DEF 14A of Ventas, Inc.
Filed Apr 1, 2026 · FY20250000740260-26-000010
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
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| þ | Filed by the Registrant | o | Filed by a party other than the Registrant |
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| CHECK THE APPROPRIATE BOX: | | | o | Preliminary Proxy Statement | | o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | | þ | Definitive Proxy Statement | | o | Definitive Additional Materials | | o | Soliciting Material under §240.14a-12 |
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Ventas, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | | | þ | No fee required | | o | Fee paid previously with preliminary materials | | o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Letter to Ventas Stockholders
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| | Dear Fellow Stockholder, | | | On behalf of our Board of Directors, I am pleased to present the 2026 Ventas Proxy Statement and invite you to join our Annual Meeting of Stockholders on May 13, 2026. Ventas delivered another year of outstanding operating results and returns for stockholders in 2025. We continued to execute on our focused strategy to capture the unprecedented multiyear growth and value creation opportunity in senior housing, while we enable exceptional environments that help people live longer, healthier and happier lives. In 2025, we achieved a total shareholder return ("TSR") exceeding 35% – nearly double the total return of the S&P 500 Index. Our 2025 TSR significantly outperformed the Nareit Health Care REIT and MSCI U.S. REIT indices over the one-, three- and five-year periods ended December 31, 2025. Ventas’s annualized TSR since January 1, 2000 is approximately 19%, demonstrating the long-term strength of our market position, advantaged platform and talented team.(1) Built to Meet the Moment With an enterprise value exceeding $50 billion and ownership of more than 1,400 assets unified in serving the aging population, Ventas is a preeminent participant in the longevity economy. Over the past several years, we have focused on building our enterprise, portfolio and team to meet the moment, as demand from this large and growing aging population starts to take off. In 2026, the first of the nearly 70 million U.S. baby boomers begin to turn 80, ushering in a decade-long period of accelerating growth in the senior population.(2) This demographic surge is expected to fuel increasing and durable demand for Ventas’s approximately 875 senior housing communities, where today, more than 93,000 residents enjoy the health, well-being and longevity benefits of living in a supported community environment. The balance of our portfolio, which includes outpatient medical, research and other healthcare properties, is also meeting the increasing needs of the aging population, including a 65+ age cohort that now includes nearly one in five Americans.(2) Driving Outperformance at Scale Against this backdrop of increasing secular demand tailwinds, we are executing on a focused 1-2-3 business strategy to drive growth and outperform at scale. |
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| 2026 | Proxy Statement | | i |
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| First, we are using our advantaged portfolio, operational expertise, proprietary Ventas Operational InsightsTM data analytics and technology platform, financial strength and industry relationships to generate outsized organic growth in our senior housing operating portfolio (SHOP). In 2025, our team delivered a fourth consecutive year of double-digit growth in SHOP, underscoring the sustained demand for our communities and the value they provide to residents and their families. Second, we are enhancing our growth profile by allocating capital to new senior housing investments. These investments are designed to deliver attractive financial returns, increase our current and future growth rate, expand our footprint in senior housing and improve our balance sheet. Throughout 2025, we used our unique competitive advantages to complete $2.5 billion of senior housing investments that meet our data-driven and experience-led Right Market, Right Asset, Right OperatorTM capital allocation and value creation framework.(3) Third, we are driving strong cash flow throughout our portfolio, using our well-positioned assets to deliver compounding growth fueled by increasing demographic demand for the exceptional environments we offer. Our financial strength and flexibility are outstanding and continue to improve, which supports a virtuous cycle of enhanced growth, investment activity and reliability. In 2025, we raised more than $7 billion from a wide array of capital markets, demonstrating our favorable access to and cost of capital.(4) Our talented Ventas team continues to power our outperformance. These experienced professionals thrive within our high-performing and collaborative culture and are passionate about working together to deliver for our stakeholders and advance our mission. Employing our win together approach, the entire Ventas team is focused on continuing to drive outperformance at scale. Committed to Leading Governance Practices Ventas continues to benefit from a highly qualified, independent Board of Directors that brings the right balance of experience, skills and judgment to provide effective strategic oversight and support our long-term success. In 2025, the Board maintained its longstanding practice of regularly engaging with our stockholders to ensure close alignment between our strategy, governance, compensation and sustainability practices and our investors' priorities. We invited our largest stockholders to engage with us and met with stockholders representing 42% of our outstanding shares throughout 2025. We were encouraged to receive positive feedback on our corporate governance practices, recent compensation program enhancements and disciplined approach to our sustainability initiatives. These insights will continue to inform the Board's strategic oversight focus areas going forward. We appreciate your investment in Ventas and the trust you place in our team. We remain firmly committed to pursuing outperformance for our stockholders, stewarding your capital and capturing the multiyear growth opportunity ahead. | | Sincerely, Debra A. Cafaro Chairman and Chief Executive Officer |
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(1)FactSet, for the periods ending December 31, 2025. Alexandria Real Estate Equities, Inc. (NYSE: ARE) was added to the Nareit Health Care Index in June 2024 on a prospective basis. Index performance for the full 3‑year period has been adjusted to include Alexandria Real Estate Equities, Inc., with performance for all other periods as reported (2)Oxford Economics, as of December 2025 (3)Amount reflects senior housing investments closed in fiscal year 2025 at 100% ownership (4)Capital raised includes consolidated and non-consolidated activity at 100% of proceeds and term loan commitments received in 2025
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| ii | | 2026 | Proxy Statement |
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Notice of 2026 Annual Meeting of Stockholders
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| | | | | | Date & Time | Location | Record Date | Outstanding Shares | | Wednesday, May 13, 2026 8:00 a.m. Central Time | The 2026 Annual Meeting will be conducted as a virtual meeting at www.virtualshareholdermeeting.com/VTR2026. There is no physical location for the 2026 Annual Meeting | March 18, 2026 | On the record date, there were approximately 475,463,173 shares of common stock issued and outstanding and entitled to vote at the meeting |
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| Agenda | | Board Recommendation | | | | | | | | 1 | To elect the 12 director nominees named in this Proxy Statement to serve until the 2027 Annual Meeting of Stockholders | | FOR each director nominee | | | | | | | 2 | To approve, on an advisory basis, the compensation of our Named Executive Officers | | FOR | | | | | | | 3 | To ratify the selection of KPMG LLP as our independent registered public accounting firm for the 2026 fiscal year | | FOR |
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To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. Casting Your Vote Your vote is very important. Please carefully review the proxy materials for the 2026 Annual Meeting of Stockholders and follow the instructions below to cast your vote promptly on all voting matters.
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| | 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/VTR2026 and vote by ballot online |
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We urge you to vote by proxy as soon as possible to ensure that your shares are represented at the 2026 Annual Meeting whether or not you currently plan to attend. You do not need to attend the meeting to vote if you vote your shares before the meeting. PLEASE NOTE: We encourage all stockholders to vote in advance – by internet or telephone – whenever possible.
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| 2026 | Proxy Statement | | iii |
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Participating in the Meeting Attendance at the 2026 Annual Meeting or any adjournment or postponement thereof will be limited to stockholders of the Company as of the close of business on March 18, 2026, the record date, and guests of the Company. The meeting will be held virtually at www.virtualshareholdermeeting.com/VTR2026. You will not be able to attend the 2026 Annual Meeting in person at a physical location. To attend and participate in the meeting, stockholders will need their 16-digit control number which can be found in the Notice of Meeting, on their proxy card or on the voting instruction form. Stockholders as of the close of business on the record date who attend and participate in the 2026 Annual Meeting will have an opportunity to submit questions live via the internet during the 2026 Annual Meeting. Please review “Information About Our 2026 Annual Meeting” beginning on page 96 of this Proxy Statement for information about attending, voting and asking questions at the 2026 Annual Meeting.
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| By Order of the Board of Directors, Carey S. Roberts Executive Vice President, General Counsel, Ethics & Compliance Officer and Corporate Secretary April 1, 2026 Chicago, Illinois | Important Notice Regarding Internet Availability of Proxy Materials for May 13, 2026, Annual Meeting We are sending this Proxy Statement and making this Proxy Statement first available on or about April 1, 2026. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available via the internet at www.proxyvote.com. |
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| iv | | 2026 | Proxy Statement |
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Table of Contents
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| Letter to Ventas Stockholders | i | | Notice of 2026 Annual Meeting of Stockholders | iii | | About Ventas | 2 | | Our Company | 2 | | 2025 Performance Highlights | 4 | | Proxy Summary | 6 | | Corporate Governance and Board Matters | 8 | | Proposal 1: Election of Directors | 9 | | Board Snapshot | 10 | | Board Nominees | 11 | | Director Recruitment, Nomination and Succession Planning | 24 | | Our Corporate Governance Framework | 30 | | Board Leadership Structure | 32 | | Board Roles and Responsibilities | 34 | | Committee Information | 37 | | Stockholder Engagement | 40 | | Contacting the Board of Directors | 41 | | Non-Employee Director Compensation | 42 | | Our Executive Officers | 46 | | Executive Compensation | 49 | | Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers | 50 | | Compensation Discussion and Analysis | 50 | | Compensation Committee Report | 75 | | Compensation Committee Interlocks and Insider Participation | 75 | | Executive Compensation Tables | 76 | | CEO Pay Ratio | 86 | | 2025 Pay vs. Performance | 87 | | Equity Compensation Plan Information | 90 | | Audit Matters | 91 | | Proposal 3: Ratification of Fiscal 2026 Auditor Selection | 91 | | Audit and Non-Audit Fees | 92 | | Policy on Pre-Approval of Audit and Permissible Non-Audit Services | 92 | | Audit and Compliance Committee Report | 93 | | Securities Ownership | 94 | | Stock Ownership of Directors, Management and Certain Beneficial Owners | 94 | | Delinquent Section 16(a) Reports | 95 | | Additional Information | 96 | | Information About Our 2026 Annual Meeting | 96 | | Submission of Stockholder Proposals and Other Items for 2027 Annual Meeting | 100 | | Cautionary Note Regarding Forward-Looking Statements | 100 | | Appendix A: Non-GAAP Financial Measures Reconciliation | A-1 | | Non-GAAP Financial Measures | A-1 | | Non-GAAP Performance Measures | A-7 | | Helpful Resources | A-9 |
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| 2026 | Proxy Statement | | 1 |
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| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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About Ventas Our Company Ventas, Inc. is an S&P 500 company 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 approximately 875 senior housing communities, which provide valuable services to residents and enable them to thrive in supported environments. We aim to deliver outsized performance at scale, by leveraging our Ventas OITM platform, operational expertise, data-driven insights, extensive relationships and strong financial position. 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"). Ventas has delivered approximately 19% annualized total shareholder return ("TSR") since the beginning of 2000, including more than 35% TSR in 2025.* The Company's TSR has outperformed both the FTSE Nareit Equity Health Care Index ("Nareit Health Care Index") and the MSCI U.S. REIT Index for the one-, three- and five-year periods ended December 31, 2025, and outperformed both indices and the S&P 500 Index since the beginning of 2000.** * FactSet, for the periods ending December 31, 2025 ** Alexandria Real Estate Equities, Inc. (NYSE: ARE) was added to the Nareit Health Care Index in June 2024 on a prospective basis. Index performance for the full 3‑year period has been adjusted to include Alexandria Real Estate Equities, Inc., with performance for all other periods as reported Executing A Three-Part Focused Business Strategy For Value Creation For nearly three decades, Ventas has pursued a strategy focused on delivering outsized value to stockholders and other key stakeholders by enabling exceptional environments that benefit the aging population. In 2023, we adopted a focused 1-2-3 business strategy designed to capture the multiyear growth opportunities in senior housing and maximize value across our portfolio. Underpinned by financial strength and flexibility, we believe this strategy is producing strong FFO per share growth, NOI growth and TSR.
