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Ventas, Inc. – ‘DEFC14A’ on 3/29/22 re: Ventas, Inc.

On:  Tuesday, 3/29/22, at 7:33am ET   ·   Accession #:  1104659-22-39089   ·   File #:  1-10989

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/29/22  Ventas, Inc.                      DEFC14A                1:7M   Ventas, Inc.                      Toppan Merrill/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEFC14A     Definitive Proxy Statement - Contested              HTML   1.35M 
                Solicitation                                                     

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.       )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

Ventas Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Letter to Ventas Stockholders

Dear Fellow Stockholder,

On behalf of our Board of Directors, I am pleased to present the 2022 Ventas Proxy Statement and to invite you to join our 2022 Annual Meeting of Stockholders on April 27, 2022.

For more than 20 years, Ventas has successfully executed a winning strategy, capitalizing on and further enhancing our high-quality and diverse portfolio that is unified by demand from a large and growing aging demographic, world-class operators and outstanding team.

In 2021, we continued to experience the impact of the ongoing COVID-19 pandemic on senior housing, which represents nearly half of our business. Nonetheless, we delivered strong results, enhanced our financial strength and flexibility, and continued to advance our strategic growth objectives. Early in the year, we rolled out life-saving vaccines in our senior housing communities and, as we ended the year, we positioned Ventas for growth and sustained improvement across our real estate portfolio.

Our accomplishments were a direct result of the talent, resilience, agility and diligence of my Ventas colleagues. They, along with our operating partners who have navigated the pandemic on the front lines with courage, care and commitment, have been an inspiration.

Enhancing Our Portfolio and Maintaining Financial Strength

Despite pandemic headwinds impacting senior housing revenues and operating costs, I am proud that the Ventas team expertly managed through the multi-year COVID-19 crisis with creativity and a relentless focus on execution, portfolio enhancement and other initiatives to position our business for long-term success. Strategic accomplishments include:

Continued Refreshment of Our Diverse and Skilled Board

As part of our focus on thoughtful Board refreshment and excellence, Michael J. Embler, former Chief Investment Officer of Franklin Mutual Advisers, was recently appointed to the Ventas Board, bringing extensive experience as an accomplished institutional investor, as well as healthcare, REIT and public company board expertise. His appointment marks our fourth new independent director in the last three years. Jay Gellert will retire from the Board at our 2022 Annual Meeting, and we thank him for his many insights that contributed to Ventas’s success. I also would like to congratulate Melody Barnes for being nominated to serve as Chair of the Nominating & Corporate Governance Committee. As a result, I am proud to share that women will chair two of the three core committees of the Board, which is also 45% diverse by gender or race.

Sustainability Leadership Raises our Returns

Throughout 2021, Ventas continued to be a leader in sustainability. We are proud to have been recognized on CDP’s “A List,” which recognizes the top 2% of global companies scored, as well as named an Energy Star Partner of the Year and a NAREIT Leader in the Light winner for Healthcare for the fifth consecutive year. We continued to make meaningful investments during the year in energy-saving technologies that enabled us to reduce energy use per square foot by more than 5% annually on a same-store basis from 2018 to 2020 and advance us towards our science-based target to reduce Scope 1 & 2 carbon emissions 30% by 2030.

Sustainability applies to our enterprise and employees too. In 2021, we took definitive steps in recruiting, investing in and engaging our employees to ensure we have a talented workforce to drive our continued success. We also ramped up our diversity, equity and inclusion actions across our Company to ensure that Ventas stays true to its values and remains an outstanding employer.

Capitalizing on Demographic Drivers and Market Recovery

Over the past 22 years, Ventas has built a diversified, high-quality portfolio of more than 1,200 properties. Since 2010, we have averaged over $3 billion per year in investment activity across asset classes, applying a disciplined capital allocation strategy for long-term success.

As we move forward in 2022, we see compelling signs that a senior housing recovery is underway. Thanks to our relentless focus on execution, paired with our strategic and capital allocation actions, we are well-positioned to capture this upside and extend Ventas’s long track-record of growth and value-creation.

On behalf of the entire Board, thank you for your investment in our Company. We ask for your support on the items contained in this proxy, and appreciate you taking the time to cast your vote.

We welcome the opportunity to present you with the information in this Proxy Statement. Your vote is important to us, and I encourage you to submit your proxy for this year’s Annual Meeting as soon as possible.   Sincerely,     Debra A. Cafaro Chairman and Chief Executive Officer

Notice of 2022 Annual Meeting of Stockholders

Date & Time		Location		Record Date		Outstanding Shares
Wednesday, April 27, 2022 9:00 a.m. Central Time		The 2022 Annual Meeting will be conducted as a virtual meeting at www.cesonlineservices.com/vtr22_vm. There is no physical location for the 2022 Annual Meeting.		March 21, 2022		On the record date, there were approximately 399,549,265 shares of common stock issued and outstanding and entitled to vote at the meeting.

Agenda

			Board Recommendation
Proposal 1:	To elect the 11 director nominees named in the Proxy Statement to serve until the 2023 Annual Meeting of Stockholders		FOR each Director Nominee listed on the WHITE proxy card
Proposal 2:	To approve, on an advisory basis, the compensation of our Named Executive Officers		FOR
Proposal 3:	To approve the Ventas, Inc. 2022 Incentive Plan		FOR
Proposal 4:	To ratify the selection of KPMG LLP as our independent registered public accounting firm for the 2022 fiscal year		FOR

To transact such other business as may properly come before the meeting or any adjournment or postponements thereof.

Your Board of Directors unanimously recommends that you vote “FOR” all eleven nominees listed on the enclosed WHITE proxy card or voting instruction form and “FOR” all other Company proposals.

Please note that Land & Buildings Investment Management, LLC and certain of its affiliates (collectively, “Land & Buildings”) have notified us that they intend to nominate Jonathan Litt for election as a director to the Board at the 2022 Annual Meeting. You may receive solicitation materials from Land & Buildings, including a proxy statement and proxy card. We are not responsible for the accuracy of any information provided by or relating to Land & Buildings or its nominee contained in solicitation materials filed or disseminated by or on behalf of Land & Buildings or any other statements that Land & Buildings may make. Land & Buildings chooses which stockholders receive its proxy solicitation materials.

The Board does not endorse Land & Buildings’ nominee and unanimously recommends that you vote “FOR” the election of all eleven nominees proposed by the Board using the WHITE proxy card or voting instruction form. Our Board strongly urges you not to vote using any proxy card sent to you by Land & Buildings. Please note that voting to “withhold” with respect to Land & Buildings’ nominee on a proxy card sent to you by Land & Buildings is not the same as voting “FOR” your Board’s nominees, because a vote to “withhold” with respect to Land & Buildings’ nominee on its proxy card will revoke any WHITE proxy you may have previously submitted. To support the Board’s nominees, you should vote “FOR” the Board’s nominees on the WHITE proxy card and disregard, and not return, any proxy card sent to you by Land & Buildings. If you have previously submitted a proxy card sent to you by Land & Buildings, you can revoke that proxy and vote for our Board’s nominees by using the enclosed WHITE proxy card or voting instruction card which will automatically revoke your prior proxy. Only the latest validly executed proxy that you submit will be counted.

Casting Your Vote

Your vote is very important. Please carefully review the proxy materials for the 2022 Annual Meeting of Stockholders and follow the instructions below to cast your vote promptly on all voting matters.

Please vote by proxy TODAY to ensure that your shares are represented at the 2022 Annual Meeting whether or not you currently plan to attend. You do not need to attend the meeting to vote if you vote your shares before the meeting. If you are a record holder, you may vote your shares by mail, telephone or the Internet. If you later decide to attend and vote at the meeting, your vote will revoke any proxy previously submitted. If your shares are held by a broker, bank or other nominee, you must follow the instructions provided by your broker, bank or other nominee to vote your shares and you may not vote your shares by ballot at the meeting unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares giving you the right to vote the shares at the meeting. Please review “Questions and Answers” beginning on page 100 of this Proxy Statement for information about attending and voting at the 2022 Annual Meeting.

ii

If you hold your shares through a broker, bank, or other nominee and that nominee has also provided you with Land & Buildings’ proxy materials, the nominee will only be able to vote your shares with respect to any proposals at the 2022 Annual Meeting if you have instructed them how to vote. Please instruct your broker, bank, or other nominee how to vote your shares using the enclosed WHITE voting instruction card form. Please promptly mark, sign, date and return the WHITE voting instruction form to your broker, bank, or other nominee. Many brokers, banks, or other nominees also permit voting via the Internet or by telephone – please follow the simple directions on the enclosed WHITE voting instruction form.

PLEASE NOTE: Due to continuing delays in the postal system, we encourage all stockholders to vote electronically – by Internet or telephone – whenever possible.

By Telephone		Call the number shown on the enclosed WHITE proxy card or voting instruction form.		By Mail		Request, complete and return the WHITE proxy card or voting instruction form in the postage-paid envelope provided.
Via the Internet		Visit the website shown on the enclosed WHITE proxy card or voting instruction form.		During the Meeting		Attend the virtual meeting via live webcast at www.cesonlineservices.com/vtr22_vm and vote by ballot online.

Participating in the Meeting

Attendance at the 2022 Annual Meeting or any adjournment or postponement thereof will be limited to stockholders of the Company as of the close of business on March 21, 2022, the record date, and guests of the Company. You will not be able to attend the 2022 Annual Meeting in person at a physical location. In order to attend the virtual meeting, you will need to pre-register by 9:00 a.m. Central Time on April 26, 2022. To pre-register for the meeting, please follow these instructions:

Registered Stockholders

Stockholders of record as of the close of business on March 21, 2022, the record date, may register to participate in the 2022 Annual Meeting remotely by visiting the website www.cesonlineservices.com/vtr22_vm. Please have your WHITE proxy card or other communication containing your control number available and follow the instructions to complete your registration request. After registering, stockholders will receive a confirmation email with a link and instructions for accessing the virtual 2022 Annual Meeting. Requests to register to participate in the 2022 Annual Meeting remotely must be received no later than 9:00 a.m. Central Time on April 26, 2022.

Beneficial Stockholders

Stockholders whose shares are held through a broker, bank or other nominee as of the close of business on March 21, 2022, the record date, may register to participate in the 2022 Annual Meeting remotely by visiting the website www.cesonlineservices.com/vtr22_vm.

Please have your WHITE voting instruction form or other communication containing your control number available and follow the instructions to complete your registration request. After registering, stockholders will receive a confirmation email with a link and instructions for accessing the virtual 2022 Annual Meeting. Requests to register to participate in the 2022 Annual Meeting remotely must be received no later than 9:00 a.m. Central Time on April 26, 2022.

Questions on How to Pre-register

If you have any questions or require any assistance with pre-registering, please contact the Company’s proxy solicitor, Innisfree M&A Incorporated, at (877) 750-9496 (toll-free).

Attending the Meeting

After you register, Corporate Election Services will send you a reminder email prior to the 2022 Annual Meeting with a link and instructions for entering the virtual 2022 Annual Meeting. This reminder email will contain contact information for technical support or any other questions on how to participate in the 2022 Annual Meeting.

Although the Annual Meeting webcast will begin at 9:00 a.m. Central Time on April 27, 2022, we encourage you to access the 2022 Annual Meeting site prior to the start time to allow ample time to log into the 2022 Annual Meeting webcast and test your computer system. Participants should ensure that they have a reliable Internet connection wherever they intend to participate in the 2022 Annual Meeting. Accordingly, the 2022 Annual Meeting site will first be accessible to registered shareholders beginning at 8:30 a.m. Central Time on the day of the 2022 Annual Meeting. Please be sure to check in by 8:30 a.m. Central Time on April 27, 2022, the day of the 2022 Annual Meeting, so we may address any technical difficulties before the 2022 Annual Meeting live webcast begins.

Shareholders as of the close of business on the record date who register, attend and participate in the 2022 Annual Meeting will have an opportunity to submit questions live via the Internet during a designated portion of the 2022 Annual Meeting.

Our Company

Ventas, Inc., an S&P 500 company, operates at the intersection of two powerful and dynamic industries – healthcare and real estate. As one of the world’s foremost REITs, we use the power of capital and our team’s expertise to unlock the value of real estate, partnering with leading care providers, developers, research and medical institutions, innovators and healthcare organizations.

We hold a highly diversified portfolio of senior housing communities, medical office buildings (“MOBs”), life science, research and innovation (“R&I”) centers, hospitals and other healthcare facilities located throughout the United States, Canada and the United Kingdom. As of December 31, 2021, we owned or had investments in more than 1,200 properties.

Senior Housing Communities		Medical Office Buildings		Life Science, Research and Innovation Centers		Hospitals and Other Healthcare Facilities
·       47% of Portfolio* ·       ~75,000 seniors ·       >50,000 front-line workers		·      22% of Portfolio* ·      ~14,000 providers ·      ~27 million patient visits annually		·      10% of Portfolio* ·       ~10 million square feet (including developments underway) ·       >17 top-tier research universities ·      5 of top 6 life science clusters		·      19% of Portfolio* ·       >6,500 beds ·       >1.5 million patient days annually

For more than 20 years, Ventas has followed a successful, enduring strategy. Working with industry-leading tenants, operators and partners and supported by a collaborative and experienced team, we are focused on owning a high-quality, diverse portfolio of properties unified by strong growing demand from an aging demographic to produce consistent, growing cash flows and superior returns on a strong balance sheet for the benefit of our stockholders. In 2021, we delivered total annual return to stockholders of approximately 8%, net income attributable to common stockholders of $0.13 per share, Nareit Funds From Operations (“FFO”) of $2.65 per share and Normalized FFO of $2.90 per share.⁽¹⁾

A SNAPSHOT OF SUCCESS⁽²⁾

Impact of and Response to COVID-19

The COVID-19 pandemic has had, and continues to have, a significant and disproportionate impact on our business and our tenants, operators and partners, many of whom have been on the frontline of responding to the pandemic by providing care to seniors, patients and other vulnerable members of our communities. A substantial portion of our business – representing nearly half of our Annualized Adjusted NOI – is in senior housing, an industry that has been particularly devastated by the COVID-19 pandemic, including the Delta and Omicron variants in 2021. While other industries and real estate subsectors were able to achieve results above pre-pandemic levels during 2021, some even achieving record results, our revenue and Net Operating Income (“NOI”)^* remained materially below pre-pandemic levels. As a result, our stock underperformed the broader market and REIT indices on a relative basis.

