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1: 10-K Annual Report HTML 3.99M
2: EX-4.28 EX-4.28 Description of the Registrants Securities HTML 43K
3: EX-21 EX-21 Subsidiaries of Ventas, Inc. HTML 1.22M
4: EX-22 EX-22 Guarantor and Issuer Listing HTML 38K
5: EX-23 EX-23 Consent of Kpmg LLP. HTML 36K
10: EX-97 EX-97 Ventas, Inc. Amended and Restated Policy for HTML 61K Recoupment of Incentive Comp
6: EX-31.1 EX-31.1 Section 302 CEO Certification HTML 38K
7: EX-31.2 EX-31.2 Section 302 CFO Certification HTML 38K
8: EX-32.1 EX-32.1 Section 906 CEO Certification HTML 35K
9: EX-32.2 EX-32.2 Section 906 CFO Certification HTML 35K
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Depreciation
44: R29 Schedule Iv Mortgage Loans on Real Estate HTML 72K
45: R30 Insider Trading Arrangements HTML 40K
46: R31 Accounting Policies (Policies) HTML 192K
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64: R49 DESCRIPTION OF BUSINESS - Schedule of reportable HTML 60K
business segments and non-segment assets (Details)
65: R50 ACCOUNTING POLICIES - Schedule of VIEs (Details) HTML 64K
66: R51 ACCOUNTING POLICIES - Redeemable OP Unitholder and HTML 56K
Noncontrolling Interests (Details)
67: R52 ACCOUNTING POLICIES - Accounting for Historic and HTML 44K
New Markets Tax Credits (Details)
68: R53 ACCOUNTING POLICIES - Accounting for Real Estate HTML 38K
Acquisitions (Details)
69: R54 ACCOUNTING POLICIES - Deferred Financing Costs HTML 37K
(Details)
70: R55 ACCOUNTING POLICIES - Fair Value of Financial HTML 44K
Instruments (Details)
71: R56 ACCOUNTING POLICIES - Revenue Recognition HTML 36K
(Details)
72: R57 ACCOUNTING POLICIES - Segments (Details) HTML 36K
73: R58 ACCOUNTING POLICIES - Government Assistance HTML 37K
(Details)
74: R59 CONCENTRATION OF CREDIT RISK - Narrative (Details) HTML 117K
75: R60 CONCENTRATION OF CREDIT RISK - Triple-Net Leased HTML 53K
Properties (Details)
76: R61 CONCENTRATION OF CREDIT RISK - Minimum Rents HTML 64K
(Details)
77: R62 CONCENTRATION OF CREDIT RISK - Kindred Lease HTML 50K
(Details)
78: R63 CONCENTRATION OF CREDIT RISK - Brookdale HTML 44K
Transactions (Details)
79: R64 CONCENTRATION OF CREDIT RISK - Senior Housing HTML 53K
Operating Portfolio (Details)
80: R65 ACQUISITION OF REAL ESTATE PROPERTY - 2022 HTML 46K
Acquisitions (Details)
81: R66 ACQUISITION OF REAL ESTATE PROPERTY - 2021 HTML 58K
Acquisitions (Details)
82: R67 ACQUISITION OF REAL ESTATE PROPERTY - 2024 HTML 40K
Acquisitions (Details)
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Activity (Details)
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86: R71 DISPOSITIONS AND IMPAIRMENTS - Assets Held For HTML 63K
Sale and Impairment (Details)
87: R72 LOANS RECEIVABLE AND INVESTMENTS - Narrative HTML 36K
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88: R73 LOANS RECEIVABLE AND INVESTMENTS - Schedule of HTML 82K
Loans Receivable and Investments (Details)
89: R74 LOANS RECEIVABLE AND INVESTMENTS - 2022 Activity HTML 55K
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90: R75 LOANS RECEIVABLE AND INVESTMENTS - 2023 Activity HTML 41K
(Details)
91: R76 INVESTMENT IN UNCONSOLIDATED ENTITIES - Schedule HTML 60K
of Investments in Unconsolidated Subsidiaries
(Details)
92: R77 INVESTMENT IN UNCONSOLIDATED ENTITIES - Narrative HTML 79K
(Details)
93: R78 INVESTMENT IN UNCONSOLIDATED ENTITIES - Schedule HTML 93K
of Combined Summarized Balance Sheets of
Unconsolidated Entities (Details)
94: R79 INVESTMENT IN UNCONSOLIDATED ENTITIES - Schedule HTML 63K
of Combined Summarized Statement of Income of
