Welltower Inc PRE 14A, filed Mar 29, 2022

Welltower Inc. (WELL)

PRE 14A 2022-03-29 For: 2022-03-28

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	Preliminary Proxy Statement
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	Definitive Proxy Statement
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	Soliciting Material under §240.14a-12

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1.	The election of ten director nominees named in the Proxy Statement accompanying this notice to hold office until the next Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified;
2.	The approval of an amendment to the Certificate of Incorporation of Welltower OP Inc. to remove the provision requiring Welltower Inc. shareholders to approve amendments to the Welltower OP Inc. Certificate of Incorporation and other extraordinary transactions involving Welltower OP Inc.;
3.	The ratification of the appointment of Ernst & Young LLP (“EY”) as Welltower’s independent registered public accounting firm for the year ending December 31, 2022; and
4.	The approval, on an advisory basis, of the compensation of our named executive officers.


BY INTERNET	BY PHONE	BY MAIL

Visit www.proxyvote.com	Dial 1-800-690-6903	Sign, date and return your proxy card or voting instruction form	Scan this QR code to view digital versions of Welltower’s Proxy Statement and 2021 Annual Report

TABLE OF CONTENTS

Proxy Statement Summary		4
2021 Business Highlights		4
Human Capital		6
Welltower’s Board of Directors		7
Corporate Governance Highlights		8
Environmental, Social and Governance (ESG) Leadership		8

Corporate Governance		10
Role of The Board		10
Board Functions and Policies		13
Shareholder Engagement		18

Proposal 1 Election of Directors		19
Summary of Board Skills and Diversity		20
Director Nominees		21
Director Compensation		25

Proposal 2 Amendment to the Certificate of Incorporation of Welltower OP Inc. to Remove the Provision Requiring Welltower Inc. Shareholders to Approve Amendments to the Welltower OP Inc. Certificate of Incorporation and Other Extraordinary Transactions Involving Welltower OP Inc.		27
Proposal Background		27
Technical Description of the Reorganization and the Proposal		28
Form of the Amendment		29

Proposal 3 Ratification of the Appointment of the Independent Registered Public Accounting Firm		30
Audit Fees		30
Pre-Approval Policies and Procedures		32
Audit Committee Report		32

Proposal 4 Approval, on an Advisory Basis, of the Compensation of the Named Executive Officers		33

Executive Compensation		34
Compensation Discussion and Analysis		34
Executive Officers		35
Executive Summary		36
Who Makes Compensation Decisions		38
Shareholder Outreach Initiatives		39
Compensation Peer Group		40
Compensation Elements and Results		41
Other Compensation Information		52
Compensation Committee Report		53

Executive Compensation Tables		54
Summary Compensation Table		54
2021 Grants of Plan-Based Awards Table		55
2021 Outstanding Equity Awards at Fiscal Year-End Table		57
2021 Option Exercises and Stock Vested Table		59
Potential Payments Upon Termination or Change In Corporate Control		59
Risk Management and Compensation		63

Security Ownership of Directors and Management and Certain Beneficial Owners		64

General Information		67
Pay Ratio		71
Equity Compensation Plan Information		72
Other Matters		72

Appendix A - Non-GAAP Financial Measures		73

	“I would like to extend the deep appreciation of the entire board to Jeff Donahue for his 24 years of service as Lead Independent Director and Chair of the Board.”


FREQUENTLY REFERENCED INFORMATION

Board and Governance Highlights		10

Director and Committee Membership		11

Nomination Process for Board Election		13

Key Risk Oversight Responsibilities of the Board and its Committees		16

Summary of Board Skills and Diversity		20

Director Nominees		21

Director Compensation		25

Director Stock Ownership Guidelines		26

Shareholder Outreach Initiatives		39

Compensation Peer Group		40

	2021 Highlights


1,800+ PROPERTIES	$5.7B PRO RATA GROSS INVESTMENTS

BBB+/Baa1 INVESTMENT GRADE BALANCE SHEET	2.84% DIVIDEND YIELD (as of 12/31/2021)

37% TOTAL SHAREHOLDER RETURN

•	Increased seniors housing operating (“SHO”) portfolio spot occupancy approximately 510 basis points (“bps”) from the pandemic-low of 72.6%⁽¹⁾on March 12, 2021.
•	Completed $5.7 billion of pro rata gross investments across all segments during 2021, which are expected to create significant shareholder value in the coming years.
•	Completed pro rata property dispositions and loan payoffs of $1.4 billion, demonstrating continued strong demand and liquidity for Welltower’s high-quality assets, while improving the quality of our portfolio.
•	Formed 19 new and proprietary long-term growth relationships with best-in-class developers and operators which are expected to meaningfully contribute to capital deployment opportunities.