Impacts of the COVID-19 pandemic on the Company’s business and operations in 2021 included:

We remain optimistic about the prospects for our enterprise and various business lines, which are driven by demographic demand that continues to grow. Despite the challenges of the pandemic, during 2021, we saw resilient demand in senior housing, with occupancy showing sustained growth beginning after the first quarter. As we enter 2022, we believe that rate and revenue will grow for the first time since the onset of the pandemic, which underpins optimism for our business. Our ability to remain strong and achieve significant strategic objectives during the prolonged and continuing impact of COVID-19 shows what a resilient, diverse and focused company we have built.

In the face of this extraordinary crisis and the ongoing uncertainty, our team continued to rise to the challenge, demonstrating resilience, agility and high productivity while holding firm to our core values of integrity, transparency and accountability and our commitment to corporate citizenship. Thanks to their efforts, we have responded to the ongoing COVID-19 pandemic and its extended consequences effectively, protecting the Company and its stakeholders while also making progress on our strategic priorities and positioning the Company for growth.

In developing our compensation programs, determining the compensation outcomes and evaluating our governance practices, we have been mindful of the impact of the COVID-19 pandemic and its consequences on our team, our business and our stockholders.

2

2021 Performance

Our diverse portfolio, financial strength, experienced team and committed operating partners enabled the Company to remain strong and stable in 2021.

Despite the enormous challenges posed by the COVID-19 pandemic, we delivered strong results and continued to advance our strategic growth objectives, including by:

2021 Environmental, Social and Governance Highlights

ESG Priorities

Ventas organizes its ESG efforts around the following framework, which was developed from a materiality assessment that the Company completed in 2019 using the Global Reporting Initiative (“GRI”) Standards.

	People			Performance			Planet
	► Talent Attraction & Retention   ► Diversity, Equity & Inclusion			►  Tenant, Resident & Operator Satisfaction   ► Responsible Investment			► Climate Change   ► Energy & Emissions   ► Water   ► Waste

We believe our ESG priorities are important to the long-term success of our business and have incorporated a comprehensive ESG assessment into our due diligence process for acquisitions, dispositions, developments and redevelopments, and selection of operators and partners. Our ESG diligence focuses on seven topics that align with our ESG framework. They are:

Human Rights

Health & Safety

Diversity, Equity & Inclusion

Tenant/Resident Satisfaction

Sustainable Building Certifications

Climate Risk and Resilience

Energy Emissions, Water and Waste Efficiency

Considering these areas when evaluating business opportunities helps ensure that our business decisions reflect our ESG priorities and consider ESG-related risks.

Principles in Practice

4

Corporate Sustainability Report

In September 2021, Ventas published its fourth annual Corporate Sustainability Report, which highlights our efforts toward ESG excellence and leadership. Our reporting is in accordance with the GRI Standards and showcases our new environmental goals and our Principles in Practice, a series of case studies that demonstrate our response to the COVID-19 pandemic, our actions to achieve greater gender and racial equality and our actions on health and safety and emergency preparedness. Our Corporate Sustainability Report is available in the Corporate Responsibility section of our website at www.ventasreit.com.

Note About Website and Corporate Sustainability Report

The reports mentioned above, or any other information from our website, are not part of or incorporated by reference into this Proxy Statement. Some of the statements and reports contain cautionary statements regarding forward-looking information that should be carefully considered. Our statements and reports about our objectives may include statistics or metrics that are estimates, which may make assumptions based on development standards that may change and provide aspirational goals that are not intended to be promises or guarantees. The statements and reports also may change at any time, and we undertake no obligation to update them, except as required by law.

6

At our 2022 Annual Meeting, you will be asked to vote on four proposals. This proxy summary provides limited information regarding each proposal. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

2022 Annual Meeting Proposals

The proposals that stockholders will be asked to vote on at this meeting are as follows:

			Board Recommendation			Page Reference
Proposal 1:	To elect the 11 director nominees named in the Proxy Statement to serve until the 2023 Annual Meeting of Stockholders			FOR each Director Nominee listed on the WHITE proxy card		16
Proposal 2:	To approve, on an advisory basis, the compensation of our Named Executive Officers			FOR		47
Proposal 3:	To approve the Ventas, Inc. 2022 Incentive Plan			FOR		85
Proposal 4:	To ratify the selection of KPMG LLP as our independent registered public accounting firm for the 2022 fiscal year			FOR		93

You may receive solicitation materials from Land & Buildings, including a proxy card. Our Board does not endorse Land & Buildings’ nominee and unanimously recommends that you not sign or return the proxy card sent to you by Land & Buildings. If you previously have signed a proxy card sent to you by Land & Buildings, you can revoke it by using the enclosed WHITE proxy card to vote by Internet or by telephone, or by signing, dating and returning the enclosed WHITE proxy card in the postage-paid envelope provided. Only your last dated proxy will count.

Director Nominees

Our Board has nominated eleven individuals with a wide variety of experiences for election as directors at the Company’s 2022 Annual Meeting. All of our nominees are currently members of our Board of Directors. Michael J. Embler joined our Board on March 6, 2022, filling the vacancy that would otherwise be created by the departure of Jay M. Gellert, who is retiring from our Board at the 2022 Annual Meeting after 20 years of service.

Mr. Embler is widely recognized for his success and insights as an institutional investor and seasoned board member, with deep experience across a broad range of industries, including healthcare, capital intensive industries and finance.

Additional information concerning the composition of our Board and our director nominees can be found under Proposal 1: Election of Directors.

Executive Compensation

The second item on the agenda is an advisory vote on our Executive Compensation programs. Our Executive Compensation programs reflect our philosophy that compensation should be linked to performance, align with stockholder experience and attract, retain and motivate talented employees. To that end, we benchmark our executive compensation against that of our peers to ensure that our executives’ pay is targeted to the appropriate level based on their roles, responsibilities and years of experience. We also award a significant proportion of executive compensation—more than 80% of the 2021 compensation of our Named Executive Officers—in the form of equity and cash incentive awards tied to pre-identified performance measures such that an executive’s realized pay is closely tied to the Company’s performance.

The COVID-19 pandemic has had, and is continuing to have, a significant and disproportionate impact on our business. A substantial portion of our business – representing nearly half of our Annualized Adjusted NOI – is in senior housing, an industry that has been particularly devastated by the COVID-19 pandemic, including the Delta and Omicron variants, and its extended consequences. Due, at least in part, to this impact, performance metrics for our 2019-2021 pRSU program were not achieved and all awards under this program were forfeited. As a result, realized pay for our Named Executive Officers in 2021 was significantly less than 2021 reported pay.

Additional information regarding our Executive Compensation Programs can be found in the section titled Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers.

2022 Incentive Plan

The third item on the agenda for the 2022 Annual Meeting is approval of a new incentive plan. This Plan, the Ventas, Inc. 2022 Incentive Plan (the “Plan” or the “2022 Plan”), would replace our 2012 Incentive Plan (the “2012 Plan”) and would allow us to continue to grant equity to our directors, officers and other employees.

Like the 2012 Plan, the 2022 Plan would authorize the issuance of stock options, restricted stock and restricted stock units, performance awards (including performance stock units), stock appreciation rights and cash awards. If the Plan is approved, 10,000,000 shares would be available for issuance under the Plan plus (i) shares currently available for issuance under our 2012 Plan and (ii) shares subject to awards outstanding under the 2012 Plan that expire, terminate or are forfeited for any reason. The Plan would terminate on the earlier of (i) the 10th anniversary of the Effective Date and (ii) when all shares have been issued and all benefits under the Plan have been paid.

Additional information regarding this proposal can be found under Proposal 3: Approval of the Ventas, Inc. 2022 Incentive Plan.

Auditors

The fourth item on the agenda for the 2022 Annual Meeting is approval of the selection of KPMG as our auditors for 2022. KPMG was first engaged to serve as our independent registered public accounting firm in July 2014 and we believe that the continued retention of KPMG to serve in this role for this fiscal year is in the best interests of the Company and its stockholders.

Additional information regarding this proposal can be found under Proposal 4: Ratification of Fiscal 2022 Auditor Selection.

8

The following discussion provides additional background information on the Company, the Board and our engagement with Land & Buildings during 2021 and 2022:

The Board and its Nominating and Corporate Governance Committee (the “NCG Committee”) have a robust, rigorous multi-year process for board refreshment, board development and effective director succession planning. This process has benefited from annual self-evaluations overseen by the NCG Committee, support from nationally recognized third-party search firms the Company has engaged from time to time, and feedback from the Company’s investors. As a result, the Board has successfully recruited and identified outstanding, independent board candidates who enhance the diversity of the Board from the perspective of gender, race and experience; have long records of achievement; bring a commitment to guiding and challenging corporate strategies and management teams; and are well-suited to enhancing oversight and accountability for the benefit of the Company’s stockholders and other stakeholders.

The Board has also planned for and implemented, in prior years as well as this year, the retirement of directors with longer periods of service and appointed new board committee leaders to reflect departures and the evolving needs of the Company. Among other considerations, these processes have taken into account the average tenure of our directors and advanced the goal of ensuring the Company benefits from the institutional knowledge, continuity and experience that longer-tenured directors may have in navigating prior macroeconomic, geopolitical, and industry shifts and crises as well as the fresh perspectives and voices brought by newly elected directors. We believe that this approach has been critical in enabling the Company to better navigate industry and business cycles, seize value creation opportunities, invest in new opportunities and manage through risks and challenges. This was especially important in responding to the enormous challenges posed by the COVID-19 pandemic to our Company, the health and safety of the residents, patients, caregivers and other frontline workers in our senior housing communities and other healthcare environments and our other stakeholders.

Accordingly, the Company has proactively added several new independent directors in the last three years, including Maurice S. Smith, a healthcare industry leader, in February 2021, Marguerite M. Nader, a senior REIT executive with asset management, finance and investment expertise, in 2020, and Sean P. Nolan, a biopharmaceutical leader, in 2019. Prior director retirements and departures since 2018 have included Glenn J. Rufrano, Richard Gilchrist and, this year, Jay M. Gellert. In addition, and as further detailed elsewhere in this Proxy Statement, the Company has rotated the leadership roles and the composition of the Board and its committees. Our Board refreshment process continued in late 2021 and into early 2022, as the Board and management sought to identify potential new director candidates with the assistance of Korn Ferry, a leading, nationally recognized third-party director search firm. The search focused on candidates with a background in institutional investing in public companies, with a strong preference for candidates who also had significant public company board and healthcare sector experience. The Company also prioritized experience with ESG matters, given the extensive focus from investors on ESG and the Company’s industry leadership in that area, and candidates who would be additive to the diversity of backgrounds and perspectives on the Board. As a result of this process, which featured the consideration of over twenty candidates (some of whom remain in the pipeline for consideration in future years) and six candidates reaching the interview stage, the Board appointed Mr. Michael J. Embler, former Chief Investment Officer of Franklin Mutual Advisers, to the Board on March 6, 2022. 

As discussed elsewhere in this Proxy Statement, our Board and senior management value engagement with our stockholders, the broader investment community and market participants and our stakeholders. Our CEO, CFO and other members of senior management share information and speak with hundreds of investors in a variety of settings and formats during the course of the year. In addition, our Compensation Committee Chair leads a proactive stockholder outreach program each spring, fall and at other times as appropriate by inviting our top 50 stockholders to engage in a direct dialogue with us through participation in individual meetings, with smaller investors also periodically participating. We undertake and continue to enhance our extensive engagement activities throughout the year to provide visibility and transparency into our business, performance and priorities. This was particularly important during the past two years given the devastating impact of the COVID-19 pandemic on our business and stakeholders. Our engagement efforts—and responsive actions taken—allow us to connect with our stockholders to share perspectives and expectations in a timely manner and incorporate their feedback into our business and governance decision-making.

Our most recent engagement cycle commenced with outreach by the Board and management to our top 50 stockholders in the fall of 2021 to gather feedback following last year’s annual meeting and to discuss developments in the Company’s business and strategy, Board and corporate governance matters, executive compensation, ESG matters and other topics of interest. In January 2022, following these discussions, and taking into account a thorough review led by our Compensation Committee that had commenced in July 2021, we continued to evolve our compensation program by reducing the compensation arrangements of certain of our executive officers, including Ms. Cafaro. This step further supported our goal of having a compensation program that will promote sustained, superior returns for investors through a market-competitive compensation program that rewards strong performance, supports retention and aligns executives’ interests with those of stockholders. The specifics of those changes are detailed in this Proxy Statement, including in the “Compensation Discussion and Analysis” section of this Proxy Statement.

On November 24, 2021, the Company’s General Counsel, Carey S. Roberts, received a letter from Olshan Frome Wolosky LLP (“Olshan”) on behalf of Jonathan Litt, Founder and Chief Investment Officer of Land & Buildings, requesting a copy of the Company’s questionnaire for director nominees for running a proxy contest. Neither the Company nor any members of the Board had received any requests for engagement or any other feedback from Land & Buildings in the months prior to the issuance of the letter. On the same day, Mr. Litt sent an email to Ms. Cafaro requesting a time to meet to discuss matters relating to the Company. Ms. Cafaro responded to Mr. Litt and suggested the parties set up a time during the following week. Records also indicated that Land & Buildings first moved its shares into record position in late November 2021 to enable running of a proxy contest, prior to submitting these requests.

On November 30, 2021, the Company provided the requested director nominee questionnaire to Olshan along with a copy of the Company’s director nominee certificate.

10

On December 1, 2021, Mr. Litt, Ms. Cafaro and Robert F. Probst, our CFO, met telephonically, during which Ms. Cafaro emphasized the Company’s commitment to performance and asked Mr. Litt for his suggestions. Mr. Litt outlined his views regarding the Company and communicated his desire to join the Board. Mr. Litt did not discuss any substantive or strategic recommendations on how he would address the views he outlined, other than his joining the Board.

