DEF 14A of LTC Properties Inc, Apr 16, 2024

DEF 14A of LTC Properties Inc

Filed Apr 16, 2024 · FY20230001558370-24-005193

Open on EDGAR

  1. Board Composition as of December 31, 2023

    Board Composition as of December 31, 2023

  2. Board Composition as of December 31, 2023

    | Board Member | Occupation | Committee Memberships | | | | | Independent | | | | AC | CC | ESGC | IC | NCGC | | | Cornelia Cheng Director since 2021 Age 56 | Independent Consultant | | ◆ | ◆ | ◆ | | X | | David L. Gruber Director since 2023 Age 54 | Capital Markets and Investment Consultant, Venture Visionary Partners | | ◆ | ◆ | ◆ | | X | | Boyd W. Hendrickson Director since 2005 Age 79 | Former Chief Executive Officer, Skilled Healthcare Group, Inc. | | ◆ | | ◆ | ◆ | X | | James J. Pieczynski Director since 2014 Age 61 | Former Vice Chairman, PacWest Bancorp | ◆ | | ◆ | ◆ | | X | | Devra G. Shapiro Director since 2009 Age 77 | Former Chief Financial Officer, IPC Healthcare, Inc. | ◆ | | ◆ | | ◆ | X | | Wendy L. Simpson Director since 1995 Age 75 | Chairman of the Board of Directors and Chief Executive Officer, LTC Properties, Inc. | | | | | | | | Timothy J. Triche, MD Director since 2000 Age 79 | Director, Center for Personalized Medicine, Children’s Hospital, Los Angeles | ◆ | ◆ | | | ◆ | X |

  3. Board Composition as of December 31, 2023

    AC – Audit Committee CC – Compensation Committee ESGC – Environmental, Social, and Governance Committee IC – Investment Committee NCGC – Nominating and Corporate Governance Committee ◆ Member ◆ Chairperson

  4. Board Composition as of December 31, 2023

    | LTC PROPERTIES, INC. | 2 | 2024 PROXY STATEMENT |

  5. Compensation Practices

    | What We Do | What We Do Not Do | | ◆ All members of our Compensation Committee are independent. ◆ We have double-trigger change in control arrangements. ◆ Clawback provisions provide our company with recourse in the event of material non-compliance with a financial reporting requirement that leads to a restatement. ◆ Restricted stock awards with long-term vesting periods provide executive officers with an incentive to make decisions that contribute to the long-term performance of our company. | ◆ No pledging or hedging of our stock by directors, executives or employees. ◆ No excise tax gross-ups upon a change in control. |

  6. ESG Highlights: Purposeful and Disciplined Approach

    | Cornelia Cheng | Director since 2021 | Age: 56 | | Reason for Nomination: Ms. Cheng’s Board-level ESG experience, financial services leadership across several roles, companies and industries, including health care and REITs, and extensive debt capital markets knowledge, qualify her to serve on the Board of Directors of LTC. | | | | Background: Ms. Cheng is an independent consultant. From April 2022 to November 2023, Ms. Cheng was the Managing Director, Western Region, for MGG Investment Group LP (“MGG”). In that role, she was responsible for originating, underwriting and managing senior debt, unitranche, mezzanine and minority equity investments. She also was a member of MGG’s ESG Committee. Prior to joining MGG, Ms. Cheng was Managing Director, Western Region Investments, for Brightwood Capital Advisors, LLC (“Brightwood”), a direct lending fund, between August 2019 and April 2022. In that role with Brightwood, Ms. Cheng focused on a range of debt and minority equity growth capital across five industry verticals: Health Care Services, Business Services, Technology/Media/Telecom, Franchising, and Transportation & Logistics. Prior to joining Brightwood, Ms. Cheng served as an independent consultant between January 2019 and August 2019. Ms. Cheng also has held various financial leadership positions for Prudential Capital Group, CIBC World Markets, and First Interstate Bank. Other Directorships: Ms. Cheng is on the Board of Directors of the Los Angeles Chapter of The Association for Corporate Growth where she chairs the Diversity, Equity and Inclusion Committee, co-chairs the Diversity, Equity and Inclusion taskforce, and is on each of the Executive, Communications, and Contents Committees. | | |

  7. ESG Highlights: Purposeful and Disciplined Approach

    | David L. Gruber | Director since 2023 | Age: 54 | | Reason for Nomination: Mr. Gruber’s service as an independent director of LTC since his appointment in July 2023 and his multi-decade investment banking and capital markets experience, qualify him to serve on the Board of Directors of LTC. | | | | Background: Mr. Gruber has been a capital markets and investment consultant at Venture Visionary Partners since February 2024. Previously, until retiring in December 2022, he had a 25- year career with KeyBanc Capital Markets (“KeyBanc”) including as Managing Director, Head of Equity Capital Markets. At KeyBanc, he also chaired and was a member of its Equity Commitment and Capital Commitment Committees. His responsibilities at KeyBanc included involvement in corporate finance, the structuring and execution of various equity products, as well as governance, compliance, and risk management. Other Directorships: Mr. Gruber is a member of the advisory board for Cleveland Central Catholic High School in Cleveland, Ohio, and has served on numerous nonprofit organization boards. | | |

  8. ESG Highlights: Purposeful and Disciplined Approach

    | Boyd W. Hendrickson | Director since 2005 | Age: 79 | | Reason for Nomination: Mr. Hendrickson’s service as lead independent director of LTC, knowledge about seniors housing care, including prior executive and director experience in a public company, and multiple decades of involvement in the health care industry, qualify him for service on the Board of Directors of LTC. | | | | Background: From April 2002 to November 2013, Mr. Hendrickson served as Chief Executive Officer of Skilled Healthcare Group, Inc. (“SHG”), an NYSE-listed company with subsidiaries that owned and operated skilled nursing centers and assisted living communities. He also was a member of SHG’s Board of Directors for 10 years, including as Chairman for eight years. In February 2015, SHG was acquired by Genesis HealthCare, Inc. Prior to joining SHG, Mr. Hendrickson was President and Chief Executive Officer of Evergreen Healthcare, LLC, an operator of long-term health care facilities. Since 2005, he has served as a managing member of Executive Search Solutions, LLC, a provider of recruiting services to the health care services industry. Other Directorships: Mr. Hendrickson is on the Board of Directors of Earthling Interactive, a private software development company. | | |

  9. ESG Highlights: Purposeful and Disciplined Approach

    | Wendy L. Simpson | Director since 1995 | Age: 75 | | Reason for nomination: Ms. Simpson has served as a senior executive officer of LTC for more than two decades, including currently as Chairman and Chief Executive Officer. Ms. Simpson brings a deep understanding of our company’s historical and current business and financial operations, and is able to lead the Board of Directors in anticipating and responding to key company developments, challenges, and opportunities. Additionally, our Corporate Governance Guidelines state that our Chief Executive Officer shall be nominated to serve on the Board of Directors. These factors qualify her to serve on the Board of Directors of LTC. | | | | Background: Ms. Simpson was appointed Chairman of the Board of Directors of LTC in August 2013, and has served as our Chief Executive Officer since March 2007. She also served as President of our company from October 2005 through May 2020, Chief Financial Officer from July 2000 through March 2007, Treasurer from January 2005 through March 2007, and Chief Operating Officer from October 2005 through March 2007. She also was Vice Chairman of the Board from April 2000 through October 2005. | | |

