DEF 14A of Welltower Inc., Apr 12, 2024

DEF 14A of Welltower Inc.

Filed Apr 12, 2024 · FY20230000766704-24-000015

Open on EDGAR

  1. TABLE OF CONTENTS

    | Security Ownership of Directors and Management and Certain Beneficial Owners | 68 | | General Information | 71 | | Pay Versus Performance | 74 | | Pay Ratio | 77 | | Equity Compensation Plan Information | 78 | | Other Matters | 78 | | Appendix A - Non-GAAP Financial Measures | 79 |

  2. SUMMARY OF BOARD SKILLS AND DIVERSITY

    SUMMARY OF BOARD SKILLS AND DIVERSITY We believe our director nominees have an effective mix of backgrounds, diversity, experience, knowledge, and skills. The table below provides a summary of certain collective competencies and attributes of the director nominees. We look to each director to be knowledgeable in all of these areas, and the absence of an indicator for a particular item does not mean a director nominee is less able to contribute to the Board’s decision-making process or that the director nominee does not possess that skill or experience. Rather, the indicator represents that the item is a core competency that the director nominee brings to the Board. The table does not encompass all of a director nominee’s skills or experience.

  3. SUMMARY OF BOARD SKILLS AND DIVERSITY

    | Director Profile, Skills, and Experiences | Bacon | DeSalvo | Lopez | Mitra | Patton | Reid | Rivera | Spisso | Sullivan | | Male | ● | | ● | ● | ● | | ● | | | | Female | | ● | | | | ● | | ● | ● | | Asian | | | | ● | | | | | | | Black or African American | ● | | | | ● | | | | | | Hispanic or Latino | | | ● | | | | ● | | | | White | | ● | | | | ● | | ● | ● | | Real Estate: Relevant experience in the real estate industry, including experience in seniors housing, outpatient medical, or REITs | ● | | ● | ● | | ● | ● | ● | | | Finance and Accounting: Current or former role in auditing or accounting, including direct supervision of a chief financial officer or chief accounting officer; current or former role in the finance industry, a bank, a real estate investment firm, or an investment management firm; proficiency in complex processes such as financial management, capital allocation, and financial reporting; significant experience in corporate finance or financial accounting | ● | | ● | ● | ● | ● | ● | ● | ● | | Health Care and Health Systems: Relevant experience in the health care industry; current or former role as a chief executive officer of a health care company or large academic health system; experience in overseeing an outpatient medical real estate portfolio | | ● | | ● | | | | ● | ● | | Large Cap Public Companies: Experience with the business operations of large cap public companies | ● | | ● | ● | ● | ● | ● | | | | Global: Relevant experience with multinational companies or in international markets; knowledge of international business environments, economic conditions, cultures, and regulatory framework; broad perspective on global market opportunities | ● | ● | ● | ● | ● | | ● | ● | ● | | New and Existing Markets: Experience in selecting and pursuing innovative new business opportunities | | | ● | ● | ● | ● | ● | | | | Technology and Cybersecurity: Relevant experience in digital technology, cybersecurity, digital marketing, or social media; experience implementing business technology strategies; understanding of emerging technological trends | | ● | | ● | ● | ● | ● | ● | ● | | Risk Management: Ability to identify key risks in a wide range of areas such as industry developments and legal and regulatory compliance; experience in, and knowledge and understanding of, managing major risk exposures, such as significant financial, operational, compliance, reputational, strategic, international, political, and cybersecurity risks for large, complex organizations | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Government/Public Policy: Experience in government relations, regulatory matters, or regulated industries | ● | ● | | | | ● | | ● | | | Leadership Development/Succession: Experience as a chief executive officer, president, chair, or a similar leadership position in a large company or other large organization | | | ● | ● | ● | | ● | ● | | | Retail/Institutional Investor Relations: Knowledge of the capital markets landscape | ● | | ● | ● | ● | ● | ● | | | | Environmental: Relevant experience in the areas of environmental impact, corporate responsibility, or strategies to develop long-term shareholder value; current or former role in overseeing and managing environmental practices and initiatives; experience in, and knowledge and understanding of, climate-rated strategic planning, risk mitigation, and management | | ● | ● | ● | | ● | ● | ● | | | Social: Experience with diversity, equity and inclusion | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Corporate Governance: Corporate governance experience, including knowledge of public company reporting requirements | ● | ● | ● | ● | ● | ● | ● | ● | ● |

  4. SUMMARY OF BOARD SKILLS AND DIVERSITY

    | WELLTOWER • 2024 Proxy Statement | 19 |

  5. SUMMARY OF BOARD SKILLS AND DIVERSITY

    | SHANKH MITRA, Chief Executive Officer | | | | Age 43 Director since: 2020 Welltower Committees: •Executive | EDUCATION: • BA – Engineering, Jadavpur University • MBA – Columbia Business School | | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Public Storage | | | | KEY SKILLS AND EXPERIENCE: Mr. Mitra has served as Welltower’s Chief Executive Officer since October 2020. He served as Welltower’s Chief Investment Officer from August 2018 to January 2023 and Vice Chair – Chief Operating Officer and Chief Investment Officer from April 2020 to October 2020. From January 2018 to August 2018, he served as Welltower’s Senior Vice President – Investments and, from January 2016 to January 2018, Mr. Mitra served as Welltower’s Senior Vice President – Finance & Investments. Prior to joining Welltower, Mr. Mitra served as Portfolio Manager, Real Estate Securities at Millennium Management, LLC from July 2013 to December 2015, as a Senior Analyst at Citadel Investment Group from April 2012 to June 2013, and as a Senior Analyst at Fidelity Investments from 2009 to 2012. Among other qualifications, Mr. Mitra has extensive knowledge of and experience in the real estate industry and capital markets. His day-to-day leadership as Chief Executive Officer provides him with intimate knowledge of all aspects of Welltower, including real estate operations, investment activity, and balance sheet management. In addition, Mr. Mitra sets the long-term strategic direction for Welltower under the direction of the Board of Directors. He is also responsible for attracting and retaining top talent and for the professional development and advancement of team members. | | | KENNETH J. BACON, Chair & Independent Director | | | | Age 69 Director since: 2016 Welltower Committees: •Executive (Chair) | EDUCATION: •BA – Anthropology, Stanford University •MSc – International Relations, London School of Economics •MBA – Finance & Strategy, Harvard Business School | | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Ally Financial Inc. (Risk Committee Chair) •Arbor Realty Trust •Comcast Corporation (Governance and Directors Nominating Committee Chair) | FORMER PUBLIC COMPANY DIRECTORSHIPS: •Forest City Realty Trust, Inc. | | | KEY SKILLS AND EXPERIENCE: Mr. Bacon has served as Welltower’s Chair of the Board since October 2020. Mr. Bacon is a co-founder of RailField Realty Partners (a multifamily investment and asset management firm) and has served as RailField’s managing partner since 2012. Before launching RailField, Mr. Bacon spent 19 years at Fannie Mae, most recently serving as Executive Vice President of the multifamily mortgage business from July 2005 to March 2012. Among other qualifications, Mr. Bacon’s extensive experience in financial services, real estate investment, government affairs and housing make him a valuable asset to the Board. | | | KAREN B. DESALVO, Independent Director | | | | Age 58 Director since: 2018 Welltower Committees: •Investment •Nominating/ Corporate Governance | EDUCATION: •BA – Biology and Political Science, Suffolk University •MD – Tulane University School of Medicine •MPH – Tulane University School of Public Health •MSc – Harvard T.H. Chan School of Public Health | | | | | FORMER PUBLIC COMPANY DIRECTORSHIPS: • Humana Inc. | | | KEY SKILLS AND EXPERIENCE: Dr. DeSalvo is a physician executive who has served as the Chief Health Officer of Google since December 2019. She is on the Council of the National Academy of Medicine. From 2018 to 2019, she served as professor of medicine and population health at the University of Texas at Austin Dell Medical School and co-lead of the National Alliance to Impact the Social Determinants of Health with former HHS Secretary Michael O. Leavitt. From 2014 to 2017, she served as Acting Assistant Secretary for Health at the U.S. Department of Health and Human Services and as National Coordinator for Health Information Technology. From 2011 to 2014, she was Health Commissioner for the City of New Orleans. Prior to that she was Vice Dean for Community Affairs and Health Policy at the Tulane University School of Medicine, where she practiced medicine and led the medical school’s community health programs. She was formerly on the Medicare Payment Advisory Commission and the Board of Directors of Humana. Among other qualifications, Dr. DeSalvo’s experience in medical and public health leadership, health care technology, health care delivery and health care policy make her an important addition to the Board. | |

