Omega Healthcare Investors Inc PRE 14A, filed Apr 11, 2025

Omega Healthcare Investors Inc (OHI)

PRE 14A 2025-04-11 For: 2025-06-06

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The Annual Meeting will be held: FRIDAY, JUNE 6, 2025 AT 10:00 AM (EDT) It will be held virtually via live webcast at: virtualshareholdermeeting.com/ OHI2025	Proposals: 1: Election of eight members to Omega’s Board of Directors 2: Ratification of the selection of Ernst & Young LLP as our independent auditor for fiscal year 2025 3: Advisory vote on executive compensation 4. Approval of the Amendment to our Charter to increase the number of authorized shares of our common stock. We may also transact any other business as may properly come before the meeting or any adjournment or postponement thereof. Director Nominees:
	Kapila K. Anand	Craig R. Callen	Dr. Lisa C. Egbuonu-Davis
			Barbara B. Hill	Kevin J. Jacobs	C. Taylor Pickett
			Stephen D. Plavin	Burke W. Whitman
	Each of the director nominees presently serves as a director of Omega. Attendance: Our Board of Directors has fixed the close of business on April 9, 2025 as the record date for the determination of stockholders who are entitled to notice of and to vote at our Annual Meeting or any adjournments or postponements thereof. On or about April 22, 2025, we will first send to our stockholders our 2025 Proxy Statement and Annual Report to Stockholders for fiscal year 2024. This year, we are again adopting a virtual format for our Annual Meeting. For further information on how to participate in the Annual Meeting via live webcast, please consult the section captioned “Quorum and Voting” on page 63 of this Proxy Statement.


Forward-Looking Statements		Vote Required for Approval	28
Proxy Summary	1	Proposal 4 - Amendment to Our Charter to Increase the Number of
Proposal 1 - Election of Directors	7	Authorized Shares of our Common Stock	29
Recommendation of the Board	7	Recommendation of the Board	29
Vote Required for Election	7	Vote Required for Approval	29
Director Nominees	8	Purpose and Effect of Amendment	29
Stock Ownership Information	12	Potential Adverse Effects of the Amendment	30
Board Committees and Corporate Governance	14	Form of the Amendment	30
Board of Directors and Committees of the Board	14	Effectiveness of the Amendment	30
Director Independence	15	Compensation Discussion and Analysis	31
Board Leadership Structure	15	Section 1 – Say on Pay Advisory Vote	31
Risk Oversight	15	Section 2 - 2024 Achievements and Performance Results	31
Standing Committee Information	16	Section 3 - Pay for Performance Alignment	32
Identification of Director Nominees and Board Diversity	17	Section 4 - Summary of Executive Compensation Program and Governance Practices	34
Corporate Sustainability Oversight	19	Section 5 - Components of Our Executive Compensation Program	38
Communicating with the Board of Directors and the Audit	22	Section 6 - Our Compensation Decisions and Results for 2024	40
Committee	22	Section 7 - Our Compensation Decisions for 2025	46
Policy on Related Party Transactions	22	Section 8 - Other Matters	47
Code of Business Conduct and Ethics	23	Compensation Committee Report	48
Insider Trading Policy	23	Executive Compensation Tables and Related Information	49
Stock Ownership Guidelines	23	Summary Compensation Table	49
Policy on Hedging and Pledging of Company Securities	24	Grants of Plan-Based Awards	50
Director Retirement Policy	24	Outstanding Equity Awards at Fiscal Year End	52
Director Over-Boarding Policy	24	Stock Awards Vested for 2024	54
Proxy Access and Universal Proxy	24	Nonqualified Deferred Compensation Activity	54
Corporate Governance Materials	24	Employment Agreements	55
Proposal 2 - Proposal to Ratify the Selection of Ernst & Young LLP as our		Potential Payments Upon Termination or Change in Control	56
Independent Auditor for Fiscal Year 2025	25	Chief Executive Officer Pay Ratio Disclosure	58
Recommendation of the Board	25	Pay Versus Performance	58
Vote Required for Approval	25	Compensation of Directors	60
Audit Committee and Independent Auditor Matters	26	Compensation Committee Interlocks and Insider	62
Audit Committee Report	26	Participation	62
Independent Auditors	27	Stockholder Proposals and Nominations	63
Fees	27	Quorum and Voting	63
Determination of Auditor Independence	27	Expenses of Solicitation	65
Audit Committee’s Pre-Approval Policies	27	Delinquent Section 16(A) Reports	65
Proposal 3 - Advisory Vote on Executive Compensation	28	Householding	65
Recommendation of the Board	28	Other Matters	66
Background on Advisory Vote	28	Our Commitment to The Environment	67
Our Executive Compensation Program	28	2025 Annual Meeting of Stockholders	67
Proposed Vote	28