  10. ESG Highlights: Purposeful and Disciplined Approach

    | Timothy J. Triche, MD | Director since 2000 | Age: 79 | | Reason for nomination: Dr. Triche’s current and past executive and director experience with other health care companies, and his background in the health care industry, qualify him to serve on the Board of Directors of LTC. | | | | Background: Dr. Triche has been director of the Center for Personalized Medicine at Children’s Hospital Los Angeles since July 2010, and previously was Chairman of the Department of Pathology and Laboratory Medicine at Children’s Hospital Los Angeles. He also has been a professor of pathology and pediatrics at the University of Southern California Keck School of Medicine in Los Angeles since 1988. Other Directorships: Dr. Triche is on the Board of Directors of Avrok Biosciences, a private biotechnology company, and NanoValent Pharmaceuticals, a private nanotechnology company. He is the Chairman of the Board of Directors and Chief Medical Officer of InteroOme, a private company he founded. | | |

  11. Director Compensation for the Year ended December 31, 2023

    Director Compensation for the Year ended December 31, 2023 The following table presents information regarding the compensation earned by, or paid to, non-employee members of the Board for their services in 2023:

  12. Director Compensation for the Year ended December 31, 2023

    | | Fees Earned or | Stock | | | Name | Paid in Cash | Awards(1) | Total | | Cornelia Cheng | $95,000 | $95,000 | $190,000 | | David L. Gruber(2) | 75,000 | 106,000 | 181,000 | | Boyd W. Hendrickson | 105,000 | 95,000 | 200,000 | | James J. Pieczynski | 95,000 | 95,000 | 190,000 | | Devra G. Shapiro | 95,000 | 95,000 | 190,000 | | Timothy J. Triche | 95,000 | 95,000 | 190,000 |

  13. Director Compensation for the Year ended December 31, 2023

    | (1) Please see “Equity Awards” below for the aggregate number of stock awards and option awards outstanding at year end. The Stock Awards reflect the fair value on the grant date of the stock awards and option awards granted. Under U.S. generally accepted accounting principles (“GAAP”), compensation expense with respect to stock awards and option awards granted is generally recognized over the vesting periods applicable to the awards. For a discussion of the assumptions and methodologies used to value the stock awards and option awards granted, refer to Note 10. Equity of Notes to Consolidated Financial Statements included in our company’s 2023 Annual Report on Form 10-K. |

  14. Director Compensation for the Year ended December 31, 2023

    | (2) In connection with Mr. Gruber’s appointment to the Board in July 2023, the Compensation Committee granted 3,000 shares of restricted stock to Mr. Gruber at $35.45 per share. |

  15. EQUITY AWARDS

    EQUITY AWARDS Directors participate in the 2021 Equity Participation Plan, which permits the Compensation Committee to grant nonqualified stock options or restricted common stock to directors from time-to-time. In 2023, the Compensation Committee granted 3,012 shares of restricted common stock at $31.54 per share to each continuing non-employee director serving on the day of the 2023 Annual Meeting. Additionally, in connection with his subsequent appointment to the Board in July 2023, the Compensation Committee granted 3,000 shares of restricted stock to Mr. Gruber at $35.45 per share. The following table presents the number of outstanding and unexercised option awards, and the number of unvested shares of restricted common stock held by each of our non-employee directors at December 31, 2023.

  16. EQUITY AWARDS

    | | | Number of Unvested | | | | Shares of Restricted | | | Number of Options | Common Stock | | Name | Outstanding | Outstanding | | Cornelia Cheng | — | 3,012(2) | | David L. Gruber | — | 3,000(3) | | Boyd W. Hendrickson | — | 3,012(2) | | James J. Pieczynski | 5,000(1) | 3,012(2) | | Devra G. Shapiro | — | 3,012(2) | | Timothy J. Triche | — | 3,012(2) |

  17. EQUITY AWARDS

    | (1) Vested on March 1, 2017. |

  18. EQUITY AWARDS

    | (2) Vests on the earlier to occur (a) May 24, 2024, the one-year anniversary of the original date of award, or (b) the date of the next annual meeting of stockholders. |

  19. EQUITY AWARDS

    | (3) Vests on July 25, 2024. |

  20. EQUITY AWARDS

    | LTC PROPERTIES, INC. | 13 | 2024 PROXY STATEMENT |

  21. EQUITY AWARDS

    | ◆ | | Corporate governance documents including Board committee charters are available on our website at www.LTCreit.com | | ◆ |

  22. Human Capital Management

    | ◆ | We believe in sharing our success with our employees, and we offer fair and competitive compensation at or above reasonable living wage standards. All full-time employees are offered a comprehensive package of benefits. |

  23. Consideration of Director Nominees

    Consideration of Director Nominees The Board, through its Nominating and Corporate Governance Committee (“NCGC”), is responsible for selecting director candidates to be nominated and appointed. The NCGC consults with the Chief Executive Officer for candidate recommendations and considers stockholder recommendations. Periodically, at the Board's request, the NCGC reviews the requisite skills and characteristics needed based on the current Board composition. As part of its review, the NCGC considers whether the composition of the Board reflects the appropriate balance of independence, sound judgment, business specialization, technical skills, diversity, and other desired qualities. The NCGC seeks to have a Board of Directors with a diversity of background and experience and considers, among other criteria, the following:

  24. Consideration of Director Nominees

    | ◆ | The primary consideration is the current need for additional Board members with specific skill sets to fill vacancies or expand the Board's size. |

  25. Consideration of Director Nominees

    | ◆ | The Board encourages the selection of directors who align with corporate goals and fulfill the Board's responsibility to stockholders. |

  26. Consideration of Director Nominees

    | ◆ | Prospective candidates must demonstrate the capacity to dedicate sufficient time, energy, and attention to fulfill their duties as Board members, including active participation in Board and committee meetings. |

  27. Consideration of Director Nominees

    The Committee does not have a specific policy with regard to the consideration of diversity in identifying director nominees.

  28. Business Overview

    Further, performance data provided by our independent compensation consultant both at the start of 2023 and in early 2024 showed that our financial operating performance was well above the median of our peers for return on invested capital, return on assets and return on equity, which all were in the upper quartile of our peer group.

