DEF 14A of Omega Healthcare Investors Inc, Apr 22, 2025

DEF 14A of Omega Healthcare Investors Inc

Filed Apr 22, 2025 · FY20240001558370-25-005111

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  1. Director Nominees

    Director Nominees Our Board of Directors currently consists of eight directors. Our Nominating and Corporate Governance Committee of the Board of Directors has nominated Craig R. Callen, Kapila K. Anand, Dr. Lisa C. Egbuonu-Davis, Barbara B. Hill, Kevin J. Jacobs, C. Taylor Pickett, Stephen D. Plavin and Burke W. Whitman for re-election as directors. Each of the nominees for re-election is an incumbent director. Unless authority to vote for the election of directors has been specifically withheld, the persons named in the accompanying proxy card intend to vote FOR the election of the nominees named above to hold office until the 2026 Annual Meeting or until their respective successors have been duly elected and qualified. If any nominee becomes unavailable for any reason (which event is not anticipated), the shares represented by the enclosed proxy may (unless the proxy contains instructions to the contrary) be voted for such other person or persons as may be determined by the holders of the proxies. Information about each director nominee is set forth below.

  2. Director Nominees

    | Craig R. Callen | | | INDEPENDENT AGE: 69 DIRECTOR SINCE: 2013 | business experience Mr. Callen was a Senior Advisor at Crestview Partners, a private equity firm, from 2009 through 2016. Previously, Mr. Callen retired as Senior Vice President of Strategic Planning and Business Development for Aetna Inc., where he also served as a Member of the Executive Committee from 2004-2007. In his role at Aetna, Mr. Callen reported directly to the chairman and CEO and was responsible for oversight and development of Aetna’s corporate strategy, including mergers and acquisitions. Prior to joining Aetna in 2004, Mr. Callen was a Managing Director and Head of U.S. Healthcare Investment Banking at Credit Suisse and co-head of Health Care Investment Banking at Donaldson Lufkin & Jenrette. During his 20-year career as an investment banker in the healthcare practice Mr. Callen successfully completed over 100 transactions for clients and contributed as an advisor to the boards of directors and management teams of many of the leading healthcare companies in the U.S. In April 2024, Mr. Callen became an independent director and Chair of the Audit Committee for North Haven Net REIT, a newly formed private REIT focused on investing in primarily net lease commercial real estate assets. Mr. Callen has served on the boards of Symbion, Inc. (short-stay surgery facilities), a Crestview portfolio company; Sunrise Senior Living, Inc. (NYSE:SRZ); Kinetic Concepts, Inc. (NYSE:KCI) (a medical technology company); and HMS Holdings Corp. (NYSE:HSMY). Mr. Callen serves as a Trustee of The Richard Hampton Jenrette Foundation. | | expertise Mr. Callen brings to the Board financial and operating experience as an advisor, investment banker and board member in the healthcare industry. | OTHER PUBLIC BOARDS ● Sunrise Senior Living, Inc. (NYSE:SRZ) (1999-2006) ● Kinetic Concepts, Inc. (NYSE:KCI) (2008-2011) ● HMS Holdings Corp. (NYSE:HSMY) (2013-2021) | | Kapila K. Anand | | | INDEPENDENT AGE: 71 DIRECTOR SINCE: 2018 | business experience Ms. Anand served as an audit and later advisory partner at KPMG LLP (“KPMG”) from 1989 until her retirement in March 2016, after which she was retained as a senior advisor to KPMG until 2020. Ms. Anand joined KPMG LLP in 1979 and served in a variety of roles, including the National Partner-in-Charge, Public Policy Business Initiatives (from 2008 to 2013) and segment leader for the Travel, Leisure, and Hospitality industry and member of the Global Real Estate Steering Committee (each from 2013 to 2016). In these roles she was involved in numerous risk and governance projects including IT general controls. Ms. Anand has served on KPMG LLP boards in the U.S. and Americas, the board of the Franciscan Ministries (an organization with a range of real estate assets, including schools, churches and hospitals) and as the chair of both the KPMG Foundation as well as the Chicago Network (a membership organization of senior executives). She also previously served as the Global Lead Director for the Women Corporate Directors Education and Development Foundation and served on the board of the U.S. Fund for UNICEF, and currently serves on a variety of non-profit boards, including Rush University Medical Center. Ms. Anand served as a director of Extended Stay America, Inc. (NASDAQ:STAY) from July 2016 through its sale in June 2021, and during that time she chaired the Compensation Committee and also served as a director and Audit Committee Chairwoman of ESH Hospitality, Inc. (a real estate investment trust (“REIT”) subsidiary of Extended Stay America) from May 2017 through June 2021. In September 2018, she joined the Board of Elanco Animal Health, Inc. (NYSE:ELAN), where she chairs the Audit Committee and serves on the Nominating and Governance Committee. She is a Certified Public Accountant, who in 2022 earned the Diligent Climate Leadership certification and in 2023 earned the NACD Cyber Risk Oversight certification. | | expertise Ms. Anand brings to the board extensive experience in accounting and auditing, particularly in the real estate industry, with a focus on REITs, and healthcare industries. | OTHER PUBLIC BOARDS ● Elanco Animal Health, Inc. (NYSE:ELAN) (2018-present) ● Extended Stay America, Inc. (NASDAQ:STAY) (2016-2021) ● ESH Hospitality, Inc. (a REIT subsidiary of Extended Stay America) (2017-2021) |

  3. Director Nominees

    | Dr. Lisa C. Egbuonu-Davis | | | INDEPENDENT AGE: 67 DIRECTOR SINCE: 2021 | business experience From 2019 to 2023, Dr. Egbuonu-Davis served as Vice President, Medical Innovations for DH Diagnostics, LLC, an affiliate of Danaher Corporation (NYSE:DHR), where she provided medical advice to influence research, partnership and investment strategy across Danaher’s diagnostic platform businesses. Also, during this period, she served at various times as Interim Chief Medical Officer for certain subsidiaries of Danaher Corporation. From 2015 to 2019, she served as Vice President, Global Patient Centered Outcomes and Solutions at Sanofi, Inc. (NASDAQ:SNY). At Sanofi, Dr. Egbuonu-Davis created patient programs, services and tools to enhance adherence and health outcomes in patients with chronic conditions. Prior to Sanofi, Dr. Egbuonu-Davis co-founded and served as director for ROI Squared, LLC, a privately held life science company focused on diagnostic medical devices, and served as managing director for LED Enterprise, LLC, where she advised biopharmaceutical companies and trade associations on health care reform, technology assessment, quality metrics and incentives and implications for research and services. She also served in senior advisor roles for Avalere Health and Booz Allen Hamilton. She previously served for 13 years in various roles at Pfizer, Inc. (NYSE:PFE), where she led clinical and outcomes research departments, supported product value assessments in support of reimbursement and adoption and influenced product investment and development decisions. Dr. Egbuonu-Davis currently serves on the Johns Hopkins Medicine Board of Trustees and the National Advisory Council for the Johns Hopkins University School of Education. In March 2023, she joined the Board of Avanos Medical, Inc. (NYSE:AVNS), a medical device company where she serves as a member of the governance committee and chair of the compliance committee. In 2023, she joined the Board of Phreesia, Inc. (NYSE: PHR), a publicly traded medical software company focusing on patient intake, payment processing and patient activation, where she serves on the governance committee. | | expertise Dr. Egbuonu-Davis brings to the Board broad strategic and operational experience in pharmaceuticals, public health and consulting, including expertise in the development and implementation of research, commercialization, and investment strategies, for a variety of patient populations in addition to her medical and public health expertise. | OTHER PUBLIC BOARDS ● Avanos Medical, Inc. (NYSE:AVNS) (2023-present) ● Phreesia, Inc. (NYSE:PHR) (2023-present) |

  4. Director Nominees

    | Barbara B. Hill | | | INDEPENDENT AGE: 72 DIRECTOR SINCE: 2013 | business experience Ms. Hill is currently an Operating Partner of NexPhase Capital (formerly Moelis Capital Partners), a private equity firm, where she focuses on healthcare-related investments and providing strategic and operating support for NexPhase's healthcare portfolio companies. She began as an Operating Partner of Moelis Capital Partners in March 2011. From March 2006 to September 2010, Ms. Hill served as Chief Executive Officer and a director of ValueOptions, Inc., a managed behavioral health company, and FHC Health Systems, Inc., its parent company. Prior to that, from August 2004 to March 2006, she served as Chairman and Chief Executive Officer of Woodhaven Health Services, an institutional pharmacy company. In addition, from 2002 to 2003, Ms. Hill served as President and a director of Express Scripts, Inc. (NASDAQ:ESRX), a pharmacy benefits management company. In previous positions, Ms. Hill was responsible for operations nationally for Cigna HealthCare and also served as the CEO of health plans owned by Prudential, Aetna and the Johns Hopkins Health System. She was also active with the boards or committees of the Association of Health Insurance Plans and other health insurance industry groups. Since 2013, she has served as a board member of Integra LifeSciences Holdings Corporation (NASDAQ:IART), a medical device and technology company, where she is lead director. She previously served as a board member of Owens & Minor (NYSE:OMI), a healthcare distribution company, from 2017 to August 2019; St. Jude Medical Corporation, a medical device company, from 2007 to January 2017, until its sale to Abbott Labs, and Revera Inc., a Canadian company operating over 500 senior facilities throughout Canada, Great Britain and the U.S., from 2010 to March 2017. | | expertise Ms. Hill brings to the Board years of experience in operating and serving as a director of healthcare-related companies. | OTHER PUBLIC BOARDS ● Integra LifeSciences Holdings Corporation (NASDAQ:IART) (2013–present) ● Owens & Minor, Inc. (NYSE:OMI) (2017-2019) |