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| The Ventas 1-2-3 Strategy | | | | 1 | 2 | 3 | | Delivering profitable organic growth in senior housing | Capturing value-creating external growth focused on senior housing | Generating strong cash flow throughout our portfolio |
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Strong, Secular Demographic Demand Our business and strategy are focused on meeting the secular demand from a large and growing aging population. The aging of America’s population—including nearly 70 million baby boomers who begin to turn 80 in 2026—is driving unprecedented demand for senior housing, increasing healthcare utilization and fueling the need for biomedical research to treat chronic conditions and cure disease. Our properties are positioned to serve this powerful demographic demand, as we enable exceptional environments that benefit a large and growing aging population. •The U.S. 80+ population is expected to grow by more than 28% through 2030.(1) •America's total 80+ population is increasing by approximately 500,000 each year; in 2027, this increase jumps to over 850,000 individuals per year.(1)
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| 2 | | 2026 | Proxy Statement |
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| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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•Today, the 65+ cohort makes up ~18% of the U.S. population, an all-time high.(1) •Over 90% of 65+ people in the United States have at least one chronic condition and nearly 80% of 65+ people have two or more chronic conditions.(2) (1)Oxford Economics, as of December 2025 (2)Center for Disease Control and Prevention, April 2025 Built To Meet The Moment As the world’s second largest owner of senior housing, Ventas provides exceptional senior living environments where over 93,000 residents enjoy the proven benefits of care and community in a supported setting. Our platform is built to drive outperformance at scale — powered by data, analytics, experience and operational expertise which we believe provide Ventas competitive advantages in senior housing. All of our asset classes, including senior housing, healthcare properties and research facilities, benefit from secular demographic demand. Our outpatient medical properties provide convenient access to quality healthcare as the shift to outpatient settings continues; our research facilities help enable lifesaving discoveries and medical advances that are of growing importance as the population ages; and our other healthcare facilities enable critical care and healing.
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| SENIOR HOUSING(1) The world's second largest owner of senior housing(2), delivering valuable benefits to residents in a time of unprecedented demand | 875 communities across the United States, Canada and the United Kingdom 93K+ seniors served | 40+ operators | | OUTPATIENT MEDICAL AND RESEARCH(1) Supporting growing demand for outpatient medical care and research that enhances health, longevity and quality of life | ~21M square feet of outpatient medical (OM) space(3) 40M+ patient visits each year | 96% of OM portfolio affiliated with health systems or hospitals |
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| TRIPLE-NET HEALTHCARE(1) Enabling critical care and healing in specialized facilities | 8K patient beds 1.9M patient days annually(4) | VENTAS INVESTMENT MANAGEMENT(1) Creating value for institutional capital partners and Ventas stockholders through our third-party institutional private capital management platform | ~$5B assets under management 280%+ fund growth since inception |
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(1)Data as of December 31, 2025, unless otherwise noted (2)Company supplemental reports and 2024 ASHA Top Owners list (3)Represents consolidated and unconsolidated properties and investments in process and developments underway (4)As of September 30, 2025
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| 2026 | Proxy Statement | | 3 |
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| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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2025 Performance Highlights Ventas’s strong results in 2025 demonstrate the power of our strategy and execution and our role as a preeminent participant in a rapidly growing market fueled by demographic demand. Delivered Strong Returns For Stockholders
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| | VTR(1) | MSCI U.S. REIT Index(1) | Nareit Health Care Index(1)(2) | | 1 Year | 35.1% | 2.9% | 28.5% | | 3 Year | 23.8% | 8.4% | 19.3% | | 5 Year | 13.4% | 6.6% | 10.5% | | Since 2000 | 18.7% | 9.5% | 13.0% |
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•Delivered TSR exceeding 35% in 2025, nearly twice the total return of the S&P 500 Index and second best among all S&P 500 REITs •Outperformed our key benchmarks — the Nareit Health Care Index and MSCI U.S. REIT Index — for the one-, three- and five-year periods ended December 31, 2025 and outperformed both indices and the S&P 500 Index since the beginning of 2000 •Increased quarterly dividend in the first quarter 2026 by 8% to $0.52 per share on the strength of the Company’s 2025 results and its positive outlook (1)FactSet, for the periods ending December 31, 2025 (2)Alexandria Real Estate Equities, Inc. (NYSE: ARE) was added to the Nareit Health Care Index in June 2024 on a prospective basis. Index performance for the full 3‑year period has been adjusted to include Alexandria Real Estate Equities, Inc., with performance for all other periods as reported Achieved Strong Financial and Operating Performance and Robust Year-over-Year Growth For full year 2025, reported per share results were:
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| | 2025 | 2024 | $ Change | % Change | | Net Income Attributable to Common Stockholders ("Attributable Net Income") | $0.54 | $0.19 | $0.35 | 184% | | Nareit Funds From Operations* ("Nareit FFO") | $3.50 | $3.14 | $0.36 | 11% | | Normalized Funds From Operations* ("Normalized FFO") | $3.48 | $3.19 | $0.29 | 9% |
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•Attributable Net Income per share of $0.54 •Normalized FFO* per share of $3.48, an increase of approximately 9% compared to the prior year •Total Company NOI* year-over-year growth of 16% and Total Company Same-Store Cash NOI* year-over-year growth of 8% * 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 Increased Scale to Capture Multiyear Growth Opportunity in Senior Housing •Exceeded $50 billion in enterprise value, an increase of more than $10 billion since December 31, 2024 •Grew SHOP to represent 53% of our 2025 annualized NOI (from 43% of 2024 annualized NOI), through a combination of organic growth, investments and NNN-to-SHOP conversions(1)
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| 4 | | 2026 | Proxy Statement |
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| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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Drove Continued Momentum in SHOP •Delivered the fourth consecutive year of double-digit Same-Store Cash NOI* growth in SHOP •SHOP Same-Store Cash NOI growth of over 15% in 2025, led by U.S. growth of more than 18% •Closed $2.5 billion in high-quality senior housing investments with attractive growth and financial return expectations(2) Further Enhanced the Company's Financial Strength and Flexibility •Net Debt to Further Adjusted EBITDA* improved to 5.2x as of the end of the fourth quarter 2025 •Raised approximately $7 billion of debt and equity capital to fund investment pipeline and refinancing activities(3) •Ended 2025 with $5.3 billion in liquidity(4) •Maintained BBB+ / Baa1 credit ratings with S&P and Moody's(5) * 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 (1) Based on fourth quarter 2025 and 2024 NOI on an annualized basis (2) Amount reflects senior housing investments closed in fiscal year 2025 at 100% ownership (3) Capital raised includes consolidated and non-consolidated activity at 100% of proceeds and term loan commitments received in 2025 (4) Liquidity includes availability under our unsecured revolving credit facility, cash and cash equivalents and unsettled equity forward sales agreements outstanding (5) A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time
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| 2026 | Proxy Statement | | 5 |
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| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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Proxy Summary At our 2026 Annual Meeting, you will be asked to vote on three proposals. This proxy summary provides limited information regarding each proposal. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. 2026 Annual Meeting Proposals The proposals that stockholders will be asked to vote on at this meeting are as follows:
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| ITEMS: | | Board Recommendation | | Page Reference | | 1 | Elect 12 director nominees | | FOR each director nominee | 9 | | 2 | Approve executive compensation on an advisory basis | | FOR | 50 | | 3 | Ratify selection of KMPG LLP as our independent registered public accounting firm for the 2026 fiscal year | | FOR | 91 |
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Director Nominees Our Board has nominated 12 individuals for election as directors at the Company’s 2026 Annual Meeting. All of our director nominees are currently members of our Board of Directors. Each brings valuable skills and perspectives, informed by their background and experience, to our deliberations and is an important contributor to our Board and advisor to our management team. Additional information regarding this proposal, the composition of our Board and our director nominees can be found in "Proposal 1: Election of Directors" beginning on page 9 of this Proxy Statement.
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| 6 | | 2026 | Proxy Statement |
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| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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The second item on the agenda for the 2026 Annual Meeting is an advisory vote on our executive compensation program. Our executive compensation program reflects our philosophy that compensation should be linked to performance, align with stockholder experience and attract, retain and motivate talented employees. We benchmark our executive compensation against that of our peers to ensure that our executives’ pay is appropriate based on their roles, responsibilities and years of experience. A significant proportion of target executive compensation—more than 80% of the 2025 target compensation of our Named Executive Officers—is in the form of equity and cash incentive awards that is variable or at-risk such that an executive’s realized pay is closely tied to the Company’s performance. At our 2025 Annual Meeting of Stockholders, our executive compensation program received the support of over 88% of votes cast and our conversations with our stockholders during 2025 indicate that our stockholders are generally supportive of our executive compensation program. Additional information regarding our executive compensation program and this proposal can be found in "Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers" beginning on page 50 of this Proxy Statement. Auditor The third item on the agenda for the 2026 Annual Meeting is ratification of the selection of KPMG as our auditing firm for 2026. KPMG was first engaged to serve as our independent registered public accounting firm in July 2014. We believe that the continued retention of KPMG to serve in this role for this fiscal year is in the best interests of the Company and its stockholders. Additional information regarding this proposal can be found in "Proposal 3: Ratification of Fiscal 2026 Auditor Selection" beginning on page 91 of this Proxy Statement.
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| 2026 | Proxy Statement | | 7 |
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| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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Corporate Governance and Board Matters
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| Proposal 1: Election of Directors | 9 | | Board Snapshot | 10 | | Board Nominees | 11 | | Director Recruitment, Nomination and Succession Planning | 24 | | Our Corporate Governance Framework | 30 | | Board Leadership Structure | 32 | | Board Roles and Responsibilities | 34 | | Committee Information | 37 | | Stockholder Engagement | 40 | | Contacting the Board of Directors | 41 | | Non-Employee Director Compensation | 42 |
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| 8 | | 2026 | Proxy Statement |
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| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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Corporate Governance and Board Matters
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| Proposal 1 Election of Directors |
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At the 2026 Annual Meeting, stockholders will vote on the election of the 12 director nominees listed on the following page, each of whom is currently a director of the Company. The Board has nominated the director nominees, on the recommendation of the Nominating, Governance and Corporate Responsibility Committee, to serve until the 2027 Annual Meeting or until their successor has been duly elected and qualified or their earlier resignation, death or removal. Each director nominee has indicated that they are willing to serve if elected. We do not anticipate that any of the director nominees will be unable or unwilling to stand for election but, if that happens, your proxy may be voted for another person nominated by the Board, or the Board may reduce its size, in each case, on the recommendation of the Nominating, Governance and Corporate Responsibility Committee. In nominating the following director nominees for election at the Company’s 2026 Annual Meeting, the Board has evaluated each director nominee by reference to the criteria described in "Director Recruitment, Nomination and Succession Planning" beginning on page 24 of this Proxy Statement. In addition, the Board evaluates each individual director in the context of the Board as a whole, with the objective of recommending a group that can best support the success of our Company and represent stockholder interests. The following section contains information provided by the director nominees about their principal occupations, business experience and other matters, as well as a description of how each nominee's experience qualifies the nominee to serve as a director of the Company. The information reflects each nominee's age and tenure as of the 2026 Annual Meeting and current committee and chair assignments.
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| | Our Board recommends that you vote FOR the election of each of the 12 director nominees to the Board of Directors listed on the enclosed proxy card or voting instruction form. |
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| 2026 | Proxy Statement | | 9 |
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| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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Board Snapshot 2026 Director Nominees Below is a snapshot of our director nominees, including current committee and chair assignments. Information regarding age and tenure are provided as of the date of our 2026 Annual Meeting for all nominees.
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| KEY TO BOARD COMMITTEES | | | | | | | | Audit and Compliance Committee | | Compensation Committee | | Chair | | | Investment Committee | | Nominating, Governance and Corporate Responsibility Committee | | |
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| | Independent | | | Non-independent |
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Independence
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| | 50s | | | 60s |
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Age
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| | <5 years | | | 5-10 years | | | >10 years |
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Tenure
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| 10 | | 2026 | Proxy Statement |
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| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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Board Nominees Director Nominee Skills, Experience and Qualifications In recommending director nominees, our Nominating, Governance and Corporate Responsibility Committee considers the particular experience, qualifications and skills of the current Board members and any prospective candidates to ensure a variety of experience, skills and qualifications are represented on the Board.