  29. Business Overview

    We seek to closely align the interests of our executive officers with those of our stockholders. We have structured our executive compensation program to support this alignment, with a majority of our total compensation delivered through annual bonuses, as well as performance and time-based equity incentives. Our long-term equity incentive awards consist of contingent performance stock units (“PSUs”) and restricted common stock awards (“RSAs”). Highlights of our executive compensation program for 2023 continue to reflect salary and total direct compensation amounts near the median for our CEO:

  30. Business Overview

    | ◆ | The 2023 bonus plan was 50% based on 2023 diluted FAD excluding non-recurring items adjusted to include $1.6 million of prepayment fee and exit IRR income received, and excludes the effect of equity issuances during 2023 (“Adjusted FAD”). The inclusion of the prepayment fee and exit IRR income in the performance assessment was to reward executives for the negotiation efforts resulting in the receipt of additional income from the payoff. Also, the exclusion of the effects of the equity issuance from the performance assessment was due to inherent dilution of using equity as a source of capital. |

  31. Business Overview

    | ◆ | The NEOs’ actual cash bonus incentives for 2023 were funded at approximately 109% of target despite an earnout of 175% target under the formula for Adjusted FAD performance that is weighted 50%. The payout reflected a qualitative score by the Compensation Committee of 42% of Target for Ms. Simpson and 44% of Target for Ms. Shelley-Kessler and Mr. Malin. This below-target score for the 50% of bonus funded by assessment of qualitative 2023 achievement pulled down the total bonus from 175% funding for Adjusted FAD to approximately 109% of bonus target. |

  32. Business Overview

    | ◆ | The NEOs’ 2023 equity grant values were increased so that the CEO’s target total compensation in 2023 was at median while elevating the Co-Presidents as part of long-term succession planning. Equity grant value for all three NEOs remained 50%, contingent on a positive four-year total stockholder return (“TSR”) targeted to 21.6%. |

  33. Business Overview

    | ◆ | Equity awards during 2023 had grant date fair value as reported in the Summary Compensation Table that was approximately 50% contingent on our four-year TSR, with a requirement that TSR is 21.6% over four years to earn at least target (with the opportunity to earn awards after only three years if TSR is at least 15.8%, which is the same compound annual growth rate). The CEO’s 2023 equity grant value was set slightly below the median of peer data available to the Compensation Committee at the time. |

  34. Executive Compensation Program Philosophy and Objectives

    | Our executive compensation program may be summarized as follows: ◆ An executive’s salary, bonuses, incentive compensation and other benefit programs should reflect their role, our company’s performance, and the executive’s individual performance and effort. ◆ Compensation should provide a financial interest in our company that parallels the financial interests of our stockholders. | ◆ | | | ◆ We endeavor to ensure that the compensation programs for our executives are effective at attracting and retaining the key executives responsible for our success, and are administered to support the long-term interests of our company and our stockholders. ◆ Through the oversight of the Compensation Committee, we seek to align total compensation for executive management with our overall performance, as well as the individual performance and role of each executive. | | | ◆ |

  35. Executive Compensation Program Elements

    | Base salary | | Attract, motivate, and retain qualified key executives. We believe base salaries should reflect job responsibilities, experience, value to our company, future potential, individual performance/expertise and competitiveness of the market for the executives’ services/salary norms for persons in comparable positions at comparable companies. We believe that it is important to provide executives with predictable benefit amounts that reward the executives’ continued service. Salaries are set in the first quarter of the year, with reference to both market data and prior-year performance. | | Annual bonuses | | Reward company performance and individual performance. We believe annual bonuses should be linked to individual performance and to our company’s performance as a whole, and where practicable, should be related to variables under our management’s control. The target bonus is set in the first half of the year, and actual bonuses are scored at the end of the year, after performance is known. |

  36. Executive Compensation Program Elements

    | Long-term equity incentives | | Align executives’ financial interests with those of our stockholders. We believe that long-term compensation should motivate and reward the creation and preservation of long-term stockholder value through both price increases and dividends. Long-term equity incentives typically vest over multiple years to reward performance over one or more years, or based on achieving certain performance targets. | | Severance | | Severance protections consistent with the industry. We believe that providing our executives with severance and other benefits upon termination of employment or change in control is consistent with the severance protections offered by similar companies, and is an integral part of total executive compensation. The rationale for providing severance if there is no change in control is to ensure smooth officer transitions with a release from claims against our company. The rationale for providing severance for termination following a change in control is to neutralize an executive’s interest in ongoing personal employment in the event that the Board determines it is in our stockholders’ best interest to sell our company. |

  37. Benefits

    Benefits With limited exceptions, the Compensation Committee’s policy is to provide benefits to executive officers that are substantially the same as those offered to other officers of our company at or above the level of vice president. Except for the health insurance benefits described in “Severance and Other Benefits Upon Termination of Employment or Change in Control” and the supplemental medical insurance described below, the employee benefits programs in which our executive officers participate (which provide benefits such as medical, dental and vision coverage, life insurance protection, and the 401(k) savings plan) are generally the same programs offered to all of our full-time employees. Our officers at the level of vice president and above are eligible to participate in a supplemental medical insurance program which reimburses participants up to a maximum of $10,000 per year for eligible out-of-pocket medical expenses, such as primary insurance co-payments, deductibles, and certain elective medical procedures not covered by the employee’s primary insurance policy.

  38. Dividends

    Dividends Our named executive officers receive dividends on restricted common stock awards, and accumulate dividend equivalents that are paid in cash upon vesting of performance stock unit awards. Dividends for 2023 paid on restricted common stock are disclosed under All Other Compensation in the 2023 portion of the Summary Compensation Table, and dividend equivalents are included in the grant date fair value of the PSUs.

  39. COMPENSATION RECOVERY AND Clawback Policy

    | ◆ | The bonus was issued within three years preceding the restatement. |

  40. COMPENSATION RECOVERY AND Clawback Policy

    | ◆ | The bonus was calculated and awarded pursuant to a specific financial formula. |

  41. COMPENSATION RECOVERY AND Clawback Policy

    | ◆ | The bonus would have been diminished based on the restated financial results. |

  42. Minimum Vesting Period

    Minimum Vesting Period All of the equity awards to our executives as approved by the Compensation Committee are subject to a vesting period of a minimum of three years, or one year for Directors.

  43. Tax Withholding

    Tax Withholding We permit our employees and directors to elect to withhold shares of stock to satisfy their tax withholding requirements upon the vesting of restricted stock and performance stock units.

  44. Compensation Consultant

    Compensation Consultant The Compensation Committee retained Frederic W. Cook & Co., Inc. (“Cook”) as an independent compensation consultant to evaluate new executive compensation programs and compensation methodologies. Cook has conducted a comprehensive review of our company’s executive compensation programs and provided a report of its review to the Compensation Committee as described under “Executive Compensation Review” below. The Compensation Committee references the Cook report in making executive compensation decisions. After review and consultation with Cook, the Compensation Committee determined that Cook is, and was, an independent advisor and there is, and was, no conflict of interest.