  5. Director Nominees

    | Kevin J. Jacobs | | | INDEPENDENT AGE: 52 DIRECTOR SINCE: 2020 | business experience Mr. Jacobs is Chief Financial Officer and President, Global Development for Hilton Worldwide Holdings, Inc. (“Hilton”) (NYSE:HLT), and leads the company's finance, real estate, development and architecture and construction functions globally. Mr. Jacobs joined the company in 2008 as Senior Vice President, Corporate Strategy; was elected Treasurer in 2009; was appointed Executive Vice President & Chief of Staff in 2012; assumed the role of Chief Financial Officer in 2013; and added the role of President, Global Development in 2020. Prior to Hilton, Mr. Jacobs was Senior Vice President, Mergers & Acquisitions and Treasurer of Fairmont Raffles Hotels International. Prior to Fairmont Raffles, Mr. Jacobs spent seven years with Host Hotels & Resorts, ultimately serving as Vice President, Corporate Strategy & Investor Relations. Prior to Host, Mr. Jacobs had various roles in the Hospitality Consulting Practice of Pricewaterhouse Coopers (“PwC”) and the Hospitality Valuation Group of Cushman & Wakefield. He is also a Trustee of Cornell University and a member of the Dean’s Advisory Board of the Cornell University School of Hotel Administration; is Chair of the Board of Directors of Goodwill of Greater Washington. He also serves as the Immediate Past Chair and an Executive Board Member of the American Hotel & Lodging Association. | | expertise Mr. Jacobs brings to the Board significant experience managing both private and public companies in the hospitality and real estate industries, including REITs; knowledge of financial reporting and other regulatory matters; and significant capital markets, real estate investment and management/operational experience. | | | C. TAYLOR PICKETT | | | NON-INDEPENDENT AGE: 63 DIRECTOR SINCE: 2002 | business experience Mr. Pickett has served as Chief Executive Officer of the Company since 2001 and as Director of the Company since May 2002. Mr. Pickett has also served as a member of the board of trustees of COPT Defense Properties (NYSE:CDP), an office REIT focusing on U.S. government agencies and defense contractors, since November 2013. In this capacity, Mr. Pickett acts as Chair of the Compensation Committee and is a member of the Investment Committee. From 1998 to June 2001, Mr. Pickett served as Executive Vice President and Chief Financial Officer of Integrated Health Services, Inc. (NYSE:IHS). From 1993 to 1998, Mr. Picket served as a member of the senior management team of IHS in a variety of positions. Prior to joining IHS, Mr. Pickett held various positions at PHH Corporation and KPMG Peat Marwick. | | expertise As Chief Executive Officer of the Company, Mr. Pickett brings to the Board a depth of understanding of our business and operations, as well as financial expertise in long-term healthcare services, mergers and acquisitions. | OTHER PUBLIC BOARDS ● COPT Defense Properties (NYSE:CDP) (2013–present) |

  6. Director Nominees

    | STEPHEN D. PLAVIN | | | INDEPENDENT AGE: 65 DIRECTOR SINCE: 2000 | business experience Since December 2012, Mr. Plavin has been a Senior Managing Director of the Blackstone Group. Mr. Plavin currently oversees Blackstone’s commercial real estate lending and debt investing activities in Europe. Previously, from when he joined Blackstone until June 2021, Mr. Plavin was the Chief Executive Officer and a Director of Blackstone Mortgage Trust, Inc. (NYSE:BXMT), an NYSE- listed commercial mortgage REIT that is managed by Blackstone. Prior to joining Blackstone, Mr. Plavin served as CEO of Capital Trust, Inc. (predecessor of Blackstone Mortgage Trust), since 2009. From 1998 until 2009, Mr. Plavin was Chief Operating Officer of Capital Trust and was responsible for all of the lending, investing and portfolio management activities of Capital Trust, Inc. Prior to that time, Mr. Plavin was employed for 14 years with Chase Manhattan Bank and its securities affiliate, Chase Securities Inc. Mr. Plavin held various positions within the real estate finance unit of Chase, and its predecessor, Chemical Bank, and in 1997 he became co-head of global real estate for Chase. From 2009 until its sale in 2017, Mr. Plavin was also the Non-executive Chairman of the Board of Directors of WCI Communities, Inc. (post 2013 IPO, NYSE: WCIC), a developer of residential communities. WCI was purchased by Lennar Corporation (NYSE:LEN and LEN.B) in February 2017. | | expertise Mr. Plavin brings to the Board management experience in the commercial real estate lending, banking and mortgage REIT sectors, experience in capital market transactions, and experience as a public company CEO along with significant related oversight experience. | OTHER PUBLIC BOARDS ● Capital Trust, Inc. (NYSE:CT) (2009-2013) ● Blackstone Mortgage Trust (NYSE:BXMT) (2013-2021) ● WCI Communities, Inc. (post-2013 IPO, NYSE:WCIC) (2013-2017) | | BURKE W. WHITMAN | | | INDEPENDENT AGE: 69 DIRECTOR SINCE: 2018 | business experience Since 2019, Mr. Whitman has served as CEO of Colmar Holdings LLC (a private company) and member of the Board of Directors of Amicus Therapeutics, Inc. (NASDAQ:FOLD) (Audit & Compliance Committee; Nominating & Governance Committee). Previously Mr. Whitman served in business and the military concurrently. In the military, he served as an infantry, recon, and general officer of the U.S. Marine Corps from 1985 to 2019, including 14 years on active duty during which he commanded at every level, led multiple combat deployments, and served as a commanding general. In business, he served as CEO, Board Director and initially COO of Health Management Associates, Inc. (then NYSE:HMA) from 2005 to 2008; CFO of Triad Hospitals, Inc. (then NYSE:TRI) from 1998 to 2005; and President and Board Director of Deerfield Healthcare (then a private company) from 1994 to 1998. He serves on the Boards of Directors of the Marine Corps Heritage Foundation (Vice Chair) and Buckhead Coalition (Executive Committee), and on the corporation board of Nashotah Theological Seminary; previously, he served on the Boards of Directors of the Toys for Tots Foundation (Chair, Investment Committee) and Federation of American Hospitals (Chair, Audit Committee), the Board of Trustees of the Lovett School (now a lifetime trustee), and the Reserve Forces Policy Board (advisor to the US Secretary of Defense). | | expertise Mr. Whitman brings to the Board corporate and military leadership experience, including executive and financial leadership in the healthcare sector. | OTHER PUBLIC BOARDS ● Amicus Therapeutics, Inc. (NASDAQ:FOLD) (2019-present) ● Health Management Associates, Inc. (NYSE:HMA) (2005–2008) |

  7. Director Nominees

    Stock Ownership Information The following table sets forth information regarding the beneficial ownership of our common stock as of April 9, 2025 for:

  8. Director Nominees

    | ● | each of our directors and the executive officers appearing in the table under “Executive Compensation Tables and Related Information, Summary Compensation Table” included elsewhere in this Proxy Statement; and |

  9. Director Nominees

    | ● | all persons known to us to be the beneficial owner of more than 5% of our outstanding common stock. |

  10. Director Nominees

    Beneficial ownership of our common stock, for purposes of this Proxy Statement, includes shares of our common stock as to which a person has voting and/or investment power, or the right to acquire such power within 60 days of April 9, 2025. Except for shares of restricted stock and unvested units as to which the holder does not have investment power until vesting or as otherwise indicated in the footnotes, the persons named in the table have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them, subject to community property laws where applicable. The “Common Stock Beneficially Owned” columns do not include unvested time-based restricted stock units (“RSUs”), unvested performance-based restricted stock units (“PRSUs”) and deferred stock units under our Deferred Compensation Plan (except to the extent such units vest or the applicable deferral period expires within 60 days of April 9, 2025) or common stock issuable in respect of operating partnership units (“OP Units”) or profits interests in OHI Healthcare Properties Limited Partnership (“Omega OP”). Accordingly, we have provided supplemental information regarding deferred stock units, unvested RSUs, OP Units and earned but not yet vested PRSUs and profits interests in Omega OP (“Profits Interest Units”) under the caption “Other Common Stock Equivalents.” For information regarding unearned, unvested PRSUs and Profits Interest Units for performance periods not yet completed, see “Outstanding Equity Awards at Fiscal Year End” below. The business address of the directors and executive officers is 303 International Circle, Suite 200, Hunt Valley, Maryland 21030. As of April 9, 2025, there were 287,147,508 shares of common stock outstanding and no preferred stock outstanding, as well as 10,959,315 common stock equivalents (including OP Units) outstanding, as defined in the table below.

  11. Director Nominees

    | | Common Stock | | | | | | | | | Beneficially Owned | | Other Common Stock Equivalents | | | | | | | | | | | | Operating | Percent of Class | | | Number | Percentage | Unvested | Vested Profits | Deferred | Partnership | Including Common | | Beneficial Owner | of Shares | of Class | Units(1) | Interest Units(2) | Stock Units(3) | Units(4) | Stock Equivalents(5) | | Kapila K. Anand | 14,676 | * | — | — | 35,599 | — | * | | Daniel J. Booth (6) | 128,685 | * | 291,548 | — | — | 403,010 | 0.3% | | Craig R. Callen | 59,162 | * | — | — | 64,427 | 63,047 | 0.1% | | Dr. Lisa C. Egbuonu-Davis | 16,766(7) | * | — | — | — | — | * | | Barbara B. Hill | 31,310 | * | — | — | — | 41,994 | * | | Kevin J. Jacobs | 33,696(8) | * | — | — | — | — | * | | Gail D. Makode | 1,142 | * | 114,763 | — | — | 117,610 | 0.1% | | C. Taylor Pickett | 4,100 | * | 572,046 | — | 575,539 | 888,588(9) | 0.7% | | Stephen D. Plavin | 94,753(10) | * | — | — | — | 18,791 | * | | Robert O. Stephenson | 183,076 | * | 238,994 | — | — | 492,432 | 0.3% | | Burke W. Whitman | 39,765(7) | * | — | — | — | — | * | | Directors, director nominee and current executive officers as a group (11 persons) | 607,131 | 0.2% | 1,217,351 | — | 675,565 | 2,025,472 | 1.5% | | 5% Beneficial Owners: (11) | | | | | | | | | BlackRock, Inc. | 34,524,557(12) | 12.0% | | | | | 11.6% | | Cohen & Steers, Inc. | 26,659,292(13) | 9.3% | — | | — | — | 8.9% |

  12. Director Nominees

    * Less than 0.10%

  13. Director Nominees

    | (1) Includes RSUs and earned but unvested PRSUs and Profits Interest Units that in each case vest more than 60 days from April 9, 2025, subject to continued employment. RSUs and time-based Profits Interest Units held by executive officers are subject to additional vesting in connection with a Qualifying Termination or Retirement. Earned but not yet vested PRSUs and performance-based Profits Interest Units held by the executive officers vest quarterly in the year following the end of the applicable performance period subject to continued employment, except in the case of a Qualifying Termination, Retirement or change in control in which case they are also subject to vesting. Each unit represents the right to receive one share of common stock. See “Outstanding Equity Awards at Fiscal Year End.” Unvested Profits Interest Units held by the directors other than Mr. Pickett vest upon completion of the current one-year term, subject to accelerated vesting in connection with death, disability of change in control. |

