Integrity, Transparency and Accountability

Ventas is committed to maintaining best-in-class corporate governance practices and policies that are in the interests of our stockholders. Our objective is that our practices and policies promote fairness and alignment, accountability of management and the Board of Directors, transparency, sound risk management and delivery of consistent, and superior total returns to stockholders.

Rigorous governance and ethics are embedded in our culture and the way we conduct business; it is also borne out by our superior long-term performance, our relationships with our investors, employees and business partners.

We are fully committed to honesty, fairness and integrity in the conduct of our business. It is our policy that employees, officers and directors are required to comply with our thorough Global Code of Ethics and Business Conduct, Human Rights and Political Contribution Expenditure and Activity policies. We also require our partners, suppliers, and vendors, as well as their employees, agents and subcontractors, to embrace this commitment to integrity by complying with the Ventas Vendor Code of Conduct.

As an international company, we have adopted many industry and external best practices, and we must follow the laws of different countries and jurisdictions. If a section of the Ventas policy or code conflicts with applicable local law, then the law takes precedence.

Ventas communicates primarily through SEC reports, press releases, and supplemental disclosures on our website. In addition to complying with the disclosure obligations applicable to public companies, we voluntarily disclose other information that may be of interest, including quarterly supplemental information and recent investor presentations. Our key governance practices established to facilitate effective risk management are described in detail in our Guidelines on Governance.

Our website also provides information about our Board of Directors and its oversight role by reading about our Board members and Board Committee structure, including the charters of the Audit and Compliance, Executive Compensation and Nominating and Corporate Governance committees. Each of the committees exercises oversight related to the risks associated with the particular responsibilities of that committee.

We further promote transparency by inviting stockholders to communicate directly with our Board of Directors by submitting an email to bod@ventasreit.com. You can also contact our Presiding Director or the independent members of our Board as a group by submitting an email to independentbod@ventasreit.com.

All of our employees are required to annually review our key policies, including our Global Anti-Corruption Policy and Global Code of Ethics and Business Conduct which contains anti-corruption guidelines. We also have periodic mandatory employee training focused on anti-corruption guidelines that are appropriate for our business. We encourage anyone (including employees, contractors, tenants and suppliers) to report in good faith any issues or concerns about potential ethical, legal or regulatory violations, including those regarding our internal controls or our accounting or audit practices, by contacting our Compliance Investigator.

In 2019 and year-to-date 2020, we have not granted waivers of any provisions of our Global Code of Ethics and Business Conduct and no material breaches of our Global Code of Ethics and Business Conduct have occurred that would require the filing of a Form 8-K.

For more information, see our Global Code of Ethics and Business Conduct and our Global Anti-Corruption Policy.

Our Board of Directors

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Board Accountability

Our Board is acutely aware of its duty to our stockholders and the critical role it plays in our sustained excellence. Based on their many years of experience, our Board members provide guidance and independent oversight with respect to our financial and operating performance, strategic plans, key corporate policies and decisions, and enterprise risk management.

Strong, independent directors enhance our culture of fairness, and we are held to an exemplary standard of performance. Our independent directors, who comprise nearly 90% (9 out of 10) of the members of our Board, are active and engaged in shaping the direction of our company and overseeing management. Each of our directors has a strong record of attendance at Board and committee meetings and brings a deep knowledge of healthcare, finance and real estate - the core of our business - into the boardroom. Our key Board Committees - Audit, Compensation and Nominating - are comprised entirely of independent directors.

Our Board leadership structure is specifically tailored to the needs of our company and has been instrumental in our sustained long-term performance. James D. Shelton has served as the Presiding Director of our Board since 2016. He has been a member of our Board since 2008 and is a successful, highly experienced and well-respected leader with a proven record of accomplishment in the healthcare industry, with strong skills in hospital administration and finance. Our Presiding Director’s robust duties include but are not limited to:

  • Presiding at all meetings of our Board at which the Chair is not present
  • Serving as liaison between the Chair and the independent directors
  • Approving Board agendas
  • Authority to call meetings of the independent directors

Board Compensation

Cash Compensation

Beginning April 1, 2019, each non-employee director received a retainer of $27,500 for each calendar quarter in which he or she served as a director. The Presiding Director received an additional retainer of $6,250 for each calendar quarter of service. Each member (other than the chair) of the Audit, Compensation and Nominating Committees received a retainer of $5,000, $5,000 and $3,750, respectively, for each calendar quarter of service as a member of such committee. The chair of the Audit, Compensation and Nominating Committees received a retainer of $6,250, $6,250 and $5,000, respectively, for each calendar quarter of service as the chair of such committee.