  45. Executive Compensation Review

    | ◆ | Assisting with the development of a peer group for compensation comparisons, consisting of publicly traded REITs with total assets, enterprise value, and FFO generally similar to our company, and with a broad focus on health care REITs or REITs that have a triple-net business orientation and/or tenants that are commercial businesses. |

  46. Executive Compensation Review

    The 2022 Cook peer group used for 2023 compensation decisions included 16 REITs that are focused on health care REITs, supplemented by triple-net REITs as that is the other characteristic that defines LTC. The size range for the peer group focused on enterprise value, and was approximately $1.0 billion to $15.8 billion as of December 31, 2022, with only direct health care REIT competitors in the upper end of the range, and non-health care triple-net REITs closer to LTC in enterprise value. The Compensation Committee believes that this reflects both the market for NEO talent, similar investors, and a reasonable industry group for pay and performance comparisons:

  47. Annual Cash Bonus Incentive Plan

    Annual Cash Bonus Incentive Plan Our Annual Cash Bonus Incentive Plan provides an annual incentive bonus for selected executives whereby each participating executive has a range of incentive opportunities (threshold, target and maximum), defined as a percentage of base salary. Annually, the Compensation Committee selects the participants in the plan and establishes performance goals. For 2023, Ms. Simpson, Ms. Shelley-Kessler and Mr. Malin had the following range of bonus opportunities:

  48. Annual Cash Bonus Incentive Plan

    | | Bonus Opportunity as a % of | | | | | Base Salary | | | | Executive | Threshold | Target | Maximum | | Wendy L. Simpson | 101.25% | 135.0% | 236.25% | | Pamela J. Shelley-Kessler | 75.0% | 100.0% | 175.0% | | Clint B. Malin | 75.0% | 100.0% | 175.0% |

  49. Annual Cash Bonus Incentive Plan

    Bonuses under the 2023 bonus program were earned based 50% on the financial performance of our company and 50% on the Compensation Committee’s subjective evaluation of both individual and our company performance. Financial performance was measured using diluted funds available for distribution excluding non-recurring items adjusted to include $1.6 million of prepayment fee and exit IRR received and exclude the effect of equity issuances during 2023 (“Adjusted FAD”). For purposes of the Annual Cash Bonus Incentive Plan, Adjusted FAD, including the means of calculating it, is disclosed in Appendix A to this proxy statement. The Board may adjust the Adjusted FAD component to reflect the pro forma impact of changes to our company’s capital structure, strategic changes and other items, at the Board’s discretion, that were not contemplated at the time of adoption of the performance goals. The subjective component in 2023 was set at the level funded by Adjusted FAD after considering whether factors such as individual performance, and rental and mortgage interest income collection were out of step with the Adjusted FAD formula. The committee determined that the actual Adjusted FAD achieved in 2023 funded 175% of target performance under the formula based on achieving actual Adjusted FAD of $2.79 per share. The committee also determined that the 50% that is funded for achievement of qualitative factors should be funded at 42% of target for Ms. Simpson and 44% of target for Ms. Shelley-Kessler and Mr. Malin, and this below-target qualitative score resulted in actual bonus of approximately 109% target.

  50. Annual Cash Bonus Incentive Plan

    | LTC PROPERTIES, INC. | 46 | 2024 PROXY STATEMENT |

  51. Annual Cash Bonus Incentive Plan

    The following table summarizes each metric and its relative weighting, the approved 2023 performance goals at threshold, target and maximum levels, and actual performance achieved. Based on the degree of goal achievement, the bonus formula for the year resulted in a payout of approximately 109% of target for Ms. Simpson, Ms. Shelley-Kessler and Mr. Malin.

  52. Annual Cash Bonus Incentive Plan

    | | | | | | | % of | | | | | 2023 Performance Goals | | | Performance | Target | % of | | Metric | Weight | Threshold | Target | Maximum | Achieved | Achieved | Payout | | Adjusted FAD | 50% | $2.68 | $2.73 | $2.79 | $2.79 | 175% | 175% | | Subjective Performance for Ms. Simpson | 50% | Compensation Committee Determination | | | Below Target | 42% | 42% | | Subjective Performance for Ms. Shelley-Kessler and Mr. Malin | 50% | Compensation Committee Determination | | | Below Target | 44% | 44% | | | | | Total bonus as a % of target | | | | 109% |

  53. Annual Cash Bonus Incentive Plan

    The Compensation Committee evaluated the subjective performance component for the year considering other real estate investment trusts’ results and the weakness in the senior living and skilled nursing markets that resulted from the COVID-19 pandemic in prior years. The target bonus allowed under the subjective component was awarded as a result of the Company’s 2023 accomplishments and investments, which help position our company for future, long-term growth. See 2023 Transaction History and 2023 Portfolio Management above for further discussion of our 2023 activities. Based on the Adjusted FAD performance achieved that funded 50% of the bonus at 175%, and the sense that other qualitative performance was below-target, total bonus funding was approximately 109% of the qualitative target. The Compensation Committee approved the following payouts under the Annual Cash Bonus Incentive Plan:

  54. Annual Cash Bonus Incentive Plan

    | | Wendy L. | Pamela J. Shelley- | Clint B. | | Metric | Simpson | Kessler | Malin | | Adjusted FAD | $1,015,875 | $463,750 | $463,750 | | Subjective Performance | 245,125 | 116,250 | 116,250 | | Total Bonus Earned | $1,261,000 | $580,000 | $580,000 |

  55. Long-Term Equity Incentives

    Long-Term Equity Incentives Equity grant value in 2023 was the same as in prior years and continued the use of performance-based equity for 50% of the award continued, with the same positive TSR goals as in prior years, despite continued challenges following the pandemic on the seniors housing and health care properties industry. Long-term incentives are granted to align the executives’ financial interests with those of our stockholders and are in the form of RSAs, PSUs and stock options. Awards are made on an individual basis and are not granted at any pre-determined time during the year, though 2023 awards to the named executive officers were granted in mid-February 2023. RSAs typically vest ratably over a three-period and are generally subject to the individual executive officer’s continued employment. The PSU awards are earned over a four-year performance period, subject to the ability to accelerate earnout if three-year performance is high enough, with the number of shares earned dependent on our TSR over the applicable performance period. The level of long-term incentive compensation is determined by the Compensation Committee based on an evaluation of competitive factors in conjunction with total compensation provided to each individual executive officer. The relevant weight given to each of these factors varies from individual to individual. We do not have an exact formula for allocating between cash and non-cash compensation, nor do we have a policy for allocating between long-term and currently paid-out compensation. The grant date of an equity award is typically the date the Compensation Committee approves the equity award. The grant date may also be a future date from the date of approval as specified by a Board resolution. In no

  56. Long-Term Equity Incentives

    | LTC PROPERTIES, INC. | 47 | 2024 PROXY STATEMENT |

  57. Long-Term Equity Incentives

    instances has the grant date been retroactive or prior to the date the Compensation Committee approved the equity award. For long-term incentive awards in the form of stock options, the exercise price is the closing price of our company’s stock as reported by the NYSE on the grant date. The Compensation Committee has not and does not time the granting of equity awards to coincide with any favorable or unfavorable news. Under the 2021 Equity Participation Plan, awards that may be granted include stock options (incentive or non-qualified), stock appreciation rights, RSAs, PSUs, and dividend equivalents. The 2021 Plan is administered by the Compensation Committee which sets the terms and provisions of the awards granted under the plan. Incentive stock options, stock appreciation rights, RSAs, PSUs, and dividend equivalents may only be awarded to officers and other full-time employees to promote our long-term performance, and specifically to retain and motivate management to achieve a sustained increase in stockholder value. Non-qualified stock options, stock appreciation rights, RSAs, PSUs, and dividend equivalents may be awarded to non-employee directors, officers, employees, consultants and other key persons who provide services to us. In 2023, the Compensation Committee used RSAs and the performance-contingent equity in the form of PSUs as the key form of long-term equity incentive awards provided to our executive officers. The design and the fair value of the PSU awards granted in 2023 was effectively identical to the PSU design used from 2016 through 2022. The Compensation Committee approved equity awards to the Chief Executive Officer, and the Chief Executive Officer recommended, and the Compensation Committee approved, equity awards to Ms. Shelley-Kessler and Mr. Malin for their service in 2023. In approving the equity awards, the Compensation Committee took into consideration the executives’ historical performance, leadership, and contributions, total ownership levels and the value of equity delivered historically, the market positioning of the executives’ pay and our company’s desire to retain the executives by providing a meaningful long-term incentive award to each executive which is aligned with stockholder interests. On February 8, 2023, the Compensation Committee granted RSAs which vest ratably over a three-year period from the grant date. The following table sets forth the 2023 grant values and number of RSAs granted:

  58. Long-Term Equity Incentives

    | | RSA | Number | | | Grant | of RSA | | Named Executive Officer | Value | Granted | | Wendy L. Simpson | $1,475,000 | 39,693 | | Pamela J. Shelley-Kessler | 725,000 | 19,510 | | Clint B. Malin | 725,000 | 19,510 |

  59. Long-Term Equity Incentives

    For PSU awards, the Compensation Committee approved specific grant values to be awarded to the named executive officers, and the number of shares was determined by dividing the target grant value by the fair value per share on the date of grant calculated using the Monte Carlo model. The following table sets forth the grant date fair value of the PSUs granted on February 8, 2023:

  60. Long-Term Equity Incentives

    | | | Target | | | PSU | Number | | | Award | of PSU | | Named Executive Officer | Value | Award | | Wendy L. Simpson | $1,475,000 | 31,755 | | Pamela J. Shelley-Kessler | 725,000 | 15,608 | | Clint B. Malin | 725,000 | 15,608 |

  61. Long-Term Equity Incentives

    PSUs granted in 2023 are substantially similar to PSUs granted annually since 2016 and can be earned between 0% and 200% target based on LTC’s cumulative TSR performance through February 28, 2027 (4-year performance period), with an opportunity to earn PSU shares early if TSR through February 28, 2026 is at least 3% (3-year performance period). The four-year performance period may be accelerated to three years if three-

  62. Long-Term Equity Incentives

    | LTC PROPERTIES, INC. | 48 | 2024 PROXY STATEMENT |

  63. Long-Term Equity Incentives

    year TSR performance is high enough to fund the maximum PSU earnout after three years. Dividends for outstanding PSUs are accrued in the form of cash during the performance period and are distributed if and when the underlying shares are earned (dividends accrued on unearned/forfeited PSU shares are forfeited). We calculate cumulative TSR as the increase in our stock price over the performance period, starting on the date of the award, assuming dividend reinvestment and measured using the trailing twenty (20) trading-day average price of our common stock immediately prior to the end of the performance period, divided by our stock price on the date of the award. The 20 trading-day period is used to minimize the impact of volatility and point-to-point variation. The Compensation Committee selected the TSR performance metric to reward management for increasing TSR for stockholders. Under the 2023 PSU design, payouts range from 0% to 200% of target, based on the schedule below:

  64. Long-Term Equity Incentives

    | | Cumulative | Accelerated | Payout % | | | 4-year | Cumulative | of Target | | Growth Requirements | TSR | 3-year TSR | Share Granted | | Below Threshold | Less than 4.1% | Less than 3.0% | — | | Threshold | 4.1% | 3.0% | 50.0% | | Target | 21.6% | 15.8% | 100.0% | | Maximum | 46.4% | 33.1% | 200.0% |

  65. Long-Term Equity Incentives

    PSUs previously awarded in 2020 to the named executive officers were eligible to vest in 2023 pursuant to the formulaic provision for accelerated payout. The 2020 PSU design provided the same payout schedule reflected in the schedule above for the 2023 PSU design. Performance for the 2020 PSUs was below the minimum TSR threshold and these PSUs did not vest in 2023. The following table sets forth the 2020 awards and 2023 payout of PSUs based upon the accelerated cumulative TSR:

  66. Long-Term Equity Incentives

    | | Target | | | | Number | Number | | | of PSU | of PSU | | | Awarded | Vested | | Named Executive Officer | in 2020 | in 2023 | | Wendy L. Simpson | 25,010 | — | | Pamela J. Shelley-Kessler | 12,205 | — | | Clint B. Malin | 12,205 | — |

  67. Long-Term Equity Incentives

    Additionally, PSUs previously awarded in 2019 to the named executive officers were eligible to vest in 2023 based on TSR performance. The cumulative TSR during the performance period was not enough to vest any 2019 PSUs in 2023 so the unvested awards were forfeited under the formula. The following table sets forth the 2019 awards and the 2022 and 2023 payout of PSUs based upon the accelerated cumulative TSR.

  68. Long-Term Equity Incentives

    | | Target | | | | | Number | Number | Number | | | of PSU | of PSU | of PSU | | | Awarded | Vested | Vested | | Named Executive Officer | in 2019 | in 2022 | in 2023 | | Wendy L. Simpson | 22,657 | — | — | | Pamela J. Shelley-Kessler | 11,762 | — | — | | Clint B. Malin | 11,762 | — | — |

  69. Long-Term Equity Incentives

    | LTC PROPERTIES, INC. | 49 | 2024 PROXY STATEMENT |

  70. Severance and Other Benefits Upon Termination of Employment or Change in Control

    Severance and Other Benefits Upon Termination of Employment or Change in Control The employment agreements with certain executive officers of our company provide severance and other benefits upon termination of employment or a change in control of our company. We believe that we need to provide key executives with severance protections that are competitive with those offered by companies similar to ours. The severance protections we have provided the named executive officers are consistent with our compensation objective to attract, motivate and retain qualified key executives. We believe that severance should be payable to key executives if their employment is terminated for any reason, except for a termination for cause or a voluntary resignation without a good reason. The severance benefits we extend to our executive officers upon such an occurrence is intended to help compensate them during a period of expected unemployment in the event of a termination without cause. We also believe that severance should be payable to our key executives in connection with a change in control transaction. A change in control creates uncertainty regarding the continued employment of the executives. We provide severance in the event of a change in control to alleviate concerns of key executives about their own job security if the Board determines that it is in the best interests of stockholders to sell our company. The severance benefits we extend to our executive officers upon such an occurrence is intended to encourage the executives to remain employed by us during an important time when their prospects for continued employment following a change in control transaction are often uncertain. Our current practice for change in control severance follows a “double-trigger” approach. Ms. Simpson’s, Ms. Shelley-Kessler’s, and Mr. Malin’s employment agreements contain double-trigger change in control provisions for both cash severance and equity acceleration. A severance payment obligation arises only if a change in control occurs and the executive’s employment is terminated for any reason, except for a termination for cause or a voluntary resignation without good reason (as defined in the employment agreements), within a 24-month period after the change in control. Additionally, upon the circumstances described above regarding termination of employment or change in control, we have agreed to provide health insurance benefits to each named executive officer for a period of 18 months. None of the employment agreements with our executive officers provide for lifetime benefits. Also, none of the employment agreements with our executive officers provide for “gross-up payments” to offset taxes due for severance or other benefits upon termination of employment or change in control.