Unconsolidated Entities (Details)
95: R80 INTANGIBLES - Summary of Intangibles (Details) HTML 87K
96: R81 INTANGIBLES - Goodwill (Details) HTML 44K
97: R82 Other Assets (Details) HTML 57K
98: R83 SENIOR NOTES PAYABLE AND OTHER DEBT - Summary of HTML 151K
Senior Notes Payable and Other Debt (Details)
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Facilities and Unsecured Term Loans (Details)
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101: R86 SENIOR NOTES PAYABLE AND OTHER DEBT - Mortgages HTML 109K
(Details)
102: R87 SENIOR NOTES PAYABLE AND OTHER DEBT - Scheduled HTML 66K
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103: R88 SENIOR NOTES PAYABLE AND OTHER DEBT - Derivatives HTML 67K
and Hedging (Details)
104: R89 FAIR VALUE OF FINANCIAL INSTRUMENTS - Narrative HTML 57K
(Details)
105: R90 FAIR VALUE OF FINANCIAL INSTRUMENTS - Schedule of HTML 108K
carrying amounts and fair values of our financial
instruments either recorded or disclosed on a
recurring basis (Details)
106: R91 Long-Term Compensation (Details) HTML 194K
107: R92 INCOME TAXES - Tax Treatment of Distributions and HTML 75K
Consolidated Benefit for Income Taxes (Details)
108: R93 INCOME TAXES - Narrative (Details) HTML 73K
109: R94 INCOME TAXES - Reconciliation of Income Taxes HTML 54K
(Details)
110: R95 INCOME TAXES - Tax Effects of Temporary HTML 46K
Differences and Carryforwards Included in Net
Deferred Tax Liabilities (Details)
111: R96 INCOME TAXES - Unrecognized Tax Benefits (Details) HTML 41K
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114: R99 PERMANENT AND TEMPORARY EQUITY - Narrative HTML 66K
(Details)
115: R100 PERMANENT AND TEMPORARY EQUITY - Accumulated Other HTML 45K
Comprehensive Loss (Details)
116: R101 PERMANENT AND TEMPORARY EQUITY - Redeemable OP HTML 55K
Unitholder and Noncontrolling Interest (Details)
117: R102 Related Party Transactions (Details) HTML 123K
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(Details)
120: R105 SEGMENT INFORMATION - Assets (Details) HTML 55K
121: R106 SEGMENT INFORMATION - Capital Expenditures HTML 45K
(Details)
122: R107 SEGMENT INFORMATION - Geographic Information HTML 55K
(Details)
123: R108 SCHEDULE III REAL ESTATE AND ACCUMULATED HTML 64K
DEPRECIATION - Rollforward (Details)
124: R109 SCHEDULE III REAL ESTATE AND ACCUMULATED HTML 394K
DEPRECIATION - Properties (Details)
125: R110 SCHEDULE IV MORTGAGE LOANS ON REAL ESTATE - Loans HTML 66K
(Details)
126: R111 SCHEDULE IV MORTGAGE LOANS ON REAL ESTATE - HTML 54K
Mortgage Loan Reconciliation (Details)
128: XML IDEA XML File -- Filing Summary XML 237K
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127: EXCEL IDEA Workbook of Financial Report Info XLSX 317K
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‘EX-97’ — EX-97 Ventas, Inc. Amended and Restated Policy for Recoupment of Incentive Comp
This Amended and Restated Policy for Recoupment of Incentive Compensation (“Policy”) has been adopted by the Compensation Committee of the Board of Directors (the “Board”) of Ventas Inc. (the “Company”)
on October 12, 2023 with effect on December 1, 2023. This Policy provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under U.S. federal securities laws in accordance with the terms and conditions set forth herein. This Policy is intended to comply with the requirements of Section 10D of the Exchange Act (as defined below) and Section 303A.14 of the NYSE Listed Company Manual (the “Listing Rule”).
1.Definitions. For the purposes of this Policy, the following terms shall have the meanings set forth below.
