Independent
Tenure on this board
25.3 yrs
Also a director at
Pinnacle Financial Partners Inc (PNFP)
7 nominees · 3 ballot items.
Stockholders are asked to elect seven directors, approve on a non-binding advisory basis the compensation paid to named executive officers (say-on-pay), and ratify BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Elect seven director nominees to serve until the 2027 annual meeting of stockholders.
An advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory (non-binding) shareholder vote to approve the Company’s executive compensation disclosures (the “say-on-pay” vote). Management frames the program as pay‑for‑performance with substantial at‑risk compensation, linking annual incentives to normalized FAD per share, FAD payout ratio, and leverage, and moving long‑term incentives in 2026 toward a 50/50 split of time‑based restricted stock and performance‑based RSUs tied to relative TSR versus healthcare REIT and broad REIT indices. The Board seeks endorsement to validate its compensation philosophy, which it says aligns executive incentives with stockholder interests through equity ownership guidelines, post‑vesting holding periods, and enhanced performance metrics and peer benchmarking. The filing emphasizes recent program enhancements (e.g., higher equity weighting, elimination of options in favor of PSUs, one‑year post‑vesting holding periods, and TSR hurdles) and points to strong prior say‑on‑pay support as evidence of alignment. Because the vote is advisory, a negative outcome would not invalidate pay arrangements but would trigger Board and Compensation Committee consideration of stockholder feedback and potential program adjustments. The Company highlights that incentive payouts are materially tied to normalized FAD performance and leverage, and discloses target/maximum payouts and recent outcomes, demonstrating the mechanics by which pay tracks performance. In recommending a FOR vote, the Board cites rigorous governance processes, use of an independent compensation consultant, and the Compensation Committee’s ongoing review of peer practices and stockholder feedback. For institutional and sophisticated evaluators, the key considerations are the strength of performance metrics (normalized FAD emphasis), the transition to relative‑TSR PSUs (which can better align long‑term pay with shareholder returns), and the presence of governance safeguards such as post‑vesting holding periods and a clawback policy; potential concerns include the high maximum payout caps and discretionary adjustment authority retained by the Compensation Committee.
Ratify the Audit Committee’s selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.55% | 4,142,216 | $335M |
| 2 | BlackRock, Inc. | 4.40% | 2,132,913 | $172M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.30% | 2,084,620 | $169M |
| 4 | STATE STREET CORP | 4.07% | 1,974,390 | $161M |
| 5 | BlackRock, Inc. | 3.77% | 1,826,856 | $148M |
| 6 | PRINCIPAL FINANCIAL GROUP INC | 3.39% | 1,642,465 | $133M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.35% | 1,141,113 | $92M |
| 8 | PRUDENTIAL FINANCIAL INC | 2.21% | 1,071,005 | $87M |
| 9 | JPMORGAN CHASE CO | 1.92% | 931,134 | $77M |
| 10 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 1.85% | 897,302 | $73M |
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