In addition, each non-employee director received $1,500 for each Board meeting he or she attended in excess of the eighth Board meeting held during the year, $1,500 for each Audit, Compensation or Nominating Committee meeting he or she attended in excess of the sixth such committee meeting held during the year and $1,500 for each Investment or Executive Committee meeting he or she attended during the year (in each case, including telephonic meetings, unless the meeting was 30 minutes or less).

Annual Equity Awards

Beginning at our 2019 Annual Meeting of Stockholders, each non-employee Board member will receive a grant of shares of restricted stock or restricted stock units, at his or her prior election, having an aggregate value equal to $175,000.

Initial Equity Awards

Upon his or her initial election or appointment to the Board, each non-employee Board member receives a pro rata portion of the annual equity award made to the existing non-employee directors during that year.

Stock Ownership by Board Members and Executive Officers

As a group, the Ventas Board of Directors and its six executive officers beneficially owned an aggregate of approximately 4.3 million shares (including all unexercised options), or 1.2 percent of outstanding shares, as of March 20, 2020. See Minimum Stock Ownership Guidelines.

The incentives created by our executive compensation program drive outstanding performance and have contributed to a strong track record of growth, diversification and stockholder value creation.

We encourage stockholders to review the information in our 2020 Proxy Statement for complete details about our compensation program and our commitment to pay-for-performance.

We require our executive officers to own shares of Ventas common stock that have significant value to further align interests with our stockholders. See our Minimum Ownership Guidelines and Proxy Statement for information regarding our executive officers’ equity ownership.

Compensation Philosophy

  • Attract, retain and motivate talented executives
  • Reward performance that meets or exceeds pre-established company and tailored individual goals consistent with our strategic plan, while maintaining alignment with stockholders
  • Provide balanced incentives that discourages excessive risk-taking
  • Retain sufficient flexibility to permit our executive officers to manage risk and adjust appropriately to meet rapidly changing market and business conditions
  • Evaluate performance by balancing consideration of those measures that management can directly and significantly influence with market forces that management cannot control (such as monetary policy and interest rate expectations) but that impact stockholder value
  • Encourage executives to become and remain long-term stockholders of our company (see Minimum Stock Ownership Guidelines)
  • Maintain compensation and corporate governance practices that support our goal of delivering sustained, superior total returns to stockholders

Minimum Stock Ownership Guidelines for Executives

In keeping with its policy of implementing best corporate practices, our Board adopted revised minimum share ownership guidelines for executive officers requiring such officers to maintain a minimum equity investment in Ventas based upon a multiple (ranging from three to six times) of each such officer’s base salary (January 18, 2017). The guidelines provide that executive officers must achieve the minimum equity investment within five years from the date he or she first becomes subject to the guidelines, and until such time, that executive must retain at least 60% of the common stock granted to the executive by us and/or purchased by the executive through the exercise of stock options. Each executive officer’s compliance with the guidelines is reviewed by the Board as of July 1 of each year. All of our executive officers are currently in compliance with the minimum stock ownership guidelines, subject to transition rules.

Minimum Stock Ownership Guidelines for Non-Employee Directors

On December 5, 2011, our Board adopted revised minimum share ownership guidelines for non-employee directors. Under these guidelines, each non-employee director must maintain a minimum number of shares of our common stock with a value not less than five times the current annual cash retainer paid to such director for service on our Board (excluding, among other things, any additional retainer paid for committee membership or chairmanship). Each non-employee director has five years from the date he or she first becomes subject to the guidelines to satisfy the minimum ownership guidelines, and until such time, that director must retain 100% of the common stock or stock units granted to the director as compensation less any shares forfeited by the director to pay taxes under our Share Withholding Program. Compliance with the guidelines is reviewed by the Board as of July 1 of each year. All of our non-employee directors are currently in compliance with the minimum stock ownership guidelines, subject to transition rules.

Codes of Conduct

Ventas is committed to fair and ethical business conduct, consistent with its Global Code of Ethics and Business Conduct and Global Anti-Corruption Policy. The Company requires its partners, suppliers, and vendors, as well as their employees, agents and subcontractors, to embrace this commitment to integrity by complying with the Ventas Vendor Code of Conduct.

Human Rights

Respect for human rights is fundamental at Ventas. We are committed to upholding human dignity and equal opportunity under principles outlined in the United Nation’s Universal Declaration of Human Rights. In addition to our Human Rights Policy, our Global Code of Ethics and Business Conduct and the Vendor Code of Conduct embed the responsibility to respect human rights in all business functions, including our supply chain. Ventas also promotes human rights by encouraging social and environmental progress and better standards of life and freedom for our employees, those of our suppliers, and the communities we serve. Fostering engagement with each of these groups is critical to our continued identification and promotion of human rights.