(a)“Committee”
means the compensation committee of the Board or any successor committee thereof.
(b)“Covered Compensation” means any Incentive-based Compensation “received” by a Covered Executive during the applicable Recoupment Period; provided that:
(i) such Incentive-based Compensation was received by such Covered Executive (A) on or after the Effective Date, (B) after he or she commenced service as an Executive Officer and (C) while the Company had a class of securities publicly listed on a United States national securities exchange; and
(ii) such Covered Executive
served as an Executive Officer at any time during the performance period applicable to such Incentive-based Compensation.
For purposes of this Policy, Incentive-based Compensation is “received” by a Covered Executive during the fiscal period in which the Financial Reporting Measure applicable to such Incentive-based Compensation (or portion thereof) is attained, even if the payment or grant of such Incentive-based Compensation is made thereafter.
(c)“Covered Executive” means any current or former Executive Officer.
(e)“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
(f)“Executive Officer” means, with respect to the Company, (i) its president, (ii) its principal financial officer, (iii) its principal accounting officer (or if there is no such accounting officer, its controller), (iv) any vice-president in charge of a principal business unit, division or function (such as sales, administration or finance), (v) any other officer who performs a policy-making function for the Company
(including any officer of the Company’s parent(s) or subsidiaries if they perform policy-making functions for the Company) and (vi) any other person who performs similar policy-making functions for the Company. Policy-making function is not intended to include policy-making functions that are not significant. The determination as to an individual’s status as an Executive Officer shall be made by the Committee and such determination shall be final, conclusive and binding on such individual and all other interested persons.
(g)“Financial
Reporting Measure” means any (i) measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, (ii) stock price measure or (iii) total shareholder return measure (and any measures that are derived wholly or in part from any measure referenced in clause (i), (ii) or (iii) above). For the avoidance of doubt, any such measure does not need to be presented within the Company’s financial statements or included in a filing with the U.S. Securities and Exchange Commission to constitute a Financial Reporting Measure.
(h)“Financial Restatement” means a restatement of the
Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under U.S. federal securities laws that is required in order to correct:
(i) an error in previously issued financial statements that is material to the previously issued financial statements; or
(ii) an error that would result in a material misstatement if the error were (A) corrected in the current period or (B) left uncorrected in the current period.
For purposes of this Policy, a Financial Restatement shall not be deemed to occur in the
event of a revision of the Company’s financial statements due to an out-of-period adjustment (i.e., when the error is immaterial to the previously issued financial statements and the correction of the error is also immaterial to the current period) or a retrospective (1) application of a change in accounting principles; (2) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (3) reclassification due to a discontinued operation; (4) application of a change in reporting entity, such as from a reorganization of entities under common control; or (5) revision for stock splits, reverse stock splits, stock dividends or other changes in capital structure.
(i)“Incentive-based
Compensation” means any compensation (including, for the avoidance of doubt, any cash or equity or equity-based compensation, whether deferred or current) that is granted, earned and/or vested based wholly or in part upon the achievement of a Financial Reporting Measure. For purposes of this Policy, “Incentive-based Compensation” shall also be deemed to include any amounts which were determined based on (or were otherwise calculated by reference to) Incentive-based Compensation (including, without limitation, any amounts under any long-term disability, life insurance or supplemental retirement or severance plan or agreement or any notional account that is based on Incentive-based Compensation, as well as any earnings accrued thereon).
(j)“NYSE” means the New York Stock Exchange, or any successor thereof.
(k)“Recoupment
Period” means the three fiscal years completed immediately preceding the date of any applicable Recoupment Trigger Date. Notwithstanding the foregoing, the Recoupment Period additionally includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years, provided that a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine (9) to twelve (12) months would be deemed a completed fiscal year.
(l)“Recoupment Trigger Date” means the earlier of (i) the date that the Board (or a committee
thereof or the officer(s) of the Company authorized to take such action if Board action is not required) concludes, or reasonably should have concluded, that the Company is required to prepare a Financial Restatement, and (ii) the date on which a court, regulator or other legally authorized body directs the Company to prepare a Financial Restatement.
2.Recoupment of Erroneously Awarded Compensation.
