DEF 14A of Welltower Inc., Apr 11, 2025

DEF 14A of Welltower Inc.

Filed Apr 11, 2025 · FY20240000766704-25-000013

Open on EDGAR

  1. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    SUMMARY OF BOARD SKILLS AND EXPERIENCE 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.

  2. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    | Director Skills and Experience | Bacon | DeSalvo | Gundlach | Lopez | Mitra | Patton | Rivera | Spisso | Sullivan | | 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 | ● | | ● | ● | ● | ● | ● | ● | ● | | Healthcare and Health Systems: Relevant experience in the healthcare industry; current or former role as a chief executive officer of a healthcare 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 | | ● | | ● | ● | | ● | ● | | | Corporate Governance: Corporate governance experience, including knowledge of public company reporting requirements | ● | ● | ● | ● | ● | ● | ● | ● | ● |

  3. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    | 20 | WELLTOWER • 2025 Proxy Statement |

  4. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    | SHANKH MITRA, Chief Executive Officer | | | Age 44 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 Welltower’s 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. 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 70 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, Inc. •Comcast Corporation (Governance and Corporate Responsibility Committee Chair) | | | 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, and government affairs and housing make him a valuable asset to the Board. | | KAREN B. DESALVO, Independent Director | | | Age 59 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 | | | KEY SKILLS AND EXPERIENCE: Dr. DeSalvo is a physician executive who has served as the Chief Health Officer of Google (a multinational technology company) 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. Among other qualifications, Dr. DeSalvo’s experience in medical and public health leadership, technology utilization, healthcare delivery, and healthcare policy make her an important addition to the Board. |

  5. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    | WELLTOWER • 2025 Proxy Statement | 21 |

  6. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    | ANDREW GUNDLACH, Independent Director | | | Age 54 Director since: 2024 Welltower Committees: •Audit •Investment | EDUCATION: •BS – International Relations and Affairs, Georgetown University •MS – International Trade and Economics, Georgetown University •MBA – Columbia Business School | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Bleichroeder Acquisition Corp. I | | | KEY SKILLS AND EXPERIENCE: Mr. Gundlach is the President and CEO of Bleichroeder LP (a registered investment advisor serving ultra-high-net-worth families) since 2024 and the Chairman, President, and Chief Executive Officer of Bleichroeder Acquisition Corp. I (a blank check company formed for the purpose of effecting a potential business combination) since June 2024. He is the founder of GoldIron LP (a registered investment advisor focused on institutions and ultra-high-net-worth investors) and has served as its managing member since 2015. Bleichroeder LP was demerged from asset manager First Eagle Holdings in 2019, four years after Blackstone funds acquired a majority stake, a transaction Mr. Gundlach initiated, and GoldIron LP owns shares in First Eagle Holdings. Mr. Gundlach has held a board position as a director at First Eagle Holdings (or its predecessor) since 2006. He served on the boards of Odyssey Acquisition SA from 2021 to 2022 and Materia, Inc. from 2014 until its acquisition by ExxonMobil in 2021. He has also been an Adjunct Associate Professor of Business at Columbia Business School since 2004, where he teaches courses on investing, and currently serves on the school’s board. Previously, Mr. Gundlach co-founded Artemis Advisors LLC in 1999 and served as a founding partner until 2006. His earlier career includes roles as an Associate at J.P. Morgan from 1996 to 1999, and as an Analyst at Morgan Stanley from 1994 to 1996. Mr. Gundlach is also a Member of the Council on Foreign Relations, where he serves on the Investment Committee. Mr. Gundlach currently serves on the Advisory Board at People.ai (a privately-held AI company) and as a trustee of the Guggenheim Museum. Among other qualifications, Mr. Gundlach’s extensive experience in both public and private markets, with a particular expertise in corporate strategy, investment, and capital markets, make him a valuable asset to the Board. Mr. Gundlach was identified by our CEO and was recommended to the Board by the Nominating/Corporate Governance Committee as a new director candidate prior to his appointment to the Board in July 2024. | | DENNIS G. LOPEZ, Independent Director | | | Age 70 Director since: 2021 Welltower Committees: •Audit •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 46 Director since: 2021 Welltower Committees: •Audit •Compensation •Executive •Nominating/ Corporate Governance (Chair) | 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. |

  7. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    | 22 | WELLTOWER • 2025 Proxy Statement |

  8. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    | SERGIO D. RIVERA, Independent Director | | | | Age 62 Director since: 2014 Welltower Committees: •Compensation •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 64 Director since: 2018 Welltower Committees: •Compensation (Chair) •Executive •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 69 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 healthcare 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 healthcare industry, especially with respect to health plan payors, is extremely valuable to the Board. | |

  9. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    | WELLTOWER • 2025 Proxy Statement | 23 |

  10. SUMMARY OF BOARD SKILLS AND EXPERIENCE

    The table below summarizes the compensation paid in 2024 to Welltower’s non-employee directors.