  14. Director Nominees

    | (2) Includes earned but unvested Profits Interest Units that are scheduled to vest within 60 days from April 9, 2025, subject to continued service, but which can be converted to OP units if certain tax-related conditions are met. |

  15. Director Nominees

    | (3) Deferred stock units representing the deferral of vested equity awards pursuant to the Company’s Deferred Stock Plan. Includes deferred stock units associated with RSUs and PRSUs vesting within 60 days which the holder has elected to defer. The deferred stock units will not be converted until the date or event specified in the applicable deferred stock agreement. See “Nonqualified Deferred Compensation.” |

  16. Director Nominees

    | (4) OP Units are redeemable at the election of the holder for cash equal to the value of one share of our common stock priced at the average closing price for the 10-day trading period ending on the date of the holder’s notice of election to redeem the OP Units, subject to the Company’s right to apply an administrative charge of up to 1% of the cash amount otherwise payable upon a redemption, as well as the Company’s election to exchange the OP Units tendered for redemption for shares of Omega common stock on a one-for-one basis, in each case subject to adjustment. |

  17. Director Nominees

    | (5) Percent of class reflects 287,147,508 shares of common stock outstanding as of April 9, 2025, plus a total of 10,959,315 common stock equivalents, consisting of 1,684,850 unvested RSUs and Profits Interest Units, 675,565 deferred stock units, approximately 8,598,900 OP Units. |

  18. Director Nominees

    | (6) Mr. Booth’s employment terminated effective January 2, 2025. |

  19. Director Nominees

    | (7) Includes 4,605 shares of restricted stock, subject to forfeiture until vested. |

  20. Director Nominees

    | (8) Includes 7,522 shares of restricted stock, subject to forfeiture until vested. |

  21. Director Nominees

    | (9) Excludes 225,000 OP Units that Mr. Pickett gifted an irrevocable trust for the benefit of his spouse and son on September 3, 2021, over which Mr. Pickett has no voting power. |

  22. Director Nominees

    | (10) Includes 34,306 shares of common stock that are held by a limited liability company, of which Mr. Plavin is the manager. |

  23. Director Nominees

    | (11) Except as otherwise indicated below, information regarding 5% beneficial owners is based on information reported on Schedule 13G filings by the beneficial owners indicated with respect to the common stock of Omega. |

  24. Director Nominees

    | (12) Based on a Schedule 13G/A filed with the SEC on February 5, 2025 by BlackRock, Inc., including on behalf of certain subsidiaries. BlackRock, Inc. is located at 50 Hudson Yards, New York, NY 10001. BlackRock, Inc. has sole voting power with respect to 32,722,487 of the shares and sole dispositive power with respect to 34,524,557 of the shares. |

  25. Director Nominees

    | (13) Based on a Schedule 13G/A filed with the SEC on February 13, 2025, by Cohen & Steers, Inc., including on behalf of certain subsidiaries. Cohen & Steers, Inc. is located at 1166 Avenue of the Americas, 30th Floor, New York City, New York, 10036. Cohen & Steers, Inc. has sole voting power with respect to 20,243,012 of the shares and sole dispositive power with respect to 26,659,292 of the shares. |

  26. Director Nominees

    Board Committees and Corporate Governance

  27. Identification of Director Nominees and Board Diversity

    Identification of Director Nominees and Board Diversity The process for identifying and evaluating nominees to the Board is initiated by identifying candidates who meet the criteria for selection as a nominee and have the specific qualities or skills being sought based on input from members of the Board of Directors and, if the Nominating and Corporate Governance Committee deems appropriate, a third-party search firm. Nominees for director are selected based on their depth and breadth of experience, industry experience, financial background, integrity, ability to make independent analytical inquiries and willingness to devote adequate time to director duties, among other criteria. In addition, the Nominating and Corporate Governance Committee endeavors to identify nominees that possess diverse educational backgrounds, business experiences and life skills, as well as diverse gender, racial, sexual orientation, national origin and ethnic characteristics.

  28. Identification of Director Nominees and Board Diversity

    | OVERALL BOARD DIVERSITY | | GENDER (percent of female board members) | TENURE (average years per board member) | AGE (average age per board member) | | 3 Women 2 Non-White Members | 38% Diverse | | | |

  29. Identification of Director Nominees and Board Diversity

    38% of our Board nominees are women, and two nominees bring racial diversity to our Board. Also, the director nominees range in age from 52 to 72 with the average age being 66. Four of our Board members were first elected to our Board in or after 2018. The Nominating and Corporate Governance Committee does not assign specific weight to any particular criteria; the goal is to identify nominees that, considered as a group, will possess an effective mix of backgrounds, talents, knowledge, skill sets and characteristics necessary for the Board of Directors to fulfill its responsibilities. The table below provides a summary of certain of these collective competencies and attributes of the Board nominees. The lack of an indicator for a particular nominee does not mean that the director does not possess that skill or experience, as we look to each director to be knowledgeable in all of these areas. Rather, the indicator represents that the item is a core competency that the director brings to the Board.

  30. Identification of Director Nominees and Board Diversity

    | Summary of Board Skills | | | | | | | | | | | | | | | Anand | Callen | Egbuonu-Davis | Hill | Jacobs | Pickett | Plavin | Whitman | Total | Percentage (1) | | Skills / Experience | Leadership | ● | ● | ● | ● | ● | ● | ● | ● | 8 | 100% | | | Accounting | ● | ● | | | ● | ● | ● | ● | 6 | 75% | | | Real Estate | ● | ● | | | ● | ● | ● | ● | 6 | 75% | | | Health Care | ● | ● | ● | ● | | ● | | ● | 6 | 75% | | | Sitting Executive | | | | | ● | ● | ● | | 3 | 38% | | | Investment | ● | ● | | ● | ● | ● | ● | ● | 7 | 88% | | | Cybersecurity | ● | | | ● | ● | | | ● | 4 | 50% | | | Corporate Sustainability | ● | ● | ● | ● | | | | ● | 5 | 63% | | | Legal/Regulatory | | | ● | ● | | ● | ● | ● | 5 | 63% | | | Human Capital Management | ● | ● | ● | ● | | ● | ● | ● | 7 | 88% | | Attributes | Racial Diversity: | | | | | | | | | | | | | African American | | | ● | | | | | | 1 | 13% | | | Asian/Pacific Islander | ● | | | | | | | | 1 | 13% | | | White/Caucasian | | ● | | ● | ● | ● | ● | ● | 6 | 75% | | | Hispanic/Latino | | | | | | | | | | | | | Native American | | | | | | | | | | | | | Other | | | | | | | | | | | | | Gender Diversity: | | | | | | | | | | | | | Male | | ● | | | ● | ● | ● | ● | 5 | 63% | | | Female | ● | | ● | ● | | | | | 3 | 38% | | | Other | | | | | | | | | | | | | Independence: | | | | | | | | | | | | | Independent Director | ● | ● | ● | ● | ● | | ● | ● | 7 | 88% | | | Non-Independent Director | | | | | | ● | | | 1 | 13% | | | Military Status: | | | | | | | | | | | | | Veteran | | | | | | | | ● | 1 | 13% | | | Non-Veteran | ● | ● | ● | ● | ● | ● | ● | | 7 | 88% |

  31. Identification of Director Nominees and Board Diversity

    | (1) Percentages have been rounded to the closest whole number. |

  32. Identification of Director Nominees and Board Diversity

    Our directors have a wide range of additional skills and experience not mentioned above, which they bring to their roles as directors to Omega’s benefit, including experience in the financial services industry, corporate governance and nonprofit leadership areas. The term “Sitting Executive” above refers to a director’s current position in an executive role for a publicly-traded company or its subsidiary. Racial and gender diversity attributes are based on self-identified attributes of our directors. Expertise in cybersecurity, corporate sustainability, legal/regulatory and human capital management reflect a director’s belief that they have overseen or otherwise developed expertise in such areas. Our directors’ skills and experience are further described in their biographies above. The Nominating and Corporate Governance Committee will consider written proposals from stockholders for nominees as director. Any such nomination should be submitted to the Nominating and Corporate Governance Committee through our Secretary in accordance with the procedures and time frames described in our Bylaws.

  33. Long-Term Equity Incentives for Three-Year Period commencing January 1, 2024

    | (1) Value of the award is based on the value included in the Grants of Plan-Based Awards table in this Proxy Statement. |

  34. Summary Compensation Table

    Summary Compensation Table

  35. Summary Compensation Table

    | | | | | | | Non-Equity | | | | | | | | Stock | Option | Incentive Plan | All Other | | | | Salary | | Bonus | Awards | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($) | ($)(1) | ($)(2) | ($) | ($)(3) | ($)(4) | ($) | | (A) | (B) | (C) | (D) | (E) | (F) | (G) | (I) | (J) | | C. Taylor Pickett | 2024 | 930,000 | 498,000 | 10,815,000 | — | 1,302,000 | 6,267 | 13,551,267 | | Chief Executive Officer | 2023 | 895,000 | 428,441 | 9,972,490 | — | 846,559 | 6,283 | 12,148,773 | | | 2022 | 873,000 | 412,723 | 9,151,997 | — | 537,277 | 26,111 | 11,001,108 | | Daniel J. Booth (5) | 2024 | 602,000 | — | 4,687,000 | — | — | 29,017 | 5,318,017 | | Former Chief Operating Officer | 2023 | 579,000 | 181,514 | 4,505,981 | — | 318,486 | 27,983 | 5,612,964 | | | 2022 | 565,000 | 178,902 | 4,243,998 | — | 211,098 | 26,111 | 5,225,109 | | Robert O. Stephenson | 2024 | 577,000 | 190,125 | 4,310,497 | — | 504,875 | 29,017 | 5,611,514 | | Chief Financial Officer | 2023 | 555,000 | 179,715 | 4,144,497 | — | 305,285 | 27,983 | 5,212,480 | | | 2022 | 541,000 | 182,869 | 3,895,991 | — | 202,131 | 26,111 | 4,848,102 | | Gail D. Makode | 2024 | 493,000 | 163,625 | 2,340,500 | — | 431,375 | 27,867 | 3,456,367 | | Chief Legal Officer | 2023 | 474,000 | 154,271 | 2,140,999 | — | 260,729 | 22,500 | 3,052,499 | | | 2022 | 462,000 | 147,385 | 1,759,997 | — | 172,615 | 20,500 | 2,562,497 |