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| Skills and Attributes | | | | | | | | | | | | | | | | Capital Intensive Industry: Contributes to a deeper understanding of the Company’s operations and key performance indicators | | • | • | • | • | | • | | • | • | • | | | | Education, Communication & Brand: Valuable in managing communications with stakeholders and protecting the Company’s brand and reputation | • | • | • | • | • | • | • | • | • | • | • | • | | | Executive Compensation: Contributes to the Board’s ability to attract, motivate and retain executive talent and align executive compensation with long-term stockholder value | • | | • | • | • | • | • | • | • | | • | • | | | Executive Experience (CEO): Supports our management team through relevant advice and leadership | | | • | | • | • | • | • | • | | • | • | | | Financial/Accounting Experience: Critical to the oversight of the Company’s financial statements, financial reporting and internal controls | | • | • | • | • | • | • | • | • | • | • | • | | | Healthcare, Senior Housing & Health Systems: Contributes to a deeper understanding of the challenges and opportunities in the healthcare, senior housing and for-profit/not-for-profit health systems industries | • | | • | • | • | • | | • | | | | • | | | Investment & Capital Allocation: Valuable in overseeing the Company’s investment and capital allocation strategies, capital structure and financing activities | | • | • | • | • | • | • | • | • | • | • | • | | | Investor Experience & Perspective: Provides valuable insight regarding the considerations relevant to institutional investors | | • | • | • | • | • | • | • | • | • | • | | | | Life Sciences, Research & Innovation: Provides valuable insight regarding the unique considerations relevant to the life sciences, research & innovation space | | | • | | | • | | • | | | | | | | Public Policy & Regulation: Contributes to the Board’s understanding of complex public policy issues and legal, regulatory and compliance risks | • | | • | • | | | • | • | | | | • | | | REITs/Real Estate: Contributes to a deeper understanding of the Company’s challenges and opportunities in the REIT and real estate industries | | • | • | • | • | | • | | • | • | • | | | | Risk Management: Provides risk management experience to support the Board's oversight of key risks facing the Company | • | • | • | • | • | • | • | • | • | • | • | • | | | Sales & Marketing: Provides valuable insight into the promotion and sale of services and products and the delivery of excellent value to tenants, residents and other key stakeholders | | | | | | | • | • | • | | | • | | | Strategic Planning: Essential to guiding the Company’s long-term business strategy | • | • | • | • | • | • | • | • | • | • | • | • | | | Technology/Cybersecurity: Contributes to the Board’s understanding of information technology, including emerging technology such as artificial intelligence, and cybersecurity risks | | | | • | | | | | • | | • | • | | Independent | | • | • | | • | • | • | • | • | • | • | • | • |
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| 2026 | Proxy Statement | | 11 |
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| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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Director Nominee Biographies
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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: 62 Committees: Nominating, Governance and Corporate Responsibility (Chair) Other Current Public Company Directorships: None Prior Public Company Directorships: Booz Allen Hamilton Inc. (NYSE: BAH) (2015-2025) | | | | | | | 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 | | | | | | •Chair, Aspen Institute for Community Solutions and Opportunity Youth Forum •Member of the Board of Directors, William & Flora Hewlett Foundation | | | |
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| 12 | | 2026 | Proxy Statement |
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| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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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: 63 Committees: Investment Other Current Public Company Directorships: None Prior Public Company Directorships: American Industrial Properties REIT (formerly NYSE: IND) (1997–2000) Grove Property Trust (formerly AMEX: GVE) (1998–2000) | | | | | | | 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) | | | |
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| 2026 | Proxy Statement | | 13 |
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| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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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 Ventas into a preeminent S&P 500 company by setting and overseeing a long-term strategy that drove the Company’s market capitalization from $0.3 billion since her leadership began in 1999 to over $40 billion in 2026. Under Ms. Cafaro’s leadership, the Company’s annualized total shareholder return (TSR) has approximated 19% for the 26 years ended December 31, 2025. 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: 68 Committees: None Other Current Public Company Directorships: PNC Financial Services Group Inc. (NYSE: PNC) (since 2017) Prior Public Company Directorships: Weyerhaeuser Co. (NYSE: WY) (2007-2016) Ambassador Apartments, Inc. (formerly NYSE: AAH) (1997-1999) | | | | | | | Professional Experience | | | | | | •Ventas, Inc. •Chairman of the Board (since 2003) •Chief Executive Officer and Director (since 1999) •President (1999-2010) •President and Director, Ambassador Apartments, Inc. (formerly NYSE: AAH), a multi-family REIT (1997-1999) | | | | | | Private Boards and Community Service | | | | | | •Member, Board of Directors of the Civic Committee and the Commercial Club of Chicago •Former Chair, Real Estate Roundtable •Former Chair, Board of Directors of The Economic Club of Chicago •Former Chair of the Executive Board, National Association of Real Estate Investment Trusts (Nareit) | | | |
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| 14 | | 2026 | Proxy Statement |
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| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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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 25 years of public board experience, including in the healthcare space. | | | | | Michael J. Embler Independent Director Director Since: 2022 Age: 62 Committees: Audit and Compliance Investment Other Current Public Company Directorships: NMI Holdings (NASDAQ: NMIH) (since 2012) Prior Public Company Directorships: American Airlines Group Inc. (NYSE: AAL) (2013-2025) Taubman Centers, Inc. (formerly NYSE: TCO) (2018-2020) Kindred Healthcare Inc. (formerly NYSE: KND) (2001-2008) | | | | | | | 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) •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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| 2026 | Proxy Statement | | 15 |
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| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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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: 65 Committees: Investment (Chair) Other Current Public Company Directorships: Boston Properties, Inc. (NYSE: BXP) (since 2011) Prior Public Company Directorships: None | | | | | | | 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 •Former Executive Chairman of the Board of Directors, Atria Senior Living, Inc., a for-profit senior housing company | | | |
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| 16 | | 2026 | Proxy Statement |
director_bios
| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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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: 69 Committees: Compensation (Chair) Nominating, Governance and Corporate Responsibility Other Current Public Company Directorships: None Prior 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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| 2026 | Proxy Statement | | 17 |
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| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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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 Vice Chairman 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: 57 Committees: Audit and Compliance Nominating, Governance and Corporate Responsibility Other Current Public Company Directorships: Equity LifeStyle Properties, Inc. (NYSE: ELS) (since 2013) Prior Public Company Directorships: Liberty Property Trust (formerly NYSE: LPT) (2017-2020) | | | | | | | Professional Experience | | | | | | •Equity LifeStyle Properties, Inc. (NYSE: ELS), a resort community real estate investment trust •Chief Executive Officer (since 2013) •Vice Chairman (since 2025) •President (2012-2025) •Chief Financial Officer (2011-2013) •Executive Vice President (2011-2012) •Other roles in asset management, business development and sales and marketing (1993-2011) •Member of the Executive Team (since 2005) | | | | | | 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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| 18 | | 2026 | Proxy Statement |
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| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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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 35 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: 58 Committees: Compensation Nominating, Governance and Corporate Responsibility Other Current Public Company Directorships: Taysha Gene Therapies, Inc., Chairman of the Board (NASDAQ: TSHA) (since 2020) Prior Public Company Directorships: Neoleukin Therapeutics (now Neurogene, Inc.) (NASDAQ: NLTX) (2019-2020) Aquinox Pharmaceuticals, Inc. (formerly NASDAQ: AQXP) (2015-2019) | | | | | | | Professional Experience | | | | | | •Taysha Gene Therapies, Inc. (NASDAQ: TSHA) •Chief Executive Officer (since 2022) •Chairman 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) | | | | | | 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. •Advisory Board Member, Goldman Sachs Life Sciences Fund | | | |
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| 2026 | Proxy Statement | | 19 |
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| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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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 20 years of public board experience. | | | | | Walter C. Rakowich Independent Director Director Since: 2016 Age: 68 Committees: Audit and Compliance (Chair) Investment Other Current Public Company Directorships: Host Hotels & Resorts, Inc. (NYSE: HST) (since 2012) Iron Mountain Incorporated (NYSE: IRM) (since 2015) Prior Public Company Directorships: Prologis, Inc. (2005-2012) | | | | | | | Professional Experience | | | | | | •Prologis, Inc. (NYSE: PLD), an industrial real estate company •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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| 20 | | 2026 | Proxy Statement |
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| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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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: 64 Committees: Nominating, Governance and Corporate Responsibility Other Current Public Company Directorships: None Prior 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 | | | | | | •Member of the Board of Directors, Prairie College •Executive Member, Latino Corporate Directors Association (LCDA) •Member, National Association of Real Estate Investment Trusts (Nareit) •Member, National Association for Business Economics •Member, American Real Estate Society | | | |
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| 2026 | Proxy Statement | | 21 |
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| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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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: 56 Committees: Investment Other Current Public Company Directorships: Realty Income Corporation (NYSE: O) (since 2018) Prior Public Company Directorships: None | | | | | | | 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 | | | | | | •Chairman of the Executive Board, National Association of Real Estate Investment Trusts (Nareit) | | | |
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| 22 | | 2026 | Proxy Statement |
director_bios
| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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| | | | | | | | Key Experience and Qualifications | | | | | | | Healthcare, Senior Housing & Health Systems | | Risk Management | | | | Strategic Planning | | Public Policy & Regulation | | | Mr. Smith brings to our Board over 30 years in the health insurance industry and substantial operational and leadership experience. His areas of expertise include strategy, fiscal and risk management, capital allocation and public policy regulation. Mr. Smith serves as Chairman, President and CEO of Health Care Service Corporation, the largest mutual and fifth largest managed care company in the United States by enrollment. With annual revenues of $88 billion and 34,000 employees, the company serves 27 million people through Blue Cross and Blue Shield plans in Illinois, Montana, New Mexico, Oklahoma and Texas and through HealthSpringSM plans nationwide. | | | | | Maurice S. Smith Independent Director Director Since: 2021 Age: 54 Committees: Audit and Compliance Compensation Other Current Public Company Directorships: Halliburton Company (NYSE: HAL) (since 2023) Prior Public Company Directorships: None | | | | | | | Professional Experience | | | | | | •Health Care Service Corporation, a leading health insurer •Chairman (since 2025) •Vice Chair of the Board of Directors (2020-2025) •Chief Executive Officer (since 2020) •President (since 2019) •Senior Vice President, Business Development and Subsidiary Management (2015) •Divisional Senior 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 and Deputy Chair, Federal Reserve Bank of Chicago •Chair of the Board, Prime Health Holdings LLC •Member of the Board of Directors, America's Health Insurance Plans (AHIP) •Member of the Board of Directors, Blue Cross Blue Shield Association | | | |
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| 2026 | Proxy Statement | | 23 |
director_bios
| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
director_bios
Director Recruitment, Nomination and Succession Planning The Nominating, Governance and Corporate Responsibility Committee regularly reviews the size and composition of the Board on a holistic basis, using the matrix of identified skills, experience and qualifications disclosed above. The Nominating, Governance and Corporate Responsibility Committee considers potential candidates during the course of the year on an ongoing basis as part of our Board refreshment process. In accordance with our Guidelines on Governance (our “Guidelines”), the Nominating, Governance and Corporate Responsibility Committee annually considers and recommends to the Board a slate of director nominees for election at the next annual meeting of stockholders. In making its recommendations, the Nominating, Governance and Corporate Responsibility Committee considers: •high-performing, independent incumbent directors who have indicated a willingness to continue serving on our Board; •candidates, if any, nominated by our stockholders in accordance with the Company’s organizational documents and applicable laws; and •other candidates determined by the Nominating, Governance and Corporate Responsibility Committee. Our Guidelines provide that, in general, director nominees should have one or more of the following qualifications and characteristics: •demonstrated management or technical ability at high levels in successful organizations; •currently or previously employed in positions of significant responsibility and decision-making; •experience relevant to our operations, such as real estate, real estate investment trusts, healthcare, finance or general management; •well-respected in their business and home communities; •time to devote to Board duties; •independent from us and not related to our other directors or employees; •integrity; •leadership ability and a proven record of accomplishment; •expertise in business, professional, academic, political or community affairs; •willingness to engage with candor, evaluate, challenge and stimulate. The Nominating, Governance and Corporate Responsibility Committee also evaluates each potential nominee's or candidate's independence and any actual or potential conflicts of interest. In general, the Nominating, Governance and Corporate Responsibility Committee seeks to include on the Ventas Board a complementary mix of individuals with a range of skills, experience and perspectives that are responsive to the broad set of challenges and opportunities that the Company confronts without representing any particular interest group or constituency. Our directors are expected to be active participants in governing our enterprise. The Nominating, Governance and Corporate Responsibility Committee seeks to recommend nominees who have adequate time to devote to Board activities, recognizing that public company boards of directors require a significant commitment. Accordingly, the Company maintains an overboarding policy that prohibits anyone who serves as an executive officer of a public company from simultaneously serving on more than two public company boards in addition to the Company’s Board and prohibits all other directors from simultaneously serving on more than four public company boards in addition to the Company’s Board. The Company also prohibits Audit and Compliance Committee members from simultaneously serving on more than two additional public company audit committees. No single factor or group of factors is necessarily dispositive of whether a candidate will be recommended by our Nominating, Governance and Corporate Responsibility Committee. The Nominating, Governance and Corporate Responsibility Committee will consider candidates recommended by stockholders and applies these same standards in evaluating individuals in that context. Candidates recommended by stockholders must meet the criteria and qualifications described above. Stockholders may submit recommendations to our Corporate Secretary at our principal executive offices at 300 North LaSalle Street, Suite 1600, Chicago, IL 60654. Director nominations by our stockholders must follow the procedures described in "Submission of Stockholder Proposals and Other Items for 2027 Annual Meeting" beginning on page 100 of this Proxy Statement.