•	During the third quarter, acquired an 85-property seniors housing portfolio owned by Holiday Retirement for $1.58 billion, now operated by Atria Senior Living following its acquisition of the Holiday management company.
•	Substantially exited our operating relationship with Genesis Healthcare through a series of mutually beneficial transactions totaling $880 million in value, or $144,000 per bed, achieving an 8.5% unlevered IRR and meaningfully reducing our In-Place NOI⁽¹⁾ exposure to long-term post-acute care.

•	As of December 31, 2021, we had $347 million of cash and cash equivalents and restricted cash and $3.7 billion of available borrowing capacity under our unsecured revolving credit facility.
•	Maintained a favorable leverage position, reporting Net Debt to Adjusted EBITDA of 6.95x⁽¹⁾as of December 31, 2021.
•	Issued $1.75 billion of unsecured notes with a weighted average duration of over nine years and a blended average coupon of 2.57%.
•	Closed on an expanded $4.7 billion unsecured credit facility at LIBOR plus 77.5 bps, which represents a five bps improvement in pricing from our previous facility.
•	During 2021, efficiently sold 34.9 million shares of common stock under the At-the-Market (“ATM”) program via forward sale agreements, which are expected to generate gross proceeds of approximately $2.8 billion (of which 29.7 million shares have been settled resulting in $2.4 billion of gross proceeds during 2021).
•	Moody’s Investors Services and S&P Global Ratings revised their ratings outlook for Welltower to Stable from Negative and affirmed Welltower’s issuer credit ratings as Baa1 and BBB+, respectively.

•	Finished the year with $127 million of general and administrative expenses, representing approximately 0.23% of Welltower’s enterprise value (lowest ratio among our healthcare REIT peers).
•	Paid cash dividends of $2.44 per share with the dividend paid in March 2022 representing Welltower’s 203^rdconsecutive dividend.
•	Appointed John F. Burkart as Executive Vice President - Chief Operating Officer given his experience utilizing a data-driven approach to drive platform efficiencies.
•	Added 51 net new employees in 2021 with a focus on Business Insights, Development and Investments, representing a greater than 10% expansion in the Welltower team.

•	Appointed Dennis G. Lopez and Ade J. Patton, both racially/ethnically diverse, to the Board of Directors.
•	Nine of our ten director nominees are women or racially/ethnically diverse. Our independent Chair of the Board is also a racially/ethnically diverse director.
•	Four of the five Board committees are chaired by women or racially/ethnically diverse directors.

•	Safely reopened communities to admissions, visitation, and in-person tours while maintaining strict adherence to federal, state, local, and/or operator-imposed guidelines.
•	Coordinated connections between seniors housing operators and CVS/Omnicare and Walgreens to facilitate distribution of COVID-19 vaccines to Welltower communities and staff and resident education around vaccine efficacy and safety.
•	Maintained elevated cleaning and PPE protocols throughout the pandemic.

•	Elevated by CDP to the highest available band level of Leadership, with an improved score of “A-” for taking coordinated action on climate issues.
•	Raised MSCI ESG rating from A to AA.
•	Named to the Dow Jones Sustainability North American Index for the sixth consecutive year.
•	Listed in the FTSE4Good Index since 2012.

	May [●], 2022

10:00 a.m. Eastern Time

	•	Recognized by the U.S. Environmental Protection Agency (EPA) and U.S. Department of Energy as an ENERGY STAR Partner of the Year for the third consecutive year and elevated to the level of Sustained Excellence, the EPA’s highest recognition within the ENERGY STAR program.
	•	Maintained Gold Level Green Lease Leader status by the Institute for Market Transformation and the U.S. Department of Energy’s Better Buildings Alliance.
	•	Named to the Bloomberg Gender-Equality Index for the third consecutive year.
	•	Named to the Workplace Health Achievement Index by the American Heart Association for the fourth consecutive year and increased from Bronze to Silver level.
	•	Maintained Prime status under the ISS-ESG Corporate rating for the third consecutive year.
	•	Named by S&P Global in collaboration with RobecoSAM for the fourth consecutive year in the 2021 edition of The Sustainability Yearbook.
	•	Named to the top 20% of Newsweek’s America’s Most Responsible Companies list for the third consecutive year.
	•	Named to Sustainalytics 2021 Top-Rated ESG Companies list.
	•	Named as one of the top sustainable REITs in Barron’s list of America’s Most Sustainable Companies for the second consecutive year.
	•	Honored at the Women’s Forum of New York Breakfast of Champions for the second time for Welltower’s representation of women on its Board of Directors.
	•	Opened Sunrise at East 56^th, the recipient of all three LEED Silver, WELL Certification at the Silver level, and WELL Health-Safety Rating Seal certifications.

