Welltower Inc DEF 14A, filed Apr 12, 2023

About this DEF 14A

Welltower Inc. (WELL)

DEF 14A 2023-04-12

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Added on June 12, 2026

2022 Highlights

2022 Highlights

1,965

PROPERTIES

$4.1B

PRO RATA GROSS INVESTMENTS

BBB+/Baa1

INVESTMENT GRADE BALANCE SHEET

3.7%

DIVIDEND YIELD

(as of 12/31/2022)

Welltower Inc filed this DEF 14A on April 12, 2023.

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		Preliminary Proxy Statement

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		Definitive Proxy Statement

		Definitive Additional Materials

		Soliciting Material Under §240.14a-12



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Notice of Virtual Annual Meeting of Shareholders		May 23, 2023
		May 23, 2023
	10:00 a.m. Eastern Time



Proxy Statement Summary			4
2022 Business Highlights			4
Human Capital			6
Welltower’s Board of Directors			6
Corporate Governance Highlights			7
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 – Ratification of the Appointment of the Independent Registered Public Accounting Firm			28
Audit Fees			28
Pre-Approval Policies and Procedures			30
Audit Committee Report			30

Proposal 3 – Approval, on an Advisory Basis, of the Compensation of the Named Executive Officers			31

Proposal 4 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation			32

Executive Compensation			33
Compensation Discussion and Analysis			33
Executive Officers			34
Executive Summary			35
Who Makes Compensation Decisions?			37
Shareholder Outreach Initiatives			39
Compensation Peer Group			40
Compensation Elements and Results			41
Other Compensation Information			60
Compensation Committee Report			61

Executive Compensation Tables			62
Summary Compensation Table			62
2022 Grants of Plan-Based Awards Table			63
2022 Outstanding Equity Awards at Fiscal Year-End Table			64
2022 Option Exercises and Stock Vested Table			66
Potential Payments Upon Termination or Change In Corporate Control			66
Risk Management and Compensation			70

Security Ownership of Directors and Management and Certain Beneficial Owners			71

General Information			74
Pay Versus Performance			78
Pay Ratio			81
Equity Compensation Plan Information			81
Other Matters			82

Appendix A - Non-GAAP Financial Measures			83


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			27

Shareholder Outreach Initiatives			39

Compensation Peer Group			40


Filed by the Registrant		Filed by a Party other than the Registrant


Board Composition and Independence	Board and Committee Practices	Shareholder Rights

• All directors except the CEO are independent	• Annual Board and committee evaluations 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	• 95% attendance by directors at Board and committee meetings in 2022	• Proxy access for shareholders

• Limits on board member service on other public company boards	• Robust stock ownership guidelines

	• Rigorous annual review of desired skills and attributes of directors and director nominees


2022 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		6

Average Age of Director Nominees Standing for Election		60

Average Tenure of Director Nominees Standing for Election (years)		4.3

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		95%

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

Shareholder Approval of Say-on-Pay over Last Five Years (% of approval)	≥	85%

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 Policy		Yes

Clawback Policy		Yes


AUDIT COMMITTEE

MEMBERS: • Ms. Sullivan (Chair) • Mr. Patton • Ms. Reid • Mr. Rivera Meetings in 2022: 6		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 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. Hawkins (Chair) • Mr. Lopez • Ms. Spisso • Ms. Sullivan Meetings in 2022: 6		The Compensation Committee reviews and approves the compensation arrangements for Welltower’s executive officers; reviews and administers Welltower’s compensation plans and programs; reviews and recommends to the Board changes in the Board’s compensation; and 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. Hawkins • Mr. Mitra • Ms. Reid • Mr. Rivera • Ms. Sullivan Meetings in 2022: 0		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. Hawkins • Mr. Lopez Meetings in 2022: 5		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. All of the members of the Investment Committee are independent under the rules of the NYSE.