Name and Principal Occupation	Age	Director Since	Other Public Company Boards	Committee Memberships
Name and Principal Occupation	Age	Director Since	Other Public Company Boards					Audit	Compensation	Investment	Nominating & Corporate Governance
Craig R. Callen	69	2013
Kapila K. Anand	71	2018	1
Dr. Lisa C. Egbuonu-Davis	67	2021	2
Barbara B. Hill Operating Partner NexPhase Capital	72	2013	1
Kevin J. Jacobs Chief Financial Officer & President Global Development Hilton Worldwide Holdings Inc.	52	2020
C. Taylor Pickett Chief Executive Officer Omega Healthcare Investors, Inc.	63	2002	1
Stephen D. Plavin Senior Managing Director Blackstone Group	65	2000
Burke W. Whitman Chief Executive Officer Colmar Holdings LLC	69	2018	1
Number of meetings in 2024				4	4	6	4


	of 8 nominees


leadership		8


accounting		6


Real estate		6


Health care		6


sitting executive		3


investment		7


CYBER		4


Corporate Sustainability		5


LEGAL/REGULATORY		5


HUMAN CAPITAL		7

Base Salary (Cash)	● Fixed level of cash compensation to attract and retain key executives in a competitive marketplace ● Preserves an executive’s commitment during downturns		● Determined based on evaluation of individual executives, compensation, internal pay equity and a comparison to the peer group

Annual Incentive (Cash)	● Target cash incentive opportunity (set as a percentage of base salary) to encourage achievement of annual Company financial and operational goals ● Assists in attracting, retaining and motivating executives in the near term		● Majority (70% for 2024) of incentive opportunity based on objective performance measures, which includes Funds Available for Distribution (“FAD”) per Share, Tenant Quality and Leverage ● A portion (30% for 2024) of the payout is also based on performance against individual-specific subjective goals

Long-Term Incentive (EQUITY)	● Focuses executives on achievement of long-term financial and strategic goals and Absolute TSR and TSR relative to an index of healthcare peer REITs (“Relative TSR”), thereby creating long-term stockholder value ● Assists in maintaining a stable, continuous management team in a competitive market ● Maintains stockholder management alignment ● Easy to understand and track performance ● Limits dilution to existing stockholders relative to utilizing stock options	RSUs and Profits Interest Units (Time-based)	● 40% of target annual long-term incentive awards in 2024 ● Provides upside incentive in up-market, with some down-market protection; supports retention ● Three-year cliff vest (subject to certain exceptions)

			PRSUs and Profits Interest Units (Performance-based)	● 60% of target annual long-term incentive award in 2024, requiring significant outperformance to achieve target ● Three-year performance periods with the actual payout based on Absolute TSR (45%) and Relative TSR performance (55%) ● Provides some upside in up-or down-market based on relative performance ● Direct alignment with stockholders ● Additional vesting once earned (25% per calendar quarter, subject to certain exceptions) for enhanced retention


TOTAL SHAREHOLDER RETURN (“Absolute TSR”) ANNUALIZED PERFORMANCE FOR PERIODS ENDED DECEMBER 31, 2024, Relative to indices

OHI = Omega Healthcare Investors, Inc. NAREIT = FTSE Nareit Equity Health Care Index MSCI = MSCI US REIT Index



