Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Appointment of Kevin J. Jacobs as Director
On October 22, 2020, the Board of Directors of Omega Healthcare Investors, Inc.
(the "Company") appointed Mr. Kevin J. Jacobs to the Board of Directors, to
serve until the Company's 2021 annual meeting of stockholders (the "2021 Annual
Meeting") and until his successor is elected and qualified.
Mr. Jacobs brings to our Board significant experience managing both private and
public companies in the hospitality and real estate industries, including REITs;
knowledge of financial reporting and other regulatory matters; and significant
capital markets experience. He has served as Chief Financial Officer for Hilton
Worldwide Holdings Inc. since 2013, and in 2020, also began serving concurrently
as its President, Global Development. In these roles, he leads the company's
finance, real estate, development and architecture and construction functions
globally. Mr. Jacobs has held progressive positions at Hilton since joining the
company in 2008, including serving as Treasurer and Senior Vice President,
Corporate Strategy. Prior to Hilton, Mr. Jacobs was Senior Vice President,
Mergers & Acquisitions and Treasurer of Fairmont Raffles Hotels International,
and prior to Fairmont Raffles, Mr. Jacobs spent seven years with Host Hotels &
Resorts, a NYSE-traded lodging REIT. Prior to Host, Mr. Jacobs held various
roles in the Hospitality Consulting practice of PwC and the Hospitality
Valuation Group of Cushman & Wakefield. Mr. Jacobs is a Trustee and member of
the Executive Committee of the Federal City Council, a member of the Board of
Trustees of the Holton-Arms School, where he chairs the Audit Committee, and
serves on the board of directors of Goodwill of Greater Washington. Mr. Jacobs
is a graduate of the Cornell University School of Hotel Administration.
There are no family relationships between Mr. Jacobs and any director or other
executive officer of the Company nor are there any transactions between Mr.
Jacobs or any member of his immediate family and the Company or any of its
subsidiaries that would be reportable as a related party transaction under the
rules of the United States Securities and Exchange Commission (the "SEC").
Further, there is no arrangement or understanding between Mr. Jacobs and any
other persons or entities pursuant to which Mr. Jacobs was appointed as a
director of the Company.
Mr. Jacobs will receive compensation for his services as a director pursuant to
the Company's standard arrangements for non-employee directors described in the
proxy statement for the Company's 2020 annual meeting of stockholders. For the
period from the date of his appointment through the 2021 Annual Meeting, the
annual amounts for non-employee director compensation will be prorated. As a
result, Mr. Jacobs is entitled to receive a prorated portion of the annual stock
grant for directors of $150,000, a prorated portion of the annual director
retainer of $50,000, and if applicable, meeting fees of $1,500 per meeting in
excess of a specified number of meetings, as well as reimbursement of his
reasonable travel expenses incurred in connection with his attendance at Board
and committee meetings.
Appointment of Neal A. Ballew as Senior Vice President - Chief Accounting
Additionally, on October 22, 2020, Neal A. Ballew was appointed as Senior Vice
President - Chief Accounting Officer of the Company, overseeing the accounting
and financial reporting functions of the Company. In such capacity, Mr. Ballew
will serve as the Company's principal accounting officer as defined by the SEC.
Prior to joining the Company, Mr. Ballew spent ten years in the real estate and
hospitality audit practice at Ernst & Young, LLP ("EY"). Most recently, Mr.
Ballew was a senior manager within EY's professional practice group, assisting
audit clients on technical accounting matters. Mr. Ballew earned a B.S. and
Master's in Accounting from the Marriott School of Management at Brigham Young
University. Mr. Ballew is a Certified Public Accountant and member of the
American Institute of Certified Public Accountants.
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