Ventas, Inc PRE 14A, filed Mar 19, 2025

Ventas, Inc. (VTR)

PRE 14A 2025-03-19 For: 2025-03-19

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Added on October 15, 2026

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CHECK THE APPROPRIATE BOX:
þ			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a-12


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
þ			No fee required
o			Fee paid previously with preliminary materials
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


Letter to Ventas Stockholders			i
Notice of 202 5 Annual Meeting of Stockholders			iii
About Ventas			2
Our Company			2
202 4 Performance Highlights			4
Proxy Summary			6
Corporate Governance and Board Matters			8

Proposal 1: Election of Directors			8
Board Snapshot			9
Board Nominees			10
Director Recruitment, Nomination and Succession Planning			23
Our Corporate Governance Framework			28
Board Leadership Structure			31
Board Roles and Responsibilities			32
Committee Information			36
Stockholder Engagement			38
Contacting the Board of Directors			40
Non-Employee Director Compensation			40
Our Executive Officers			44
Executive Compensation			46

Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers			46
Compensation Discussion and Analysis			46
Compensation Committee Report			71
Compensation Committee Interlocks and Insider Participation			71
Executive Compensation Tables			72
CEO Pay Ratio			82
202 4 Pay vs. Performance			83
Equity Compensation Plan Information			87
Audit Matters			88

Proposal 3 : Ratification of Fiscal 202 5 Auditor Selection			88
Audit and Non-Audit Fees			89
Policy on Pre-Approval of Audit and Permissible Non-Audit Services			89
Audit and Compliance Committee Report			90
Amendments to Certificate of Incorporation			91

Proposal 4: Increase the Number of Authorized Common Shares			91
Proposal 5: Limit Liability of Certain Officers			93
Securities Ownership			95
Stock Ownership of Directors, Management and Certain Beneficial Owners			95
Delinquent Section 16(a) R eports			96
Additional Information			97
Information About Our 202 5 Annual Meeting			97
Submission of Stockholder Proposals and Other Items for 202 6 Annual Meeting			102
Cautionary Note Regarding Forward-Looking Statements			102
Appendix A: Non-GAAP Financial Measures Reconciliation			A-1
Non-GAAP Financial Measures			A-1
Non-GAAP Performance Measures			A-6
Helpful Resources			A-8




SENIOR HOUSING(1) Delivering valuable benefits to senior residents in a time of unprecedented demand	2nd LARGEST owner of senior housing(2) ~85K seniors served	800+ communities across the United States, Canada and the United Kingdom 29 SHOP operators




OUTPATIENT MEDICAL AND RESEARCH(1) Supporting growing demand for outpatient medical care and research that enhances health, longevity and quality of life	~22M square feet of outpatient medical (OM) space(3) 40M+ patient visits each year	95% of OM portfolio affiliated with health systems or hospitals


	VTR(1)		MSCI REIT Index		Nareit Health Care Index(2)
1 Year	22.2	%	8.8	%	21.1	%
3 Year	8.7	%	(2.3)	%	0.1	%
5 Year	4.6	%	4.3	%	2.9	%
Since 2000	18.1	%	9.8	%	12.4	%