	SAY-ON-PAY At our 2024 annual meeting of stockholders, holders of approximately 94.5% of the votes cast on such proposal approved the advisory vote (“say-on-pay”) on the 2023 compensation of our named executive officers (referred herein as our “NEOs”), which was consistent with the level of support we received in 2023 and 2022 on our “say-on-pay” proposal and continued a long-term trend of significant shareholder support of 93% or higher in each of the last nine years. The Committee considered the results of the advisory vote when setting executive compensation for 2025 and plans to continue to do so in future executive compensation policies and decisions.
	CLAWBACK POLICY Our Board voluntarily adopted a formal clawback policy in 2019 that applies to incentive compensation and in 2023 adopted a revised policy consistent with Securities and Exchange Commission (“SEC”) and New York Stock Exchange (“NYSE”) requirements for clawback policies.



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)


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)


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)



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)



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)


	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%


Areas of Oversight		Audit	Compensation	Nominating & Corporate Governance	Investment	Full Board
	Corporate Strategy					●
	Portfolio Management					●
	Enterprise Risk Management					●
	Privacy and Data Security					●
	Code of Business Conduct & Ethics	●				●
	Board and Executive Compensation		●			●
	Corporate Sustainability			●		●
	Board and Executive Succession			●		●
	Investment Activity				●	●


CSR focus areas

Environmental	Social Responsibility	Governance
● Efficient Corporate Headquarters with Carbon Neutrality Achieved in 2024 for Scope 1 and Scope 2 Emissions ● Supporting Green Strategies in Tenant Programs ● CSR Website and Report	● Equal Opportunity and an Open and Inclusive Culture ● Employee Development and Growth ● Supporting Community Involvement	● Separate CEO and Chair ● Proactively Adopted Proxy Access ● Strong Alignment of Pay for Performance


Age	Tenure	Gender


Workforce and Board Recruitment & Internships		We have expanded our recruitment practices to reach more diverse candidates for employment and Board positions and have developed an internship program that supports our local community, including underrepresented and underserved communities, as well as development of a talent pipeline for Omega. In addition, the Company implements mandatory compliance training for our Board members and employees. Three of our eight Board nominees are women, two of whom are racial minorities and one of whom is from a historically underrepresented group. As of February 1, 2025, at the executive level, one of the Company’s five executive officers is a woman and two bring ethnic diversity to the team. As of February 1, 2025, on the senior management team, 29% are women and 29% bring ethnic diversity to the team.
local community Charitable Partnerships		We have invested in several local charitable partnerships to improve economic, health and social outcomes in the local Baltimore, Maryland community, with a focus on elderly, historically underserved, and underrepresented communities.
industry Talent Management		We provide grants for operator training programs that focus on development of talent, including from historically underrepresented communities, and have initiated scholarship and mentorship programs with local universities, including underserved and underrepresented populations.