  36. Summary Compensation Table

    | (1) Bonuses are reported for the year earned, whether or not paid before year end. Reflects the subjective component of annual cash bonus program payments. See “Compensation Discussion and Analysis — Our Compensation Decisions and Results for 2024 — 2024 Annual Cash Incentive Opportunities.” |

  37. Summary Compensation Table

    | (2) Represents the fair value for accounting purposes as of the date of grant (excluding the effect of estimated forfeitures). In the case of PRSUs and performance-based Profits Interest Units, the fair value of as of the grant date is based on the probable outcome of the performance conditions determined as of the date of grant computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. However, while the fair value of the PRSUs and performance-based Profits Interest Units as of the grant date includes the value of the awards that could be earned at the high level of performance, performance-based awards are not earned and paid out at the high level unless the high level of performance is in fact achieved. Equity compensation awards are granted by the Compensation Committee to the NEOs under the Company’s equity compensation plan, and the amount of PRSU and performance-based Profits Interest Units awards are assessed by the Compensation Committee for comparability relative to the Company’s peer group of companies, based on the assumption that the awards are earned at the target level of performance. See Note 19 — “Stock-Based Compensation” in the Omega Annual Report on Form 10-K for the year ended December 31, 2024 for a detailed description of the assumptions that were used in determining the dollar amounts recognized for financial statement reporting purposes of equity awards. |

  38. Summary Compensation Table

    | (3) Bonuses are reported for the year earned, whether or not paid before year end. Represents the objective performance components (FAD per share, tenant quality and leverage), described for 2024 under “Compensation Discussion and Analysis — Compensation Decisions and Results for 2024 — 2024 Annual Cash Incentive Opportunities.” |

  39. Summary Compensation Table

    | (4) “All Other Compensation” reflects 401(k) matching contributions and healthcare premiums. |

  40. Summary Compensation Table

    | (5) Mr. Booth’s employment terminated effective January 2, 2025, and he was accordingly not awarded an Annual Cash Bonus for 2024. |

  41. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table contains information relating to the plan-based award grants made in 2024 to our NEOs and is intended to supplement the 2024 Summary Compensation Table above.

  42. Grants of Plan-Based Awards

    | | | | | | | | | | Grant Date | | | | | Estimated Future Payouts | | | Estimated Future Payouts | | | Fair Value | | | Date of | | Under Non-Equity Incentive | | | Under Equity Incentive | | | of Stock | | | Compensation | | Plan Awards | | | Plan Awards | | | and Option | | Name | Committee | Grant | Threshold | Target | High | Threshold | Target | High | Awards | | Grant Type | Action | Date | ($) | ($) | ($) | (#) | (#) | (#) | ($)(1) | | C. Taylor Pickett: | | | | | | | | | | | Annual Cash Bonus | | | | | | | | | | | (Objective Metrics)(2) | 12/4/2023 | 1/1/2024 | 651,000 | 813,750 | 1,302,000 | — | — | — | — | | Time-based Units(3) | 12/4/2023 | 1/1/2024 | — | — | — | — | — | — | 2,163,014 | | Relative TSR-based Units(4) | 12/4/2023 | 1/1/2024 | — | — | — | 16,359 | 107,248 | 329,804 | 4,758,597 | | Absolute TSR-based Units(5) | 12/4/2023 | 1/1/2024 | — | — | — | 17,672 | 111,086 | 320,958 | 3,893,389 | | Daniel J. Booth(6): | | | | | | | | | | | Annual Cash Bonus | | | | | | | | | | | (Objective Metrics)(2) | 12/4/2023 | 1/1/2024 | — | — | — | — | — | — | — | | Time-based Units(3) | 12/4/2023 | 1/1/2024 | — | — | — | — | — | — | 937,392 | | Relative TSR-based Units(4) | 12/4/2023 | 1/1/2024 | — | — | — | 7,090 | 46,479 | 142,931 | 2,062,289 | | Absolute TSR-based Units(5) | 12/4/2023 | 1/1/2024 | — | — | — | 7,658 | 48,142 | 139,097 | 1,687,319 | | Robert O. Stephenson: | | | | | | | | | | | Annual Cash Bonus | | | | | | | | | | | (Objective Metrics)(2) | 12/4/2023 | 1/1/2024 | 201,950 | 302,925 | 504,875 | — | — | — | — | | Time-based Units(3) | 12/4/2023 | 1/1/2024 | — | — | — | — | — | — | 862,103 | | Relative TSR-based Units(4) | 12/4/2023 | 1/1/2024 | — | — | — | 6,520 | 42,746 | 131,450 | 1,896,634 | | Absolute TSR-based Units(5) | 12/4/2023 | 1/1/2024 | — | — | — | 7,043 | 44,274 | 127,922 | 1,551,760 | | Gail D. Makode: | | | | | | | | | | | Annual Cash Bonus | | | | | | | | | | | (Objective Metrics)(2) | 12/4/2023 | 1/1/2024 | 172,550 | 258,825 | 431,375 | — | — | — | — | | Time-based Units(3) | 12/4/2023 | 1/1/2024 | — | — | — | — | — | — | 468,103 | | Relative TSR-based Units(4) | 12/4/2023 | 1/1/2024 | — | — | — | 3,540 | 23,210 | 71,374 | 1,029,823 | | Absolute TSR-based Units(5) | 12/4/2023 | 1/1/2024 | — | — | — | 3,824 | 24,040 | 69,459 | 842,574 |

  43. Grants of Plan-Based Awards

    | (1) Represents the fair value for accounting purposes as of the applicable grant date. See the Stock Awards Vested for 2024 table below for information regarding amounts earned with respect to awards that vested in 2024. |

  44. Grants of Plan-Based Awards

    | (2) Reflects the range of bonus payments that were possible as of the grant date under the objective metric components of Omega’s annual cash incentive program for 2024. Bonus payments earned and paid based on actual performance under the objective metric components for 2024 are set forth under the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. For more information regarding annual bonus opportunities including the subjective component, see “Compensation Discussion and Analysis — Our Compensation Decisions and Results for 2024 — 2024 Annual Cash Incentive Opportunities.” |

  45. Grants of Plan-Based Awards

    | (3) Represents either RSUs or Profits Interest Units based on the officer’s election, in either case vesting on December 31, 2026 subject to continued employment on the vesting date except in the case of a Qualifying Termination not in connection with a change in control, in which case one-third of the units vest for each year or partial year worked in the three-year period (subject to the officer’s compliance with certain restrictive covenants), or Qualifying Termination in connection with a change in control, in which case the units fully vest. Dividend equivalents accrue on the RSUs, and distributions accrue on the Profits Interest Units and will be paid currently on unvested and vested units. See “Compensation Discussion and Analysis — Our Compensation Decisions and Results for 2024 — Long-Term Equity Incentives for Three-Year Period commencing January 1, 2024.” |

  46. Grants of Plan-Based Awards

    | (4) Represents either PRSUs or Profits Interest Units based on the officer’s election. Reflects the range of value that may be earned by each executive officer, based on the level of performance over the performance period. The actual number of units that will be earned depends on the level of Relative TSR over the three-year performance period ending December 31, 2026 (unless a change in control occurs before that date). Vesting occurs in four equal quarterly installments in 2027, subject to continued employment on the vesting date, except in the case of a Qualifying Termination or Retirement (subject to the officer’s compliance with certain restrictive covenants) or a change in control. If the Qualifying Termination, Retirement or change in control occurs during 2027, the previously earned units immediately vest. If the Qualifying Termination or Retirement occurs during the performance period and is not in connection with a change in control, the number of units earned will be determined at the end of the performance period and vesting will be prorated based on days elapsed through the date of the Qualifying Termination or Retirement. If the change in control occurs during the performance period, the performance period will end on the date of the change in control. In such case, if the executive officer is employed on the date of the change in control or has a Qualifying Termination or Retirement within 60 days before the change in control, depending on the level of Relative TSR as of the date of the change in control, all, a portion or none of the units will be earned and vested on the date of the change in control. Dividend equivalents accrue on PRSUs that subsequently are earned. Accrued dividend equivalents are only payable if and to the extent the PRSUs are earned. Each unvested and unearned Profits Interest Unit entitles the holder to receive distributions equal to (i) 10% of the regular periodic distributions per OP Unit paid by Omega OP to OP Unit holders and a corresponding percentage allocation of Net Income and Net Loss attributable to the regular periodic distributions per OP Unit and (ii) 0% of the special distributions and other distributions not made in the ordinary course per OP Unit paid by Omega OP to OP Unit holders and a corresponding 0% allocation of Net Income and Net Loss attributable to the special distributions and other distributions per OP Unit not made in the ordinary course. Each earned Profits Interest Unit entitles the holder to receive a distribution (and a corresponding allocation of Net Income and Net Loss per earned Profits Interest Unit) equal to the excess of: (i) the amount of distributions from Omega OP that would have been paid per Profits Interest Unit if the Profits Interest Unit had been an OP Unit on January 1, 2024 over (ii) the Interim Distribution per Profits Interest Unit. In addition, each earned Profits Interest Unit entitles the holder to receive distributions and allocations of Net Income and Net Loss that accrues following the date that the Profits Interest Units become an earned Profits Interest Unit pursuant to the partnership agreement of Omega OP determined without regard to the adjustments described above. See “Compensation Discussion and Analysis — Components of Our Executive Compensation Program — Long-Term Equity Incentives for Three-Year Period commencing January 1, 2024.” |

  47. Grants of Plan-Based Awards

    | (5) Represents either PRSUs or Profits Interest Units based on the officer’s election. Reflects the range of value that may be earned by each executive officer, based on the level of performance over the performance period. The actual number of units that will be earned depends on the level of Absolute TSR over the three-year performance period ending December 31, 2026 (unless a change in control occurs before that date). See Footnote 4 above for a description of other terms. |

  48. Grants of Plan-Based Awards

    | (6) Mr. Booth’s employment terminated effective January 2, 2025, and he was paid cash severance amounts pursuant to his Employment Agreement (and subject to the terms thereof). In addition, he is eligible to vest in his outstanding equity awards on a prorated basis through January 1, 2026, pursuant and subject to the terms of such awards, his Transition Agreement and Release and his Employment Agreement. |

  49. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2024. Since the information is set forth as of December 31, 2024, it does not include equity awards that vested or forfeited as of December 31, 2024 or awards granted in 2025. There are no options outstanding.