  6. SUMMARY OF BOARD SKILLS AND DIVERSITY

    | 20 | WELLTOWER • 2024 Proxy Statement |

  7. SUMMARY OF BOARD SKILLS AND DIVERSITY

    | DENNIS G. LOPEZ, Independent Director | | | Age 69 Director since: 2021 Welltower Committees: •Compensation •Investment | EDUCATION: •BA – California State University, Long Beach •MBA – Finance and Accounting, University of California, Los Angeles | | | KEY SKILLS AND EXPERIENCE: Mr. Lopez has served as the Chief Executive Officer of QuadReal Property Group Ltd. (a global real estate investment, operating and development company) since June 2017. He was Chief Investment Officer of AXA Real Estate Investment Managers (a global real estate investment manager) from 2009 to 2017, and Chief Executive Officer of SUN Real Estate Group (a private equity firm with real estate activities in India and Russia) from 2007 to 2009. Mr. Lopez has had a career of over 30 years in investment banking and real estate investment management, including serving as Global Head of Real Estate at Cambridge Place Investment Management (a London-based hedge fund) for two years and a Managing Director/Head of European Real Estate at JP Morgan in London for seven years. Among other qualifications, Mr. Lopez’s extensive experience in financial investment and services, real estate investment, and international business and investment make him a valuable asset to the Board. | | ADE J. PATTON, Independent Director | | | Age 45 Director since: 2021 Welltower Committees: •Audit •Nominating/ Corporate Governance | EDUCATION: •BA – Government, University of Virginia •MBA – Harvard Business School •JD – Harvard Law School | | | KEY SKILLS AND EXPERIENCE: Mr. Patton has served as the Chief Financial Officer of Oak View Group, LLC (an entertainment and sports facilities company) since July 2023. Mr. Patton served as Executive Vice President and Chief Financial Officer of HBO/HBO Max/Global DTC at WarnerMedia, LLC (WBD) (a multinational media and entertainment company) from August 2020 to June 2023. He previously served as Chief Financial Officer of Turner Sports and Head of Planning and Development at WM News & Sports from April 2019 to August 2020. Before assuming that role, Mr. Patton served as Senior Vice President – Corporate Finance, M&A and GTO of Turner Broadcasting System, Inc. from February 2017 to April 2019, Senior Portfolio Manager at Millennium Management, LLC (an investment management firm) from January 2015 to February 2017, Senior Research Analyst at Citadel LLC (a multinational hedge fund and financial services company) from June 2009 to March 2014, and Research Analyst at Magnetar Capital LLC (a hedge fund) from June 2007 to June 2009. Among other qualifications, Mr. Patton’s extensive experience in financial and investment management and operations make him a valuable asset to the Board. | | DIANA W. REID, Independent Director | | | Age 68 Director since: 2020 Welltower Committees: •Audit •Executive •Nominating/ Corporate Governance (Chair) | EDUCATION: •BS – California State University, Chico •MBA – University of Virginia Darden School of Business | | | KEY SKILLS AND EXPERIENCE: Ms. Reid served as Executive Vice President of The PNC Financial Services Group, Inc. (a bank holding company) and the executive of the commercial real estate business from 2007 to 2019. She was Founding Partner of Beekman Advisors from 2003 to 2007, providing owners of privately-held real estate finance companies with strategic advice and sell-side representation. Earlier in her career, she held various roles in bond trading, capital markets, and financial institutions advisory for 19 years at the global investment bank now known as Credit Suisse. Among other qualifications, Ms. Reid’s extensive experience in real estate banking and capital markets make her an important addition to the Board. |

  8. SUMMARY OF BOARD SKILLS AND DIVERSITY

    | WELLTOWER • 2024 Proxy Statement | 21 |

  9. SUMMARY OF BOARD SKILLS AND DIVERSITY

    | SERGIO D. RIVERA, Independent Director | | | | Age 61 Director since: 2014 Welltower Committees: •Audit •Executive •Investment (Chair) | EDUCATION: •BA – Finance and International Business, Florida International University •MBA – Florida International University | | | | | FORMER PUBLIC COMPANY DIRECTORSHIPS: •SeaWorld Entertainment, Inc. | | | KEY SKILLS AND EXPERIENCE: Mr. Rivera served as Chief Executive Officer of SeaWorld Entertainment, Inc. (a leading theme park and entertainment company) from November 2019 to April 2020. He served as President of the Ocean Reef Club (a leading private residential club) from February 2019 to May 2019. Mr. Rivera also served as Chief Executive Officer and President of the Vacation Ownership segment of ILG, Inc. (a hospitality and leisure services company) from 2016 to September 2018. From 1998 to 2016, Mr. Rivera served in a variety of capacities with Starwood Hotels & Resorts Worldwide, Inc., including President of The Americas from 2012 to 2016, and Chief Executive Officer and President of Starwood Vacation Ownership, Inc., formerly a wholly-owned subsidiary of Starwood Hotels & Resorts Worldwide, Inc., from 2007 to 2016. Among other qualifications, Mr. Rivera’s extensive experience in real estate development and investment strategy, corporate finance and accounting, and operating matters relevant to management of complex global businesses with one of the leading hotel and leisure companies in the world provides valuable insight to the Board. | | | JOHNESE M. SPISSO, Independent Director | | | | Age 63 Director since: 2018 Welltower Committees: •Compensation •Nominating/ Corporate Governance | EDUCATION: •RN – St. Francis School of Nursing •BS – Health Science, Chapman College •MPA – University of San Francisco | | | | | FORMER PUBLIC COMPANY DIRECTORSHIPS: •Douglas Emmett, Inc. | | | KEY SKILLS AND EXPERIENCE: Ms. Spisso has served as the President of UCLA Health (an academic medical center), Chief Executive Officer of the UCLA Hospital System and Associate Vice Chancellor of UCLA Health Sciences since 2016. Before assuming her positions at UCLA, she worked for 22 years at the University of Washington School of Medicine, including serving as Chief Health System Officer and Vice President, Medical Affairs for nine years. Among other qualifications, Ms. Spisso brings to the Board over 30 years of experience in large academic health system management and has demonstrated tremendous strategic and operational leadership during that time. | | | KATHRYN M. SULLIVAN, Independent Director | | | | Age 68 Director since: 2019 Welltower Committees: • Audit (Chair) •Compensation • Executive | EDUCATION: •BA – Accounting, University of Louisiana at Monroe •MBA – Louisiana State University | | | | | FORMER PUBLIC COMPANY DIRECTORSHIPS: •Hanger, Inc. | | | KEY SKILLS AND EXPERIENCE: Ms. Sullivan served as Chief Executive Officer of UnitedHealthcare Employer and Individual, Local Markets (a diversified health care company), which is an operating division of UnitedHealth Group, from March 2015 to 2018. From 2008 to 2015, she served as Chief Executive Officer of UnitedHealthcare, Central Region. Among other qualifications, Ms. Sullivan’s experience in the health care industry, especially with respect to health plan payors, is extremely valuable to the Board. | |

  10. SUMMARY OF BOARD SKILLS AND DIVERSITY

    | 22 | WELLTOWER • 2024 Proxy Statement |

  11. SUMMARY OF BOARD SKILLS AND DIVERSITY

    The table below summarizes the compensation paid in 2023 to Welltower’s non-employee directors.

  12. 2023 Director Compensation Table

    2023 Director Compensation Table

  13. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(11) ($) | Total ($) | | Kenneth J. Bacon | 357,500(2) | 200,099 | 557,599 | | Karen B. DeSalvo | 127,500(3) | 200,099 | 327,599 | | Philip L. Hawkins(1) | 153,500(4) | 200,099 | 353,599 | | Dennis G. Lopez | 131,000(5) | 200,099 | 331,099 | | Ade J. Patton | 130,000(6) | 200,099 | 330,099 | | Diana W. Reid | 150,000(7) | 200,099 | 350,099 | | Sergio D. Rivera | 155,000(8) | 200,099 | 355,099 | | Johnese M. Spisso | 128,500(9) | 200,099 | 328,599 | | Kathryn M. Sullivan | 158,500(10) | 200,099 | 358,599 |

  14. 2023 Director Compensation Table

    (1)Mr. Hawkins will not be standing for re-election at the Annual Meeting. (2)Includes $250,000 fee for serving as Chair of the Board and $7,500 fee for serving on the Executive Committee. (3)Includes $15,000 fee for serving on the Investment Committee and $12,500 fee for serving on the Nominating/Corporate Governance Committee. Dr. DeSalvo deferred 100% of her annual retainer and fees pursuant to the terms of the Welltower Inc. 2019 Nonqualified Deferred Compensation Plan. (4)Includes $30,000 fee for serving as Chair of the Compensation Committee, $7,500 fee for serving on the Executive Committee, $15,000 fee for serving on the Investment Committee, and $1,000 fee for attending more than eight Compensation Committee meetings. Mr. Hawkins, in lieu of cash, elected to receive his annual retainer and fees in the form of LTIP Units. (5)Includes $15,000 fee for serving on the Compensation Committee, $15,000 fee for serving on the Investment Committee, and $1,000 fee for attending more than eight Compensation Committee meetings. Mr. Lopez, in lieu of cash, elected to receive his annual retainer and fees in the form of deferred stock units. (6)Includes $17,500 fee for serving on the Audit Committee and $12,500 fee for serving on the Nominating/Corporate Governance Committee. (7)Includes $25,000 fee for serving as Chair of the Nominating/Corporate Governance Committee, $7,500 fee for serving on the Executive Committee, and $17,500 fee for serving on the Audit Committee. (8)Includes $30,000 fee for serving as Chair of the Investment Committee, $7,500 fee for serving on the Executive Committee, and $17,500 fee for serving on the Audit Committee. (9)Includes $15,000 fee for serving on the Compensation Committee, $12,500 fee for serving on the Nominating/ Corporate Governance Committee, and $1,000 fee for attending more than eight Compensation Committee meetings. (10)Includes $35,000 fee for serving as Chair of the Audit Committee, $7,500 fee for serving on the Executive Committee, $15,000 fee for serving on the Compensation Committee, and $1,000 fee for attending more than eight Compensation Committee meetings. (11)Amounts set forth in this column represent the grant date fair value calculated in accordance with FASB ASC Topic 718 for the annual grant of deferred stock units granted to the non-employee directors on February 23, 2023 based on the closing price of $76.17. For Mr. Lopez, who elected to receive his cash fees in the form of additional deferred stock units, the grant date fair value was calculated in the same manner. For Mr. Hawkins and Ms. Sullivan, who each elected to receive their cash fees in the form of LTIP Units, the grant date fair value for such LTIP Units granted in lieu of cash was calculated in accordance with FASB ASC Topic 718 on February 23, 2023 based on the closing price of $76.17 and March 31, 2023 based on the closing price of $71.69. Consistent with SEC rules, such elections to receive deferred stock units or LTIP Units in lieu of cash fees have not been reported in this column since they have been reported as Fees Paid or Earned in Cash. As of December 31, 2023, (a) each non-employee director (other than Messrs. Hawkins and Lopez and Ms. Sullivan) held an aggregate of 2,627 deferred stock units that had not yet been converted into shares of common stock, (b) Mr. Hawkins held an aggregate of 11,010 LTIP Units that had not yet been converted into shares of common stock, (c) Mr. Lopez held an aggregate of 7,840 LTIP Units that had not yet been converted into shares of common stock, and (d) Ms. Sullivan held an aggregate of 4,708 LTIP Units that had not yet been converted into shares of common stock. The form and amount of non-employee director compensation is determined by the Board upon the recommendation of the Compensation Committee. The Board’s overarching policy is to pay its non-employee directors appropriate and competitive compensation to ensure Welltower’s ability to attract and retain highly qualified directors in a manner consistent with recognized corporate governance best practices. Directors who are also employees do not receive additional compensation for their Board service. The Compensation Committee generally reviews non-employee director compensation on a bi-annual basis, most recently in November 2023, with its independent compensation consultant, which advises the Compensation Committee on the design and amount of compensation for non-employee directors. Any changes to the non-employee director compensation program are then recommended to the full Board for approval.