NOMINATING/CORPORATE GOVERNANCE COMMITTEE

MEMBERS: • Ms. Reid (Chair) • Dr. DeSalvo • Mr. Patton • Ms. Spisso Meetings in 2022: 4		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 Welltower’s ESG practices and oversees the ESG Steering Committee; and oversees Welltower’s 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				●	●

Diversity and inclusion				●	●

Shareholder engagement program				●	●



SHANKH MITRA, Chief Executive Officer
Age 42 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. He served as Welltower’s Chief Investment Officer from August 2018 to January 2023 and 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 provides him with intimate knowledge of all aspects of the Company, including real estate operations, investment activity, and balance sheet management. In addition, Mr. Mitra sets the long-term strategic direction for the Company under the direction of the Board of Directors. He is also responsible for attracting and retaining top talent and for the professional development and advancement of team members.


KENNETH J. BACON, Chair & Independent Director
Age 68 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 57 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 67 Director since: 2020 Welltower Committees: • Compensation (Chair) • Executive • 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 68 Director since: 2021 Welltower Committees: • Compensation • Investment				EDUCATION: • BA – California State University, Long Beach • MBA – Finance and Accounting, University of California
				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 44 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 (WBD) 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 67 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 60 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: • SeaWorld Entertainment, Inc. • ILG, 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 62 Director since: 2018 Welltower Committees: • Compensation • Nominating/ Corporate Governance	EDUCATION: • BS – Health Science, Chapman College • MPA – University of San Francisco
		FORMER 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 67 Director since: 2019 Welltower Committees: • Audit (Chair) • Compensation • Executive	EDUCATION: • BA – Accounting, University of Louisiana at Monroe • MBA – Louisiana State University
		FORMER 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		361,500	⁽²⁾		175,009		536,509

Karen B. DeSalvo		103,500	⁽³⁾		175,009		278,509

Jeffrey H. Donahue⁽¹⁾		50,440	⁽⁴⁾		68,562		119,002

Philip L. Hawkins		126,882	⁽⁵⁾		175,009		301,891

Dennis G. Lopez		105,683	⁽⁶⁾		175,009		280,692

Ade J. Patton		104,500	⁽⁷⁾		175,009		279,509

Diana W. Reid		133,500	⁽⁸⁾		175,009		308,509

Sergio D. Rivera		138,000	⁽⁹⁾		175,009		313,009

Johnese M. Spisso		106,000	⁽¹⁰⁾		175,009		281,009

Kathryn M. Sullivan		143,000	⁽¹¹⁾		175,009		318,009


Type of fee	2022 Amount

Annual retainer for all directors		$95,000 yearly

Additional Chair of the Board fee		$250,000 yearly

Additional Committee Chair fees:

• Audit		$30,000 yearly

• Compensation, Investment		$25,000 yearly

• Nominating/Corporate Governance		$20,000 yearly

Additional fee for non-employee members of the Executive Committee		$7,500 yearly

Per meeting fee for each Board meeting in excess of four per year		$1,500

Per meeting fee for each committee meeting in excess of four per year		$1,000


	Year ended December 31,
	2022		2021

Audit Fees		$4,105,536		$3,534,736

Audit-Related Fees		153,000		145,800

Tax Fees:

Tax Compliance		2,275,850		1,841,545

Tax Planning and Tax Advice		349,158		623,450

All Other Fees		—		—

Totals		$6,883,544		$6,145,531


TABLE OF CONTENTS

Executive Officers			34

Executive Summary			35

2022 Business Performance Highlights			35
Named Executive Officers			35
Compensation Principles			35
Compensation Philosophy and Objectives			35
Policies and Procedures			36

Who Makes Compensation Decisions			37

Role of the Compensation Consultant			37
Input of Executive Officers			38

Compensation Peer Group			40

Compensation Elements and Results			41

Other Compensation Information			60

Compensation Committee Report			61



SHANKH MITRA, Chief Executive Officer
Age 42		Mr. Mitra has served as Welltower’s Chief Executive Officer since October 2020. Mr. Mitra’s biographical information appears under “Director Nominees” on page 21.


TIMOTHY G. MCHUGH, Executive Vice President - Chief Financial Officer
Age 38		Mr. McHugh has served as Welltower’s Executive Vice President – Chief Financial Officer since April 2020. Mr. McHugh’s previous roles at Welltower included Senior Vice President – Chief Financial Officer & Treasurer from September 2019 to April 2020, Senior Vice President – Corporate Finance from August 2018 to August 2019, and Vice President – Finance and Investment from January 2016 to August 2018. He also served as Welltower’s Treasurer from March 2017 to August 2018. From 2010 to 2015, Mr. McHugh served as Senior Analyst – Real Estate Securities at RREEF Management, currently known as DWS Investments.