  11. 2024 Director Compensation Table

    2024 Director Compensation Table

  12. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(13) ($) | Total ($) | | Kenneth J. Bacon | 364,954(3) | 199,997 | 564,951 | | Karen B. DeSalvo | 127,500(4) | 199,997 | 327,497 | | Andrew Gundlach | 54,049(5) | 199,997 | 254,046 | | Philip L. Hawkins(1) | 152,500(6) | 199,997 | 352,497 | | Dennis G. Lopez | 136,495(7) | 199,997 | 336,492 | | Ade J. Patton | 142,554(8) | 199,997 | 342,551 | | Diana W. Reid(2) | 142,826(9) | 199,997 | 342,823 | | Sergio D. Rivera | 154,103(10) | 199,997 | 354,100 | | Johnese M. Spisso | 136,712(11) | 199,997 | 336,709 | | Kathryn M. Sullivan | 157,500(12) | 199,997 | 357,497 |

  13. 2024 Director Compensation Table

    (1)Mr. Hawkins did not stand for re-election in 2024. His last day of service on the Board was May 23, 2024. (2)Ms. Reid resigned from the Board on December 3, 2024. (3)Includes $250,000 fee for serving as Chair of the Board, $7,454 fee for serving as Chair of the Compensation Committee, and $7,500 fee for serving on the Executive Committee. (4)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. (5)Includes $6,277 fee for serving on the Audit Committee and $5,380 fee for serving on the Investment Committee. Mr. Gundlach’s fees were prorated for the time he served on the Board in 2024. Mr. Gundlach, in lieu of cash, elected to receive his annual retainer and fees in the form of LTIP units. (6)Includes $30,000 fee for serving as Chair of the Compensation Committee, $7,500 fee for serving on the Executive Committee, and $15,000 fee for serving on the Investment Committee. Mr. Hawkins, in lieu of cash, elected to receive his annual retainer and fees in the form of LTIP units. (7)Includes $6,495 fee for serving on the Audit Committee, $15,000 fee for serving on the Compensation Committee, and $15,000 fee for serving on the Investment Committee. Mr. Lopez, in lieu of cash, elected to receive his annual retainer and fees in the form of deferred stock units. (8)Includes $17,500 fee for serving on the Audit Committee, $5,380 fee for serving on the Compensation Committee, $2,690 fee for serving on the Executive Committee, and $16,984 fee for serving as Chair of the Nominating/Corporate Governance Committee. (9)Includes $17,500 fee for serving on the Audit Committee, $20,516 fee for serving on the Nominating/Corporate Governance Committee, and $4,810 fee for serving on the Executive Committee. Ms. Reid’s fees were prorated for the time she served on the Board in 2024. (10)Includes $30,000 fee for serving as Chair of the Investment Committee, $11,223 fee for serving on the Audit Committee, $5,380 fee for serving on the Compensation Committee, and $7,500 fee for serving on the Executive Committee. (11)Includes $21,522 fee for serving as Chair of the Compensation Committee, $12,500 fee for serving on the Nominating/Corporate Governance Committee, and $2,690 fee for serving on the Executive Committee. (12)Includes $35,000 fee for serving as Chair of the Audit Committee, $7,500 fee for serving on the Executive Committee, and $15,000 fee for serving on the Compensation Committee. (13)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 March 1, 2024 based on the closing price of $92.72. 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 Messrs. Bacon, Gundlach, and Hawkins and Ms. Sullivan, who each elected to receive their cash fees in the form of Welltower OP LLC 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 March 1, 2024 based on the closing price of $92.72 (for Mr. Bacon); on July 29, 2024 based on the closing price of $111.65 and on August 21, 2024 based on the closing price of $116.33 (for Mr. Gundlach); on March 1, 2024 based on the closing price of $92.72 (for Mr. Hawkins); and on March 1, 2024 based on the closing price of $92.72 and on September 30, 2024 based on the closing price of $128.03 (for Ms. Sullivan). 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 Earned or Paid in Cash.” As of December 31, 2024, (a) each non-employee director (other than Messrs. Gundlach, Hawkins, and Lopez and Ms. Sullivan) held an aggregate of 2,157 deferred stock units that had not yet been converted into shares of common stock, (b) Mr. Gundlach held an aggregate of 1,279 LTIP Units that had not yet been converted into shares of common stock, (c) Mr. Hawkins held an aggregate of 14,812 LITP Units that had not yet been converted into shares of common stock, (d) Mr. Lopez held an aggregate of 13,768 LTIP Units that had not yet been converted into shares of common stock, and (e) Ms. Sullivan held an aggregate of 16,247 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

  14. 2024 Director Compensation Table

    | 24 | WELLTOWER • 2025 Proxy Statement |

  15. 2024 Director Compensation Table

    December 2024, 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. The compensation program for non-employee directors for the 2024 calendar year consisted of:

  16. 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 and provides outsized pay for exceptional performance •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

  17. 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

  18. 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 annual 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 or short sales. Directors and executive officers are prohibited from entering into hedging or monetization and short sale transactions with respect to Welltower’s securities and are not permitted to purchase Welltower’s securities on margin. | | | 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. | | | 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. | | |

  19. 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 2024, 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; 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 2025 and no conflicts of interest were found.

  20. Changes to the Executive Compensation Program

    Changes to the Executive Compensation Program In January 2025, after reviewing the business strategy for 2025, taking into account shareholder feedback, proactively furthering the alignment of interests among our NEOs and shareholders, and following consultation with the Compensation Committee’s independent consultant, the Compensation Committee determined to approve a substantially similar compensation program framework for 2025 as it was for 2024 with two notable changes: 2025 Annual Incentive Plan: •Eliminated the G&A expense metric and reallocated the weighting to the Normalized FFO Per Diluted Share metric. 2025-2027 Long-Term Incentive Program: •Eliminated the 30% portion of time-based only vesting; 100% of the long-term incentive program is now performance-based for all NEOs using the same three performance criteria and notably preserving the target performance hurdle to outperform the REIT indices by 100 basis points, a change made as a result of last year’s shareholder engagement efforts and highly supported by shareholders.