On December 1, 2021, and from December 7, 2021 to December 9, 2021, the Company, its counsel, Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), Olshan and Land & Buildings addressed certain administrative matters relating to Land & Buildings’ nominations. In discussions, Olshan stated that Land & Buildings would prioritize Mr. Litt securing a seat on the Board as a precondition to any settlement and discussed other potential terms of a negotiated outcome. Representatives of the Company indicated that the Company welcomed Mr. Litt’s input regarding the Company and would consider terms for a potential resolution, including considering Mr. Litt’s candidacy alongside other potential director candidates.

The Board of Directors also met in early December 2021 to conduct its regularly scheduled business, including a review and discussion of corporate, strategic portfolio, financial and TSR performance, capital allocation and structure sustainability and governance-related matters.

On December 10, 2021, while the Company was focused on responding to the challenges posed by the rapid emergence of the Omicron variant, Land & Buildings submitted its formal notice (the “Notice”) of nomination naming two director nominees—Mr. Litt and Michelle Applebaum—for election to the Board at the 2022 Annual Meeting. Ms. Applebaum, a retired steel industry sell side analyst, had not been previously identified to the Company as a nominee. The nomination notice stated that Mr. Litt beneficially owned 653,385 shares of common stock of the Company or approximately 0.16% of the total outstanding shares of the Company as of the date of the Notice. Ms. Applebaum did not beneficially own any shares of the Company as of the date of the Notice, and Mr. Litt indicated in the Notice Land & Buildings’ belief that Ms. Applebaum should join the Board. In his director questionnaire, Mr. Litt highlighted his focus on the Company’s performance relative to its peers, capital allocation, corporate positioning, investor communications, and the size of the Board and certain of the Company’s Board committees. Mr. Litt’s questionnaire also included a proposed settlement on the following terms: (1) the addition of Mr. Litt and a second mutually agreed upon candidate to the Board, (2) the retirement of two directors, (3) the elimination of the Board’s Executive Committee, (4) the appointment Mr. Litt as Chair of the Investment Committee, establishing additional specific mandates for the Investment Committee under Mr. Litt, and novel and unusual provisions that would provide for the Board’s decisions and the Investment Committee’s recommendations to be publicly disclosed.

Following receipt of the Notice, representatives of the Company, on behalf of the NCG Committee and the Board, sought to schedule interviews for Mr. Litt with members of the NCG Committee in connection with the committee’s consideration of his candidacy for appointment to the Board, in accordance with the Company’s customary practices and procedures for evaluating potential director candidates and the Board’s commitment to a rigorous, ongoing periodic refreshment program. Despite the Company’s repeated outreach, it took several weeks of communications before the Company received a definitive response on Mr. Litt’s availability.

On December 13, 2021, the Company announced it had earned the CDP Climate Change “A List” designation, which recognizes the top 2% of global companies scored, underscoring the Company’s recognized leadership in energy efficiency and corporate sustainability. The Company had previously disclosed its other recognitions of its continued leadership on ESG issues in the REIT and healthcare industry, including the Company earning its fifth consecutive Nareit Health Care “Leader in the Light” award for superior sustainability practices; receiving Silver in Nareit’s second annual Diversity, Equity & Inclusion (DE&I) recognition awards; being named a 2021 GRESB Real Estate Sector Leader and achieving the top score across all U.S. listed Healthcare REITs; and maintaining its inclusion on the rigorous S&P Dow Jones World and North America sustainability indices.

On December 15, 2021, Wachtell Lipton sent Olshan a form of confidentiality agreement in order to facilitate the sharing of information between the Company and Land & Buildings that we believed would be conducive to further discussions and engagement, including enabling the private and confidential sharing of the names and backgrounds of the other director candidates being considered. Olshan acknowledged receipt of the form of confidentiality agreement but subsequently indicated that, after discussing with Mr. Litt, Land & Buildings would not be signing a confidentiality agreement.

On December 17, 2021 and December 29, 2021, the NCG Committee met to further consider and discuss, among other things, the skillsets and attributes that would be valuable for the Board and potential new director candidates for appointment to the Board, including profiles of director candidates identified to the committee by Korn Ferry, Board members, Company personnel, and the Company’s advisors. In evaluating the potential director candidates, the NCG Committee considered whether the candidates possessed a long record of accomplishment and engagement, as well as different perspectives, skillsets, independence of thought, education, ages, genders, racial and ethnic demographics and business experience that would be additive to the Board. The goal of this process was to cultivate a complementary mix of individuals with diverse backgrounds, knowledge and viewpoints reflecting the broad set of opportunities and dynamics that the Board and management would continue to navigate as part of the Company’s initiatives to create value and manage risks.

The NCG Committee proceeded to interview director candidates, with a focus on each candidate’s institutional investment, healthcare sector, public company board and ESG experience and also taking into account the existing Board composition, our skills matrix for director candidates and the current and future strategic needs of the Company, as well as feedback from a broad range of investors. During the December 29, 2021 meeting, Ms. Cafaro noted that Land & Buildings had not yet provided any available times for the committee to meet with its nominees and the committee decided to reserve its judgment on the director candidates pending interviews with at least Mr. Litt.

Through late 2021 into 2022, the Company continued its review of the scope of the responsibilities of the Investment Committee, taking into account practices of peer companies, how the Investment Committee in practice operated to facilitate and oversee the Company’s investment, divestiture and capital allocation strategy and activities, Mr. Litt’s proposals as noted in his director questionnaire and continuing to maintain and facilitate the engagement, oversight and input of the Board as a whole on capital allocation, capital structure, investment and divestiture strategy and activities, among other matters.

12

On January 3, 2022, following weeks of outreach by representatives of the Company, Mr. Litt indicated through Olshan that he was available to meet with members of the NCG Committee later in the week. The NCG Committee organized two separate sessions with Mr. Litt in order to ensure the committee and the Board had the benefit of meaningful time and discussion with Mr. Litt as part of the interview process and that additional directors could meet with him and evaluate his potential contributions to the Board.

On January 7, 2022 and January 10, 2022, Mr. Litt met with members of the NCG Committee and of the Board, including James D. Shelton, Melody C. Barnes, and Robert D. Reed, along with Matthew J. Lustig, who had recently been elected to serve as independent chair of our Investment Committee, and Marguerite M. Nader, a member of our Audit Committee, in order for Mr. Litt to be interviewed and to discuss Land & Buildings’ nominations and perspectives with our NCG Committee and Board. At the meetings, Mr. Litt was complimentary of the Company and the Board and expressed his desire to join the Board. During the interviews, Mr. Litt expressed his admiration for Ms. Cafaro’s leadership of the Company several times and his optimism in the Company’s business outlook. At one of the meetings, Mr. Litt was asked to provide references in connection with his candidacy. Mr. Litt did not provide any references.

Following the interview with Mr. Litt, the NCG Committee carefully considered his candidacy alongside the other candidates who had been interviewed by the committee, noting that other candidates possessed more extensive experience as an institutional investor, stronger public company board, ESG and governance experience and backgrounds in healthcare and other valuable attributes that could enable them to make unique and important contributions to the Board. Following the NCG Committee’s review and recommendation, the Board determined that Mr. Litt and Ms. Applebaum did not meet the standards established by the Board for new directors and declined to appoint either candidate to the Board.

On January 11, 2022 and January 19, 2022, Mr. Lustig and Alan Hartman of Centerview Partners, financial advisor to the Company, met telephonically and communicated via email with Mr. Litt to discuss his position vis-à-vis Land & Buildings’ nominations following his meetings with members of the NCG Committee and the Board. During a call on January 11, 2022, Mr. Lustig and Mr. Hartman explained to Mr. Litt that, following the meetings and subsequent discussions and evaluation by the NCG Committee, the Board had decided that it was not in the best interest of the Company and its stockholders to appoint either Mr. Litt or Ms. Applebaum to the Board and added that the Board believed there were other candidates who were more qualified to join the Board. Mr. Lustig and Mr. Hartman stated to Mr. Litt that the Company was willing to continue to engage with Land & Buildings on alternative pathways forward that did not involve Mr. Litt joining the Board but Mr. Litt declined to engage. In his email to Mr. Litt on January 19, 2022, Mr. Lustig reiterated that in connection with Land & Buildings withdrawing its nominations, among other things, the Company was willing to (1) continue to engage with Land & Buildings, including by providing access for Mr. Litt to the Company to provide his perspectives and views on the Company, (2) seek Land & Buildings’ further input on the Company’s ongoing Board enhancement and succession planning processes, including the appointment of a new independent director, the planned retirement of an existing director at the 2022 Annual Meeting, and the appointment of Melody C. Barnes as the new incoming chair of the NCG Committee, and (3) review the scope of responsibilities of the Investment Committee of the Board. Mr. Litt declared the parties were at an “impasse,” did not provide feedback on the Company’s proposals and did not seek any further engagement. As discussed below, the Company did not hear from Mr. Litt subsequently for over a month, until Ms. Cafaro reached out to Mr. Litt.

On January 20, 2022, the Company issued a January 2022 Business Update to provide additional clarity and insight to investors regarding the Company’s performance and priorities and continued engagement with investors and other market participants.

On February 17, 2022, the Company reported its fourth quarter 2021 and full year results and provided additional commentary on its business, performance and value creation priorities.

On February 24, 2022, notwithstanding Mr. Litt’s silence, Ms. Cafaro once again reached out to Mr. Litt. During the call, Mr. Litt complimented the Company on its most recent earnings performance, addressed the quality of the Company’s investor communications, and discussed his ongoing campaigns to acquire two other public REITs and his efforts to raise capital in connection therewith. Mr. Litt also stated that while his two director nominations remained “live”, he understood that the Company would not be appointing him to the Board. Ms. Cafaro indicated once again the Company’s commitment to operational excellence and performance, and its willingness to continue discussions with him in order to benefit from any constructive ideas or suggestions he had.

On March 1, 2022, representatives of Wachtell Lipton and Olshan spoke, during which Wachtell Lipton conveyed to Olshan that the Company intends to file its preliminary proxy statement for the spring annual meeting very shortly and Olshan confirmed that Land & Buildings did not intend to withdraw its director nominations for the 2022 Annual Meeting unless Mr. Litt was granted a board seat.

On March 4, 2022, the Company announced that it would participate in investor meetings at the Citi 2022 Global Property CEO Conference.

On March 6, 2022, the Board unanimously appointed Mr. Embler to the Board effective immediately. As discussed above and elsewhere in this Proxy Statement, the NCG Committee and the Board had previously considered a range of potential candidates and interviewed six potential candidates (including Mr. Litt) and evaluated Mr. Embler’s skills, background and experiences as part of the Company’s ongoing and normal Board refreshment process. The NCG Committee and the Board concluded that Mr. Embler's investment expertise and perspectives as an institutional investor in public companies (including as Chief Investment Officer at Franklin Mutual Advisers), his healthcare experience (including eight years as a director of Kindred Healthcare, a multi-billion dollar revenue operator of nursing homes, long-term acute care hospitals and rehabilitation services, which platform has a strong nexus to the Company’s businesses), REIT experience, experience with enhancing investor communication strategies, extensive public company board experience (including across all board committees), ESG capabilities and expertise (including certifications in environmental conservation and sustainability from Columbia University’s Earth Institute Center for Environmental Sustainability and in cybersecurity oversight from the National Association of Corporate Directors), and strong financial and capital allocation orientations in capital intensive businesses such as American Airlines, where he serves on the board of directors, would benefit the Company and all of our stakeholders as the Board oversees and guides the Company’s execution of strategic and capital allocation initiatives. The Board also appointed Mr. Embler to the Investment Committee and the Audit Committee.

14

On March 6, 2022, the Company issued a press release announcing the appointment of Mr. Embler to the Board. The press release highlighted that Mr. Litt and Ms. Applebaum had not met the Board’s standards for new directors, indicated that as part of the Board’s refreshment process, Jay M. Gellert would retire from the Board and not stand for re-election at the 2022 Annual Meeting, and disclosed that Melody Barnes would commence service as chair of the NCG Committee, effective at the Company’s 2022 Annual Meeting, as part of the Board’s ongoing succession planning process. The Company noted that Mr. Gellert had made unique and important contributions to the Company’s growth and success over the past two decades and that as a healthcare expert, Mr. Gellert added valuable insights to Board discussions and decisions, including the Company’s highly successful exit from the skilled nursing business, and helped the Company navigate the healthcare crisis of COVID-19 while prioritizing the safety of residents, patients and employees. The Company’s Lead Independent Presiding Director also emphasized the Board’s commitment to best-in-class corporate governance and Board refreshment to complement the diverse experience of the Company’s directors and support the Company’s long-term goals and sustainable value creation.

On March 7, 2022, Land & Buildings formally withdrew Ms. Applebaum’s nomination for election to the Board at the 2022 Annual Meeting. Land & Buildings also issued a letter to stockholders and filed a preliminary proxy statement regarding Mr. Litt seeking to join the Board.

16

Board Snapshot

2022 Director Nominees

Below is a snapshot of our Director nominees, including committee assignments that are expected to take effect following our 2022 Annual Meeting if all of the nominees are elected.

Gender and Ethnic Diversity	Independence	Age	Tenure

Board Nominees

Director Nominees Skills, Experience, Qualifications and Attributes Matrix

In selecting nominees for the Board, our Nominating and Corporate Governance Committee considers the particular experience, qualifications and skills of the current Board members and prospective candidates to ensure a variety of skills and qualifications are represented on the Board.

