UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section

PROXY STATEMENT PURSUANT TO SECTION 14(a) of the Securities
OF THE SECURITIES EXCHANGE ACT OF 1934

Exchange Act of 1934 (Amendment(Amendment No.     )

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Welltower Inc.

 

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PRELIMINARY PROXY SUBJECT TO COMPLETION

 

Kenneth J. Bacon

Chair

April [●], 2022

 

 (2)“I would like
to extend
the deep
appreciation
of the entire
board to Jeff
Donahue for
his 24 years of
service as
Lead
Independent
Director and
Chair of the
Board.”

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Message from
our Chair

 

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LOGO

Proxy 2019 Statement and Notice of Annual Meeting of Shareholders

LOGO

March 22, 2019

DEAR SHAREHOLDERS:Dear Shareholders:

You are cordially invited to attend Welltower’s Annual Meeting of Shareholders, which will be held at 10:00 a.m. Eastern Time on May 2, 2019[●], 2022, in a virtual format, at the offices of Gibson, Dunn & Crutcher LLP, 200 Park Avenue, 46th Floor, New York, New York 10166.www.virtualshareholdermeeting.com/WELL2022. Details regarding admissionaccess to the meeting and the business to be conducted are more fully describedprovided in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement.

The completion of my first full year as Chair of this seasoned and diverse board coincides with the second anniversary of the onset of the COVID global pandemic. It ishas been my distinct pleasurehonor to servework alongside my fellow board members and this extraordinarily talented management team as, Chairmantogether, we not only have navigated through the ongoing challenges posed by COVID but are continuously and innovatively reinventing the role that infrastructure can play in the delivery of the global leader in health care infrastructure. Welltower’s growing collaborationswellness to seniors. With our industry leading seniors housing portfolio, combined with prominent developers, operatorsour nearly 22 million square feet of medical office space and partnerships with leading health systems, continually enhance our dynamic portfolio. The efficient execution of Welltower’s strategy is guided bywe have built the forward-thinking vision of our exceptional management team,world’s largest health and ourbest-in-class health carewellness real estate platform remains a steadfast source of value. Welltower is poised for a future of growth, innovationbased on the belief that health and excellence.wellness can be directly impacted by where seniors live and age.

Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. Information about voting methods is set forthappears in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement. We continue to focus on saving costs and protecting the environment by using the “Notice and Access” method of delivery. Instead of receiving paper copies of our proxy materials in the mail, many shareholders will receive a Notice Regarding the Availability of Proxy Materials, which provides an Internet website address where shareholders can access electronic copies of the proxy materials and vote. This website also has instructions for voting by phone and for requesting paper copies of the proxy materials and proxy card.

In closing, I would like to take this opportunity to extend the deep appreciation of the entire board to Jeff Donahue for his 24 years of service, including serving as Lead Independent Director (May 2019-October 2020), and Chair of the Board (April 2014-May 2019) Jeff has been a valued and steady steward.

On behalf of everyone at Welltower, I thank you for your ongoing interest and investment in Welltower Inc.

Sincerely,

 

Kenneth J. Bacon

Chair of the Board


 

LOGONotice of Virtual
Annual Meeting
of Shareholders

Jeffrey H. Donahue

May [●], 2022
10:00 a.m. Eastern Time


Chairman

LOGO

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF WELLTOWER INC.:

The Annual Meeting of Shareholders of Welltower Inc. (the “Annual Meeting”) will be held on May 2, 2019[●], 2022, at 10:00 a.m. Eastern Time in a virtual format, at the offices of Gibson, Dunn & Crutcher LLP, 200 Park Avenue, 46th Floor, New York, New York 10166,www.virtualshareholdermeeting.com/WELL2022, for the purpose of considering and acting upon:

upon each item described below and transacting any other business that properly comes before the meeting:

 

1.1.

The election of eleven directorsten director nominees named in the Proxy Statement accompanying this notice to hold office until the next Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified;

2.2.The approval of an amendment to the Certificate of Incorporation of Welltower OP Inc. to remove the provision requiring Welltower Inc. shareholders to approve amendments to the Welltower OP Inc. Certificate of Incorporation and other extraordinary transactions involving Welltower OP Inc.;
3.

The ratification of the appointment of Ernst & Young LLP (“EY”) as Welltower’s independent registered public accounting firm for the year ending December 31, 2019;

2022; and

4.3.

The approval, on an advisory basis, of the compensation of our named executive officers; and

4.

The transaction of such other business as may properly come before the meeting or any adjournment thereof.

officers.

 

The Board of Directors of Welltower Inc. unanimously recommends that you vote: (1) “vote FOR” each of the nominees for election tofour proposals we will present at the Board (Proposal 1); (2) “FOR” the ratification of the appointment of EY as independent registered public accounting firm for the year ending December 31, 2019 (Proposal 2); and (3) “FOR” the approval, on an advisory basis, of the compensation of our named executive officers (Proposal 3).Annual Meeting. Shareholders of record at the close of business on March 5, 2019April 4, 2022 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof. Information relating to the matters to be considered and voted on at the Annual Meeting is set forthappears in the Proxy Statement accompanying this notice.

 

HOW TO VOTE IN ADVANCE OF THE VIRTUAL ANNUAL MEETING

LOGO LOGO LOGO LOGO LOGO
BY INTERNETBY PHONEBY MAIL
Visit www.proxyvote.comDial 1-800-690-6903Sign, date and return
your proxy card or voting
instruction form		Scan this QR code to
view digital versions
of Welltower’s Proxy
Statement and
2021 Annual Report
     

BY INTERNET

Visit

www.proxyvote.com

BY PHONE

Please Dial

1-800-690-6903

BY MAIL

Sign, date and return

your proxy card or

voting instruction form

IN PERSON

Vote in person

at the meeting

Scan this QR code to

view digital versions of

Welltower’s Proxy Statement  and 2018 Annual Report

   

 

BY ORDER OF THE BOARD OF DIRECTORS

We have endeavored to provide shareholders attending the Annual Meeting with the same rights and opportunities to participate as they would have at an in-person meeting. You will be able to attend the Annual Meeting online, vote, view the list of registered shareholders, and by visiting www.virtualshareholdermeeting.com/WELL2022. Shareholders of record can access the meeting website using the 16-digit control number included on their proxy card or Notice of Internet Availability of Proxy Materials (the “Notice”). Beneficial owners should review the proxy materials and their voting instruction form or Notice for information on how to vote in advance of, and how to participate in, the Annual Meeting. When accessing our Annual Meeting, please allow ample time for online check-in, which will begin at 9:30 a.m. Eastern Time on May [●], 2022.

 

LOGO

MATTHEW G. MCQUEEN

Senior Vice President - General Counsel

& Corporate Secretary

Toledo, Ohio

March 22, 2019

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD

ON MAY 2, 2019:[●]

, 2022:

The Notice of Internet Availability of Proxy Materials, the Notice of Annual Meeting

of Shareholders and Proxy Statement and Welltower’s Annual Report on

Form10-K for the year ended December 31, 20182021, are available on

the Internet free of charge at www.welltower.com/proxy.

LOGO Table of Contents

Table of Contents

BY ORDER OF THE BOARD OF DIRECTORS

 

Matthew G. Mcqueen

Executive Vice President - General

Counsel & Corporate Secretary

Toledo, Ohio

April [●], 2022

TABLE OF CONTENTS Page 

  

GENERAL INFORMATION

1

Proxy Statement Summary4
2021 Business Highlights4
Human Capital6
Welltower’s Board of Directors7
Corporate Governance Highlights8
Environmental, Social and Governance (ESG) Leadership8
  

PROPOSAL 1-ELECTION OF DIRECTORSCorporate Governance

410

Role of The Board10
Board Functions and Policies

DIRECTOR COMPENSATION13

9

Shareholder Engagement

2018 Director Compensation Table18

9

  

Director Stock Ownership GuidelinesProposal 1 Election of Directors

10

19
Summary of Board Skills and Diversity20
Director Nominees

CORPORATE GOVERNANCE21

11

Director Compensation

Snapshot of Board & Governance Information25

11

Board Leadership Structure

12

Independence and Meetings

12

Audit Committee

13

Compensation Committee

13

Executive Committee

13

Investment Committee

14

Nominating/Corporate Governance Committee

14

Leadership Team

16

Risk Management

16

Succession Planning

16

Corporate Sustainability

17

Compensation Committee Interlocks and Insider Participation

18

  

Communications withProposal 2 Amendment to the BoardCertificate of Incorporation of Welltower OP Inc. to Remove the Provision Requiring Welltower Inc. Shareholders to Approve Amendments to the Welltower OP Inc. Certificate of Incorporation and Other Extraordinary Transactions Involving Welltower OP Inc.

18

27
Proposal Background27
Technical Description of the Reorganization and the Proposal28
Form of the Amendment29
  

EXECUTIVE OFFICERSProposal 3 Ratification of the Appointment of the Independent Registered Public Accounting Firm

1930

Audit Fees30
Pre-Approval Policies and Procedures

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT AND CERTAIN BENEFICIAL OWNERS32

20

Audit Committee Report

Section 16(a) Beneficial Ownership Reporting Compliance32

20

Beneficial Ownership of More Than 5%

20

Beneficial Ownership of Directors and Executive Officers

21

  

Review,Proposal 4 Approval, or Ratificationon an Advisory Basis, of Transactions with Related Personsthe Compensation of the Named Executive Officers

21

PROPOSAL 2-RATIFICATION  OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM33

23

Audit Fees

23

Pre-Approval Policies and Procedures

25

  

AuditExecutive Compensation

34
Compensation Discussion and Analysis34
Executive Officers35
Executive Summary36
Who Makes Compensation Decisions38
Shareholder Outreach Initiatives39
Compensation Peer Group40
Compensation Elements and Results41
Other Compensation Information52
Compensation Committee Report

25

53
  

PROPOSAL 3-APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERSExecutive Compensation Tables

2654

EXECUTIVE COMPENSATION

27

Executive Summary

27

Compensation Discussion and Analysis

27

Compensation Committee Report

47

Summary Compensation Table

48

54

20182021 Grants of Plan-Based Awards Table

50

55

Employment Agreements

51

20182021 Outstanding Equity Awards at FiscalYear-End Table

52

57

20182021 Option Exercises and Stock Vested Table

53

59

2018 Nonqualified Deferred Compensation Table

53

Potential Payments Upon Termination or Change inIn Corporate Control

54

59

Quantification of Benefits

58

Risk Management and Compensation

61

63
  

Pay Ratio

62

Security Ownership of Directors and Management and Certain Beneficial Owners64
  

EQUITY COMPENSATION PLAN INFORMATIONGeneral Information

6367

Pay Ratio71
Equity Compensation Plan Information72
Other Matters72
  

OTHER MATTERS

64

Appendix A - Non-GAAP Financial Measures

APPENDIX A-NON-GAAP FINANCIAL MEASURES73

65

General Information   
FREQUENTLY REFERENCED INFORMATION
 LOGO 
Board and Governance Highlights10
Director and Committee Membership11
Nomination Process for Board Election13
Key Risk Oversight Responsibilities of the Board and its Committees16
Summary of Board Skills and Diversity20
Director Nominees21
Director Compensation25
Director Stock Ownership Guidelines26
Shareholder Outreach Initiatives39
Compensation Peer Group40

 

General InformationIn this Proxy Statement, the terms “Welltower,” “we,” and “our” refer to Welltower Inc. This Proxy Statement includes website addresses and references to additional materials found on those websites. These websites and materials are not incorporated into this Proxy Statement by reference.

Notice

This document includes forward-looking statements within the meaning of Internet Availabilitythe Private Securities Litigation Reform Act of Proxy Materials

As permitted1995, including statements regarding our environmental and social goals, commitments, and strategies. These statements involve risks and uncertainties. Actual results could differ materially from any future results expressed or implied by the rulesforward-looking statements for a variety of reasons, including due to the U.S. Securitiesrisks and Exchange Commission (the “SEC”), Welltower Inc. (“Welltower”) is making these proxy materials (listed below) availableuncertainties that are discussed in our most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. We assume no obligation to shareholders primarily via the Internet. By doing so, Welltower reduces the printing and delivery costs and the environmental impactupdate any forward-looking statements or information, which speak as of its Annual Meeting. Accordingly, Welltower is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to its shareholders. The Notice contains instructions on how to access Welltower’s proxy materials and how to vote online or by telephone. If you would like to receive a paper copy of the proxy materials, please follow the instructions in the Notice.their respective dates.

Why am I receiving these materials?

The Board of Directors of Welltower (the “Board”) has made these materials available to you on the Internet or has delivered printed copies to you by mail in connection with the solicitation of proxies on its behalf to be used in voting at the Annual Meeting of Shareholders (the “Annual Meeting”), which is scheduled to be held on Thursday, May 2, 2019 at 10:00 a.m. Eastern Time as set forth in the Notice of Annual Meeting of Shareholders. The approximate date on which these materials will be first made available or sent to shareholders is March 22, 2019.April [●], 2022.


WELLTOWERWhat is included in these materials?•2022 Proxy Statement     3

Back to Contents

These materials include:Proxy Statement Summary

 

This proxy statement forsummary highlights our selected business results, executive compensation, ESG and corporate governance information described in more detail in this Proxy Statement. We encourage you to read the Annual Meeting (the “Proxy Statement”entire Proxy Statement before voting.

2021 BUSINESS HIGHLIGHTS

Welltower Inc. (NYSE: WELL), a real estate investment trust (“REIT”); and

Welltower’s Annual Report for, is an S&P 500 company headquartered in Toledo, Ohio, that is driving the year endedtransformation of health care infrastructure. We invest with leading seniors housing operators, post-acute providers and health systems to fund the real estate and infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health care experience. We own interests in properties concentrated in high-growth markets in the United States, Canada and the United Kingdom, including seniors housing, post-acute communities, and outpatient medical properties. As of December 31, 2018 (the “Annual Report”).2021, we owned or invested in over 1,800 properties across our business lines and regions.

If you received printed copies

2021 was a pivotal year for Welltower, marked by mail, these materials also includea powerful recovery in our operational performance, the proxy card for the Annual Meeting. A copyestablishment of Welltower’s Annual Report on Form10-K for the year ended December 31, 2018, including the financial statementslong-term exclusive partnerships, and the schedules thereto, as filedmost active year of capital deployment in a decade—all while contending with continued challenges posed by the COVID-19 pandemic.