  15. 2023 Director Compensation Table

    | WELLTOWER • 2024 Proxy Statement | 23 |

  16. 2023 Director Compensation Table

    The compensation program for non-employee directors for the 2023 calendar year consisted of:

  17. Link compensation realized to the achievement of Welltower’s short- and long-term financial and strategic goals

    Link compensation realized to the achievement of Welltower’s short- and long-term financial and strategic goals •A majority of each NEO’s total direct compensation opportunity is in the form of annual and long-term incentive compensation •Participation in performance-based programs is intended to drive long-term performance that exceeds peers •Performance measures are selected based on a careful assessment of measures that will encourage profitable growth and increase shareholder value •Actual compensation may be above or below the targeted level, depending on achievement relative to pre-established performance goals that reflect Welltower’s short- and long-term business plans

  18. Link compensation realized to the achievement of Welltower’s short- and long-term financial and strategic goals

    | 32 | WELLTOWER • 2024 Proxy Statement |

  19. Align management and shareholder interests by rewarding for long-term shareholder value creation

    Align management and shareholder interests by rewarding for long-term shareholder value creation •Long-term incentives are granted in the form of equity awards that vest based on performance and continued employment over multiple years, which aligns management’s interests with those of Welltower’s shareholders •The current incentive programs include an annual cash bonus component and an equity component with successive three-year performance periods to emphasize both short- and long-term shareholder value creation •Equity ownership guidelines require Board members and executives to maintain significant levels of equity ownership, further emphasizing the focus on long-term shareholder return and alignment with shareholder interests

  20. Policies and Procedures

    | What We Do | | What We Don't Do | | | | Pay for performance. A significant portion of executive pay is not guaranteed, but rather is at-risk and tied to key financial and value-creation metrics that are disclosed to shareholders. Performance awards are only earned if certain performance hurdles are achieved. | | Guarantee salary increases, bonuses, or equity grants. We do not guarantee annual salary increases, bonuses, or equity grants. We currently have no guaranteed commitments to grant any bonuses or equity-based awards. | | | Balance short- and long-term incentives. The incentive programs provide an appropriate balance of annual and longer-term incentives. | | Provide excise tax gross-up payments. We do not have any employment agreements that require excise tax gross-up payments and do not intend to enter into agreements that provide for such payments in the future. | | | Cap award payouts. Amounts or shares that can be earned under the annual incentive program and the long-term incentive program are capped. There are no guaranteed minimum amounts or awards. | | Reprice options; no cash buyout. Since the initial public offering in 1978, we have not repriced or otherwise reduced the per-share exercise price of any outstanding stock options. Repricing of stock options without shareholder approval is not permitted under the 2022 Long-Term Incentive Plan. We have also never bought out options or SARs with cash. | | | Maintain equity ownership guidelines. Each executive officer must own Welltower equity securities with a fair market value of at least three times his or her base salary (six times for the CEO). Each non-employee director must own Welltower equity securities with a fair market value of five times his or her annual cash retainer. | | Permit hedging. Directors and executive officers are prohibited from entering into hedging or monetization transactions with respect to Welltower’s securities. | | | Utilize an independent compensation consulting firm. The Compensation Committee has engaged an independent compensation consulting firm that specializes in the REIT industry. | | Pay dividends or dividend equivalents on unearned performance shares. Performance share award agreements do not provide for the payment of dividends until the underlying shares are earned. |

  21. Policies and Procedures

    | What We Do | | What We Don't Do | | | | Maintain robust clawback policies. We maintain clawback policies that require we seek repayment of certain incentive compensation paid or awarded to officers if there is a financial restatement and allow us to require repayment if there is misconduct that contributes to material financial or reputational harm to Welltower. | | Permit automatic single-trigger vesting. Awards under Welltower’s various long-term incentive programs do not automatically accelerate upon a change in control. | | | Conduct a risk assessment. The Compensation Committee annually conducts a compensation risk assessment to determine whether our compensation policies and practices, or components thereof, create risks that are reasonably likely to have a material adverse effect on Welltower. | | | | | Provide responsible share recycling. The 2022 Long-Term Incentive Plan does not include liberal share recycling provisions that could otherwise dilute our shareholders. | | |

  22. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee has engaged Ferguson Partners Consulting (“FPC”) as its independent compensation consultant to provide advice about compensation program design, the components of our executive compensation programs, and the amounts we should pay our executive officers. FPC performs no services for management unless requested by and on behalf of the Chair of the Compensation Committee. The consultant generally attends meetings of the Compensation Committee, and the Chair of the Compensation Committee frequently interacts with the consultant in between meetings to define the nature of work to be conducted, review materials to be presented at meetings, and obtain the consultant’s opinion and perspective on proposals prepared by management. During 2023, FPC performed the following specific services: •Re-evaluated the peer group; •Conducted a comprehensive review of our compensation programs as compared to market data; •Performed a risk assessment of our compensation programs; •Assisted with the development of key incentive performance metrics to align the business; •Assisted with our response to the feedback we received from our shareholders through our shareholder engagement efforts; and •Kept the Compensation Committee informed about key legislative developments impacting compensation and emerging best practices. FPC’s independence was assessed by the Compensation Committee in early 2024 and no conflicts of interest were found.

  23. Changes to the Executive Compensation Program

    | Topic | What We Heard from Shareholders | How We Responded | | Rigor of Targets | Shareholders are supportive of the LTIP plan design and appreciate the performance-based nature | Although not specifically requested by shareholders, the Compensation Committee proactively increased the target total shareholder return requirement in our LTIP. For programs beginning in 2024, we must now outperform the relative indices by at least 100 basis points in order to receive a target payout, as opposed to receiving a target payout for performance that was equal to the index returns (0 basis points spread) | | Reduced Maximum Payout Opportunity | Shareholders are supportive of the LTIP plan design and appreciate the difficulty in achieving the maximum level of performance within our LTIP program, however, a few suggested that the upside opportunity be reduced | The Compensation Committee reduced the maximum payout opportunity from 300% of target to 225% of target while maintaining the same high hurdle of 600 basis points of relative outperformance | | Special Awards | Our shareholders were generally supportive of the 2022-2025 Outperformance Program (“2022-2025 OPP”) that was introduced in 2022, noting that it is 100% performance-based, contains very rigorous metrics that directly align with investors, and promotes retention and aids in succession planning given that awards were granted to a broader group of key employees across the organization Several investors suggested that the “traditional pay program” be the main means to reward executives and to avoid duplication in terms of certain relative total shareholder return comparisons between the “traditional pay program” and any supplemental pay programs. They also recommended that any special programs should be differentiated to the extent utilized | The Compensation Committee has committed not to implement a new outperformance program for the duration of the existing, outstanding 2022-2025 OPP In addition, for the duration of the 2022-2025 OPP, the Compensation Committee has committed not to make equity awards to existing NEOs other than as part of the annual compensation review process | | Increased Objective Based Pay in the Bonus Plan | Shareholders are supportive of our bonus program structure | Although not specifically requested by shareholders, the Compensation Committee proactively reduced the amount of the bonus tied to individual-based goals (from 30% to 25%) and increased the amount of the bonus tied to objective-based goals (from 70% to 75%—specifically increasing the normalized FFO per diluted share metric by 5%) to further tie bonus payouts to quantifiable metrics Although not specifically requested by shareholders, the Compensation Committee decided in early 2024 to freeze the 2024 base pay and 2024 STI target bonus opportunities for all of our current NEOs | | Proxy Disclosure | Shareholders sought more clarity and disclosure with respect to our compensation program and in particular our long-term incentive goals | We have endeavored to enhance the amount and quality of disclosure throughout this proxy statement, providing more detailed and clear rationale with respect to our performance, pay decisions, and the linkage to performance Enhanced disclosure around long-term incentive goals and individual goals | | ESG | Shareholders encouraged us to continue to incorporate rigorous ESG goals within our compensation program | Enhanced our ESG scorecard with primarily quantitative goals balanced across “E,” “S,” and “G” |

  24. COMPENSATION PEER GROUP

    COMPENSATION PEER GROUP Every year the Compensation Committee conducts a comprehensive evaluation of our executive compensation programs relative to a relevant peer group of comparable REITs. When evaluating the peers, the Compensation Committee examines companies similar in size, business model, geographic footprint, regulatory environment, competitive dynamics, and/or other considerations. This competitive review is one of the chief elements the Compensation Committee considers in making compensation decisions. While we are a publicly traded REIT and we generally select other publicly traded REITs to compose the peer group, it is important to acknowledge that we do not only compete for talent with our peers in the REIT industry, but with many industries, including investment banking and private equity, and the Compensation Committee considers the compensation practices of these other industries. The Compensation Committee periodically considers the composition of the peer group and revised the peer group in August 2023 to remove Vornado Realty Trust to better align with peers based on market capitalization. Across the equity-based public REIT industry, we were the sixth largest REIT measured by enterprise value and sixth largest by market capitalization as of December 31, 2023. The other companies in the peer group are generally similar in size to Welltower and share a similar business model, geographic footprint, regulatory environment, and/or competitive dynamics. The peer group represents the businesses with which we currently compete most regularly for executive talent, and also includes our principal business competitors.