Skills and Attributes

Executive Experience (CEO): Supports our management team through relevant advice and leadership

Financial/Accounting Experience: Critical to the oversight of the Company’s financial statements, financial reporting and internal controls

REITS/Real Estate: Contributes to a deeper understanding of the Company’s challenges and opportunities in the REIT and real estate industries

Healthcare, Senior Housing & Health Systems: Contributes to a deeper understanding of the challenges and opportunities in the healthcare, senior housing and for-profit/not-for-profit health systems industries

Life Sciences, Research & Innovation: Provides valuable insight regarding the unique considerations relevant to the life sciences, research & innovation space as the Company seeks to grow this line of business

Investment & Capital Allocation: Valuable in overseeing the Company’s investment and capital allocation strategies, capital structure and financing activities

Capital Intensive Industry: Contributes to a deeper understanding of the Company’s operations and key performance indicators

Public Company Executive Compensation: Contributes to the Board’s ability to attract, motivate and retain executive talent and align executive compensation with long-term stockholder value

Public Policy & Regulation: Contributes to the Board’s understanding of complex public policy issues and legal, regulatory and compliance risks

Technology/Cybersecurity: Contributes to the Board’s understanding of information technology and cybersecurity risks

Education, Communication & Brand: Valuable in managing communications with stakeholders and protecting the Company’s brand and reputation

Sales & Marketing: Valuable in promoting and selling our services and delivering excellent customer service

Strategic Planning: Essential to guiding the Company’s long-term business strategy

Investor Experience and Perspective: Provides valuable insight regarding the considerations relevant to institutional investors

Risk Management: Contributes to the identification, assessment and prioritization of risks facing the Company

Independent

Gender

F

F

M

M

F

F

M

M

M

M

M

Race/Ethnicity

Black/African American

Caucasian/White

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 Director Nominee Biographies

Melody C. Barnes, Independent Director

DIRECTOR SINCE 2014   VTR COMMITTEES      Nominating and Corporate Governance (Chair)        Executive

Melody C. Barnes has extensive experience as a senior public policy advisor and academic, accomplished executive in large and complex organizations and seasoned director. She brings to our Board expertise in leadership, strategy and governance and valuable insights into human capital issues, organizational dynamics and legislative and regulatory matters. Ms. Barnes is an attorney by training. Business Experience ►  The University of Virginia         Executive Director of the Karsh Institute of Democracy (2021 to present)         W.L. Lyons Brown Family Director for Public Policy and Public Engagement, College and Graduate School of Arts and Sciences Democracy Initiative (2018 to present)         J. Wilson Newman Professor of Governance, Miller Center of Public Affairs (2021 to present) ►  Distinguished Fellow, The University of Virginia School of Law (2016 to present) ►  Co-Founder and Principal of MB2 Solutions, LLC, a public policy and domestic strategy firm (2014 to present) ►  Director of the Domestic Policy Council in the White House (2009 to 2012), providing policy and strategic advice to then-President Obama and coordinating the domestic policy-making process for his administration ►  Senior Domestic Policy Advisor for then-Senator Obama’s 2008 presidential campaign (2008) ►  Executive Vice President for Policy (2005 to 2008) and a Senior Fellow (2003 to 2005) at the Center for American Progress, an independent nonpartisan policy institute ►  Chief Counsel to Senator Edward M. Kennedy on the Senate Judiciary Committee (1998 to 2003) and General Counsel for Senator Kennedy (1995 to 1998) Private Boards and Community Service ►  Chair of the Board of Trustees (2021 to present), Vice Chair of the Board of Trustees (2018 to 2020) and Member of the Board of Trustees (2017 to 2018) at The Thomas Jefferson Foundation, Inc., a not-for-profit organization ►  Member of the Advisory Board of the Institute for Contemporary Art at Virginia Commonwealth University, a non-collecting art institution (2018 to present) ►  Chair of the Aspen Institute for Community Solutions and Opportunity Youth Forum, a not-for-profit organization (2012 to present) ►  Chair of the Marguerite Casey Foundation, a not-for-profit organization (2012 to present) Current Public Company Directorships ►  Booz Allen Hamilton Inc. (NYSE: BAH) (2015 to present) Other Public Company Directorships During the Past Five Years ►  None

Debra A. Cafaro, Chairman and CEO of Ventas

DIRECTOR SINCE 1999   VTR COMMITTEES    Executive    Investment

Debra A. Cafaro has substantial executive experience and leadership ability and a proven record of accomplishment. She brings to our Board expertise in real estate, healthcare, investments, capital markets and corporate finance, mergers, acquisitions and other strategic transactions, strategic planning, law and public policy and other public company matters. Business Experience ►  Chief Executive Officer and director (1999 to present), Chairman of the Board (2003 to present) and President (1999 to 2010) of Ventas, Inc. (NYSE: VTR) Private Boards and Community Service ►  Member of the American Academy of Arts & Sciences, an honorary society (2020 to present) ►  Immediate past Chair of the Real Estate Roundtable, a public policy organization ►  Chair of the Executive Committee and immediate past Chair of the Board of Directors of The Economic Club of Chicago, a non-profit management organization ►  Member of the Board of Trustees of the University of Chicago ►  Member of the Board of Trustees of the Chicago Symphony Orchestra ►  Appointed by Mayor Rahm Emanuel to the Board of the Chicago Infrastructure Trust (2015 to 2019) ►  An owner and member of the Management Committee of the Pittsburgh Penguins, a National Hockey League team ►  Advisory Board Member of the Harvard Kennedy School Taubman Center for State and Local Government Recognitions ►  Six-time honoree in Harvard Business Review’s CEO 100 (2014 to 2020) and Modern Healthcare’s 100 Most Influential People in Healthcare (2012, 2015 to 2019) ►  Recipient of the Industry Leadership Award from the National Association of Real Estate Investment Trusts (Nareit) (2014) ►  Inducted into the ASHA (American Seniors Housing Association) Senior Living Hall of Fame (2019) ►  Member of the Business Council, an association of Chief Executive Officers Current Public Company Directorships ►  PNC Financial Services Group Inc. (NYSE: PNC) (2017 to present) Other Public Company Directorships During the Past Five Years ►  None

Michael J. Embler, Independent Director Nominee

NOMINEE     VTR COMMITTEES    Audit and Compliance    Investment

Michael J. Embler is widely recognized for his success as an institutional investor and seasoned board member across a broad range of industries, including healthcare, capital intensive industries and finance. He brings to our Board expertise in investment strategy and portfolio construction, capital markets and finance, ESG and public company matters and insights into the perspective of institutional investors. Business Experience ►  Chief Investment Officer of Franklin Mutual Advisers, LLC (2005 to 2009) ►  Head of Franklin Mutual Advisers’ Distressed Investment Group (2001 to 2005) ► Managing Director of Nomura Securities (1992 to 2001) Private Boards and Community Service ►  Member of the Board of Directors, Kindred Healthcare Inc. (2001 to 2008) ►  Mohonk Preserve (2014 to 2020) Current Public Company Directorships ►  American Airlines (NASDAQ: AAL) (2013 to present) ► NMI Holdings, Inc. (NASDAQ: NMIH) (2012 to present) Other Public Company Directorships During the Past Five Years ►  Taubman Centers, Inc. (NYSE: TCO) (2018 to 2020) Other Relevant Expertise ►  National Association of Corporate Directors, CERT Certificate in Cybersecurity Oversight; Member of Risk Advisory Council - NY Chapter ►  Earth Institute Center for Environmental Sustainability - Columbia University; Certificate in Environmental Conservation and Sustainability - 2015

20

Matthew J. Lustig, Independent Director

DIRECTOR SINCE 2011   VTR COMMITTEES    Executive     Investment (Chair)

Matthew J. Lustig has extensive experience as an advisor and investor in domestic and international real estate transactions, including senior housing, and as a director, executive and investor in real estate companies and funds. He brings to our Board expertise in investments and capital allocation, capital markets and corporate finance, mergers and acquisitions and strategic transactions. Business Experience ► Chairman of Investment Banking, North America (2019 to present), Head of Investment Banking, North America (2012 to 2019), Head of Real Estate & Lodging (1989 to present) and former Chief Executive Officer of the private equity real estate investment business at Lazard Frères & Co. LLC, a financial advisory and asset management firm Private Boards and Community Service ►  Former Chairman of the Advisory Board at The Samuel Zell and Robert Lurie Real Estate Center at The Wharton School, University of Pennsylvania (2017 to 2021) ►  Member of the Board of Advisors at the Edmund A. Walsh School of Foreign Service, Georgetown University (2011 to present) ►  Member of the MBA Real Estate Program Advisory Board at the Paul Milstein Center for Real Estate at Columbia Business School, Columbia University (1999 to present) ►  Chairman of the Board of Directors of Atria Senior Living, Inc., a for-profit senior housing company (2004 to 2011) ►  Member of the Council on Foreign Relations, the Pension Real Estate Association, the Real Estate Roundtable and the Urban Land Institute Current Public Company Directorships ►  Boston Properties, Inc. (NYSE: BXP) (2011 to present) Other Public Company Directorships During the Past Five Years ►  None

Roxanne M. Martino, Independent Director

DIRECTOR SINCE 2016   VTR COMMITTEES      Compensation (Chair)      Executive      Investment

Roxanne M. Martino has extensive experience as an institutional investor, chief executive, industry leader and director and is widely recognized for her finance and investment expertise. She brings to our Board expertise in investment strategy and capital allocation, finance, accounting and public reporting, strategy and leadership and insights into the perspectives of institutional investors. Business Experience ►  Managing Partner of OceanM19 (2016 to present) ►  Led Aurora Investment Management L.L.C., a hedge fund investment firm, and its predecessor companies, including acting as Chief Executive Officer, Partner and Chair of the Investment Committee (1990 to 2016) ►  General Partner of Grosvenor Capital Management, L.P., an asset management firm (now GCM Grosvenor, NASDAQ: GCMG) (1984 to 1990) Private Boards and Community Service ►  Member of the Board of Directors of The Havi Group (2019 to present) ►  Member of the Board of the Chicago Network (2019 to present); member of the Board of Directors of The Economic Club of Chicago (2017 to present) ►  Chairperson of the Ann & Robert H. Lurie Children’s Hospital of Chicago Board of Directors and member of the Executive Committee of the Ann & Robert H. Lurie Children’s Hospital of Chicago Foundation (2018 to present) ►  Co-Chair of the Council on Chicago Booth at the University of Chicago Booth School of Business (2015 to 2021); member and past Chair of the Advisory Council at the Mendoza College of Business, University of Notre Dame (2001 to present); and Life Trustee of Fenwick High School (2003 to present) ►  Director and past President of Thresholds, a not-for-profit psychiatric rehabilitation organization (1991 to present) Recognitions ►  Inducted into the Invest Hedge Hall of Fame (2015) ►  Recognized as one of “50 Leading Women in Hedge Funds” by the Hedge Fund Journal (2015) ►  Honored by DePaul University as the “DePaul University Financial Executive of the Year” based on her lifetime of professional achievement (2014) Current Public Company Directorships ►  None Other Public Company Directorships During the Past Five Years ►  None

Marguerite M. Nader, Independent Director

DIRECTOR SINCE 2020     VTR COMMITTEES     Audit and Compliance

Marguerite M. Nader has extensive senior executive experience in the real estate investment trust industry, serving as President and Chief Executive Officer, and previously, as Chief Financial Officer, for a leading publicly traded REIT. She brings to our Board expertise in asset management, corporate governance, finance, accounting and financial reporting, public company operations and investor relations. Business Experience ►  President and Chief Executive Officer (2013 to present), President and Chief Financial Officer (2012 to 2013), Executive Vice President and Chief Financial Officer (2011 to 2012) and other roles in asset management, business development and sales and marketing (1993 to 2011) for Equity LifeStyle Properties, Inc. (NYSE: ELS), a resort community real estate investment trust ►  Member of the Management Committee and Board of Directors for ELS Private Boards and Community Service ►  Chair (2021 to 2022), First Vice Chair (2021), Member of the Executive Board (2019 to present) and Member of the Advisory Board of Governors (2014 to 2018) of the National Association of Real Estate Investment Trusts (Nareit) Current Public Company Directorships ►  Equity LifeStyle Properties, Inc. (NYSE: ELS) (2013 to present) Other Public Company Directorships During the Past Five Years ►  Liberty Property Trust (formerly NYSE: LPT) (2017 to 2020)

22

Sean P. Nolan, Independent Director

DIRECTOR SINCE 2019   VTR COMMITTEES     Compensation

Sean P. Nolan is an accomplished senior executive, board member and investor, having served in numerous executive and Board-leadership positions for privately held and publicly traded companies in the biopharmaceutical industry. He brings to our Board expertise in finance, leadership and management, executive compensation, the perspectives of public company investors and life science, research and innovation. Business Experience ►  President of Nolan Capital, LLC, an investment fund (2019 to present) ►  President and Chief Executive Officer of AveXis, Inc. (formerly NASDAQ: AVXS), a gene therapy company (2015 to 2018) ►  Chief Business Officer for InterMune, Inc. (formerly NASDAQ: ITMN), a biopharmaceutical company (2013 to 2015) ►  Chief Commercial Officer of Reata Pharmaceuticals, Inc. (NASDAQ: RETA), a pharmaceuticals company (2011 to 2012) ►  Chief Commercial Officer and President of Lundbeck, Inc., a U.S. affiliate of H. Lundbeck A/S, a Danish pharmaceuticals company (2009 to 2010) ► Senior management at Ovation Pharmaceuticals, Inc., a pharmaceuticals company (2004 to 2009) Private Boards and Community Service ►  Executive Chairman of the Board of Jaguar Gene Therapy, LLC, a gene therapy company (2021 to present) ►  Chairman of the Board of Affinia Therapeutics Inc., a gene therapy company (2019 to present) ►  Chairman of the Board of Encoded Therapeutics, Inc., a gene therapy company (2018 to present) ►  Chairman of the Board of Istari Oncology, Inc., a clinical-stage biotechnology company (2018 to present) Current Public Company Directorships ►  Taysha Gene Therapies, Inc., Chairman of the Board (NASDAQ: TSHA) (2020 to present) ►  Social Capital Suvretta Holdings Corp. II (NASDAQ: DNAB) (2021 to present) Other Public Company Directorships During the Past Five Years ►  Neoleukin Therapeutics (NASDAQ: NLTX) (2019 to 2020) ►  Aquinox Pharmaceuticals, Inc. (formerly NASDAQ: AQXP) (2015 to 2019)

Walter C. Rakowich, Independent Director

DIRECTOR SINCE 2016   VTR COMMITTEES     Audit and Compliance (Chair)     Executive     Investment

