Ltc Properties Inc PRE 14A, filed Apr 4, 2025

PROPOSAL 2
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
Stockholders are being asked to approve, on an advisory basis, the compensation of named executive officers as disclosed in this proxy statement. At the company's 2023 Annual Meeting of Stockholders our stockholders indicated their preference to hold a non-binding stockholder vote to approve the compensation of our named executive officers on an annual basis. The next vote to approve the compensation of our named executives is expected to be held at the company's 2029 Annual Meeting of Stockholders.
This vote is advisory and therefore not binding on LTC, the Compensation Committee or the Board. The Board and the Compensation Committee value the opinion of our stockholders, and to the extent there is any significant vote against LTC’s named executive officer compensation, the Board will consider the reasons for such a vote, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.
Accordingly, stockholders are being asked to vote on the following resolution at the 2025 Annual Meeting:
“RESOLVED, that the stockholders of LTC Properties, Inc. approve, on an advisory basis, the compensation of the named executive officers, as disclosed in LTC Properties, Inc.’s Proxy Statement for the 2025 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the summary compensation table, and the other related tables and disclosure.”

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

Ltc Properties Inc (LTC)

PRE 14A 2025-04-04 For: 2025-05-28

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Added on October 21, 2026

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Filed by a Party other than the Registrant ◻
Check the appropriate box:
⌧	Preliminary Proxy Statement
◻	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
◻	Definitive Proxy Statement
◻	Definitive Additional Materials
◻	Soliciting Material under §240.14a-12

LTC Properties, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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◻	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Caroline Chikhale Executive Vice President, Chief Financial Officer and Corporate Secretary April 15, 2025	◆
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	Important notice regarding the availability of proxy materials for the Stockholder Meeting to be held on May 28, 2025—the Proxy Statement and the 2024 Annual Report are available at http://materials.proxyvote.com/502175.
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PROXY SUMMARY		1
Voting Matters		1
Board Composition as of December 31, 2024		2
Our Business		3
2024 Business Highlights		5
Corporate Governance Highlights		5
Executive Compensation Highlights		6

PROPOSAL 1 ELECTION OF DIRECTORS		7
Information About Director Nominees		8

DIRECTOR COMPENSATION		11
Director Compensation for the Year ended December 31, 2024		11

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS		13
Code of Business Conduct and Ethics		13
Corporate Governance Guidelines		13
Board Leadership		13
Director Independence		14
Director Education, Development and Evaluation		15
Succession Planning		15
Whistleblower Protection		15
Board Committee Structure		16
Committees and Responsibilities		17
2024 Focus Areas: Risk, Cybersecurity, Corporate Responsibility		22
Consideration of Director Nominees		24
Director Selection Process		24
Stockholder Recommendations		25

PROPOSAL 2 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION		26

PROPOSAL 3 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		27

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES		28

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS		29

PROPOSAL 4 AMENDMENT AND RESTATEMENT OF OUR COMPANY’S CHARTER TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK		31

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS		35

Business Overview		35
Executive Compensation Program Philosophy and Objectives		39
Executive Compensation Program Elements		39
Other Elements of Compensation		40
Compensation Governance Policies and Guidelines		41
Compensation Committee		43
Competitive Considerations		43
Compensation Consultant		44
Executive Compensation Review		44
Executive Compensation Practices		45
Compensation Risk Assessment		52

EXECUTIVE COMPENSATION TABLES		53
Summary Compensation Table		53
Grants of Plan-Based Awards		55
CEO to Median Employee Pay Ratio		55
Pay Versus Performance		56
Employment Agreements		60
Outstanding Equity Awards at Year-End		61
Option Exercises and Stock Vested		61
Potential Payments Upon Termination or Change In Control		62

COMPENSATION COMMITTEE REPORT		64
Compensation Committee Interlocks and Insider Participation		64

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		65
Beneficial Ownership Table		65
Securities Authorized for Issuance under Equity Compensation Plans		66
Delinquent Section 16(a) Reports		66

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		67
Review, Approval or Ratification of Transactions with Related Persons		67
Transactions with Related Persons		67