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| 24 | | 2026 | Proxy Statement |
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| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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Refreshment and Board Succession Planning The Board is committed to effective succession planning and a rigorous, ongoing refreshment program. The average tenure of our independent director nominees is approximately seven years as of the date of the 2026 Annual Meeting. Including our CEO, the average tenure is approximately nine years as of the date of the 2026 Annual Meeting. Our Nominating, Governance and Corporate Responsibility Committee monitors the average tenure of our directors and seeks to achieve a variety of director tenures in order to benefit from long-tenured directors’ institutional knowledge and newly elected directors’ fresh perspectives. We have appointed four new independent directors to the Board of Directors within the past five years. In its ongoing reviews of the Board’s composition, the Nominating, Governance and Corporate Responsibility Committee considers succession planning in light of factors such as skills, experience and qualifications needed, the Company’s strategy, director feedback (including from the annual Board self-evaluation), stockholder perspectives shared during our biannual engagement process and upcoming retirements and other potential departures. The Nominating, Governance and Corporate Responsibility Committee conducts an enhanced evaluation of any independent director with more than 15 years of service on the Board and provides the Board with a detailed explanation as to the determinative factors for nominating such director for another term if the Nominating, Governance and Corporate Responsibility Committee recommends that such director candidate be nominated for election.
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| 2026 | Proxy Statement | | 25 |
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| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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Director Recruitment Our Nominating, Governance and Corporate Responsibility Committee has the authority to identify, consider and recommend candidates to the Board. An overview of the Board’s director recruitment process is provided below:
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| Evaluate Board Composition | The Nominating, Governance and Corporate Responsibility Committee periodically reviews Board composition and the skills, experience and qualifications held by existing directors and those sought in candidates, considering the needs of the Board in light of the Company’s strategy, director feedback (including from the annual Board self-evaluation), stockholder perspectives and upcoming retirements and other potential departures. | | | | | Identify Candidates | Based on its assessment of Board composition, if it determines that a search for an external candidate to join the Board may be appropriate, the Nominating, Governance and Corporate Responsibility Committee identifies a candidate profile to guide the Committee’s search and may retain a third-party search firm to assist in identifying and evaluating candidates. Candidates may also be recommended by our stockholders, existing directors, advisors and other sources. | | | | | Assess Candidates | Candidates are assessed against the criteria outlined in “—Director Recruitment, Nomination and Succession Planning” at page 24 and the skills, experience and qualifications shown in “Board Nominees—Director Nominees Skills, Experience and Qualifications” at page 11 as well as the future needs of the Board, including succession planning. The Nominating, Governance and Corporate Responsibility Committee, with the assistance of the Corporate Secretary, reviews candidates for independence and potential conflicts. | | | | | Interview Candidates | Qualified top candidates are interviewed by members of the Nominating, Governance and Corporate Responsibility Committee and other Board members, as appropriate. In some cases, candidates are also screened by search firms and interviewed by members of management. | | | | | Recommend Candidates | The Nominating, Governance and Corporate Responsibility Committee recommends candidates to the Board for appointment or nomination for election. | | | | | Stockholder Vote | Stockholders vote on director nominees at the annual meeting of stockholders. |
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| Four New Independent Directors Added Within the Past Five Years | | | | Expertise in investments, finance, accounting, technology, healthcare and REITs/real estate |
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| 26 | | 2026 | Proxy Statement |
director_bios
| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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Independence Our Guidelines require that at least a majority of the members of our Board meet the criteria for independence under the rules and regulations of the New York Stock Exchange (the “NYSE”). For a director to be considered independent under the NYSE’s listing standards, the director must satisfy certain tests, and the Board must affirmatively determine that the director has no direct or indirect material relationship (other than as a director) with us. Not less than annually, our Board evaluates the independence of each non-management director on a case-by-case basis by considering any matters that could affect the director's ability to exercise independent judgment in carrying out the responsibilities of a director, including all transactions and relationships between the director, members of the director's family and organizations with which the director or their family members are affiliated, on the one hand, and us, our subsidiaries and our management, on the other hand. The Board has affirmatively determined that all of the Company’s current directors and directors who served during 2025, with the exception of Ms. Cafaro, are independent under the NYSE’s listing standards based on its most recent review, which applied the standards described above. Under the NYSE listing standards, Ms. Cafaro is not considered independent due to her employment as our CEO. The Board has also determined that: •all members of the Audit and Compliance Committee are independent under the applicable rules of the NYSE and the Securities and Exchange Commission (“SEC”); and •all members of the Compensation Committee are independent, non-employee directors under the applicable rules of the NYSE and the SEC. The Board maintains a policy that the Company will not engage any entity that employs a director on a full-time basis to provide financial advisory or investment banking services with respect to any acquisition, disposition, restructuring, joint venture or other transactional matter. The policy is not intended to preclude the Company from engaging the entity for other purposes, such as to provide routine or administrative services in connection with the Company’s workforce compensation or benefit programs. The policy is subject to compliance with any other applicable policies of the Company, including those governing related person transactions. Director Resignation Policy In accordance with our Director Resignation Policy, our Board will nominate an incumbent director for election only if the director agrees that, in the event the director fails to receive a majority of votes cast in an uncontested election at our annual meeting, they will tender an irrevocable resignation that will be effective upon acceptance by the Board. If an incumbent director fails to receive a majority of votes cast in an uncontested election at our annual meeting, our Nominating, Governance and Corporate Responsibility Committee will determine whether to recommend acceptance or rejection of the director’s resignation and submit its recommendation for prompt consideration by the Board. Our Board will act on the Nominating, Governance and Corporate Responsibility Committee’s recommendation and publicly disclose its decision regarding the tendered resignation by filing a Current Report on Form 8-K with the SEC no later than 90 days following certification of the election results. Director Retirement Under our Guidelines, a non-management director is required to retire at the first annual meeting of stockholders following their 75th birthday. On the recommendation of our Nominating, Governance and Corporate Responsibility Committee, our Board may waive this requirement if it deems a waiver to be in our best interests and the best interests of our stockholders.
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| 2026 | Proxy Statement | | 27 |
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| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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Annual Board Self-Evaluation The Board recognizes that a robust and constructive evaluation process is an essential component of good corporate governance and Board effectiveness. To support continued effectiveness, the Board and each of its committees conduct self-evaluations on an annual basis. Through this process, directors provide feedback and assess Board, committee and director performance, including by identifying areas where the Board believes it is functioning effectively and areas where the Board believes it can improve. The process includes the following steps:
director_bios
| 01 | Questionnaires | | | Tailored written questionnaires for the Board and each committee are reviewed with the Chair of the Nominating, Governance and Corporate Responsibility Committee. The Chair may solicit input from others, including the Lead Independent Director and Chairs of the Board's committees, in connection with the review of the questionnaires. We also regularly review the questionnaires with external advisors to ensure they reflect best practices. Directors then complete a questionnaire for the Board and for each committee on which they served during the past year electronically. Responses to the questions are anonymous. | | | Topical areas include: Corporate Strategy, Board Priorities, Corporate Governance, Executive Compensation, Board and Committee Composition, Succession Planning, Ethics and Compliance, Culture, Risk Management, Board and Committee Meetings, Communications and Materials and Overall Effectiveness of the Board and Committees | | | | | 02 | Review | | | The Chair of the Nominating, Governance and Corporate Responsibility Committee receives and reviews responses to the questionnaires (which are provided anonymously) and discusses the feedback with the Chair of the Board and the Lead Independent Director, to the extent appropriate. | | | | | 03 | Individual Director Interviews | | | The Chair of the Nominating, Governance and Corporate Responsibility Committee engages with independent directors individually to receive and discuss any feedback that they may want to provide directly. | | | | | 04 | Board and Committee Reports | | | The Chair of the Nominating, Governance and Corporate Responsibility Committee consults with the Chair of the Board and Lead Independent Director and provides reports with feedback received to the full Board and the Chair of each committee, to the extent appropriate. | | | | | 05 | Feedback Incorporated | | | The Board and each committee review and discuss the evaluation results, take the feedback into account when assessing the qualifications of the Board and use the feedback to develop changes to enhance Board and committee effectiveness. |
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| 28 | | 2026 | Proxy Statement |
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| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
director_bios
Director Orientation and Continuing Education New directors typically participate in an orientation coordinated by the Nominating, Governance and Corporate Responsibility Committee and management. New directors engage with senior management to review the Company’s strategy, business segments and key industry trends, our recent and historical performance and its key drivers, organizational structure, significant financial, accounting and risk management matters, compliance programs and corporate governance practices, among other topics. We provide new directors with written materials to supplement the management meetings. Informally, our directors also meet individually with new directors as part of the new director onboarding. We expect our directors to be well informed about the Company’s business, the competitive landscape in which the Company operates and issues currently affecting the Company, the senior housing, healthcare and life science, research and innovation industries, the real estate investment trust industry, matters of corporate governance and the broader economy. Because our Board believes that ongoing director education is vital to the development of best practices and helps directors fulfill their fiduciary duties to the Company’s stockholders, directors are encouraged to participate in continuing education programs. The Company covers the fees, costs and expenses associated with attendance at one appropriate continuing education program per year for each director.