Walter C. Rakowich is a recognized leader in the real estate industry with extensive experience as a Chief Executive Officer, Chief Financial Officer and seasoned board member. He brings to our Board expertise in investment strategy and capital allocation, capital markets and corporate finance, finance, accounting and public reporting, investor perspectives, leadership and management, strategy, and mergers, acquisitions and other strategic transactions. Business Experience ►  Chief Executive Officer of Prologis, Inc., an industrial real estate company (NYSE: PLD) (2008 to 2011), Co-Chief Executive Officer following its merger with AMB Property Corporation (2011 to 2012), member of the Board of Directors (2005 to 2012). Served in a number of other senior and executive positions, including as President, Chief Financial Officer and Chief Operating Officer (1994 to 2008) ►  Partner and Principal with Trammell Crow Company, a real estate provider (1985 to 1993) Private Boards and Community Service ►  Member of the Advisory Council of Gender Fair, an organization working to accelerate gender equality (2020 to present) ►  Leadership roles at three non-profits focused on educational opportunities for at-risk children: Trustee of the PIVOT Foundation (2018 to present), Chairman of the Board of Colorado UpLift (2013 to present) and Board Member of the Alliance for School Choice in Education (ACE) (2004 to present) ►  Member of the Board of Trustees of Pennsylvania State University (2014 to present); member of the Advisory Board of the Institute for Real Estate Studies in the Smeal College of Business, Pennsylvania State University (2014 to present) ►  Member of the Advisory Board of Governors (2008 to 2010) and the Executive Committee (2010 to 2011) of the National Association of Real Estate Investment Trusts (Nareit), a real estate trade association Current Public Company Directorships ►  Host Hotels & Resorts, Inc. (NYSE: HST) (2012 to present; Lead Director, 2015 to 2018) ►  Iron Mountain Incorporated (NYSE: IRM) (2015 to present) Other Public Company Directorships During the Past Five Years ►  None

Robert D. Reed, Independent Director

DIRECTOR SINCE 2008   VTR COMMITTEES      Executive      Investment       Nominating and Corporate Governance

Robert D. Reed has extensive healthcare senior executive experience, having served as Chief Financial Officer for domestic hospital systems and physicians’ organizations. He brings to our Board expertise in accounting, healthcare finance and operations, managing capital intensive operations, investments and capital structuring and allocation and strategic planning. Business Experience ►  Advisor to Halo Diagnostics, a privately held healthcare technology company (2020 to present) ►  Senior Vice President and Chief Financial Officer of Sutter Health, a family of not-for-profit hospitals and physicians’ organizations (1997 to 2015) ►  Chief Financial Officer, Alta Bates Corporation, a not-for-profit healthcare company (1990 to 1995) and Voluntary Hospitals of America Corporation, a not-for-profit healthcare company 1988, and Voluntary Health Enterprises, Inc., a for-profit healthcare company (1986 to 1988). ►  Investment banker specializing in healthcare finance for hospital systems at various national financial firms, including Eastdil (1976 to 1980), Paine Webber (1980 to 1982) and American Health Capital (1982 to 1986) Private Boards and Community Service ►  Member of the National Board of Advisors of U.C. Davis Health, an academic medical center (2019 to present) ►  Member of the Board of Directors of The Metta Fund, a not-for-profit organization dedicated to advancing the health and wellness of San Francisco’s aging population (2007 to 2018) Current Public Company Directorships ►  None Other Public Company Directorships During the Past Five Years ►  None

James D. Shelton, Independent Presiding Director

DIRECTOR SINCE 2008   VTR COMMITTEES     Compensation     Executive (Chair)     Nominating and Corporate Governance

James D. Shelton has extensive experience as a Chief Executive Officer and business leader in the healthcare industry. He brings to our Board expertise in corporate governance, executive compensation, government relations, managing capital intensive operations, capital structuring and allocation and mergers, acquisitions and other strategic transactions. Business Experience ►  Non-executive Chairman of the Board of Omnicare, Inc. (formerly NYSE: OCR), a pharmaceutical care provider (2010 to 2015), and interim Chief Executive Officer of Omnicare (2010 to 2011) ►  Chief Executive Officer and Chairman of the Board of Triad Hospitals, Inc. (formerly NYSE: TRI), an owner and manager of hospitals and ambulatory surgery centers (1999 to 2007) ►  President of the Pacific Group (1998 to 1999) and President of the Central Group (1994 to 1998) of Columbia/HCA Healthcare Corporation, a hospital operator (now known as HCA Inc. (NYSE: HCA)) ►  Executive Vice President of National Medical Enterprises (now known as Tenet Healthcare Corporation (NYSE: THC)), a healthcare services company (1991 to 1994) Private Boards and Community Service ►  Member of the Board of Directors and the Executive Committee of the American Hospital Association, a healthcare industry trade group (2004 to 2006) ►  Chairman and member of the Board of Directors of the Federation of American Hospitals, a hospital trade association (1991 to 2001) Current Public Company Directorships ►  None Other Public Company Directorships During the Past Five Years ►  Envision Healthcare Corp. (formerly NYSE: EVHC) (2015 to 2018, Lead Director, 2018)

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Maurice S. Smith, Independent Director

DIRECTOR SINCE 2021   VTR COMMITTEES     Audit and Compliance

Maurice S. Smith has extensive senior executive experience in the health insurance industry, serving as President and Chief Executive Officer and, previously, in other senior leadership positions, for a leading health insurance company. He brings to our Board expertise in corporate transactions, health insurance and healthcare, financial matters, management and strategic growth initiatives. Business Experience ► Health Care Service Corporation (HCSC), a leading health insurer, as President and Chief Executive Officer (2020 to present), President (2019 to 2020), Senior Vice President, Business Development and Subsidiary Management (2015), Divisional Vice President, Business Development and Subsidiary Management (2012 to 2014), Vice President, Corporate Transactions and Business Analysis (2011 to 2012) and numerous other roles of progressive responsibility (1993 to 2011) ►  President, Blue Cross Blue Shield of Illinois, a division of HCSC (2015 to 2019) Private Boards and Community Service ►  Member of the Board of Directors of The Economic Club of Chicago (2020 to present) ►  Member of the Board of Directors of the Chicago Civic Consulting Alliance, a nonprofit organization (2018 to present) ►  Member of the Board of Trustees of Roosevelt University (2017 to present) ►  Member of the Board of Trustees of the Civic Federation, a nonpartisan government research organization (2017 to present) ►  Member of the Board of Directors of World Business Chicago, a public-private economic development agency (2020 to present) ►  Chairman of the Board of Dearborn National Life Insurance Company, a life insurance company (2012 to 2019) ►  Member of the Board of Directors of Common Ground Foundation, a nonprofit organization (2018 to present) ►  Member of the Board of Directors of Medecision, Inc., an integrated health management solutions company (2014 to 2020) ►  Member and former Chairman of the Board of Directors of Chicago Sinfonietta (2011 to 2019) Current Public Company Directorships ►  None Other Public Company Directorships During the Past Five Years ►  None

Effective as of our 2022 Annual Meeting, Jay M. Gellert will retire from our Board. We extend our sincere gratitude to Mr. Gellert for his service as a director for the past twenty years.

Director Recruitment, Nomination and Succession Planning

Criteria for Board Membership

In accordance with our Guidelines on Governance (our “Guidelines”), the Nominating and Corporate Governance Committee annually considers and recommends to the Board a slate of directors for election at the next annual meeting of stockholders.

In making its recommendations, the Nominating and Corporate Governance Committee considers:

The Nominating and Corporate Governance Committee also regularly reviews the size and composition of the Board on a holistic basis, utilizing a matrix of identified skills, experiences and other criteria, and considers potential candidates during the course of the year on an ongoing basis as part of our board refreshment process.

In evaluating potential director candidates, the Nominating and Corporate Governance Committee considers different perspectives, skill sets, education, ages, genders, racial and ethnic demographics and business experience in its recruiting and nomination process. In general, the Nominating and Corporate Governance Committee seeks to include on our Board a complementary mix of individuals with diverse backgrounds, knowledge and viewpoints reflecting the broad set of challenges that the Company confronts.

Our Guidelines provide that, in general, nominees for membership on the Board should have one or more of the following qualifications:

Our Nominating and Corporate Governance Committee looks for certain characteristics common to all Board members, including:

Our directors also are expected to be active participants in governing our enterprise. The Nominating and Corporate Governance Committee seeks to recommend candidates that have adequate time to devote to Board activities, recognizing that public company board of directors responsibilities command a significant portion of directors’ time. Accordingly, the Company maintains an overboarding policy that prohibits anyone who serves as a Chief Executive Officer of a public company from simultaneously serving on more than two public company boards in addition to the Company’s Board and prohibits all other directors from simultaneously serving on more than four public company boards in addition to the Company’s Board. The Company also prohibits Audit and Compliance Committee members from simultaneously serving on more than two additional public company audit committees.

No single factor or group of factors is necessarily dispositive of whether a candidate will be recommended by our Nominating and Corporate Governance Committee. The Committee will consider director candidates recommended by stockholders and applies these same standards in evaluating individuals in that context. Candidates recommended by stockholders must meet the criteria and qualifications described above. Stockholders may submit recommendations to our Corporate Secretary at our principal executive offices at 353 North Clark Street, Suite 3300, Chicago, Illinois 60654.

Director nominations by our stockholders must follow the procedures described in the “Additional Information—Submission of Stockholder Proposals and Other Items for 2023 Annual Meeting” section of this Proxy Statement.

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 Refreshment and Succession Planning

The Board is committed to effective succession planning and a rigorous, ongoing refreshment program. As in prior years, our Nominating and Corporate Governance Committee and the Board engaged a third-party search firm to assist in the evaluation and identification of potential director candidates, including candidates identified by the search firm, board members, officers and other advisors or other sources. A number of candidates were considered from a variety of such sources, all of whom were ultimately evaluated by the third-party search firm.

The average tenure of our independent director nominees is less than seven years. Including our CEO, the average tenure is eight years. Our Nominating and Corporate Governance Committee monitors the average tenure of our directors and seeks to achieve a variety of director tenures in order to benefit from long-tenured directors’ institutional knowledge and newly elected directors’ fresh perspectives. Since 2015, we have appointed six new directors to the Board of Directors. Jay M. Gellert, a valued director who has served on the Board since 2001, will not be standing for re-election at the 2022 Annual Meeting.

In its annual review of the Board’s composition, the Nominating and Corporate Governance Committee considers succession planning in light of factors such as skills and attributes needed and upcoming retirements and other potential departures.

Director Recruitment

Our Nominating and Corporate Governance Committee has the authority to identify, consider and recommend potential new director candidates to the Board. An overview of the Board’s director recruitment process is provided below:

Evaluate Board Composition		The Nominating and Corporate Governance Committee periodically reviews Board composition and the skills, experience and characteristics held by existing directors and those sought in director candidates, considering the needs of the Board in light of the Company’s strategy
Identify Candidates		Candidates may be recommended by search firms engaged by the Nominating and Corporate Governance Committee, other directors, management and stockholders
Assess Potential Directors		Potential nominees are assessed against various attributes outlined in “—Director Recruitment, Nomination and Succession Planning—Criteria for Board Membership” and the skills and experiences shown in “Board Nominees—Director Nominees Skills, Experience, Qualifications and Attributes Matrix,” as well as the future needs of the Board, including succession planning. The Company reviews candidates for independence and potential conflicts
Interview Candidates		Candidates are interviewed by the members of the Nominating and Corporate Governance Committee and other Board members
Recommend Candidates		The Nominating and Corporate Governance Committee recommends candidates to the Board for appointment or nomination for election
Stockholder Vote		Stockholders vote on director nominees at the annual meeting of stockholders

We have from time to time retained search firms to assist us in identifying potential candidates based on specific criteria that we provided to them, including the qualifications described above. We may retain search firms and other third parties in the future.

6 New Directors Added Since 2015
Ethnic and gender diversity	Current and former CEOs	All independent
Expertise in investments, finance, accounting, investor perspectives, life sciences, research and innovation, healthcare and REITs	Institutional investor

Independence

Our Guidelines require that at least a majority of the members of our Board meet the criteria for independence under the rules and regulations of the NYSE. For a director to be considered independent under the NYSE’s listing standards, the director must satisfy certain tests, and the Board must affirmatively determine that the director has no direct or indirect material relationship with us. Not less than annually, our Board evaluates the independence of each non-management director on a case-by-case basis by considering any matters that could affect their ability to exercise independent judgment in carrying out the responsibilities of a director, including all transactions and relationships between that director, members of their family and organizations with which that director or family members have an affiliation, on the one hand, and us, our subsidiaries and our management, on the other hand.

Based on its most recent review, the Board has affirmatively determined that each of Ms. Barnes, Mr. Embler, Mr. Gellert, Mr. Lustig, Ms. Martino, Ms. Nader, Mr. Nolan, Mr. Rakowich, Mr. Reed, Mr. Shelton and Mr. Smith has no direct or indirect material relationship with us and qualifies as independent under the NYSE’s listing standards. Ms. Cafaro is not considered independent under the NYSE listing standards due to her employment as our CEO.

The Board has also determined that:

In determining that Mr. Lustig is independent, the Board considered that he is employed by Lazard, a large multi-national financial institution that, with its affiliates, has provided financial advisory and investment banking services for the Company and its subsidiaries, for which it may receive customary compensation, fees and expense reimbursement. The Board did not believe that the Company’s relationship with Lazard impacted the independence of Mr. Lustig for the following reasons:

Director Resignation Policy

In accordance with our Director Resignation Policy, our Board will nominate an incumbent director for election only if the director agrees that, in the event the director fails to receive a majority of votes cast in an uncontested election at our annual meeting, they will tender an irrevocable resignation that will be effective upon acceptance by the Board. If an incumbent director fails to receive a majority of votes cast in an uncontested election at our annual meeting, our Nominating and Corporate Governance Committee will act on an expedited basis to determine whether to recommend acceptance or rejection of the director’s resignation and submit its recommendation for prompt consideration by the Board. Our Board will act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision regarding the tendered resignation by filing a Current Report on Form 8-K with the SEC no later than 90 days following certification of the election results.