JOHN F. BURKART, Executive Vice President - Chief Operating Officer
Age 59		Mr. Burkart has served as Welltower’s Executive Vice President – Chief Operating Officer since July 2021. Before joining Welltower, Mr. Burkart was at Essex Property Trust, where he served as Chief Operating Officer and Senior Executive Vice President from September 2019 to December 2020 and as Senior Executive Vice President from January 2015 to September 2019. From 1996 to 2014, Mr. Burkart held a series of increasingly senior positions at Essex Property Trust.


MATTHEW G. MCQUEEN, Executive Vice President - General Counsel & Corporate Secretary
Age 50		Mr. McQueen has served as Welltower’s Executive Vice President – General Counsel & Corporate Secretary since November 2020. Mr. McQueen’s previous roles at Welltower included Senior Vice President – General Counsel & Corporate Secretary from July 2016 to November 2020, and Senior Vice President – Legal from March 2015 to July 2016. From 2007 to 2015, Mr. McQueen served as of counsel and a partner in the Corporate and Securities group at the law firm of Sidley Austin LLP.


AYESHA MENON, Executive Vice President - Wellness Housing and Development
Age 42		Ms. Menon has served as Welltower’s Executive Vice President – Wellness Housing and Development since January 2023. Ms. Menon previously served as Senior Vice President – Wellness Housing and Development from May 2021 to January 2023 and Senior Vice President – Strategic Investments from May 2019 to May 2021. From April 2018 to April 2019, Ms. Menon served as Director of Real Estate Investment at Sidewalk Labs, an Alphabet Inc. company. Ms. Menon was a real estate investor at Wheelock Street Capital from 2008 to 2018.


JOSHUA T. FIEWEGER, Chief Accounting Officer
Age 43		Mr. Fieweger has served as Welltower’s Chief Accounting Officer since November 2020. Mr. Fieweger’s previous roles at Welltower included Senior Vice President & Controller from January 2019 to November 2020, Vice President – Controller from March 2018 to December 2018, Vice President – Accounting from January 2015 to March 2018, and Director – Accounting from August 2011 to December 2014. Prior to joining Welltower in 2011, Mr. Fieweger was a Senior Manager in the audit and assurance practice at Ernst & Young LLP.



Shankh Mitra		Chief Executive Officer

Timothy G. McHugh		Executive Vice President – Chief Financial Officer

John F. Burkart		Executive Vice President – Chief Operating Officer

Matthew G. McQueen		Executive Vice President – General Counsel & Corporate Secretary

Ayesha Menon		Executive Vice President – Wellness Housing and Development


What Welltower Does		What Welltower Doesn’t Do

	Pays for performance. A significant portion of executive pay is not guaranteed, but rather is at-risk and tied to key financial and value-creation metrics that are disclosed to shareholders. Performance awards are only earned if certain performance hurdles are achieved.		Guarantee salary increases, bonuses or equity grants. Welltower does not guarantee annual salary increases, bonuses or equity grants. We currently have no guaranteed commitments to grant any bonuses or equity-based awards.

	Balances short- and long-term incentives. The incentive programs provide an appropriate balance of annual and longer-term incentives.		Provide excise tax gross-up payments. Welltower does not have any employment agreements that require excise tax gross-up payments and does not intend to enter into agreements that provide for such payments in the future.

	Caps award payouts. Amounts or shares that can be earned under the annual incentive program and the long-term incentive program are capped. There are no guaranteed minimum amounts or awards.		Reprice options; no cash buyout. Since the initial public offering in 1978, Welltower has not repriced or otherwise reduced the per-share exercise price of any outstanding stock options. Repricing of stock options without shareholder approval is not permitted under the 2022 Long-Term Incentive Plan. Welltower has also never bought out options or SARs with cash.


What Welltower Does		What Welltower Doesn’t Do

	Maintains stock ownership guidelines. The CEO and other executive officers must own shares with a fair market value of six times base salary and three times base salary, respectively. The non-employee directors must own shares with a fair market value of five times the annual cash retainer.		Hedging. Directors and executive officers are prohibited from entering into hedging or monetization transactions with respect to Welltower’s securities.