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING		68
Please Vote		71

ADDITIONAL INFORMATION		73
Other Matters		73
Stockholder Proposals and Nominations		73
Annual Report		73

APPENDIX A—RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES		A-1
APPENDIX B— ARTICLES OF AMENDMENT AND RESTATEMENT		B-1


	Board Recommendation	Read More
Proposal 1. To elect six directors to serve on the Board of Directors for the ensuing year and until the election and qualification of their respective successors.	FOR each director nominee	Page 7
Proposal 2. To approve, on an advisory basis, the compensation of the named executive officers.	FOR	Page 26
Proposal 3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2025.	FOR	Page 27
Proposal 4. To approve the amendment and restatement of our company's Charter to increase the number of authorized shares of common stock from 60,000,000 shares to 110,000,000 shares.	FOR	Page 31

Board Member	Occupation	Committee Memberships					Independent
Board Member	Occupation			AC	CC	ESGC	Independent	IC	NCGC
Bradley J. Preber Director since 2024	Former Chief Executive Officer, Grant Thornton LLP	◆	◆	◆	◆	◆	X
Cornelia Cheng Director since 2021	Independent Consultant	◆	◆	◆	◆	◆	X
David L. Gruber Director since 2023	Capital Markets and Investment Consultant, Venture Visionary Partners	◆	◆	◆	◆	◆	X
Boyd W. Hendrickson Director since 2005	Former Chief Executive Officer, Skilled Healthcare Group, Inc.	◆	◆	◆	◆	◆	X
Wendy L. Simpson Director since 1995	Executive Chairman of the Board of Directors, LTC Properties, Inc.
Timothy J. Triche, MD Director since 2000	Director, Center for Personalized Medicine, Children’s Hospital, Los Angeles	◆	◆	◆	◆	◆	X

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We are committed to enhancing stockholder value through strategic initiatives, effective portfolio management, and sound financial practices.
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AL 1 Skilled Nursing	AZ 3 Skilled Nursing	CA 3 Assisted Living 1 Skilled Nursing	CO 12 Assisted Living	FL 3 Assisted Living 7 Skilled Nursing	GA 2 Assisted Living

IL 5 Assisted Living 1 Skilled Nursing	KS 8 Assisted Living	KY 2 Skilled Nursing	MI 3 Assisted Living 21 Skilled Nursing	MO 1 Assisted Living 2 Skilled Nursing	MT 2 Assisted Living

NV 1 Other	NJ 3 Assisted Living	NM 5 Skilled Nursing	NC 33 Assisted Living	OH 8 Assisted Living 2 Skilled Nursing	OK 5 Assisted Living

OR 5 Assisted Living 1 Skilled Nursing	SC 3 Assisted Living 2 Skilled Nursing	TN 2 Skilled Nursing	TX 9 Assisted Living 21 Skilled Nursing	VA 4 Skilled Nursing	WA 2 Assisted Living

WI 6 Assisted Living 1 Skilled Nursing



◆ Exchanged $103 million of mortgage loans for controlling interest in two newly formed joint ventures totaling $164 million. ◆ Contributed $45 million to a $54 million joint venture for the acquisition of a seniors housing community. ◆ Originated a $13 million mortgage loan secured by a skilled nursing and assisted living campus in Texas. ◆ Received $124 million of net proceeds from loan payoffs and sold properties.	◆ Transitioned leadership with Wendy Simpson now serving as Executive Chairman, and Clint Malin and Pamela Shelley-Kessler have taken the role of Co-CEOs. ◆ Signaled the launch of a RIDEA platform, leading to increased investment opportunities and a stronger pipeline of opportunities. ◆ Further refreshed the Board with the addition of Bradley Preber.	◆ Improved liquidity significantly to $680 million as of December 31, 2024, up from $194 million as of December 31, 2023. ◆ Established a new $400 million equity distribution agreement, replacing the previous $200 million agreement.