(a)In the event of a Financial Restatement, if the amount of any Covered Compensation received
by a Covered Executive (the “Awarded Compensation”) exceeds the amount of such Covered Compensation that would have otherwise been received by such Covered Executive if calculated based on the Financial Restatement (the “Adjusted Compensation”), the Company shall reasonably promptly recover from such Covered Executive an amount equal to the excess of the Awarded Compensation over the Adjusted Compensation, each calculated on a pre-tax basis (such excess amount, the “Erroneously Awarded Compensation”).
(b) If (i) the Financial Reporting Measure applicable to the relevant Covered Compensation is stock price or total shareholder return (or any measure derived wholly or in part from
either of such measures) and (ii) the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the Financial Restatement, then the amount of Erroneously Awarded Compensation shall be determined (on a pre-tax basis) based on the Company’s reasonable estimate of the effect of the Financial Restatement on the Company’s stock price or total shareholder return (or the derivative measure thereof) upon which such Covered Compensation was received.
(c)For the avoidance of doubt, the Company’s obligation to recover Erroneously Awarded Compensation is not dependent on (i) if or when the restated
financial statements are filed; or (ii) any fault of any Covered Executive for the accounting errors or other actions leading to a Financial Restatement.
(d)Notwithstanding anything to the contrary in Sections 2(a) through (c) hereof, the Company shall not be required to recover any Erroneously Awarded Compensation if both (x) the conditions set forth in either of the following clauses (i) or (ii) are satisfied and (y) the Committee (or a majority of the independent directors serving on the Board) has determined that recovery of the Erroneously Awarded Compensation would be impracticable:
(i)the direct expense paid to a third party to assist in enforcing the recovery
of the Erroneously Awarded Compensation under this Policy would exceed the amount of such Erroneously
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Awarded Compensation to be recovered; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation pursuant to this Section 2(d), the Company shall have first made a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to make such recovery and provide that documentation to the NYSE; or
(ii)recovery
of the Erroneously Awarded Compensation would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Sections 401(a)(13) or 411(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
(e)The Company shall not indemnify any Covered Executive, directly or indirectly, for any losses that such Covered Executive may incur in connection with the recovery of Erroneously Awarded Compensation pursuant to this Policy, including through the payment of insurance premiums or gross-up payments.
(f)The
Committee shall determine, in its sole discretion, the manner and timing in which any Erroneously Awarded Compensation shall be recovered from a Covered Executive in accordance with applicable law, including, without limitation, by (i) requiring reimbursement of Covered Compensation previously paid in cash; (ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity or equity-based awards; (iii) offsetting the Erroneously Awarded Compensation amount from any compensation otherwise owed by the Company or any of its affiliates to the Covered Executive; (iv) cancelling outstanding vested or unvested equity or equity-based awards; and/or (v) taking any other remedial and recovery action permitted by applicable law. For the avoidance of doubt, except as set forth in Section 2(d), in no event may the
Company accept an amount that is less than the amount of Erroneously Awarded Compensation; provided that, to the extent necessary to avoid any adverse tax consequences to the Covered Executive pursuant to Section 409A of the Code, any offsets against amounts under any nonqualified deferred compensation plans (as defined under Section 409A of the Code) shall be made in compliance with Section 409A of the Code.
3.Administration. This Policy shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon the Company and the Covered Executives, their beneficiaries, heirs, executors, administrators and any other legal representative. The Committee shall have full power and authority to (i) administer and interpret
this Policy; (ii) correct any defect, supply any omission and reconcile any inconsistency in this Policy; and (iii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of this Policy and to comply with applicable law (including Section 10D of the Exchange Act) and applicable stock market or exchange rules and regulations. Notwithstanding anything to the contrary contained herein, to the extent permitted by Section 10D of the Exchange Act and the Listing Rule, the Board may, in its sole discretion, at any time and from time to time, administer this Policy in the same manner as the Committee.
4.Amendment/Termination. Subject to Section 10D of the Exchange Act and the Listing Rule, this Policy may be amended or terminated by the
Committee at any time. To the extent that any applicable law, or stock market or exchange rules or regulations require recovery of Erroneously Awarded Compensation in circumstances in addition to those specified herein, nothing in this Policy shall be deemed to limit or restrict the right or obligation of the Company to recover Erroneously Awarded Compensation to the fullest extent required by such applicable law, stock market or exchange rules and regulations. Unless otherwise required by applicable law, this Policy shall no longer be effective from and after the date that the Company no longer has a class of securities publicly listed on a United States national securities exchange.