  2021 Highlights  
1,800+
PROPERTIES		$5.7B
PRO RATA GROSS INVESTMENTS
BBB+/Baa1
INVESTMENT GRADE
BALANCE SHEET		2.84%
DIVIDEND YIELD
(as of 12/31/2021)
37%
TOTAL SHAREHOLDER RETURN


2016-2021 Share Price Performance

Portfolio

•Increased seniors housing operating (“SHO”) portfolio spot occupancy approximately 510 basis points (“bps”) from the pandemic-low of 72.6%(1) on March 12, 2021.
•Completed $5.7 billion of pro rata gross investments across all segments during 2021, which are expected to create significant shareholder value in the coming years.
•Completed pro rata property dispositions and loan payoffs of $1.4 billion, demonstrating continued strong demand and liquidity for Welltower’s high-quality assets, while improving the quality of our portfolio.
•Formed 19 new and proprietary long-term growth relationships with best-in-class developers and operators which are expected to meaningfully contribute to capital deployment opportunities.
(1)Spot occupancy represents approximate occupancy at our share for 546 properties in operation as of December 31, 2020, including unconsolidated properties and excluding acquisitions, executed dispositions, development conversions and one property closed for redevelopment.

WELLTOWER•2022 Proxy Statement     4

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•During the third quarter, acquired an 85-property seniors housing portfolio owned by Holiday Retirement for $1.58 billion, now operated by Atria Senior Living following its acquisition of the Holiday management company.
•Substantially exited our operating relationship with Genesis Healthcare through a series of mutually beneficial transactions totaling $880 million in value, or $144,000 per bed, achieving an 8.5% unlevered IRR and meaningfully reducing our In-Place NOI(1) exposure to long-term post-acute care.

Balance Sheet

•As of December 31, 2021, we had $347 million of cash and cash equivalents and restricted cash and $3.7 billion of available borrowing capacity under our unsecured revolving credit facility.
•Maintained a favorable leverage position, reporting Net Debt to Adjusted EBITDA of 6.95x(1) as of December 31, 2021.
•Issued $1.75 billion of unsecured notes with a weighted average duration of over nine years and a blended average coupon of 2.57%.
•Closed on an expanded $4.7 billion unsecured credit facility at LIBOR plus 77.5 bps, which represents a five bps improvement in pricing from our previous facility.
•During 2021, efficiently sold 34.9 million shares of common stock under the At-the-Market (“ATM”) program via forward sale agreements, which are expected to generate gross proceeds of approximately $2.8 billion (of which 29.7 million shares have been settled resulting in $2.4 billion of gross proceeds during 2021).
•Moody’s Investors Services and S&P Global Ratings revised their ratings outlook for Welltower to Stable from Negative and affirmed Welltower’s issuer credit ratings as Baa1 and BBB+, respectively.

Corporate

•Finished the year with $127 million of general and administrative expenses, representing approximately 0.23% of Welltower’s enterprise value (lowest ratio among our healthcare REIT peers).
•Paid cash dividends of $2.44 per share with the dividend paid in March 2022 representing Welltower’s 203rd consecutive dividend.
•Appointed John F. Burkart as Executive Vice President - Chief Operating Officer given his experience utilizing a data-driven approach to drive platform efficiencies.
•Added 51 net new employees in 2021 with a focus on Business Insights, Development and Investments, representing a greater than 10% expansion in the Welltower team.

Diversity

•Appointed Dennis G. Lopez and Ade J. Patton, both racially/ethnically diverse, to the Board of Directors.
•Nine of our ten director nominees are women or racially/ethnically diverse. Our independent Chair of the Board is also a racially/ethnically diverse director.
•Four of the five Board committees are chaired by women or racially/ethnically diverse directors.

COVID-19 Response

•Safely reopened communities to admissions, visitation, and in-person tours while maintaining strict adherence to federal, state, local, and/or operator-imposed guidelines.
•Coordinated connections between seniors housing operators and CVS/Omnicare and Walgreens to facilitate distribution of COVID-19 vaccines to Welltower communities and staff and resident education around vaccine efficacy and safety.
•Maintained elevated cleaning and PPE protocols throughout the pandemic.

Environmental, Social and Governance Leadership Recognition

•Elevated by CDP to the highest available band level of Leadership, with an improved score of “A-” for taking coordinated action on climate issues.
•Raised MSCI ESG rating from A to AA.
•Named to the Dow Jones Sustainability North American Index for the sixth consecutive year.
•Listed in the FTSE4Good Index since 2012.
(1)Represents a non-GAAP financial measure. See Appendix A for definitions and reconciliations of non-GAAP financial measures.

WELLTOWER•2022 Proxy Statement     5

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•Recognized by the U.S. Environmental Protection Agency (EPA) and U.S. Department of Energy as an ENERGY STAR Partner of the Year for the third consecutive year and elevated to the level of Sustained Excellence, the EPA’s highest recognition within the ENERGY STAR program.
•Maintained Gold Level Green Lease Leader status by the Institute for Market Transformation and the U.S. Department of Energy’s Better Buildings Alliance.
•Named to the Bloomberg Gender-Equality Index for the third consecutive year.
•Named to the Workplace Health Achievement Index by the American Heart Association for the fourth consecutive year and increased from Bronze to Silver level.
•Maintained Prime status under the ISS-ESG Corporate rating for the third consecutive year.
•Named by S&P Global in collaboration with RobecoSAM for the fourth consecutive year in the 2021 edition of The Sustainability Yearbook.
•Named to the top 20% of Newsweek’s America’s Most Responsible Companies list for the third consecutive year.
•Named to Sustainalytics 2021 Top-Rated ESG Companies list.
•Named as one of the top sustainable REITs in Barron’s list of America’s Most Sustainable Companies for the second consecutive year.
•Honored at the Women’s Forum of New York Breakfast of Champions for the second time for Welltower’s representation of women on its Board of Directors.
•Opened Sunrise at East 56th, the recipient of all three LEED Silver, WELL Certification at the Silver level, and WELL Health-Safety Rating Seal certifications.

Executive Compensation Overview

The Compensation Committee oversees Welltower’s compensation practices so that the compensation program is in line with the SEC,market, is responsive to shareholder concerns, and considers best compensation practices while ensuring we attract and retain high caliber executive officers and other key employees. The Compensation Committee developed Welltower’s Compensation Principles and Philosophy and Objectives that are described in more detail on pages 36 through 38.

HUMAN CAPITAL

Throughout 2021, we continued our commitment to the success of our employees by maintaining numerous programs designed to attract, develop and retain future leaders. Among other benefits, we offer competitive compensation programs; maternity, caregiver, and wellness leave; technology to help our employees stay engaged while working remotely; and safety protocols and procedures for essential employees who continue to work in the office. We are committed to fostering a diverse and inclusive environment that gives every employee the opportunity to develop and advance, and we believe this starts at the top. This Proxy Statement describes a number of changes to the Board and the Leadership Team that reflect our commitment.

WELLTOWER•2022 Proxy Statement     6

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WELLTOWER’S BOARD OF DIRECTORS

Name Age Primary occupation Independent Director since Committees(1)
Kenneth J. Bacon
Chair since 2020		 67 Co-founder and managing partner of RailField Realty Partners  2016 •  Executive(C)
Karen B. DeSalvo 56 Chief Health Officer of Google Health  2018 

•  Investment

•  Nom/Gov

Jeffrey H. Donahue 75 Former President and Chief Executive Officer Enterprise Community Investment, Inc.  1997 

•  Compensation(C)

•  Executive

•  Investment

Philip L. Hawkins 66 Executive Chairman of Link Logistics Real Estate  2020 

•  Compensation

•  Investment

Dennis G. Lopez 67 Chief Executive Officer of QuadReal Property Group Ltd.  2021 

•  Compensation

•  Investment

Shankh Mitra 41 Chief Executive Officer and Chief Investment Officer of Welltower   2020 •  Executive
Ade J. Patton 43 Executive Vice President and Chief Financial Officer of HBO/HBO Max/Global DTC  2021 

•  Audit

•  Nom/Gov

Diana W. Reid 66 Former Executive Vice President of The PNC Financial Services Group, Inc.  2020 

•  Audit

•  Executive

•  Nom/Gov(C)

Sergio D. Rivera 59 Former Chief Executive Officer of SeaWorld Entertainment, Inc.  2014 

•  Audit

•  Executive

•  Investment(C)

Johnese M. Spisso 61 President of UCLA Health, Chief Executive Officer of UCLA Hospital System, and Associate Vice Chancellor of UCLA Health Sciences  2018 

•  Compensation

•  Nom/Gov

Kathryn M. Sullivan 66 Former Chief Executive Officer of UnitedHealthcare Employer and Individual, Local Markets  2019 

•  Audit(C)

•  Compensation

•  Executive

(C) Chair

We believe diversity helps the Board better oversee our management and provide strategic advice. Our Corporate Governance Guidelines provide that the Nominating/Corporate Governance Committee should consider diversity in terms of (i) professional experience, including experience in Welltower’s primary business segments and in areas of possible future expansion; (ii) educational background; and (iii) age, race, gender, sexual orientation, geography, ethnicity, and national origin. The current composition of our Board reflects those efforts and the importance of diversity to the Board.

In addition, we believe that diversity with respect to tenure is important in order to provide for both fresh perspectives and deep experience and knowledge of Welltower. Therefore, we aim to maintain an appropriate balance of tenure across our directors.

Board Diversity

The charts above reflect the total number of the director nominees that are standing for election in 2022.

WELLTOWER•2022 Proxy Statement     7

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CORPORATE GOVERNANCE HIGHLIGHTS

Welltower’s Board is committed to good corporate governance, which promotes the long-term interests of shareholders and strengthens Board and management accountability.

Board Composition and IndependenceBoard and Committee PracticesShareholder Rights
•  All directors except the CEO are independent•  Annual Board and committee evaluations, including one-on-one interviews led by the Chair and interviews by an independent third party every two years•  Single class of stock with equal voting rights
•  Independent Board Chair•  Director orientation and continuing education•  Annual elections for all directors
•  Executive sessions provided for all quarterly Board and committee meetings•  90% of all director nominees, including all members of the Audit Committee, are financial experts•  Majority voting standard for uncontested elections of directors
•  Mandatory retirement age•  99% attendance by directors at Board and committee meetings in 2021•  Proxy access for shareholders
•  Limits on board member service on other public company boards•  Robust stock ownership guidelines

For more detailed information on Welltower’s corporate governance framework, see the section entitled “Corporate Governance” beginning on page 10.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) LEADERSHIP

Welltower is committed to leadership in our industry and strives to rank among the top S&P 500 companies in ESG practices. Our commitment to helping people live well and age well is supported by our emphasis on sustainability, a core focus on diversity and equality, and good corporate governance. We see our industry-leading progress towards furthering ESG in our organization as not only the right thing to do, but as a way to drive long-term operational efficiency and shareholder value.

We publish information regarding our sustainability, environmental, social, and human capital goals, ESG initiatives, and progress toward our goals in our Environmental, Social and Governance Report, which is available on our website. Some highlights of Welltower’s website at www.welltower.com or may be obtained without charge by requestingESG efforts in writing to the Senior Vice President - General Counsel & Corporate Secretary, Welltower Inc., 4500 Dorr Street, Toledo, Ohio 43615.

What proposals will be voted on at the Annual Meeting?

The following proposals will be voted on at the Annual Meeting: (1) the election of eleven directors (Proposal 1); (2) the ratification of the appointment of Ernst & Young LLP (“EY”) as Welltower’s independent registered public accounting firm for the year ending December 31, 2019 (Proposal 2); (3) the advisory vote to approve the compensation of our named executive officers (Proposal 3); and (4) the transaction of such other business as may properly come before the Annual Meeting or any adjournment thereof.

How does the Board recommend I vote?

The Board unanimously recommends that you vote:2021 are summarized below:

 

Environmental

•Continued to work towards our goals of a 10% reduction in greenhouse gas (GHG) emissions, energy, and water use by 2025 from our 2018 baseline.
•Continued foundational operational efficiency upgrades and increased green building certifications and execution of green leases.
•Increased sustainability data coverage, with more of our seniors housing communities and medical office buildings reporting their energy, water, and waste data and sharing data with Welltower.
•Through September 30, 2021, used $277.7 million of net proceeds from the December 2019 green bond offering to fund energy efficiency, water conservation, and green building projects.

WELLTOWER•2022 Proxy Statement     8

“FOR” each of the nominees for election to the Board (Proposal 1);

“FOR” the ratification of the appointment of EY as Welltower’s independent registered public accounting firm for the year ending December 31, 2019 (Proposal 2); and

“FOR” the approval, on an advisory basis, of the compensation of our named executive officers (Proposal 3).

Back to Contents

Who may vote at the Annual Meeting?

As of March 5, 2019, Welltower had outstanding 399,631,286 shares of common stock, $1.00 par value per share. The common stock constitutes the only class of voting securities of Welltower entitled to vote at the Annual Meeting. Shareholders of record at the close of business on March 5, 2019 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof. Each share of common stock is entitled to one vote on all matters to come before the Annual Meeting.Social

 

•Maintained 1:1 gender parity across the organization and 50% women or racially/ethnically diverse membership on Welltower’s Leadership Team.
•Relaunched the Welltower Charitable Foundation with a focus on supporting eligible charitable initiatives relating to aging, health care, the environment, education, and the arts through our employee matching program (WELL-Matched), ENG supported donations, and our quarterly donation competitions (Give-WELL).

Notice of Annual Meeting of Shareholders

•Since early 2016, Welltower and 2019 Proxy Statement   |

  1     the Welltower Charitable Foundation have provided more than $42 million in cash and in-kind support to programs and communities that align with our philanthropic priorities.

•Relaunched the Welltower Award through which Welltower has acknowledged and rewarded the hard work and contributions of Welltower employees who support and further our strategic goals based on innovation, leadership, value creation, and customer focus.
LOGO•Expanded our second annual Day of Giving, allowing our employees an opportunity to make an impact for local charitable organizations through global volunteer opportunities conducted during work hours.
•General InformationHonored multiple days and months for diversity and inclusion aligned education and remembrance, including Black History Month, Hispanic Heritage Month, Martin Luther King Jr. Day, Memorial Day, Pride Month, Veterans Day and Women’s History Month.