Name	Age	Primary occupation	Independent	Director since	Committees⁽¹⁾
Kenneth J. Bacon Chair since 2020	67	Co-founder and managing partner of RailField Realty Partners		2016	• Executive^(C)
Karen B. DeSalvo	56	Chief Health Officer of Google Health		2018	• Investment • Nom/Gov
Jeffrey H. Donahue	75	Former President and Chief Executive Officer Enterprise Community Investment, Inc.		1997	• Compensation^(C) • Executive • Investment
Philip L. Hawkins	66	Executive Chairman of Link Logistics Real Estate		2020	• Compensation • Investment
Dennis G. Lopez	67	Chief Executive Officer of QuadReal Property Group Ltd.		2021	• Compensation • Investment
Shankh Mitra	41	Chief Executive Officer and Chief Investment Officer of Welltower		2020	• Executive
Ade J. Patton	43	Executive Vice President and Chief Financial Officer of HBO/HBO Max/Global DTC		2021	• Audit • Nom/Gov
Diana W. Reid	66	Former Executive Vice President of The PNC Financial Services Group, Inc.		2020	• Audit • Executive • Nom/Gov^(C)
Sergio D. Rivera	59	Former Chief Executive Officer of SeaWorld Entertainment, Inc.		2014	• Audit • Executive • Investment^(C)
Johnese M. Spisso	61	President of UCLA Health, Chief Executive Officer of UCLA Hospital System, and Associate Vice Chancellor of UCLA Health Sciences		2018	• Compensation • Nom/Gov
Kathryn M. Sullivan	66	Former Chief Executive Officer of UnitedHealthcare Employer and Individual, Local Markets		2019	• Audit^(C) • Compensation • Executive

Board Composition and Independence	Board and Committee Practices	Shareholder Rights
• All directors except the CEO are independent	• Annual Board and committee evaluations, including one-on-one interviews led by the Chair and interviews by an independent third party every two years	• Single class of stock with equal voting rights
• Independent Board Chair	• Director orientation and continuing education	• Annual elections for all directors
• Executive sessions provided for all quarterly Board and committee meetings	• 90% of all director nominees, including all members of the Audit Committee, are financial experts	• Majority voting standard for uncontested elections of directors
• Mandatory retirement age	• 99% attendance by directors at Board and committee meetings in 2021	• Proxy access for shareholders
• Limits on board member service on other public company boards	• Robust stock ownership guidelines

	•	Continued to work towards our goals of a 10% reduction in greenhouse gas (GHG) emissions, energy, and water use by 2025 from our 2018 baseline.
	•	Continued foundational operational efficiency upgrades and increased green building certifications and execution of green leases.
	•	Increased sustainability data coverage, with more of our seniors housing communities and medical office buildings reporting their energy, water, and waste data and sharing data with Welltower.
	•	Through September 30, 2021, used $277.7 million of net proceeds from the December 2019 green bond offering to fund energy efficiency, water conservation, and green building projects.

	•	Maintained 1:1 gender parity across the organization and 50% women or racially/ethnically diverse membership on Welltower’s Leadership Team.
	•	Relaunched the Welltower Charitable Foundation with a focus on supporting eligible charitable initiatives relating to aging, health care, the environment, education, and the arts through our employee matching program (WELL-Matched), ENG supported donations, and our quarterly donation competitions (Give-WELL).
	•	Since early 2016, Welltower and the Welltower Charitable Foundation have provided more than $42 million in cash and in-kind support to programs and communities that align with our philanthropic priorities.
	•	Relaunched the Welltower Award through which Welltower has acknowledged and rewarded the hard work and contributions of Welltower employees who support and further our strategic goals based on innovation, leadership, value creation, and customer focus.
	•	Expanded our second annual Day of Giving, allowing our employees an opportunity to make an impact for local charitable organizations through global volunteer opportunities conducted during work hours.
	•	Honored multiple days and months for diversity and inclusion aligned education and remembrance, including Black History Month, Hispanic Heritage Month, Martin Luther King Jr. Day, Memorial Day, Pride Month, Veterans Day and Women’s History Month.