þ			Filed by the Registrant			o			Filed by a party other than the Registrant


			Dear Fellow Stockholder,


			On behalf of our Board of Directors, I am pleased to present the 2025 Ventas Proxy Statement and invite you to join our Annual Meeting of Stockholders on May 13, 2025. Ventas delivered outstanding operating results and returns for stockholders in 2024 as we executed on our focused strategy to capture the unprecedented multiyear growth opportunity in senior housing. We delivered a total shareholder return of more than 22%,* outperforming the FTSE Nareit Health Care Index and the MSCI U.S. REIT Index for the third consecutive year and extending our track record of strong returns and outperformance for the near-, intermediate- and long-term. Total annualized returns to shareholders since January 1, 2000 have exceeded 18%, demonstrating the power of our position, advantaged platform and talented team. An Essential Participant in Longevity Economy Our nearly 1,400 assets are unified in serving the large and growing aging population, positioning Ventas as a leading participant in the longevity economy. With the first of more than 70 million baby boomers reaching the age of 80 next year, the U.S. 80+ population is anticipated to grow from about 14 million to about 18 million over the next five years—an increase of 28%.(1) This surge in the senior population has created strong demand for Ventas’s senior housing communities where, today, approximately 85,000 residents are enjoying the proven health, well-being and longevity benefits of living in a supported, affordable community environment. Yet, as hundreds of thousands more Americans are turning 80 each year, construction starts in senior housing have fallen to historic lows.(2) We expect this imbalance between demand and supply to provide a long runway for Ventas to grow. Executing Our Focused Strategy Against this backdrop of projected compelling secular demand, we are executing on our focused 1-2-3 strategy to drive growth and create value. In 2024, our team delivered the third consecutive year of double-digit growth in our senior housing operating portfolio ("SHOP") and leveraged our unique competitive advantages to complete over $2 billion of accretive investments that enhance our growth profile. These investments, which were focused on senior housing, met our well-defined operational and financial criteria, and were consistent with our Right Market, Right Asset, Right OperatorTM approach. Compounding contributions from our outpatient medical buildings, research centers and healthcare properties complemented our strong results in SHOP.


We believe financial strength and flexibility are imperative to our growth and performance. In 2024, we raised $4 billion in attractive capital, significantly improved our leverage, grew our scale and enhanced our strong financial position to support future growth. Building on our results and positive outlook, we recently announced a 7% increase in our quarterly dividend. We are focused on creating value from our advantaged position within the longevity economy as we enable exceptional environments that benefit a large and growing aging population. Benefiting from Strong, Independent Board of Directors As we execute on this mission, Ventas continues to benefit from a strong, independent and deeply engaged Board of Directors, with the right mix of experience, skills and judgment. I encourage you to read about our directors, our rigorous corporate governance standards and risk-management practices, “pay-for-performance” approach to executive compensation and other important topics in this proxy statement. We are excited to continue building value for our stockholders and appreciate your investment in our Company. We remain committed to rewarding your trust with results and performance.


Sincerely, Debra A. Cafaro Chairman and Chief Executive Officer



By Order of the Board of Directors, Carey S. Roberts Executive Vice President, General Counsel and Ethics & Compliance Officer April [ ], 2025 Chicago, Illinois						Important Notice Regarding Internet Availability of Proxy Materials for May 13, 2025, Annual Meeting We are sending this Proxy Statement and making this Proxy Statement first available on or about April [ ], 2025. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available via the internet at www.proxyvote.com.


	2024	2023	$ Change	% Change
Attributable Net Income (Loss)	$0.19	($0.10)	$0.29	n/m
Nareit FFO*	$3.14	$3.26	($0.12)	(4%)
Normalized FFO*	$3.19	$2.99	$0.20	7%


ITEMS:		Board Recommendation		Page Reference


1	To elect the 12 director nominees named in this Proxy Statement to serve until the 2026 Annual Meeting of Stockholders		FOR each director nominee	8



2	To approve, on an advisory basis, the compensation of our Named Executive Officers		FOR	46



3	To ratify the selection of KPMG LLP as our independent registered public accounting firm for the 2025 fiscal year		FOR	88



4	To approve an amendment to the Amended and Restated Certificate of Incorporation of Ventas, Inc. to increase the number of authorized shares of common stock		FOR	91



5	To approve an amendment to the Amended and Restated Certificate of Incorporation of Ventas, Inc. to limit the liability of certain officers as permitted by Delaware Law		FOR	93



			Our Board recommends that you vote FOR the election of each of the 12 director nominees to the Board of Directors listed on the enclosed proxy card or voting instruction form.



Evaluate Board Composition			The Nominating, Governance and Corporate Responsibility Committee periodically reviews Board composition and the skills, experience and qualifications held by existing directors and those sought in candidates, considering the needs of the Board in light of the Company’s strategy, director feedback (including from the annual Board self-evaluation), stockholder perspectives and upcoming retirements and other potential departures.