  50. Outstanding Equity Awards at Fiscal Year End

    | | | | | Equity | | | | | | | Incentive | Equity Incentive | | | | Number of | Market Value | Plan Awards: | Plan Awards: | | | | Units of | of Units | Number of | Market or Payout | | | | Stock That | of Stock | Unearned | Value of Unearned | | | | Have Not | That Have | Units That | Units That | | | | Vested | Not Vested | Have Not Vested | Have Not Vested | | Name | | (#) | ($)(1) | (#) | ($)(1) | | C. Taylor Pickett | 2022-2024 Absolute TSR-based Units(2) | 241,837 | 10,903,463 | — | — | | | 2022-2024 Relative TSR-based Units(3) | 250,489 | 11,293,547 | — | — | | | 2023-2025 Time-based Units(4) | 71,770 | 2,716,495 | — | — | | | 2023-2025 Absolute TSR-based Units(5) | — | — | 276,902 | 11,816,516 | | | 2023-2025 Relative TSR-based Units(6) | — | — | 314,467 | 13,419,565 | | | 2024-2026 Time-based Units(7) | 71,105 | 2,691,324 | — | — | | | 2024-2026 Absolute TSR-based Units(8) | — | — | 320,958 | 12,922,411 | | | 2024-2026 Relative TSR-based Units(9) | — | — | 329,804 | 13,278,569 | | Daniel J. Booth(10) | 2022-2024 Absolute TSR-based Units(2) | 112,145 | 5,056,169 | — | — | | | 2022-2024 Relative TSR-based Units(3) | 116,159 | 5,237,145 | — | — | | | 2023-2025 Time-based Units(4) | 32,429 | 1,227,438 | — | — | | | 2023-2025 Absolute TSR-based Units(5) | — | — | 125,117 | 5,339,243 | | | 2023-2025 Relative TSR-based Units(6) | — | — | 142,087 | 6,063,421 | | | 2024-2026 Time-based Units(7) | 30,815 | 1,166,348 | — | — | | | 2024-2026 Absolute TSR-based Units(8) | — | — | 139,097 | 5,600,323 | | | 2024-2026 Relative TSR-based Units(9) | — | — | 142,931 | 5,754,688 | | Robert O. Stephenson | 2022-2024 Absolute TSR-based Units(2) | 102,950 | 4,641,604 | — | — | | | 2022-2024 Relative TSR-based Units(3) | 106,633 | 4,807,655 | — | — | | | 2023-2025 Time-based Units(4) | 29,827 | 1,128,952 | — | — | | | 2023-2025 Absolute TSR-based Units(5) | — | — | 115,078 | 4,910,839 | | | 2023-2025 Relative TSR-based Units(6) | — | — | 130,691 | 5,577,108 | | | 2024-2026 Time-based Units(7) | 28,340 | 1,072,669 | — | — | | | 2024-2026 Absolute TSR-based Units(8) | — | — | 127,922 | 5,150,396 | | | 2024-2026 Relative TSR-based Units(9) | — | — | 131,450 | 5,292,440 | | Gail D. Makode | 2022-2024 Absolute TSR-based Units(2) | 46,508 | 2,096,860 | — | — | | | 2022-2024 Relative TSR-based Units(3) | 48,169 | 2,171,748 | — | — | | | 2023-2025 Time-based Units(4) | 15,408 | 583,193 | — | — | | | 2023-2025 Absolute TSR-based Units(5) | — | — | 59,449 | 2,536,927 | | | 2023-2025 Relative TSR-based Units(6) | — | — | 67,513 | 2,881,050 | | | 2024-2026 Time-based Units(7) | 15,388 | 582,436 | — | — | | | 2024-2026 Absolute TSR-based Units(8) | — | — | 69,459 | 2,796,558 | | | 2024-2026 Relative TSR-based Units(9) | — | — | 71,374 | 2,873,660 |

  51. Outstanding Equity Awards at Fiscal Year End

    | (1) Based on the closing price of our common stock as of December 31, 2024 of $37.85 per share. |

  52. Outstanding Equity Awards at Fiscal Year End

    | (2) Represents Profits Interest Units earned (but not vested at December 31, 2024) based on the Relative TSR performance for the three-year performance period ended December 31, 2024. The number of Profits Interest Units earned for the performance period is based on the level of Relative TSR achieved over the applicable performance period. The earned Profits Interest Units vest quarterly in 2025, subject to the executive officer’s continued employment on the vesting date, except in the case of a Retirement or Qualifying Termination (subject to the officer’s compliance with certain restrictive covenants) or a change in control, in which case the units will vest. |

  53. Outstanding Equity Awards at Fiscal Year End

    | (3) Represents Profits Interest Units earned (but not vested at December 31, 2024) based on the Absolute TSR performance for the three-year performance period ended December 31, 2024. The number of Profits Interest Units earned for the performance period is based on the level of Absolute TSR achieved over the applicable performance period. The earned Profits Interest Units vest quarterly in 2025, subject to the executive officer’s continued employment on the vesting date, except in the case of a Retirement or Qualifying Termination (subject to the officer’s compliance with certain restrictive covenants) or a change in control, in which case the units will vest. |

  54. Outstanding Equity Awards at Fiscal Year End

    | (4) Represents either RSUs or Profits Interest Units, based on the officer’s election, granted as of January 2023. Each Time-based Award vests on December 31, 2025, and will be subject to the executive officer’s continued employment on the vesting date, except in the case of Retirement or a Qualifying Termination (subject to the officer’s compliance with certain restrictive covenants). Dividend equivalents or distributions accrue on the Time-based Awards and will be paid currently on unvested and vested units. |

  55. Outstanding Equity Awards at Fiscal Year End

    | (5) Represents either PRSUs or Profits Interest Units, based on the officer’s election, for the three-year performance period ending December 31, 2025. These awards are shown at the high-performance level in the table above and were tracking at the high-performance level as of December 31, 2024. The number of units that will be earned for the performance period will depend on the level of Absolute TSR achieved over the applicable performance period. The earned units vest quarterly in 2026, subject to the executive officer’s continued employment on the vesting date, except in the case of Retirement or a Qualifying Termination (subject to the officer’s compliance with certain restrictive covenants) or a change in control. If the Retirement or Qualifying Termination or change in control occurs during 2026, the previously earned units vest. If the Retirement or Qualifying Termination occurs during the performance period and is not in connection with a change in control, the number of units earned will be determined at the end of the performance period and vesting will be prorated based on days elapsed through the date of the Retirement or a Qualifying Termination. If the change in control occurs during the performance period, the performance period will end on the date of a change in control. In such case, if the executive officer is employed on the date of the change in control or has Retirement or a Qualifying Termination within 60 days before the change in control, depending on the level of Absolute TSR as of the date of the change in control, all, a portion or none of the units will be earned and vested on the date of the change in control. |

  56. Outstanding Equity Awards at Fiscal Year End

    | (6) Represents either PRSUs or Profits Interest Units, based on the officer’s election, for the three-year performance period ending December 31, 2025. These awards are shown at the high-performance level in the table above and were tracking at the high-performance level as of December 31, 2024. The number of units that will be earned for the performance period will depend on the level of Relative TSR achieved over the applicable performance period. The earned units vest in four quarterly installments in 2026, subject to the executive officer’s continued employment on the vesting date, except in the case of a Retirement or Qualifying Termination (subject to the officer’s compliance with certain restrictive covenants) or a change in control. If the Retirement or Qualifying Termination or change in control occurs during 2026, the previously earned units vest. If the Retirement or Qualifying Termination occurs during the performance period and is not in connection with a change in control, the number of units earned will be determined at the end of the performance period and vesting will be prorated based on days elapsed through the date of the Retirement or Qualifying Termination. If the change in control occurs during the performance period, the performance period will end on the date of a change in control. In such case, if the executive officer is employed on the date of the change in control or has a Retirement or Qualifying Termination within 60 days before the change in control, depending on the level of Relative TSR as of the date of the change in control, all, a portion or none of the units will be earned and vested on the date of the change in control. |

  57. Outstanding Equity Awards at Fiscal Year End

    | (7) Represents either RSUs or Profits Interest Units, based on the officer’s election, granted as of January 2024. Each Time-based Award vests on December 31, 2026, and will be subject to the executive officer’s continued employment on the vesting date, except in the case of a Retirement or Qualifying Termination (subject to the officer’s compliance with certain restrictive covenants). Dividend equivalents or distributions accrue on the Time-based Awards and will be paid currently on unvested and vested units. |

  58. Outstanding Equity Awards at Fiscal Year End

    | (8) Represents either PRSUs or Profits Interest Units, based on the officer’s election, for the three-year performance period ending December 31, 2026. These awards are shown at the high-performance level in the table above but were tracking between the threshold and target performance levels as of December 31, 2024. The number of units that will be earned for the performance period will depend on the level of Absolute TSR achieved over the applicable performance period. The earned units vest quarterly in 2027, subject to the executive officer’s continued employment on the vesting date, except in the case of a Retirement or Qualifying Termination (subject to the officer’s compliance with certain restrictive covenants) or a change in control. If the Retirement, Qualifying Termination or change in control occurs during 2027, the previously earned units vest. If the Retirement or Qualifying Termination occurs during the performance period and is not in connection with a change in control, the number of units earned will be determined at the end of the performance period and vesting will be prorated based on days elapsed through the date of the Retirement or Qualifying Termination. If the change in control occurs during the performance period, the performance period will end on the date of a change in control. In such case, if the executive officer is employed on the date of the change in control or has a Retirement or Qualifying Termination within 60 days before the change in control, depending on the level of Absolute TSR as of the date of the change in control, all, a portion or none of the units will be earned and vested on the date of the change in control. |

  59. Outstanding Equity Awards at Fiscal Year End

    | (9) Represents either PRSUs or Profits Interest Units, based on the officer’s election, for the three-year performance period ending December 31, 2026. These awards are shown at the high-performance level in the table above and were tracking at the high-performance level as of December 31, 2024. The number of units that will be earned for the performance period will depend on the level of Relative TSR achieved over the applicable performance period. The earned units vest in four quarterly installments in 2027, subject to the executive officer’s continued employment on the vesting date, except in the case of a Retirement or Qualifying Termination (subject to the officer’s compliance with certain restrictive covenants) or a change in control. If the Retirement, Qualifying Termination or change in control occurs during 2027, the previously earned units vest. If the Retirement or Qualifying Termination occurs during the performance period and is not in connection with a change in control, the number of units earned will be determined at the end of the performance period and vesting will be prorated based on days elapsed through the date of the Retirement or Qualifying Termination. If the change in control occurs during the performance period, the performance period will end on the date of a change in control. In such case, if the executive officer is employed on the date of the change in control or has a Retirement or Qualifying Termination within 60 days before the change in control, depending on the level of Relative TSR as of the date of the change in control, all, a portion or none of the units will be earned and vested on the date of the change in control. |