	•	Achieved 80% women and racially/ethnically diverse director leadership on the Board of Directors with 40% of Board committees led by women.
	•	Maintained an independent Chair of the Board, who is racially/ethnically diverse.
	•	Continued to improve our already high CDP, ISS-ESG, MSCI, Sustainalytics, and Vigeo Eiris scores through enhanced tracking, reporting, and disclosure.
	•	Published 9^thAnnual Environmental, Social and Governance Report in accordance with Global Reporting Initiative (GRI) standards and aligned with Sustainability Accounting Standards Board (SASB) and increased its mapping to the Task Force on Climate-Related Financial Disclosures (TCFD).
	•	Conducted efforts to ensure compliance for Welltower, as well as our operators and properties, with municipal energy and water benchmarking and reporting regulations.
	•	Continued to garner overwhelming shareholder approval (93% and above) for Say-on-Pay proposals regarding our executives’ compensation in each of the past five years.
	•	Limited the Board’s ability to waive the director age limit policy under the Corporate Governance Guidelines.

BOARD AND GOVERNANCE HIGHLIGHTS
Number of Independent Director Nominees Standing for Election	9
Total Number of Director Nominees	10
Number of New Independent Directors over Last Five Years	7
Average Age of Director Nominees Standing for Election	59.2
Average Tenure of Director Nominees Standing for Election (years)	3.3
Percentage of Women and Racially/Ethnically Diverse Director Nominees Standing for Election	90%
Racially/Ethnically Diverse CEO	Yes
Racially/Ethnically Diverse Independent Chair	Yes
Women or Racially/Ethnically Diverse Leadership of Committees	80%
Annual Election of All Directors	Yes
Majority Voting for Directors	Yes
Proactively Adopted Proxy Access	Yes
Average Board and Committee Meeting Attendance	99%
Regular Executive Sessions of Independent Directors	Yes
New Director Orientation	Yes
Annual Board and Committee Self-Evaluations	Yes
Annual Review of Management Succession Plans	Yes
Code of Business Conduct and Ethics	Yes
Published Political Contribution Policy	Yes
Overwhelming Shareholder Approval of Say-on-Pay over Last Five Years (% of approval)	≥93%
Policies and Practices to Align Executive Compensation with Long-Term Shareholder Interests	Yes
Stock Ownership Requirements for Executives	Yes
Stock Ownership Requirements for Directors	Yes
Anti-Hedging and Anti-Pledging Policies	Yes
Clawback Policy	Yes


		80% of Board Committees are led by women or racially/ethnically diverse directors

MEMBERS: • Ms. Sullivan (Chair) • Mr. Patton • Ms. Reid • Mr. Rivera Meetings in 2021: 4		The Audit Committee assists the Board in monitoring Welltower’s financial statements; the independent auditor, including its qualifications and independence; the performance of Welltower’s internal auditor and internal audit function; Welltower’s compliance with legal and regulatory requirements; the effectiveness of Welltower’s internal controls over financial reporting and disclosure controls and procedures; Welltower’s major financial risk exposures, risk assessment, and risk management policies; and Welltower’s information technology systems and information security matters. The Board has determined that all members of the Audit Committee have the requisite financial literacy under the rules of the NYSE to serve on the Audit Committee and satisfy the definition of “audit committee financial expert” under applicable rules of the Securities and Exchange Commission (“SEC”). Additionally, the Board determined that all of the members of the Audit Committee are independent under the applicable rules of the NYSE and under the separate independence standards for audit committee members under Rule 10A-3 of the Securities Exchange Act of 1934, as amended.

COMPENSATION COMMITTEE
MEMBERS: • Mr. Donahue (Chair) • Mr. Hawkins • Mr. Lopez • Ms. Spisso • Ms. Sullivan Meetings in 2021: 7		The Compensation Committee reviews and approves the compensation arrangements for Welltower’s executive officers; reviews and administers Welltower’s stock compensation plans and programs; and reviews and recommends to the Board changes in the Board’s compensation. The Compensation Committee also oversees Welltower’s strategies and policies related to human capital management, including with respect to matters such as diversity and inclusion, workplace environment and culture, and talent development and retention. All of the members of the Compensation Committee are independent under the applicable rules of the NYSE and the SEC and non-employee directors for the purpose of section 16 under the Securities Exchange Act of 1934, as amended. See “Compensation Discussion and Analysis” for additional information regarding the Compensation Committee.

EXECUTIVE COMMITTEE
MEMBERS: • Mr. Bacon (Chair) • Mr. Donahue • Mr. Mitra • Ms. Reid • Mr. Rivera • Ms. Sullivan Meetings in 2021: 1		The function of the Executive Committee is to exercise all of the powers of the Board (except any powers specifically reserved to the Board) between meetings of the Board.

