contained in a Schedule 13G/A filed by JPMorgan Chase & Co. on October 15, 2024. JPMorgan Chase reported that, as of September 30, 2024, it had sole voting power over 20,165,133, shared voting power over 2,405,361, sole dispositive power over 24,043,359 and shared dispositive power over 2,333,331 shares of our common stock. JPMorgan Chase is a parent holding company. (5) Based solely on information contained in a Schedule 13G/A filed by State Street Corporation for itself and on behalf of certain of its subsidiaries ("State Street") on January 29, 2024. State Street reported that, as of December 31, 2023, it had shared voting power over 17,483,878 and shared dispositive power over 28,505,439 shares of our common stock. State Street is a parent holding company. (6) Based solely on information contained in a Schedule 13G/A filed by The Vanguard Group ("Vanguard") on February 13, 2024. Vanguard reported that, as of December 29, 2023, it had shared voting power over 834,756, sole dispositive power over 61,963,978 and shared dispositive power over 2,024,913 shares of our common stock. (7) Reflects equity awards scheduled to vest between March 2 and April 30, 2025. Also includes awards that would vest on retirement for Ms. Cafaro, who is retirement eligible, and RSU awards that would vest on early retirement for Mr. Bulgarelli, who is eligible for early retirement. Does not include shares underlying PSU awards that would be deliverable to Mr. Bulgarelli on retirement as those amounts are not determinable. (8) Shares underlying units held for the director pursuant to an election to defer stock awards (in the form of Restricted Stock Units) or an election to defer fees pursuant to the Non-Employee Directors’ Deferred Stock Compensation Plan that would be issued to the director within 60 days of his or her ceasing to be a director of the Company. Amounts do not include units that would accrue in connection with dividends payable within 60 days. The director has no stockholder rights, other than a right to receive dividends, with respect to the underlying shares. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors and executive officers and all persons who beneficially own more than 10 percent of our outstanding shares to file with the SEC initial reports of changes in ownership of our shares. To our knowledge, based on a review of the copies of such reports and amendments to such reports furnished to us with respect to the year ended December 31, 2024, and based on written representations by our directors and executive officers, all required Section 16(a) reports under the Exchange Act for our directors, executive officers, and beneficial owners of greater than 10 percent of our shares were filed on a timely basis during the year ended December 31, 2024 with the exception of five Form 4 filings (one filing for each of our Named Executive Officers) that were filed one day late, on January 5, 2024, due to administrative error.
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Information About Our 2025 Annual Meeting Meeting Information Meeting Location, Date and Time The live webcast of the Ventas 2025 Annual Meeting will begin at 8:00 a.m. Central Time on May 13, 2025, at www.virtualshareholdermeeting.com/VTR2025. There is no physical location for the 2025 Annual Meeting. Participating in the Meeting Attendance at the 2025 Annual Meeting or any adjournment or postponement thereof will be limited to stockholders of the Company as of the close of business on March 19, 2025, the record date, and guests of the Company. You will not be able to attend the 2025 Annual Meeting in person at a physical location. Attending the Meeting Beginning at 7:30a.m. Central Time on May 13, 2025, the day of the 2025 Annual Meeting, stockholders may check-in online using the 16-digit control number included in the Notice of Meeting, on their proxy card or on the voting instruction form or other instructions they receive with their proxy materials and following the instructions on the 2025 Annual Meeting website at www.virtualshareholdermeeting.com/VTR2025. Asking Questions Stockholders as of the close of business on the record date who attend and participate in the 2025 Annual Meeting will have an opportunity to submit questions live via the Internet during a designated portion of the 2025 Annual Meeting. Technical Details We encourage you to access the 2025 Annual Meeting site prior to the 8:00 a.m. Central Time start time to allow ample time to log into the 2025 Annual Meeting webcast and test your computer system. Accordingly, the 2025 Annual Meeting site will first be accessible to registered stockholders beginning at 7:30a.m. Central Time on the day of the 2025 Annual Meeting. Participants should ensure that they have a reliable Internet connection wherever they intend to participate in the 2025 Annual Meeting. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number posted on the virtual Annual Meeting website. Technicians will be available to assist you. Voting Mechanics Whether or not you are able to attend the 2025 Annual Meeting, we encourage all stockholders to vote, and we recommend all stockholders vote their shares in advance of the 2025 Annual Meeting by one of the methods described in this Proxy Statement.