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| 2026 | Proxy Statement | | 29 |
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| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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Our Corporate Governance Framework Commitment to Strong Governance Practices
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| Accountability to Stockholders | Director Commitment | | •Annual Board Elections •Majority Vote in Uncontested Director Elections with Director Resignation Policy •Stockholders’ Right to Act by Written Consent •Proxy Access Provided for in Our Organizational Documents | •Overboarding Policy: No More than Two Additional Public Company Boards for Directors Who Are Executive Officers of Public Companies (including our CEO) and Four Additional Public Company Boards for All Other Directors •Audit Committee Overboarding Policy: No More than Two Additional Public Company Audit Committees •Board and Committees Meet Regularly •Directors Attended More Than 75% of Meetings of the Board and the Committees on Which They Are Members | | Board Independence | | | •All Directors Except CEO are Independent •All Board Committees Are 100% Independent •Lead Independent Director •Independent Directors Meet Without Management (generally at every meeting) | |
director_bios
| Director Refreshment & Tenure | | •Strong Track Record of Refreshment with 36% of Independent Directors on the Board for <5 years •Four New Independent Board Members Within the Past Five Years •Mandatory Retirement Age: 75 |
cda_lti_design
| 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 Risk Management and 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 |
cda_peer_group
Corporate Governance Guidelines Our Guidelines reflect the fundamental corporate governance principles by which our Board and its committees operate. They set forth general practices the Board and its committees follow with respect to structure, function, organization, composition and conduct. These Guidelines are reviewed at least annually by the Nominating, Governance and Corporate Responsibility Committee and are updated periodically in response to changing regulatory requirements, evolving corporate governance practices, input from our stockholders and otherwise as circumstances warrant. Independent Compensation Advisor The Compensation Committee has retained an independent compensation advisor, Semler Brossy Consulting Group (“Semler Brossy”), to provide advice regarding our executive and non-employee director compensation programs, including: (i) selecting appropriate peer companies for benchmarking purposes; (ii) setting base salaries and incentive award opportunities; (iii) establishing and evaluating achievement of applicable performance measures and related goals under our incentive plans; (iv) determining annual cash and long-term equity incentive awards for our executive officers; and (v) setting cash and equity award levels for our non-employee directors. Semler Brossy reports to the Compensation Committee and received no fees from us that were unrelated to its role as advisor to our Board and its committees during the year ended December 31, 2025. The Compensation Committee annually reviews the scope of work provided by Semler Brossy, as required under the Compensation Committee Charter. After considering the specific independence factors set forth in Rule 10C-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and all other relevant facts and circumstances, the Compensation Committee concluded in its reasonable business judgment that Semler Brossy met the independence criteria and determined that Semler Brossy’s work for the Board and its committees raised no conflict of interest. Transactions with Related Persons We did not have any related persons transactions during 2025. Our Guidelines on Transactions with Related Persons and our Global Code of Ethics and Business Conduct outline our standards and procedures regarding transactions with related persons. Our Audit and Compliance Committee or the disinterested members of our Board must approve any transaction involving us in which any of our directors, officers or 5% or greater stockholders, or their immediate family members, has a direct or indirect material interest. Our directors, officers and employees are required to disclose any existing or proposed transaction in which they have a personal interest, or in which there is or might appear to be a conflict of interest, to our General Counsel in writing. Our General Counsel reviews these matters with the Lead Independent Director to determine whether the transaction raises a conflict of interest that warrants review and approval by the Audit and Compliance Committee or the disinterested members of the Board. In determining whether to approve or ratify a transaction, the Audit and Compliance Committee or disinterested members of the Board consider all relevant facts and circumstances and such other information as they deem appropriate, based on the information available to them. Securities Trading Policy We have adopted a Securities Trading Policy applicable to our directors, officers, other employees and certain related persons (collectively, “covered persons”) that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards applicable to the Company. Among other things, our Securities Trading Policy: (i) prohibits directors, officers and other employees and each of their related persons from trading in our securities while in possession of material, non-public information regarding the Company except under pre-approved 10b5-1 trading plans; (ii) specifies our pre-clearance procedures (and who is subject to such procedures) and open quarterly trading windows; and (iii) specifies our requirements regarding pre-approved trading plans that meet the requirements of Rule 10b5-1 under the Exchange Act. Our Securities Trading Policy was filed as Exhibit 19 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
cda_lti_design
Human Capital Risk Management The Compensation Committee oversees certain human capital matters. We regularly report on human capital matters at our Compensation Committee meetings and periodically report on such matters to the Board. The most significant human capital measures and objectives that we focus on include talent attraction, employee retention, engagement and development, health, safety and wellness and culture. Compensation Risk Assessment As part of its risk oversight role, our Compensation Committee annually considers, together with its independent compensation consultant, Semler Brossy, whether our compensation policies and practices for all employees, including our executive officers, create risks that are reasonably likely to have a material adverse effect on our Company. In conducting its most recent risk assessment, the Compensation Committee reviewed a report prepared by management regarding our existing compensation plans and programs, in the context of our business risk environment. In its review, the Compensation Committee noted several design features of our compensation programs that reduce the likelihood of excessive risk-taking, including the following: •review and approval by the Compensation Committee, which is composed solely of independent members of the Board (and in the case of the CEO, the independent members of the Board), of the compensation structure, plan and awards for our executive officers and the aggregate value of awards for other employees; •advice of an independent compensation consultant on executive compensation levels and program design; •regular review of comparative compensation data to maintain competitive compensation levels in light of our industry, size and performance; •a balanced mix of compensation with a strong emphasis on variable compensation and long-term equity incentive awards; •incentive award opportunities that (i) do not provide minimum guaranteed payouts, (ii) have capped payouts and (iii) are based on a range of performance outcomes; •equity compensation—in the form of Performance Share Unit or time-based Restricted Stock Unit awards—that provides strong incentives to create and preserve long-term stockholder value and discourage excessive risk-taking; •performance measures used for incentives that are based on our business strategy and often in tension with each other in order to balance risk, such as goals to promote FFO growth and maintain a strong balance sheet; •longer-term time-based awards that further align management to stockholder interests and discourage excessive risk-taking in pursuit of shorter-term financial objectives; •use of equity incentive awards granted for future performance with multiyear vesting schedules/performance periods to enhance retention, discourage excessive risk-taking in pursuit of shorter-term financial objectives and further align executive and stockholder interests; and •other policies, such as executive stock ownership guidelines, our recoupment policy and prohibition on hedging and pledging activities that further align executive and stockholder interests. Based on its evaluation, the Compensation Committee has determined, in its reasonable business judgment, that our compensation practices and policies for all employees do not create risks that are reasonably likely to have a material adverse effect on our Company and instead promote behaviors that support long-term sustainability and stockholder value. Management Succession Planning The Nominating, Governance and Corporate Responsibility Committee leads, and the Board oversees and reviews at least annually, a robust short- and long-term succession planning process for our senior management team, including our CEO. In assessing possible CEO candidates, our independent directors identify the skills, experience and attributes they believe are required for an effective leader in light of the Company’s strategic plan, business opportunities and challenges. The Board employs a similar approach with respect to evaluating possible candidates for other senior management positions. In general, the Board’s management succession planning is designed to anticipate both “planned” successions, such as those arising from anticipated retirements, and unplanned succession events, including emergencies and a range of other potential contingencies. Our Board has adopted an emergency succession plan to facilitate the transition to both interim and long-term leadership in the event of an unexpected vacancy in the position of CEO.
Investment Committee
| Name | Fees Earned or Paid in Cash(1) | | Stock Awards(2) | | Total | | | Melody C. Barnes | | $135,000 | | $185,000 | | $320,000 | | Theodore R. Bigman | | 125,000 | | 185,000 | | 310,000 | | Michael J. Embler | | 145,000 | | 185,000 | | 330,000 | | Matthew J. Lustig | | 130,000 | | 185,000 | | 315,000 | | Roxanne M. Martino | | 199,478 | | 185,000 | | 384,478 | | Marguerite M. Nader | | 145,000 | | 185,000 | | 330,000 | | Sean P. Nolan | | 145,000 | | 185,000 | | 330,000 | | Walter C. Rakowich | | 160,000 | | 185,000 | | 345,000 | | Joe V. Rodriguez, Jr. | | 125,000 | | 185,000 | | 310,000 | | Sumit Roy | | 125,000 | | 185,000 | | 310,000 | | Maurice S. Smith | | 150,000 | | 185,000 | | 335,000 |
Investment Committee
(2)The amounts shown in the Stock Awards column reflect the grant date fair value of Restricted Stock Units (excluding stock units credited in lieu of cash retainer and meeting fees) granted to each non-employee director in 2025, calculated in accordance with FASB ASC Topic 718. Each of our directors received an annual stock grant on May 13, 2025. The number of Restricted Stock Units granted was determined by dividing the value of the annual stock grant by the closing price of a share of company common stock on the grant date, rounded down to the nearest whole share. Directors are generally entitled to dividend equivalents on unvested Restricted Stock Units and deferred Restricted Stock Units. As of December 31, 2025, the aggregate number of unvested shares of Restricted Stock Units held by each non-employee director was as follows:
Investment Committee
| Name | Unvested Restricted Stock Units | | Melody C. Barnes | 2,882 | | Theodore R. Bigman | 2,882 | | Michael J. Embler | 2,882 | | Matthew J. Lustig | 2,882 | | Roxanne M. Martino | 2,882 | | Marguerite M. Nader | 2,882 | | Sean P. Nolan | 2,882 | | Walter C. Rakowich | 2,882 | | Joe V. Rodriguez, Jr. | 2,882 | | Sumit Roy | 2,882 | | Maurice S. Smith | 2,882 |
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
| 2026 | Proxy Statement | | 45 |
Investment Committee
| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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 2026 Annual Meeting.
Investment Committee
| | | | | Ms. Cafaro has been our Chief Executive Officer and a director since 1999 and Chairman of our Board of Directors since 2003. She also served as our President from 1999 to November 2010. Ms. Cafaro’s biographical information appears under “Director Nominees” on page 14. | | Debra A. Cafaro, 68 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, 58 Executive Vice President and Chief Financial Officer | |
Investment Committee
| 46 | | 2026 | Proxy Statement |
Investment Committee
| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
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. 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. He is also a former 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, 67 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 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, 51 Executive Vice President, Senior Housing and Chief Investment Officer | |
Investment Committee
| 2026 | Proxy Statement | | 47 |
Investment Committee
| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
Investment Committee
| | | | | 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 the Joffrey Ballet and 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, 55 Executive Vice President, General Counsel, Ethics & Compliance Officer and Corporate Secretary | |
Investment Committee
| 48 | | 2026 | Proxy Statement |
Investment Committee
| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
Investment Committee
| Our Executive Officers | 46 | | Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers | 50 | | Compensation Discussion and Analysis | 50 | | Named Executive Officers | 50 | | Our Company | 51 | | 2025 Performance Highlights | 51 | | Paying for Performance | 53 | | Executive Compensation Philosophy | 53 | | Our Compensation Structure | 54 | | Procedures for Determining Compensation | 55 | | 2025 Executive Compensation | 58 | | Employment Agreements with Named Executive Officers | 73 | | Equity Grant Practices | 73 | | Other Policies | 74 | | 2026 Executive Compensation Decisions | 74 | | Compensation Committee Report | 75 | | Compensation Committee Interlocks and Insider Participation | 75 | | Executive Compensation Tables | 76 | | CEO Pay Ratio | 86 | | 2025 Pay vs. Performance | 87 | | Equity Compensation Plan Information | 90 |
Investment Committee
| 2026 | Proxy Statement | | 49 |
Investment Committee
| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
Investment Committee
| Proposal 2 Advisory Vote to Approve the Compensation of Our Named Executive Officers |
Investment Committee
At the 2026 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 2027 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 2025 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)(2) | | J. Justin Hutchens | Executive Vice President, Senior Housing and Chief Investment Officer | | Carey S. Roberts | Executive Vice President, General Counsel, Ethics & Compliance Officer and Corporate Secretary |
Investment Committee
(1)Lillibridge Healthcare Services, Inc. is a wholly owned subsidiary of the Company. (2)As previously announced, in November 2025 Mr. Bulgarelli advised the Company that he intends to retire from his position effective May 1, 2026.