  21. 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. In consultation with its independent consultant, the Compensation Committee did not make any changes to our peer group for 2024. 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 other firms, including investment banking, private equity, technology firms, and other S&P 500 companies, and the Compensation Committee considers the compensation practices of these other industries. Across the equity-based public REIT industry, we were the fifth largest REIT measured by enterprise value and fourth largest by market capitalization as of December 31, 2024. 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.

  22. COMPENSATION PEER GROUP

    | 38 | WELLTOWER • 2025 Proxy Statement |

  23. COMPENSATION PEER GROUP

    Compensation Peer Group

  24. COMPENSATION PEER GROUP

    | Market Capitalization ($B) vs. Peer Group | | | | Peer | Industry | Market Capitalization | | Prologis, Inc. (PLD) | Industrial | $100.4 | | Equinix, Inc. (EQIX) | Data Center | $91.7 | | American Tower Corporation (AMT) | Specialty | $85.7 | | Welltower Inc. (WELL) | Healthcare | $80.3 | | Simon Property Group, Inc. (SPG) | Regional Mall | $64.9 | | Digital Realty Trust, Inc. (DLR) | Data Center | $60.8 | | Public Storage (PSA) | Self-Storage | $52.7 | | Realty Income Corporation (O) | Other Retail | $47.8 | | AvalonBay Communities, Inc. (AVB) | Multifamily | $31.3 | | Equity Residential (EQR) | Multifamily | $28.1 | | Ventas, Inc. (VTR) | Healthcare | $25.9 | | Healthpeak Properties, Inc. (DOC) | Healthcare | $14.5 | | BXP, Inc. (BXP) | Office | $13.1 | | Host Hotels & Resorts, Inc. (HST) | Hotel | $12.4 |

  25. COMPENSATION PEER GROUP

    Source: S&P Global, data as of December 31, 2024. Source: KeyBanc, data as of December 31, 2024. 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 2024 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.

  26. 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. The rigorous corporate performance measures and weightings adopted by the Compensation Committee for 2024 under the annual incentive program are described below:

  27. 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 12, 2025 meeting. The performance on the corporate and individual measures resulted in the above-target payouts below.

  28. Annual Incentive Payouts

    | | 2024 Annual Incentive Opportunity ($) | | | Corporate Performance ($) | | | | 2024 Annual Incentive Bonus Earned | | | | | Threshold | Target | High | Normalized FFO per Share | Adjusted Fixed Charge Coverage | G&A Expense | SustainabilityMeasures | Individual Performance ($) | % Payout (as a % of Target) | Amount ($) | | Shankh Mitra | 1,350,000 | 2,700,000 | 5,400,000 | 1,890,000 | 810,000 | 779,463 | 540,000 | 1,350,000 | 199% | 5,369,463 | | Timothy G. McHugh | 521,250 | 1,042,500 | 2,085,000 | 729,750 | 312,750 | 300,959 | 208,500 | 521,250 | 199% | 2,073,209 | | John F. Burkart | 468,750 | 937,500 | 1,875,000 | 656,250 | 281,250 | 270,647 | 187,500 | 468,750 | 199% | 1,864,397 | | Matthew G. McQueen | 371,875 | 743,750 | 1,487,500 | 520,625 | 223,125 | 214,713 | 148,750 | 371,875 | 199% | 1,479,088 | | Nikhil Chaudhri | 468,750 | 937,500 | 1,875,000 | 656,250 | 281,250 | 270,647 | 187,500 | 468,750 | 199% | 1,864,397 |

  29. Annual Incentive Payouts

    | 50 | WELLTOWER • 2025 Proxy Statement |

  30. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation

  31. 2024-2026 Long-Term Incentive Program

    2024-2026 Long-Term Incentive Program Each of the NEOs received long-term equity incentive awards under the 2024-2026 Long-Term Incentive Program (“2024-2026 LTIP”) as follows: at least 70% of the NEO’s 2024-2026 LTIP award took the form of performance stock units (“PSUs”) with a 3-year performance period; and no more than 30% of the NEO’s 2024-2026 LTIP award took the form of time-based restricted stock units (“RSUs”) or stock options, or some combination thereof. A vesting condition for all equity awards is the NEO’s 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.

  32. Performance-Based Units Constitute at Least 70% of an NEO’s LTIP Award

    Performance-Based Units Constitute at Least 70% of an NEO’s LTIP Award The Compensation Committee set two metrics for the 2024 PSUs, which constitute 70% of an NEO’s total LTIP Award: Welltower’s relative total shareholder return (“TSR”) for the three-year forward-looking performance period ending December 31, 2026 (the “TSR-Based LTIP Component”); and Welltower’s performance against the (Net Debt + Preferred)/Annualized Adjusted EBITDA measure. The relative TSR-Based LTIP Component constitutes 80% of the performance grant (or at least 56% of each NEO’s total LTIP grant). The Compensation Committee selected the relative TSR performance metric because it allows shareholders to evaluate Welltower’s performance in comparison to its peers. The 80% TSR-Based LTIP Component is further refined by assessing Welltower’s relative performance against two independent, widely-used REIT indexes: half of the TSR-Based LTIP Component will be measured against the FTSE NAREIT Equity Health Care Index; and half 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 2024-2026 TSR-Based LTIP at 1% above the TSR of the relevant index, the threshold performance goal at 6% below the TSR of the relevant index, and the high performance goal at 6% above the TSR of the relevant index. The remaining 20% of the PSU component of an NEO’s LTIP award (at least 14% of each NEO’s total LTIP grant) is subject to Welltower’s performance against the (Net Debt + Preferred)/Annualized Adjusted EBITDA measure. 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 18.8%, 100%, or 225%, respectively, of the target award opportunity. For the (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.