Director Retirement Policy

Under our Guidelines, a director is required to retire at the first annual meeting of stockholders following their 75th birthday. On the recommendation of our Nominating and Corporate Governance Committee, our Board may waive this requirement if it deems a waiver to be in our best interests and the best interests of our stockholders.

Annual Board Self-Evaluation

The Board recognizes that a robust and constructive evaluation process is an essential component of good corporate governance and Board effectiveness.

The Board and each of its committees conduct self-evaluations through completion of written questionnaires related to their performance on an annual basis. Through this process, directors provide feedback and assess Board, committee and director performance, including areas where the Board believes it is functioning effectively and areas where the Board believes it can improve.

The Nominating and Corporate Governance Committee supervises the annual self-evaluations and uses various processes to solicit feedback, including periodic in-person interviews conducted by the Presiding Director with each of the Board members. The Board and each committee review and discuss the evaluation results and take this information into account when assessing the qualifications of the Board and further enhancing the effectiveness of the Board and its committees over time.

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Director Orientation and Continuing Education

New directors typically participate in an orientation coordinated by the Nominating and Corporate Governance Committee and management. New directors engage with senior management to review the Company’s strategic plans, significant financial, accounting and risk management matters, compliance programs, corporate governance practices, key policies, principal officers, internal and independent auditors and other key service providers. We provide new directors with written materials to supplement the management meetings to permit them to further understand our business and industry. Informally, our directors also meet individually with new directors as part of the new director onboarding.

We expect our directors to be well informed about the Company’s business, the competitive landscape in which the Company operates and issues currently affecting the Company, the healthcare and life science, research and innovation industries, the real estate investment trust industry, matters of corporate governance and the broader economy. Because our Board believes that ongoing director education is vital to the development of best practices and helps directors fulfil their fiduciary duties to the Company’s stockholders, directors are encouraged to participate in continuing education programs.

Our Corporate Governance Framework

Commitment to Strong Governance Practices

Corporate Governance Guidelines

Our Guidelines reflect the fundamental corporate governance principles by which our Board and its committees operate. They set forth general practices the Board and its committees follow with respect to structure, function, organization, composition and conduct. These guidelines are reviewed at least annually by the Nominating and Corporate Governance Committee and are updated periodically in response to changing regulatory requirements, evolving corporate governance practices, input from our stockholders and otherwise as circumstances warrant.

Independent Compensation Advisor

The Compensation Committee has retained an independent compensation advisor, Semler Brossy Consulting Group (“Semler Brossy”), to provide advice regarding the overall executive and non-employee director program structures, including (i) selecting appropriate peer companies for benchmarking purposes; (ii) setting base salaries and incentive award opportunities; (iii) establishing and evaluating achievement of applicable performance measures and related goals under our incentive plans; (iv) determining annual cash and long-term equity incentive awards for our executive officers; and (v) setting cash and equity award levels for our non-employee directors.

Semler Brossy reports to the Compensation Committee and received no fees from us that are unrelated to its role as advisor to our Board and its committees during the year ended December 31, 2021.

The Compensation Committee annually reviews the scope of work provided by Semler Brossy, as required under the Compensation Committee Charter. After considering the specific independence factors set forth in Rule 10C-1 under the Exchange Act and all other relevant facts and circumstances, the Compensation Committee concluded in its reasonable business judgment that Semler Brossy met the independence criteria and determined that Semler Brossy’s work for the Board and its committees during 2021 raised no conflict of interest.

Transactions with Related Persons

We did not have any related persons transactions during 2021.

Our written Guidelines on Transactions with Related Persons and our Global Code of Ethics and Business Conduct outline our standards and procedures regarding transactions with Related Persons. Any transaction involving us in which any of our directors, officers or 5% or greater stockholders (or their immediate family members) has a direct or indirect material interest must be approved or ratified by the Audit and Compliance Committee, the disinterested members of our Board or, in certain limited circumstances, the Chair of our Audit and Compliance Committee. Our directors, officers and employees are required to disclose any existing or proposed transaction in which they have a personal interest, or in which there is or might appear to be a conflict of interest, to our General Counsel in writing. Our General Counsel reviews these matters with the Presiding Director to determine whether the transaction raises a conflict of interest that warrants review and approval by the Audit and Compliance Committee or the disinterested members of the Board. In determining whether to approve or ratify a transaction, the Audit and Compliance Committee or disinterested members of the Board consider all relevant facts and circumstances and such other information as they deem appropriate, based on the information available to them.

Prohibition on Hedging and Pledging of Our Securities

Our Securities Trading Policy includes restrictions on both hedging and pledging of Company securities. Specifically, the policy:

prohibits our directors, executive officers and employees and certain of their related persons from buying or selling any put or call options, warrants or similar derivative instruments with respect to Company securities, or any other financial instruments that are designed to hedge or offset any decrease in the market value of Company securities;

prohibits directors, executive officers and employees from engaging in “short sales” with respect to Company securities; and

prohibits our executive officers and directors from holding our securities in margin accounts or otherwise pledging our securities to secure loans.

No executive officer or director hedged, pledged or held our securities in margin accounts at any time during 2021.

Code of Ethics

Our Global Code of Ethics and Business Conduct sets forth the legal and ethical standards for conducting our business to which our directors, officers and employees, including our CEO, our CFO and the directors, officers and employees of our subsidiaries must adhere. Our Global Code of Ethics and Business Conduct covers all significant areas of professional conduct, including employment practices, conflicts of interest, unfair or unethical use of corporate opportunities, protection of confidential information and other Company assets, compliance with applicable laws and regulations, political activities and other public policy matters and proper and timely reporting of financial results. See also “¾Public Policy Matters.”

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Human Rights and Vendor Code of Conduct

Our Human Rights Policy reflects our commitment to upholding human dignity and equal opportunity in all of our business functions under principles outlined in the United Nation’s Universal Declaration of Human Rights. Our Vendor Code of Conduct is designed to educate our suppliers about our expectations for ethical and responsible business dealings, including upholding human rights, protecting health and safety and pursuing environmental sustainability. Our expectation is that our vendors will treat people with respect and dignity, encourage diversity, promote equal opportunity for all and create an ethical and inclusive culture.

Our Global Code of Ethics and Business Conduct, Human Rights Policy and Vendor Code of Conduct are available in the Corporate Governance section of our website (which is not a part of the Proxy Statement) at www.ventasreit.com. We also provide copies of our Global Code of Ethics and Business Conduct, Human Rights Policy and Vendor Code of Conduct, without charge, upon request to our Corporate Secretary at our principal executive offices at 353 North Clark Street, Suite 3300, Chicago, Illinois 60654.

Public Policy Matters

We are committed to ethical business conduct. In our Global Code of Ethics and Business Conduct, our Global Anti-Corruption Policy and our Political Contribution, Expenditure and Activity Policy, we have established the policies and practices described below with respect to political contributions and other public policy matters.

Political Contributions and Expenditures: We do not use corporate funds or resources for direct contributions to federal political candidates, parties or campaigns, other than occasional de minimis use of our property, such as using a conference room. Corporate resources include nonfinancial donations, such as the use of our property in a political campaign or our employees’ use of work time and telephones to solicit for a political cause or candidate.

Promotion of Company Interests: We do not have a political action committee. However, we may contribute to a political action committee, advocate for a position, express a view or take other appropriate action with respect to legislative or political matters affecting our Company or our interests. We may also ask our employees to make personal contact with governmental officials or to write letters to present our position on specific issues. Any such advocacy is done in compliance with applicable laws and regulations.

Political Activities by Company Personnel: Our directors, officers and employees are not constrained from engaging in political activities, making political contributions, expressing political views or taking action on any political or legislative matter, so long as they are acting in their individual capacity, on their own time and at their own expense. Directors, officers and employees acting in their individual capacity must not give the impression that they are speaking on our behalf or representing Ventas in such activities.

Relationships with Government Officials: Our directors, officers and employees may not maintain any relationship or take any action with respect to public officials that could impugn our integrity or reputation. In particular, our directors, officers and employees may not offer, promise or give anything of value, including payments, entertainment and gifts, to any government official, employee, agent or other intermediary of the United States government or any domestic or foreign government.

Enhanced Controls for Certain Officers and Employees: Political contributions, expenditures and activities of certain officers and employees providing real estate investment advisory services for private capital sources through our Ventas Investment Management business are subject to additional restrictions, certifications and training requirements.

Board Leadership Structure

Our Board recognizes that one of its key responsibilities under our Fifth Amended and Restated By-Laws (the “By-Laws”) and Guidelines is to evaluate and determine its optimal leadership structure so as to provide effective oversight of management and a fully engaged, high-functioning Board. The Board understands that no single approach to Board leadership is universally accepted and that the appropriate leadership structure may vary based on a company’s size, industry, operations, history and culture.

Consistent with this understanding, our Board, led by our Nominating and Corporate Governance Committee, annually assesses its leadership structure in light of our operating and governance environment at the time to achieve the optimal model for us and for our stockholders. Following its most recent review, the Board determined that our existing leadership structure—under which our CEO also serves as Chairman of the Board and a Presiding Director assumes specific responsibilities on behalf of the independent directors—is effective, provides the appropriate balance of authority between those persons charged with overseeing our Company and those who manage it on a day-to-day basis and achieves the optimal governance model for us and for our stockholders.

Chairman

The Chairman of the Board is selected annually by a majority vote of the independent directors at the first Board meeting following the election of directors at the Company’s annual meeting of stockholders.

Ms. Cafaro has served as CEO and Chairman of the Board since 2003, and our Board continues to believe that her combined role is most advantageous to us and our stockholders. Ms. Cafaro possesses extensive knowledge of the issues, opportunities and risks facing us, our business and our industry and has consistently demonstrated the vision and leadership necessary to focus the Board’s time and attention on the most critical matters and to facilitate constructive dialogue among Board members on strategic issues. Moreover, the combined roles enable decisive leadership, clear accountability and consistent communication of our message and strategy to all of our stakeholders. These leadership attributes are uniquely important to our Company given the value to our business of opportunistic capital markets execution, our history of rapid and significant growth and our culture of proactive engagement and risk management.

Presiding Director

Our Guidelines require that our independent directors annually select one independent director to serve as Presiding Director. Mr. Shelton was elected by the independent directors in May 2021 to serve as Presiding Director.

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Board Roles and Responsibilities

Overview

Our directors provide guidance and strategic oversight to management and review and regularly monitor the effectiveness of the Company’s financial and business plans, policies and decisions, including the execution of its strategies and objectives. The Board is responsible for, among other things:

Board Meetings   Our Board held a total of seven meetings during 2021.   Each of our incumbent directors attended more than 75% of the total meetings of the Board and the Board committees on which they served during 2021; average attendance was 98%.   We strongly encourage, but do not require, directors to participate in our annual meetings of stockholders. Ten of the eleven directors who were nominated for election at our 2021 Annual Meeting of Stockholders participated in that meeting.

Regular Executive Session

Our independent directors meet in executive session, outside the presence of management, at each regularly scheduled quarterly Board meeting and committee meeting, and at other times as necessary or desirable. The Presiding Director chairs all regularly scheduled executive sessions of the Board and all other meetings of the independent directors.

Risk Management

Management has primary responsibility for identifying and managing our exposure to risk, subject to active oversight by our Board of the processes we establish to assess, monitor and mitigate that exposure. The Board, directly and through its committees, routinely discusses with management our significant enterprise risks and reviews the guidelines, policies and procedures we have in place to address those risks. At Board and committee meetings, directors engage in comprehensive analyses and dialogue regarding specific areas of risk, including our enterprise risk management process. This process enables our Board to focus on the strategic, financial, operational, legal, regulatory and other risks that are most significant to us and our business in terms of likelihood and potential impact and ensures that our enterprise risks are well understood, mitigated to the extent reasonable and consistent with the Board’s view of our risk profile and risk tolerance. As part of management’s enterprise risk management process, management briefs the Audit and Compliance Committee and the full Board on information and cybersecurity risks and programs at least annually. Management identifies and assesses information security risks using industry practices aligned to recommendations from the National Institute of Standards and Technology and engages independent security firms to conduct periodic penetration tests in order to identify and remediate vulnerabilities. The Company has not experienced any material information security breaches in the last three years and, as such, has not incurred any expenses related to information security breaches in the last three years. The Company believes it is adequately insured against losses related to a potential information security breach and does not carry any cybersecurity insurance.

In addition to the overall risk oversight function administered directly by our Board, each of our Audit and Compliance, Compensation, Investment and Nominating and Corporate Governance Committees exercises its own oversight related to the risks associated with the particular responsibilities of that committee:

The chair of each committee reports to the full Board at each regularly scheduled Board meeting and other times as appropriate. Our Board believes that this division of responsibilities is the most effective approach for identifying and addressing risk. Through Ms. Cafaro’s combined role as CEO and Chairman, our Board leadership structure appropriately supports the Board’s role in risk oversight by facilitating prompt attention by the Board and its committees to the significant enterprise risks identified by management in our day-to-day operations.

Human Capital Risk Management

The Compensation Committee provides oversight on certain human capital matters, including our DE&I efforts, goals and framework. We report on human capital matters at each regularly scheduled meeting of our Board. The most significant human capital measures and objectives that we focus on include talent attraction and retention, culture, DE&I and health, safety and wellness.

COVID-19 Risk Management

The Board continues to monitor the risk landscape associated with the COVID-19 pandemic and its extended consequences. Management periodically reports to the Board regarding the impact of the pandemic on our business, projects regarding short- and long-term impacts, and mitigation actions.

Compensation Risk Assessment

As part of its risk oversight role, our Compensation Committee annually considers, together with its independent compensation consultant, Semler Brossy, whether our compensation policies and practices for all employees, including our executive officers, create risks that are reasonably likely to have a material adverse effect on our Company. In conducting its risk assessment, the Compensation Committee reviewed a report prepared by management regarding our existing compensation plans and programs, in the context of our business risk environment. In its review, the Compensation Committee noted several design features of our compensation programs that reduce the likelihood of excessive risk-taking, including the following:

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Based on its evaluation, the Compensation Committee has determined, in its reasonable business judgment, that our compensation practices and policies for all employees do not create risks that are reasonably likely to have a material adverse effect on our Company and instead promote behaviors that support long-term sustainability and stockholder value.