	Utilizes an independent compensation consulting firm. The Compensation Committee has engaged an independent compensation consulting firm that specializes in the REIT industry.		Dividends or dividend equivalents on unearned performance shares. Performance share award agreements do not provide for the payment of dividends until the underlying shares are earned.

	Maintains a clawback policy. The clawback policy allows Welltower to require repayment of incentive compensation paid or awarded to officers in certain cases if there is misconduct that contributes to a financial restatement or material financial or reputational harm to Welltower.		No automatic single-trigger vesting. Awards under Welltower’s various long-term incentive programs do not automatically accelerate upon a change in control of Welltower.

	Conducts a risk assessment. The Compensation Committee annually conducts a compensation risk assessment to determine whether our compensation policies and practices, or components thereof, create risks that are reasonably likely to have a material adverse effect on Welltower.

	Responsible share recycling. The 2022 Long-Term Incentive Plan does not include liberal share recycling provisions that could otherwise dilute Welltower’s shareholders.


What We Heard from Shareholders		How We Responded

Encouraged us to maintain our ESG leadership by continuing to adopt evolving ESG initiatives to increase operational efficiency and shareholder value		Continued to be an industry leader in ESG, with an expansion of initiatives encompassing sustainability, climate resilience, diversity and inclusion, health and wellness, social equity, and shareholder-friendly governance practices

Favored enhanced transparency through quantitative measures to evaluate ESG performance		Enhanced the ESG measures in our 2022 annual incentive program by adding a quantitative scorecard that measures our progress on specific ESG initiatives and rigorous goals

Expressed a preference for more disclosure about the goals used to evaluate individual performance		Included description of the goals used to evaluate individual NEO performance in our 2022 annual inventive program discussion

Focused on at risk pay-for-performance		Increased the 2022 total target direct compensation at risk from a total of 93.5% of the CEO’s compensation in 2021 to 96.8% in 2022 and a total of 85.3%, on average, of the other NEOs’ compensation in 2021 to 94.3% in 2022

Conveyed continued support for the strong pay-for performance structure of our compensation program		Maintained a strong alignment of interest with investors by basing annual bonuses, LTIP awards, and 2022-2025 OPP awards fully on performance by NEOs, contributing to operations and financial performance

Favored having a greater portion of the annual incentive plan tied to FFO per diluted share⁽¹⁾ for certain NEOs		Normalized FFO per diluted share weighting of 20% for all NEOs

Appreciated our efforts to compete for and retain talent as reflected by high employee engagement scores and low voluntary turnover rate		Adopted the 2022-2025 OPP to award our NEOs and 25 other key employees only if rigorous performance objectives are achieved Continued to incorporate stock-based compensation across all levels of the organization to promote an “ownership” culture and maintain strong alignment of employee interests with those of our shareholders

Favored maintaining a relevant peer group of comparable REITs in our compensation program		Continued to include only REITs in our peer group, including those with a similar size, business model, and geographic footprint, and exclude companies in the private equity or investment banking sectors despite competing with these sectors for talent


Market Capitalization ($B) vs. Peer Group
Peer	Industry	Market Capitalization

Prologis, Inc. (PLD)	Industrial	$	106.7

American Tower Corp. (AMT)	Specialty	$	98.6

Equinix (EQIX)	Specialty	$	60.7

Public Storage (PSA)	Self-Storage	$	49.4

Simon Property Group, Inc. (SPG)	Regional Mall	$	44.0

Welltower Inc. (WELL)	Health Care	$	32.3

Digital Realty Trust (DLR)	Specialty	$	29.8

Equity Residential (EQR)	Multi-Family	$	23.1

AvalonBay Communities, Inc. (AVB)	Multi-Family	$	22.6

Ventas, Inc. (VTR)	Health Care	$	18.2

Healthpeak Properties, Inc. (PEAK)	Health Care	$	13.9

Boston Properties Inc. (BXP)	Office	$	11.8

Vornado Realty Trust (VNO)	Diversified	$	4.3


Executive	2021 Annual Salary ($)		2022 Annual Salary ($)		% Increase

Shankh Mitra		1,000,000		1,150,000		15.0	%

Timothy G. McHugh		600,000		675,000		12.5	%

John F. Burkart		600,000		600,000		0	%

Matthew G. McQueen		550,000		575,000		4.5	%

Ayesha Menon		550,000		565,000		2.7	%


Goals		Possible	Earned	Results

	Continue to achieve MSCI ESG Rating Level A or above	1	1	✓ Achieved Level AAA
	Increase GRESB Score by 5%	1	1	✓ Increased GRESB score by 16%