BOARD STRUCTURE	Annual Election of Directors. Our Board consists of a single class of directors who stand for election each year. Opt-out of Maryland Law Allowing Staggering the Board without Shareholder Approval. In November 2019, the Board opted out of the provisions of the Maryland Unsolicited Takeovers Act that otherwise would permit the Board, without stockholder approval, to divide the Board into three classes serving staggered three-year terms.	Majority Voting Standard for Director Elections with Resignation Policy. Our Bylaws include a majority voting standard for the election of directors in uncontested elections. Any incumbent director who fails to receive the required vote for re-election must offer to resign from the Board. Stockholders can vote for, against or abstain from voting on each nominee. Chair and CEO Roles Separated. Our independent Chair of the Board provides independent leadership for our Board.
STOCKHOLDER RIGHTS	Proxy Access. Our Bylaws grant stockholders meeting certain eligibility requirements the right to nominate director candidates and require us to include in our proxy materials for an annual meeting stockholder-nominated director candidates equal to the greater of two director seats or 20% of the Board.	Stockholder-Requested Special Meetings. Our stockholders have the ability to call a special meeting of stockholders in accordance with the process set forth in the Bylaws. Stockholder Amendments to Bylaws. Our Bylaws may be amended by stockholder vote.
COMPENSATION PRACTICES	Stock Ownership Guidelines. We have stock ownership guidelines for our senior officers and our non-employee directors.	Clawback Policy. Our Board has adopted a formal clawback policy that applies to incentive compensation.
	Anti-Hedging and Anti-Pledging. Our directors, officers and employees are subject to anti-hedging and anti-pledging policies.	Annual Say-on-Pay. We annually submit “say-on-pay” advisory votes for our stockholders’ consideration and vote.
BOARD PRACTICES	Annual Strategic Review. The Board generally conducts a formal annual review of our corporate strategy. Executive Sessions of Our Board. An executive session of independent directors is generally held at each regularly scheduled Board and Committee meeting.	Board Evaluations. Our directors undergo annual evaluations of the Board as a whole and each Committee and director individually. The results of the evaluation are reported to the full Board, and implementation of the results is considered in the following year’s evaluation. Regular Succession Planning. A high priority is placed on regular and thoughtful succession planning for our senior management.


	Year Ended December 31,
	2024	2023
Audit Fees⁽¹⁾	$2,227,000	$1,858,000
Audit-Related Fees⁽²⁾	—	—
Tax Fees⁽³⁾	1,279,000	1,220,000
All Other Fees⁽²⁾	—	—
Total	$3,506,000	$3,078,000

7

Section 1	Say on Pay Advisory Vote	p. 31

Section 2	2024 Achievements and Performance Results	p. 31

Section 3	Pay for Performance Alignment	p. 32

Section 4	Summary of Executive Compensation Program and Governance Practices	p. 34

Section 5	Components of Omega’s Executive Compensation Program	p. 38

Section 6	Our Compensation Decisions and Results for 2024	p. 40

Section 7	Our Compensation Decisions for 2025	p. 46

Section 8	Other Matters	p. 47


$1.1B		$95M
$1.1B in New Investments, Including $696M in Real Estate Acquisitions and $370M in Real Estate Loans		$95M in Cash Consideration from Dispositions
$107M		$518M
$107M in Investments in Capital Expenditures and Construction-in-Progress		$518M of Cash Plus an Additional $1.45B on Revolving Credit Facility Availability at December 31, 2024


Absolute TSR ANNUALIZED PERFORMANCE FOR PERIODS ENDED DECEMBER 31, 2024

OHI = Omega Healthcare Investors, Inc. NAREIT = FTSE Nareit Equity Health Care Index MSCI = MSCI US REIT Index Absolute TSR figures above are per S&P Global and are calculated using stock/index prices at the beginning and end of the stated period, assuming the reinvestment of dividends. Under our Long Term Incentive Plan, our Relative TSR and Absolute TSR are calculated based on November and December average closing stock prices before the beginning and at the end of the three-year performance period. As a result, the numbers are different than shown in the “3-Year Annualized Return” bar chart above.


100%	1517 bps	94.5%
100% of performance shares based on Absolute TSR or Relative TSR	Omega’s three-year TSR ending December 31, 2024 exceeded the FTSE Nareit Equity Health Care Index by approximately 1517 basis points	94.5% Say-on-Pay approval at 2024 Annual Meeting


			Market
	Exchange/		Capitalization
Peer	Symbol	Industry	($MM)
Welltower Inc.	NYSE:WELL	Health Care	$80,065
Ventas, Inc.	NYSE:VTR	Health Care	$25,740
Healthpeak Properties, Inc.	NYSE:DOC	Health Care	$14,179
Gaming and Leisure Properties, Inc.	NYSE:GLPI	Gaming	$13,216
W. P. Carey Inc.	NYSE:WPC	Diversified	$11,923
Omega Healthcare Investors, Inc.	NYSE:OHI	Health Care	$10,565
Federal Realty Investment Trust	NYSE:FRT	Shopping Center	$9,590
NNN REIT, Inc.	NYSE:NNN	Single Tenant	$7,661
STAG Industrial, Inc.	NYSE:STAG	Industrial	$6,308
Healthcare Realty Trust Incorporated	NYSE:HR	Health Care	$5,942
Sabra Health Care REIT, Inc.	NASDAQ:SBRA	Health Care	$4,115
Medical Properties Trust, Inc.	NYSE:MPW	Health Care	$2,372