  71. Severance and Other Benefits Upon Termination of Employment or Change in Control

    | LTC PROPERTIES, INC. | 50 | 2024 PROXY STATEMENT |

  72. Compensation Risk Assessment

    | ◆ | The Compensation Committee exercises discretion in determining cash bonuses and equity awards to each executive officer. |

  73. Compensation Risk Assessment

    | ◆ | Cash bonus awards are capped at 175% of target. |

  74. Compensation Risk Assessment

    | ◆ | Awards of restricted stock with long-term vesting periods provide executive officers with an incentive to make decisions that contribute to long-term performance of our company. |

  75. Compensation Risk Assessment

    | ◆ | Our Compensation Recovery Policy and provisions in our executive employment agreements provide our company with recourse in the event of material noncompliance with a financial reporting requirement that leads to a specified restatement. |

  76. Compensation Risk Assessment

    | ◆ | Stock ownership guidelines for executive officers further align their personal wealth with the long-term performance of our company. |

  77. Summary Compensation Table

    Summary Compensation Table The following table presents information regarding compensation of the named executive officers for services provided in 2023, 2022 and 2021:

  78. Summary Compensation Table

    | | | | | Non-Equity | | | | | | | Stock | Incentive Plan | All other | | | Name and Principal Position | Year | Salary | Awards(1) | Compensation | Compensation(2) | Total | | Wendy L. Simpson | 2023 | $860,000 | $2,950,000(3)(4) | $1,261,000(5) | $177,068 | $5,248,068 | | Chairman and Chief | 2022 | 810,000 | 2,500,000(3)(4) | 1,196,016(5) | 156,513 | 4,662,529 | | Executive Officer | 2021 | 775,000 | 2,500,000(3)(4) | 793,555(5) | 135,584 | 4,204,139 | | Pamela J. Shelley-Kessler | 2023 | 530,000 | 1,450,000(3)(4) | 580,000(5) | 93,045 | 2,653,045 | | Co-President, Chief | 2022 | 500,000 | 1,220,000(3)(4) | 546,875(5) | 83,473 | 2,350,348 | | Financial Officer and | 2021 | 475,000 | 1,220,000(3)(4) | 373,672(5) | 73,604 | 2,142,276 | | Corporate Secretary | | | | | | | | Clint B. Malin | 2023 | 530,000 | 1,450,000(3)(4) | 580,000(5) | 90,747 | 2,650,747 | | Co-President and Chief | 2022 | 500,000 | 1,220,000(3)(4) | 546,875(5) | 81,747 | 2,348,622 | | Investment Officer | 2021 | 475,000 | 1,220,000(3)(4) | 373,672(5) | 67,792 | 2,136,464 |

  79. Summary Compensation Table

    | (1) Represents the fair value on the grant date of the stock awards, as required by SEC rules. Under U.S. generally accepted accounting principles, compensation expense with respect to stock awards granted is generally recognized over the vesting periods applicable to the awards. For a discussion of the assumptions and methodologies used to value the stock awards granted refer to Note 10. Equity of Notes to Consolidated Financial Statements included in our company’s 2023 Annual Report on Form 10-K. |

  80. Summary Compensation Table

    | (2) Named executive officers received the following other compensation during 2023, 2022 and 2021: |

  81. Summary Compensation Table

    | | 2023 | | | 2022 | | | 2021 | | | | | Supplemental | | Total | Supplemental | | Total | Supplemental | | Total | | | Health | | Other | Health | | Other | Health | | Other | | Named Executive Officer | Insurance | Dividends(a) | Compensation | Insurance | Dividends(a) | Compensation | Insurance | Dividends(a) | Compensation | | Wendy L. Simpson | $8,210 | $168,858 | $177,068 | $6,875 | $149,638 | $156,513 | $8,124 | $127,460 | $135,584 | | Pamela J. Shelley-Kessler | 10,350 | 82,695 | 93,045 | 10,350 | 73,123 | 83,473 | 10,250 | 63,354 | 73,604 | | Clint B. Malin | 8,052 | 82,695 | 90,747 | 8,624 | 73,123 | 81,747 | 4,438 | 63,354 | 67,792 |

  82. Summary Compensation Table

    | (a) Represents the $0.19 per share monthly dividends for 2023, 2022 and 2021, each of which is payable on unvested restricted common stock owned by each named executive officer but excludes dividend equivalent rights credited to unvested performance stock units, which were previously factored into the grant date fair value for such performance stock units. |

  83. Summary Compensation Table

    | (3) Named executive officers were awarded the following performance stock units during 2023, 2022 and 2021 with the number of shares to be earned depending on our TSR over the applicable performance period. These PSUs require a minimum threshold of 4.1% cumulative annual TSR performance, before threshold shares are earned, and they require 21.6% cumulative TSR performance before target shares are earned, each as measured over a four-year performance period, with opportunity to earn the awards after three years if cumulative TSR performance is at least 3.0% at the end of three years: |

  84. Summary Compensation Table

    | | 2023 | | 2022 | | 2021 | | | | | Target | | Target | | Target | | | PSU | Number | PSU | Number | PSU | Number | | | Award | of PSU | Award | of PSU | Award | of PSU | | Named Executive Officer | Value | Award | Value | Award | Value | Award | | Wendy L. Simpson | $1,475,000 | 31,755 | $1,250,000 | 31,010 | $1,250,000 | 26,162 | | Pamela J. Shelley-Kessler | 725,000 | 15,608 | 610,000 | 15,133 | 610,000 | 12,767 | | Clint B. Malin | 725,000 | 15,608 | 610,000 | 15,133 | 610,000 | 12,767 |

  85. Summary Compensation Table

    | LTC PROPERTIES, INC. | 52 | 2024 PROXY STATEMENT |

  86. Summary Compensation Table

    | (4) Named executive officers were granted the following restricted common stock awards during 2023, 2022 and 2021 which vest ratably over a three-year period from the grant date: |

  87. Summary Compensation Table

    | | 2023 | | 2022 | | 2021 | | | | RSA | Number | RSA | Number | RSA | Number | | | Grant | of RSA | Grant | of RSA | Grant | of RSA | | Named Executive Officer | Value | Granted | Value | Granted | Value | Granted | | Wendy L. Simpson | $1,475,000 | 39,693 | $1,250,000 | 36,830 | $1,250,000 | 29,572 | | Pamela J. Shelley-Kessler | 725,000 | 19,510 | 610,000 | 17,973 | 610,000 | 14,431 | | Clint B. Malin | 725,000 | 19,510 | 610,000 | 17,973 | 610,000 | 14,431 |

  88. Summary Compensation Table

    | (5) Represents amounts earned in cash under the Annual Cash Bonus Incentive Plan for performance in 2023, 2022 and 2021 which were paid in 2024, 2023 and 2022, respectively. |

  89. CEO to Median Employee Pay Ratio

    CEO to Median Employee Pay Ratio As required by the Exchange Act, we are providing information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. The applicable rules allow companies to use various assumptions and methodologies in calculating the pay ratio and, accordingly, our pay ratio may not be comparable with the pay ratios of other companies. We identified the median employee by examining 2023 total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K for all individuals, excluding our CEO, who were employed by us as of December 31, 2023. We used our payroll records to identify this information. In making this determination, we did not annualize compensation for those employees who did not work for our company for the entire fiscal year. We also did not make any cost of living adjustments in identifying the median employee. Our Chief Executive Officer had annual total compensation of $5,248,068, and our median employee had annual total compensation of $280,530. Therefore, we estimate that our CEO’s annual total compensation is 18.7 times that of the median of the annual total compensation of all of our employees, excluding our CEO.