 

What is the vote required to approve each of the proposals discussed in this Proxy Statement?

The chart below summarizes the voting requirements for the proposals at the Annual Meeting:Governance

 

•Achieved 80% women and racially/ethnically diverse director leadership on the Board of Directors with 40% of Board committees led by women.

Proposals

•

Required approval

Maintained an independent Chair of the Board, who is racially/ethnically diverse.

1. The election of directors

•

Majority of votes cast

Continued to improve our already high CDP, ISS-ESG, MSCI, Sustainalytics, and Vigeo Eiris scores through enhanced tracking, reporting, and disclosure.

2. The ratification

•Published 9th Annual Environmental, Social and Governance Report in accordance with Global Reporting Initiative (GRI) standards and aligned with Sustainability Accounting Standards Board (SASB) and increased its mapping to the Task Force on Climate-Related Financial Disclosures (TCFD).
•Conducted efforts to ensure compliance for Welltower, as well as our operators and properties, with municipal energy and water benchmarking and reporting regulations.
•Continued to garner overwhelming shareholder approval (93% and above) for Say-on-Pay proposals regarding our executives’ compensation in each of the appointment of EY as Welltower’s independent registered public accounting firm for the year ending December 31, 2019

Majority of shares present and entitled to vote

past five years.

3. The approval, on an advisory basis, of

•Limited the compensation of our named executive officers

Majority of shares present and entitledBoard’s ability to vote

waive the director age limit policy under the Corporate Governance Guidelines.

If I am a shareholder of record ofFor additional information
regarding Welltower’s shares, how do I vote?sustainability
program, please visit
www.welltower.com/esg/.

A shareholder of record can vote in one of four ways:

Via the Internet: You may vote by proxy via the Internet by following the instructions provided in the Notice or on your proxy card.

By telephone: You may vote by proxy by calling the telephone number provided in the Notice or on your proxy card.

By mail: If you receive printed copies of the proxy materials by mail, you may vote by proxy by marking, signing, dating and returning your proxy card in the envelope provided.

In person: You may vote in person at the Annual Meeting by requesting a ballot when you arrive. You must bring valid picture identification, such as a driver’s license or passport, and you may be requested to provide proof of stock ownership as of March 5, 2019. If you plan to attend the Annual Meeting and require directions, please call(419) 247-2800 or write the Senior Vice President -General Counsel & Corporate Secretary, Welltower Inc., 4500 Dorr Street, Toledo, Ohio 43615.

All shares that have been properly voted by proxy and not revoked will be voted at the Annual Meeting in accordance with the instructions contained in the proxy. Shares represented by proxy cards that are signed and returned without any voting instructions will be voted consistent with the Board’s recommendations.

WELLTOWEROnce I have submitted my proxy, is it possible for me to change or revoke my proxy?•2022 Proxy Statement     9

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Any shareholder giving a proxy has the right to revoke it any time before it is voted by: (1) submitting a written revocation with the Senior Vice President - General Counsel & Corporate Secretary; (2) submitting a duly executed proxy bearing a later date; or (3) attending the Annual Meeting and voting in person. A written revocation, as described in (1) above, will not be effective until the notice thereof has been received by the Senior Vice President - General Counsel & Corporate Secretary.

Who is paying for the cost of this proxy solicitation?

Welltower is paying the costs of the solicitation of proxies. Proxies may be solicited by directors and officers of Welltower by mail, in writing, by telephone, electronically, by personal interview, or by other means of communication. Welltower will reimburse directors and officers for their reasonableout-of-pocket expenses in connection with such solicitation. Welltower will request brokers and nominees who hold shares in their names to furnish these proxy materials to the persons for whom they hold shares and will reimburse such brokers and nominees for their reasonableout-of-pocket expenses in connection therewith. Welltower has hired D.F. King to solicit proxies for a fee not to exceed $9,500, plus expenses and other customary charges.

What constitutes a quorum at the Annual Meeting?

The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the total number of shares of voting securities outstanding on the record date shall constitute a quorum for the transaction of business by such holders at the Annual Meeting.

How will votes be tabulated at the Annual Meeting?

All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and brokernon-votes. Representatives of Broadridge Financial Solutions, Inc. (“Broadridge”) will tabulate the votes and act as inspector of election. Matthew McQueen, Senior Vice President - General Counsel & Corporate Secretary, and John Goodey, Executive Vice President - Chief Financial Officer, have been appointed to serve as alternate inspectors of election in the event Broadridge is unable to serve.

How are abstentions and brokernon-votes treated?

Abstentions will be counted as present or represented for purposes of determining the presence or absence of a quorum for the Annual Meeting. In the election of the directors (Proposal 1), you may vote “for,” “against” or “abstain” with respect to each of the nominees.Governance

 

2  |Notice of Annual Meeting of Shareholders and 2019 Proxy Statement

General Information  LOGO

The abstention or brokernon-vote (as described below) will not impact the election of directors. In tabulating the voting results for the election of directors, only “for” and “against” votes are counted. For the ratification of the appointment of EY as independent registered public accounting firm for the year ending December 31, 2019 (Proposal 2) and the advisory vote to approve the compensation of our named executive officers (Proposal 3), you may vote “for,” “against” or “abstain.” If you elect to abstain, the abstention will have the same effect as an “against” vote. For Proposal 3, brokernon-votes will not impact the outcome of the proposal.

A “brokernon-vote” occurs when a broker or other nominee holding shares for a beneficial owner does not vote on a proposal that is considered“non-routine” under New York Stock Exchange (“NYSE”) rules because the broker does not have discretionary voting power for such proposal unless the broker has received instructions from the beneficial owner. Brokernon-votes will be counted as present or represented for purposes of determining the presence or absence of a quorum for the Annual Meeting, but will not be counted for purposes of determining the number of shares entitled to vote with respect to any“non-routine” proposal for which the broker lacks discretionary authority. A broker has discretionary voting authority under NYSE rules to vote on “routine” proposals. The election of the directors (Proposal 1) and the advisory vote to approve the compensation of our named executive officers (Proposal 3) are“non-routine” proposals. The ratification of the appointment of EY as Welltower’s independent registered public accounting firm for the year ending December 31, 2019 (Proposal 2) is a “routine” proposal.

I share an address with another shareholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

Welltower has adopted anSEC-approved procedure called “householding.” Under this procedure, Welltower or a bank or broker, if applicable, delivers a single copy of the Notice and, if applicable, this Proxy Statement and the Annual Report to multiple shareholders who share the same address unless Welltower receives contrary instructions from any shareholder at that address. This procedure is designed to reduce printing and mailing costs and the environmental impact of the Annual Meeting.

Shareholders residing at the same address who wish to receive separate copies of the Notice and, if applicable, this Proxy Statement and the Annual Report in the future and shareholders who are receiving multiple copies of these materials now and wish to receive just one set of materials in the future should notify Welltower or, if applicable, their bank or broker. You can also request and Welltower will promptly deliver a separate copy of the Notice by writing to the Senior Vice President - General Counsel & Corporate Secretary, Welltower Inc., 4500 Dorr Street, Toledo, Ohio 43615 or calling(419) 247-2800. These materials are also available on the Internet at www.welltower.com/proxy.

Where are Welltower’s principal executive offices located and what is Welltower’s main telephone number?

Welltower’s principal executive offices are located at 4500 Dorr Street, Toledo, Ohio 43615. Welltower’s telephone number is(419) 247-2800.

What is the deadline to submit shareholder proposals or nominate a director for the 2020 Annual Meeting of Shareholders?

Any shareholder proposals intended for inclusion in Welltower’s proxy materials for the 2020 Annual Meeting of Shareholders must be submitted to Matthew McQueen, Senior Vice President - General Counsel & Corporate Secretary, in writing no later than November 23, 2019. Such proposals also must comply with SEC regulations under Rule 14a-8 regarding the inclusion of shareholder proposals in Welltower–sponsored proxy materials. In addition, under Welltower’sBy-Laws, in order for a shareholder to present a proposal for consideration at an annual meeting other than by means of inclusion in Welltower’s proxy materials for such meeting, or to propose a person for appointment as a director, the shareholder must provide a written notice to the Senior Vice President - General Counsel & Corporate Secretary no later than 90 days and no earlier than 120 days prior to the first anniversary of the preceding year’s annual meeting. For purposes of the 2020 Annual Meeting of Shareholders, such a written notice must be received by the Senior Vice President - General Counsel & Corporate Secretary on or after January 3, 2020 but no later than February 2, 2020. If a shareholder does not meet this deadline, (1) the officer presiding at the meeting may declare that the proposal will be disregarded because it was not properly brought before the meeting and (2) the persons named in the proxies solicited by the Board for the meeting may use their discretionary voting authority to vote “against” the proposal.

Additionally, in 2018, Welltower amended itsBy-Laws to permit a shareholder, or a group of up to 20 shareholders, owning at least 3% of Welltower’s outstanding shares of capital stock for at least three continuous years to nominate and include in Welltower’s proxy materials director nominees comprising up to the greater of two individuals or 20% of the Board, provided that the shareholder(s) and the nominee(s) satisfy the procedural and eligibility requirements specified in theBy-Laws. Notice of director nominations submitted under these proxy accessBy-Law provisions must be delivered to the Senior Vice President - General Counsel & Corporate Secretary no later than 120 days and no earlier than 150 days prior to the first anniversary of the date on which Welltower first mailed or otherwise gave notice for the prior year’s annual meeting. Requests to include shareholder-nominated candidates in Welltower’s proxy materials for next year’s annual meeting must be received by the Senior Vice President - General Counsel & Corporate Secretary on or after October 24, 2019 but no later than November 23, 2019.

Notice of Annual Meeting of Shareholders and 2019 Proxy Statement   |

  3     

LOGOProposal 1 — Election of Directors

Proposal 1—Election of Directors

Welltower’sBy-Laws provide that the Board shall have between three and fifteen members, with the exact number to be fixed by the Board from time to time. The Board has fixed the number of directors at thirteen. There are eleven Board nominees recommended for election at the Annual Meeting. The number of directors will be reduced from thirteen to eleven if the eleven Board nominees are elected at the Annual Meeting.

The shares represented by the proxies will be voted “for” the election of each of the nominees named below, unless you indicate in the proxy that your vote should be cast “against” any or all of them or that you “abstain.” Each nominee elected as a director will continue in office until the next Annual Meeting of Shareholders and until his or her successor has been duly elected and qualified, or until the earliest of his or her resignation, removal or death. If any nominee declines or is unable to accept such nomination to serve as a director, events which the Board does not now expect, the proxies reserve the right to substitute another person as a Board nominee, or to reduce the number of Board nominees, as they shall deem advisable. The proxy solicited hereby will not be voted to elect more than eleven directors.

Except in a contested election, each Board nominee will be elected only if the number of votes cast “for” the nominee’s election exceeds the number of votes cast “against” such nominee’s election. In a contested election (where a determination is made that the number of director nominees is expected to exceed the number of directors to be elected at a meeting), the vote standard will be a plurality of the votes cast with respect to such director.

Under Welltower’sBy-Laws, any incumbent director nominee who receives a greater number of votes “against” his or her election than votes “for” such election will tender his or her resignation for consideration by the Nominating/Corporate Governance Committee. The Nominating/Corporate Governance Committee will recommend to the Board the action to be taken with respect to such offer of resignation. The Board will then act on the Nominating/Corporate Governance Committee’s recommendation within 90 days from the date of the certification of election results and publicly disclose its decision and the rationale behind it.

As discussed in more detail below under “Corporate Governance,” the Board believes that its directors and nominees for director should, among other things, (1) have significant leadership experience at a complex organization, (2) be accustomed to dealing with complex problems, and (3) have the education, experience and skills to exercise sound business judgment. In evaluating its directors and nominees for director, the Nominating/Corporate Governance Committee looks at the overall size and structure of the Board and strives to assemble a Board that is skilled, diverse, well-rounded and experienced. The specific experiences, qualifications, skills and attributes of each of the directors are described in this proposal. These experiences, along with the directors’ integrity, sound judgment and commitment to Welltower, led the Board to conclude that each of these directors should be elected to serve on the Board.

THE BOARD OF DIRECTORS OF WELLTOWER UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE FOLLOWING NOMINEES. Each nominee receiving more votes “for” his or her election than votes “against” his or her election will be elected.

4  |Notice of Annual Meeting of Shareholders and 2019 Proxy Statement

Proposal 1 — Election of Directors  LOGO

Directors to be Elected

LOGO

THOMAS J. DEROSA

Age:61

Director Since:2004

Welltower Inc. Committees

•  Executive

Other Current Public Company Directorships

•  Empire State Realty Trust, Inc.

Mr. DeRosa has been Welltower’s Chief Executive Officer since April 2014. Mr. DeRosa previously served as the Vice Chairman and Chief Financial Officer of The Rouse Company (a real estate development and operations company) from September 2002 until November 2004 when it was merged with General Growth Properties, Inc. From 1992 to September 2002, Mr. DeRosa held various positions at Deutsche Bank (Deutsche Bank AG) and Alex. Brown & Sons. Mr. DeRosa served as a director of CBL & Associates Properties, Inc. until 2015. Mr. DeRosa has extensive knowledge of the real estate industry and capital markets from his experience as the Vice Chairman and Chief Financial Officer of The Rouse Company and his leadership roles at Deutsche Bank and Alex. Brown & Sons. Hisday-to-day leadership of Welltower as the Chief Executive Officer provides him with intimate knowledge of Welltower’s business and operations.

Selected Directorships and Memberships

•  Board of Directors, Value Retail PLC

•  Board of Overseers, Columbia Business School

•  Governor, World Economic Forum

Education

•  BS – Economics and Finance, Georgetown University

•  MBA – Management, Columbia University

LOGO

JEFFREY H. DONAHUE

Age:72

Director Since:1997

Chairman;

Independent Director

Welltower Inc. Committees

•  Executive (Chair)

•  Nominating/Corporate Governance (Chair)

Mr. Donahue has been Welltower’s Chairman of the Board since April 2014. Mr. Donahue previously served as the former President and Chief Executive Officer of Enterprise Community Investment, Inc. (a provider of affordable housing) from 2003 to 2009. Mr. Donahue previously served as the Executive Vice President and Chief Financial Officer of The Rouse Company (a real estate development and operations company) from 1998 to 2002. Mr. Donahue has extensive knowledge of the real estate industry from his experience as President and Chief Executive Officer of Enterprise Community Investment, Inc. and Executive Vice President and Chief Financial Officer of The Rouse Company.