  60. Outstanding Equity Awards at Fiscal Year End

    | (10) Mr. Booth’s employment terminated effective January 2, 2025, and he is eligible to vest in his outstanding equity awards on a prorated basis through January 1, 2026, pursuant and subject to the terms of such awards, his Transition Agreement and Release and his Employment Agreement. |

  61. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our Deferred Stock Plan enables our directors and executive officers to defer receipt of our common stock issuable upon the vesting of equity awards, subject to the terms of the plan and agreements approved by the Compensation Committee for such purpose. This plan is intended to permit our directors and officers to delay the timing of taxation of equity awards that they have earned to satisfy their tax planning goals and thereby assist in the retention of directors and officers. If a participant makes a deferral election, the deferred shares will not be issued when vested but rather at a later date or event specified in the deferral agreement. Unless otherwise determined by the Compensation Committee, all common stock that is deferred will accrue dividend equivalents. Under the terms of the Deferred Stock Plan, the Compensation Committee may provide in the applicable agreement that dividend equivalents will be deferred along with the common stock or may give the participant the right to elect to receive the dividend equivalents currently or defer them. If a participant makes a deferral election, the dividend equivalents will be deferred until the date or event specified in the participant’s agreement. Under the existing deferral agreements, the Committee has provided that a participant may elect when making a deferral election (a) to convert dividend equivalents into the right to receive additional shares of common stock based on the trading price of common stock on the date that dividends are paid and have the additional shares issued when the deferred stock is issued, (b) to accrue interest on a quarterly basis on dividend equivalents at the Company’s average borrowing rate for the previous quarter and have the interest paid in cash when the deferred common stock is issued or (c) to have dividend equivalents paid in cash currently when they are earned. The Company also maintains a non-qualified deferred cash compensation plan that allows officers to elect to defer receipt of all or a portion of annual cash bonuses or annual base salary. We maintain a recordkeeping account for each officer who elects to defer under the plan that will be adjusted with the rate of return applicable to the plan investments chosen by the officer from among the choices available under the plan. However, the plan is unfunded, and the assets of the plan therefore constitute the general assets of the Company. This plan is intended to permit our directors and officers to delay the timing of cash compensation that they have earned to satisfy their tax planning goals and thereby assist in the retention of directors and officers. If a participant makes a deferral election, the deferred cash (as adjusted for earning or losses on the plan investment funds chosen by the officer) will be paid upon a later date or event chosen by the officer and specified in the deferral agreement.

  62. Nonqualified Deferred Compensation Activity 2024

    Nonqualified Deferred Compensation Activity 2024 The following table shows nonqualified deferred compensation activity for our NEOs in 2024.

  63. Nonqualified Deferred Compensation Activity 2024

    | | | | Aggregate | | | | | Executive | Company | Earnings | | Aggregate | | | Contributions | Contribution | (Loss) | Aggregate | Balance | | | in Last | in Last | in Last | Withdrawal/ | at Last | | | Fiscal Year | Fiscal Year | Fiscal Year | Distributions | Fiscal Year End | | Name | ($) | ($) | ($)(1) | ($)(2) | ($)(3) | | C. Taylor Pickett | 2,710,000(4) | — | 2,510,295 | (1,542,445) | 36,495,578 | | Daniel J. Booth(5) | — | — | — | — | — | | Robert O. Stephenson | 242,600(5) | — | 128,714 | — | 1,284,693 | | Gail D. Makode | — | — | — | — | — |

  64. Nonqualified Deferred Compensation Activity 2024

    | (1) For the Deferred Stock Plan, reflects the change in value of deferred stock units, plus dividend equivalents, during the last fiscal year. For the Deferred Cash Plan, reflects change in notional value of the participant-selected investments. Aggregate earnings (loss) on deferred compensation are not included in the Summary Compensation Table. |

  65. Nonqualified Deferred Compensation Activity 2024

    | (2) For the Deferred Stock Plan, represents dividend equivalents distributed during the last fiscal year. |

  66. Nonqualified Deferred Compensation Activity 2024

    | (3) The Deferred Stock Plan balance is vested and is based on the closing price of Omega common stock as of December 31, 2024. The Deferred Cash Plan balance represents the vested balance of the officer’s participant account. Mr. Pickett has deferred an aggregate of 575,539 shares under the Deferred Stock Plan. |

  67. Nonqualified Deferred Compensation Activity 2024

    | (4) Reflects deferred cash compensation. The deferred cash compensation is included in the 2024 compensation reported in the Summary Compensation Table above. |

  68. Nonqualified Deferred Compensation Activity 2024

    | (5) Mr. Booth’s employment terminated effective January 2, 2025. |

  69. Nonqualified Deferred Compensation Activity 2024

    | (6) Reflects deferred cash compensation included in the 2024 compensation reported in the Summary Compensation Table above. |

  70. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below illustrates the incremental or accelerated compensation that would have been payable in the event of the events identified below, as if they had occurred at December 31, 2024. For equity awards, the amounts in the table below reflect the fair market value of the equity, and dividend equivalents in the case of PRSUs and distributions in the case of performance-based Profits Interest Units, that would be issuable as a result of the acceleration of the vesting of equity awards in connection with the events identified, based on the $37.85 per share closing price of Omega common stock at December 31, 2024. The occurrence of a change of control does not increase severance benefits or bonus payments that would otherwise be payable. However, for Time-based Units, vesting is accelerated 100% upon a Qualifying Termination or Retirement that occurs after, or within 60 days before, a change in control. In addition, for Performance- based Units, vesting is accelerated upon a change in control but only as to those units actually earned based on performance through the date of the change in control. For a description of the vesting of Time-based Units and Performance-based Units, see “Compensation Discussion and Analysis — Components of Our Executive Compensation Program — Long-Term Equity Incentive Program.” The term “Qualifying Termination” refers to death, disability, termination without “cause” or resignation for “good reason.” For a description of circumstances constituting “cause” and “good reason” and related information, see the discussion under the heading “Employment Agreements.” See “Compensation Discussion and Analysis — Other Matters — Retirement Policy” for a discussion of the Company’s retirement policy for NEOs. Of our NEOs, only Mr. Pickett would have been eligible for retirement benefits under such policy at December 31, 2024.

  71. Potential Payments: Triggering Event as of December 31, 2024

    Potential Payments: Triggering Event as of December 31, 2024

  72. Potential Payments: Triggering Event as of December 31, 2024

    | | | | | | Involuntary | | | | | | | | Without | | | | Involuntary | | | | Cause or | | | | Without | | | | Voluntary for | | | | Cause or | | | Change in | Good Reason | | | | Voluntary | | | Control | Upon a | | | | for Good | | | Without | Change in | | | | Reason | Death | Disability | Termination | Control | Retirement | | Name | ($) | ($) | ($) | ($) | ($) | ($) | | C. Taylor Pickett: | | | | | | | | Severance | 6,815,000 | — | — | — | 6,815,000 | — | | Bonus | — | 1,800,000 | — | — | — | 1,800,000 | | Accelerated Vesting of Equity Awards: | | | | | | | | 2022-2024 Relative TSR-based Units(1) | 11,293,547 | 11,293,547 | 11,293,547 | 11,293,547 | 11,293,547 | 11,293,547 | | 2022-2024 Absolute TSR-based Units(1) | 10,903,463 | 10,903,463 | 10,903,463 | 10,903,463 | 10,903,463 | 10,903,463 | | 2023 Time-Based Units(2) | 1,810,997 | 1,810,997 | 1,810,997 | — | 2,716,495 | 2,716,495 | | 2023-2025 Relative TSR-based Units(3) | 8,946,377 | 8,946,377 | 8,946,377 | 13,419,565 | 13,419,565 | 8,946,377 | | 2023-2025 Absolute TSR-based Units(3) | 7,877,677 | 7,877,677 | 7,877,677 | 11,816,516 | 11,816,516 | 7,877,677 | | 2024 Time-Based Units(2) | 897,108 | 897,108 | 897,108 | — | 2,691,324 | 2,691,324 | | 2024-2026 Relative TSR-based Units(4) | 4,426,190 | 4,426,190 | 4,426,190 | 13,278,569 | 13,278,569 | 4,426,190 | | 2024-2026 Absolute TSR-based Units(4) | 4,307,470 | 4,307,470 | 4,307,470 | 12,922,411 | 12,922,411 | 4,307,470 | | COBRA Premium(5) | 47,902 | — | — | — | 47,902 | — | | Total Value: | 57,325,731 | 52,262,829 | 50,462,829 | 73,634,071 | 85,904,792 | 54,962,543 |