Identify Candidates			Based on its assessment of Board composition, the Nominating, Governance and Corporate Responsibility Committee identifies a candidate profile to guide the Committee’s search and may retain a third-party search firm to assist in identifying and evaluating candidates. Candidates may also be recommended by our stockholders, existing directors, advisors and other sources.



Assess Candidates			Candidates are assessed against the criteria outlined in “—Director Recruitment, Nomination and Succession Planning” and the skills, experience and qualifications shown in “Board Nominees— Director Nominees Skills, Experience and Qualifications,” as well as the future needs of the Board, including succession planning. The Nominating, Governance and Corporate Responsibility Committee, with the assistance of the Corporate Secretary, reviews candidates for independence and potential conflicts.



Interview Candidates			Qualified top candidates are interviewed by members of the Nominating, Governance and Corporate Responsibility Committee and other Board members, as appropriate. In some cases, candidates are also screened by search firms and interviewed by members of management.



Recommend Candidates			The Nominating, Governance and Corporate Responsibility Committee recommends candidates to the Board for appointment or nomination for election.



Stockholder Vote			Stockholders vote on director nominees at the annual meeting of stockholders.


01									Questionnaires

									Tailored written questionnaires for the Board and each committee are reviewed by the Chair of the Nominating, Governance and Corporate Responsibility Committee. The Chair may solicit input from others, including the Lead Independent Director and Chairs of the Board's committees, in connection with the review of the questionnaires. We also regularly review the questionnaires with external advisors to ensure they reflect best practices. Directors then complete a questionnaire for the Board and for each relevant committee electronically. Responses to the questions are anonymous.


									Topical areas include: Corporate Strategy, Board Priorities, Corporate Governance, Executive Compensation, Board and Committee Composition, Succession Planning, Ethics and Compliance, Culture, Risk Management, Board and Committee Meetings, Communications and Materials and Overall Effectiveness of the Board and Committees


02									Review
									The Chair of the Nominating, Governance and Corporate Responsibility Committee receives and reviews responses to the questionnaires (which are provided anonymously) and discusses the feedback with the Chair of the Board and the Lead Independent Director, to the extent appropriate.

03									Individual Director Interviews


									The Chair of the Nominating, Governance and Corporate Responsibility Committee engages with independent directors individually to receive and discuss any feedback that they may want to provide directly.

04									Board and Committee Reports
									The Chair of the Nominating, Governance and Corporate Responsibility Committee consults with the Chair of the Board and Lead Independent Director and provides reports with feedback received to the full Board and the Chair of each committee, to the extent appropriate.

05									Feedback Incorporated
									The Board and each committee review and discuss the evaluation results, take the feedback into account when assessing the qualifications of the Board and use the feedback to develop changes to enhance Board and committee effectiveness.



Director Refreshment & Tenure


•Strong Track Record of Refreshment with 64% of Independent Directors on the Board for <7 years •Seven New Independent Board Members since the beginning of 2019 •Mandatory Retirement Age: 75



			Independent
			Non-independent



			50s
			60s



			<1-5 years
			>5-10 years
			>10 years



Robust Stockholder Engagement


•Year-Round Engagement by Board and Senior Management •Board-Led Stockholder Outreach Program for Over a Decade



Annual Election Elected annually by the independent directors Service Expected Generally expected to serve for more than one year						Specific Responsibilities:


						•Presides at all meetings of our Board at which the Chairman is not present, including executive sessions and all other meetings of the independent directors, develops topics for discussion at such executive sessions or meetings and coordinates feedback and follow-up, as appropriate, with the Chairman, the Chief Executive Officer, the chairs of relevant Board committees and other directors as applicable regarding matters discussed •Serves as liaison among the Chairman, the Chief Executive Officer and the independent directors •Advises as to the information needs of the Board, the appropriate scope, quality, and timeliness of the flow of information to the Board and approves meeting agendas and schedules for the Board in coordination with the Chairman and Chief Executive Officer •Authority to call meetings (including executive sessions) of the independent directors •Assists the Board and management in promoting corporate governance best practices at the Company, in coordination with the Chairman, Chief Executive Officer and the Nominating, Governance and Corporate Responsibility Committee •Supports the annual self-evaluation of the Board, provides guidance on the ongoing development of directors and supports the succession planning of the Chief Executive Officer, in each case, in coordination with the Nominating, Governance and Corporate Responsibility Committee •Oversees directors’ annual evaluation of the performance of the Chief Executive Officer •Available for consultation and direct communication with stockholders •Reviews with our General Counsel potential conflicts of interest and other corporate governance matters •Performs such additional duties as may be assigned from time to time by the independent directors or the Board