Base Salary (Cash)	● Fixed level of cash compensation to attract and retain key executives in a competitive marketplace ● Preserves an executive’s commitment during downturns		● Determined based on evaluation of individual executives, compensation, internal pay equity and a comparison to the peer group

Annual Incentive (Cash)	● Target cash incentive opportunity (set as a percentage of base salary) to encourage achievement of annual Company financial and operational goals ● Assists in attracting, retaining and motivating executives in the near term		● Majority (70% for 2024) of incentive opportunity based on objective performance measures, which includes FAD per share, Tenant Quality and Leverage ● A portion (30% for 2024) of the payout is also based on performance against individual-specific subjective goals

Long-Term Incentive (EQUITY)	● Focuses executives on achievement of long-term financial and strategic goals and TSR, thereby creating long-term stockholder value ● Assists in maintaining a stable, continuous management team in a competitive market ● Maintains stockholder management alignment ● Easy to understand and track performance ● Limits dilution to existing stockholders relative to utilizing stock options	RSUs & Profits Interest Units (Time-based)	● 40% of target annual long-term incentive awards in 2024 ● Provides upside incentive in up-market, with some down-market protection; supports retention ● Three-year cliff vest (subject to certain exceptions)

			PRSUs & Profits Interest Units (Performance-based)	● 60% of target annual long-term incentive award in 2024, requiring significant outperformance to achieve target ● Three-year performance periods with the actual payout based on TSR and Relative TSR performance ● Provides some upside in up-or down-market based on relative performance ● Direct alignment with stockholders ● Additional vesting once earned (25% per calendar quarter, subject to certain exceptions) for enhanced retention

Long-term incentive compensation
performance-based EQUITY award (60%)	Time-Based EQUITY AWARD (40%)
(3-Year Performance Period) 3-year Relative TSR vs. FTSE Nareit Equity Health Care Index Absolute TSR		Cliff vests after three years
Of the Performance-based Awards granted in January 2024: ● 55% of the value (at the target level) is earned based on the Company’s Relative TSR over the three-year performance period (“Relative TSR-based Awards”) and ● the other 45% of the value (at the target level) is earned based on the Company’s Absolute TSR over the three-year performance period (“Absolute TSR-based Awards”).


