Ventas, Inc DEF 14A, filed Apr 2, 2024

Ventas, Inc. (VTR)

DEF 14A 2024-04-02 For: 2024-05-14

View Original

Added on June 12, 2026

About this DEF 14A

Ventas, Inc filed this DEF 14A on April 2, 2024.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


CHECK THE APPROPRIATE BOX:
o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ			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 2024 Annual Meeting of Stockholders			iii
About Ventas			2
Our Company			2
2023 Performance			3
2023 Environmental, Social and Governance Highlights			5
Proxy Summary			8
Corporate Governance and Board Matters			9

Proposal 1: Election of Directors			9
Board Snapshot			10
Board Nominees			11
Director Recruitment, Nomination and Succession Planning			24
Our Corporate Governance Framework			29
Board Leadership Structure			31
Board Roles and Responsibilities			33
Committee Information			36
Stockholder Engagement			39
Contacting the Board of Directors			41
Non-Employee Director Compensation			41
Our Executive Officers			45
Executive Compensation			47

Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers			47
Compensation Discussion and Analysis			48
Compensation Committee Report			75
Compensation Committee Interlocks and Insider Participation			75
Executive Compensation Tables			76
CEO Pay Ratio			86
2023 Pay vs. Performance			86
Equity Compensation Plan Information			91
Audit Matters			92

Proposal 3: Ratification of Fiscal 2024 Auditor Selection			92
Audit and Non-Audit Fees			93
Policy on Pre-Approval of Audit and Permissible Non-Audit Services			93
Audit and Compliance Committee Report			94
Securities Ownership			95
Stock Ownership of Directors, Management and Certain Beneficial Owners			95
Additional Information			97
Information About Our 2024 Annual Meeting			97
Submission of Stockholder Proposals and Other Items for 2025 Annual Meeting			101
Cautionary Note Regarding Forward-Looking Statements			101
Appendix A: Non-GAAP Financial Measures Reconciliation			A-1
Non-GAAP Financial Measures			A-1
Helpful Resources			A-8




Leader in senior housing in North America with high-quality portfolio serving large and growing aging population	Data-driven insights influencing asset performance, execution and market selection	Strong operator relationships covering all care types and geographies




Complementary compounding growth from Outpatient Medical & Research assets aligned through strong institutional demand	Attractive valuation and growth profile	Deeply experienced leadership with a performance culture that wins together



25+	~18%	$34B	BBB+
Years of Operation	Annualized Total Shareholder Return since the beginning of 2000(2)	Enterprise Value	Credit Rating(3)


~1,400	815	~22M	>$5B
Properties	Senior Housing Communities	Square Foot Outpatient Medical Portfolio(4)	Assets Under Management in the Ventas Investment Management Platform


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




Capturing the Opportunity in Senior Housing As the second largest owner of senior housing, Ventas occupies a superior position to capture the compelling organic growth opportunity embedded in our existing portfolio and build our scale with new investments focused on U.S. senior housing. With the over 80 population projected to grow 24% through 2029 and construction starts the lowest they have been since 2009, our senior housing portfolio has already started to deliver on an unprecedented multiyear growth opportunity. We intend to expand our footprint in U.S. senior housing by acquiring new communities and leveraging our industry-leading data analytics capabilities, the experience and insights of our team and our strong, collaborative relationships with operators. By 2026, when the first of more than 70 million baby boomers turn 80, the opportunity in senior housing should shine even brighter, as we deliver valuable services and security that benefit this large and growing group of residents and their families. Guided by a Strong, Independent Board Our strategy and execution are overseen by a strong, independent and deeply engaged Board, with the right mix of experience, skills and judgment. Our highly accomplished directors have significant executive leadership, investment, financial and operating experience across real estate, healthcare, development, REITs and public companies. Twelve of our 13 current directors are independent and they regularly come together with the goal of making decisions that will improve performance for our stakeholders. Seven have been added since the beginning of 2019. In 2024, we welcomed Theodore R. Bigman and Joe V. Rodriguez, Jr., seasoned REIT investors who bring new perspectives to our excellent Board. As we welcome new directors, we recognize the contributions of James D. ("Denny") Shelton, who has decided to retire after more than 16 years of service on the Board, including eight years as Lead Independent Director. The Board has selected Roxanne M. Martino to succeed Denny as Lead Independent Director, effective immediately following the 2024 Annual Meeting. A Unique Opportunity for Growth and Value Creation We are excited to continue delivering growth led by our advantaged position in senior housing. As we enable exceptional environments that benefit the aging population amid unprecedented growth in the demographic we serve, we have a unique opportunity to create value for our stakeholders. We appreciate your trust in our Company and are dedicated to rewarding that trust with results and performance. Sincerely, Debra A. Cafaro Chairman and Chief Executive Officer



A LEADER IN REAL ESTATE UNIQUELY POSITIONED TO CREATE VALUE


Ventas is focused on serving a large and growing aging population with an emphasis on senior housing



OUR IMPACT \| Enabling Sustainable Environments and Strong Communities


			Our ESG practices are designed to position our business for sustainable long-term outperformance. From capital allocation to active asset management, we see the big picture and take the long view in our approach to environmental sustainability, ongoing operations, growth strategies and our relationships with communities.