  25. COMPENSATION PEER GROUP

    | Market Capitalization ($B) vs. Peer Group | | | | Peer | Industry | Market Capitalization | | Prologis, Inc. (PLD) | Industrial | $126.4 | | American Tower Corporation (AMT) | Specialty | $100.7 | | Equinix, Inc. (EQIX) | Specialty | $76.1 | | Public Storage (PSA) | Self-Storage | $53.7 | | Simon Property Group, Inc. (SPG) | Regional Mall | $53.5 | | Welltower Inc. (WELL) | Health Care | $51.1 | | Realty Income Corporation (O) | Other Retail | $43.3 | | Digital Realty Trust, Inc. (DLR) | Specialty | $42.8 | | AvalonBay Communities, Inc. (AVB) | Multifamily | $26.6 | | Equity Residential (EQR) | Multifamily | $23.9 | | Ventas, Inc. (VTR) | Health Care | $20.2 | | Host Hotels & Resorts, Inc. (HST) | Hotel | $13.9 | | Boston Properties, Inc. (BXP) | Office | $12.3 | | Healthpeak Properties, Inc. (DOC) | Health Care | $11.0 |

  26. COMPENSATION PEER GROUP

    Source: S&P Global, data as of December 31, 2023. Source: KeyBanc, data as of December 31, 2023. The Compensation Committee believes that market data plays an important role in the design and implementation of its compensation programs. The Compensation Committee considers multiple factors and types of internal and external data in making both individual and plan-level compensation decisions. The Compensation Committee examines market data as one piece of input into determining appropriate levels of pay along with a variety of additional qualitative factors, as noted below. The Compensation Committee reviewed the 2023 total target compensation (base salary, target cash bonus, and target equity awards) of our NEOs, including our CEO, evaluated their performance, and adjusted their compensation to recognize their achievements and effectiveness as leaders and to better align their compensation with that of their peers. The Compensation Committee’s goal is to maintain the NEOs’ compensation at a competitive level with their peers who have substantially similar roles and responsibilities. The Compensation Committee will continue to evaluate and adjust target compensation and corresponding incentive opportunity levels over time to ensure our compensation programs are competitive and consistent with our compensation philosophy.

  27. COMPENSATION PEER GROUP

    | WELLTOWER • 2024 Proxy Statement | 37 |

  28. COMPENSATION PEER GROUP

    The Compensation Committee has adopted a compensation program that meets our goals of aligning executive and shareholder interests and incentivizing our executives. The balance of elements in the compensation program—both fixed and variable and short and long term—helps us to retain, motivate, and reward the NEOs and other executives, with an emphasis on performance-based compensation. The charts below illustrate the NEOs’ total target direct compensation for 2023. A total of 90.7% of our CEO’s compensation is at risk and, on average, 83.6% of the total target compensation of our other NEOs is at risk.

  29. Annual Incentives

    Annual Incentives Annual incentives reward our executives for achieving prescribed performance objectives tied to our annual business plan and individual performance objectives. A range of earning opportunities is established for each executive at the beginning of the performance period, expressed as percentages of base salary and corresponding to three levels of performance (threshold, target, and high) on different performance metrics or categories. In each case, threshold performance will lead to a 50% payout, target performance will lead to a 100% payout, and high performance will lead to a 200% payout.

  30. Annual Incentives

    | 38 | WELLTOWER • 2024 Proxy Statement |

  31. Annual Incentives

    The rigorous corporate performance measures and weightings adopted by the Compensation Committee for 2023 under the annual incentive program are described below:

  32. Annual Incentive Payouts

    Annual Incentive Payouts The table below shows the annual incentive payouts for each NEO based on the achievement described above for the corporate and individual performance measures, and the Compensation Committee approved such payouts at its February 13, 2024 meeting. The performance on the corporate and individual measures resulted in the above-target payouts below.

  33. Annual Incentive Payouts

    | | 2023 Annual Incentive Opportunity ($) | | | Corporate Performance ($) | | | | Individual Performance ($) | 2023 Annual Incentive Bonus Earned | | | | Threshold | Target | High | Normalized FFO per Share | Adjusted Fixed Charge Coverage | G&A Expense | ESG Measures | | % Payout (as a % of Target) | Amount ($) | | Shankh Mitra | 1,350,000 | 2,700,000 | 5,400,000 | 1,620,000 | 810,000 | — | 270,000 | 1,620,000 | 160% | 4,320,000 | | Timothy G. McHugh | 521,250 | 1,042,500 | 2,085,000 | 625,500 | 312,750 | — | 104,250 | 625,500 | 160% | 1,668,000 | | John F. Burkart | 468,750 | 937,500 | 1,875,000 | 562,500 | 281,250 | — | 93,750 | 548,438 | 159% | 1,485,938 | | Matthew G. McQueen | 371,875 | 743,750 | 1,487,500 | 446,250 | 223,125 | — | 74,375 | 446,250 | 160% | 1,190,000 |

  34. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation

  35. 2023-2025 Long-Term Incentive Program

    2023-2025 Long-Term Incentive Program The NEOs received long-term equity incentive awards under the 2023-2025 Long-Term Incentive Program (“2023-2025 LTIP”) in the form of performance stock units (“PSUs”) (70%) and a choice of restricted stock units (“RSUs”) or stock options (30%). All awards vest subject to continued service with Welltower, and the PSUs are also subject to the achievement of performance metrics established by the Compensation Committee at the beginning of the performance period.

  36. Performance Stock Units

    Performance Stock Units The Compensation Committee set two metrics for the 2023 PSUs: 80% of the performance grant (56% of each NEO’s total equity incentive grant) is subject to Welltower’s relative total shareholder return (“TSR”) for the three-year forward-looking performance period ending December 31, 2025 (“TSR-Based LTIP”) and the remaining 20% (14% of each NEO’s total equity incentive grant) is subject to Welltower’s performance against the (Net Debt + Preferred)/Annualized Adjusted EBITDA measure. The Compensation Committee selected a relative TSR performance metric because it allows shareholders to evaluate Welltower’s performance in comparison to its peers—the companies that constitute two independent, widely-used REIT indexes: •40% (28% of the total equity incentive grant) will be measured against the FTSE Nareit Equity Health Care Index; and •40% (28% of the total equity incentive grant) will be measured against the Morgan Stanley (MSCI) US REIT Index (the “MSCI US REIT Index”). A relative metric also mitigates the impact of broad market trends that do not reflect Welltower’s actual performance. The Compensation Committee set the target performance goal for the 2023-2025 TSR-Based LTIP at the TSR of the relevant index, the threshold performance goal at 6% minus the TSR of the relevant index, and the high performance goal at 6% above the TSR of the relevant index.

  37. Performance Stock Units

    | 48 | WELLTOWER • 2024 Proxy Statement |

  38. Performance Stock Units

    The (Net Debt + Preferred)/Annualized Adjusted EBITDA measure is included in the program to emphasize the importance of Welltower’s balance sheet and leverage strategy and to create an incentive to keep Welltower’s long-term indebtedness at a reasonable range of leverage. The Compensation Committee believes it is important that Welltower does not compromise the strength of its balance sheet to grow other areas of the business. For this measure, the Compensation Committee set the target in line with Welltower’s strategic goals. For relative TSR measures, reaching the threshold, target, or high achievement levels would result in a payout of 25%, 100%, or 300%, respectively, of the target award opportunity. For (Net Debt + Preferred)/Annualized Adjusted EBITDA measure, reaching the threshold, target, or high achievement levels would result in a payout of 50%, 100%, or 200%, respectively, of the target award opportunity. Payout amounts between levels will be interpolated, and there will be no payout for metrics with outcomes below the threshold achievement levels. For any performance-based awards earned, the NEOs have a required two-year holding period after the end of the performance period.

  39. Restricted Stock Units or Stock Options

    Restricted Stock Units or Stock Options The remaining 30% of each NEO’s 2023 equity incentive opportunity was granted in the form of a time-based award that vests and, if applicable, becomes exercisable over four years beginning on January 15, 2024. The NEOs were offered the opportunity to elect to receive their time-based awards in the form of either RSUs and/or nonqualified stock options. The table below shows the NEOs’ respective elections. Because the ultimate value of the RSUs and stock options is tied to Welltower’s stock price, the Compensation Committee believes that offering these time-based awards that vest independent of corporate performance promotes the retention of Welltower’s talented management team, while still incentivizing a focus on long-term results and the interests of Welltower’s shareholders.