	Continue to achieve recognition by EPA and Department of Energy as ENERGY STAR^® Partner of the Year at Sustained Excellence level	3	3	✓ Awarded 2022 ENERGY STAR^® Partner of the Year at Sustained Excellence level
	Increase sustainability (e.g., energy, water, and waste) data coverage by 10%	1	0	Did not achieve the targeted progress for the year

	Continue to achieve recognition in Bloomberg Gender-Equality Index and improve average overall score by 1%	3	3	✓ Awarded inclusion in 2023 Bloomberg GEI Index
	Increase ENG membership by 10%	2	2	✓ Achieved a greater than 10% increase in membership
	Increase volunteer hours by 10%	1	1	✓ Achieved a greater than 10% increase in volunteer hours ✓ Each office champion planned a volunteer day

	Achieve top 30% (3^rd decile) ISS Quality Score ranking for each of Governance, Environment and Social pillars	3	3	✓ In the top 20% for each pillar at the end of 2022
	Demonstrate sustained strong employee engagement through a 1% increase in annual engagement survey results (86%) and ensure 95% of our employees complete ESG aligned courses	1	1	✓ In October 2022 employee engagement survey, achieved an 86% engagement score ✓ Over 95% of employees completed ESG-aligned training in 2022


MR. MITRA
Individual Goals	Key Achievements	Performance Ranking
Advance Overall Strategy • Continue to lead the execution of the strategic plan to ensure Welltower is positioned to drive sustainable shareholder value	• Delivered total shareholder return which exceeded that of Healthcare REIT peers and the broader REIT Index⁽¹⁾ • Achieved, together with the COO, seniors housing operating portfolio same store NOI growth of 19.9%⁽²⁾, the highest level in Welltower’s recorded history and significantly outperformed large cap peers⁽²⁾ • Oversaw, together with the COO, peer group leading outpatient medical portfolio results, including year-end same store occupancy, tenant retention, and NOI per square foot • Established new long-term growth relationships with best-in-class developers, operators and investors, including a strategic partnership with Reuben Brothers, a highly-sophisticated global investor, and Retirement Unlimited, a premier seniors housing operator on the East Coast • Expanded Welltower’s strategic partnership with Oakmont Management Group, a leading West Coast operator of Class A communities and StoryPoint Senior Living, a preeminent senior living operator across the Midwestern U.S.
	• Oversaw the formation of a joint venture with Integra Healthcare Properties and the transition of operations of the skilled nursing assets previously managed by ProMedica to best-in-class regional operators, which resulted in combined cash rent increases over 4% relative to total contractual rent from the joint venture with ProMedica • Oversaw, together with the COO and CFO, a multi-year process resulting in a favorable private letter ruling from the Internal Revenue Service (“IRS”) providing Welltower with significant flexibility in operating ~45k independent living units primarily located in Canada and the U.S.	HIGH

Optimize Shareholder Value • Meet or exceed financial goals • Maintain Welltower’s position as an industry sector leader in attracting and accessing capital • Expand and diversify investor base with an emphasis on long term shareholders, including global pension funds, sovereign wealth funds, and funds focused on ESG • Set the tone for financial discipline and balance to appropriately manage costs and invest in Welltower’s future • Continuously explore opportunities to strengthen Welltower’s financial position, growth, and profitability	• Oversaw Welltower’s completion of $4.1 billion of pro rata gross investments across all property sectors and geographies, making 2022 one of the most active years of capital deployment in Welltower’s history, and these investments are expected to create significant long-term value for shareholders • Converted 21 development projects for an aggregate pro rata investment of $668 million • Oversaw, together with the CFO, significant strengthening of Welltower’s balance sheet amidst elevated capital markets volatility: net debt to Adjusted EBITDA declined to 6.31x⁽²⁾ at December 31, 2022 from 6.95x⁽²⁾ at December 31, 2021 and, at year-end 2022, maintained $4.7 billion of available liquidity inclusive of available cash, restricted cash, and full availability of the line of credit • Executed, together with the CFO, the efficient issuance of $3.7 billion of common equity at an average price of $86.23 per share and completion of Welltower’s second green bond issuance consisting of $550 million senior unsecured notes • Achieved, together with the CFO, peer-leading corporate expense efficiency, with G&A expense relative to enterprise value of 0.31% at December 31, 2022