			Advanced Our Net Zero Operational Carbon Commitment In 2022, Ventas became the first healthcare REIT to commit to a net zero operational carbon emissions (Scope 1 and 2) goal, which we plan to achieve by 2040. In 2023, we created and rolled out property-specific decarbonization roadmaps for all ~800 properties within our operational control and are incorporating decarbonization into our routine capital planning processes.


			Continued Leadership in Energy Management – We earned the 2023 ENERGY STAR® Partner of the Year Sustained Excellence in Energy Management Award, the program’s highest honor, and ranked among the top 15 ENERGY STAR® certifiers of 2022.


97% tenant satisfaction			Continued to Improve Tenant Satisfaction - We achieved 97% tenant satisfaction in our outpatient medical portfolio, outperforming most industry peers and improving tenant satisfaction for the fifth straight year.


$29M spent with M/WBEs			Promoted Opportunities for Women and Minority-Owned Businesses ("M/WBE") – Strong vendor relationships and strong communities are good for our business. In 2023, we spent $29 million with M/WBEs across our development portfolio. Through our membership in and support of the National Association of Minority Contractors (NAMC), we expanded and strengthened the pool of essential contractors, suppliers and other vendors available to our Company and the real estate industry more broadly.



OUR EMPLOYEES \| Empowering Exceptional People


			We excel at what we do by investing in the best talent across disciplines. We encourage collaboration, recognize individuals for their unique strengths and continually enhance our employee resources to support personal and professional success. Our colleagues' diverse experiences and perspectives provide a competitive advantage and help us achieve better business outcomes.


>6,100 employee training and development hours 40% of employees promoted or transferred since hired			Continued to invest in and empower our talent, driving productivity and engagement – We want our people to grow and develop meaningful careers at Ventas. In 2023, we continued to provide significant growth and development opportunities, with over 6,100 hours of employee training and programming, including customized leadership effectiveness programs for our employees. Our annual employee engagement survey and quarterly pulse surveys informed several initiatives in 2023, including enhancing communication and opportunities for in-person connectivity and strengthening our market leading benefits package through increased 401(k) match, expanded parental leave and a new paid company holiday. Our investment in our employees is reflected in the 40% of employees who have been promoted or transferred to new roles since they were hired.


59% total company diversity by gender, race or ethnicity			Expanded our talent pipeline to drive performance and support diversity – Within Ventas, we strive to create an inclusive, equitable and diverse environment where there is a strong feeling of belonging and openness to different perspectives, which we believe drives better business outcomes. To support this, in 2023 we significantly expanded our channels for sourcing candidates – such as through our relationships with the Real Estate Executive Council (REEC) and The National Association of Black Accountants – to elevate the excellence and diversity of our team.



OUR STANDARDS \| Leading in Governance and Transparency


			Our strong corporate governance and commitment to ethics, integrity and transparency serve as the foundation for long-term, sustainable value creation. Our work and impact are supported by a best-in-class governance program. Our rigorous approach to risk management and dedication to building a sustainable business positions Ventas as a leader.


#1 listed Healthcare REIT in GRESB Real Estate Assessment since 2017			Upheld leading REIT ESG disclosures – Since GRESB introduced the Public Disclosure Assessment in 2017, Ventas has achieved the highest grade of “A” each year. In 2023, Ventas earned 99 out of 100 points and ranked #1 out of 10 respondents in the U.S. Healthcare group.


integrated, multi-disciplinary enterprise-wide risk management process			Maintained robust risk oversight process – Ventas management has primary responsibility for identifying and managing our Company’s exposure to risk, subject to active oversight by our Board of the processes we establish to assess, monitor and mitigate that exposure. The Board, directly and through its committees, routinely discusses significant enterprise risks with management and reviews the guidelines, policies and procedures we have in place to manage those risks.


For more information about our best in class corporate governance program, please see the Corporate Governance and Board Matters section of this Proxy Statement.