  40. Restricted Stock Units or Stock Options

    | | Election of RSUs and Nonqualified Stock Options | | | Name | RSUs | Nonqualified Stock Options | | Shankh Mitra | 100% | 0% | | Timothy G. McHugh | 100% | 0% | | John F. Burkart | 50% | 50% | | Matthew G. McQueen | 100% | 0% | | Ayesha Menon(1) | 100% | 0% |

  41. Restricted Stock Units or Stock Options

    (1) Ms. Menon resigned her position as an executive officer of Welltower effective December 28, 2023.

  42. 2023-2025 LTIP Award Opportunities

    2023-2025 LTIP Award Opportunities The Compensation Committee, in consultation with its independent consultant, approved the target 2023-2025 LTIP opportunities for the NEOs as set forth in the table below in February 2023. These award opportunities reflect the Compensation Committee’s assessment of compensation data for peers with substantially similar roles and responsibilities provided by the consultant, each NEO’s relative duties and responsibilities, each NEO’s impact on Welltower’s results, and the inherent risk by tying the majority of these award opportunities to rigorous performance objectives. The table below shows the grant date target value of the 2023 equity incentive awards, and the 2023 Grants of Plan Based Awards table shows the grant date fair value based on a Monte Carlo valuation model in accordance with FASB ASC Topic 718.

  43. 2023-2025 LTIP Award Opportunities

    | Name | TSR vs FTSE Nareit Equity Health Care Index ($) | TSR vs MSCI Index ($) | (Net Debt + Preferred)/ Annualized Adjusted EBITDA Ratio ($) | Time- Based RSU ($) | Time- Based Options ($) | Total Opportunity ($) | | Shankh Mitra | 4,070,940 | 3,787,698 | 1,217,547 | 2,577,006 | — | 11,653,191 | | Timothy G. McHugh | 1,583,150 | 1,473,000 | 473,478 | 1,002,177 | — | 4,531,805 | | John F. Burkart | 1,357,021 | 1,262,604 | 405,849 | 429,525 | 450,004 | 3,905,003 | | Matthew G. McQueen | 768,938 | 715,438 | 229,969 | 486,805 | — | 2,201,150 | | Ayesha Menon(1) | 542,808 | 505,042 | 162,340 | 343,606 | — | 1,553,796 |

  44. 2023-2025 LTIP Award Opportunities

    NEOs who earn PSUs or RSUs also receive dividend equivalent rights entitling them to a cash payment from Welltower in an amount equal to any dividends paid on Welltower’s common stock as and when such shares vest.

  45. 2023-2025 LTIP Award Opportunities

    | WELLTOWER • 2024 Proxy Statement | 49 |

  46. Profits Interest Program

    Profits Interest Program In January 2023, Welltower adopted a new program common among its peers and the broader REIT industry, providing for grants of equity incentive awards based on separate classes of units of membership interests in Welltower OP, referred to as “LTIP Units” and “Option Units.” LTIP Units are structured as “profits interests” for U.S. federal income tax purposes, which means that they cannot have any value on the date of grant were Welltower OP to be liquidated on that date. As profits interests, LTIP Units only have value, other than with respect to the right to receive distributions, if the value of the assets of Welltower OP increases between the time of issuance of LTIP Units and the date of a book-up event for partnership tax purposes. Option Units are also structured as “profits interests,” except that they also have an implied purchase price comparable to the exercise price of a stock option. At the time of a book-up event, asset gains are allocated to all outstanding units as provided under the governing documents of Welltower OP. Once Option Units have vested, they may be converted into LTIP Units, after taking into account the implied purchase price for the Option Units. As a result, the conversion ratio from Option Units to LTIP Units will always be less than one to one. Once LTIP Units have been allocated value equivalent to the Class A common units of Welltower OP, the LTIP Units may be converted, subject to the satisfaction of all applicable vesting conditions, currently on a one-for-one basis into Welltower OP Class A common units. Welltower OP Class A common units are exchangeable by the holder for cash or, at Welltower’s election, currently on a one-for-one basis into shares of Welltower common stock. Neither LTIP Units nor Option Units may be exchanged for cash or Welltower common stock. LTIP Units and Option Units are intended to offer Welltower executives similar long-term incentives as RSUs (in the case of LTIP Units) and stock options (in the case of Option Units). Welltower offers this program to its executives solely as an alternative to Welltower’s established annual long-term incentive programs, and importantly does not provide any additional equity awards. Accordingly, Welltower executives (including our NEOs) were eligible to elect to receive, on a one-for-one basis, their awards of PSUs and RSUs under the 2023-2025 LTIP in the form of LTIP Units and, as applicable, their awards of stock options under the 2023-2025 LTIP in the form of Option Units. All LTIP Units and Option Units received by Welltower executives in respect of their 2023-2025 LTIP awards are subject to the same vesting and other terms and conditions as those that applied to the original awards under the 2023-2025 LTIP. All of our named executive officers elected to receive their 2023-2025 LTIP awards in the form of LTIP Units and/or Option Units. Additionally, when Welltower adopted this profits interest program, executives (including our NEOs) were eligible to elect to exchange, on a one-for-one basis, certain of their then-outstanding PSUs and RSUs for awards of LTIP Units, and their then-outstanding stock options for awards of Option Units. All exchanged awards remained subject to the same vesting and other material terms and conditions as those that applied to the original award. Welltower OP did not grant awards to any Welltower employee, including any of our NEOs, in 2023 other than in exchange for the cancellation of a previously granted Welltower stock award or in lieu of a stock award that would otherwise have been granted under the 2023-2025 LTIP.

  47. Status of LTIP Award Programs

    Status of LTIP Award Programs The graphic below summarizes the performance periods and outcome, or projected outcome, of Welltower’s LTIP awards granted from 2018 to 2023. (1)The performance period for these awards remains open and the payout percentage has not been determined. Welltower makes no prediction as to the future performance of Welltower’s stock.

  48. Status of LTIP Award Programs

    | 50 | WELLTOWER • 2024 Proxy Statement |

  49. 2021-2023 LTIP Award Results

    2021-2023 LTIP Award Results This forward-looking program covered the three-year performance period ended December 31, 2023. The Compensation Committee established goals in early 2021 for the three measures described below based on Welltower’s internal projections. The components of the three-year program were consistent with Welltower’s long-term strategic objectives. Based on the performance compared to these goals and the weightings of each goal, the payout of the 2021-2023 Long-Term Incentive Program (“2021-2023 LTIP”) was at 150% (high level).

  50. 2021-2023 LTIP Award Payouts

    2021-2023 LTIP Award Payouts The table below outlines the long-term incentive earnings opportunities for the 2021-2023 performance period and the payouts that were approved at the Compensation Committee’s February 13, 2024 meeting. These actual amounts are not included in the 2022 or 2023 portion of the “Summary Compensation Table” because the grant date fair value was included in the Summary Compensation Table reporting compensation awarded in 2021.

  51. 2021-2023 LTIP Award Payouts

    | | 2021-2023 Long-Term Incentive Program Opportunities and Payouts (1) | | | | | | | | Threshold (#) | Target (#) | High (#) | Value of Earned Award ($)(2) | Restricted Shares (#) | DER Accrual Payout ($)(3) | | Shankh Mitra | 41,042 | 82,084 | 123,126 | 10,745,206 | 123,126 | 901,282 | | Timothy G. McHugh | 16,418 | 32,835 | 49,253 | 4,298,309 | 49,253 | 360,532 | | John F. Burkart | 3,391 | 6,781 | 10,172 | 887,710 | 10,172 | 62,049 | | Matthew G. McQueen | 5,473 | 10,946 | 16,419 | 1,432,886 | 16,419 | 120,187 | | Ayesha Menon | 5,473 | 10,946 | 16,419 | 1,432,886 | 16,419 | 120,187 |

  52. 2021-2023 LTIP Award Payouts

    (1)In January 2023, each of the NEOs elected to exchange his or her 2021-2023 PSU awards, on a one-for-one basis, for awards of performance-based LTIP Units. (2)Value reported is based on a per share closing price of $87.27 on February 13, 2024, the date the Compensation Committee certified the earned award. The shares issued in settlement of the award vested immediately. (3)Represents accrued dividend equivalent right payments for the shares actually earned.

  53. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The table below presents the total compensation of the NEOs for each indicated year.