PRIOR TO 2020		● Increased the emphasis on Performance-based Awards by moving from a mix of 50% / 50% of Performance- and Time-based Awards, respectively, to a mix of 60% / 40% of Performance- and Time-based Awards, respectively ● Increased the rigor of the Relative TSR comparison by adding an additional 50 bps of required performance at target ● Based equity award values on grant date fair value in comparison to the peer group to align with SEC disclosure requirements rather than on the basis of projected estimated economic value ● Changed Relative TSR comparator from MSCI U.S. REIT Index to the FTSE Nareit Equity Health Care Index to better compare our performance with that of our direct peers ● Voluntarily adopted a clawback policy allowing the Company, in the event of a financial restatement, to recover certain incentive compensation paid to executive officers
2020		● Adopted a retirement policy providing for prorated retirement-based vesting of long-term equity incentive awards granted on or after January 1, 2020 for employees who have reached the age of 62 and provided at least ten years of service to the Company ● Delayed vesting of equity awards upon certain termination events, allowing the Company to reduce the earned or vested amount of the award in the event of covenant breaches by the officers, including breach of non-competition, non-solicitation and intellectual property covenants ● Used a wider range of payout levels for 2020 LTI awards than in prior years to better align payout with market practices and peer compensation plans, so that the aggregate long-term equity incentive opportunity would be 0.50x, 1.0x and 2.0x at threshold, target and high, respectively, as compared to 0.75x, 1.0x and 1.5x, respectively, for 2019 awards
2021		● Did not increase salaries or bonus opportunities for four out of five NEOs, instead incorporating such increase into a 5-7% LTI increase for such NEOs; did not otherwise make any changes to compensation plans in response to the COVID-19 pandemic
2022		● No performance-based equity awards of NEOs vested in 2022 given Absolute and Relative TSR performance for the three-year period ending December 31, 2021, reflecting strong alignment between pay and performance ● Did not otherwise make any changes to compensation plans in response to continuing effects of the pandemic, consistent with our approach in 2021
2023		● No Absolute TSR-based equity awards of NEOs vested in 2023 given Absolute TSR performance for the three-year period ending December 31, 2022 while Relative TSR-based equity awards for the period vested at the high level, reflecting strong alignment between pay and performance ● Capped salary increases for NEOs to 2.6% notwithstanding inflation increases of 6-8% in the period; did not otherwise make any changes to compensation plans ● Adopted revised clawback policy in compliance with SEC and NYSE requirements
2024		● No Absolute TSR-based equity awards of NEOs vested in 2024 given Absolute TSR performance for the three-year period ending December 31, 2023 while Relative TSR-based equity awards for the period were eligible for vesting at the high level, reflecting strong alignment between pay and performance
2025		● Strong alignment of pay for performance given earning of three-year performance awards at the high level due to three-year Absolute TSR and Relative TSR performance


Name		2024 Base Salary
C. Taylor Pickett		$930,000
Daniel J. Booth ⁽¹⁾		$602,000
Robert O. Stephenson		$577,000
Gail D. Makode		$493,000


	Annual Incentive
	(% of Base Salary)
Name	Threshold		Target		High
C. Taylor Pickett	100	%	125	%	200	%
Daniel J. Booth⁽¹⁾	50	%	75	%	125	%
Robert O. Stephenson	50	%	75	%	125	%
Gail D. Makode	50	%	75	%	125	%


					2024
PERFORMANCE GOAL #1:	Weighting	Threshold	Target	High	Results
FAD PER SHARE	30%	$2.62	$2.67	$2.72	$2.73


					2024
PERFORMANCE GOAL #2:	Weighting	Threshold	Target	High	Results
TENANT QUALITY	30%	97.00%	98.00%	99.00%	99.03%


					2024
PERFORMANCE GOAL #3:	Weighting	Threshold	Target	High	Results
LEVERAGE	10%	4.9x	4.7x	4.5x	3.96x






PERFORMANCE GOAL #4:
COMMITTEE’S ASSESSMENT OF		Weighting
INDIVIDUAL PERFORMANCE		30%


FAD per share (30%)
	Threshold	Target	High	Actual
Executive	$2.62	$2.67	$2.72	$2.73
C. Taylor Pickett	$279,000	$348,750	$558,000	$558,000
Daniel J. Booth⁽¹⁾	$90,300	$135,450	$225,750	$0
Robert O. Stephenson	$86,550	$129,825	$216,375	$216,375
Gail D. Makode	$73,950	$110,925	$184,875	$184,875


Tenant Quality (30%)
	Threshold	Target	High	Actual
Executive	97.0%	98.0%	99.0%	99.0%
C. Taylor Pickett	$279,000	$348,750	$558,000	$558,000
Daniel J. Booth⁽¹⁾	$90,300	$135,450	$225,750	$0
Robert O. Stephenson	$86,550	$129,825	$216,375	$216,375
Gail D. Makode	$73,950	$110,925	$184,875	$184,875


Leverage (10%)
	Threshold	Target	High	Actual
Executive	4.9x	4.7x	4.5x	3.96x
C. Taylor Pickett	$93,000	$116,250	$186,000	$186,000
Daniel J. Booth⁽¹⁾	$30,100	$45,150	$75,250	$0
Robert O. Stephenson	$28,850	$43,275	$72,125	$72,125
Gail D. Makode	$24,650	$36,975	$61,625	$61,625