Audit and Compliance Committee

•Reviews financial, accounting, public reporting and internal control risks and the mechanisms through which we assess and manage risk •Discusses with management the Company’s major financial risk exposures and steps taken to monitor and control such exposures, including the Company’s risk management processes •Reviews the Company’s information security, cybersecurity and ethics and compliance risks •Reviews conflict of interest, related party and other similar matters and oversees risks associated with such matters


Compensation Committee

•Evaluates whether our compensation policies and practices, as they relate to both executive officers and employees generally, encourage excessive risk-taking •Reviews risks and associated risk management activities related to human capital management


Investment Committee

•Oversees certain transaction-related risks, including the review of transactions in excess of certain thresholds


Nominating, Governance and Corporate Responsibility Committee

•Reviews risks related to corporate governance, Board effectiveness and succession planning •Evaluates risks associated with non-executive director independence, when applicable



2024 Meetings: 5 Walter C. Rakowich (Chair) Current Members: Michael J. Embler Marguerite M. Nader Maurice S. Smith						Key Responsibilities


						•Oversees the quality and integrity of our financial statements •Reviews annual and quarterly financial statements and the Company's quarterly earnings materials and communications •Responsible for appointing, compensating and overseeing independent registered public accounting firm •Pre-approves all audit and non-audit services •Supervises the performance of our internal audit function •Oversees compliance with legal and regulatory requirements •Reviews and discusses financial, accounting, internal control and information and cybersecurity risks with management


						All Members Independent


						Our Board has determined that each member of the Audit Committee •Meets the independence standards of the SEC rules and regulations and the NYSE listing standards, including the additional independence requirements for audit committee members •Is qualified to serve on the Audit Committee •Qualifies as an “audit committee financial expert” under applicable law



2024 Meetings: 5 Roxanne M. Martino (Chair) Current Members: Sean P. Nolan Maurice S. Smith						Key Responsibilities


						•Designs, reviews, approves and administers all aspects of executive compensation •Reviews and oversees our director and executive stock ownership guidelines •Reviews and makes recommendations on non-employee director compensation •Reviews and approves corporate goals and objectives for our executive officers •Evaluates our executive officers’ performance in light of the corporate goals and objectives •Oversees incentive and equity-based compensation programs •Adopts policies regarding compensation recovery (clawback) •Reviews our human capital management programs and initiatives and other human capital topics


						All Members Independent


						Our Board has determined that each member of the Compensation Committee •Meets the independence standards of the SEC rules and regulations and the NYSE listing standards, including the additional independence requirements for compensation committee members •Is a “non-employee director” as defined in Rule 16b-3 under the Exchange Act •Is qualified to serve on the Compensation Committee



2024 Meetings: 6 Melody C. Barnes (Chair) Current Members: Marguerite M. Nader Sean P. Nolan Joe V. Rodriguez, Jr.						Key Responsibilities


						•Develops and recommends a set of corporate governance principles •Reviews and advises the Board on corporate governance issues and practices •Evaluates the size and composition of our Board and its committees •Develops and recommends Board membership criteria •Identifies, evaluates and recommends qualified director nominees •Manages annual Board and committee evaluation process •Reviews our corporate political contribution, expenditure and activity policy and oversees our compliance •Reviews and oversees responses regarding stockholder proposals •Assists our Board in reviewing succession planning for the executive officers •Assists our Board is monitoring and overseeing our approach to sustainability and corporate responsibility


						All Members Independent


						•Our Board has determined that each member of the Nominating, Governance and Corporate Responsibility Committee is independent within the meaning of the NYSE listing standards