  54. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total Compensation ($) | | Shankh Mitra | 2023 | 1,200,000 | 11,653,191 | — | 4,320,000 | 26,700 | 17,199,891 | | Chief Executive Officer | 2022 | 1,150,044 | 7,754,249 | 2,700,000 | 2,634,267 | 28,375 | 14,266,935 | | | 2021 | 1,000,039 | 5,999,991 | 1,500,088 | 3,920,000 | 333,592 | 12,753,710 | | Timothy G. McHugh | 2023 | 695,000 | 4,531,805 | — | 1,668,000 | 25,500 | 6,920,305 | | Executive Vice President – Chief Financial Officer | 2022 | 675,026 | 3,728,158 | 350,009 | 1,159,650 | 23,650 | 5,936,493 | | | 2021 | 600,000 | 2,703,156 | 297,002 | 1,764,000 | 14,250 | 5,378,408 | | John F. Burkart | 2023 | 625,000 | 3,454,999 | 450,004 | 1,485,938 | 29,500 | 6,045,441 | | Executive Vice President – Chief Operating Officer | 2022 | 600,000 | 2,584,822 | 900,000 | 1,010,550 | 26,800 | 5,122,172 | | | 2021 | 273,076 | 903,391 | — | 634,438 | — | 1,810,905 | | Matthew G. McQueen | 2023 | 595,000 | 2,201,150 | — | 1,190,000 | 16,500 | 4,002,650 | | Executive Vice President – General Counsel & Corporate Secretary | 2022 | 575,022 | 1,633,839 | — | 658,567 | 15,250 | 2,882,678 | | | 2021 | 550,021 | 850,158 | 150,001 | 1,045,000 | 14,250 | 2,609,430 | | Ayesha Menon(4) | 2023 | 585,000 | 1,553,796 | — | — | 1,048,500 | 3,187,296 | | Former Executive Vice President – Wellness Housing and Development | 2022 | 565,022 | 1,166,672 | 172,519 | 625,926 | 15,250 | 2,545,389 | | | 2021 | 550,021 | 850,158 | 150,001 | 1,023,000 | 14,250 | 2,587,430 |

  55. SUMMARY COMPENSATION TABLE

    (1)Amounts set forth in this column represent the grant date fair value calculated in accordance with FASB ASC Topic 718 for the performance-based and time-based stock awards.

  56. SUMMARY COMPENSATION TABLE

    | | 2021-2023 LTIP | | | 2022-2024 LTIP | | | 2023-2025 LTIP | | | | | | Performance-Based | | | Performance-Based | | | Performance-Based | | | Grant Date Fair Value for Stock Awards Name | Time- Based ($) | Target ($) | Maximum ($) | Time- Based ($) | Target ($) | Maximum ($) | Time- Based ($) | Target ($) | Maximum ($) | | Shankh Mitra | 749,953 | 5,250,038 | 7,875,057 | — | 7,754,249 | 21,980,265 | 2,577,006 | 9,076,185 | 26,011,008 | | Timothy G. McHugh | 603,052 | 2,100,104 | 3,150,156 | 712,489 | 3,015,669 | 8,548,221 | 1,002,177 | 3,529,628 | 10,115,406 | | John F. Burkart | 271,020 | 632,371 | 948,557 | — | 2,584,822 | 7,326,973 | 429,525 | 3,025,474 | 8,670,573 | | Matthew G. McQueen | 150,058 | 700,100 | 1,050,150 | 427,493 | 1,206,346 | 3,419,488 | 486,805 | 1,714,345 | 4,913,066 | | Ayesha Menon | 150,058 | 700,100 | 1,050,150 | 175,641 | 991,031 | 2,809,191 | 343,606 | 1,210,190 | 3,468,230 |

  57. SUMMARY COMPENSATION TABLE

    For valuation assumptions, refer to Note 15 to the consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2023. For the PSUs granted under the 2023-2025 LTIP, also refer to the relevant section of the Compensation Discussion and Analysis at pages 48-50. (2)Amounts set forth in this column represent the grant date fair value of stock options under the 2023-2025 LTIP calculated in accordance with FASB ASC Topic 718 (see below and pages 48-50 for additional information regarding this program). For additional information regarding valuation assumptions, refer to Note 15 to the consolidated financial statement in our annual report on Form 10-K for the year ended December 31, 2023.

  58. SUMMARY COMPENSATION TABLE

    | WELLTOWER • 2024 Proxy Statement | 55 |

  59. SUMMARY COMPENSATION TABLE

    Summary Compensation Table (3)“All Other Compensation” includes the following:

  60. SUMMARY COMPENSATION TABLE

    | Name | Welltower Contribution to 401(k) Plan ($) | Executive Physical($)(a) | Cash Severance Payments ($)(b) | Total ($) | | Shankh Mitra | 16,500 | 10,200 | | 26,700 | | Timothy G. McHugh | 16,500 | 9,000 | — | 25,500 | | John F. Burkart | 16,500 | 13,000 | — | 29,500 | | Matthew G. McQueen | 16,500 | — | — | 16,500 | | Ayesha Menon | 16,500 | — | 1,032,000 | 1,048,500 |

  61. SUMMARY COMPENSATION TABLE

    (a)See “Compensation Discussion and analysis – Benefits and Perquisites” for additional information regarding the executive physicals paid for by Welltower on behalf of Mr. Mitra, Mr. McHugh, and Mr. Burkart. All of the NEOs other than Ms. Menon participated in Welltower’s medical benefits program available to all other Welltower employees. Ms. Menon opted not to receive medical benefits from Welltower. (b)Represents a lump sum cash payment of $118,000 to assist with paying for benefits (including group health care coverage and retirement benefits) and a lump sum cash payment of $914,000 in lieu of her 2023 incentive cash bonus based on her performance during 2023. (4) Ms. Menon resigned her position as an executive officer of Welltower effective December 28, 2023.

  62. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    2023 GRANTS OF PLAN-BASED AWARDS TABLE The table below provides information regarding grants of awards to the NEOs under Welltower’s long-term incentive plans.

  63. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | | | Estimated Future Payments Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payments Under Equity Incentive Plan Awards | | | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | High (#) | Stock Awards: Number of Shares of Stock or Units (#) | Option Awards: Number of Shares of Stock Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Shankh Mitra | — | 1,350,000 | 2,700,000 | 5,400,000 | | | | | | | | | | 2/23/2023(2) | | | | 24,819 | 82,723 | 231,624 | | | | 9,076,185 | | | 2/23/2023(3) | | | | | | | 35,452 | — | — | 2,577,006 | | Timothy G. McHugh | — | 521,250 | 1,042,500 | 2,085,000 | | | | | | | | | | 2/23/2023(2) | | | | 9,651 | 32,170 | 90,076 | | | | 3,529,628 | | | 2/23/2023(3) | | | | | | | 13,787 | — | — | 1,002,177 | | John F. Burkart | — | 468,750 | 937,500 | 1,875,000 | | | | | | | | | | 2/23/2023(2) | | | | 8,274 | 27,575 | 77,210 | | | | 3,025,474 | | | 2/23/2023(3) | | | | | | | 5,909 | — | | 429,525 | | | 2/23/2023(4) | | | | | | | | 21,898 | 76.17 | 450,004 | | Matthew G. McQueen | — | 371,875 | 743,750 | 1,487,500 | | | | | | | | | | 2/23/2023(2) | | | | 4,689 | 15,625 | 43,750 | | | | 1,714,345 | | | 2/23/2023(3) | | | | | | | 6,697 | — | — | 486,805 | | Ayesha Menon | — | 292,500 | 585,000 | 1,170,000 | | | | | | | | | | 2/23/2023(2) | | | | 3,309 | 11,030 | 30,884 | | | | 1,210,190 | | | 2/23/2023(3) | | | | | | | 4,727 | — | — | 343,606 |

  64. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    (1)Represents annual incentive program earnings opportunity for 2023. The actual amount earned by each of the NEOs under the annual incentive program in 2023 was paid in 2024 and is shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. (2)Represents long-term incentive earnings opportunity for performance under the 2023-2025 LTIP. The performance measures under this program will be evaluated in early 2026 after the close of the performance period on December 31, 2025. Any performance award earned will be settled in shares following such evaluation (subject to earlier evaluation and vesting in connection with a change in corporate control or a qualified termination of employment). See pages 48-50 for additional information regarding the 2023-2025 LTIP. (3)Represents time-based RSUs granted under the 2023-2025 LTIP on February 23, 2023. The units vest in four equal installments on January 15, 2024, 2025, 2026 and 2027. See pages 48-50 for additional information regarding the 2023-2025 LTIP. (4)Represents time-based stock options granted under the 2023-2025 LTIP on February 23, 2023 with an exercise price of 76.17, the closing price of Welltower’s common stock on the date of grant. The stock options vest and become exercisable in four equal installments on January 15, 2024, 2025, 2026 and 2027. See pages 48-50 for additional information regarding the 2023-2025 LTIP. (5)Amounts set forth in this column represent the grant date fair value calculated in accordance with FASB ASC Topic 718. For the assumptions and methodologies used to value the awards reported in this column, see footnotes 2 and 3 of the Summary Compensation Table.

  65. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | 56 | WELLTOWER • 2024 Proxy Statement |

  66. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    The table below provides information regarding outstanding equity-based awards granted to the NEOs under Welltower’s long-term incentive plans that were outstanding as of December 31, 2023