◆ ◆			◆
◆ We maintain a separate “lead independent director” role in our leadership structure for the Board of Directors (the “Board”). ◆ Each committee of the Board is comprised solely of independent directors. ◆ All directors stand for election on an annual basis. ◆ Directors are elected by a majority of votes cast in uncontested elections, and any director who does not receive a majority of votes cast is required to submit his or her resignation for consideration by the Board.			◆ Board and committee performance is reviewed in an annual self-assessment, with results reported to, and evaluated by, the full Board. ◆ Lead independent director has the authority to call meetings of independent directors, and presides at executive sessions of the independent directors. ◆ Stock ownership guidelines for executive officers further align their personal wealth with the long-term performance of our company.

	Attract, Motivate and Retain Qualified Key Executives	Align Executives’ Financial Interests with Stockholders	Reward Company and Individual Performance and Effort
Base Salary	◆
Annual Bonuses			◆
Long-term Equity Incentives		◆
Severance	◆

What We Do		What We Do Not Do
◆ All members of our Compensation Committee are independent. ◆ Executive officers have double-trigger change in control arrangements. ◆ Clawback policy and employment agreements for executive officers provisions provide our company with recourse in the event of material non-compliance with a financial reporting requirement that leads to any 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 or executive officers. ◆ No excise tax gross-ups upon a change in control.

	PROPOSAL 1 ELECTION OF DIRECTORS Six directors will be elected at the 2025 Annual Meeting of Stockholders. Each person elected as a director will hold office until the 2026 Annual Meeting of Stockholders and, in each case, until their respective successors have been duly elected and qualified. The term of Boyd W. Hendrickson will expire with the 2025 Annual Meeting. The Board of Directors thanks Mr. Hendrickson for his many years of service. In accordance with the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated for election at the 2025 Annual Meeting:
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	Cornelia Cheng		David L. Gruber	Jeffrey C. Hawken
	Bradley J. Preber		Wendy L. Simpson	Timothy J. Triche, MD
	If elected, Mr. Hawken will be a new director and successor to Mr. Hendrickson. Each of the other nominees is currently a director of our company. The six director nominees, their business experience, and specific qualifications, attributes, or skills to serve as director, provided in the “Information About Director Nominees” below.
		THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE BOARD OF DIRECTORS’ NOMINEES FOR DIRECTOR.


David L. Gruber	Director since 2023	Age: 55
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.


LTC PROPERTIES, INC.	1	2025 PROXY STATEMENT


LTC PROPERTIES, INC.	2	2025 PROXY STATEMENT


LTC PROPERTIES, INC.	3	2025 PROXY STATEMENT

	25	190	30
	STATES	PROPERTIES	OPERATORS


Bradley J. Preber	Director since 2024	Age: 65
Reason for Nomination: Mr. Preber’s forty years’ experience in financial and executive positions, including leadership of a public accounting firm, including responsibilities for risk assessment and cybersecurity oversight, and his ability to serve on our Audit Committee and as an audit committee financial expert, qualify him to serve on the Board of Directors of LTC.
Background: Mr. Preber was Chief Executive Officer of Grant Thornton LLP from June 2019 to August 2022. He also was on the Board of Directors of Grant Thornton from 2014 through 2022, including as its Chairman, from December 2018 to June 2019. While at Grant Thornton, he served on its Risk Committee and International Technology and Innovation Committee. Prior to becoming Chief Executive Officer of Grant Thornton, he led its Risk Advisory Services practice. Prior to joining Grant Thornton, he held roles in other national audit, tax and advisory firms, including as a partner responsible for accounting, financial reporting and controls. He also has been a member of the Center for Audit Quality since June 2019. Other Directorships: Mr. Preber is a director and Chair of the Audit Committee of The Plaza Group, and a director for Dine Development Company, both private entities. Since January 2025, Mr. Preber has served as a director of PKF O’Connor Davies, an accounting and advisory firm. Since January 2021, Mr. Preber also has been a Trustee for the University of New Mexico Foundation.

Wendy L. Simpson	Director since 1995	Age: 76
Reason for nomination: Ms. Simpson has served as a senior executive officer of LTC for more than two decades, including currently as Executive Chairman. 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. 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 Executive Chairman since December 2024. She also served as Chief Executive Officer from March 2007 to December 2024, President 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.