2024 Meetings: 2 Mathew J. Lustig (Chair) Current Members: Theodore R. Bigman Michael J. Embler Walter C. Rakowich Sumit Roy						Key Responsibilities


						•Oversees, reviews and monitors the Company’s investment and divestiture activities, including by reviewing and approving, or recommending approval by the Board of, proposed investment and divestiture activities (including the financing thereof) in accordance with the Company’s Investment and Divestiture Approval Procedures •Periodically reviews the Company’s investment policies and procedures


						All Members Independent


						•Our Board has determined that each member of the Investment Committee is independent within the meaning of the NYSE listing standards


			Conversations at Investor Conferences, Investor Calls, Analyst Meetings and Other Activity Throughout the Year


Communication	Letter	Email
Communicate directly with the Board on Board-related issues	Board of Directors c/o Corporate Secretary Ventas, Inc. 300 North LaSalle Street, Suite 1600, Chicago, IL 60654	bod@ventasreit.com
Communicate with the Lead Independent Director or the independent directors as a group	Lead Independent Director c/o Corporate Secretary Ventas, Inc. 300 North LaSalle Street, Suite 1600, Chicago, IL 60654	independentbod@ventasreit.com


Annual Cash Retainer(1)		$	110,000
Supplemental Annual Retainer for Lead Independent Director		$	50,000
Supplemental Annual Retainer for Chair of
Audit and Compliance Committee		$	35,000
Compensation Committee		$	30,000
Nominating, Governance and Corporate Responsibility Committee		$	25,000
Investment Committee		$	20,000
Supplemental Annual Retainer for Members of
Audit and Compliance Committee		$	20,000
Compensation Committee		$	20,000
Nominating, Governance and Corporate Responsibility Committee		$	15,000
Investment Committee		$	15,000
Excess Board and Committee Meeting Fees(2)		$	1,500
Grant Date Market Value of Annual Equity Award(3)(4)		$	185,000
Stock Ownership Guidelines Multiple	5 times annual cash retainer


Name	Fees Earned or Paid in Cash(1)			Stock Awards(2)			Total
Melody C. Barnes		$	131,250		$	174,958		$	306,208
Theodore R. Bigman		103,365			174,958			278,323
Michael J. Embler		145,000			174,958			319,958
Matthew J. Lustig		126,250			174,958			301,208
Roxanne M. Martino		162,047			174,958			337,005
Marguerite M. Nader		145,000			174,958			319,958
Sean P. Nolan		145,000			174,958			319,958
Walter C. Rakowich		152,500			174,958			327,458
Joe V. Rodriguez, Jr.		103,365			174,958			278,323
Sumit Roy		125,000			174,958			299,958
James D. Shelton		62,582			—			62,582
Maurice S. Smith		150,000			174,958			324,958


Name	Amount Deferred			Units Credited
Melody C. Barnes		—		—
Theodore R. Bigman		—		—
Michael J. Embler		—		—
Matthew J. Lustig		$	126,250	2,479
Roxanne M. Martino		162,047		3,146
Marguerite M. Nader		—		—
Sean P. Nolan		—		—
Walter C. Rakowich		—		—
Joe V. Rodriguez, Jr.		—		—
Sumit Roy		125,000		2,459
James D. Shelton		31,291		660
Maurice S. Smith		150,000		2,951


Name			Unvested Shares of Restricted Stock and Restricted Stock Units
Melody C. Barnes			3,648
Theodore Bigman			3,648
Michael J. Embler			3,648
Matthew J. Lustig			3,648
Roxanne M. Martino			3,648
Marguerite M. Nader			3,648
Sean P. Nolan			3,648
Walter C. Rakowich			3,648
Joe V. Rodriguez, Jr.			3,648
Sumit Roy			3,648
James D. Shelton			—
Maurice S. Smith			3,648




						Ms. Cafaro has been our Chief Executive Officer and a director since 1999 and Chairman of our Board of Directors since 2003. She also served as our President from 1999 to November 2010. Ms. Cafaro’s biographical information appears under “Director Nominees” on page 13.