  33. Time-Based Restricted Stock Units or Stock Options Constitute up to 30% of an NEO’s LTIP Award

    Time-Based Restricted Stock Units or Stock Options Constitute up to 30% of an NEO’s LTIP Award The remaining portion of each NEO’s 2024-2026 LTIP award was granted in the form of a time-based award that vests and, if applicable, becomes exercisable over four years beginning on January 15, 2025. 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

  34. Time-Based Restricted Stock Units or Stock Options Constitute up to 30% of an NEO’s LTIP Award

    | WELLTOWER • 2025 Proxy Statement | 51 |

  35. Time-Based Restricted Stock Units or Stock Options Constitute up to 30% of an NEO’s LTIP Award

    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.

  36. Time-Based Restricted Stock Units or Stock Options Constitute up to 30% of an NEO’s LTIP Award

    | | Election of RSUs and Nonqualified Stock Options | | | Name | RSUs | Nonqualified Stock Options | | Shankh Mitra | 100% | 0% | | Timothy G. McHugh | 100% | 0% | | John F. Burkart | 100% | 0% | | Matthew G. McQueen | 100% | 0% | | Nikhil Chaudhri | 100% | 0% |

  37. 2024-2026 LTIP Award Opportunities

    2024-2026 LTIP Award Opportunities In January 2024, the Compensation Committee, in consultation with its independent consultant, approved the target 2024-2026 LTIP opportunities for the NEOs as set forth in the table below. 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 2024 equity incentive awards, and the 2024 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.

  38. 2024-2026 LTIP Award Opportunities

    | Name | TSR vs FTSE NAREIT Equity Health Care Index ($) | TSR vs MSCI Index ($) | (Net Debt + Preferred)/ Annualized Adjusted EBITDA Ratio ($) | Time- Based RSUs ($) | Time- Based Options ($) | Total Opportunity ($) | | Shankh Mitra | 3,720,000 | 3,720,000 | 1,860,000 | 2,700,000 | — | 12,000,000 | | Timothy G. McHugh | 1,180,000 | 1,180,000 | 590,000 | 1,050,000 | — | 4,000,000 | | John F. Burkart | 920,000 | 920,000 | 460,000 | 900,000 | — | 3,200,000 | | Matthew G. McQueen | 596,000 | 596,000 | 298,000 | 510,000 | — | 2,000,000 | | Nikhil Chaudhri | 880,000 | 880,000 | 440,000 | 300,000 | — | 2,500,000 |

  39. 2024-2026 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.

  40. Welltower OP LLC Profits Interest Program

    Welltower OP LLC 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 LLC, referred to as “LTIP Units” and “Option Units.” Both LTIP Units and Option Units are structured as “profits interests” for U.S. federal income tax purposes. More information about the LTIP Units and Option Units can be found in Welltower’s 2023 proxy statement. In January 2024, in connection with the January 24, 2024 grant of awards to the NEOs under the 2024-2026 LTIP, each of Messrs. Mitra, McHugh, Burkart, McQueen, and Chaudhri were given the choice to, and each elected to, receive, on a one-for-one basis, his award of PSUs and RSUs under the 2024-2026 LTIP in the form of Welltower OP LLC LTIP Units. All such awarded LTIP Units were granted subject to the same vesting and other terms and conditions as those that applied to the original awards under the 2024-2026 LTIP.

  41. 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 2024. (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.

  42. 2022-2024 LTIP Award Results

    2022-2024 LTIP Award Results This forward-looking program covered the three-year performance period ended December 31, 2024. The Compensation Committee established goals in early 2022 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 2022-2024 Long-Term Incentive Program (“2022-2024 LTIP”) was at 280% (high level).

  43. 2022-2024 LTIP Award Results

    | WELLTOWER • 2025 Proxy Statement | 53 |

  44. 2022-2024 LTIP Award Payouts

    2022-2024 LTIP Award Payouts The table below outlines the long-term incentive earnings opportunities for the 2022-2024 performance period and the payouts that were approved at the Compensation Committee’s February 12, 2025 meeting. Consistent with the terms of the 2022-2024 LTIP, the payouts for the 2022-2024 performance period were subject to a “high” achievement payment cap equal to 300% of target. These actual amounts are not included in the 2023 or 2024 portion of the “Summary Compensation Table” because the grant date fair value was included in the “Summary Compensation Table” reporting compensation awarded in 2022.