Named to the Bloomberg Gender Equality Index (GEI) for the 4th consecutive year	Named a Top Corporate Citizen by 3BL Media for the 4th consecutive year	Named one of America’s Most Responsible Companies by Newsweek for the 3rd consecutive year	Awarded Gold in Nareit's 2023 Diversity, Equity & Inclusion Recognition Awards


ITEMS:		Board Recommendation		Page Reference


1	To elect the 12 director nominees named in the Proxy Statement to serve until the 2025 Annual Meeting of Stockholders		FOR each director nominee	9



2	To approve, on an advisory basis, the compensation of our Named Executive Officers		FOR	47



3	To ratify the selection of KPMG LLP as our independent registered public accounting firm for the 2024 fiscal year		FOR	92



			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.



						Effective immediately prior to our 2024 Annual Meeting, James D. Shelton will retire from our Board. We extend our sincere gratitude to Mr. Shelton for his service as a director for the past 16 years.


			Diverse						Women
			Ethnically diverse


			Independent
			Non-independent


			50's						60's


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



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, Qualifications and Attributes Matrix,” as well as the future needs of the Board, including succession planning. The 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.



Director Diversity, Refreshment & Tenure


•Strong Track Record of Refreshment with 58% of Independent Directors on the Board for <6 years •Seven New Board Members since the beginning of 2019 •One-third of director nominees are Women; the Board Chair, incoming Lead Independent Director and two of the Board’s Three NYSE-Required Committees Chaired by Women •One-third of director nominees are Ethnically Diverse •Mandatory Retirement Age: 75



Robust Stockholder Engagement


•Year-Round Engagement by Board and Senior Management •Board-Led Stockholder Outreach Program for Over a Decade •Top 50+ Stockholders Representing Approximately 73% of Outstanding Shares Invited to Engage with Independent Directors at Least Biannually



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


						•Presiding at all meetings of our Board at which the Chairman is not present, including executive sessions and all other meetings of the independent directors, developing topics for discussion at such executive sessions or meetings, and coordinating 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 •Serving as liaison among the Chairman, the Chief Executive Officer and the independent directors •Advising as to the information needs of the Board, the appropriate scope, quality, and timeliness of the flow of information to the Board and approving 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 •Assisting 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 •Supporting the annual self-evaluation of the Board, providing guidance on the ongoing development of directors and supporting the succession planning of the Chief Executive Officer, in each case, in coordination with the Nominating, Governance and Corporate Responsibility Committee •Overseeing directors’ annual evaluation of the performance of the Chief Executive Officer •Available for consultation and direct communication with stockholders •Reviewing with our General Counsel potential conflicts of interest and other corporate governance matters •Performing 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 assessment and 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



2023 Meetings: 4 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 •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


						•Satisfy the independence standards of the SEC rules and regulations and the NYSE listing standards, including the additional independence requirements for audit committee members •Our Board has determined that each member is financially literate and qualifies as an “audit committee financial expert” for purposes of the SEC’s rules



2023 Meetings: 5 Roxanne M. Martino (Chair) Current Members: Sean P. Nolan James D. Shelton 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 material human capital topics


						All Members Independent


						•Satisfy the independence standards of the SEC rules and regulations and the NYSE listing standards, including the additional independence requirements for Compensation Committee members •Our Board has determined that each member of the Compensation Committee meets the additional requirements for “non-employee directors” set forth in Rule 16b-3 under the Exchange Act



2023 Meetings: 5 Melody C. Barnes (Chair) Current Members: Marguerite M. Nader Sean P. Nolan James D. Shelton 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 •Supports our Board in overseeing and monitoring our ESG strategies, goals and initiatives


						All Members Independent


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



2023 Meetings: 2 Mathew J. Lustig (Chair) Current Members: Michael J. Embler Walter C. Rakowich Sumit Roy Theodore R. Bigman						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 and satisfies 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. 353 North Clark Street, Suite 3300, Chicago, Illinois 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. 353 North Clark Street, Suite 3300, Chicago, Illinois 60654	independentbod@ventasreit.com


Annual Cash Retainer(1)		$	110,000
Supplemental Annual Retainer for Lead Independent Director		$	25,000
Supplemental Annual Retainer for Chair of
Audit and Compliance Committee		$	25,000
Compensation Committee		$	25,000
Nominating, Governance and Corporate Responsibility 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 Grant(3)		$	175,000
Grant Date Market Value of Initial Grant		$	175,000
Stock Ownership Guidelines Multiple	5 times annual cash retainer


Name	Fees Earned or Paid in Cash(2)			Stock Awards(3)			Total
Melody C. Barnes		$	131,500		$	174,991		$	306,491
Michael J. Embler		148,000			174,991			322,991
Matthew J. Lustig		125,000			174,991			299,991
Roxanne M. Martino		154,500			174,991			329,491
Marguerite M. Nader		149,500			174,991			324,491
Sean P. Nolan		148,000			174,991			322,991
Walter C. Rakowich		151,500			174,991			326,491
Robert D. Reed		70,000			—			70,000
Sumit Roy		129,500			174,991			304,491
James D. Shelton		173,000			174,991			347,991
Maurice S. Smith		153,000			174,991			327,991


Name			Unvested Shares of Restricted Stock and Restricted Stock Units
Melody C. Barnes			5,363
Michael J. Embler			5,641
Matthew J. Lustig			5,363
Roxanne M. Martino			5,363
Marguerite M. Nader			5,363
Sean P. Nolan			5,363
Walter C. Rakowich			5,363
Robert D. Reed			—
Sumit Roy			5,189
James D. Shelton			5,363
Maurice S. Smith			5,363




						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 14.