Debra A. Cafaro, 67 Chairman and Chief Executive Officer




						Mr. Probst has been our Executive Vice President and Chief Financial Officer since October 2014. As a member of the Ventas executive leadership team, Mr. Probst plays a key role in all aspects of finance, accounting, information technology, strategy and investor relations. Prior to joining Ventas, Mr. Probst served as Senior Vice President and Chief Financial Officer of Beam Inc., a global spirits distributor, from its inception as a stand-alone publicly traded spirits company in October 2011 to its sale to Suntory Holdings Limited in May 2014. Mr. Probst also previously served as Vice President of Finance, Strategy and M&A for the Medication Delivery business division at Baxter International, Inc., a multinational healthcare company, and he spent eight years with UK-based Diageo PLC, a British multinational beverage alcohol company, most recently as its Chief Financial Officer, Global Supply. His early career in finance began with roles at The Pillsbury Company, a flour miller and food products manufacturer, and as a Commercial Lending Officer with The Northern Trust Bank, a financial services company. In addition to his work for Ventas, Mr. Probst is a member of The Economic Club of Chicago and he serves on the board of the Chicago Botanic Garden, where he chairs the audit committee and serves on the executive committee. In 2018, he was named the Chicago Public Company CFO of the Year by the Chicago Chapter of Financial Executives International (FEI), and, in 2019, he was named FEI’s Public Company Financial Executive of the year, a national award. Mr. Probst earned his B.A. degree with honors in Economics from Duke University and received his M.B.A. degree with highest honors in Finance and Accounting from The University of Chicago Booth School of Business.
Robert F. Probst, 57 Executive Vice President and Chief Financial Officer




						Mr. Bulgarelli is the Executive Vice President, Outpatient Medical and Research of Ventas, Inc. and the President and Chief Executive Officer of Lillibridge Healthcare Services, Inc., a fully integrated outpatient medical real estate operating company and wholly owned subsidiary of Ventas. As a member of the Ventas executive leadership team, Mr. Bulgarelli is responsible for Ventas’s growing integrated outpatient medical and research platform, which combines the outpatient medical and university-based research center portfolios, as well as its healthcare assets, which include hospitals and post-acute facilities. Mr. Bulgarelli joined Ventas in 2018 following a successful 28-year career at Jones Lang LaSalle (NYSE: JLL), a global professional services firm specializing in real estate, where he most recently led their industry-focused businesses, including healthcare, life sciences, higher education, and public sector businesses. Mr. Bulgarelli serves on the Boards of PMB Real Estate Services, LLC, a real estate services firm, Ardent Health Services, a NYSE-listed 30-hospital system spanning six states and Ann & Robert H. Lurie Children’s Hospital of Chicago, a top-ranked children’s hospital and non-profit pediatric medical research center. He serves on the Lurie executive committee and finance committee and chairs the real estate council. He is also a past Chair of the Illinois Board for the American Diabetes Association. Mr. Bulgarelli earned a B.S. in civil engineering from the University of Illinois and an M.B.A. from Northwestern University’s Kellogg Graduate School of Business.
Peter J. Bulgarelli, 66 Executive Vice President, Outpatient Medical and Research, Ventas, Inc. President and CEO, Lillibridge Healthcare Services, Inc.




						Mr. Hutchens has been our Executive Vice President, Senior Housing since March 2020 and our Chief Investment Officer since January 2023. As a member of the Ventas executive leadership team, Mr. Hutchens is responsible for Ventas’s Senior Housing portfolio and, as of January 2023, for the Company’s capital allocation strategy and execution across the enterprise. Prior to joining Ventas, Mr. Hutchens served as Chief Executive Officer for HC-One, where he led the company through a significant period of refinement and growth resulting in Britain’s largest residential and nursing care home operator. Prior to that, Mr. Hutchens held senior executive and leadership positions in various publicly traded and private equity-backed organizations, including serving as President and Chief Investment Officer of HCP (now Healthpeak Properties, Inc.), a healthcare real estate investment trust (NYSE: PEAK), Chief Executive Officer, Chief Operating Officer and President of National Health Investors (NYSE: NHI), a real estate investment trust specializing in senior housing, and Chief Operating Officer of Emeritus Corporation, a senior living company that was the largest operator of assisted living facilities in the United States during his tenure and which was acquired in 2014 by Brookdale Senior Living, Inc. (NYSE: BKD). A frequent speaker on investment practices, company performance and senior housing and care operations, Mr. Hutchens was recognized in Forbes Magazine’s Top 20 “Most Powerful CEOs Age 40 and Under” list for four consecutive years. In addition to his work at Ventas, Mr. Hutchens currently serves on the Board of Directors of Atria Senior Living, a national manager of senior housing communities, and the National Investment Center for Seniors Housing. Mr. Hutchens holds Executive Certificates in Measurement and Control of Organizational Performance from the University of Michigan and Strategy and Innovation from MIT's Sloan School of Management. Mr. Hutchens earned his B.S. in Human Services from the University of Northern Colorado and his M.S. in Management from Regis University.
J. Justin Hutchens, 50 Executive Vice President, Senior Housing and Chief Investment Officer