MR. MCHUGH
Individual Goals	Key Achievements	Performance Ranking
Maintain Balance Sheet Strength & Efficient Cost of Capital • Meet or exceed specified financial metrics	• Oversaw, together with the CEO, significant strengthening of Welltower’s balance sheet amidst elevated capital markets volatility, with net debt to Adjusted EBITDA declining to 6.31x⁽¹⁾ at December 31, 2022 from 6.95x⁽¹⁾ at December 31, 2021 • Maintained strong liquidity profile, ending the year with $4.7 billion of available cash, restricted cash, and full availability of the line of credit • Closed on an amended $5.2 billion unsecured credit facility with improved pricing across Welltower’s line of credit and term loans • Oversaw, the efficient issuance of $3.7 billion of common equity at an average price of $86.23 per share and completion of Welltower’s second green bond issuance consisting of $550 million senior unsecured notes • Maintained consistent dialogue with rating agencies and led efforts to maintain BBB+ / Baa1 credit ratings • Oversaw efforts to continue to provide transparent communication to investors and engage in extensive investor outreach, including 13 business update presentations • Assisted with the formation of a joint venture with Integra Healthcare Properties and the transition of operations of the skilled nursing assets previously managed by ProMedica to best-in-class regional operators, which resulted in combined cash rent increases over 4% relative to total contractual rent from the joint venture with ProMedica • Oversaw, together with the CEO and COO, a multi-year process resulting in a favorable private letter ruling from the IRS providing Welltower with significant flexibility in operating its independent living facilities • Achieved, together with the CEO, peer-leading corporate expense efficiency, with G&A expense relative to enterprise value of 0.31% as of December 31, 2022	HIGH
Position Welltower as an ESG Industry Leader • Maintain already high scores from external ESG rating agencies, including MSCI and Sustainalytics, and identify any areas for improvement • Be actively involved and participate with Welltower’s Employee Network Groups and the Welltower Charitable Foundation	• Established Welltower as an industry leader in the management of ESG risks and opportunities, highlighted by our AAA ESG rating from MSCI • Increased sustainability data coverage across the portfolio through education and outreach to seniors housing operators in order to report company-wide energy and water usage more accurately • As a board member of the Welltower Charitable Foundation, led the allocation of funds to eligible nonprofit organizations identified by employees
Drive Technology Improvements & Corporate Costs Control • Implement and update core enterprise applications to a best in class, scalable industry platform	• Oversaw the successful launch of new enterprise resource planning and corporate performance management systems in the third quarter of 2022 • Led a disciplined effort to control corporate overhead cost within the initial 2022 budgeted range despite asset growth that far exceeded initial expectations
Advance Organizational Culture, Leadership & Development Initiatives • Develop talent in key leadership positions • Contribute to cultural initiatives and support the implementation and follow up to the Welltower Employee Engagement Survey	• Identified leadership development opportunities for direct reports, including development of next-level skills, increased visibility, and accountability with key stakeholders • Helped advance engagement efforts through his involvement as a key sponsor on numerous employee-led initiatives