Debra A. Cafaro, 66 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, IT, tax, 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, 56 Executive Vice President and Chief Financial Officer




						Mr. Bulgarelli is the Executive Vice President, Outpatient Medical & 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 & 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 service firm, Ardent Health Services, a 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 fiduciary board, the real estate advisory council, and the finance committee. 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, 65 Executive Vice President, Outpatient Medical & 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, 49 Executive Vice President, Senior Housing and Chief Investment Officer




						Ms. Roberts has been our Executive Vice President, General Counsel and Ethics & Compliance Officer since March 2020. She also serves as our Corporate Secretary and principal counsel to our Board of Directors. As a member of the Ventas executive leadership team, Ms. Roberts is responsible for Ventas’s legal, compliance and enterprise risk management functions and oversees our ESG initiatives. Prior to joining Ventas, Ms. Roberts was Executive Vice President, Chief Legal Officer and Corporate Secretary of Assurant, Inc., a global provider of 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. In 2021, she was named a Next Generation Leader by Legal Momentum, the nation’s first and longest-serving legal advocacy group for women in the United States. 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, 53 Executive Vice President, General Counsel and Ethics & Compliance Officer


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


Executive Summary We delivered strong results in 2023. Our advantaged platform has the team, tools, financial strength, data capabilities and operator relationships to drive performance, as evidenced by our strong financial results in 2023. We delivered Total Stockholder Return ("TSR") of over 15%, outperforming both the FTSE Nareit Equity Health Care Index and the MSCI U.S. REIT Index. We delivered Normalized FFO* of $2.99 per share, which exceeded the midpoint Normalized FFO per share guidance provided in February 2023 and represented growth of more than 5%(1) over the prior year. Our results were fueled by unprecedented organic property growth in our senior housing operating portfolio, supported by compounding contributions from our outpatient medical and research and triple-net lease portfolios. Our asset classes continue to benefit from demographic demand and we entered 2024 with momentum that we believe will create significant stockholder value. Our executive compensation program supports long-term value creation. More than 90% of our CEO compensation and more than 80% of the compensation for our other Named Executive Officers (NEOs) is variable and at risk, tied to our stock price performance or subject to achievement of pre-set rigorous performance targets that are important to stockholder value creation. Our annual and long-term incentive compensation programs are aligned to stockholder returns and financial performance results, as demonstrated by the payouts under those programs. Our 2023 annual incentive plan paid out at 109%-125% of target, driven by three measures that are important to our investors — Normalized FFO per share, Fixed Charge Coverage Ratio and General & Administrative Management and Expense Controls. In our long-term incentive program, performance share unit ("PSU") Awards earned for the 2021-2023 performance period were slightly above target, consistent with our relative TSR performance over that same period. Our 2023 incentive programs reflect affirmative steps undertaken by the Compensation Committee in response to stockholder feedback. For our 2023 annual incentive plan, we: •Returned to our pre-pandemic practice of establishing full-year goals for all performance measures, •Increased the weighting of the corporate performance measures to 75% in 2023 from 60% in 2022 — above the 65% allocation in our pre-pandemic program design, and •Simplified the corporate performance measures by reducing the number of measures from four to three, all of which are financial and quantitative and more consistent with those used in our 2022 and pre-pandemic annual incentive plans. We have included in this Proxy Statement enhanced disclosure of the DE&I metrics included in our 2021-2023, 2022-2024 and 2023-2025 PSU awards. We continued to listen to our stockholders and made further adjustments to our long-term incentive plan in our 2024 executive compensation program. During our Fall 2023 stockholder engagement program, we received feedback that the performance measures in our long-term incentive program should be limited to financial measures. In response, we transitioned goals related to our DE&I initiatives from our long-term incentive program to be part of the individual performance component of the 2024 annual incentive plan, consistent with our continued commitment to these values.
			2023 PERFORMANCE HIGHLIGHTS >15% 2023 Total Shareholder Return $2.99 Normalized FFO* Per Share (>5%(1)) >8% Same-Store Cash NOI Growth >18% SHOP Same-Store Cash NOI Growth •$4B+ Capital Raised $3B+ Year-End Liquidity


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 & 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 Total Direct Compensation