Other Current Public Company Directorships

•  Xenia Hotels & Resorts, Inc. (Lead Director)

Selected Directorships and Memberships

•  Board of Directors, National Development Company

Former Directorships Within the Last Five Years

•  NewTower Trust Company

Education

•  BA – International Economics, Cornell University

•  MBA – Finance, Wharton School of the University of Pennsylvania

LOGO

KENNETH J. BACON

Age:64

Director Since:2016

Independent Director

Welltower Inc. Committees

•  Compensation

•  Investment

Mr. Bacon is aco-founder of RailField Realty Partners (a financial advisory and asset management firm). Mr. Bacon has served as RailField’s managing partner since his retirement from the Federal National Mortgage Association (“Fannie Mae”) in March 2012. Prior to forming RailField, Mr. Bacon spent 19 years at Fannie Mae, most recently serving as the Executive Vice President of the multifamily mortgage business from July 2005 to March 2012. Mr. Bacon’s extensive experience in the financial services industry, government affairs, the housing industry and real estate investment make him a valuable asset to the Board.

Other Current Public Company Directorships

•  Ally Financial Inc. (Risk Committee Chair)

•  Comcast Corporation (Governance and Directors Nominating Committee Chair)

Former Public Company Directorships Within the Last Five Years

•  Forest City Realty Trust, Inc.

Education

•  BA – Anthropology, Stanford University

•  MSc – International Relations, London School of Economics

•  MBA – Finance & Strategy, Harvard Business School

Notice of Annual Meeting of Shareholders and 2019 Proxy Statement   |

  5     

LOGOProposal 1 — Election of Directors

LOGO

KAREN B. DESALVO

Age:53

Director Since:2018

Independent Director

Dr. DeSalvohas been a physician and professor of medicine and population health at the University of Texas at Austin Dell Medical School since January 2018. From 2014 to 2017, she served as Acting Assistant Secretary for Health at the U.S. Department of Health and Human Services and as National Coordinator for Health Information Technology. From 2011 to 2014, she served as the Health Commissioner for the City of New Orleans. Dr. DeSalvo’s experience in medical and public health leadership, health care technology, health care delivery and health care innovation make her an important addition to the Board.

Other Current Public Company Directorships

•  Humana Inc.

Education

•  BA – Biology and Political Science, Suffolk University

•  MD – Tulane University School of Medicine

•  MPH – Tulane University School of Public Health

•  MSc – Harvard T.H. Chan School of Public Health

LOGO

TIMOTHY J. NAUGHTON

Age:57

Director Since:2013

Independent Director

Welltower Inc. Committees

•  Compensation

•  Executive

•  Investment (Chair)

Mr. Naughton is the Chairman, Chief Executive Officer and President of AvalonBay Communities, Inc. (a real estate investment trust focused on developing, redeveloping, acquiring and managing high-quality apartment communities). Mr. Naughton has served as a director of AvalonBay Communities, Inc. since 2005, as its Chairman since May 2013, as its Chief Executive Officer since January 2012, as its President since February 2005 and in a variety of other capacities with AvalonBay Communities, Inc. or its predecessors since 1989. As the current Chief Executive Officer of a leading, publicly-traded real estate investment trust, Mr. Naughton brings strategic insight gleaned from being the leader of one of the most progressive, well-managed companies in a comparable industry. Mr. Naughton has 30 years of experience in the real estate investment trust and commercial real estate sectors.

Other Current Public Company Directorships

•  AvalonBay Communities, Inc. (Chair)

•  Park Hotels & Resorts Inc. (Nominating and Corporate
Governance Committee Chair)

Selected Directorships and Memberships

•  Executive Committee, National Association of Real Estate Investment Trusts (NAREIT)

Education

•  BA – Economics, University of Virginia

•  MBA – Harvard Business School

LOGO

SHARON M. OSTER

Age:70

Director Since:1994

Independent Director

Welltower Inc. Committees

•  Compensation (Chair)

•  Executive

•  Nominating/Corporate Governance

Ms. Oster has been the Frederic D. Wolfe Professor Emeritus of Management and Entrepreneurship, Professor of Economics, at Yale University School of Management since July 2018. From 1994 to July 2018, she was the Frederic D. Wolfe Professor of Management and Entrepreneurship, Professor of Economics, at Yale University School of Management. From 2008 to 2011, she served as the dean of the Yale University School of Management. Ms. Oster’s expertise in competitive strategy, economic theory and management, and her leadership role at the Yale University School of Management and directorships with a variety of public companies give her a unique perspective.

Education

•  BA – Economics, Hofstra University

•  PhD – Economics, Harvard University

6  |Notice of Annual Meeting of Shareholders and 2019 Proxy Statement

Proposal 1 — Election of Directors  LOGO

LOGO

SERGIO D. RIVERA

Age:56

Director Since:2014

Independent Director

Welltower Inc. Committees

•  Audit

•  Investment

Mr. Rivera has been the President of Ocean Reef Club (a leading private residential club) since February 2019. From 2016 to September 2018, Mr. Rivera served as the Chief Executive Officer and President of the Vacation Ownership segment of ILG, Inc. (a hospitality and leisure services). Mr. Rivera is also the former President of The Americas for Starwood Hotels & Resorts Worldwide, Inc. (a hotel and leisure company), a position he held from 2012 to 2016, and Chief Executive Officer and President of Starwood Vacation Ownership, Inc., formerly a wholly-owned subsidiary of Starwood Hotels & Resorts Worldwide, Inc., a position he held from 2007 to 2016. Mr. Rivera served in a variety of capacities with Starwood Hotels & Resorts Worldwide, Inc. since 1998. Mr. Rivera’s extensive experience in real estate development and investment strategy, corporate finance and accounting, and operating matters relevant to management of complex global businesses with one of the leading hotel and leisure companies in the world provides valuable insight to the Board.

Selected Directorships and Memberships

•  Director and Trustee, American Resort Development
Association

•  Trustee, Florida Chapter of The Nature Conservancy

•  Member, University of Central Florida Rosen College of
Hospitality Management Advisory Board

•  Member, Florida International University Chaplin School of Hospitality & Tourism Management Dean’s Advisory Council

•  Member, Urban Land Institute

Former Public Company Directorships Within the Last Five Years

•  ILG, Inc.

Education

•  BA – Finance and International Business, Florida International University

•  MBA – Florida International University

LOGO

JOHNESE M. SPISSO

Age:58

Director Since:2018

Independent Director

Ms. Spissohas been the President of UCLA Health (an academic medical center), Chief Executive Officer of UCLA Hospital System and Associate Vice Chancellor of UCLA Health Sciences since 2016. Prior to coming to UCLA, she worked for 22 years at the University of Washington School of Medicine and served as Chief Health System Officer and Vice President, Medical Affairs of the University of Washington School of Medicine from 2007 to 2016. Ms. Spisso brings over 30 years of experience in large academic health system management to the Board and has demonstrated tremendous strategic and operational leadership during that time.

Selected Directorships and Memberships

•  Director, Vizient, Inc.

Education

•  BS – Health Science, Chapman College

•  MPA – University of San Francisco

LOGO

KATHRYN M. SULLIVAN

Age:63

Director Since:2019

Independent Director

Ms. Sullivanserved as the Chief Executive Officer of UnitedHealthcare Employer and Individual, Local Markets (a diversified health care company), which is an operating division of UnitedHealth Group, from March 2015 to 2018. From 2008 to 2015, she served as the Chief Executive Officer of UnitedHealthcare, Central Region. Ms. Sullivan’s experience in the health care industry, especially with respect to health plan payors, is extremely valuable to the Board.

Other Current Public Company Directorships

•  Hanger, Inc.

Selected Directorships and Memberships

•  Director, YMCA of Metro Chicago

Education

•  BA – Accounting, University of Louisiana at Monroe

•  MBA – Louisiana State University

Notice of Annual Meeting of Shareholders and 2019 Proxy Statement   |

  7     

LOGOProposal 1 — Election of Directors

LOGO

R. SCOTT TRUMBULL

Age:70

Director Since:1999

Independent Director

Mr. Trumbull is the retired Chairman of the Board of Franklin Electric Co., Inc. (a manufacturer of water and fuel pumping systems), a position he held from 2003 to May 2015. From 2003 to May 2014, Mr. Trumbull was also Chief Executive Officer of Franklin Electric Co., Inc. From 2001 through 2002, Mr. Trumbull was Executive Vice President and Chief Financial Officer of Owens-Illinois, Inc. (manufacturer of glass containers). From 1993 to 2001, Mr. Trumbull served as Executive Vice President, International Operations & Corporate Development of Owens-Illinois, Inc. Mr. Trumbull’s leadership experience as Chairman and Chief Executive Officer of Franklin Electric Co., Inc. and in various capacities at Owens-Illinois, Inc. provides the Board with a global perspective.

Welltower Inc. Committees

•  Audit (Chair)

•  Executive

Other Current Public Company Directorships

•  Columbus McKinnon Corporation

Former Public Company Directorships Within the Last Five Years

•  Artisan Partners Funds, Inc. (registered mutual fund)

•  Franklin Electric Co., Inc.

•  Schneider National, Inc.

Education

•  BA – Economics, Denison University

•  MBA – General Management, Harvard Business School

LOGO

GARY WHITELAW

Age:63

Director Since:2017

Independent Director

Mr. Whitelawhas been the Chief Executive Officer of Bentall Kennedy (a real estate investment management and services company with $36 billion in assets under management) and its predecessor entities since 1998. Prior to that, Mr. Whitelaw held senior executive positions in several public and private real estate operating and investment companies. Mr. Whitelaw’s executive leadership experience as the Chief Executive Officer of Bentall Kennedy, along with his extensive real estate investment, operating, and development experience in the United States and Canada, brings to the Board valuable skills and experience and a unique perspective.

Welltower Inc. Committees

•  Investment

•  Nominating/Corporate Governance

Selected Directorships and Memberships

•  Director, Bentall Kennedy

•  Board of Directors, NewTower Trust Company

Education

•  B.Sc – Architecture, McGill University

•  B. – Architecture, McGill University

•  MBA – Harvard Business School

Directors Not Standing For Election

Geoffrey G. Meyers, age 74. Mr. Meyers has served as a director of Welltower since 2014 and is a member of the Board’s Audit and Nominating/Corporate Governance Committees. Mr. Meyers is not standing for election at the Annual Meeting. At such time, he will no longer be a member of the Board or any of its committees. Mr. Meyers’s decision not to stand for election is not the result of any disagreement with Welltower on any matter related to Welltower’s operations, policies, or practices.

Judith C. Pelham, age 73. Ms. Pelham has served as a director of Welltower since 2012 and is a member of the Board’s Compensation and Nominating/Corporate Governance Committees. Ms. Pelham is not standing for election at the Annual Meeting. At such time, she will no longer be a member of the Board or any of its committees. Ms. Pelham’s decision not to stand for election is not the result of any disagreement with Welltower on any matter related to Welltower’s operations, policies, or practices.

8  |Notice of Annual Meeting of Shareholders and 2019 Proxy Statement

Director Compensation  LOGO

Director Compensation

The table below summarizes the compensation paid in 2018 to Welltower’snon-employee directors.

2018 Director Compensation Table

    Name(1)  

Fees Earned or

Paid in Cash

($)

  

Stock Awards

($)(7)

   

Total

($)

 
    Kenneth J. Bacon   100,000   159,993    259,993 
    Karen B. DeSalvo   8,261   14,032    22,293(8)  
    Jeffrey H. Donahue   257,000(3)    159,993    416,993 
    Fred S. Klipsch(2)   34,363   140,010    174,373 
    Geoffrey G. Meyers   109,000   159,993    268,993 
    Timothy J. Naughton   132,000(4)    159,993    291,993 
    Sharon M. Oster   136,500(5)    159,993    296,493 
    Judith C. Pelham   110,000   159,993    269,993 
    Sergio D. Rivera   107,500   159,993    267,493 
    Johnese M. Spisso   8,261   14,032    22,293(8)  
    R. Scott Trumbull   136,500(6)    159,993    296,493 
    Gary Whitelaw   111,500   159,993    271,493 

(1)

Ms. Sullivan was appointed to the Board on February 7, 2019. Consequently, Ms. Sullivan received no compensation from Welltower in 2018 and is not required to be included in this table.

(2)

Mr. Klipsch retired from the Board on May 3, 2018.

(3)

Includes $125,000 additional fee for serving as Chairman of the Board, $15,000 additional fee for serving as Nominating/Corporate Governance Committee Chair and $7,500 additional fee for serving on the Executive Committee.

(4)

Includes $20,000 additional fee for serving as Investment Committee Chair and $7,500 additional fee for serving on the Executive Committee.

(5)

Includes $20,000 additional fee for serving as Compensation Committee Chair and $7,500 additional fee for serving on the Executive Committee.

(6)

Includes $25,000 additional fee for serving as Audit Committee Chair and $7,500 additional fee for serving on the Executive Committee.

(7)

Amounts set forth in this column represent the grant-date fair value calculated in accordance with FASB ASC Topic 718 for deferred stock units granted to thenon-employee directors in 2018 and are based on the closing prices of $54.67 for grants on February 8, 2018 and $55.05 for grants on May 2, 2018, the date of grants for all listed directors other than Dr. DeSalvo and Ms. Spisso, and on the closing price of $72.33 for grants on November 30, 2018, the date of grant for Dr. DeSalvo and Ms. Spisso’s prorated awards. As of December 31, 2018, (a) eachnon-employee director (other than Dr. DeSalvo, Mr. Klipsch, Ms. Spisso and Ms. Sullivan) held an aggregate of 2,924 deferred stock units that had not yet been converted into shares of common stock, (b) Mr. Klipsch held an aggregate of 2,561 deferred stock units that had not yet been converted into shares of common stock, and (c) each of Dr. DeSalvo and Ms. Spisso held an aggregate of 194 deferred stock units that had not yet been converted into shares of common stock.

(8)

Dr. DeSalvo and Ms. Spisso were appointed to the Board on November 30, 2018 and received a pro rata portion of their compensation in 2018 based on the time they served as directors.

