Item 8.01. Other Events.
2022 Executive Compensation Arrangements
Ventas, Inc. (the "Company" or "Ventas") today announced revisions to
compensation arrangements with certain of its executives effective January 1,
2022 and other information. Consistent with the Company's long-standing
compensation philosophy, the revised compensation plans are designed to support
the Company's goal of delivering 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.
These revisions were a result of a thorough review that commenced in July 2021
led by the Compensation Committee of the Company's Board of Directors (the
"Board"), with input from the independent compensation consultant to the
Compensation Committee, that considered, among other factors, stockholder
perspectives.
Effective January 1, 2022, the Company's Board and the Compensation Committee of
the Board have, with the agreement and support of the Company's Chairman and
CEO, Debra A. Cafaro, reduced the value of Ms. Cafaro's 2022 compensation
opportunity at target by $2 million or 14%, effectuated through a 19% reduction
in her long-term incentive award opportunity. The adjustment also
proportionately reduced Ms. Cafaro's maximum and threshold long-term
compensation opportunities for 2022, equating in the case of the maximum
opportunity to a $3.3 million or 14% reduction in her total compensation
opportunity.
In addition, the Compensation Committee of the Board reduced the value of the
2022 total direct compensation opportunity at target for Executive Vice
President and Chief Financial Officer, Robert F. Probst, and Executive Vice
President and Chief Investment Officer, John D. Cobb, with their agreement and
support, by $0.4 million or 8% of their regular annual compensation structure,
effectuated through a 13% reduction in their regular annual long-term incentive
award opportunities. Their maximum and threshold long-term compensation
opportunities for 2022 were also proportionately reduced.
Consistent with the Company's prior practice, the 2022 performance shares will
continue to represent 70% of Ms. Cafaro's and 60% of Mr. Probst's and Mr. Cobb's
2022 long-term incentive opportunities. The 2022 long-term incentive awards were
granted on January 4, 2022.
The 2022 base salaries and annual incentive opportunities for Ms. Cafaro,
Mr. Probst and Mr. Cobb remain unchanged from 2021 levels. Ms. Cafaro's base
salary has not changed since 2015.
2021 Long-Term Incentive Program Payout Aligned with Shareholder Returns
With a substantial portion of the Company's executive compensation opportunities
at risk and performance based, outcomes of fiscal 2021 underscore alignment of
the Company's executive compensation program with the stockholder experience.
Based on the Company's total stockholder return and financial performance for
the 3-year period ending December 31, 2021, which included two years of the
COVID-19 pandemic, all performance shares that were awarded to Ms. Cafaro,
Mr. Probst and Mr. Cobb in 2019 have been forfeited. These performance shares
were valued at $5.7 million for Ms. Cafaro and $1.6 million for each of
Mr. Probst and Mr. Cobb when they were awarded in February 2019.
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