INVESTMENT COMMITTEE
MEMBERS: • Mr. Rivera (Chair) • Dr. DeSalvo • Mr. Donahue • Mr. Hawkins • Mr. Lopez Meetings in 2021: 6		The Investment Committee reviews Welltower’s investment guidelines and policies; reviews and approves certain developments, investments, and dispositions; reviews senior management’s development, investment and disposition plans; makes recommendations to the Board regarding investments requiring the Board’s approval; reviews and periodically evaluates the performance of Welltower’s investments; and reviews and makes recommendations to the Board regarding appropriate approval levels of authority granted to the Investment Committee and to senior management.

NOMINATING/CORPORATE GOVERNANCE COMMITTEE
MEMBERS: • Ms. Reid (Chair) • Dr. DeSalvo • Mr. Patton • Ms. Spisso Meetings in 2021: 5		The Nominating/Corporate Governance Committee engages in succession planning for the Board and key leadership roles on the Board and its committees; identifies potential candidates to fill Board positions; makes recommendations to the Board concerning the size and composition of the Board and its committees; oversees and makes recommendations regarding corporate governance matters, including an annual review of Welltower’s Corporate Governance Guidelines; oversees the annual evaluation of the performance of the Board and its committees; reviews environmental sustainability issues and Welltower’s environmental sustainability practices; and oversees Welltower’s political contributions and policies and practices regarding political contributions. All of the members of the Nominating/Corporate Governance Committee are independent under the applicable rules of the NYSE.

Key Risk Oversight Responsibilities of the Board and its Committees
	Audit Committee	Compensation Committee	Investment Committee	Nominating/ Corporate Governance Committee	Board of Directors
Financial reporting	●				●
Internal controls over financial reporting	●				●
Information technology and security	●				●
Legal and regulatory compliance	●				●
Compensation plans and arrangements		●			●
CEO and executive management succession planning		●			●
People		●			●
Acquisitions/Dispositions			●		●
Development projects			●		●
Loan and equity investments			●		●
Corporate governance				●	●
Corporate social responsibility and sustainability matters				●	●
Inclusion and diversity				●	●
Shareholder engagement program				●	●

SHANKH MITRA, Chief Executive Officer & Chief Investment Officer
Age 41 Director since: 2020 Welltower Committees: • Executive		EDUCATION: • BA – Engineering, Jadavpur University • MBA – Columbia Business School
		OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Public Storage
		KEY SKILLS AND EXPERIENCE: Mr. Mitra has served as Welltower’s Chief Executive Officer since October 2020 and its Chief Investment Officer since August 2018. He served as Welltower’s Vice Chair – Chief Operating Officer and Chief Investment Officer from April 2020 to October 2020. From January 2018 to August 2018, he served as Welltower’s Senior Vice President – Investments and, from January 2016 to January 2018, Mr. Mitra served as Welltower’s Senior Vice President – Finance & Investments. Prior to joining Welltower, Mr. Mitra served as Portfolio Manager, Real Estate Securities at Millennium Management, LLC from July 2013 to October 2015, as a Senior Analyst at Citadel Investment Group from April 2012 to June 2013, and as a Senior Analyst at Fidelity Investments from 2009 to 2012. Among other qualifications, Mr. Mitra has extensive knowledge of and experience in the real estate industry and capital markets. His day-to-day leadership as Chief Executive Officer & Chief Investment Officer provides him with intimate knowledge of Welltower’s business and operations.

Age 67 Director since: 2016 Welltower Committees: • Executive (Chair)	EDUCATION: • BA – Anthropology, Stanford University • MSc – International Relations, London School of Economics • MBA – Finance & Strategy, Harvard Business School
	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Ally Financial Inc. (Risk Committee Chair) • Arbor Realty Trust • Comcast Corporation (Governance and Directors Nominating Committee Chair)	FORMER PUBLIC COMPANY DIRECTORSHIPS • Forest City Realty Trust, Inc.
	KEY SKILLS AND EXPERIENCE: Mr. Bacon has served as Welltower’s Chair of the Board since October 2020. Mr. Bacon is a co-founder of RailField Realty Partners (a financial advisory and asset management firm) and has served as RailField’s managing partner since 2012. Prior to launching RailField, Mr. Bacon spent 19 years at Fannie Mae, most recently serving as Executive Vice President of the multifamily mortgage business from July 2005 to March 2012. Among other qualifications, Mr. Bacon’s extensive experience in financial services, real estate investment, government affairs and housing make him a valuable asset to the Board.