Investment Committee
| 50 | | 2026 | Proxy Statement |
Investment Committee
| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
Investment Committee
Our Company Ventas, Inc. is an S&P 500 company 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 approximately 875 senior housing communities, which provide valuable services to residents and enable them to thrive in supported environments. We aim to deliver outsized performance at scale, by leveraging our Ventas OITM platform, operational expertise, data-driven insights, extensive relationships and strong financial position. 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. 2025 Performance Highlights Ventas’s strong results in 2025 demonstrate the power of our strategy and execution and our role as a preeminent participant in a rapidly growing market fueled by demographic demand. Delivered Strong Returns For Stockholders
Investment Committee
| | VTR(1) | MSCI U.S. REIT Index(1) | Nareit Health Care Index(1)(2) | | 1 Year | 35.1% | 2.9% | 28.5% | | 3 Year | 23.8% | 8.4% | 19.3% | | 5 Year | 13.4% | 6.6% | 10.5% | | Since 2000 | 18.7% | 9.5% | 13.0% |
Investment Committee
•Delivered TSR exceeding 35% in 2025, nearly twice the total return of the S&P 500 Index and second best among all S&P 500 REITs •Outperformed our key benchmarks — the Nareit Health Care Index and MSCI U.S. REIT Index — for the one-, three- and five-year periods ended December 31, 2025 and outperformed both indices and the S&P 500 Index since the beginning of 2000 •Increased quarterly dividend in the first quarter 2026 by 8% to $0.52 per share on the strength of the Company’s 2025 results and its positive outlook (1)FactSet, for the periods ending December 31, 2025 (2)Alexandria Real Estate Equities, Inc. (NYSE: ARE) was added to the Nareit Health Care Index in June 2024 on a prospective basis. Index performance for the full 3‑year period has been adjusted to include Alexandria Real Estate Equities, Inc., with performance for all other periods as reported
Investment Committee
| 2026 | Proxy Statement | | 51 |
Investment Committee
| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
Investment Committee
Achieved Strong Financial and Operating Performance and Robust Year-over-Year Growth For full year 2025, reported per share results were:
Investment Committee
| | 2025 | 2024 | $ Change | % Change | | Net Income Attributable to Common Stockholders ("Attributable Net Income") | $0.54 | $0.19 | $0.35 | 184% | | Nareit Funds From Operations* ("Nareit FFO") | $3.50 | $3.14 | $0.36 | 11% | | Normalized Funds From Operations* ("Normalized FFO") | $3.48 | $3.19 | $0.29 | 9% |
Investment Committee
•Attributable Net Income per share of $0.54 •Normalized FFO* per share of $3.48, an increase of approximately 9% compared to the prior year •Total Company NOI* year-over-year growth of 16% and Total Company Same-Store Cash NOI* year-over-year growth of 8% Increased Scale to Capture Multiyear Growth Opportunity in Senior Housing •Exceeded $50 billion in enterprise value, an increase of more than $10 billion since December 31, 2024 •Grew SHOP to represent 53% of our 2025 annualized NOI (from 43% of 2024 annualized NOI), through a combination of organic growth, investments and NNN-to-SHOP conversions(1) Drove Continued Momentum in SHOP •Delivered the fourth consecutive year of double-digit Same-Store Cash NOI* growth in SHOP •SHOP Same-Store Cash NOI growth of over 15% in 2025, led by U.S. growth of more than 18% •Closed $2.5 billion in high-quality senior housing investments with attractive growth and financial return expectations(2) Further Enhanced the Company's Financial Strength and Flexibility •Net Debt to Further Adjusted EBITDA* improved to 5.2x as of the end of the fourth quarter 2025 •Raised approximately $7 billion of debt and equity capital to fund investment pipeline and refinancing activities(3) •Ended 2025 with $5.3 billion in liquidity(4) •Maintained BBB+ / Baa1 credit ratings with S&P and Moody's(5) * 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 (1) Based on fourth quarter 2025 and 2024 NOI on an annualized basis (2) Amount reflects senior housing investments closed in fiscal year 2025 at 100% ownership (3) Capital raised includes consolidated and non-consolidated activity at 100% of proceeds and term loan commitments received in 2025 (4) Liquidity includes availability under our unsecured revolving credit facility, cash and cash equivalents and unsettled equity forward sales agreements outstanding (5) A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time
Investment Committee
| 52 | | 2026 | Proxy Statement |
Investment Committee
| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
Investment Committee
Paying for Performance Our annual and long-term incentive compensation program payouts associated with performance periods completed in 2025 were aligned to stockholder returns and financial performance results as follows: •Our 2025 annual incentive plan paid out at 176% of target for Ms. Cafaro and an average of 130% of target for the rest of our Named Executive Officers, driven by three measures that were important to our investors—Normalized FFO/Share, Fixed Charge Coverage and G&A Management and Expense Controls. •In our long-term equity incentive program, Performance Share Units (“PSUs”) earned for the 2023-2025 performance period were 176% of target for Ms. Cafaro and 160% of target for the rest of our Named Executive Officers, 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
| 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 generally reflect an individual’s scope of responsibilities, experience, expertise, sustained performance, contributions and leadership within our Company. | | 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. For 2025, the long-term incentive opportunity for each Named Executive Officer other than our CEO was in the form of 60% PSUs and 40% RSUs. Our CEO's long-term incentive opportunity for 2025 was in the form of 70% PSUs and 30% RSUs. |
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
Stockholder Engagement We have a longstanding practice of engaging with our stockholders and taking actions that reflect perspectives and preferences that stockholders share with us through regular and direct dialogue, including with respect to executive compensation arrangements. Our Board has led our stewardship-focused stockholder outreach program for over a decade, engaging directly with key stockholders in the Spring and Fall of each year on executive compensation, corporate governance, sustainability and other topics of interest to our stockholders. At our 2025 Annual Meeting, the advisory say-on-pay proposal received over 88% support of votes cast. As discussed in "2025 Stockholder Outreach Program" beginning on page 41 of this Proxy Statement, during 2025, our Board invited stockholders representing approximately 70% of our outstanding shares to engage and share their perspectives with us, and ultimately engaged with stockholders representing approximately 42% of our outstanding shares. Stockholders with whom we spoke expressed strong support for our 2025 executive compensation program and the actions taken by the Compensation Committee to evolve the program over time, including in response to investor feedback. Stockholders also were supportive of our decision, in the first quarter of 2025, to remove the key Human Capital Management goals included in our 2023-2025 PSU awards. As disclosed in our 2025 Proxy Statement, the portion of the 2023–2025 PSU awards attributable to key Human Capital Management goals was converted into time‑based RSUs based on attainment through the end of 2024, which was below target. Stockholder feedback during 2025 reinforced the importance of continuing to align the design of our executive compensation program with the Company’s strategy and performance and with investor expectations, while maintaining a competitive program that supports leadership continuity. The table below summarizes key compensation feedback we received from stockholders during our 2025 outreach program and actions taken that were informed by this feedback, together with other considerations, after consultation with and input from our independent compensation consultant, Semler Brossy. Stockholder Feedback and Actions
Investment Committee
| What We Heard from Stockholders | What We Did in Response | | Mixed views on use and weight of TSR measures in the long-term equity incentive program, with some stockholders supporting the continued use of TSR as the primary measure in the plan and others expressing concern about overreliance | Conducted a peer review of the use of TSR measures in peer long-term equity incentive programs and confirmed that its continued use is consistent with peer practices | | Interest from some stockholders in setting a target for relative TSR that is above median performance on the relevant index | Reviewed TSR goal setting and conducted peer review and confirmed that the target rigor and design remain competitive and aligned with peer practices | | Support for re-evaluating the mix of PSUs and RSUs, including whether other Named Executive Officers should have a long-term equity incentive mix consistent with the CEO | Aligned the long-term equity incentive opportunity structure for the Named Executive Officers in the 2026–2028 long-term equity incentive plan to 70% PSUs and 30% RSUs, consistent with the CEO’s long-term equity incentive structure, other than for Mr. Bulgarelli | | Interest in continuing to evolve performance measures in incentive plans to reflect the Company’s core business performance, strategic priorities and evolving growth strategy | Added Normalized FFO/Share as a performance measure in the 2026–2028 PSU awards to further align the program with the Company's strategic focus on earnings growth |
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. 2025 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. With the assistance of Semler Brossy, the Compensation Committee considers several factors in determining the Compensation Peer Group, including: industry sector; total assets; revenue; enterprise value; and management composition and organizational structure. To maintain consistency, the Compensation Committee will generally add or remove a company from the Compensation Peer Group only after monitoring that company for a year or more to assess whether it is likely to meet, or cease to meet, the Company's criteria for long-term inclusion. In August 2024, the Compensation Committee reviewed the Compensation Peer Group with Semler Brossy and determined that The Macerich Company and Vornado Realty Trust, which had been monitored on the Compensation Committee's watch list for several years, no longer satisfied the Company's selection criteria and that there were no other reasons to retain these companies in the Compensation Peer Group. With the input of Semler Brossy, the Compensation Committee also determined that five companies should be added to the Compensation Peer Group to help ensure that the Company's enterprise value and asset value relative to the Compensation Peer Group remained appropriate. As a result of these changes, the Compensation Peer Group used for purposes of setting 2025 compensation was as follows: 2025 Compensation Peer Group
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 securities Use double-trigger change-in-control provisions |
Investment Committee
2025 Executive Compensation Overview of Executive Compensation Program for 2025 In the Fall of 2024, with input from its independent compensation consultant, Semler Brossy, the Compensation Committee, and with respect to Ms. Cafaro, the Board of Directors, conducted its annual review of executive compensation. As part of this review, the Compensation Committee considered the peer benchmarking analysis and other information described above, including the positioning of each element of pay relative to the Compensation Peer Group. In conducting this review, the Compensation Committee noted that, as described in the 2025 Proxy Statement, base salaries for each Named Executive Officer were increased effective January 1, 2024, while annual incentive and long-term equity incentive opportunities, as a percentage of base salary, remained unchanged.
Investment Committee
| Named Executive Officer | Base Salary | | Target Annual Incentive | | Target Long-Term Incentive | | 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 |
Investment Committee
Performance measures for our annual and long-term equity incentive plans are designed to reinforce initiatives that advance the Company’s annual and long-term strategic priorities and objectives. Following its evaluation of the incentive plans, the Compensation Committee determined that the performance measures in the 2024 incentive plans remained appropriately aligned with the Company's strategy. In reaching this determination, the Compensation Committee considered input from management and its independent compensation consultant, as well as the positive feedback received from stockholders. Accordingly, the Compensation Committee determined to maintain the same performance measures and weightings for the 2025 incentive plans. Base Salary Our Compensation Committee reviews the base salaries of our executive officers annually to determine whether any adjustments are warranted. In October and December 2024, the Compensation Committee reviewed benchmarking analysis and other information described above provided by its independent compensation consultant, Semler Brossy. Based on that review and taking into account competitive peer group compensation and broader market conditions, the Compensation Committee and, for Ms. Cafaro, the Board of Directors approved a 4% increase in the base salary of Ms. Cafaro, Mr. Probst, Mr. Bulgarelli and Ms. Roberts. With respect to Mr. Hutchens, the Compensation Committee recognized the expanded scope and strategic importance of his responsibilities to the Company's business strategy and approved a 13.5% increase in base salary. The chart below shows the base salary approved by the Compensation Committee for each of our Named Executive Officers for 2025 and 2024.