						Ms. Roberts has served as our Executive Vice President, General Counsel, Ethics & Compliance Officer and Corporate Secretary since March 2020. A member of the Ventas executive leadership team, Ms. Roberts is responsible for Ventas’s legal, compliance, tax, government relations and risk departments and oversees our sustainability strategy and initiatives. Prior to joining Ventas, Ms. Roberts was Executive Vice President, Chief Legal Officer and Corporate Secretary of Assurant, Inc., a global provider of insurance and other risk management products and services (NYSE: AIZ). Prior to that, Ms. Roberts served as Deputy General Counsel, Global Chief Compliance Officer and Corporate Secretary of Marsh & McLennan Companies, Inc., a global professional services firm (NYSE: MMC) and as a partner in the corporate practice of Covington & Burling LLP, an international law firm, where she counseled companies in a wide range of industries, including financial services, life sciences and biotechnology and information technology. In addition to her work at Ventas, Ms. Roberts is a member of The Economic Club of Chicago and serves on the Board of Directors of Openlands. She received her bachelor’s degree from the University of Chicago and her J.D. from the George Washington University Law School, both with honors.
Carey S. Roberts, 54 Executive Vice President, General Counsel and Ethics & Compliance Officer


Proposal 2 Advisory Vote to Approve the Compensation of Our Named Executive Officers


Name			Title
Debra A. Cafaro			Chairman and Chief Executive Officer
Robert F. Probst			Executive Vice President and Chief Financial Officer
Peter J. Bulgarelli			Executive Vice President, Outpatient Medical and Research, Ventas, Inc. President and CEO, Lillibridge Healthcare Services, Inc.(1)
J. Justin Hutchens			Executive Vice President, Senior Housing and Chief Investment Officer
Carey S. Roberts			Executive Vice President, General Counsel and Ethics & Compliance Officer


CEO Total Direct Compensation			Other NEOs Average Total Direct Compensation


n			Base Salary
n			Annual Cash Incentive Compensation
n			Long-Term Equity Incentive Compensation



			Base Salary						Base Salary compensates our executives for the knowledge, skill and expertise they bring to our Company on a day-to-day basis. Base salaries are generally targeted to approximate the median of the Compensation Peer Group(1), but may deviate from this target based on an individual’s sustained performance, contributions, leadership, experience, expertise and scope of responsibilities within our Company as compared to the benchmark data.


			Annual Cash Incentive Compensation						Annual Cash Incentive Compensation rewards our executives for achieving pre-determined corporate and individual goals established for the fiscal year. These goals typically represent milestones we have determined need to be met within a given year to advance our annual and long-term objectives.


			Long-Term Equity Incentive Compensation						Long-Term Equity Incentive Compensation rewards our executives for performance that supports our long-term strategy and growth. This compensation typically consists of (i) Restricted Stock Units (“RSUs”) that vest over three years and (ii) PSUs that vest at the end of a three-year period, subject to achieving performance measures established at the beginning of that performance period. The long-term incentive opportunity for each NEO other than our CEO is in the form of 40% RSUs and 60% PSUs. Our CEO's long-term incentive opportunity is in the form of 30% RSUs and 70% PSUs.