Not independent
Tenure on this board
5.7 yrs
Also a director at
Public Storage (PSA)
9 nominees · 3 ballot items.
Election of nine directors; Ratification of Ernst & Young LLP as independent auditors; Advisory (non-binding) approval of named executive officers’ compensation (Say-on-Pay).
Elect nine director nominees to hold office until the next annual meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s selection of Ernst & Young LLP as Welltower’s independent registered public accounting firm for the year ending December 31, 2026.
Approve, on a non-binding advisory basis, the compensation paid to the named executive officers as disclosed in the proxy statement, including the 10-Year ECAP.
This advisory proposal asks shareholders to approve the disclosure and overall structure of NEO compensation, including the newly adopted 10-Year Executive Continuity and Alignment Program (10-Year ECAP) that replaces virtually all executive cash and equity compensation from 2026–2035 with LTIP Units tied to robust absolute and relative performance metrics and long-term retention. Management seeks approval to confirm investor support for its compensation philosophy that emphasizes long-term alignment, retention, and pay-for-performance through multi-year performance metrics (5-year performance with 10-year retention), balanced market-cap and relative TSR components, absolute TSR gating, and a stock-price cap to limit dilution. The Compensation Committee undertook an extensive process with independent advisors, conducted shareholder outreach, and concluded the program secures leadership continuity while limiting dilution; the Board recommends a FOR vote because it believes the program aligns executives’ incentives with shareholders, mitigates windfalls via clawbacks and extended hold periods upon voluntary resignation, and responds to investor feedback. However, as an advisory vote it is non-binding, and the Compensation Committee will consider shareholder concerns if significant opposition occurs. The proposal is non-routine and invites shareholders to express views on significant, novel compensation arrangements at a company-leading scale, implicating governance, talent retention, dilution, and long-term performance risks and benefits.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.42% | 45,352,434 | $9.0B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.93% | 41,863,049 | $8.3B |
| 3 | STATE STREET CORP | 5.89% | 41,560,777 | $8.2B |
| 4 | COHEN STEERS, INC. | 5.08% | 35,845,277 | $7.1B |
| 5 | Capital International Investors | 5.07% | 35,817,366 | $7.1B |
| 6 | BlackRock, Inc. | 3.95% | 27,873,606 | $5.5B |
| 7 | BlackRock, Inc. | 3.15% | 22,222,095 | $4.4B |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.19% | 15,481,113 | $3.1B |
| 9 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.08% | 14,678,571 | $2.9B |
| 10 | WELLINGTON MANAGEMENT GROUP LLP | 2.04% | 14,434,703 | $2.9B |
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