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 opportunities and risks 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 measures performance over the full fiscal year, and the Compensation Committee approves specific performance measures, goals and weightings early in the year for each executive officer. The Compensation Committee and, with respect to Ms. Cafaro, the Board, approves the award opportunity range, in each case expressed as multiples of base salary at each applicable level of performance. For 2025, the annual incentive award design remained the same as in 2024, with full-year corporate and individual performance measures assigned 75% and 25% weightings, respectively. Performance was evaluated based on attainment at the end of the 2025 fiscal year. Consistent with 2024, corporate performance for four of our Named Executive Officers was assessed using the following three financial performance measures and weightings: •Normalized FFO/Share (45%), •Fixed Charge Coverage (20%) and •G&A Management and Expense Controls (10%). While the measures and weightings remained unchanged for 2025, the Compensation Committee, with input from the Company’s independent compensation consultant, Semler Brossy, modified the goal setting methodology used to assess the G&A Management and Expense Controls performance measure to better align with the Company’s current operational priorities and growth strategy. Performance goals for this measure were established as a percentage of revenue, rather than a fixed dollar target, as had been used in 2024. As in 2024, the 2025 annual incentive award for Mr. Bulgarelli included measures and goals specific to the OM&R business segment, with 40% of the annual incentive opportunity allocated to the corporate performance measures described above, 35% allocated to performance measures and goals specific to the OM&R segment and the remaining 25% allocated to individual performance measures, consistent with the other Named Executive Officers. 2025 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 2025 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 2024 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 Value | Target Incentive Award Value | | Maximum Incentive Award Value | | | | Threshold | Target | Maximum | | | | | | | Debra A. Cafaro | 120% | 200% | 360% | $1,395,264 | | $2,325,440 | | $4,185,792 | | Robert F. Probst | 125% | 175% | 250% | 908,844 | | 1,272,382 | | 1,817,689 | | Peter J. Bulgarelli | 100% | 150% | 200% | 620,800 | | 931,200 | | 1,241,600 | | J. Justin Hutchens | 125% | 175% | 250% | 893,813 | | 1,251,338 | | 1,787,625 | | Carey S. Roberts | 100% | 150% | 200% | 594,046 | | 891,069 | | 1,188,092 |
Investment Committee
| 2025 Corporate Performance Measures and Results* | Achievement: 97 | | 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 | | | | | 94 | | | | Why this measure was chosen: Normalized FFO 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 used by analysts in determining consensus estimates. FFO is defined as net income attributable to common stockholders excluding certain items, such as the effects of gains and losses from real estate sales and real estate depreciation and amortization. Normalized FFO is defined as FFO excluding certain additional items, such as non-cash income tax items. A REIT's Normalized FFO per share and growth rate can have a significant impact on the trading price of its common stock, its multiple 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 | | | | | 100 | | | | Why this measure was chosen: G&A Management & Expense Controls emphasizes the importance of disciplined 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. Goals are presented as a percentage of pro forma fourth quarter 2025 revenue (annualized). | | | |
Investment Committee
| Ms. Cafaro, Chairman and CEO | | Individual Performance Rating: 100 | | Financial and Operating Performance | •Achieved TSR exceeding 35% in 2025, nearly twice the return of the S&P 500 index and significantly outperforming both of the Company's key benchmarks, the MSCI U.S. REIT Index and the Nareit Health Care Index •Delivered strong financial performance, including •Normalized FFO/Share of $3.48, representing growth of approximately 9% over the prior year •Total Company Same-Store Cash NOI growth of 8% and •Same-Store Cash NOI growth of over 15% in SHOP •Oversaw completion of $2.5 billion of value-creating investments, focused primarily on senior housing •Raised $7 billion of debt and equity capital at attractive pricing •Achieved an enterprise value exceeding $50 billion at year-end | | | Strategic Projects and Initiatives | •Led continued strong execution on the Company's focused 1-2-3 business strategy focused on (i) delivering profitable organic growth in senior housing, (ii) capturing value-creating external growth focused on senior housing and (iii) generating strong cash flow throughout the rest of the portfolio •Led the Company's investor relations strategy with a strong emphasis on growth and the Company's focused 1-2-3 strategy, supported by active investor and media engagement •Oversaw execution of the strategic plan for the Company's third-party capital platform, Ventas Investment Management (VIM), delivering fund returns that outperformed relevant benchmarks | | | Risk Management | •Successfully managed liquidity position, ending the year with approximately $5.3 billion of liquidity, providing enterprise liquidity and financial flexibility •Led the development and implementation of an enhanced comprehensive data-driven portfolio risk management framework to inform investment, disposition and risk management decisions •Timely and effectively monitored, assessed and responded to federal and state policy developments relevant to the Company | | | Organizational Strength, Culture & Values | •Continued to advance performance, succession planning and organizational resilience initiatives with Board and Nominating, Governance and Corporate Responsibility Committee oversight •Strengthened organization‑wide communication to foster alignment, engagement and a shared understanding of the Company's mission, strategy and goals | |
Investment Committee
| | | Outpatient Medical and Research Segment Performance Rating: 7 Individual Performance Rating: 90 | | Mr. Bulgarelli, EVP, OM&R and CEO, Lillibridge | | | | | As noted above, Mr. Bulgarelli’s annual incentive award included measures tied to our OM&R segment that accounted for 35% of his total 2025 annual incentive opportunity (18% allocated to OM&R GAAP NOI from Identified Assets, 10% allocated to OM&R Same Store Cash NOI Growth from Prior Year and 7% allocated to Outpatient Medical Year-over-Year Growth in Occupancy) and individual performance measures and objectives that accounted for 25% of his total 2025 annual incentive opportunity. The specific goals relating to the OM&R segment performance are not disclosed because they are competitively sensitive and not otherwise publicly disclosed. 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 year-over-year growth of 2.5% for 2025 •Increased current high levels of tenant satisfaction in OM&R as measured by Kingsley, with OM achieving a ranking in the top quartile for the sixth consecutive year and Research achieving a ranking in the top quartile for the third consecutive year | | | Strategic Projects and Initiatives | •Monitored and evolved key OM&R business relationships in response to changing business conditions, managing risk and ensuring continuity and operational flexibility •Enhanced accounts receivable management through improved reporting, credit review and disciplined collections processes | | | Risk Management | •Proactively managed key NNN tenant relationships through multi‑scenario planning, disciplined negotiations and stakeholder communication to optimize value •Partnered with CEO, EVP, Senior Housing and CIO and General Counsel to develop and implement a comprehensive data-driven portfolio asset management framework to inform investment, disposition and risk management decisions | | | Organizational Strength, Culture & Values | •Achieved zero OSHA lost workdays, marking the best safety performance in at least eight years •Launched "Property Perspectives," hosting cross-functional corporate teams at OM&R properties in multiple markets to foster in-person collaboration, deepen understanding of property operations and strengthen enterprise alignment •Continued to advance OM&R performance, organizational resilience and engagement priorities, including through focused leadership development actions and engagement activities that resulted in exceptional employee engagement survey results, reflecting high participation and significant gains in engagement and teamwork | |
Investment Committee
| | | Opportunity | | | | | | Achievement | | | Total Payout | | | Name | Threshold | | Target | | Maximum | | Corporate Measures | | Individual Measures | | Total Payout | Percent of Target | | Debra A. Cafaro | | $1,395,264 | | $2,325,440 | | $4,185,792 | | $3,040,855 | | $1,046,448 | $4,087,303 | 176% | | Robert F. Probst | | 908,844 | | 1,272,382 | | 1,817,689 | | 1,334,396 | | 440,789 | 1,775,186 | 140% | | Peter J. Bulgarelli | | 620,800 | | 931,200 | | 1,241,600 | | 720,883 | | 294,880 | 1,015,763 | 109% | | J. Justin Hutchens | | 893,813 | | 1,251,338 | | 1,787,625 | | 1,312,327 | | 433,499 | 1,745,826 | 140% | | Carey S. Roberts | | 594,046 | | 891,069 | | 1,188,092 | | 875,344 | | 289,597 | 1,164,942 | 131% |
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 2025 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 assess performance under the 2025-2027 PSU awards. 2025 Long-Term Equity Plan Design CEO 2025 Plan Design Other NEO 2025 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
2025 Long-Term Equity Incentive Compensation In January 2025, each of our Named Executive Officers was granted long-term equity incentive awards delivered in the form of RSUs that vest ratably over three years and PSUs that will be settled in the first quarter of 2028 if performance goals for the 2025-2027 performance period are achieved. As described above, the 2025 target opportunities, expressed as a percentage of base salary, were increased for each of our Named Executive Officers based on market-based considerations to better align total target compensation with peer compensation practices and the broader market for executive talent. Consistent with the Company's pay-for-performance philosophy, alignment with long-term stockholder value creation and the retention and continued motivation of our executive officers, market-based adjustments in total target compensation for 2025 were delivered primarily through increases in long-term equity incentive opportunities.
Investment Committee
| Named Executive Officer | Total Long- Term Equity Target Value | | Target PSU Value | | Target RSU Value | | | Debra A. Cafaro | | $11,000,000 | | $7,700,000 | | $3,300,000 | | Robert F. Probst | | 3,635,377 | | 2,181,226 | | 1,454,151 | | Peter J. Bulgarelli | | 2,328,000 | | 1,396,800 | | 931,200 | | J. Justin Hutchens | | 3,575,250 | | 2,145,150 | | 1,430,100 | | Carey S. Roberts | | 2,227,672 | | 1,336,603 | | 891,069 |
Investment Committee
2025-2027 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 2025 long-term equity incentive compensation, in January 2025, the Company granted RSUs to each of our Named Executive Officers that vest ratably in three equal annual installments on February 1, 2026, 2027 and 2028. 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 2025 are set forth in the table below.
Investment Committee
| Named Executive Officer | RSUs (units)(1) | | Debra A. Cafaro | 56,935 | | Robert F. Probst | 25,088 | | Peter J. Bulgarelli | 16,066 | | J. Justin Hutchens | 24,673 | | Carey S. Roberts | 15,373 |
Investment Committee
(1)The number of RSUs granted to each Named Executive Officer was determined by dividing the value of RSUs approved by the Compensation Committee by the closing price of a share of company common stock on the grant date, rounded down to the nearest whole share. 2025-2027 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.
2025-2027 PSU Measures and Goals
2025-2027 PSU Measures and Goals PSUs may be earned, if at all, based on the Company’s three-year performance from January 1, 2025 through December 31, 2027 in relation to three financial performance measures. 75% of the 2025-2027 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 selected relative TSR as the primary performance measure for our PSUs because it enables stockholders to assess our performance relative to our peers while mitigating the impact of broader market trends that may not accurately reflect Company performance. Using relative TSR also strengthens alignment between management and stockholders, as Named Executive Officers realize value only if our performance exceeds that of comparable companies over the performance period, supporting long-term value creation.
2025-2027 PSU Measures and Goals
| 2026 | Proxy Statement | | 69 |
2025-2027 PSU Measures and Goals
| About Ventas | Summary | Board & Governance | Compensation | Audit Matters | Securities Ownership | More |
2025-2027 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, 2025 through December 31, 2027) | | | | | The Nareit Health Care Index is comprised of publicly-traded healthcare REITs of differing sizes and varying business models. Because we are a healthcare REIT, we believe this index serves as a relevant reference point for evaluating our long-term TSR performance. | | TSR Relative to the MSCI U.S. REIT Index (from January 1, 2025 through December 31, 2027) | | | | | The MSCI U.S. REIT Index is comprised of small-, mid- and large- cap REITs across a diverse set of industries and therefore represents a relevant 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, serving as a key indicator of the Company's ability to deliver sustained growth and financial strength and flexibility. |
2025-2027 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 supports our growth goals and provides a margin of safety that protects our stockholders. Under the 2025-2027 PSU awards, there will be no payment for performance below threshold and no additional payment for performance above maximum. Dividend equivalents will be accrued on PSU awards and will be paid if and only to the extent PSUs are earned.
2025-2027 PSU Opportunities
2025-2027 PSU Opportunities The range of potential payouts under the 2025-2027 PSU awards is 0% - 200% of target for each of our Named Executive Officers. Set forth below are the award opportunities for the 2025-2027 performance period:
2025-2027 PSU Opportunities
| | PSUs (units)(1) | | | | Named Executive Officer | Threshold | Target | Maximum | | Debra A. Cafaro | 66,425 | 132,850 | 265,700 | | Robert F. Probst | 18,816 | 37,633 | 75,266 | | Peter J. Bulgarelli | 12,049 | 24,099 | 48,198 | | J. Justin Hutchens | 18,505 | 37,010 | 74,021 | | Carey S. Roberts | 11,530 | 23,060 | 46,121 |
2025-2027 PSU Opportunities
(1)The number of PSUs shown above for each Named Executive Officer was determined by dividing the value of the PSU opportunity approved by the Compensation Committee by the closing price of a share of company common stock on the grant date, rounded down to the nearest whole share.