Management Succession Planning

Our Board regularly reviews short- and long-term succession plans for the CEO and other senior management positions. In assessing possible CEO candidates, our independent directors identify the skills, experience and attributes they believe are required to be an effective leader in light of the Company’s strategic plan, business opportunities and challenges. The Board employs a similar approach with respect to evaluating possible candidates for other senior management positions. In general, the Board’s management succession planning is designed to anticipate both “planned” successions, such as those arising from anticipated retirements, and unexpected successions, such as those occurring when an executive departs suddenly to take a new position, or due to death, disability or other unforeseen events.

Our Board has adopted an emergency succession plan to facilitate the transition to both interim and long-term leadership in the unlikely event of an untimely vacancy in the position of CEO.

Committee Information

Committee Overview

Information in the table above reflects our committee meetings and Board composition as of and for the year ended December 31, 2021. Michael J. Embler was appointed to the Audit and Compliance and Investment Committees on March 6, 2022, when he was appointed to the Board. Jay M. Gellert will retire from the Board and as a member of the Nominating and Corporate Governance Committee, Investment Committee and the Executive Committee effective as of the 2022 Annual Meeting. Committee assignments that are expected to take effect following our 2022 Annual Meeting are described under “—Committee Composition, Leadership Selection and Chair Rotation—Recent Committee Changes” below.

Committee Roles & Responsibilities

Our Board has five standing committees that perform certain delegated functions on behalf of the Board.

Audit and Compliance Committee				2021 Meetings: 4
		Current Members: Walter C. Rakowich (Chair), Melody C. Barnes, Michael J. Embler, Marguerite M. Nader, Maurice S. Smith

Key Responsibilities

All Members Independent

Compensation Committee				2021 Meetings: 6
		Current Members: Roxanne M. Martino (Chair), Sean P. Nolan, James D. Shelton

Key Responsibilities

All Members Independent

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Nominating and Corporate Governance Committee				2021 Meetings: 3
		Current Members: James D. Shelton (Chair), Melody C. Barnes, Jay M. Gellert, Robert D. Reed

Key Responsibilities

All Members Independent

Investment Committee				2021 Meetings: 1
		Current Members: Matthew J. Lustig (Chair), Debra A. Cafaro, Michael J. Embler, Jay M. Gellert, Roxanne M. Martino, Walter C. Rakowich, Robert D. Reed

Key Responsibilities

Executive Committee				2021 Meetings: 0
		Current Members: James D. Shelton (Chair), Debra A. Cafaro, Jay M. Gellert, Matthew J. Lustig, Roxanne M. Martino, Walter C. Rakowich, Robert D. Reed

Key Responsibilities

Only Meets Under Extraordinary Circumstances

Committee Composition, Leadership Selection and Chair Rotation

The Nominating and Corporate Governance Committee annually reviews and determines the makeup of the Board’s committees and committee chairs, with a view toward balancing the benefits derived from continuity against the benefits derived from diversity of experience and the viewpoints of each committee’s members. Our Guidelines specify a rigorous annual evaluation process to determine whether to rotate a committee chair after a director’s service as a particular committee chair approximates five years. This evaluation process is conducted on a holistic basis and a chair’s years of service on a committee is a single factor in the analysis rather than a sole determinant as to whether a committee’s leadership position should be rotated. Committee chair rotations may occur sooner or later than after a director has reached five years of service as a committee chair.

Recent Committee Changes

During 2021:

Marguerite M. Nader and Maurice S. Smith were appointed to our Audit and Compliance Committee;

Sean P. Nolan moved from the Audit and Compliance Committee to the Compensation Committee;

Roxanne M. Martino became Chair of the Compensation Committee and a member of the Executive Committee;

Matthew J. Lustig became Chair of the Investment Committee; and

Walter C. Rakowich became a member of the Executive Committee and the Investment Committee.

On March 6, 2022, Michael J. Embler was appointed a member of the Board of Directors and a member of the Audit and Compliance and Investment Committees. Our Board has approved committee rotations following the 2022 Annual Meeting and contingent upon the election of the director nominees as directors at the 2022 Annual Meeting, including: replacing James D. Shelton with Melody C. Barnes as the Chair of the Nominating and Corporate Governance Committee and adding Melody C. Barnes to the Executive Committee.

Committee Charters

Our Audit and Compliance Committee, Compensation Committee, Nominating and Corporate Governance Committee and Investment Committee each operates under a written charter. The charters of our Audit and Compliance Committee, Compensation Committee and Nominating and Corporate Governance Committee are available in the Corporate Governance section of our corporate website at www.ventasreit.com. We also provide copies of these charters, without charge, upon request to our Corporate Secretary at our principal executive offices at 353 North Clark Street, Suite 3300, Chicago, Illinois 60654.

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Stockholder Engagement

Our Board and senior management value frequent and regular engagement with our stockholders to promote transparency, improve our understanding of stockholder perspectives and increase the Board’s accountability to stockholders. We maintain an active and broad-based stockholder outreach program, communicating with and seeking input from stockholders on issues of importance to them, including a variety of topics related to our corporate governance practices, executive compensation, ESG matters and business strategy.

Our stockholder engagement and outreach activities are conducted year-round, as detailed in the table below, and generally occur in the following contexts:

We believe this year-round engagement provides stockholders with visibility and transparency into our business, financial performance and executive compensation, governance and ESG practices, allows us to connect with stockholders to share viewpoints and expectations and allows us to assess emerging issues that may affect our approach to governance and inform our decision-making.

Stockholder Engagement Cycle

Fall			Winter			Spring			Summer
	Comprehensive engagement with stockholders to gather feedback following the annual meeting and discuss developments in the Company’s business and strategy, Board and corporate governance matters, executive compensation, ESG matters and other topics of interest			Review of stockholder feedback and consideration of potential changes to corporate governance, executive compensation program and proxy disclosures			Pre-annual meeting engagement to update stockholders and gather feedback on compensation and governance changes and to discuss items on annual meeting agenda			Review feedback and results from the annual meeting and plan for Fall engagement

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

2021 Stockholder Outreach Program

As a continuation of our robust Board-driven stockholder engagement program, in both the Spring and Fall of 2021, we invited our top 50 stockholders, representing approximately 70% of our outstanding shares, to engage and share their perspectives with us. We ultimately met with 11 different stockholders, representing approximately 23% of our outstanding shares. The remainder of the stockholders we contacted confirmed that they did not view a discussion to be necessary or did not respond to our request. Our Compensation Committee Chair, Roxanne Martino, led these stockholder calls.

The COVID-19 pandemic was an overarching theme in our calls with stockholders, who recognized that the COVID-19 pandemic has had a significant and disproportionate impact on our business due to our senior housing and healthcare focus. They expressed appreciation and support for our continued commitment to health and safety.

Stockholders were supportive of our ESG program and commitment to DE&I and our responsiveness to stockholders. All stressed that ESG and DE&I matters should continue to be an expanding focus for management and the Board.

The stockholders we spoke to were generally supportive of our executive compensation program. Many noted, in particular, the Committee’s use of negative discretion in the annual incentive compensation plan and the below-target payouts under the performance-based portion of the long-term equity incentive compensation plan, which in their view has created alignment between realized pay and the experience of our stockholders.

Notwithstanding that realized pay has been below target compensation for a number of years, certain stockholders expressed concerns regarding the level of target compensation for our CEO given the Company’s TSR performance over the last one, three and five years compared to peers. Certain stockholders noted the importance of maintaining a pay and performance alignment while balancing retention during this challenging time for our industry. They also thought it would be helpful for them to better understand how the Compensation Committee assesses executives’ individual performance under the annual incentive compensation plan and establishes performance metrics for the annual incentive and long-term equity incentive compensation plans. Consistent with prior years, some stockholders expressed the view that we give too much weight to TSR-based metrics in the long-term equity incentive compensation plan, while others expressed strong support for maintaining TSR-based metrics as the dominant metrics in the plan.

In response to this and other feedback received during our 2021 stockholder engagement program, we:

reduced the 2022 target compensation for Ms. Cafaro by $2 million, or 14%, and for Messrs. Probst and Cobb by $0.4 million, or 8%, in each case compared to their 2021 target compensation, with the agreement and support of the executives affected;

included in this Proxy Statement additional disclosure regarding how executives’ individual performance was assessed under the 2021 annual incentive compensation plan (see “Compensation Discussion and Analysis—2021 Annual Performance Metrics and Results”);

included in this Proxy Statement additional disclosure regarding how the performance metrics for the annual incentive and long-term equity incentive compensation plans have been developed over the past five years and how each component ties to the Company’s overall strategy (see “Compensation Discussion and Analysis—Performance Metrics and How They are Linked to Our Strategy”);

amended our Securities Trading Policy to eliminate the ability of the Audit and Compliance Committee to grant waivers to executive officers and directors to the prohibition on pledging the Company’s common stock; and

conducted additional benchmarking related to the use of TSR as a performance metric in the long-term equity incentive compensation plan, which demonstrated that TSR is the dominant performance metric among our peers.

Additional information regarding comments concerning our executive compensation program, and some of the actions we have taken in response, are discussed in the “Compensation Discussion and Analysis—Stockholder Input” section of this Proxy Statement.

Contacting the Board of Directors

Stockholders and other parties interested in communicating directly with our Board or any director on Board-related issues may do so.

Communications addressed to our Board or individual members of the Board are screened by our Corporate Secretary for appropriateness before distribution to the Board or to any individual director or directors.

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Non-Employee Director Compensation

Structure of Directors’ Compensation

Our Board believes that the compensation paid to our non-employee directors should (i) be competitive with the S&P 500 and our Compensation Peer Group, consisting of publicly traded REITs with similar enterprise values and total assets, as further described in “Compensation Discussion and Analysis—Procedures for Determining Compensation—Executive Compensation Decision-Making Process” and (ii) enable us to attract and retain individuals of the highest quality to serve as our directors. In addition, the Board believes that a significant portion of non-employee director compensation should align director interests with the long-term interests of our stockholders. Accordingly, non-employee directors receive a combination of cash and equity-based compensation for their services. Each of these components is described below. We also reimburse each non-employee director for travel and other expenses associated with attending Board and committee meetings, director education programs and other Board-related activities. Ms. Cafaro, the only member of the Board employed by us, does not receive compensation for her service as a director.

Components of Directors’ Compensation

The majority of our Directors’ Compensation is in the form of annual restricted stock unit grants that are typically awarded immediately following our annual meeting and vest in two equal installments on the first and second annual meeting dates following the grant dates.

2021 Compensation^*

* Excludes supplemental annual retainers and excess board and committee fees

Elements of Non-Employee Director Compensation

Review of Non-Employee Director Compensation

Our Compensation Committee is responsible for annually reviewing the amount and types of compensation to be paid to our non-employee directors and recommending any changes to our non-employee director compensation program for approval by our Board. As part of its annual review, the Compensation Committee may consider (i) the director compensation levels of the Company’s peer group of companies and (ii) director compensation levels at competing S&P 500 companies and other relevant compensation and benchmarking information contained in surveys compiled by Nareit, Spencer Stuart or the National Association of Corporate Directors.

The Compensation Committee did not recommend any changes to director compensation for 2021. In October 2021, the Compensation Committee reviewed market data and received advice from Semler Brossy, the Compensation Committee’s independent compensation consultant, regarding appropriate levels of director compensation for 2022. The Compensation Committee considered the materials presented by Semler Brossy and did not recommend any changes to the director compensation program, which was last adjusted in July 2020, for 2022.

2021 Non-Employee Director Compensation Table

The following table sets forth the compensation awarded or paid to, or earned by, each of our non-employee directors during 2021:

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Minimum Stock Ownership Guidelines for Non-Employee Directors

Our minimum stock ownership guidelines require each non-employee director to maintain a minimum number of shares of our common stock with a value not less than five times the current annual cash retainer (currently $110,000) paid to such director for service on our Board (excluding, among other things, any additional retainer paid for service as a committee member or committee chair or the Presiding Director). Each non-employee director must satisfy the minimum stock ownership levels within five years from the date that they first become subject to the guidelines (or, upon any increase in the annual cash retainer, within five years from the date of such increase to satisfy the guidelines with respect to such incremental amount) and, until such time, must retain 100% of the shares of our common stock or stock units granted to him or her as compensation. All our non-employee directors are currently in compliance with these guidelines, after taking into consideration the transition period for new directors.

 Our Executive Officers 

Set forth below is certain biographical information about our executive officers. Ages shown for all executive officers are as of the date of the 2022 Annual Meeting.