  73. Potential Payments: Triggering Event as of December 31, 2024

    | Daniel J. Booth(6): | | | | | | | | Severance | 2,039,713 | — | — | — | — | — | | Bonus | — | — | — | — | — | — | | Accelerated Vesting of Equity Awards: | | | | | | | | 2022-2024 Relative TSR-based Units(1) | 5,237,145 | — | — | — | — | — | | 2022-2024 Absolute TSR-based Units(1) | 5,056,169 | — | — | — | — | — | | 2023 Time-Based Units(2) | 1,227,438 | — | — | — | — | — | | 2023-2025 Relative TSR-based Units(3) | 6,063,421 | — | — | — | — | — | | 2023-2025 Absolute TSR-based Units(3) | 5,339,243 | — | — | — | — | — | | 2024 Time-Based Units(2) | 1,166,348 | — | — | — | — | — | | 2024-2026 Relative TSR-based Units(4) | 3,846,969 | — | — | — | — | — | | 2024-2026 Absolute TSR-based Units(4) | 3,743,778 | — | — | — | — | — | | COBRA Premium(5) | 47,902 | — | — | — | — | — | | Total Value: | 33,768,126 | — | — | — | — | — | | Robert O. Stephenson: | | | | | | | | Severance | 2,197,333 | — | — | — | 2,197,333 | — | | Bonus | — | 695,000 | — | — | — | — | | Accelerated Vesting of Equity Awards: | | | | | | | | 2022-2024 Relative TSR-based Units(1) | 4,807,655 | 4,807,655 | 4,807,655 | 4,807,655 | 4,807,655 | — | | 2022-2024 Absolute TSR-based Units(1) | 4,641,604 | 4,641,604 | 4,641,604 | 4,641,604 | 4,641,604 | — | | 2023 Time-Based Units(2) | 752,635 | 752,635 | 752,635 | — | 1,128,952 | — | | 2023-2025 Relative TSR-based Units(3) | 3,718,072 | 3,718,072 | 3,718,072 | 5,577,108 | 5,577,108 | — | | 2023-2025 Absolute TSR-based Units(3) | 3,273,893 | 3,273,893 | 3,273,893 | 4,910,839 | 4,910,839 | — | | 2024 Time-Based Units(2) | 357,556 | 357,556 | 357,556 | — | 1,072,669 | — | | 2024-2026 Relative TSR-based Units(4) | 1,764,147 | 1,764,147 | 1,764,147 | 5,292,440 | 5,292,440 | — | | 2024-2026 Absolute TSR-based Units(4) | 1,716,799 | 1,716,799 | 1,716,799 | 5,150,396 | 5,150,396 | — | | COBRA Premium(5) | 47,902 | — | — | — | 47,902 | — | | Total Value: | 23,277,596 | 21,727,361 | 21,032,361 | 30,380,042 | 34,826,898 | — | | Gail D. Makode: | | | | | | | | Severance | 1,404,500 | — | — | — | 1,404,500 | — | | Bonus | — | 595,000 | — | — | — | — | | Accelerated Vesting of Equity Awards: | | | | | | | | 2022-2024 Relative TSR-based Units(1) | 2,171,748 | 2,171,748 | 2,171,748 | 2,171,748 | 2,171,748 | — | | 2022-2024 Absolute TSR-based Units(1) | 2,096,860 | 2,096,860 | 2,096,860 | 2,096,860 | 2,096,860 | — | | 2023 Time-Based Units(2) | 388,795 | 388,795 | 388,795 | — | 583,193 | — | | 2023-2025 Relative TSR-based Units(3) | 1,920,700 | 1,920,700 | 1,920,700 | 2,881,050 | 2,881,050 | — | | 2023-2025 Absolute TSR-based Units(3) | 1,691,285 | 1,691,285 | 1,691,285 | 2,536,927 | 2,536,927 | — | | 2024 Time-Based Units(2) | 194,145 | 194,145 | 194,145 | — | 582,436 | — | | 2024-2026 Relative TSR-based Units(4) | 957,887 | 957,887 | 957,887 | 2,873,660 | 2,873,660 | — | | 2024-2026 Absolute TSR-based Units(4) | 932,186 | 932,186 | 932,186 | 2,796,558 | 2,796,558 | — | | COBRA Premium(5) | 47,902 | — | — | — | 47,902 | — | | Total Value: | 11,806,008 | 10,948,606 | 10,353,606 | 15,356,803 | 17,974,834 | — |

  74. Potential Payments: Triggering Event as of December 31, 2024

    | (1) If a Qualifying Termination or Retirement occurred at December 31, 2024 and a change in control has not previously occurred, Performance-based Units that were actually earned based on performance determined as of the end of the full performance period would vest. |

  75. Potential Payments: Triggering Event as of December 31, 2024

    | (2) If a Qualifying Termination occurred at December 31, 2024 and that was more than 60 days before a change in control, two-thirds of the annual Time-based Units granted in 2023 and one-third of the annual Time-based Units granted in 2024 (subject to the officer’s compliance with certain restrictive covenants) would vest. If the Qualifying Termination occurred at December 31, 2024 and a change in control had previously occurred, or a change in control occurred within 60 days after the Qualifying Termination, the executive officer would be entitled to full vesting. In addition, if Retirement occurred at December 31, 2024, the executive officer would be entitled to full vesting. |

  76. Potential Payments: Triggering Event as of December 31, 2024

    | (3) In the event of a Qualifying Termination or Retirement that occurs during the performance period and is not in connection with a change in control, Performance-based Units that are actually earned based on performance determined as of the end of the full performance period would vest pro rata based on days elapsed through the date of termination or Retirement (subject to the officer’s compliance with certain restrictive covenants). Although performance is not determinable until the end of the performance period in the case of a Qualifying Termination or Retirement that is not in connection with a change in control, for purposes of this table it is assumed in such case that performance for the full period would be the same as actual performance through the end of the last fiscal year. If a change in control occurs during the performance period, the performance period ends on the date of the change in control. If the executive officer is employed on the date of the change in control or had a Qualifying Termination or Retirement within 60 days before the date of the change in control, the PRSUs and Profits Interest Units granted as of January 2023 would vest based on actual performance through the date of the change in control. |

  77. Potential Payments: Triggering Event as of December 31, 2024

    | (4) In the event of a Qualifying Termination or Retirement that occurs during the performance period and is not in connection with a change in control, Performance-based Units that are actually earned based on performance determined as of the end of the full performance period would vest pro rata based on days elapsed through the date of termination or Retirement (subject to the officer’s compliance with certain restrictive covenants). Although performance is not determinable until the end of the performance period in the case of a Qualifying Termination or Retirement that is not in connection with a change in control, for purposes of this table it is assumed in such case that performance for the full period would be the same as actual performance through the end of the last fiscal year. If a change in control occurs during the performance period, the performance period ends on the date of the change in control. If the executive officer is employed on the date of the change in control or had a Qualifying Termination or Retirement within 60 days before the date of the change in control, the PRSUs and Profits Interest Units granted as of January 2024 would vest based on actual performance through the date of the change in control. |

  78. Potential Payments: Triggering Event as of December 31, 2024

    | (5) Reflects executive officer’s current group health plan coverage elections. |

  79. Potential Payments: Triggering Event as of December 31, 2024

    | (6) Mr. Booth’s employment terminated effective January 2, 2025. Pursuant to his Employment Agreement, he is entitled to receive a cash severance amount of $2,039,713, equal to two times the sum of his annual base salary plus an amount equal to his Average Annual bonus (as defined in his Employment Agreement) to be paid in equal installments twice per month over a 24-month period (subject to the terms of his Employment Agreement), as well as certain other amounts payable upon termination, including COBRA benefits. In addition, he is eligible to vest in his outstanding equity awards on a prorated basis through January 1, 2026, pursuant and subject to the terms of such awards, his Transition Agreement and Release and his Employment Agreement. |

  80. Chief Executive Officer Pay Ratio Disclosure

    Chief Executive Officer Pay Ratio Disclosure We are required by SEC rules to disclose the ratio of the total 2024 compensation of our CEO, C. Taylor Pickett, to the total compensation for 2024 of our median employee. We selected our median employee based on our December 31, 2024 employee base. We identified our median employee based on compensation reported on Form W-2 for our 2024 employees other than the CEO. We annualized the compensation reported on Form W-2 for six employees who joined the Company during the year. Mr. Pickett’s total compensation for 2024 as reported in the Summary Compensation Table above was $13,551,267, and the median employee’s total compensation for 2024 calculated on the same basis was $269,661. The ratio of Mr. Pickett’s total compensation to the total compensation of the median employee for 2024 is 50 to 1.

  81. Pay Versus Performance

    Pay Versus Performance We disclose the relationship between compensation for our CEO (PEO in the table) and the average of the other NEOs (Non-PEO NEOs in the table) and our financial performance for the years ended December 31, 2024, 2023, 2022, 2021 and 2020. Our executive officers’ compensation is derived using the totals from the Summary Compensation Table and compensation actually paid according to SEC rules (“CAP”).

  82. Pay Versus Performance as of December 31, 2024

    Pay Versus Performance as of December 31, 2024

  83. Pay Versus Performance as of December 31, 2024

    | | | | Average | | Value of Initial Fixed $100 | | | Company | | | | | Summary | Average | Investment Based On: | | | Selected | | | Summary | | Compensation | "Compensation | | Peer Group | | Measure: | | | Compensation | "Compensation | Table Total for | Actually Paid" to | Total | Total | | Relative | | | Table Total for | Actually" Paid | Non-PEO | Non-PEO | Shareholder | Shareholder | Net | FAD | | Year | PEO | to PEO (1) | NEOs (2) | NEOs (1)(2) | Return (3) | Return (3) | Income (4) | per Share (5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 13,551,267 | 41,819,500 | 4,795,299 | 14,943,811 | 136 | 115 | 417,804 | 2.73 | | 2023 | 12,148,773 | 22,492,482 | 4,625,981 | 7,848,240 | 102 | 98 | 248,796 | 2.62 | | 2022 | 11,001,108 | 21,789,017 | 4,211,903 | 7,525,681 | 85 | 85 | 438,841 | 2.77 | | 2021 | 10,374,954 | (5,361,058) | 3,981,576 | (2,175,687) | 82 | 105 | 428,302 | 3.14 | | 2020 | 10,453,238 | 9,435,746 | 4,104,077 | 3,190,857 | 93 | 90 | 163,545 | 3.06 |

  84. Pay Versus Performance as of December 31, 2024

    | (1) The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” to our PEO and the average of our Non-PEO NEOs for each year, in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect actual compensation earned or paid during the respective year. In accordance with Item 402(v) of Regulation S-K, adjustments were made to total compensation for each year to determine the CAP, as provided in the “Adjustments to Pay Versus Performance Table” provided below. |

  85. Pay Versus Performance as of December 31, 2024

    | (2) The dollar amounts reported in columns (d) and (e) include compensation for all Non-PEO NEOs disclosed in the Summary Compensation Table. Steven Insoft, who was one of the Company’s NEOs in 2020, 2021 and 2022 and whose employment terminated effective January 1, 2022, is included with the Non-PEO NEO disclosures for 2020 and 2021 and excluded from the disclosures for 2022, 2023 and 2024. |

  86. Pay Versus Performance as of December 31, 2024

    | (3) Represents the cumulative Absolute TSR of the Company and the FTSE NAREIT Equity Health Care Index for the year ended December 31, 2020, for the two years ended December 31, 2021, the three years ended December 31, 2022, the four years ended December 31, 2023 and the five years ended December 31, 2024, assuming a $100 investment at the closing price on December 31, 2019 and the reinvestment of all dividends. |

  87. Pay Versus Performance as of December 31, 2024

    | (4) Net income as reported on the Company’s audited financial statements for the respective year. |

  88. Pay Versus Performance as of December 31, 2024

    | (5) Funds Available for Distribution per dilutive share, or FAD, is a non-GAAP financial measure. See “Compensation Discussion and Analysis – Our Compensation Decisions and Results for 2024 – 2024 Annual Cash Incentive Performance Goals and Results” for definition of FAD. |

  89. Pay Versus Performance as of December 31, 2024

    As described in greater detail in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The most important financial performance measures used by the Company to link executive CAP to the Company’s NEOs, for the year ended December 31, 2024, to the Company’s performance are set forth in the unranked list below:

  90. Pay Versus Performance as of December 31, 2024

    | FAD per share | | Absolute TSR | | | Tenant Quality | | | Leverage | | Relative TSR |

  91. Pay Versus Performance as of December 31, 2024

    Please see the “Compensation Discussion and Analysis” for more information on these measures and how they are taken into account in determining compensation for each of our NEOs.