KAREN B. DESALVO, Independent Director
Age 56 Director since: 2018 Welltower Committees: • Investment • Nominating/ Corporate Governance	EDUCATION: • BA – Biology and Political Science, Suffolk University • MD – Tulane University School of Medicine • MPH – Tulane University School of Public Health • MSc – Harvard T.H. Chan School of Public Health
		FORMER PUBLIC COMPANY DIRECTORSHIPS • Humana Inc.
	KEY SKILLS AND EXPERIENCE: Dr. DeSalvo is a physician executive who has served as the Chief Health Officer of Google since December 2019. She is on the Council of the National Academy of Medicine. From 2018-2019, she served as professor of medicine and population health at the University of Texas at Austin Dell Medical School and co-lead of the National Alliance to Impact the Social Determinants of Health with former HHS Secretary Michael O. Leavitt. From 2014 to 2017, she served as Acting Assistant Secretary for Health at the U.S. Department of Health and Human Services and as National Coordinator for Health Information Technology. From 2011 to 2014, she was Health Commissioner for the City of New Orleans. Prior to that she was Vice Dean for Community Affairs and Health Policy at the Tulane University School of Medicine, where she practiced medicine and led the medical school’s community health programs. She was formerly on the Medicare Payment Advisory Commission and the Board of Directors of Humana. Among other qualifications, Dr. DeSalvo’s experience in medical and public health leadership, health care technology, health care delivery and health care policy make her an important addition to the Board.

PHILIP L. HAWKINS, Independent Director
Age 66 Director since: 2020 Welltower Committees: • Compensation • Investment	EDUCATION: • BA – Hamilton College • MBA – University of Chicago
	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Corporate Office Properties Trust (Investment Committee Chair)	FORMER PUBLIC COMPANY DIRECTORSHIPS • Prologis, Inc. • DCT Industrial Trust Inc.
	KEY SKILLS AND EXPERIENCE: Mr. Hawkins has served as a member of the Board of Trustees of Corporate Office Properties Trust (a real estate investment trust that invests in office buildings) since 2014. He also serves as a board member of the following private companies: Link Logistics Real Estate as the Executive Chairman since January 2020, Washington Prime Group Inc. as the Chairman since February 2022, and Pure Industrial since February 2022. He served as a member of the Board of Directors of Prologis, Inc. from August 2018 to January 2020. From October 2006 to August 2018, he served as Chief Executive Officer, President and a member of the Board of Directors of DCT Industrial Trust Inc. (an industrial REIT that owned, acquired, operated and developed logistics related properties) until it merged into Prologis. From 2002 to 2006, Mr. Hawkins served as President and Chief Operating Officer and a member of the Board of Directors of CarrAmerica Realty Corporation. Earlier in his career at CarrAmerica, he served as Chief Operating Officer for four years and Managing Director of Asset Management for two years. Before that, Mr. Hawkins held a series of senior executive positions in real estate investment, development, leasing and management with LaSalle Partners, Ltd. and served on LaSalle’s Board of Directors. Among other qualifications, Mr. Hawkins’ extensive experience in real estate investment, development and operations in both public and private markets make him an important addition to the Board.

DENNIS G. LOPEZ, Independent Director
Age 67 Director since: 2021 Welltower Committees: • Compensation • Investment	EDUCATION: • BA – California State University, Long Beach • MBA – Finance and Accounting, University of California
		FORMER PUBLIC COMPANY DIRECTORSHIPS • American Campus Communities, Inc.
	KEY SKILLS AND EXPERIENCE: Mr. Lopez has served as the Chief Executive Officer of QuadReal Property Group Ltd. (a global real estate investment, operating and development company) since June 2017. He was Chief Investment Officer of AXA Real Estate Investment Managers (a global real estate investment manager) from 2009 to 2017, and Chief Executive Officer of SUN Real Estate Group (a private equity firm with real estate activities in India and Russia) from 2007 to 2009. Mr. Lopez has had a career of over 30 years in investment banking and real estate investment management, including serving as Global Head of Real Estate at Cambridge Place Investment Management (a London-based hedge fund) for two years and a Managing Director/Head of European Real Estate at JP Morgan in London for seven years. Among other qualifications, Mr. Lopez’s extensive experience in financial investment and services, real estate investment, and international business and investment make him a valuable asset to the Board.