MR. BURKART
Individual Goals	Key Achievements	Performance Ranking
Advance Data & Insights Performance • Consolidate enterprise application landscape and centralize key transactional and master data for more efficient and accurate reporting • Update technology infrastructure to improve scalability and security and reduce enterprise risk • Continue to evolve governance processes and forums to drive higher project throughput, optimized cost models, and improved project delivery	• Attained leading operating results amongst large cap peers by implementing insights received from Welltower’s innovative data analytics platform across the seniors housing and outpatient medical businesses • Developed and refined a prototype that will allow Welltower to benchmark its seniors housing operating partners irrespective of market • Designed a world class operating platform to enhance the resident and employee experience while optimizing financial results across all property types • Designed enhancements to Welltower’s industry-leading data analytics platform, enabling the flow of real-time data to provide actionable asset management insights, thereby improving the customer and employee experience while delivering improved operational performance
Advance Asset Level Financial Performance • Advance opportunities to strengthen Welltower’s financial performance and growth • Positively impact partners’ operational ability	• Achieved seniors housing operating portfolio same store NOI growth of 19.9%⁽¹⁾, the highest level in Welltower’s recorded history and significantly outperformed large cap peers • Pursued aggressively cost savings opportunities across Welltower’s business, including reduction of agency labor in the seniors housing business, to control expense growth during a period of high inflationary pressures • Achieved historic RevPOR growth in the seniors housing business through strong pricing power, coupled with improvements in billing practices, refinement of resident assessment tools, and rightsizing of pricing standards • Oversaw peer-group leading year-end same store occupancy, tenant retention, and NOI per square foot in the MOB sector • Planned and executed property transitions to three best-in-class operators, Oakmont Management Group, Cogir Management Corporation, and Kisco Senior Living, with well-aligned management contracts to drive improved NOI performance • Oversaw, together with the CEO and CFO, a multi-year process resulting in a favorable private letter ruling from the IRS providing Welltower with significant flexibility in operating its independent living facilities	BETWEEN TARGET AND HIGH
Build and Leverage an Internal Team to Further Enhance Industry-Leading Operating Performance	• Created a capital and renovation team responsible for optimizing the customer experience and enhancing investment in Welltower properties • Leveraged internal asset management team to reduce agency labor use across entire platform, dramatically lowering agency use by approximately 44% on same store assets


MR. MCQUEEN
Individual Goals	Key Achievements	Performance Ranking
Leverage Internal Legal Team to Drive Transactional Efficiencies and Optimize Financial Performance • Protect infrastructure by reducing Welltower’s exposure to risk, including enterprise risk, litigation, and compliance with regulatory and SEC requirements • Streamline the flow of information between the Legal team and Tax/Compliance team to ensure accuracy of data for completion of transactions • Utilize joint cost-sharing agreements and alternative billing arrangements where appropriate	• Successfully led the corporate reorganization of Welltower into an UPREIT structure to improve its ability to acquire properties on a tax-deferred basis • Oversaw, in collaboration with the CEO and CIO, the negotiation of, and led the legal process with respect, to the formation of a joint venture with Integra Healthcare Properties and the transition of operations of the skilled nursing assets previously managed by ProMedica to best-in-class regional operators, which resulted in combined cash rent increases over 4% relative to total contractual rent from the joint venture with ProMedica • Protected infrastructure by reducing Welltower’s exposure to risk (e.g., enterprise risk, litigation and compliance with regulatory and SEC requirements) • Developed comprehensive workstreams for compliance management in connection with regulatory filings • Provided leadership in support of restructuring underperforming contractual relationships, including property transitions to three best-in-class operators, Oakmont Management Group, Cogir Management Corporation, and Kisco Senior Living, with well-aligned management contracts to drive improved NOI performance, and proactively enforced and leveraged Welltower’s rights and expectations • Partnered with Investment teams to lead several key transactions and maintain successful and profitable operator relationships, including the execution of $4.1 billion of pro rata gross investments • Provided support to the Capital Markets team in structuring and executing equity, debt, and derivative transactions, including the efficient issuance of over $4.2 billion of common equity and senior unsecured notes to fund Welltower’s growth initiatives and the closing of an amended $5.2 billion unsecured credit facility with improved pricing across Welltower’s line of credit and term loans	HIGH
Position Welltower as an ESG industry leader in Social & Governance Business Practices • Continue to enhance ESG disclosure and reporting efforts • Maintain Board diversity at or above 50% female and minority composition	• Oversaw several ESG initiatives including the launch of the ESG Steering Committee and leading ESG risk mitigation as part of ERM committee oversight • Oversaw the integration of various ESG reporting systems to enhance and increase data and information • Recognized for industry-leading governance practices, including #1 ranking from Green Street Advisors for Corporate Governance amongst all US REITs
Build and Retain an Exceptional Team • Seek to identify ways that the Legal, Risk Management, Human Capital, and Internal Audit teams can support other departments with their expertise • Expand the visibility of team members to ensure increased collaboration and partnership with internal partners • Continue to grow and develop team members to maximize potential of the team, including through creating succession plans for key positions • Create and support a recognition culture, including through regular acknowledgement of employee achievements	• Served as a key legal resource and partner to the COO on the expansion of the operations function and asset management resources • Served as a key resource and liaison to the Chairman of the Board, communicating regularly with Board members and Committee Chairs • Identified leadership development opportunities for direct reports, including development of next-level skills, increased visibility, and accountability with key stakeholders