  45. 2022-2024 LTIP Award Payouts

    | | 2022-2024 Long-Term Incentive Program Opportunities and Payouts (1) | | | | | | | | Threshold (#) | Target (#) | High (#) | Value of Earned Award ($)(2) | Restricted Shares (#) | DER Accrual Payout ($)(3) | | Shankh Mitra | 22,290 | 74,293 | 208,020 | 31,369,416 | 208,020 | 1,547,669 | | Timothy G. McHugh | 8,670 | 28,893 | 80,900 | 12,199,720 | 80,900 | 601,896 | | John F. Burkart | 7,431 | 24,765 | 69,342 | 10,456,774 | 69,342 | 515,904 | | Matthew G. McQueen | 3,468 | 11,558 | 32,362 | 4,880,190 | 32,362 | 240,773 | | Nikhil Chaudhri | 1,487 | 4,955 | 13,874 | 2,092,199 | 13,874 | 103,223 |

  46. 2022-2024 LTIP Award Payouts

    (1)In January 2023, each of Messrs. Mitra, McHugh, Burkart, McQueen, and Chaudhri elected to exchange his 2022-2024 PSU awards, on a one-for-one basis, for awards of performance-based Welltower OP LLC LTIP Units. (2)Value reported is based on a per share closing price of $150.80 on February 18, 2025, the date the Compensation Committee distributed 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.

  47. SUMMARY COMPENSATION TABLE

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

  48. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(4) (5) | Total Compensation ($) | | Shankh Mitra | 2024 | 1,200,000 | 13,532,489 | — | 5,369,463 | 98,872 | 20,200,824 | | Chief Executive Officer | 2023 | 1,200,000 | 11,653,191 | — | 4,320,000 | 77,172 | 17,250,363 | | | 2022 | 1,150,044 | 7,754,249 | 2,700,000 | 2,634,267 | 78,847 | 14,317,407 | | Timothy G. McHugh | 2024 | 695,000 | 4,403,960 | — | 2,073,209 | 51,250 | 7,223,419 | | Co-President and Chief Financial Officer | 2023 | 695,000 | 4,531,805 | — | 1,668,000 | 25,500 | 6,920,305 | | | 2022 | 675,026 | 3,728,158 | 350,009 | 1,159,650 | 23,650 | 5,936,493 | | John F. Burkart | 2024 | 625,000 | 3,509,268 | — | 1,864,397 | 36,250 | 6,034,915 | | Vice Chairman and Chief Operating Officer | 2023 | 625,000 | 3,905,003 | — | 1,485,938 | 29,500 | 6,045,441 | | | 2022 | 600,000 | 2,584,822 | 900,000 | 1,010,550 | 26,800 | 5,122,172 | | Matthew G. McQueen | 2024 | 595,000 | 2,205,463 | — | 1,479,088 | 162,698 | 4,442,249 | | Chief Legal Officer and General Counsel | 2023 | 595,000 | 2,201,150 | — | 1,190,000 | 16,500 | 4,002,650 | | | 2022 | 575,022 | 1,633,839 | — | 658,567 | 15,250 | 2,882,678 | | Nikhil Chaudhri(1) | 2024 | 625,000 | 2,838,491 | — | 1,864,397 | 41,250 | 5,369,138 | | Co-President and Chief Investment Officer | | | | | | | |

  49. SUMMARY COMPENSATION TABLE

    (1)No 2023 or 2022 compensation information is provided for Mr. Chaudhri since he was not a NEO during those years. (2)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 awards. The 2024 awards represent PSUs and RSUs under Welltower’s 2024-2026 LTIP, discussed in “Long-Term Equity Incentive Compensation— 2024-2026 Long-Term Incentive Program” on pages 51-52.

  50. SUMMARY COMPENSATION TABLE

    | | 2022-2024 LTIP | | | 2023-2025 LTIP | | | 2024-2026 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 | — | 7,754,249 | 21,980,265 | 2,577,006 | 9,076,185 | 26,011,008 | 2,513,130 | 11,019,359 | 24,356,038 | | Timothy G. McHugh | 712,489 | 3,015,669 | 8,548,221 | 1,002,177 | 3,529,628 | 10,115,406 | 977,370 | 3,426,590 | 7,571,496 | | John F. Burkart | — | 2,584,822 | 7,326,973 | 429,525 | 3,025,474 | 8,670,573 | 837,710 | 2,671,558 | 5,903,154 | | Matthew G. McQueen | 427,493 | 1,206,346 | 3,419,488 | 486,805 | 1,714,345 | 4,913,066 | 474,744 | 1,730,719 | 3,824,250 | | Nikhil Chaudhri | n/a | n/a | n/a | n/a | n/a | n/a | 279,237 | 2,559,254 | 5,655,165 |

  51. 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, 2024. For the PSUs granted under the 2024-2026 LTIP, also refer to the relevant section of the “Executive Compensation—Compensation Discussion and Analysis” on pages 52-53. With respect to Mr. Chaudhri, the grant date fair values of the additional awards discussed in “Long-Term Equity Incentive Compensation—April 2024 Award to Mr. Chaudhri” on page 55 are not included here as the likelihood of meeting the goals was not probable as of the grant date. If the performance conditions are met, the grant date fair values for the performance-based Welltower OP LLC Option Units and PSUs are $365,910 and $1,054,612, respectively. (3)Amounts set forth in this column represent the grant date fair value of stock options calculated in accordance with FASB ASC Topic 718. 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, 2024. (4)Certain amounts in the “All Other Compensation” column have been restated to include the car allowance that Mr. Mitra earned in the amount of $50,472 for both 2022 and 2023 despite not paid until 2024.