ADE J. PATTON, Independent Director
Age 43 Director since: 2021 Welltower Committees: • Audit • Nominating/ Corporate Governance		EDUCATION: • BA – Government, University of Virginia • MBA – Harvard Business School • JD – Harvard Law School
		KEY SKILLS AND EXPERIENCE: Mr. Patton has served as Executive Vice President and Chief Financial Officer of HBO/HBO Max/Global DTC at WarnerMedia, LLC since August 2020, and previously served as Chief Financial Officer of Turner Sports and Head of Planning and Development at WM News & Sports from April 2019 to August 2020. Before assuming that role, Mr. Patton served as Senior Vice President – Corporate Finance, M&A and GTO of Turner Broadcasting System, Inc. from February 2017 to April 2019, Senior Portfolio Manager at Millennium Management, LLC (an investment management firm) from January 2015 to February 2017, Senior Research Analyst at Citadel LLC (a multinational hedge fund and financial services company) from June 2009 to March 2014, and Research Analyst at Magnetar Capital LLC (a hedge fund) from June 2007 to June 2009. Among other qualifications, Mr. Patton’s extensive experience in financial and investment management and operations make him a valuable asset to the Board.

DIANA W. REID, Independent Director
Age 66 Director since: 2020 Welltower Committees: • Audit • Executive • Nominating/ Corporate Governance (Chair)		EDUCATION: • BS – California State University, Chico • MBA – University of Virginia Darden School of Business
		KEY SKILLS AND EXPERIENCE: Ms. Reid served as Executive Vice President of The PNC Financial Services Group, Inc. (a bank holding company) and the executive in its commercial real estate business from 2007 to 2019. She was Founding Partner of Beekman Advisors from 2003 to 2007, providing owners of privately-held real estate finance companies with strategic advice and sell-side representation. Earlier in her career, she held various roles in bond trading, capital markets, and financial institutions advisory for 19 years at the global investment bank now known as Credit Suisse. Among other qualifications, Ms. Reid’s extensive experience in real estate banking and capital markets make her an important addition to the Board.

SERGIO D. RIVERA, Independent Director
Age 59 Director since: 2014 Welltower Committees: • Audit • Executive • Investment (Chair)	EDUCATION: • BA – Finance and International Business, Florida International University • MBA – Florida International University
		FORMER PUBLIC COMPANY DIRECTORSHIPS • ILG, Inc. • SeaWorld Entertainment, Inc.
	KEY SKILLS AND EXPERIENCE: Mr. Rivera served as Chief Executive Officer of SeaWorld Entertainment, Inc. (a leading theme park and entertainment company) from November 2019 to April 2020. He served as President of the Ocean Reef Club (a leading private residential club) from February 2019 to May 2019. Mr. Rivera also served as Chief Executive Officer and President of the Vacation Ownership segment of ILG, Inc. (a hospitality and leisure services company) from 2016 to September 2018. From 1998 to 2016, Mr. Rivera served in a variety of capacities with Starwood Hotels & Resorts Worldwide, Inc., including President of The Americas from 2012 to 2016, and Chief Executive Officer and President of Starwood Vacation Ownership, Inc., formerly a wholly-owned subsidiary of Starwood Hotels & Resorts Worldwide, Inc., from 2007 to 2016. Among other qualifications, Mr. Rivera’s extensive experience in real estate development and investment strategy, corporate finance and accounting, and operating matters relevant to management of complex global businesses with one of the leading hotel and leisure companies in the world provides valuable insight to the Board.

JOHNESE M. SPISSO, Independent Director
Age 61 Director since: 2018 Welltower Committees: • Compensation • Nominating/ Corporate Governance		EDUCATION: • BS – Health Science, Chapman College • MPA – University of San Francisco
		CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Douglas Emmett, Inc.
		KEY SKILLS AND EXPERIENCE: Ms. Spisso has served as the President of UCLA Health (an academic medical center), Chief Executive Officer of the UCLA Hospital System and Associate Vice Chancellor of UCLA Health Sciences since 2016. Before assuming her positions at UCLA, she worked for 22 years at the University of Washington School of Medicine, including serving as Chief Health System Officer and Vice President, Medical Affairs for nine years. Among other qualifications, Ms. Spisso brings to the Board over 30 years of experience in large academic health system management and has demonstrated tremendous strategic and operational leadership during that time.

KATHRYN M. SULLIVAN, Independent Director
Age 66 Director since: 2019 Welltower Committees: • Audit (Chair) • Compensation • Executive		EDUCATION: • BA – Accounting, University of Louisiana at Monroe • MBA – Louisiana State University
		CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Hanger, Inc.
		KEY SKILLS AND EXPERIENCE: Ms. Sullivan served as Chief Executive Officer of UnitedHealthcare Employer and Individual, Local Markets (a diversified health care company), which is an operating division of UnitedHealth Group, from March 2015 to 2018. From 2008 to 2015, she served as Chief Executive Officer of UnitedHealthcare, Central Region. Among other qualifications, Ms. Sullivan’s experience in the health care industry, especially with respect to health plan payors, is extremely valuable to the Board.