  92. Adjustments to Pay Versus Performance Table

    Adjustments to Pay Versus Performance Table

  93. Adjustments to Pay Versus Performance Table

    | | 2024 | 2023 | 2022 | 2021 | 2020 | | Adjustments to Determine Compensation "Actually Paid" for PEO | PEO ($) | PEO ($) | PEO ($) | PEO ($) | PEO ($) | | Subtract values reported in the Stock Awards and Option Awards columns of the Summary Comp Table | (10,815,000) | (9,972,490) | (9,151,997) | (8,635,010) | (8,117,974) | | For any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the fiscal year, add the year end fair value | 17,642,495 | 11,620,884 | 11,600,647 | 4,587,972 | 8,511,118 | | For any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year, add the increase (or subtract the decrease) in fair value by comparing the fair value at the end of the fiscal year with the fair value at the end of the prior fiscal year | 18,254,827 | 7,762,727 | 6,487,397 | (6,760,444) | (531,938) | | For awards that are granted and vest in the same covered fiscal year, add the fair values as of the vesting date | N/A | N/A | N/A | N/A | N/A | | For awards granted in prior years that vest in the covered fiscal year, add the increase (or subtract the decrease) in fair value by comparing the fair value on the vesting date with the fair value at the end of the prior fiscal period | 1,487,323 | 549,498 | (63,322) | (1,350,094) | (2,932,005) | | For awards granted in prior years that are deemed to fail to meet the applicable vesting conditions during the covered fiscal year, subtract the fair value at the end of the prior fiscal period | N/A | (1,096,197) | (357,799) | (6,120,944) | N/A | | For any dividends or other earnings paid on stock or option awards in the covered fiscal year before the vesting date, add such amount if it is not otherwise reflected in the fair value of such award or included in any other component of total compensation for the covered fiscal year | 1,698,587 | 1,479,287 | 2,272,983 | 2,542,508 | 2,053,307 | | Total Adjustments | 28,268,232 | 10,343,709 | 10,787,909 | (15,736,012) | (1,017,492) | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Adjustments to Determine Compensation "Actually Paid" for Non-PEO NEOs | Non-PEOs ($) | Non-PEOs ($) | Non-PEOs ($) | Non-PEOs ($) | Non-PEOs ($) | | Subtract values reported in the Stock Awards and Option Awards columns of the Summary Comp Table | (3,513,750) | (3,597,159) | (3,299,995) | (3,093,451) | (2,903,425) | | For any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the fiscal year, add the year end fair value | 6,165,218 | 4,191,748 | 4,181,558 | 1,438,894 | 2,927,743 | | For any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year, add the increase (or subtract the decrease) in fair value by comparing the fair value at the end of the fiscal year with the fair value at the end of the prior fiscal year | 6,355,014 | 2,294,800 | 2,320,818 | (2,296,404) | (178,264) | | For awards that are granted and vest in the same covered fiscal year, add the fair values as of the vesting date | N/A | N/A | N/A | N/A | N/A | | For awards granted in prior years that vest in the covered fiscal year, add the increase (or subtract the decrease) in fair value by comparing the fair value on the vesting date with the fair value at the end of the prior fiscal period | 533,518 | 196,507 | (22,578) | (498,646) | (1,099,545) | | For awards granted in prior years that are deemed to fail to meet the applicable vesting conditions during the covered fiscal year, subtract the fair value at the end of the prior fiscal period | N/A | (392,706) | (127,970) | (2,133,004) | N/A | | For any dividends or other earnings paid on stock or option awards in the covered fiscal year before the vesting date, add such amount if it is not otherwise reflected in the fair value of such award or included in any other component of total compensation for the covered fiscal year | 608,511 | 529,069 | 261,945 | 425,348 | 340,271 | | Total Adjustments | 10,148,511 | 3,222,259 | 3,313,778 | (6,157,263) | (913,220) |

  94. Compensation of Directors

    Compensation of Directors Our compensation for non-employee directors consists of the following components:

  95. Compensation of Directors

    | ● | annual cash retainer of $75,000 payable in quarterly installments of $18,750 on or about August 15, November 15, February 15 and May 15; provided, however, that each director may elect each year to receive the retainer in common stock (or at the director’s option, a number of Profits Interest Units or deferred restricted stock units with equivalent value) to be included in the annual equity grant described below; |

  96. Compensation of Directors

    | ● | annual grant as of the date of the annual meeting of a number of shares of restricted common stock determined by dividing $150,000 by the fair market value per share of common stock on the date of grant (or at the director’s option, a number of Profits Interest Units with equivalent value or deferred restricted stock units), vesting based on the director’s continuing service until the date of the next succeeding annual meeting of stockholders (subject to 100% acceleration upon death, disability, change in control or any other event that in the discretion of the Compensation Committee is deemed to be an appropriate basis for acceleration); |

  97. Compensation of Directors

    | ● | Board Chair: $120,000 annual payment, of which 50% will be added to, and treated as part of, the annual equity grant |

  98. Compensation of Directors

    | ● | additional annual cash payments for committee service: |

  99. Compensation of Directors

    | Committee | Chair | Member | | Audit Committee | $30,000 | $12,500 | | Compensation Committee | $20,000 | $9,000 | | Nominating and Corporate Governance Committee | $25,000 | $7,500 | | Investment Committee | $20,000 | $7,500 |

  100. Compensation of Directors

    | ● | $1,500 per meeting for attendance at each meeting of the Board of Directors or committee of the Board of Directors in excess of the following number of meetings during the year of a director’s term: |

  101. Compensation of Directors

    | Board / Committee | Number of Meetings | | Board of Directors | 10 | | Audit Committee | 6 | | Compensation Committee | 6 | | Nominating and Corporate Governance Committee | 5 | | Investment Committee | 5 |

  102. Compensation of Directors

    The non-employee directors may elect to have all annual cash retainers (i.e., the annual cash retainer paid quarterly, the Chair of the Board cash fee, the committee chair fee and the committee member fees described above): (a) paid in cash, (b) added to the annual equity grant that is normally subject to one-year vesting or (c) deferred and paid in cash in the future. See “Compensation Discussion and Analysis — Other Matters — Other Benefits.” In addition, we reimburse the directors for travel expenses incurred in connection with their duties as directors. Employee directors receive no compensation for service as directors. Effective as of the 2025 Annual Meeting, the Board of Directors has approved the following changes to the director compensation program based on an independent review of peer benchmarking conducted by FPC: (1) an increase in the annual cash retainer for non-employee Board members from $75,000 to $82,500, (2) an increase in the annual equity grant for non-employee Board members from $150,000 to $165,000, and (3) an increase in the annual Committee Chair fee for the Chairs of each of the Compensation Committee and Investment Committee from $20,000 to $25,000 each.

  103. Compensation of Directors

    | | | | | | Audit Committee Chair: $30,000 Member: $12,500 | Compensation Committee Chair: $20,000 Member: $9,000 | | | Nominating and Corporate Governance Committee Chair: $25,000 Member: $7,500 | | | | Investment Committee Chair: $20,000 Member: $7,500 | | | | Board Chair Receives an additional $120,000 (50% in equity) | Meeting fees $1,500 per board or committee meeting in excess of the set threshold |

  104. 2024 Non-Employee Director Compensation

    2024 Non-Employee Director Compensation The table below sets forth the compensation paid to our non-employee directors for 2024:

  105. 2024 Non-Employee Director Compensation

    | | Fees earned | | Option | | | | or paid in cash | Stock Awards | Awards | Total | | Name | ($)(1) | ($)(1)(2) | ($) | ($) | | Kapila K. Anand | 80,000 | 187,500 | — | 267,500 | | Craig R. Callen | 1,506 | 392,494 | — | 394,000 | | Lisa C. Egbuonu-Davis | 91,515 | 149,985 | — | 241,500 | | Barbara B. Hill | 5 | 241,495 | — | 241,500 | | Kevin J. Jacobs | 1,508 | 244,992 | — | 246,500 | | Stephen D. Plavin | 116,503 | 149,997 | — | 266,500 | | Burke W. Whitman | 116,515 | 149,985 | — | 266,500 |

  106. 2024 Non-Employee Director Compensation

    | (1) Mr. Callen, Ms. Hill and Mr. Jacobs elected to receive their $75,000 annual cash retainers in the form of equity, which was included in their annual equity grant effective the date of the 2024 Annual Meeting. Also, effective the date of the 2024 Annual Meeting, Ms. Anand elected to (i) receive 30% of her annual retainer in the form of cash, (ii) receive and defer the remaining portion of her annual retainer in the form of equity and (iii) defer her annual equity grant. Mr. Plavin elected to defer his cash compensation. For directors electing to receive their annual retainer in cash, “Fees earned or paid in cash” includes the quarterly installments earned in 2024. Stock awards are not granted for fractional shares, and any residual value is paid in cash. |

  107. 2024 Non-Employee Director Compensation

    | (2) Represents the fair value dollar amount on the grant date of the equity grants set forth in the table below. |

  108. 2024 Non-Employee Director Compensation

    | | | | Grant Date | | | | Shares/Units | Fair Value | | Name | Grant Date | Awarded(1) | ($) | | Kapila K. Anand | 6/7/2024 | 5,756 | 187,500 | | Craig R. Callen | 6/7/2024 | 12,144 | 392,494 | | Lisa C. Egbuonu-Davis | 6/7/2024 | 4,605 | 149,985 | | Barbara B. Hill | 6/7/2024 | 7,472 | 241,495 | | Kevin J. Jacobs | 6/7/2024 | 7,522 | 244,992 | | Stephen D. Plavin | 6/7/2024 | 4,641 | 149,997 | | Burke W. Whitman | 6/7/2024 | 4,605 | 149,985 |

  109. 2024 Non-Employee Director Compensation

    | (1) Includes profits interest units and deferred restricted stock units awarded. The shares/units included in this column represent the aggregate number of stock awards outstanding held by each of our non-employee directors as of December 31, 2024. |