5.Interpretation.
Notwithstanding anything to the contrary herein, this Policy is intended to comply with the requirements of Section 10D of the Exchange Act and the Listing Rule (and any applicable regulations, administrative interpretations or stock market or exchange rules and regulations adopted in connection therewith). The provisions of this Policy shall be interpreted in a manner that satisfies such requirements and this Policy shall be operated accordingly. If any provision of this Policy would otherwise frustrate or conflict with this intent, the provision shall be interpreted and deemed amended so as to avoid such conflict.
6.Other Compensation Clawback/Recoupment Rights. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies, rights or requirements with respect to the clawback or recoupment of
any compensation that may be available to the Company pursuant to the terms of any other recoupment or clawback policy of the Company (or any of its affiliates) that may be in effect from time to time, any provisions in any employment agreement, offer letter, equity plan, equity award agreement or similar plan or agreement, and any other legal remedies available to the Company, as well as applicable law, stock market or exchange rules, listing standards or regulations; provided, however, that any amounts recouped or clawed back under any other policy that would be recoupable under this Policy shall count toward any required clawback
or recoupment under this Policy and vice versa.
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7. Exempt Compensation. Notwithstanding anything to the contrary herein, the Company has no obligation under this Policy to seek recoupment of amounts paid to a Covered Executive which are granted, vested or earned based solely upon the occurrence or non-occurrence of nonfinancial events. Such exempt compensation includes, without limitation, base salary, time-vesting awards, compensation awarded on the basis of the achievement of metrics that are not Financial
Reporting Measures or compensation awarded solely at the discretion of the Committee or the Board, provided that such amounts are in no way contingent on, and were not in any way granted on the basis of, the achievement of any Financial Reporting Measure performance goal.
8.Miscellaneous.
(a)Any applicable award agreement or other document setting forth the terms and conditions of any compensation covered by this Policy shall be deemed to include the restrictions imposed herein and incorporate this Policy by reference and, in the event of any inconsistency, the terms of this Policy will govern. For the avoidance of doubt, this Policy applies to all compensation that is received on or
after the Effective Date, regardless of the date on which the award agreement or other document setting forth the terms and conditions of the Covered Executive’s compensation became effective, including, without limitation, compensation received under the Ventas, Inc. 2012 Incentive Plan or the Ventas, Inc. 2022 Incentive Plan, and any successor plan to each of the foregoing.
(b)This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
(c)All issues concerning the construction, validity, enforcement and interpretation of this Policy and all related documents, including, without limitation, any employment agreement, offer letter, equity award
agreement or similar agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
(d)The Covered Executives, their beneficiaries, heirs, executors, administrators and any other legal representative and the Company shall initially attempt to resolve all claims, disputes or controversies arising under, out of or in connection with this Policy by conducting good faith negotiations amongst themselves. To ensure the timely and economical resolution of disputes that arise in connection with this Policy, any and all disputes,
claims or causes of action arising from or relating to the enforcement, performance or interpretation of this Policy shall be resolved to the fullest extent permitted by law by final, binding and confidential arbitration, by a single arbitrator, in Chicago, Illinois, conducted by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) under the applicable JAMS rules. To the fullest extent permitted by law, the Covered Executives, their beneficiaries, heirs, executors, administrators and any other legal representative and the Company, shall waive (and shall hereby be deemed to have waived) (1) the right to resolve any such dispute through a trial by jury or judge or administrative proceeding; and (2) any objection to arbitration taking place in Chicago, Illinois. The arbitrator shall: (i) have the authority to compel adequate discovery
for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (ii) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that any party would be entitled to seek in a court of law. Any such award rendered shall be enforceable by any court having jurisdiction and, to the fullest extent permitted by law, the Covered Executives, their beneficiaries, heirs, executors, administrators and any other legal representative and the Company shall waive (and shall hereby be deemed to have waived) the right to resolve any such dispute regarding enforcement of such award through a trial by jury.
(e)If any provision of this Policy is determined to be
unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted by applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
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Dates Referenced Herein and Documents Incorporated by Reference