Political Contribution, Expenditure and Activity

In accordance with our Political Contribution, Expenditure and Activity Policy, Ventas participates in the political process by contributing prudently to state and local candidates and political organizations when such contributions are permitted by state and local law. Direct corporate contributions to federal candidates and national political party committees are prohibited by law. As a result, we do not make such contributions.

In the interest of transparency for our stockholders and other stakeholders, a list of our corporate contributions to state and local political candidates, political parties and initiatives is updated and published annually as below:

Ventas, Inc. Corporate Political Contributions: January – December 2020

Contributions to Political Organizations State Amount
California Business Roundtable Issues PAC California $200,000

Ventas, Inc. Corporate Political Contributions: January – December 2019

Contributions to Political Organizations State Amount
Better Together Chicago [501(c)(4)] Illinois $10,000

Ventas, Inc. Corporate Political Contributions: January – December 2018

Contributions to Political Organizations State Amount
Democratic Governors’ Association Rhode Island $25,000

Ventas, Inc. Corporate Political Contributions: January – December 2017

Contributions to Political Organizations State Amount
Democratic Governors’ Association Rhode Island $25,000

The Company’s political contributions and activities for the period from January 1, 2017 to December 31, 2020 adhere to the Ventas, Inc. Political Contribution, Expenditure and Activity Policy.

The 2020 Annual Meeting of Stockholders of Ventas, Inc. was held on May 18, 2020 at 8AM Central Time in a virtual-only format.

Stockholders may access a recording of the virtual Annual Meeting at www.virtualshareholdermeeting.com/VTR2020

Our 2020 Proxy Statement was issued on April 8, 2020. Current and archived proxy statements are available for download.

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Fairness and Alignment

We have a longstanding commitment to responsible corporate governance and executive compensation practices that are fair to, and create alignment with, our stockholders:

  • DO maintain a majority vote standard and director resignation policy for uncontensted director elections
  • DO hold annual director elections
  • DO permit proxy access
  • DO maintain Audit, Compensation and Nomitating Committees comprised solely of independent directors
  • DO permit stockholders to act by written consent
  • DO hold annual advisory votes on our exectuive compensation to encourage regular feedback from stockholders
  • DO provide executive officers with the opportunity to earn market-competitive compensation through a mix of cash and equitiy compensation, with a strong emphasis on performance-based incentive awards
  • DO align pay and performance by linking a substantial portion of compensation to the achievement of pre-established performance measures that drive stockholder value
  • DO require executive officers and directors to own and retain shares of our common stock that have significant value to further align interests with our stockholders
  • DO enhance executive officer retention with time-based vesting schedules for RSUs and pRSUs earned based on future three-year performance
  • DO enable Board to “claw back” incentive compensation in the event of a financial restatement persuant to recoupment policy
  • DO prohibit new tax gross-up arrangements under anti-tax gross-up policy
  • DO have a robust peer selection process and benchmark executive compensation to target the median of our comparative group of peer companies
  • DO evaluate relative TSR when determining performance under incentive awards to enhance stockholder alignment
  • DO maintain a Compensation Committee comprised solely of independent directors
  • DO engage an independent compensation consultant to advise the Compensation Committee on executive compensation matters
  • DO NOT maintain a stockholder rights plan (“poison pill”)
  • DO NOT maintain a classified Board of Directors
  • DO NOT permit executive officers or directors to engage in derivative or other hedging transactions in our securities
  • DO NOT permit executive officers or directors to pledge or hold our securities in margin accounts without preapproval by the Audit Committee (no executive officer or director did so at any time in 2019)
  • DO NOT base incentive awards on a single performance metric, thereby discouraging unnecessary or excessive risk-tasking
  • DO NOT provide guaranteed minimum payouts or uncapped award opportunities
  • DO NOT have employment agreements with executive officers that provide single-trigger change of control benefits
  • DO NOT provide any excise tax gross-up benefits to any of our Named Executive Officers and do not permit future arrangements under our anti-tax gross-up policy
  • DO NOT provide executive officers with excessive perquisites or personal benefits
  • DO NOT provide executive officers with pension or retirement benefits other than pursuant to a broad-based 401(k) plan and do not provide executive officers with excessive perquisites or other personal benefits
  • DO NOT provide accelerated vesting upon a change of control under the terms of our 2012 Incentive Plan
  • DO NOT permit repricing of underwater stock options or granting of discounted stock options or SARs
  • DO NOT permit liberal share recycling under our 2012 Incentive Plan