The form and amount ofnon-employee director compensation is determined by the Board upon the recommendation of the Compensation Committee. Generally, the Board’s policy is to pay itsnon-employee directors appropriate and competitive compensation so as to ensure Welltower’s ability to attract and retain highly-qualified directors in a manner consistent with recognized corporate governance best practices. Directors who are also employees do not receive additional compensation for their Board service. The Compensation Committee generally reviewsnon-employee director compensation on a semi-annual basis, most recently in November 2018, with its independent compensation consultant, which advises the Compensation Committee on the design and amount of compensation fornon-employee directors. Any changes to thenon-employee director compensation program are then recommended to the full Board for approval.

The compensation program fornon-employee directors for the 2018 calendar year consisted of:

Cash Compensation

$95,000 annual cash retainer, which is an increase of $10,000 from the level in effect for the 2017 calendar year, which was approved after considering market compensation for directors ofsimilarly-sized companies and companies in Welltower’s peer group

Additional Chairman of the Board fee of $125,000 per year

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LOGODirector Compensation

Additional Committee Chair fees of $25,000 per year for the Chair of the Audit Committee, $20,000 for the Chair of the Compensation Committee, $20,000 for the Chair of the Investment Committee, and $15,000 for the Chair of the Nominating/Corporate Governance Committee

Additional Executive Committee fee of $7,500 per year for eachnon-employee member of such committee

If the Board holds more than four meetings in a year, each director will receive $1,500 for each meeting attended in excess of four meetings

If any of the Audit, Compensation, Executive, Investment or Nominating/Corporate Governance Committees holds more than four meetings in a year, each member will receive $1,000 for each meeting attended in excess of four meetings

Equity Compensation

In 2018, thenon-employee directors each received grants of deferred stock units with a value of approximately $160,000 pursuant to the 2016 Long-Term Incentive Plan (orpro-rated awards for directors who served only a portion of the year). Welltower increased the value of the 2018 annual grant of deferred stock units by $20,000 after considering market compensation for directors ofsimilarly-sized companies and companies in Welltower’s peer group. Generally subject to continued service, the deferred stock units granted in 2018 will be converted into shares of common stock on the first anniversary of the date of grant. Recipients of the deferred stock units also received dividend equivalent rights entitling them to cash payment from Welltower in an amount equal to any dividends paid on Welltower’s common stock as and when such amounts are paid.

DIRECTOR STOCK OWNERSHIP GUIDELINESBOARD AND GOVERNANCE HIGHLIGHTS

In February 2018, the Compensation Committee revised Welltower’s minimum stock ownership policy to require eachnon-employee director, within five years of joining the Board, to own shares of common stock with a fair market value of at least five times the annual cash retainer (an increase from the prior guideline of four times such retainer). Shares owned directly and indirectly, restricted shares and deferred stock units count towards these ownership requirements.

Ownership Guidelines for Directors and Named Executives Officers.The current stock ownership guidelines for Directors and Named Executives Officers are as follows:

LOGO

LOGO

LOGO

Multiple of base salaryMultiple of annual cash retainerMultiple of base salary
Chief Executive OfficerNon-Employee DirectorsAll Other Named Executive Officers

10  |Notice of Annual Meeting of Shareholders and 2019 Proxy Statement

Corporate Governance  LOGO

Corporate Governance

    SNAPSHOT OF BOARD & GOVERNANCE INFORMATION

 

Number of Independent DirectorsDirector Nominees Standing for Election

10 

9

Total Number of Director Nominees

11 

10

Number of New Independent Directors over Last Five Years

7
Average Age of DirectorsDirector Nominees Standing for Election

63 

59.2

Average Tenure of DirectorsDirector Nominees Standing for Election (years)

9 

3.3

    Separate ChairmanPercentage of Women and CEO

Racially/Ethnically Diverse Director Nominees Standing for Election

Yes 

90%

    Independent Chairman

Racially/Ethnically Diverse CEO

Yes

Racially/Ethnically Diverse Independent Chair

Yes
Women or Racially/Ethnically Diverse Leadership of Committees80%
Annual Election of All Directors

Yes

Majority Voting for Directors

Yes

Proactively Adopted Proxy Access

Yes

Average Board and Committee Meeting Attendance

99%
Regular Executive Sessions of Independent Directors

Yes

New Director Orientation

Yes

Annual Board and Committee Self-Evaluations

Yes

Annual Review of Management Succession Plans

Yes

Code of Business Conduct and Ethics

Yes

Published Political Contribution Policy

Yes
Overwhelming Shareholder Approval of Say-on-Pay over Last Five Years (% of approval)≥93%
Policies and Practices to Align Executive Compensation with Long-Term Shareholder Interests

Yes

Stock Ownership Requirements for Executives

Yes

Stock Ownership Requirements for Directors

Yes

Anti-Hedging and Anti-Pledging Policies

Yes

Clawback Policy

Yes

 

LOGOROLE OF THE BOARD

In 2018, Welltower amended itsBy-Laws to proactively adopt proxy access, which permits a shareholder, or a group of up to 20 shareholders, owning at least 3% of

Welltower’s outstanding shares of capital stock for at least three continuous years to nominateBoard oversees the CEO and include in Welltower’s proxy materials director nominees comprising up to the greater of two individuals or 20% of the Board, provided that the shareholder(s) and the nominee(s) satisfy the procedural and eligibility requirements specifiedother management in theBy-Laws. day-to-day operations of Welltower and ensures the best interests of Welltower and its shareholders are being served.

 

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  11     

LOGOCorporate Governance

Board Leadership Structure

The Board is responsible for selecting the appropriate Board leadership structure. To do so, the Board periodically reviews theits leadership structure to determine whether it continues to best serve Welltower and its shareholders.

The

At this time, the Board believes the current leadership structure–structure, which separates the separation of the ChairmanChair and Chief Executive OfficerCEO roles, is appropriate at this time.appropriate. The Board is currently led by an independent Chair, Mr. Bacon, who is Welltower’s first racially/ethnically diverse Chair. This structure allows the Chief Executive OfficerCEO to focus his time and energy on operating and managing Welltower and facilitates the Board’s independent oversight.oversight of management and Welltower’s overall corporate governance.

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Board Independence and Qualifications

Pursuant to the Corporate Governance Guidelines, the Board undertook a review of director and director nominee independence in March 2022. During this review, the Board considered transactions and relationships between each director and director nominee, or any member of his or her immediate family, and Welltower and its subsidiaries and affiliates. The purpose of this review was to determine whether any relationships or transactions were inconsistent with a determination that a director or director nominee is independent.

The Board has determined that, other than Mr. Mitra, all of the directors are independent under applicable rules of the New York Stock Exchange (“NYSE”). The Board also determined that, other than Mr. Mitra, all of the directors have no material relationship with Welltower (either directly or as a partner, shareholder or officer of an organization that has a relationship with Welltower) and are therefore independent under applicable rules of the NYSE and the independence standards in Welltower’s Corporate Governance Guidelines. Mr. Mitra is not independent because he is the CEO of Welltower.

80% of Board Committees are led by women or racially/ethnically diverse directors


The Board has standing Audit, Compensation, Executive, Investment and Nominating/Corporate Governance Committees. Other than the Compensation Committee, each of these committees is chaired by either a woman or a racially/ethnically diverse director.

Board and Committee Structure

The current membership and function of each of the Board committees is described below. Each committee is governed by a written charter that is approved by the Board. The charters are available on Welltower’s website at https://welltower.com/investors/governance/.

Kenneth J.
Bacon		Karen B.
DeSalvo		Jeffery H.
Donahue		Philip L.
Hawkins		Dennis G.
Lopez		Shankh
Mitra		Ade J.
Patton		Diana W.
Reid		Sergio D.
Rivera		Johnese M.
Spisso		Kathryn M.
Sullivan		2021
Meetings
Board6
Audit(1)4
Compensation7
Executive1
Investment6
Nominating/
Corporate
Governance		5

 Member Chair

(1)All members of the Audit Committee are financial experts.

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AUDIT COMMITTEE

MEMBERS:

•  Ms. Sullivan (Chair)

•  Mr. Patton

•  Ms. Reid

•  Mr. Rivera

Meetings in 2021: 4

The Audit Committee assists the Board in monitoring Welltower’s financial statements; the independent auditor, including its qualifications and independence; the performance of Welltower’s internal auditor and internal audit function; Welltower’s compliance with legal and regulatory requirements; the effectiveness of Welltower’s internal controls over financial reporting and disclosure controls and procedures; Welltower’s major financial risk exposures, risk assessment, and risk management policies; and Welltower’s information technology systems and information security matters.

The Board has determined that all members of the Audit Committee have the requisite financial literacy under the rules of the NYSE to serve on the Audit Committee and satisfy the definition of “audit committee financial expert” under applicable rules of the Securities and Exchange Commission (“SEC”). Additionally, the Board determined that all of the members of the Audit Committee are independent under the applicable rules of the NYSE and under the separate independence standards for audit committee members under Rule 10A-3 of the Securities Exchange Act of 1934, as amended.

COMPENSATION COMMITTEE

MEMBERS:

•  Mr. Donahue (Chair)

•  Mr. Hawkins

•  Mr. Lopez

•  Ms. Spisso

•  Ms. Sullivan

Meetings in 2021: 7

The Compensation Committee reviews and approves the compensation arrangements for Welltower’s executive officers; reviews and administers Welltower’s stock compensation plans and programs; and reviews and recommends to the Board changes in the Board’s compensation. The Compensation Committee also oversees Welltower’s strategies and policies related to human capital management, including with respect to matters such as diversity and inclusion, workplace environment and culture, and talent development and retention. All of the members of the Compensation Committee are independent under the applicable rules of the NYSE and the SEC and non-employee directors for the purpose of section 16 under the Securities Exchange Act of 1934, as amended.

See “Compensation Discussion and Analysis” for additional information regarding the Compensation Committee.

EXECUTIVE COMMITTEE

MEMBERS:

•  Mr. Bacon (Chair)

•  Mr. Donahue

•  Mr. Mitra

•  Ms. Reid

•  Mr. Rivera

•  Ms. Sullivan

Meetings in 2021: 1

The function of the Executive Committee is to exercise all of the powers of the Board (except any powers specifically reserved to the Board) between meetings of the Board.
INVESTMENT COMMITTEE

MEMBERS:

•  Mr. Rivera (Chair)

•  Dr. DeSalvo

•  Mr. Donahue

•  Mr. Hawkins

•  Mr. Lopez

Meetings in 2021: 6

The Investment Committee reviews Welltower’s investment guidelines and policies; reviews and approves certain developments, investments, and dispositions; reviews senior management’s development, investment and disposition plans; makes recommendations to the Board regarding investments requiring the Board’s approval; reviews and periodically evaluates the performance of Welltower’s investments; and reviews and makes recommendations to the Board regarding appropriate approval levels of authority granted to the Investment Committee and to senior management.
NOMINATING/CORPORATE GOVERNANCE COMMITTEE

MEMBERS:

•  Ms. Reid (Chair)

•  Dr. DeSalvo

•  Mr. Patton

•  Ms. Spisso

Meetings in 2021: 5

The Nominating/Corporate Governance Committee engages in succession planning for the Board and key leadership roles on the Board and its committees; identifies potential candidates to fill Board positions; makes recommendations to the Board concerning the size and composition of the Board and its committees; oversees and makes recommendations regarding corporate governance matters, including an annual review of Welltower’s Corporate Governance Guidelines; oversees the annual evaluation of the performance of the Board and its committees; reviews environmental sustainability issues and Welltower’s environmental sustainability practices; and oversees Welltower’s political contributions and policies and practices regarding political contributions. All of the members of the Nominating/Corporate Governance Committee are independent under the applicable rules of the NYSE.

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BOARD FUNCTIONS AND POLICIES

Board Meetings and Attendance

Welltower’s policy is to encourage all directors to attend the annual meeting. All then-serving directors attended last year’s annual meeting of shareholders.

The Board met six times during the year ended December 31, 2021. Each meeting was followed by an executive session of the independent directors.

The Chair presides at all meetings of the shareholders and of the Board and all executive sessions of the independent directors.

In 2021, all incumbent directors attended at least 99% of the aggregate of the meetings of the Board and the committees on which they served.

Governing Documents

The Board has adopted Corporate Governance Guidelines that meet the listing standards adopted by the NYSE and a Code of Business Conduct and Ethics that meets the NYSE’s listing standards and complies with the rules of the SEC. The Corporate Governance Guidelines and Code of Business Conduct and Ethics are available on Welltower’s website at www.welltower.com/investors/governance.

Pursuant to the Corporate Governance Guidelines, the Board undertook a review of director independence in February 2019. During this review, the Board considered transactions and relationships between each director, or any member of his or her immediate family, and Welltower and its subsidiaries and affiliates. The purpose of this review was to determine whether any relationships or transactions were inconsistent with a determination that a director is independent.

The Board determined that other than Mr. DeRosa, all of the directors are independent under applicable rules of the NYSE. The Board also determined that other than Mr. DeRosa, all of the directors have no material relationship with Welltower (either directly or as a partner, shareholder or officer of an organization that has a relationship with Welltower) and are therefore independent under applicable rules of the NYSE and the independence standards in the Corporate Governance Guidelines. Mr. DeRosa is not independent because he is the Chief Executive Officer of Welltower.

The Board has standing Audit, Compensation, Executive, Investment and Nominating/Corporate Governance Committees.

The Board determined that:How We Identify Director Nominees

 

all

Consider current Board skill sets and needs Check conflicts of the members of the Audit Committee are independent under the applicable rules of the NYSEinterest and the independence standards in the Corporate Governance Guidelines and under the separate independence standards for audit committee members underRule 10A-3 of the Securities Exchange Act of 1934, as amended;

all of the members of the Compensation Committee are independent,non-employee and outside directors, as the case may be, under the applicable rules of the NYSE, SEC and Internal Revenue Service; and

all of the members of thereferences Nominating/Corporate Governance Committee dialogue Ensure Board is strong in core competencies of strategic oversight, corporate governance, shareholder advocacy and leadership and has diversity of expertise and perspectives to meet existing and future business needs All candidates are independent under the applicable rulesscreened for conflicts of the NYSE.

Welltower’s policy is to schedule a meeting of theinterest and independence Board on the date of the annual meeting of shareholdersdialogue and all of the directors are encouraged to attend that meeting. All then-serving directors attended last year’s annual meeting of shareholders.

The Chairman presides at all meetings of the shareholders and of the Board.