Debra A. Cafaro, 64   Chairman and Chief Executive Officer			Ms. Cafaro has been our Chief Executive Officer and a director since 1999 and Chairman of our Board of Directors since 2003. She also served as our President from 1999 to November 2010. In addition to her work at Ventas, Ms. Cafaro is broadly engaged across the business, public policy, arts, academic, sports and non-profit sectors. She serves on the Board of Directors of The PNC Financial Services Group, Inc., a bank holding company and financial services corporation (NYSE: PNC). Additionally, Ms. Cafaro is the immediate past Chair of the Real Estate Roundtable, a public policy organization that brings together leaders of the nation’s top real estate firms to address key national policy issues relating to real estate; the Chair of the Executive Committee and immediate past Chair of the Board of Directors of The Economic Club of Chicago, whose mission is to foster meaningful connections among the city’s leaders on important economic and social issues; a member of the Business Council, a private association of chief executive officers; serves on the Boards of Trustees for the University of Chicago and the Chicago Symphony Orchestra; and was appointed by Mayor Rahm Emanuel to successive terms on the Board of the Chicago Infrastructure Trust (2015 to 2019). Prior to joining Ventas, Ms. Cafaro was President and a director of an NYSE-listed multi-family REIT, a practicing lawyer for 13 years and a judicial clerk for the Hon. J. Dickson Phillips, U.S. Court of Appeals for the Fourth Circuit. Ms. Cafaro earned her B.A. magna cum laude from the University of Notre Dame and her J.D. cum laude from the University of Chicago Law School, where she was named its 2011 Distinguished Alumna.   Widely acclaimed for her strategic vision and enduring business success, Ms. Cafaro has received multiple professional recognitions including being named in Harvard Business Review’s The CEO 100 for six consecutive years—one of only 14 global CEOs to have attained this honor—and as one of Modern Healthcare’s 100 Most Influential People in Healthcare six times. To honor her contributions to her industries, Ms. Cafaro received the Industry Leadership Award from the National Association of Real Estate Investment Trusts (Nareit), where she previously served as Chair, and, in 2019, she was inducted into the ASHA (American Seniors Housing Association) Senior Living Hall of Fame. Ms. Cafaro is also a Member of the American Academy of Arts & Sciences, an honorary society, and an owner and member of the Management Committee of the NHL Pittsburgh Penguins, back-to-back Stanley Cup Champions in 2016 and 2017.
Robert F. Probst, 54   Executive Vice President and Chief Financial Officer			Mr. Probst has been our Executive Vice President and Chief Financial Officer since October 2014. As a member of the Ventas executive leadership team, Mr. Probst plays a key role in all aspects of finance, accounting, IT, tax, strategy and investor relations. Prior to joining Ventas, Mr. Probst served as Senior Vice President and Chief Financial Officer of Beam Inc., a global spirits distributor, from its inception as a standalone publicly traded spirits company in October 2011 to its sale to Suntory Holdings Limited in May 2014. Mr. Probst also previously served as Vice President of Finance, Strategy and M&A for the Medication Delivery business division at Baxter International, Inc., a multinational healthcare company, and he spent eight years with UK-based Diageo PLC, a British multinational beverage alcohol company, most recently as its Chief Financial Officer, Global Supply. His early career in finance began with roles at The Pillsbury Company, a flour miller and food products manufacturer, and as a Commercial Lending Officer with The Northern Trust Bank, a financial services company.   In addition to his work for Ventas, Mr. Probst is a member of The Economic Club of Chicago and he serves on the board of the Chicago Botanic Garden. In 2018, he was named the Chicago Public Company CFO of the Year by the Chicago Chapter of Financial Executives International (FEI), and, in 2019, he was named FEI’s Public Company Financial Executive of the year, a national award. Mr. Probst earned his B.A. degree with honors in Economics from Duke University and received his M.B.A. degree with highest honors in Finance and Accounting from The University of Chicago Booth School of Business.

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Peter J. Bulgarelli, 63   Executive Vice President, Office, Ventas, Inc. President and CEO, Lillibridge Healthcare Services, Inc.			Mr. Bulgarelli is the Executive Vice President, Office of Ventas, Inc. and the President and Chief Executive Officer of Lillibridge Healthcare Services, Inc. (“LHS”), a fully integrated medical office building operating company and wholly owned subsidiary of Ventas. As a member of the Ventas executive leadership team, Mr. Bulgarelli is responsible for Ventas’s growing integrated Office platform which combines the LHS MOB and university-based life science and research and innovation center portfolios, as well as its healthcare asset management team. Mr. Bulgarelli joined Ventas in April 2018 following a successful 28-year career at Jones Lang LaSalle, a global professional services firm specializing in real estate, where he most recently led their industry-focused businesses including life sciences, higher education and academic medical centers.   Mr. Bulgarelli serves on the Board of Directors of PMB Real Estate Services, LLC, a real estate service firm, and Ardent Health Services, a hospital and healthcare company, and he was the Illinois Board Chair for the American Diabetes Association. Mr. Bulgarelli earned his B.S. in civil engineering from the University of Illinois and received his M.B.A. from Northwestern University’s Kellogg Graduate School of Business.
John D. Cobb, 50   Executive Vice President and Chief Investment Officer			Mr. Cobb has been our Executive Vice President and Chief Investment Officer since March 2013; he previously served as our Senior Vice President and Chief Investment Officer beginning in 2010. As a member of the Ventas executive leadership team, Mr. Cobb is responsible for Ventas’s extensive acquisition, disposition and investment strategy across multiple healthcare sectors including senior housing, life science & innovation centers, medical office buildings and hospitals. Prior to joining Ventas, Mr. Cobb served as President and Chief Executive Officer at Senior Lifestyle Corporation, an owner, operator and developer of senior living communities. He spent much of his formative career at General Electric (GE) in roles of increasing responsibility, most recently serving as Senior Managing Director of GE Healthcare Financial Services.   In addition to his work at Ventas, Mr. Cobb serves as a member of the Executive Board of the American Seniors Housing Association (ASHA), the premier source for research, conferences and advocacy for senior housing and on the Board of the Geneva Lake Conservancy, a not-for-profit organization dedicated to the preservation of open space, ecology and history. Mr. Cobb earned his B.A. degree in Finance from Lehigh University.

J. Justin Hutchens, 47   Executive Vice President, Senior Housing

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

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) summarizes our executive compensation philosophy, objectives and programs, the compensation decisions made under those programs and the factors considered by our Compensation Committee in making those decisions. The CD&A focuses on the compensation of our Named Executive Officers:

(1)    Lillibridge Healthcare Services, Inc. is a wholly owned subsidiary of the Company.

Company Overview

Ventas, Inc., an S&P 500 company, operates at the intersection of two powerful and dynamic industries – healthcare and real estate. As one of the world’s foremost REITs, we use the power of capital and our team’s expertise to unlock the value of real estate, partnering with leading care providers, developers, research and medical institutions, innovators and healthcare organizations.

We hold a highly diversified portfolio of senior housing communities, medical office buildings (“MOBs”), life science, research and innovation (“R&I”) centers, hospitals and other healthcare facilities located throughout the United States, Canada and the United Kingdom. As of December 31, 2021, we owned or had investments in approximately 1,200 properties.

For more than 20 years, Ventas has followed a successful, enduring strategy. Working with industry-leading tenants, operators and partners and supported by a collaborative and experienced team, we are focused on owning a high-quality diverse portfolio of properties unified by strong growing demand from an aging demographic to produce consistent, growing cash flows and superior returns on a strong balance sheet for the benefit of our stockholders.

Executive Summary

Our executive pay program aligns with long-term stockholder value creation. More than 90% of our CEO compensation and more than 80% of the compensation for our other Named Executive Officers is variable and at risk, tied to our stock price performance or subject to achievement of pre-set rigorous performance targets that are important to the creation of value for our stockholders.

We delivered strong results and continued to advance our strategic growth initiatives in 2021, despite significant continued challenges from the COVID-19 pandemic. The COVID-19 pandemic and its extended consequences continued to have a significant impact on our business in 2021. A substantial portion of our business is in senior housing, an industry that has been particularly devastated by the pandemic, including throughout this past year. As a result, our revenues and NOI remained materially below pre-pandemic levels in 2021. Nonetheless, with a relentless focus on execution, we positioned our business to capture the upside in the expected multi-year senior housing recovery, delivered strong organic growth in our Office and healthcare triple-net businesses and enhanced the Company’s portfolio and financial strength. We also extended our long track record of value-creating external growth with $3.7 billion in new investments focused on our strategic priorities of senior housing and life science.

Our 2021 annual incentive program was comprised of two performance periods to support an agile response to the pandemic. At the start of 2021, the volatile market and operating environment made it challenging to forecast reliable financial performance targets or establish other performance objectives for the full year. Instead, we established metrics for two six-month performance periods that reflected key operational, strategic and financial priorities designed to enhance our ability to effectively manage our business through a volatile period and position the Company for a post-pandemic recovery.

The Compensation Committee applied negative discretion to reduce annual incentive payouts for fiscal 2021 to more closely align with stockholder experience. The Compensation Committee applied discretion to lower annual incentive program payouts for Ms. Cafaro, Mr. Probst and Mr. Cobb. As a result, Ms. Cafaro and Mr. Cobb received annual incentive payouts that were below target while Mr. Probst’s payout was slightly above target.

Long-term performance shares for the 2019-2021 performance period were forfeited. Based on the Company’s total stockholder return and financial performance for the three-year period ending December 31, 2021, which included two years of the COVID-19 pandemic, all performance shares for the 2019-2021 performance period have been forfeited. These performance shares were valued at $5.7 million for Ms. Cafaro, $1.6 million for each of Mr. Probst and Mr. Cobb and $0.7 million for Mr. Bulgarelli when they were awarded in February 2019.

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Realized compensation for the last three years, including fiscal 2021, was significantly below total compensation reported in the 2021 Summary Compensation Table. Consistent with our long-term stockholder returns, pRSUs for the 2017-2019 and 2018-2020 performance periods granted to our CEO and other NEOs paid out at 49%-59% and 36%-39% of target respectively and pRSUs for the 2019-2021 performance period were forfeited in full.

In January 2021, the Compensation Committee approved one-time equity retention awards for certain key employees and NEOs, other than the CEO, to retain a cohesive and motivated team to rebuild the Company’s business during a critical period of the pandemic. In making these awards, the Compensation Committee considered the continued profound impact of the COVID-19 pandemic on our business and the broader industry, the need to retain specialized expertise in senior housing and healthcare real estate, costs associated with replacing critical employees, and incentivizing a continued focus on strong risk management. The CEO was not eligible for and did not participate in the program.

We maintain regular and ongoing dialogue with our stockholders and take affirmative steps to respond to their perspectives. As part of our year-round stockholder engagement, we invited our top 50 stockholders, representing approximately 70% of our outstanding shares, to meet with us during the spring and fall of 2021. We ultimately met with 11 different stockholders, representing approximately 23% of our outstanding shares.

In response to stockholder feedback, the Compensation Committee reduced the 2022 target compensation for Ms. Cafaro by $2 million (14%), and for each of Messrs. Probst and Cobb by $0.4 million (8%), from their 2021 target compensation, with the agreement and support of the executives affected. We have also included more detailed information regarding how executives’ individual performance was assessed under the 2021 annual incentive compensation plan and a detailed overview of the incentive program design evolution in this year’s proxy statement. See “—Procedures for Determining Compensation—Stockholder Input” below.

For 2022, the annual incentive program is returning to predominantly financial performance metrics. Due to the continued market volatility, our 2022 incentive program will continue to be comprised of two six-month performance periods. The financial performance metrics will represent 60% of the target awards, while individual objectives & performance will represent 40% of the target awards, moving us closer to the 65% / 35% weighting that was in place prior to the pandemic. The metrics in our 2022 long-term incentive program are also more heavily weighted toward TSR-based metrics, consistent with our pre-pandemic practice and with our peer group.

2021 Executive Realized Pay

The compensation realized by our Named Executive Officers in 2021 is consistent with our pay for performance philosophy, with realized pay reflecting the experience of our stockholders. As noted previously:

the performance goals established for our 2019-2021 long-term performance plan were not achieved and, as a result, the Performance Restricted Stock Units (“pRSUs”) granted in 2019 were forfeited in their entirety; and

payouts under the 2021 Annual Cash Incentive Compensation Plan ranged from 94% - 123% of target, reflecting performance against corporate and individual annual metrics and the exercise of negative discretion by the Compensation Committee to reduce annual cash incentive payouts for three of our Named Executive Officers to align with stockholder experience.

As a result, the compensation realized by our Named Executive Officers for 2021 was significantly lower than their 2021 reported compensation, as reflected in the chart below.

As used above,

Realized Pay is the sum of (i) 2021 base salary, (ii) amounts actually paid under the 2021 annual cash incentive awards, (iii) value actually realized on vesting of RSUs that vested during 2021 and (iv) value actually realized on vesting of the 2019-2021 pRSU awards. Mr. Hutchens joined the Company in 2020 and was not a participant in the 2019-2021 pRSU award program. His 2021 realized compensation therefore was not affected by the forfeiture of 2019-2021 pRSU awards but does reflect the value received on vesting of 18,604 RSUs from a “sign-on” equity award granted when Mr. Hutchens joined the Company in 2020.

Reported Pay is the sum of (i) 2021 base salary, (ii) target value of the 2021 annual cash incentive award, (iii) grant date fair value of 2021 RSU awards, including one-time equity retention awards for Messrs. Probst, Bulgarelli, Cobb and Hutchens and (iv) grant date fair value of the 2021-2023 pRSU awards assuming performance at target.

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2021 Performance

The COVID-19 pandemic has had, and is continuing to have, a significant and disproportionate impact on our business and our tenants, operators and partners, many of whom have been on the frontline of responding to the pandemic by providing care to seniors, patients and other vulnerable members of our communities. A substantial portion of our business—representing nearly half of our Annualized Adjusted NOI—is in senior housing, an industry that has been particularly devastated by the COVID-19 pandemic, including the Delta and Omicron variants in 2021. Many other industries and real estate subsectors were able to achieve results above pre-pandemic levels during 2021, some even achieving record results. In 2021, we delivered total annual return to stockholders of approximately 8%, net income attributable to common stockholders of $0.13 per share, FFO of $2.65 per share and Normalized FFO of $2.90 per share. Driven primarily by decreased revenues and increased operating costs in senior housing, our NOI continued to decline in 2021, with our reported SHOP Same-Store NOI declining 21.7% in 2021 on top of a 30.5% decline in 2020.* As a result, our stock underperformed the broader market and REIT indices on a relative basis.

We remain optimistic about the prospects for our enterprise and various business lines, which are driven by demographic demand that continues to grow. As we enter 2022, we believe that rate and revenue will grow for the first time since the onset of the pandemic, which underpins optimism for our business.

Throughout the crisis, our team continued to rise to the challenge, demonstrating resilience, agility and high productivity while holding firm to our core values of integrity, transparency and accountability and our commitment to corporate citizenship. Our ability to remain strong and even achieve significant strategic objectives during the prolonged and continuing impact of COVID-19 shows what a resilient, diverse and focused company we’ve built. As a result, in 2021, we delivered strong results and continued to advance our strategic growth objectives, including by:

Executive Compensation Philosophy

We recognize that effective compensation strategies are critical to recruiting, incentivizing and retaining key employees who contribute to our long-term success and thereby create value for our stockholders. Accordingly, our compensation program is designed to achieve the following primary objectives:

attract, retain and motivate talented executives;

focus executives on accomplishing company and individuals goals that support our strategic objectives;

pay for performance that aligns with the creation of long-term stockholder value;