  67. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | | | Stock Awards | | | | | | | | | Name | Grant Date | # of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: # of Unearned Shares, Units or Other Rights That Have Not Yet Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Yet Vested ($) | # of Shares of Stock Underlying Unexercised Options Exercisable (#) | # of Shares of Stock Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($/Sh) | Option Expiration Date | | Shankh Mitra | 2/23/23 | 35,452 | 3,196,707(1) | | | | | | | | | 1/12/22 | 96,521 | 1,455,537(2) | | | | | | | | | 2/16/21 | 5,583 | 503,419(3) | | | | | | | | | 2/16/21 | 123,126 | 11,102,271(4) | | | | | | | | | 2/16/21 | 51,233 | 1,256,745(5) | | | | | | | | | 12/4/20 | 1,216 | 109,647(6) | | | | | | | | | 2/14/20 | 3,900 | 351,663(6) | | | | | | | | | 2/23/23 | | | 231,624 | 20,885,536(7) | | | | | | | 1/17/22 | | | 276,735 | —(8) | | | | | | | 1/12/22 | | | 208,020 | 18,757,163(9) | | | | | | | 12/13/21 | | | 246,184 | —(10) | | | | | | | 2/16/21 | | | | | 25,616(11) | — | 67.17 | 2/16/2031 | | Timothy G. McHugh | 2/23/23 | 13,787 | 1,243,174(1) | | | | | | | | | 1/12/22 | 6,192 | 558,333(12) | | | | | | | | | 1/12/22 | 12,513 | 188,696(2) | | | | | | | | | 2/16/21 | 4,490 | 404,863(3) | | | | | | | | | 2/16/21 | 49,253 | 4,441,143(4) | | | | | | | | | 2/16/21 | 10,144 | 248,832(5) | | | | | | | | | 2/14/20 | 1,950 | 175,832(6) | | | | | | | | | 2/23/23 | | | 90,076 | 8,122,153(7) | | | | | | | 1/17/22 | | | 131,332 | —(8) | | | | | | | 1/12/22 | | | 80,900 | 7,294,753(9) | | | | | | | 12/13/21 | | | 123,092 | —(10) | | | | | | | 2/16/21 | | | | | 5,071(11) | — | 67.17 | 2/16/2031 | | John F. Burkart | 2/23/23 | 5,909 | 532,815(1) | | | | | | | | | 2/23/23 | 21,898 | 477,157(13) | | | | | | | | | 1/12/22 | 32,174 | 485,184(2) | | | | | | | | | 7/19/21 | 1,605 | 144,723(3) | | | | | | | | | 7/19/21 | 10,172 | 917,209(4) | | | | | | | | | 2/23/23 | | | 77,210 | 6,962,026(7) | | | | | | | 1/17/22 | | | 131,332 | —(8) | | | | | | | 1/12/22 | | | 69,342 | 6,252,568(9) | | | | | | | 12/13/21 | | | 61,546 | —(10) | | | | |

  68. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | WELLTOWER • 2024 Proxy Statement | 57 |

  69. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | | | Stock Awards | | | | | | | | | Name | Grant Date | # of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: # of Unearned Shares, Units or Other Rights That Have Not Yet Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Yet Vested ($) | # of Shares of Stock Underlying Unexercised Options Exercisable (#) | # of Shares of Stock Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($/Sh) | Option Expiration Date | | Matthew G. McQueen | 2/23/23 | 6,697 | 603,868(1) | | | | | | | | | 1/12/22 | 3,715 | 334,982(12) | | | | | | | | | 2/16/21 | 1,118 | 100,810(3) | | | | | | | | | 2/16/21 | 16,419 | 1,480,501(4) | | | | | | | | | 2/16/21 | 5,123 | 125,667(5) | | | | | | | | | 2/14/20 | 624 | 56,266(6) | | | | | | | | | 2/23/23 | | | 43,750 | 3,944,938(7) | | | | | | | 1/17/22 | | | 37,523 | —(8) | | | | | | | 1/12/22 | | | 32,362 | 2,918,082(9) | | | | | | | 12/13/21 | | | 39,389 | —(10) | | | | | | | 2/16/21 | | | | | 2,561(11) | — | 67.17 | 2/16/2031 | | Ayesha Menon | 2/23/23 | 4,727 | 426,234(1) | | | | | | | | | 1/12/22 | 1,527 | 137,690(12) | | | | | | | | | 1/12/22 | 6,168 | 93,013(2) | | | | | | | | | 2/16/21 | 1,118 | 100,810(3) | | | | | | | | | 2/16/21 | 16,419 | 1,480,501(4) | | | | | | | | | 2/16/21 | 5,123 | 125,667(5) | | | | | | | | | 2/14/20 | 468 | 42,200(6) | | | | | | | | | 5/13/19 | 1,316 | 118,664(14) | | | | | | | | | 2/23/23 | | | 30,884 | 2,784,810(7) | | | | | | | 1/17/22 | | | 28,143 | —(8) | | | | | | | 1/12/22 | | | 26,586 | 2,397,260(9) | | | | | | | 12/13/21 | | | 24,618 | —(10) | | | | | | | 2/16/21 | | | | | 2,561(11) | — | 67.17 | 2/16/2031 |

  70. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    (1)Based on a share price of $90.17, the closing price of Welltower’s common stock on December 29, 2023 (the last trading day in 2023). On each of January 15, 2024, 2025, 2026, and 2027, one-fourth of the time-based RSUs granted under the 2023-2025 LTIP (issued in the form of time-based LTIP Units) will vest. (2)Based on a Black Scholes price of $15.08. Represents time-based stock options granted under the 2022-2024 LTIP (which were converted into time-based Option Units). The Option Units vest and become exercisable in three equal installments on January 15, 2024, 2025, and 2026. (3)Based on a share price of $90.17, the closing price of Welltower’s common stock on December 29, 2023 (the last trading day in 2023). On each of January 15, 2024, and 2025, one-half of the time-based RSUs granted under the 2021-2023 LTIP (which were converted into time-based LTIP Units) will vest. (4)Based on a share price of $90.17, the closing price of Welltower’s common stock on December 29, 2023 (the last trading day in 2023). The number and market or payout value of the performance stock units under the 2021-2023 LTIP (which were converted into performance-based LTIP Units) are based on performance results as of December 31, 2023. These LTIP Units vested on February 13, 2024. See pages 51-52 for additional information regarding the 2021-2023 LTIP. (5)Based on a Black Scholes price of $24.53. Represents time-based stock options granted under the 2021-2023 LTIP (which were converted into time-based Option Units). On each of January 15, 2024 and 2025, one-half of the Option Units will vest. (6)Based on a share price of $90.17, the closing price of Welltower’s common stock on December 29, 2023 (the last trading day in 2023). On January 15, 2024, the final one-fourth of the time-based RSUs granted under the 2020-2022 LTIP (which were converted into time-based LTIP Units) vested. (7)Based on a share price of $90.17, the closing price of Welltower’s common stock on December 29, 2023 (the last trading day in 2023). The number and market or payout value of the performance stock units under the 2023-2025 LTIP are based on maximum performance because corporate performance in the first year of the three-year performance period was at high. See pages 48-50 for additional information regarding the 2023-2025 LTIP. (8)These awards under the 2022-2025 OPP (which were converted into performance-based LTIP Units) are not probable to vest as of December 31, 2023. In accordance with Instruction 3 to Item 402(f)(2) of Regulation S-K, the award has been valued assuming achievement of the goals at a threshold level, which results in a value of $0.

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    | 58 | WELLTOWER • 2024 Proxy Statement |

  72. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    (9)Based on a share price of $90.17, the closing price of Welltower’s common stock on December 29, 2023 (the last trading day in 2023). The number and market or payout value of the performance stock units under the 2022-2024 LTIP (which were converted into performance-based LTIP Units) are based on maximum performance because corporate performance in the second year of the three-year performance period was at high. See page 50 for additional information regarding the 2022-2024 LTIP. (10)Represents performance-based stock options granted on December 13, 2021 (which were converted into performance-based Option Units). If Welltower achieves a Normalized FFO compounded annual growth rate of 10.5% for the three-year performance period of January 1, 2022 to December 31, 2024, then the Option Units vest 50% on February 1, 2025, 25% on December 13, 2025, and 25% on December 25, 2026. If the performance is not met, the Option Units will not vest. These are not probable to vest as of December 31, 2023. In accordance with Instruction 3 to Item 402(f)(2) of Regulation S-K, the award has been valued at a representative amount based on the prior fiscal year’s performance since it was concluded that a target amount was not determinable, which results in a value of $0. (11)These are time-based stock options granted under the 2021-2023 LTIP that are vested and exercisable. (12)Based on a share price of $90.17, the closing price of Welltower’s common stock on December 29, 2023 (the last trading day in 2023). On each of January 15, 2024, 2025, and 2026, one-third of the time-based RSUs granted under the 2022-2024 LTIP (which were converted into time-based LTIP Units) will vest. (13)Based on a Black Scholes price of $21.79. Represents time-based options granted under the 2023-2025 LTIP on February 23, 2023 (issued in the form of Option Units). The Option Units vest and become exercisable in four equal installments on January 15, 2024, 2025, 2026, and 2027. (14)Based on a share price of $90.17, the closing price of Welltower’s common stock on December 29, 2023 (the last trading day in 2023). These shares of restricted stock vested on January 15, 2024.

  73. 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    2023 OPTION EXERCISES AND STOCK VESTED TABLE The table below provides information regarding the dollar amounts realized pursuant to the exercise of stock options or the vesting of equity-based awards during 2023 for the NEOs.

  74. 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    | | Option Awards | | Stock Awards | | | Name | # of Shares Acquired on Exercise | Value Realized Upon Exercise ($) | # of Shares Acquired on Vesting | Value Realized on Vesting ($) | | Shankh Mitra | — | — | 147,581 | 8,121,198 | | Timothy G. McHugh | — | — | 43,114 | 2,861,402 | | John F. Burkart | — | — | 11,526 | 204,624 | | Matthew G. McQueen | — | — | 13,949 | 948,355 | | Ayesha Menon | — | — | 14,190 | 818,703 |

  75. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CORPORATE CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CORPORATE CONTROL

  76. Summary of Potential Payments for Named Executive Officers

    Summary of Potential Payments for Named Executive Officers

  77. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of Welltower. For further information concerning Welltower's pay for performance philosophy and how Welltower aligns executive compensation with its performance, refer to “Executive Compensation – Compensation Discussion and Analysis.” Our CEO is the principal executive officer (“PEO”). The following table sets forth information concerning the compensation of our PEOs and other NEOs for each of the fiscal years ending December 31, 2020, 2021, 2022, and 2023.