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How to Vote—Stockholders of Record Stockholders who own shares registered in their own name (a “stockholder of record”) may vote their shares by proxy in advance of the meeting or they may vote during the meeting on May 13, 2025. Stockholders of record who wish to vote by proxy may submit their proxy in any of the following ways:
Elimination of Certain Liability of Directors and Officers
| | By Telephone Call the number shown on the enclosed proxy card. | | By Mail Request, complete and return the proxy card in the postage-paid envelope provided. | | | Via the Internet Visit the website shown on the enclosed proxy card. | | During the Meeting Attend the virtual meeting via live webcast at www.virtualshareholdermeeting.com/VTR2025 and vote by ballot online. |
Elimination of Certain Liability of Directors and Officers
How to Vote—Beneficial Owners A stockholder who owns shares registered in the name of a broker, bank or other custodian is a “beneficial owner” and can vote in advance of the meeting by following the instructions provided by their broker, bank or custodian. Beneficial owners may also attend and vote at the 2025 Annual Meeting using the control number on their voting instruction form. Eligibility Only Ventas stockholders of record at the close of business on March 19, 2025, the record date, are entitled to vote at the 2025 Annual Meeting. As of the record date, approximately 437,697,802 shares of our common stock, par value $0.25 per share, were outstanding. Each share of our common stock entitles the owner to one vote on each matter properly brought before the 2025 Annual Meeting. However, certain shares designated as “Excess Shares” (generally any shares owned by a beneficial owner in excess of 9.0% of our outstanding common stock) or as “Special Excess Shares” pursuant to our Charter, may not be voted by the beneficial or record owner of those shares and will be voted in accordance with Article IX of our Charter. Votes by Proxy All shares that have been properly voted by proxy and not revoked will be voted at the 2025 Annual Meeting in accordance with the instructions contained in the proxy. Shares represented by proxy cards that are signed and returned but do not contain any voting instructions will be voted consistent with the Board’s recommendations. Quorum The holders of a majority of the issued and outstanding shares of our stock entitled to vote as of the close of business on March 19, 2025, which is the record date for our 2025 Annual Meeting, must be present in person or represented by proxy to constitute a quorum to transact business at the 2025 Annual Meeting. Stockholders who abstain from voting and broker non-votes are counted for purposes of establishing a quorum. A broker non-vote occurs when a beneficial owner does not provide voting instructions to the beneficial owner’s broker or custodian with respect to a proposal on which the broker or custodian does not have discretionary authority to vote. Other Matters Our Board is not aware of any matters that are expected to come before the 2025 Annual Meeting other than those set forth in the Notice of Meeting and described in this Proxy Statement. If any other matter should properly come before the 2025 Annual Meeting, your executed proxy gives the persons named in the accompanying form of proxy, or their substitutes, discretionary authority to vote your shares in accordance with their best judgment with respect to any such other matter. If the 2025 Annual Meeting is adjourned or postponed, the proxies will vote stockholders’ shares at the meeting, when held, in accordance with instructions provided for the meeting, except for any stockholders who revoke their proxy.
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Stockholder List Our list of stockholders of record as of the March 19, 2025 record date for our 2025 Annual Meeting will be available for inspection by any stockholder for any purpose reasonably related to the meeting during ordinary business hours for the ten days preceding the meeting at our principal executive offices at 300 North LaSalle Street, Suite 1600, Chicago, IL 60654. Vote Requirements, Board Recommendations and Voting Results
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| ITEMS: | | Board Recommendation | | Vote Requirement for Approval | Effect of Abstentions | Effect of Broker Non-Votes | | 1 | To elect the 12 director nominees named in this Proxy Statement to serve until the 2026 Annual Meeting of Stockholders | | FOR each director nominee | Majority of votes cast | No effect | No effect | | 2 | To approve, on an advisory basis, the compensation of our Named Executive Officers | | FOR | Majority of voting power present (in person or by proxy) | Counted as “AGAINST” | No effect | | 3 | To ratify the selection of KPMG LLP as our independent registered public accounting firm for the 2025 fiscal year | | FOR | Majority of voting power present (in person or by proxy) | Counted as “AGAINST” | Not applicable | | 4 | To approve an amendment to the Amended and Restated Certificate of Incorporation of Ventas, Inc. to increase the number of authorized shares of common stock | | FOR | Majority of votes cast | No effect | No effect | | 5 | To approve an amendment to the Amended and Restated Certificate of Incorporation of Ventas, Inc. to limit the liability of certain officers as permitted by Delaware Law | | FOR | Majority of shares outstanding entitled to vote on the matter | Counted as “AGAINST” | Counted as “AGAINST” |
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Voting Results We will publish the voting results in a Current Report on Form 8-K to be filed with the SEC within four business days following the 2025 Annual Meeting. Questions and Answers