The Board met nine times during the year ended December 31, 2018. Executive sessions of independent directors are held after regularly scheduled meetings of the Board. The Chairman presides at all such sessions or meetings of the independent directors.

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Corporate Governance  LOGO

In 2018, all incumbent directors attended at least 75% of the aggregate of the meetings of the Board and the committees on which they served.

LOGO THE BOARD AND COMMITTEES Bacon, Kenneth J. De Rosa, Thomas J. De Salvo, Karen B. Donahue Jeffry H. Meyers, Geoffrey G. Naughton, Timothy J. Oster, Sharon M Pelham, Judith C. Rivera Sergio D Spisso, Johnese M. Sullivan, Kathryn M. Trumbull, R. Scott Whitelaw, Gary Board Audit Compensation Executive Investmentdecision Nominating/Corporate Governance

Audit Committee

The Audit Committee assists the Board in monitoring Welltower’s financial statements; the independent auditor, including its qualificationsdialogue Meet with qualified candidates Consider shortlisted candidates, and independence; the performance of Welltower’s internal auditor and internal audit function; Welltower’s compliance with legal and regulatory requirements; the effectiveness of Welltower’s internal controls over financial reporting and disclosure controls and procedures; Welltower’s major financial risk exposures, risk assessment, and risk management policies; and Welltower’s information technology systems. The Audit Committee met seven times during the year ended December 31, 2018. The members of the Audit Committee are Mr. Meyers, Mr. Rivera and Mr. Trumbull, with Mr. Trumbull serving as Chair.

The Audit Committee is comprised of directors who the Board has determined have the requisite financial literacy under the rules of the NYSE to serve on the Audit Committee. Additionally, the Board determined that no member of the Audit Committee has any material relationship with Welltower that might interfere with the exercise of the member’s independent judgment.

The Board, after reviewing all of the relevant facts and circumstances, determined that Mr. Meyers, Mr. Rivera and Mr. Trumbull are “audit committee financial experts” as defined under applicable SEC rules.

The Audit Committee is governed by a written charter approved by the Board. The charter is available on Welltower’s website at www.welltower.com/auditcharter.

Compensation Committee

The Compensation Committee reviews and approves the compensation arrangementsdeliberations, recommend candidates for Welltower’s executive officers, reviews and administers Welltower’s stock compensation plans and programs, and reviews and recommendselection to the Board changes in the Board’s compensation. The Compensation Committee met six times during the year ended December 31, 2018. The membersEnsure appropriate personal qualities, such as independence of the Compensation Committee are Mr. Bacon, Mr. Naughton, Ms. Ostermind, tenacity, and Ms. Pelham, with Ms. Oster serving as Chair.

The Compensation Committee is governed by a written charter approved by the Board. The charter is available on Welltower’s website at www.welltower.com/investors/governance. See “Compensation Discussion and Analysis” for additional information regarding the Compensation Committee.

Executive Committee

The function of the Executive Committee isskill set to exercise all of the powers of the Board (except any powers specifically reserved to the Board) between meetings of the Board. The Executive Committee is also responsible for reviewing and approving Welltower’s investments between meetings of the Board. The Executive Committee did not meet in 2018. The members of the Executive Committee are Mr. DeRosa, Mr. Donahue, Mr. Naughton, Ms. Oster and Mr. Trumbull, with Mr. Donahue serving as Chair.existing or future business needs

 

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  13     

LOGOCorporate Governance

Investment Committee

The Investment Committee reviews Welltower’s investment guidelines and policies; reviews and approves certain developments, investments, and dispositions; reviews senior management’s development, investment, and disposition plans; makes recommendations to the Board regarding investments requiring the Board’s approval; reviews and periodically evaluates the performance of Welltower’s investments; and reviews and makes recommendations to the Board regarding appropriate approval levels granted to the Investment Committee and to senior management. The Investment Committee met six times during the year ended December 31, 2018. The members of the Investment Committee are Mr. Bacon, Mr. Naughton, Mr. Rivera and Mr. Whitelaw, with Mr. Naughton serving as Chair.

Nominating/Corporate Governance Committee

Responsibilities and Members. The Nominating/Corporate Governance Committee engages in succession planning for the Board and key leadership roles on the Board and its committees; identifiesWhen seeking potential candidates to fill Board positions; makes recommendations todirectors, the Board concerning the size and composition of the Board and its committees; oversees and makes recommendations regarding corporate governance matters, including annual review of Welltower’s Corporate Governance Guidelines; oversees the annual evaluation of the performance of the Board and its committees; and reviews environmental sustainability issues and Welltower’s environmental sustainability practices. The Nominating/Corporate Governance Committee met eleven times during the year ended December 31, 2018. The members of the Nominating/Corporate Governance Committee are Mr. Donahue, Mr. Meyers, Ms. Oster, Ms. Pelham and Mr. Whitelaw, with Mr. Donahue serving as Chair.

The Board has determined that no member of the Nominating/Corporate Governance Committee has any material relationship with Welltower that might interfere with the member’s exercise of his or her independent judgment.

The Nominating/Corporate Governance Committee is governed by a written charter approved by the Board. The charter is available on Welltower’s website at www.welltower.com/investors/governance.

Consideration of Director Nominees. The Board generally looks for individuals who have displayed high ethical standards, integrity, and sound business judgement.judgment. The Board also believes that a nominee for director should be a current or have beenformer senior leader (such as a senior manager, chief operating officer, chief financial officer, or chief executive officer or other leaderofficer) of a complex organization such as a corporation (including a principal business unit or division of a corporation), university, foundation or governmental entity or unit or, if in a professional capacity,otherwise be accustomed to dealing with complex problems, or otherwise have obtained and excelled in a position of leadership.organizational issues. In addition, directors and nominees for director should have the education, experience, intelligence, independence, fairness, reasoning ability, practical wisdom, and vision to exercise sound business judgment and should have high personal and professional ethics,judgment; strength of character, integritycharacter; and values. Also,We also expect directors and nominees for director shouldto be available and willing to attend regularly scheduled meetings of the Board and its committees and otherwise able to contribute a reasonable amount of time to Welltower’s affairs, with participation on other boards of directors encouraged to provide breadth of experience to the Board. However, directors may not serve on the boards of more than four other public companies. Directors who are chief executive officers of public companies may not serve on the boards of more than two other public companies, in addition to Welltower’s Board. While the Board has not established term limits, unless otherwise determined by the Board, no person shall be nominated for election as a director after his or her 75th birthday. Under theaffairs.

By-Laws,WELLTOWER in order to serve as a director, an individual must beneficially own at least 100 shares of Welltower’s common stock, unless the Board determines otherwise by resolution.•2022 Proxy Statement     13

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In identifying and evaluating nominees for director, the Nominating/Corporate Governance Committee first looks at the overall size and structure of the Board and the experience, skills, diversity and other qualities represented onalready represented. This process helps the Board. Second, taking into consideration the characteristics mentioned above, the Nominating/Corporate Governance Committee determinescommittee determine if there are any specific qualities or skills that would complement the Board’s existing strengths of the Board.strengths. The Nominating/Corporate Governance Committee takes diversity into account in identifying and evaluating nominees for director. The Nominating/Corporate Governance Committee considers diversity in terms ofWe view “diversity” broadly to include (1) professional experience, including experience in Welltower’s primary business segments and in areas of possible future expansion,expansion; (2) educational backgroundbackground; and (3) age, race, gender and national origin.

The Nominating/Corporate Governance Committee uses multiple sources for identifying and evaluating nominees for director, including referrals from current directors and management, and may seek input from third partythird-party executive search firms retained at Welltower’s expense.firms. If the Nominating/Corporate Governance Committee retains one or more search firms, suchthose firms may be asked to identify possible nominees, interview and screen such nomineescandidates, and act as a liaison between the Nominating/Corporate Governance Committee and each nomineecandidate during the screening and evaluation process.

The Nominating/Corporate Governance Committee will review the résumé and qualifications of each candidate based on the criteria described above and determine whether the candidate would add value to the Board. With respect to candidates that are determined

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Corporate Governance  LOGO

byOnce the Nominating/Corporate Governance Committee to be potential nominees,identifies promising candidates, the Nominating/Corporate Governance Committee will obtain such background and reference checks as it deems necessary, and the Chair of the Nominating/Corporate Governance Committee and the ChairmanChair of the Board will interview qualified candidates. Once it is determined that a candidate is athose individuals. Candidates who are good prospect, the candidate will beprospects are invited to meet the other members of the Nominating/Corporate Governance Committee. If the candidate isCommittee, and if approved, by the Nominating/Corporate Governance Committee, the candidate will have an opportunity to meet with the remaining directors and management. At the end of this process, if the Nominating/Corporate Governance Committee determines that the candidate will be able tocan add value to the Board and the candidate expresses his or heran interest in serving on the Board, the Nominating/Corporate Governance Committee will then recommend to the Board that the candidate stand for election by the shareholders or fill a vacancy or newly creatednewly-created position on the Board. Each year, the Board and

In determining to nominate Mr. Bacon for re-election, the Nominating/Corporate Governance Committee evaluate the size, composition and diversity of the Board as partcarefully evaluated and took into account that Mr. Bacon serves on the boards of Ally Financial Inc., Arbor Realty Trust, and Comcast Corporation. The Nominating/Corporate Governance Committee determined, and the Board concurred, that Mr. Bacon is a valuable, productive, and Committee self-evaluation process. These self-evaluations helpfully engaged director who should be re-elected to the Board. In reaching this conclusion, the Nominating/Corporate Governance Committee assesstook note of Mr. Bacon’s valuable role on the effectiveness ofBoard, his ongoing support in the foregoing procedures for identifyingseamless leadership transition to Mr. Mitra and evaluating nominees for director.

A third-party recruiting firm retainedstellar attendance record, and determined that Mr. Bacon’s contributions to Welltower are not compromised by the Nominating/Corporate Governance Committee identified, evaluated and recommended eachnumber of Dr. DeSalvo, Ms. Spisso and Ms. Sullivan as a potential nominee for director. The Nominating/Corporate Governance Committee, through the process described above, recommended to the Board that each of Dr. DeSalvo, Ms. Spisso and Ms. Sullivan be appointed as a director. The Board appointed Dr. DeSalvo and Ms. Spisso as members of the Board in November 2018 and Ms. Sullivan as a member of the Board in February 2019.other boards on which he sits.

CANDIDATES SUBMITTED BY SHAREHOLDERS

The Nominating/Corporate Governance Committee will consider qualified Board nominees recommended by shareholders. Nominees for director who are recommended by shareholders whowill be evaluated in the same manner as any other nominee for director.

Recommendations may submit recommendationsbe submitted to the Nominating/Corporate Governance Committee in care of the SeniorExecutive Vice President - General Counsel & Corporate Secretary, Welltower Inc., 4500 Dorr Street, Toledo, Ohio 43615. The Nominating/Corporate Governance Committee requires that shareholdermust receive recommendations for director nominees to be submittedconsidered at our 2023 annual meeting by November 23, 2019 and be accompanied byDecember 9, 2022. Such recommendations must include (1) the name, age, business address and, if known, residence address of the nominee, (2) the principal occupation or employment of the nominee for at least the last five years and a description of the qualifications of the nominee, (3) the class or series and number of shares of Welltower’s stock that are owned beneficially or of record by the nominee, and (4) any other information relating to the nominee that is required to be disclosed in solicitations for proxies for election of directors under Regulation 14A of the U.S. Securities Exchange Act of 1934, as amended, together with a written statement from the nominee that he or she consents to serve, if elected, and includes certain representations, and any questionnaires required to be completed by Welltower directors.

Also, the shareholder making the recommendation should include (1) his or her name and record address, together with the name and address of any other shareholder known to be supporting the nominee, and (2) the class or series and number of shares of Welltower’s stock that are owned beneficially or of record by the shareholder making the recommendation and by any other supporting shareholders. Nominees for director who are recommended by shareholders will be evaluated in the same manner as any other nominee for director.

In addition to the right of shareholders to recommend director nominees to the Nominating/Corporate Governance Committee, theBy-Laws provide that a shareholder entitled permit eligible shareholders to vote for the election of directors may make nominations at a meeting of shareholders of personscandidates for election to the Board and to have their director nominees included in Welltower’s proxy materials if the shareholder has compliedor shareholders comply with specified prior notice requirements. To be timely, a shareholder’s notice of an intent to nominate a director at a meeting of shareholders must be in writing and delivered to the Senior VicePresident - General Counsel & Corporate Secretary no later than 90 days and no earlier than 120 days prior to the first anniversary of the preceding year’s annual meeting.

With respect to the 2020 Annual Meeting of Shareholders, such a notice must be received by the Senior Vice President - General Counsel & Corporate Secretary on or after January 3, 2020, but no later than February 2, 2020.

In 2018, Welltower amended itsBy-LawsWELLTOWER to permit a shareholder, or a group of up to 20 shareholders, owning at least 3% of Welltower’s outstanding shares of capital stock for at least three continuous years to nominate and include in our proxy materials director nominees comprising up to the greater of two individuals or 20% of the Board, provided that the shareholder(s) and the nominee(s) satisfy the procedural and eligibility requirements specified in theBy-Laws.• Notice of director nominations submitted under these proxy accessBy-Law2022 Proxy Statement      provisions must be delivered to the Senior Vice President - General Counsel & Corporate Secretary no later than 120 days and no earlier than 150 days prior to the first anniversary of the date on which Welltower first mailed or otherwise gave notice for the prior year’s annual meeting. Requests to include shareholder-nominated candidates in Welltower’s proxy materials for next year’s annual meeting must be received by the Senior Vice President - General Counsel & Corporate Secretary on or after October 24, 2019 but no later than November 23, 2019.14

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TheBy-Laws further require that any such notice relating to a director nominee, whether provided in accordance with the advance notice or the proxy access provisions of theBy-Laws, include, in addition to certain other requirements set forth in theBy-Laws, all of

Notice of Annual Meeting of Shareholders and 2019 Proxy Statement   |

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LOGOCorporate Governance

the information specified in the paragraph above for shareholder recommendations to the Nominating/Corporate Governance Committee for director nominees.

Welltower may require that the proposed nominee furnish other information as Welltower may reasonably request to assist in determining the eligibility of the proposed nominee to serve as a director. At any meeting of shareholders, the ChairmanChair of the Board may disregard the purported nomination of any person not made in compliance with these procedures. For additional information regarding the deadlines under the advance notice and proxy access provisions of the By-Laws for our 2023 Annual Meeting of Shareholders, see pages 70-71.