  78. PAY VERSUS PERFORMANCE

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1) | Summary Compensation Table Total for PEO ($) (1,2) | Summary Compensation Table Total for PEO ($) (1,3) | Compensation Actually Paid to PEO ($) (1,2) | Compensation Actually Paid to PEO ($) (1,3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (1) | Average Compensation Actually Paid to Non-PEO NEOs ($) (1) | Total Shareholder Return(4) ($) | Peer Group Total Shareholder Return(5) ($) | Net Income Attributable to Common Stockholders (In thousands) ($) (6) | Normalized FFO per diluted share ($) (7) | | 2023 | 17,199,891 | — | 40,759,029 | — | 5,038,923 | 10,743,501 | $126.31 | $113.36 | 340,094 | 3.64 | | 2022 | 14,266,935 | — | 5,919,677 | — | 4,121,683 | 2,497,577 | $89.10 | $99.68 | 141,214 | 3.35 | | 2021 | 12,753,710 | — | 22,825,142 | — | 3,096,543 | 4,768,476 | $113.03 | $131.78 | 336,138 | 3.21 | | 2020 | 9,557,434 | 14,589,584 | 5,290,290 | (7,391,356) | 2,590,052 | 1,401,426 | $82.51 | $92.00 | 978,844 | 3.56 |

  79. PAY VERSUS PERFORMANCE

    (1)Amounts represent compensation actually paid to our PEO(s) and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined in accordance with SEC rules, which includes the individuals listed in the table below for each fiscal year.

  80. PAY VERSUS PERFORMANCE

    | Year | PEO | Non-PEO NEOS | | 2021-2023 | Shankh Mitra | Timothy G. McHugh, John F. Burkart, Matthew G. McQueen, and Ayesha Menon | | 2020 | Thomas J. DeRosa and Shankh Mitra | Timothy G. McHugh, Matthew G. McQueen, and Ayesha Menon |

  81. PAY VERSUS PERFORMANCE

    | 74 | WELLTOWER • 2024 Proxy Statement |

  82. PAY VERSUS PERFORMANCE

    The dollar amounts reported as “compensation actually paid” are computed in accordance with the requirements of Item 402(v) of Regulation S-K and reflect “Total Compensation” as set forth in the Summary Compensation Table (“SCT”) for each year, adjusted as shown below (with equity values calculated in accordance with FASB ASC Topic 718):

  83. PAY VERSUS PERFORMANCE

    | Shankh Mitra, CEO | 2023 | 2022 | 2021 | 2020 | | SCT Total | $17,199,891 | $14,266,935 | $12,753,710 | $9,557,434 | | Less: Fair Value of Awards Reported in the SCT | (11,653,191) | (10,454,249) | (7,500,075) | (6,528,373) | | Plus: Fair Value of Awards Granted in Year and Outstanding and Unvested at Year-End | 19,380,298 | 7,822,060 | 14,018,154 | 4,703,812 | | Plus: Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End | 11,237,147 | (5,103,585) | 2,964,149 | (1,337,571) | | Plus: Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year | 4,594,884 | (611,484) | 589,204 | (1,105,012) | | Total Compensation Actually Paid | $40,759,029 | $5,919,677 | $22,825,142 | $5,290,290 | | Thomas J. DeRosa, Former CEO | 2023 | 2022 | 2021 | 2020 | | SCT Total | | | | $14,589,584 | | Less: Fair Value of Awards Reported in the SCT | | | | (10,501,359) | | Plus: Fair Value of Awards Granted in Year and Outstanding and Unvested at Year-End | | | | — | | Plus: Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End | | | | — | | Plus: Value of Awards Granted and Vested in the Year | | | | 2,533,763 | | Plus: Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year | | | | (14,013,344) | | Total Compensation Actually Paid | | | | $(7,391,356) | | Average of Other NEOs | 2023 | 2022 | 2021 | 2020 | | SCT Total | $5,038,923 | $4,121,683 | $3,096,543 | $2,590,052 | | Less: Fair Value of Awards Reported in the SCT | (3,047,939) | (2,634,005) | (1,475,967) | (1,365,328) | | Plus: Fair Value of Awards Granted in Year and Outstanding and Unvested at Year-End | 5,046,550 | 2,018,683 | 2,563,124 | 846,041 | | Plus: Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End | 2,819,526 | (930,824) | 427,784 | (498,132) | | Plus: Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year | 886,441 | (77,960) | 156,992 | (171,207) | | Total Average Compensation Actually Paid | $10,743,501 | $2,497,577 | $4,768,476 | $1,401,426 |

  84. PAY VERSUS PERFORMANCE

    (2)PEO 1: Shankh Mitra has been our Chief Executive Officer since October 5, 2020. (3)PEO 2: Thomas J. DeRosa was our Chief Executive Officer from April 14, 2014 to October 5, 2020. (4)TSR is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between Welltower’s share price at the end of each fiscal year shown and the beginning of the measurement period by (b) Welltower’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2019. (5)Peer group TSR is based on the FTSE Nareit Equity Health Care Index to which we compare our performance in our Form 10-K Stockholder Return Performance Presentation in Item 5. (6)The dollar amounts reported represent the amount of net income (or loss) attributable to common stockholders reflected in Welltower’s audited financial statements for the applicable year. (7)See Appendix A for a discussion and reconciliation of non-GAAP measures. As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” Welltower utilizes several performance measures to align executive compensation with company performance. Not all of those measures are presented in the Pay versus Performance table. Moreover, Welltower generally seeks to incentivize long-term performance, and therefore does not specifically align Welltower's performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, Welltower is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Although Mr. DeRosa served as Welltower's PEO during the majority of 2020, the negative value of his 2020 CAP is largely

  85. PAY VERSUS PERFORMANCE

    | WELLTOWER • 2024 Proxy Statement | 75 |

  86. PAY VERSUS PERFORMANCE

    attributable to the decrease in the value of equity awards that occurred during 2020 and, therefore, is not reflective of Welltower's executive compensation practices in 2020. Accordingly, the tables below present Mr. Mitra’s 2020 CAP as the “PEO Actual CAP,” which Welltower believes better illustrates the relationship between executive compensation and the applicable financial performance measures. The NEOs’ pay, particularly the PEO’s, closely tracks with our TSR since, in any year, more than 70 percent of the NEOs’ compensation is comprised of equity awards. The chart below shows Mr. Mitra’s and the average of our other NEOs’ pay compared to our annual TSR performance and the Peer Group’s TSR performance (in thousands, except TSR data): The average of our other NEOs’ pay does not track as closely to our net income attributable to common stockholders and normalized FFO per diluted share. While we use both of these measures for operating our business from year to year, our long-term shareholder value is strongly impacted by external factors that at some times cause shareholder value and short-term financial performance not to correlate strongly with one another. The chart below shows Mr. Mitra’s and the average of our other NEOs’ average pay compared to our net income attributable to common stockholders (in thousands):

  87. PAY VERSUS PERFORMANCE

    | 76 | WELLTOWER • 2024 Proxy Statement |

  88. PAY VERSUS PERFORMANCE

    The chart below shows Mr. Mitra’s and the average of our other NEOs’ pay compared to our normalized FFO per diluted share performance (in thousands, except per share data): The following table lists the most important financial performance measures used to link compensation actually paid to our NEOs to company performance.

  89. PAY VERSUS PERFORMANCE

    | Important Financial Performance Measures | | Relative Total Shareholder Return | | Normalized FFO per Diluted Share | | Adjusted Fixed Charge Coverage | | General and Administrative Expense Controls | | (Net Debt + Preferred) / Annualized Adjusted EBITDA |

  90. PAY VERSUS PERFORMANCE

    When considering pay decisions and payouts, we use Normalized FFO per diluted share, Adjusted Fixed Charge Coverage and General and Administrative Expense Controls in our annual incentives to ensure we are operating and growing our business in a manner that is keeping a solid foundation for the future of Welltower. For our performance-based long-term incentives, in addition to relative TSR, we measure (Net Debt + Preferred) / Annualized Adjusted EBITDA as a financial measure. For additional insight regarding why we chose these measures, see pages 38-48 for an in-depth discussion of our annual incentive measures and pages 48-52 for discussion on our long-term incentive measures.

  91. PAY RATIO

    PAY RATIO In this section, we are providing a comparison of the annual total compensation of Welltower’s median compensated employee to the annual total compensation of our Chief Executive Officer, pursuant to the requirements of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. The pay ratio reported below is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described below. To identify Welltower’s median compensated employee, as well as to determine the annual total compensation of Welltower’s median employee and the Chief Executive Officer, we took the following steps: •We considered all employees employed as of December 31, 2023. This population consisted of full-time and part-time employees located in the United States, the United Kingdom, and Canada. •To identify the median employee from Welltower’s employee population, we generated a list of all employees and calculated the amount of base salary determined as of December 31, 2023, wages, overtime, and cash bonus amounts earned for performance in fiscal 2023 and the aggregate grant date fair value of equity awards granted in fiscal 2023. We

  92. PAY RATIO

    | WELLTOWER • 2024 Proxy Statement | 77 |

  93. PAY RATIO

    Pay Ratio used a GBP/USD rate of 1.2743 for employees in the United Kingdom and a CAD/USD rate of 0.757461 for employees in Canada, each of which reflected the applicable exchange rate on December 31, 2023. •Once we identified the median employee, we calculated all elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $117,700. •With respect to the annual total compensation for the Chief Executive Officer, we used the amount reported in the “Total Compensation” column of the Summary Compensation Table for 2023, $17,199,891. Based on this information, for 2023 the ratio of the annual total compensation of Mr. Mitra to the annual total compensation of Welltower’s median employee was 146 to 1.