  52. SUMMARY COMPENSATION TABLE

    | 58 | WELLTOWER • 2025 Proxy Statement |

  53. SUMMARY COMPENSATION TABLE

    Summary Compensation Table (5)“All Other Compensation” for 2024 includes the following:

  54. SUMMARY COMPENSATION TABLE

    | Name | Welltower Contribution to 401(k) Plan ($) | Car Allowance ($)(a) | Executive Wellness Reimbursement ($) | Executive Physical ($) | Relocation Expenses ($)(b) | Total ($) | | Shankh Mitra | 17,250 | 50,472 | 15,000 | 16,150 | — | 98,872 | | Timothy G. McHugh | 17,250 | — | 15,000 | 19,000 | — | 51,250 | | John F. Burkart | 17,250 | — | — | 19,000 | — | 36,250 | | Matthew G. McQueen | 17,250 | — | 15,000 | 17,500 | 112,948 | 162,698 | | Nikhil Chaudhri | 17,250 | — | 15,000 | 9,000 | — | 41,250 |

  55. SUMMARY COMPENSATION TABLE

    (a)This amount represents the car allowance received by Mr. Mitra in 2024. The value of the car allowance was measured by the estimated monthly lease cost of the vehicle used by Mr. Mitra. The car allowance was not grossed up for income taxes. (b)In connection with Mr. McQueen’s relocation at Welltower’s request, we agreed to pay certain relocation costs on behalf of Mr. McQueen and his family in the aggregate amount of $112,948, which reflects the payments made by Welltower to third parties to cover these relocation costs, which included moving and storing personal property and reasonable and customary costs associated with the sale and purchase of his homes. None of the relocation payments was grossed up for income taxes.

  56. 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    2024 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.

  57. 2024 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 ($)(6) | | Shankh Mitra | — | 1,350,000 | 2,700,000 | 5,400,000 | | | | | | | | | | 1/24/2024(2) | | | | 27,897 | 117,571 | 259,894 | | | | 9,640,515 | | | 1/24/2024(3) | | | | | | | 30,195 | | | 2,513,130 | | | 2/29/2024(2) | | | | 3,273 | 13,787 | 30,478 | | | | 1,378,844 | | Timothy G. McHugh | — | 521,250 | 1,042,500 | 2,085,000 | | | | | | | | | | 1/24/2024(2) | | | | 9,916 | 41,789 | 92,376 | | | | 3,426,590 | | | 1/24/2024(3) | | | | | | | 11,743 | | | 977,370 | | John F. Burkart | — | 468,750 | 937,500 | 1,875,000 | | | | | | | | | | 1/24/2024(2) | | | | 7,731 | 32,581 | 72,022 | | | | 2,671,558 | | | 1/24/2024(3) | | | | | | | 10,065 | | | 837,710 | | Matthew G. McQueen | — | 371,875 | 743,750 | 1,487,500 | | | | | | | | | | 1/24/2024(2) | | | | 5,009 | 21,107 | 46,658 | | | | 1,730,719 | | | 1/24/2024(3) | | | | | | | 5,704 | | | 474,744 | | Nikhil Chaudhri | — | 468,750 | 937,500 | 1,875,000 | | | | | | | | | | 1/24/2024(2) | | | | 7,395 | 31,165 | 68,892 | | | | 2,559,254 | | | 1/24/2024(3) | | | | | | | 3,355 | | | 279,237 | | | 4/8/2024(4) | | | | — | 20,614 | — | | | | — | | | 4/8/2024(5) | | | | | | | | 20,116 | 91.79 | — |

  58. 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    (1)Represents annual incentive program earnings opportunity for 2024. The actual amount earned by each of the NEOs under the annual incentive program in 2024 was paid in 2025 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 2024-2026 LTIP. The performance measures under this program will be evaluated in early 2027 after the close of the performance period on December 31, 2026. Any performance award earned will be settled in LTIP Units 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 51-52 for additional information regarding the 2024-2026 LTIP. (3)Represents time-based RSUs granted under the 2024-2026 LTIP on January 24, 2024. The units vest in four equal installments on January 15, 2025, 2026, 2027, and 2028. See pages 51-52 for additional information regarding the 2024-2026 LTIP.

  59. 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | WELLTOWER • 2025 Proxy Statement | 59 |

  60. 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    2024 Grants of Plan-Based Awards Table (4)Represents long-term incentive earnings opportunity for performance under the 2022-2025 OPP. 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 Welltower OP LLC LTIP Units following such evaluation (subject to earlier evaluation and vesting in connection with a change in corporate control or a qualified termination of employment). See page 55 of the Compensation Discussion and Analysis and footnote 2 of the Summary Compensation Table for additional information regarding the April 2024 award to Mr. Chaudhri. (5)Represents performance-based Welltower OP LLC Option Units granted to Mr. Chaudhri on April 8, 2024. The Option Units vest in three installments, 50% on February 1, 2025, 25% on December 13, 2025, and 25% on December 13, 2026. See page 55 of the Compensation Discussion and Analysis and footnote 2 of the Summary Compensation Table for additional information regarding the April 2024 award to Mr. Chaudhri. (6)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.

  61. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 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, 2024.