Leadership Team

The Leadership Team guides the organization in developing and delivering the strategic plan, achieving Welltower goals and objectives, and successfully positioning Welltower in the market. The Leadership Team consistsTeam—made up of all executive officers andour Named Executive Officers, senior vice presidents, and certain vice presidents—is responsible for developing and executing Welltower’s strategic plan and establishing and achieving the plan’s goals and objectives. Of the eighteen members on the Leadership Team, nine are women and/or racially/ethnically diverse.

To view the biographies of Welltower.the members of Welltower’s Leadership Team, please visit https://welltower.com/about-us/leadership-team/.

Board Oversight of Risk Management

The Board and the Leadership Team play a vital role in overseeing the management of Welltower’s risks. The Board regularly reviews Welltower’s significant risk exposure, including operational, strategic, financial, legal, environmental sustainability and regulatory risks. The Board and the Audit Committee review the management of financial risk and Welltower’s policies regarding risk assessment and risk management. The Audit Committee reviews and discusses with management the strategies, processes and controls pertaining to the management of Welltower’s information technology operations, including cyber risks and information security. Annually, the Audit Committee receives a cybersecurity update from management, which covers the status of projects to strengthen Welltower’s security systems and improve cyber readiness as well as existing and emerging threat landscapes. The Audit Committee also oversees Welltower’s compliance program with respect to legal and regulatory requirements, including Welltower’s Code of Business Conduct and Ethics and itsour policies and procedures for monitoring compliance.

The Board and the Compensation Committee review the management of risks relating to Welltower’s compensation plans and arrangements. The Board and the Nominating/Corporate Governance Committee review the management of risks relating to compliance, environmental sustainability and Welltower’s corporate governance policies. The Leadership Team is responsible for the identification, assessment and management of risks and has established an Enterprise Risk Management Committee to assureensure that appropriate risk identification and mitigation procedures are incorporated into theWelltower’s daily activities and decision-making of Welltower.decision-making. This Committee is led by the SeniorExecutive Vice President - General Counsel & Corporate Secretary and includes four additional members of the Leadership Team. Additionally, periodic risk reviews are performed with business unit leaders to reviewassess the likelihood of adverse effects, the potential impact of those risks, risk tolerances and mitigating measures.

The Board meets at regular intervals with the Leadership Team and key members of management who are primarily responsible for risk management to review Welltower’s significant risk exposures. A report detailing risks identified and the results of mitigation efforts is provided to the Board on a regular basis, including the results of risk mitigation testing performed by Internal Audit. To ensure that cybersecurity is an organization-wide effort, Welltower provides annual cybersecurity training for all employees with network access and maintains a security risk insurance policy. We are not aware of any information security breaches within the last three years.

 

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Key Risk Oversight Responsibilities of the Board and its Committees

Audit
Committee

•Compensation
Committee		Investment
Committee		Nominating/
Corporate
Governance
Committee		Board of
Directors
Financial reporting

•

●●
Internal controls over financial reporting

•

●●
Information technology and security

•

●●
Legal and regulatory compliance

 

Compensation Committee

•●

●
Compensation plans and arrangements

•

●●
CEO and executive management

succession planning

 

Nominating/

●●
People●●
Acquisitions/Dispositions●●
Development projects●●
Loan and equity investments●●
Corporate Governance Committee

•    Environmentalgovernance

 ●●
Corporate social responsibility and sustainability

• matters

 ●●
Inclusion and diversity ●●
Shareholder engagement program

•    Corporate governance

 ●●

Annual Board Self-Evaluation

Each year, the Board and the Nominating/Corporate Governance Committee evaluate the effectiveness, size, composition and diversity of the Board as part of the Board and Committee self-evaluation process. These self-evaluations help the Nominating/Corporate Governance Committee assess the effectiveness of our procedures for identifying and evaluating nominees for director. In addition, every two years, the Nominating/Corporate Governance Committee engages an independent third party to conduct the Board and Committee self-evaluation process, which includes one-on-one meetings between the independent third party and each Board member.

Succession Planning

The Board isand the Nominating/Corporate Governance Committee are actively engaged in succession planning. The Compensation Committee conducts an annual review of the Chief Executive Officer’sCEO’s performance and oversees the performance evaluations of the other Named Executive Officers.

Annually, the Board discusses succession plans for the Chief Executive OfficerCEO and other members of senior management. SuccessionThis succession planning addresses both succession in the ordinary course of business and contingency planning in case of unexpected events. Each of the Chief Executive Officer’sCEO’s direct reports meets quarterly with the Chief Executive OfficerCEO to discuss development plans and opportunities. The Board also consults with the Chief Executive OfficerCEO regarding future candidates for senior leadership positions, succession timing for those positions, and development plans for the candidates with the greatest potential. This process facilitates a meaningful discussion regarding all senior leadership positions, ensures continuity of leadership over the long term, and forms the basis on which Welltower makes ongoing leadership assignments.

 

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Corporate Governance  LOGO

Limits on Board Service

 

Corporate SustainabilityWe encourage directors to serve on other boards of directors to gain breadth of experience that is useful to the Board. However, directors may not serve on the boards of more than three other public companies. Directors who are chief executive officers of public companies may not serve on the boards of more than one other public company, in addition to Welltower’s Board.

Operating in a sustainable, responsible and transparent manner is important to Welltower. By focusing on environmental, social and governance leadership, Welltower provides value to shareholders. Welltower reduces its utility costs, is better prepared to address emerging environmental, social and governance risks and can use its efforts to attract and retain a talented and diverse workforce. Welltower’s commitment to sustainability is a key part of who it is and

Retirement Policy

While the Board has led it tonot established formal term limits, no person may be recognizednominated for election as a leader in its industry. Some highlights of Welltower’s corporate sustainability efforts in 2018 are detailed below:

2018 Highlights

LOGO   ENERGYdirector after his or her 75th birthday.

 

•   Consumed over 50,000 MWh of renewable energy across Welltower’s medical office building portfolio, which represents 18% of electricity load. Welltower’s use of renewable energy across its operations have led to it being recognized as a Green Power Partner by the U.S. EPA.

•   Completed its 200th LED lighting retrofit. These upgrades will save over $5 million in utility costs annually and reduce Welltower’s energy usage and greenhouse gas emissions.

•   Benchmarked over 24.8 million square feet in EPA’s ENERGY STAR Portfolio Manager® to track performance over time, set goals and recognize high performance properties.

LOGO   BUILDINGS

•   Earned the ENERGY STAR® certification for superior energy performance at 27 buildings across the portfolio in 2018, which brings the total number of buildings that have received this certification to 78.

•   Earned IREM Certified Sustainability Property at 14 properties in 2018 for a total of 24 IREM Certified Sustainable Properties across the portfolio.

•   Announced a second senior living development site in Manhattan, New York that will be developed to achieve LEED certification.

LOGO   SOCIAL RESPONSIBILITY

•   Recently announced three appointments to the Board, which increases the representation of independent directors who are women or individuals from minority groups to 55%.

•   Signed the CEO Action for Diversity & Inclusion™, joining leaders such as American Express, Boston Scientific and Johnson & Johnson, pledging to actively support a more inclusive workplace.

•   Endorsed the UN Women’s Empowerment Principles, demonstrating its ongoing commitment to gender equality and women’s empowerment.

•   Provided, through the Welltower Charitable Foundation, over $600,000 in support to local and national organizations focused on health and wellness, the arts and culture and education.

LOGO For additional information regarding Welltower's sustainability program, Please visit Welltower's website at www.welltower.com/responsibility/.

LOGO   RECOGNITION

•   Acknowledged as the only healthcare REIT and one of two U.S.-based REITs to be named to the Dow Jones Sustainability World Index. The Dow Jones Sustainability World Index represents the top 10% of companies in the S&P Global Broad Market Index in terms of their sustainability performance. Welltower was also named to the Dow Jones Sustainability North America Index for the third consecutive year.

•   Recognized as a Winning Company by 2020 Women on Boards for board diversity.

•   Received Silver Level recognition in the American Heart Association’s Workplace Health Achievement Index for Welltower’s efforts to build a culture of health and wellness in the workplace.

•   Received listing in the RobecoSAM 2018 Sustainability Yearbook, which recognizes the top 15% of organizations in their industry for their environmental, social and governance leadership.

•   Designated as a GRESB Green Star for sustainability performance for the fourth consecutive year.

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LOGOCorporate Governance

Compensation Committee Interlocks and Insider Participation

Mr. Bacon, Mr. Naughton, Ms. Oster and Ms. Pelham were members of the Compensation Committee during 2018.

None of the members of the Compensation Committee is or has been an executive officer or employee of Welltower, nor did any of them have any relationships requiring disclosure by Welltower under Item 404 of SEC RegulationS-K. None of Welltower’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity from which an executive officer of which served as a director of Welltower or member of the Compensation Committee during 2018.2021.

Communications with the Board

Shareholders and other parties interested in communicating with the Board or any specific directors, including thenon-executive Chairman Chair or thenon-employee or independent directors as a group, may do so by writing to: The Board of Directors, Welltower Inc., 4500 Dorr Street, Toledo, Ohio 43615.

The Nominating/Corporate Governance Committee has approved a process for handling letters received by Welltower and addressed to members of the Board. Under that process, the SeniorExecutive Vice President - General Counsel & Corporate Secretary reviews all such correspondence and regularly forwards to the Board a summary of the correspondence (with copies of the correspondence attached) that, in the opinion of the SeniorExecutive Vice President - General Counsel & Corporate Secretary, relates to the functions of the Board or its committees thereof or that he otherwise determines requiresrequire their attention (for example, if theattention. If a communication received relates to questions, concerns or complaints regarding accounting, internal control over financial reporting andor auditing matters, it will be summarized and forwarded to the Chair of the Audit Committee for review).review. Directors may at any time review a log of all correspondence received by Welltower that is addressed to members of the Board and request copies of such correspondence.

 

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SHAREHOLDER ENGAGEMENT

Welltower regularly engages in outreach efforts with shareholders relating to our business, executive compensation program, diversity and inclusion, and environmental, social and governance issues. This outreach program is conducted by a cross-functional team, including members of our Capital Markets, Finance, and Legal teams and the Board. We share the feedback we receive from our shareholders with all members of the Board, which gives directors valuable insight into shareholders’ views about Welltower and informs the Board’s decisions.

Welltower engages with shareholders year-round. The below graphic illustrates key elements of this engagement.

Engage with investors to understand executive compensation and environmental, social and governance priorities Share investor feedback with the Board Review vote results from our most recent annual meeting of shareholders, including the results of the say-on-pay vote, and engage with investors about these results Evaluate proxy season trends, corporate governance best practices, regulatory developments, and our current practices Share investor feedback with the Board Review and gather feedback from investors on any changes made to executive compensation and environmental, social, and governance matters Review end of year results with investors Share investor feedback with the Board

Welltower believes that frequent shareholder engagement is important to understanding varying perspectives on key issues and ensuring we implement best practices. In 2021, members of senior management conducted hundreds of meetings with shareholders, investors and analysts to discuss a number of topics, including financial results; Welltower strategy, objectives and performance; sustainability initiatives; compensation metrics; corporate governance initiatives; and industry trends. As part of our outreach, we engaged with several top shareholders on the topics of our business, executive compensation program, diversity and inclusion efforts, and environmental, social and governance issues. We value shareholder feedback on all topics of governance, and the feedback received is an important component of Board and committee discussions and decisions.

In addition to investor engagement, Welltower’s outreach efforts during 2021 included frequent business update presentations. Management viewed these updates as critical in keeping shareholders apprised of the impact of the COVID-19 pandemic on our business and operator responses to keep residents and staff safe.

For more information about our 2021 shareholder outreach program, see “Compensation Discussion and Analysis-Shareholder Outreach Initiatives” later in this Proxy Statement.

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Proposal 1 – Election of Directors

Welltower’s By-Laws provide that the Board shall have between three and 15 members, with the exact number to be fixed by the Board from time to time. The Board has fixed the number of directors at 11. There are 10 Board nominees recommended for election at the Annual Meeting. The number of directors will automatically be decreased from 11 to 10 if the 10 Board nominees are elected at the Annual Meeting.

The shares represented by your proxy will be voted “for” the election of each of the nominees named below, unless you indicate in the proxy that your vote should be cast “against” any or all of them or that you “abstain.” Each nominee elected as a director will continue in office until the next annual meeting of shareholders and until his or her successor has been duly elected and qualified, or until the earliest of his or her resignation, removal or death. If any nominee declines or is unable to accept such nomination to serve as a director (which the Board does not now expect will happen), the Board reserves the right to substitute another person as a Board nominee, or to reduce the number of Board nominees, as it deems advisable. The proxy solicited hereby will not be voted to elect more than 10 directors.

Except in a contested election, each Board nominee will be elected only if the number of votes cast “for” the nominee’s election exceeds the number of votes cast “against” such nominee’s election. In a contested election (where the number of director nominees exceeds the number of directors to be elected), the vote standard will be a plurality of the votes cast.

Under Welltower’s By-Laws, any incumbent director nominee who receives a greater number of votes “against” his or her election than votes “for” such election will tender his or her resignation for consideration by the Nominating/Corporate Governance Committee. The Nominating/Corporate Governance Committee will recommend to the Board the action to be taken with respect to such offer of resignation. The Board will act on that recommendation within 90 days from the date of the certification of election results and publicly disclose its decision and the rationale behind it.

THE BOARD OF DIRECTORS OF WELLTOWER UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE 10 NOMINEES. Each nominee receiving more votes “for” his or her election than votes “against” his or her election will be elected.

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SUMMARY OF BOARD SKILLS AND DIVERSITY

Our directors have an effective mix of backgrounds, diversity, experience, knowledge, and skills. The table below provides a summary of certain collective competencies and attributes of the director nominees. The table does not encompass all of any director’s skills or experience, and the absence of an indicator for a particular item does not mean that the director does not possess that skill or experience. We look to each director to be knowledgeable in all of these areas, and the absence of an indicator for a particular item does not mean a director is unable to contribute to the Board’s decision-making process. Rather, the indicator represents that the item is a core competency that the director brings to the Board.