Name	Fees Earned or Paid in Cash ($)			Stock Awards⁽¹²⁾ ($)		Total ($)
Kenneth J. Bacon		355,500	⁽²⁾		175,139		530,639
Karen B. DeSalvo		99,000	⁽³⁾		175,139		274,139
Jeffrey H. Donahue		135,500	⁽⁴⁾		175,139		310,639
Philip L. Hawkins		100,000	⁽⁵⁾		175,139		275,139
Dennis G. Lopez⁽¹⁾		56,896	⁽⁶⁾		105,511		162,407
Sharon M. Oster⁽¹⁾		49,135	⁽⁷⁾		160,066		209,201
Ade J. Patton⁽¹⁾		56,896	⁽⁶⁾		105,511		162,407
Diana W. Reid		115,470	⁽⁸⁾		175,139		290,609
Sergio D. Rivera		132,500	⁽⁹⁾		175,139		307,639
Johnese M. Spisso		102,000	⁽¹⁰⁾		175,139		277,139
Kathryn M. Sullivan		135,500	⁽¹¹⁾		175,139		310,369

(1)	Ms. Oster decided to not stand for election as a member of the Board at the 2021 Annual Meeting held on May 26, 2021 and therefore retired from the Board on that date. Messrs. Lopez and Patton were nominated to stand for election to the Board on March 30, 2021 and were elected to serve at the 2021 Annual Meeting held on May 26, 2021.
(2)	Includes $250,000 additional fee for serving as Chair of the Board and $7,500 additional fee for serving on the Executive Committee. Also includes $3,000 for attending more than four Board meetings.
(3)	Includes $3,000 for attending more than four Board meetings and $1,000 for attending more than four Nominating/Corporate Governance Committee meetings.
(4)	Includes $25,000 additional fee for serving as Chair of the Compensation Committee and $7,500 additional fee for serving on the Executive Committee. Also, includes $3,000 for attending more than four Board meetings, $3,000 for attending more than four Compensation Committee meetings, and $2,000 for attending more than four Investment Committee meetings.
(5)	Includes $3,000 for attending more than four Board meetings and $2,000 for attending more than four Investment Committee meetings.
(6)	Each of Mr. Lopez and Mr. Patton earned fees following their election to the Board on May 26, 2021. Mr. Lopez deferred 100% of his fees for 2021 pursuant to the Welltower Inc. 2019 Nonqualified Deferred Compensation Plan.
(7)	Fees were paid for Ms. Oster’s services through her retirement on May 26, 2021.
(8)	Includes $11,978 additional fee for serving as Chair of the Nominating/Corporate Governance Committee and $4,492 additional fee for serving on the Executive Committee. Also, includes $3,000 for attending more than four Board meetings and $1,000 for attending more than four Nominating/Corporate Governance Committee meetings.
(9)	Includes $25,000 additional fee for serving as Chair of the Investment Committee and $7,500 additional fee for serving on the Executive Committee. Also includes $3,000 for attending more than four Board meetings and $2,000 for attending more than four Investment Committee meetings.
(10)	Includes $3,000 for attending more than four Board meetings, $3,000 for attending more than four Compensation Committee meetings and $1,000 for attending more than four Nominating/Corporate Governance Committee meetings.
(11)	Includes $30,000 additional fee for serving as Chair of the Audit Committee and $7,500 additional fee for serving on the Executive Committee. Also includes $3,000 for attending more than four Board meetings.
(12)	Amounts set forth in this column represent the grant date fair value calculated in accordance with FASB ASC Topic 718 for deferred stock units granted to the non-employee directors on February 12, 2021 based on the closing price of $67.51 (other than Mr. Lopez and Mr. Patton) and on May 26, 2021 based on the closing price of $74.99 (other than Ms. Oster). Ms. Oster did not receive a grant on May 26, 2021 in light of her retirement from the Board on such date, and each of Messrs. Lopez and Patton only received a prorated grant on May 26, 2021 upon their appointment to the Board. As of December 31, 2021, (a) each non-employee director (other than Mr. Lopez and Mr. Patton) held an aggregate of 2,572 deferred stock units that had not yet been converted into shares of common stock and (b) Mr. Lopez and Mr. Patton held an aggregate of 1,407 deferred stock units that had not yet been converted into shares of common stock.