  62. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 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 | 1/24/24 | 30,195 | 3,805,476(1) | | | | | | | | | 2/23/23 | 26,589 | 3,351,012(2) | | | | | | | | | 1/12/22 | 208,020 | 26,216,761(3) | | | | | | | | | 1/12/22 | 64,347 | 2,624,714(4) | | | | | | | | | 2/16/21 | 2,792 | 351,876(5) | | | | | | | | | 2/16/21 | 25,617 | 1,508,841(6) | | | | | | | | | 2/29/24 | | | 30,478 | 3,841,142(7) | | | | | | | 1/24/24 | | | 259,894 | 32,754,441(7) | | | | | | | 2/23/23 | | | 231,624 | 29,191,573(8) | | | | | | | 1/17/22 | | | 276,735 | 34,876,912(9) | | | | | | | 12/13/21 | | | 246,184 | 10,937,955(10) | | | | | | | 2/16/21 | | | | | 25,616(11) | — | 67.17 | 2/16/2031 | | Timothy G. McHugh | 1/24/24 | 11,743 | 1,479,970(1) | | | | | | | | | 2/23/23 | 10,341 | 1,303,276(2) | | | | | | | | | 1/12/22 | 4,128 | 520,252(12) | | | | | | | | | 1/12/22 | 80,900 | 10,195,827(3) | | | | | | | | | 1/12/22 | 8,342 | 340,270(4) | | | | | | | | | 2/16/21 | 2,245 | 282,937(5) | | | | | | | | | 2/16/21 | 5,072 | 298,741(6) | | | | | | | | | 1/24/24 | | | 92,376 | 11,642,147(7) | | | | | | | 2/23/23 | | | 90,076 | 11,352,278(8) | | | | | | | 1/17/22 | | | 131,332 | 16,551,772(9) | | | | | | | 12/13/21 | | | 123,092 | 5,468,978(10) | | | | | | | 2/16/21 | | | | | 5,071(11) | — | 67.17 | 2/16/2031 |

  63. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | 60 | WELLTOWER • 2025 Proxy Statement |

  64. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 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 | | John F. Burkart | 1/24/24 | 10,065 | 1,268,492(1) | | | | | | | | | 2/23/23 | 4,432 | 558,565(2) | | | | | | | | | 2/23/23 | 16,424 | 837,460(13) | | | | | | | | | 1/12/22 | 69,342 | 8,739,172(3) | | | | | | | | | 1/12/22 | 21,449 | 874,905(4) | | | | | | | | | 7/19/21 | 803 | 101,202(5) | | | | | | | | | 1/24/24 | | | 72,022 | 9,076,933(7) | | | | | | | 2/23/23 | | | 77,210 | 9,730,776(8) | | | | | | | 1/17/22 | | | 131,332 | 16,551,772(9) | | | | | | | 12/13/21 | | | 61,546 | 2,734,489(10) | | | | | | Matthew G. McQueen | 1/24/24 | 5,704 | 718,875(1) | | | | | | | | | 2/23/23 | 5,023 | 633,049(2) | | | | | | | | | 1/12/22 | 2,477 | 312,176(12) | | | | | | | | | 1/12/22 | 32,362 | 4,078,583(3) | | | | | | | | | 2/16/21 | 559 | 70,451(5) | | | | | | | | | 2/16/21 | 2,562 | 150,902(6) | | | | | | | | | 1/24/24 | | | 46,658 | 5,880,308(7) | | | | | | | 2/23/23 | | | 43,750 | 5,513,813(8) | | | | | | | 1/17/22 | | | 37,523 | 4,729,024(9) | | | | | | | 12/13/21 | | | 39,389 | 1,750,053(10) | | | | | | | 2/16/21 | | | | | 2,561(11) | — | 67.17 | 2/16/2031 | | Nikhil Chaudhri | 1/24/24 | 3,355 | 422,831(1) | | | | | | | | | 2/23/23 | 2,955 | 372,419(2) | | | | | | | | | 1/12/22 | 1,039 | 130,945(12) | | | | | | | | | 1/12/22 | 13,874 | 1,748,540(3) | | | | | | | | | 2/16/21 | 447 | 56,335(5) | | | | | | | | | 2/16/21 | 5,550 | 326,895(6) | | | | | | | | | 4/8/24 | | | 20,614 | 2,597,982(9) | | | | | | | 4/8/24 | | | 20,116 | 753,143(14) | | | | | | | 1/24/24 | | | 68,892 | 8,682,459(7) | | | | | | | 2/23/23 | | | 25,740 | 3,244,012(8) | | | | | | | 1/17/22 | | | 65,666 | 8,275,886(9) | | | | | | | 12/13/21 | | | 39,389 | 1,750,053(10) | | | | | | | 2/16/21 | | | | | 5,550(11) | — | 67.17 | 2/16/2031 |

  65. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    (1)Based on a share price of $126.03, the closing price of Welltower’s common stock on December 31, 2024 (the last trading day in 2024). On each of January 15, 2025, 2026, 2027, and 2028, one-fourth of the time-based RSUs granted under the 2024-2026 LTIP (issued in the form of time-based Welltower OP LLC LTIP Units) will vest. (2)Based on a share price of $126.03, the closing price of Welltower’s common stock on December 31, 2024 (the last trading day in 2024). On each of January 15, 2025, 2026, and 2027, one-third of the time-based RSUs granted under the 2023-2025 LTIP (issued in the form of time-based Welltower OP LLC LTIP Units) will vest. (3)Based on a share price of $126.03, the closing price of Welltower’s common stock on December 31, 2024 (the last trading day in 2024). The number and market or payout value of the performance stock units under the 2022-2024 LTIP (which were converted into performance-based Welltower OP LLC LTIP Units) are based on performance results as of December 31, 2024. These LTIP Units vested on February 18, 2025. See page 53 for additional information regarding the 2022-2024 LTIP. (4)Based on a Black Scholes price of $40.79. Represents time-based stock options granted under the 2022-2024 LTIP (which were converted into time-based Welltower OP LLC Option Units). The Option Units vest and become exercisable in two equal installments on January 15, 2025 and 2026.