  90. Pay Versus Performance

    Pay Versus Performance As required by the Exchange Act, we are providing information about the total compensation of our CEO and the average total compensation of our other named executive officers, as reported in the Summary Compensation Table of this proxy statement and as “compensation actually paid” to such named executive officers compared with our company’s performance. In this discussion, our CEO in each applicable year is also referred to as our principal executive officer or “PEO,” and our other named executive officers in each applicable year are referred to as our “Non-PEO NEOs.” “Compensation actually paid” is determined pursuant to applicable SEC rules, but such dollar amounts do not necessarily reflect the actual amount of compensation earned or paid during the applicable year. The calculations and analysis below also do not necessarily reflect our approach to aligning compensation with performance. For information concerning our company’s compensation philosophy and how our executive compensation program is

  91. Pay Versus Performance

    | LTC PROPERTIES, INC. | 53 | 2024 PROXY STATEMENT |

  92. Pay Versus Performance

    designed to align compensation with performance, please see “Executive Compensation Discussion and Analysis” above.

  93. Pay Versus Performance

    | | | | Average | | Value of Initial Fixed $100 | | | | | | | | Summary | Average | Investment Based on: | | | | | | Summary | | Compensation | Compensation | Company | Peer Group(5) | | Diluted FAD, | | | Compensation | Compensation | Table Total for | Actually Paid to | Total | Total | | Excluding | | | Table Total for | Actually Paid | Non-PEO | Non-PEO | Stockholder | Stockholder | | Non-recurring | | Year | PEO | PEO(1) | NEO(2) | NEO(3) | Return(4) | Return(4) | Net Income | Items, per Share | | 2023 | $5,248,068 | $3,300,179 | $2,651,896 | $1,698,392 | $92.16 | $113.35 | $91,462,000 | $2.75 | | 2022 | 4,662,529 | 4,140,950 | 2,349,485 | 2,091,383 | 95.26 | 99.66 | 100,584,000 | $2.68 | | 2021 | 4,204,139 | 2,559,524 | 2,139,370 | 1,372,272 | 86.19 | 131.78 | 56,224,000 | $2.43 | | 2020 | 4,200,356 | 4,054,561 | 2,118,714 | 2,041,151 | 92.44 | 92.00 | 95,677,000 | $2.97 |

  94. Pay Versus Performance

    | (1) The calculation of “compensation actually paid” to PEO reflects the following adjustments: |

  95. Pay Versus Performance

    | | Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | | | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | $5,248,068 | $4,662,529 | $4,204,139 | $4,200,356 | | Less: Grant Date Fair Value of Stock Awards in Fiscal Year | (2,950,000) | (2,500,000) | (2,500,000) | (2,500,000) | | Fair Value of Equity Awards Granted During the Year and Unvested at Year End | 2,124,068 | 2,592,074 | 1,879,475 | 1,886,213 | | Change in Fair Value of Equity Awards Granted in Prior Years and Unvested at Year End | (1,173,194) | (610,633) | (1,615,636) | (655,436) | | Change in Fair Value of Equity Awards Granted in Prior Years and Vested During the Year | 51,237 | (3,020) | 591,546 | 1,123,428 | | Compensation Actually Paid | $3,300,179 | $4,140,950 | $2,559,524 | $4,054,561 |

  96. Pay Versus Performance

    | (2) For fiscal years 2020 through 2023, Pamela Shelley-Kessler and Clint Malin are included as the non-PEO NEOs. |

  97. Pay Versus Performance

    | (3) The calculation of average “compensation actually paid” to Non-PEO NEOs reflects the following adjustments: |

  98. Pay Versus Performance

    | | Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | | | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | $2,651,896 | $2,349,485 | $2,139,370 | $2,118,714 | | Less: Grant Date Fair Value of Stock Awards in Fiscal Year | (1,450,000) | (1,220,000) | (1,220,000) | (1,220,000) | | Fair Value of Equity Awards Granted During the Year and Unvested at Year End | 1,044,019 | 1,264,936 | 917,177 | 920,493 | | Change in Fair Value of Equity Awards Granted in Prior Years and Unvested at Year End | (572,520) | (301,523) | (848,551) | (395,908) | | Change in Fair Value of Equity Awards Granted in Prior Years and Vested During the Year | 24,997 | (1,515) | 384,276 | 617,852 | | Compensation Actually Paid | $1,698,392 | $2,091,383 | $1,372,272 | $2,041,151 |

  99. Pay Versus Performance

    | (4) TSR assumes $100 was invested on December 31, 2019 in our common stock and assumes the reinvestment of dividends. |

  100. Pay Versus Performance

    | (5) The peer group constitutes the National Association of Real Estate Investment Trusts (“NAREIT”) Equity Index. |

  101. Pay Versus Performance

    The tables corresponding to footnotes (1) and (3) above reflect adjustments to the value of awards as required by SEC rules. For a discussion of the assumptions and methodologies used to value the stock awards refer to Note 10. Equity of Notes to Consolidated Financial Statements included in our company’s 2023 Annual Report on Form 10-K.

  102. Pay Versus Performance

    | LTC PROPERTIES, INC. | 54 | 2024 PROXY STATEMENT |

  103. Pay Versus Performance

    The following chart is a description of the relationship between PEO and non-PEO NEOs “compensation actually paid,” versus LTC’s TSR and Peer Group TSR for each of the last four fiscal years. In general, “compensation actually paid” was lower when TSR was negative and recovered when TSR improved. The following chart is a description of the relationship between PEO and non-PEO NEOs “compensation actually paid,” versus Net Income for each of the last four fiscal years. In general, “compensation actually paid” was lower when Net Income was lower and recovered when Net Income increased.

  104. Pay Versus Performance

    | LTC PROPERTIES, INC. | 55 | 2024 PROXY STATEMENT |

  105. Pay Versus Performance

    The following chart is a description of the relationship between PEO and non-PEO NEOs “compensation actually paid,” versus Diluted FAD, excluding non-recurring items, per share for each of the last four fiscal years. In general, “compensation actually paid” was lower when Diluted FAD, excluding non-recurring items per share, was lower, and recovered when Diluted FAD, excluding non-recurring items per share, increased again.