2025-2027 PSU Opportunities
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2025-2027 PSU Opportunities
Prior Year PSU Awards 2023-2025 PSU Performance and Payouts As disclosed in our 2025 Proxy Statement, in the first quarter of 2025, the Compensation Committee, with input from the Company's independent compensation consultant, determined to convert the portion of our 2023-2025 PSU awards attributable to key Human Capital Management goals (representing 17% of the original award) into time-based RSUs based on performance results for those goals through the end of 2024, which were below target. This conversion of the PSUs, which was generally supported by the stockholders we engaged with through our outreach program, resulted in no incremental expense recognized by the Company and no incremental value delivered to the Named Executive Officers. The resulting RSUs vested on January 2, 2026, which was the first business day following the end of the original three-year performance period. In the first quarter of 2026, our Compensation Committee reviewed and certified the Company’s performance against the three remaining performance goals established for the 2023-2025 PSU awards, which had a performance period of January 1, 2023 - December 31, 2025. The Compensation Committee determined that performance exceeded maximum for one measure and was between target and maximum for the other two measures. As a result, units earned in the aggregate were above target for the remaining performance goals in the 2023-2025 PSU awards. Set forth in the charts below are (i) the adjusted weightings and applicable goals for each of those performance measures and (ii) the achievement with respect to each of those performance measures. 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.
2025-2027 PSU Opportunities
| Financial Performance Measure | Weighting(1) | Goals | | | Achievement(2) out of a possible 100 | | | | Threshold | Target | Maximum | | | Three-Year Compound Annual TSR Compared to the Nareit Health Care Index (from January 1, 2023 through December 31, 2025)(3) | | | | | 95 | | Three-Year Compound Annual TSR Compared to MSCI U.S. REIT Index (from January 1, 2023 through December 31, 2025) | | | | | 100 | | Net Debt to Further Adjusted EBITDA (Simple Average as of 12 Quarter-Ends from January 1, 2023 through December 31, 2025) | | | | | 58 |
2025-2027 PSU Opportunities
(1)Weightings shown represent the portion of the 2023-2025 PSU awards attributable to financial performance measures following the conversion of the portion attributable to key Human Capital Management goals to RSUs, as discussed above. The financial performance measures accounted for 83% of the 2023-2025 PSU awards on the grant date, with the following grant-date weightings: Three-Year Compound Annual TSR Compared to the Nareit Health Care Index, 38%; Three-Year Compound Annual TSR Compared to MSCI U.S. REIT Index, 25%; Net Debt to Further Adjusted EBITDA, 20%. (2)Achievement is scored on a 100-point scale, with performance at target equal to 50 and performance at or above maximum equal to 100. (3)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 the index performance of Alexandria Real Estate Equities, Inc. for the full 2023-2025 performance period.
2025-2027 PSU Opportunities
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2025-2027 PSU Opportunities
Based on the achievement and weighting reflected above, units earned by our executives under the 2023-2025 PSU awards associated with the above three performance measures applicable to the January 1, 2023-December 31, 2025 performance period were as follows:
2025-2027 PSU Opportunities
| | Opportunity (units)(1) | | | Units Earned(1) | Percentage of Target Earned(1)(2) | | Named Executive Officer | Threshold | Target | Maximum | | | | Debra A. Cafaro | 26,145 | 100,576 | 202,160 | 176,925 | 176% | | Robert F. Probst | 9,117 | 27,353 | 49,236 | 43,800 | 160% | | Peter J. Bulgarelli | 6,579 | 19,737 | 35,524 | 31,602 | 160% | | J. Justin Hutchens | 8,134 | 24,404 | 43,927 | 39,076 | 160% | | Carey S. Roberts | 6,295 | 18,885 | 33,993 | 30,241 | 160% |
2025-2027 PSU Opportunities
(1)Excludes units attributable to key Human Capital Management goals which, as noted above, were converted into RSUs based on achievement through the end of 2024 (which was below target) in the first quarter of 2025. RSUs issued were as follows: Ms. Cafaro: 17,552; Mr. Probst, 4,856; Mr. Bulgarelli, 3,502; Mr. Hutchens, 4,332; and Ms. Roberts, 3,352. These RSUs vested on January 2, 2026. (2)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 the performance achieved and the significant increase in the Company's stock price over the period, the payout value of shares delivered in 2026 pursuant to the 2023-2025 PSU awards for each of our executives, as compared to the target value, was as shown below:
2025-2027 PSU Opportunities
| | Target Value(1) | | Payout Value(2) | | | | | Named Executive Officer | PSUs Allocated to Key Human Capital Management Goals | PSUs Allocated to Financial Measures | RSUs Issued on Conversion of Key Human Capital Management PSUs | PSUs Allocated to Financial Measures | | Total | | Debra A. Cafaro | $1,044,265 | $5,098,197 | $1,357,296 | | $15,160,703 | $16,517,999 | | Robert F. Probst | 284,016 | 1,386,524 | 375,514 | | 3,753,222 | 4,128,736 | | Peter J. Bulgarelli | 204,838 | 1,000,469 | 270,810 | | 2,707,975 | 2,978,785 | | J. Justin Hutchens | 253,349 | 1,237,039 | 334,994 | | 3,348,422 | 3,683,416 | | Carey S. Roberts | 196,069 | 957,281 | 259,210 | | 2,591,351 | 2,850,561 |
2025-2027 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 23, 2023). (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 (January 2, 2026 for the RSUs issued on conversion of PSUs allocated to key Human Capital Management goals and February 11, 2026 for the PSUs allocated to financial performance measures). 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 2025 included the following: •health, dental and vision insurance (for which we paid 90% of the premium in 2025); •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 2025 limit permitted by the Internal Revenue Service).
2025-2027 PSU Opportunities
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2025-2027 PSU Opportunities
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 2025 that were not otherwise available to all employees consisted of (i) legacy supplemental disability and life insurance coverage, including reimbursement for taxes relating to that life insurance coverage, for Ms. Cafaro, (ii) an opportunity to receive an executive physical medical examination paid for by the Company for all Named Executive Officers (a benefit also offered to certain other employees) and (iii) an opportunity for all Named Executive Officers to receive a parking space at our Chicago headquarters at no incremental cost to the Company (a benefit also offered to certain other employees). See Note 3 to the 2025 Summary Compensation Table on page 76 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. 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 "Executive Compensation Tables—Termination Provisions—Potential Payments Upon Termination or Change in Control" beginning on page 81 of this Proxy Statement. 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. •We do not time long-term equity 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.
2025-2027 PSU Opportunities
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2025-2027 PSU Opportunities
•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. 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.
2025-2027 PSU Opportunities
| | Stock Ownership Requirement | | CEO | 6X base salary | | All other Executive Officers | 3X base salary |
2025-2027 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 2025. •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. 2026 Executive Compensation Decisions In the Fall of 2025, with input from its independent compensation consultant, Semler Brossy, the Compensation Committee completed a review of our executive compensation program. In conducting this review, the Compensation Committee considered, among other things, our business strategy, growth profile, the competitive market for executive talent, peer benchmarking data and stockholder feedback. A key focus of the Compensation Committee's review was the Company's growth strategy, particularly within its SHOP portfolio, which represents a significant driver of and opportunity for long-term value creation and requires leadership capabilities suited to a highly competitive talent market. The Compensation Committee also considered the critical role of each of the Named Executive Officers in developing and executing the Company's focused 1-2-3 business strategy and advancing its long-term growth initiatives.
2025-2027 PSU Opportunities
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2025-2027 PSU Opportunities
Based on this review, and to more closely reflect competitive peer group compensation and market conditions, recognize the Company’s strategy and growth outlook and align with market practice, 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 5% and Mr. Hutchens by 10%. •Set 2026 annual incentive opportunities for all Named Executive Officers other than Mr. Bulgarelli, expressed as a percentage of target, such that payout opportunities range from 50% of target at threshold performance to 200% of target at maximum performance. •Other than for Mr. Bulgarelli, (i) increase long-term incentive opportunities as a percentage of base salary for the Named Executive Officers and (ii) make 70% of the long-term incentive opportunity in the form of PSUs for the Named Executive Officers to align with the percentage applicable to the CEO. •Assess 65% of the 2026 annual incentive award on achievement of two corporate performance measures for our Named Executive Officers, with the remaining 35% based on individual performance. •Add Cumulative Normalized FFO/Share as a financial measure under the 2026-2028 PSU award, along with relative TSR and Net Debt to Further Adjusted EBITDA. The effect of these compensation decisions is outlined below.
2025-2027 PSU Opportunities
| Named Executive Officer | 2026 Base Salary | | 2026 Target Annual Incentive | | 2026 Target Long- Term Incentive | | 2026 Total Target Compensation | | | Debra A. Cafaro | | $1,220,856 | | $2,441,712 | | $15,500,000 | | $19,162,568 | | Robert F. Probst | | 763,429 | | 1,336,001 | | 5,534,862 | | 7,634,292 | | Peter J. Bulgarelli | | 651,840 | | 977,760 | | 2,444,400 | | 4,074,000 | | J. Justin Hutchens | | 786,555 | | 1,376,471 | | 6,095,801 | | 8,258,827 | | Carey S. Roberts | | 623,748 | | 935,622 | | 3,430,615 | | 4,989,985 |
2025-2027 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 2025 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 | 2025 | $1,162,720 | — | | $12,015,051 | | $4,087,303 | | $235,999 | $17,501,073 | | Chairman and Chief Executive Officer | 2024 | 1,118,000 | — | | 9,679,753 | | 3,387,222 | | 253,143 | 14,438,118 | | | 2023 | 1,075,000 | — | | 9,598,375 | | 2,680,333 | | 166,917 | 13,520,625 | | Robert F. Probst | 2025 | 727,075 | — | | 3,922,865 | | 1,775,186 | | 37,095 | 6,462,221 | | Executive Vice President and Chief Financial Officer | 2024 | 699,111 | — | | 2,901,171 | | 1,552,152 | | 42,471 | 5,194,905 | | | 2023 | 672,222 | — | | 2,898,011 | | 1,331,840 | | 21,852 | 4,923,925 | | Peter J. Bulgarelli | 2025 | 620,800 | — | | 2,512,111 | | 1,015,763 | | 31,953 | 4,180,627 | | Executive Vice President, Outpatient Medical and Research, Ventas, Inc. President and CEO, Lillibridge Healthcare Services, Inc. | 2024 | 596,923 | — | | 2,093,163 | | 985,591 | | 31,140 | 3,706,817 | | | 2023 | 573,964 | — | | 2,090,968 | | 935,812 | | 22,570 | 3,623,314 | | J. Justin Hutchens | 2025 | 715,050 | — | | 3,857,945 | | 1,745,826 | | 30,809 | 6,349,630 | | Executive Vice President, Senior Housing and Chief Investment Officer | 2024 | 630,000 | — | | 2,717,695 | | 1,398,713 | | 31,114 | 4,777,522 | | | 2023 | 600,000 | — | | 2,585,507 | | 1,188,750 | | 18,294 | 4,392,551 | | Carey S. Roberts | 2025 | 594,046 | — | | 2,403,777 | | 1,164,942 | | 27,084 | 4,189,849 | | Executive Vice President, General Counsel, Ethics & Compliance Officer and Corporate Secretary | 2024 | 571,198 | — | | 2,003,002 | | 1,026,321 | | 29,539 | 3,630,060 | | | 2023 | 549,229 | — | | 2,000,841 | | 922,247 | | 18,054 | 3,490,371 |
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) | | | 2025 | | $17,501,073 | | $40,514,474 | | $5,295,582 | | $10,454,331 | | $187.19 | | $164.51 | | $251,381 | | $3.48 | | 2024 | | 14,438,118 | | 21,873,324 | | 4,327,326 | | 5,870,995 | | 138.59 | | 128.07 | | 81,153 | | 3.19 | | 2023 | | 13,520,625 | | 10,139,836 | | 4,107,540 | | 3,806,036 | | 113.40 | | 103.13 | | (40,973) | | 2.99 | | 2022 | | 14,059,092 | | 17,813,641 | | 4,224,753 | | 4,826,766 | | 98.54 | | 90.52 | | (47,447) | | 2.99 | | 2021 | | 14,263,728 | | 9,914,452 | | 6,012,810 | | 5,967,437 | | 107.75 | | 116.32 | | 49,008 | | 2.90 |
Maurice S. Smith
| | CEO Compensation Actually Paid ($) | | 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 ($) | | | Normalized FFO/Share ($) | | |