  66. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | WELLTOWER • 2025 Proxy Statement | 61 |

  67. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    (5)Based on a share price of $126.03, the closing price of Welltower’s common stock on December 31, 2024 (the last trading day in 2024). On January 15, 2025, the final one-fourth of the time-based RSUs granted under the 2021-2023 LTIP (which were converted into time-based Welltower OP LLC LTIP Units) vested. (6)Based on a Black Scholes price of $58.90. Represents time-based stock options granted under the 2021-2023 LTIP (which were converted into time-based Welltower OP LLC Option Units). On January 15, 2025, the final one-fourth of the Option Units vested. (7)Based on a share price of $126.03, the closing price of Welltower’s common stock on December 31, 2024 (the last trading day in 2024). The number and market or payout value of the performance stock units under the 2024-2026 LTIP are based on maximum performance because corporate performance in the first year of the three-year performance period was at high. See pages 51-52 for additional information regarding the 2024-2026 LTIP. (8)Based on a share price of $126.03, the closing price of Welltower’s common stock on December 31, 2024 (the last trading day in 2024). 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 second year of the three-year performance period was at high. See page 53 for additional information regarding the 2023-2025 LTIP. (9)Based on a share price of $126.03, the closing price of Welltower’s common stock on December 31, 2024 (the last trading day in 2024). The number and market or payout value of the performance stock units under the 2022-2025 OPP (which were converted into performance-based Welltower OP LLC LTIP Units) are based on maximum performance. See page 55 for additional information regarding the 2022-2025 OPP. (10)Based on a Black Scholes price of $44.43. The number and market or payout value of the performance-based stock options granted on December 13, 2021 (which were converted into performance-based Welltower OP LLC Option Units) are based on performance results as of December 31, 2024. 50% of these Option Units vested on February 1, 2025, 25% will vest on December 13, 2025, and 25% will vest on December 13, 2026. (11)These are time-based stock options granted under the 2021-2023 LTIP that have vested and are exercisable. (12)Based on a share price of $126.03, the closing price of Welltower’s common stock on December 31, 2024 (the last trading day in 2024). On each of January 15, 2025, and 2026, one-half of the time-based RSUs granted under the 2022-2024 LTIP (which were converted into time-based Welltower OP LLC LTIP Units) will vest. (13)Based on a Black Scholes price of $50.99. Represents time-based options granted under the 2023-2025 LTIP on February 23, 2023 (issued in the form of Welltower OP LLC Option Units). The Option Units vest and become exercisable in three equal installments on January 15, 2025, 2026, and 2027. (14)Based on a Black Scholes price of $37.44. The number and market or payout value of the performance-based Welltower OP LLC Option Units granted on April 8, 2024 are based on performance results as of December 31, 2024. 50% of these Option Units vested on February 1, 2025, 25% will vest on December 13, 2025, and 25% will vest on December 13, 2026.

  68. 2024 OPTION EXERCISES AND STOCK VESTED TABLE

    2024 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 2024 for the NEOs.

  69. 2024 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 | — | — | 197,685 | 14,130,087 | | Timothy G. McHugh | — | — | 68,200 | 5,716,799 | | John F. Burkart | — | — | 28,649 | 1,349,022 | | Matthew G. McQueen | — | — | 23,076 | 1,993,423 | | Nikhil Chaudhri | — | — | 14,695 | 996,590 |

  70. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CORPORATE CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CORPORATE CONTROL

  71. Summary of Potential Payments for Named Executive Officers

    Summary of Potential Payments for Named Executive Officers

  72. Tax Rules Affecting Nonqualified Deferred Compensation Plans

    Tax Rules Affecting Nonqualified Deferred Compensation Plans Section 409A of the Code imposes tax rules that apply to “nonqualified deferred compensation plans.” Failure to comply with, or qualify for an exemption from, the rules with respect to an award under the Amended and Restated Plan could result in significant adverse tax results to the grantee of such award, including immediate taxation upon vesting, an additional income tax of 20% of the amount of income so recognized, plus a special tax in the nature of interest. The Amended and Restated Plan is designed to allow the grant of awards which are intended to comply with, or qualify for an exemption from, Section 409A of the Code.

  73. Tax Rules Affecting Nonqualified Deferred Compensation Plans

    | WELLTOWER • 2025 Proxy Statement | 73 |

  74. Tax Rules Affecting Nonqualified Deferred Compensation Plans

    New Benefits Under the Amended and Restated Plan

  75. 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, 2024. 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, 2024, wages, overtime, and cash bonus amounts earned for performance in fiscal 2024 and the aggregate grant date fair value of equity awards granted in fiscal 2024. We used a GBP/USD rate of 1.252 for employees in the United Kingdom and a CAD/USD rate of 0.6943 for employees in Canada, each of which reflected the applicable exchange rate on December 31, 2024. •Once we identified the median employee, we calculated all elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $120,000. •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 2024, $20,200,824. Based on this information, for 2024 the ratio of the annual total compensation of Mr. Mitra to the annual total compensation of Welltower’s median employee was 168 to 1.