MS. MENON
Individual Goals	Key Achievements	Performance Ranking
Position Wellness Housing for Financial Growth • Significantly expand wellness housing platform through a combination of development and acquisitions • Achieve a blended unlevered IRR in excess of Welltower’s cost of equity capital	• Led the growth of doubling Welltower’s wellness housing portfolio through robust acquisitions and development activity, including the acquisition of a $502 million portfolio comprised of 25 senior apartment communities	BETWEEN TARGET AND HIGH
Optimize Processes and Technology to Drive Performance • Improve reporting to better represent the production pipeline and a partner health score card • Partner with Asset Management team to produce standardized quarterly tracking and commence an annual business planning process by asset, for implementation in 2023 • Work with risk management consultant and Investment team leads to create a scalable insurance procurement process for Welltower’s development pipeline • Build a data tool to produce wellness housing product insights for point locations • Roll-out a brand management engagement with wellness housing partners	• Improved reporting capabilities to better represent the production pipeline and our partners’ performance • In partnership with the Business Insights team, produced a suite of predictive tools for underwriting acquisitions and developments • Collaborated on the creation of a scalable insurance procurement process for Welltower’s development pipeline, resulting in immediate and significant cost savings without compromising coverage • Commenced brand management engagement and implementation with four wellness housing partners • Implemented change management to integrate Welltower’s enhanced development team’s skills into the investment underwriting and asset management process
Advance Recruiting Activities, Organizational Culture, Leadership & Development Initiatives • Partner with Human Capital team to formalize a campus recruiting process to produce a durable talent pipeline to fuel our entry and mid-level positions • Provide mentorship and development opportunities internally	• Partnered with Human Capital to increase campus recruiting activity for our early career programs to produce a talent pipeline to fuel entry and mid-level roles and identified and enhanced key talent in critical leadership roles • Supported the advancement of diversity and inclusion through active leadership and engagement on Welltower’s Diversity Council and encouraging employee participation in the Employee Network Groups


	2022 Annual Incentive Opportunity (as a % of Base Salary)									2022 Annual Incentive Bonus Earned
	Threshold			Target			High			% Payout (as a % of Base Salary)			Amount ($)

Shankh Mitra		100	%		200	%		400	%		229	%		2,634,267

Timothy G. McHugh		75	%		150	%		300	%		172	%		1,159,650

John F. Burkart		75	%		150	%		300	%		168	%		1,010,550

Matthew G. McQueen		50	%		100	%		200	%		115	%		658,567

Ayesha Menon		50	%		100	%		200	%		111	%		625,926


	Election of RSUs and Nonqualified Stock Options
Name	RSUs			Nonqualified Stock Options

Shankh Mitra		0	%		100	%

Timothy G. McHugh		67	%		33	%

John F. Burkart		0	%		100	%

Matthew G. McQueen		100	%		0	%

Ayesha Menon		50	%		50	%


Name	TSR vs FTSE Nareit Equity Health Care Index ($)		TSR vs MSCI Index ($)		Net Debt + Preferred/ Annualized Adjusted EBITDA Ratio ($)		Time- Based RSU ($)		Time- Based Options ($)		Total Opportunity ($)

Shankh Mitra		3,067,983		3,403,785		1,282,480		—		2,700,000		10,454,249

Timothy G. McHugh		1,193,145		1,323,739		498,785		712,489		350,009		4,078,167

John F. Burkart		1,022,695		1,134,633		427,493		—		900,000		3,484,822

Matthew G. McQueen		477,279		529,518		199,549		427,493		—		1,633,839

Ayesha Menon		392,106		435,023		163,903		175,641		172,519		1,339,191