  106. Pay Versus Performance

    | LTC PROPERTIES, INC. | 56 | 2024 PROXY STATEMENT |

  107. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents information regarding plan-based awards made in 2023, and as of December 31, 2023 to the named executive officers, and is intended to supplement the Summary Compensation Table on page 52 of this proxy statement:

  108. Grants of Plan-Based Awards

    | | | | | | | | | | All Other | | | | | | | | | Estimated Possible | | | Stock | Grant Date | | | | | Estimated Possible Payouts Under | | | Payouts Under Equity | | | Awards: | Fair Value | | | Grant | Grant | Non-Equity Incentive Plan Awards | | | Incentive Plan Awards | | | Number | of Stock | | Named Executive Officer | Date | Type | Threshold | Target | Max | Threshold | Target | Max | of RSAs | Awards | | Wendy L. Simpson | 2/8/23(1) | RSA | $— | $— | $— | — | — | — | 39,693 | $1,475,000 | | | 2/8/23(2) | PSU | — | — | — | 15,878 | 31,755 | 63,510 | — | 1,475,000 | | | —(3) | — | 870,750 | 1,161,000 | 2,031,750 | — | — | — | — | — | | Pamela J. Shelley-Kessler | 2/8/23(1) | RSA | — | — | — | — | — | | 19,510 | 725,000 | | | 2/8/23(2) | PSU | — | — | — | 7,804 | 15,608 | 31,216 | — | 725,000 | | | —(3) | — | 397,500 | 530,000 | 927,500 | — | — | — | — | — | | Clint B. Malin | 2/8/23(1) | RSA | — | — | — | — | — | — | 19,510 | 725,000 | | | 2/8/23(2) | PSU | — | — | — | 7,804 | 15,608 | 31,216 | — | 725,000 | | | —(3) | — | 397,500 | 530,000 | 927,500 | — | — | — | — | — |

  109. Grants of Plan-Based Awards

    | (1) Restricted stock awards were granted under the 2021 Equity Participation Plan and vest ratably over a three-year period from the grant date. |

  110. Grants of Plan-Based Awards

    | (2) Performance stock unit awards were granted under our 2021 Equity Participation Plan, to be earned based on our absolute TSR performance over a four-year period starting on the grant date (with an opportunity for an early payout after three years). Threshold amounts shown are 50% of the PSUs granted, target amounts are 100% of the PSUs granted, and maximum amounts are 200% of the PSUs granted. No PSUs are earned for performance below threshold. |

  111. Grants of Plan-Based Awards

    | (3) The amounts shown represent bonus opportunities for 2023 performance under the Annual Cash Bonus Incentive Plan as approved by the Compensation Committee in May 2023. The actual amount awarded was based on the achievement of certain performance measures as described under “Annual Cash Bonus Incentive Plan” on page 46 of this proxy statement. The awards earned for such performance in 2023 were granted on February 13, 2024 as shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 52 of this proxy statement. |

  112. Grants of Plan-Based Awards

    | LTC PROPERTIES, INC. | 58 | 2024 PROXY STATEMENT |

  113. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End The following table presents information regarding the outstanding equity awards held by the named executive officers as of December 31, 2023:

  114. Outstanding Equity Awards at Year-End

    | | Option Awards | | | | Stock Awards | | | | | | | | | | | | Equity | Equity | | | | | | | | | Incentive | Incentive | | | | | | | | | Plan Awards: | Plan Awards: | | | Number of | Number of | | | Number of | Market Value | Number of | Market Value | | | Securities | Securities | | | Shares or | of Shares | Shares or | of Shares | | | Underlying | Underlying | | | Units of | or Units of | Units of | or Units of | | | Unexercised | Unexercised | Option | Option | Stock that | Stock that | Stock that | Stock that | | | Options | Options | Exercise | Expiration | have not | have not | have not | have not | | Named Executive Officer | Exercisable | Unexercisable | Price | Date | Vested | Vested(1) | Vested | Vested(1) | | Wendy L. Simpson | — | — | $— | — | 74,105(2) | $2,380,253 | 113,937(4) | $3,659,656 | | Pamela J. Shelley-Kessler | — | — | — | — | 36,303(3) | 1,166,052 | 55,713(4) | 1,789,502 | | Clint B. Malin | — | — | — | — | 36,303(3) | 1,166,052 | 55,713(4) | 1,789,502 |

  115. Outstanding Equity Awards at Year-End

    | (1) The market value is the number of shares that have not vested multiplied by the closing market price of our common stock as reported by the NYSE on December 29, 2023, the last trading day of 2023. |

  116. Outstanding Equity Awards at Year-End

    | (2) Represents the number of outstanding unvested RSAs which vest as follows: 9,858 on February 11, 2024; 12,277 on February 9, 2024 and 2025; and 13,231 on February 8, 2024, 2025 and 2026. |

  117. Outstanding Equity Awards at Year-End

    | (3) Represents the number of outstanding unvested RSAs which vest as follows: 4,811 on February 11, 2024; 5,991 on February 9, 2024 and 2025; 6,503 on February 8, 2024 and 2025; and 6,504 on February 8, 2026. |

  118. Outstanding Equity Awards at Year-End

    | (4) Represents PSUs that are eligible for vesting following the end of a four-year performance period, subject to acceleration, depending on TSR over the applicable performance period. The amounts listed are at 100% of the target PSU granted, representing the PSUs that would be earned with target performance. However, our TSR performance over the interim performance period from award date through December 31, 2023, would be 0% of target for each of the 2020, 2021 and 2023 awards, and 99.7% of target for the 2022 award. |

  119. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows the number and value of stock options exercised, and the number of shares and value of restricted common stock and PSUs that vested related to each of the named executive officers for the year ended December 31, 2023:

  120. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number of | | Number of | | | | Shares | Value | Shares | Value | | | Acquired | Realized | Acquired | Realized | | Named Executive Officer | on Exercise | on Exercise | on Vesting | on Vesting(1) | | Wendy L. Simpson | — | $— | 30,645 | $1,140,281 | | Pamela J. Shelley-Kessler | — | — | 14,955 | 556,466 | | Clint B. Malin | — | — | 14,955 | 556,466 |

  121. Option Exercises and Stock Vested

    | (1) The value realized is the number of shares that vested multiplied by the closing market price of our common stock as reported by the NYSE on the vesting date for restricted common stock and measurement date for PSUs. This differs from the compensation expense in the Summary Compensation Table on page 52 of this proxy statement, which is determined using the fair value on the grant date of the stock award. |

  122. Option Exercises and Stock Vested

    | LTC PROPERTIES, INC. | 59 | 2024 PROXY STATEMENT |

  123. Potential Payments Upon Termination or Change In Control

    Potential Payments Upon Termination or Change In Control As described under “Severance and Other Benefits Upon Termination of Employment or Change in Control” on page 50 of this proxy, we have provided the named executive officers with employment agreements that provide certain severance and other benefits depending on the circumstances surrounding their termination of employment with us, including upon a change in control of our company. In addition to the benefits referenced below, upon termination of employment with us, the executive generally is entitled to amounts or benefits earned or accrued during the term of employment, including earned but unpaid salary.