	Fees Earned or			Stock
Name	Paid in Cash			Awards⁽¹⁾		Total
Cornelia Cheng	$	107,000		$	110,000	$	217,000
David L. Gruber		98,000			110,000		208,000
Boyd W. Hendrickson		125,000			110,000		235,000
Bradley J. Preber		67,000	⁽²⁾		110,000		177,000
Timothy J. Triche		107,000			110,000		217,000


Type of Fee⁽¹⁾	January to May		June to December
Quarterly Retainer	$	15,000	$	17,500
Quarterly Lead Independent Director Retainer		2,500		6,250
Quarterly Audit Committee Chairman Retainer⁽²⁾		6,250		6,250
Quarterly Compensation Committee Chairman Retainer⁽²⁾		6,250		6,250
Quarterly ESG Committee Chairman Retainer⁽²⁾		6,250		6,250
Quarterly Investment Committee Chairman Retainer⁽²⁾		6,250		6,250
Quarterly Nominating and Corporate Governance Committee Chairman Retainer⁽²⁾		6,250		6,250
Quarterly Committee Membership Fee (per Committee)		1,250		1,250


		Number of Unvested
		Shares of Restricted
	Number of Options	Common Stock
Name	Outstanding	Outstanding⁽¹⁾
Cornelia Cheng	—	3,179
David L. Gruber	—	3,179
Boyd W. Hendrickson	—	3,179
Bradley J. Preber	—	3,179
Timothy J. Triche	—	3,179

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Corporate governance documents and Board committee charters are available on our website at https://ir.ltcreit.com/governance-documents and https://ir.ltcreit.com/commitee-charters
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Audit		Compensation		Environmental, Social, and Governance		Investment		Nominating & Corporate Governance


	2024		2023
Audit Fees	$	892,000	$	774,000
Audit-Related Fees		—		—
Tax Fees		118,415		91,575
All Other Fees		—		—


	Audit Committee
	Bradley J. Preber, Chairman
	Cornelia Cheng David L. Gruber Boyd W. Hendrickson
	Timothy J. Triche, MD


	Type	Number	Number
	of	of	of		Sales		Carrying		Net
State	Properties	Properties	Beds/Units		Price		Value		Gain (Loss)
Colorado	ALF	1	—	$	5,250	$	4,058	$	1,097
Florida	ALF	1	60		4,500		4,579		(289)
Texas	ALF	5	208		1,600		1,282		(390)
Texas	ALF	2	—		500		389		—
Texas	ALF	1	80		7,959		4,314		3,635
Wisconsin	ALF	1	110		20,193		16,195		3,986
n/a⁽¹⁾	n/a	—	—		—		—		(60)
Total		11	458	$	40,002	$	30,817	$	7,979

	Key Credit Metrics as of December 31, 2024
	Key Credit Metrics as of December 31, 2024

	Key financial Metrics as of December 31, 2024
	Key financial Metrics as of December 31, 2024

	2024 COMPENSATION HIGHLIGHTS
	2024 COMPENSATION HIGHLIGHTS

	2024 “Say On Pay” Vote
	2024 “Say On Pay” Vote


		At LTC’s 2024 Annual Meeting of Stockholders, approximately 92% of the votes cast in the advisory “say-on-pay” vote were for approval of named executive officer compensation. The Board and Compensation Committee have considered the results of the 2024 “say-on-pay” vote and believe it indicates that stockholders are supportive of our company’s executive compensation program, which has generally continued with the same structure and value in 2024. The Board and Compensation Committee will continue to consider “say-on-pay” votes in formulating future executive compensation policies and decisions.

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.	◆
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	◆ 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.
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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.
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.


Title	Guidelines	Achievement
Executive Chairman/ Co-CEO/Co-President	6x base salary	Five years from the date of hire, promotion or appointment to achieve the targeted level of ownership.
CFO	3x base salary
EVP	2x base salary
Independent Directors	5x annual retainer	Five years from the date of election to achieve the targeted level of ownership.