18  |Category Notice of Annual Meeting of ShareholdersProfile / Skills and 2019 Proxy Statement

Kenneth J.
Bacon		Karen B.
DeSalvo		Philip L.
Hawkins		Dennis G.
Lopez		Shankh
Mitra		Ade J.
Patton		Diana W.
Reid		Sergio D.
Rivera		Johnese M.
Spisso		Kathryn M.
Sullivan
Executive OfficersMale●●●●●●    LOGO
Female ●●●●
Asian●
Black or African American●●
Hispanic or Latino●●
Native Hawaiian or Other Pacific Islander
Two or more Races
White●●●●●
 Banking / Finance / Accounting●●●●●●
Financial Expert●●●●●●●●●
Health Systems●●●●
Large Cap Public Companies●●●●●●●
Operations●●●●●
Outpatient Medical●●●
REITs●●●●●●
Real Estate●●●●●●
Seniors Housing●●●
New or Existing Markets●●●●●●
Cybersecurity/Information Technology●●●●
Enterprise Risk Management●●●●●
Government / Public Policy●●●
Innovation Technology / Data●●●
International●●●●
Leadership Development + Succession●●●●●●●●●●
Retail / Institutional Investor Relations●●●●●●●
Strategy, Marketing, PR, Branding●●●●●●●
Environmental●●●●●
Social●●●●●
Governance●●●●●

 

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Executive OfficersDIRECTOR NOMINEES

The following information is furnished as to the executive officers of Welltower:

 

SHANKH MITRA, Chief Executive Officer & Chief Investment Officer
  LOGO

Age 41

Director
since: 2020

Welltower
Committees:

•  Executive

  

THOMAS J.EDUCATION:

DEROSA•  BA – Engineering, Jadavpur University

Age:61•  MBA – Columbia Business School

 

OTHER CURRENT PUBLIC COMPANY

DIRECTORSHIPS:

•  Public Storage

KEY SKILLS AND EXPERIENCE:

Mr. DeRosa Mitra has served as Welltower’s Chief Executive Officer since April 2014. Mr. DeRosa’s biographical information is set forth under “Directors to be Elected” above.

  LOGO

JOHN A.

GOODEY

Age:46

Mr. Goodey hasOctober 2020 and its Chief Investment Officer since August 2018. He served as Welltower’s Executive Vice President -Chair – Chief FinancialOperating Officer sinceand Chief Investment Officer from April 2020 to October 2017. Mr. Goodey2020. From January 2018 to August 2018, he served as Welltower’s Senior Vice President - International– Investments and, from May 2014 to October 2017. Mr. Goodey served as managing director at Barclays Capital from December 2009 to May 2014 and director at Deutsche Bank from 1997 to 2009.

  LOGO

MERCEDES T.

KERR

Age:50

Ms. Kerr has served as Welltower’s Executive Vice President - Business & Relationship Management since January 2017. Ms. Kerr served as Welltower’s Executive Vice President - Business Development from July 2016 to January 2017, as Senior Vice President - Business Development from July 2015 to July 2016, as Senior Vice President - Marketing from September 2010 to July 2015 and as Vice President - Marketing from April 2008 to September 2010.

  LOGO

SHANKH

MITRA

Age:38

Mr. Mitra has served as Welltower’s Executive Vice President - Chief Investment Officer since August 2018.2018, Mr. Mitra served as Welltower’s Senior Vice President - Investments from January 2018 to August 2018. Mr. Mitra served as Welltower’s Senior Vice President -– Finance & Investments from January 2016Investments. Prior to January 2018. From July 2013 to December 2015,joining Welltower, Mr. Mitra served as Portfolio Manager, Real Estate Securities at Millennium Management. Mr. Mitra servedManagement, LLC from July 2013 to October 2015, as a Senior Analyst at Citadel Investment Group from April 2012 to June 2013, and as a Senior Analyst at Fidelity Investments from June 2009 to March 2012.

Among other qualifications, Mr. Mitra has extensive knowledge of and experience in the real estate industry and capital markets. His day-to-day leadership as Chief Executive Officer & Chief Investment Officer provides him with intimate knowledge of Welltower’s business and operations.

 
KENNETH J. BACON, Chair & Independent Director

 

  LOGO

Age 67

Director
since: 2016

Welltower
Committees:

•  Executive
(Chair)

  

MATTHEW G.EDUCATION:

MCQUEEN•  BA – Anthropology, Stanford University

•  MSc – International Relations, London School of Economics

Age:46•  MBA – Finance & Strategy, Harvard Business School

 

OTHER CURRENT PUBLIC COMPANY

DIRECTORSHIPS:

•  Ally Financial Inc. (Risk Committee Chair)

•  Arbor Realty Trust

•  Comcast Corporation (Governance and Directors Nominating Committee Chair)

FORMER PUBLIC COMPANY DIRECTORSHIPS

•  Forest City Realty Trust, Inc.

KEY SKILLS AND EXPERIENCE:

Mr. McQueen Bacon has served as Welltower’s SeniorChair of the Board since October 2020. Mr. Bacon is a co-founder of RailField Realty Partners (a financial advisory and asset management firm) and has served as RailField’s managing partner since 2012. Prior to launching RailField, Mr. Bacon spent 19 years at Fannie Mae, most recently serving as Executive Vice President - General Counsel & Corporate Secretary sinceof the multifamily mortgage business from July 2016.2005 to March 2012.

Among other qualifications, Mr. McQueen served as Welltower’s Senior Vice President - Legal from March 2015Bacon’s extensive experience in financial services, real estate investment, government affairs and housing make him a valuable asset to July 2016. From 2007 to 2015, Mr. McQueen served as of counsel and a partner in the Corporate and Securities group at the law firm of Sidley Austin LLP.Board.

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LOGO    

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Security Ownership of Directors and Management and Certain Beneficial OwnersBack to Contents

Security Ownership of Directors and Management and Certain Beneficial Owners

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended, requires Welltower’s directors and executive officers, and persons who own beneficially more than 10% of the shares of common stock of Welltower, to file reports of ownership and changes of ownership with the SEC and the NYSE. Copies of all filed reports are required to be furnished to Welltower pursuant to Section 16(a). Based solely on the reports received by Welltower and on written representations from reporting persons, Welltower believes that the directors and executive officers complied with all applicable filing requirements during the fiscal year ended December 31, 2018.

Beneficial Ownership of More than 5%

Based upon filings made with the SEC in January and February 2019 (with respect to holdings as of December 31, 2018), the only shareholders known to Welltower to be the beneficial owners of more than 5% of Welltower’s common stock are as follows:

KAREN B. DESALVO, Independent Director

 

    Beneficial Owner

Age 56

Director
since: 2018

Welltower
Committees:

•  Investment

•  Nominating/
Corporate
Governance

  

Common StockEDUCATION:

Beneficially Owned•  BA – Biology and Political Science, Suffolk University

•  MD – Tulane University School of Medicine

•  MPH – Tulane University School of Public Health

•  MSc – Harvard T.H. Chan School of Public Health

  

Percent of    FORMER PUBLIC COMPANY DIRECTORSHIPS

Outstanding    •  Humana Inc.

Common Stock(5)

The Vanguard Group, Inc.

100 Vanguard Blvd.

Malvern, PA 19355

47,959,065(1)12.00%

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

40,590,694(2)10.16%

Cohen & Steers, Inc.

280 Park Avenue

10th Floor

New York, NY 10017

25,701,263(3)6.43%

State Street Corporation

State Street Financial Center

One Lincoln Street

Boston, MA 02111

21,882,453(4)5.48%

(1)

Includes 317,024 shares beneficially owned by Vanguard Fiduciary Trust Company,KEY SKILLS AND EXPERIENCE:

Dr. DeSalvo is a wholly-owned subsidiaryphysician executive who has served as the Chief Health Officer of The Vanguard Group, Inc.,Google since December 2019. She is on the Council of the National Academy of Medicine. From 2018-2019, she served as professor of medicine and 1,047,046 shares beneficially owned by Vanguard Investments Australia, Ltd., a wholly-owned subsidiarypopulation health at the University of The Vanguard Group, Inc. InTexas at Austin Dell Medical School and co-lead of the aggregate, The Vanguard Group, Inc., Vanguard Fiduciary Trust CompanyNational Alliance to Impact the Social Determinants of Health with former HHS Secretary Michael O. Leavitt. From 2014 to 2017, she served as Acting Assistant Secretary for Health at the U.S. Department of Health and Vanguard Investments Australia, Ltd. have sole voting power over 763,317 shares, shared voting power over 497,023 shares, sole dispositive power over 47,041,288 sharesHuman Services and shared dispositive power over 917,777 shares. In addition,as National Coordinator for Health Information Technology. From 2011 to 2014, she was Health Commissioner for the numberCity of shares reported as beneficially owned by The Vanguard Group, Inc. includesNew Orleans. Prior to that she was Vice Dean for Community Affairs and Health Policy at the 17,716,575 shares separately reported as beneficially owned by Vanguard Specialized Funds in its filing made withTulane University School of Medicine, where she practiced medicine and led the SEC. Vanguard Specialized Funds has sole voting power over 17,716,575 shares.

(2)

Inmedical school’s community health programs. She was formerly on the aggregate, BlackRock, Inc.Medicare Payment Advisory Commission and its affiliates have sole voting power over 37,163,079 shares and sole dispositive power over 40,590,694 shares.

(3)

Includes 25,071,420 shares beneficially owned by Cohen & Steers Capital Management, Inc., a wholly-owned subsidiary of Cohen & Steers, Inc., and 629,843 shares beneficially owned by Cohen & Steers UK Limited, an affiliate of Cohen & Steers, Inc. Cohen & Steers, Inc. has sole voting power over 16,211,201 shares and sole dispositive power over 25,701,263 shares; Cohen & Steers Capital Management, Inc. has sole voting power over 16,122,967 shares and sole dispositive power over 25,071,420 shares; Cohen & Steers UK Limited has sole voting power over 88,234 shares and sole dispositive power over 629,843 shares. The principal address for Cohen & Steers UK Limited is 50 Pall Mall, 7th Floor, London, United Kingdom SW1Y 5JH.

(4)

In the aggregate, State Street Corporation and its affiliates have shared voting power over 19,804,312 shares and shared dispositive power over 21,877,680 shares.

(5)

The percentages set forth in the table reflect percentage ownership as of March 5, 2019. The actual filings of these beneficial owners provide percentage ownership as of December 31, 2018.

20  |Notice of Annual Meeting of Shareholders and 2019 Proxy Statement

Security OwnershipBoard of Directors of Humana.

Among other qualifications, Dr. DeSalvo’s experience in medical and Managementpublic health leadership, health care technology, health care delivery and Certain Beneficial Ownershealth care policy make her an important addition to the Board.

    LOGO
PHILIP L. HAWKINS, Independent Director

Age 66

Director
since: 2020

Welltower
Committees:

•  Compensation

•  Investment

  

EDUCATION:

•  BA – Hamilton College

•  MBA – University of Chicago

OTHER CURRENT PUBLIC COMPANY

DIRECTORSHIPS:

•  Corporate Office Properties Trust
(Investment Committee Chair)

FORMER PUBLIC COMPANY DIRECTORSHIPS

•  Prologis, Inc.

•  DCT Industrial Trust Inc.

KEY SKILLS AND EXPERIENCE:

Mr. Hawkins has served as a member of the Board of Trustees of Corporate Office Properties Trust (a real estate investment trust that invests in office buildings) since 2014. He also serves as a board member of the following private companies: Link Logistics Real Estate as the Executive Chairman since January 2020, Washington Prime Group Inc. as the Chairman since February 2022, and Pure Industrial since February 2022. He served as a member of the Board of Directors of Prologis, Inc. from August 2018 to January 2020. From October 2006 to August 2018, he served as Chief Executive Officer, President and a member of the Board of Directors of DCT Industrial Trust Inc. (an industrial REIT that owned, acquired, operated and developed logistics related properties) until it merged into Prologis. From 2002 to 2006, Mr. Hawkins served as President and Chief Operating Officer and a member of the Board of Directors of CarrAmerica Realty Corporation. Earlier in his career at CarrAmerica, he served as Chief Operating Officer for four years and Managing Director of Asset Management for two years. Before that, Mr. Hawkins held a series of senior executive positions in real estate investment, development, leasing and management with LaSalle Partners, Ltd. and served on LaSalle’s Board of Directors.

Among other qualifications, Mr. Hawkins’ extensive experience in real estate investment, development and operations in both public and private markets make him an important addition to the Board.

WELLTOWER•2022 Proxy Statement     22

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DENNIS G. LOPEZ, Independent Director

Age 67

Director
since: 2021

Welltower
Committees:

•  Compensation

•  Investment

EDUCATION:

•  BA – California State University, Long Beach

•  MBA – Finance and Accounting, University of California

FORMER PUBLIC COMPANY DIRECTORSHIPS

•  American Campus Communities, Inc.

KEY SKILLS AND EXPERIENCE:

Mr. Lopez has served as the Chief Executive Officer of QuadReal Property Group Ltd. (a global real estate investment, operating and development company) since June 2017. He was Chief Investment Officer of AXA Real Estate Investment Managers (a global real estate investment manager) from 2009 to 2017, and Chief Executive Officer of SUN Real Estate Group (a private equity firm with real estate activities in India and Russia) from 2007 to 2009. Mr. Lopez has had a career of over 30 years in investment banking and real estate investment management, including serving as Global Head of Real Estate at Cambridge Place Investment Management (a London-based hedge fund) for two years and a Managing Director/Head of European Real Estate at JP Morgan in London for seven years.

Among other qualifications, Mr. Lopez’s extensive experience in financial investment and services, real estate investment, and international business and investment make him a valuable asset to the Board.

ADE J. PATTON, Independent Director

Age 43

Director
since: 2021

Welltower
Committees:

•  Audit

•  Nominating/
Corporate
Governance

EDUCATION:

•  BA – Government, University of Virginia

•  MBA – Harvard Business School

•  JD – Harvard Law School

KEY SKILLS AND EXPERIENCE:

Mr. Patton has served as Executive Vice President and Chief Financial Officer of HBO/HBO Max/Global DTC at WarnerMedia, LLC since August 2020, and previously served as Chief Financial Officer of Turner Sports and Head of Planning and Development at WM News & Sports from April 2019 to August 2020. Before assuming that role, Mr. Patton served as Senior Vice President – Corporate Finance, M&A and GTO of Turner Broadcasting System, Inc. from February 2017 to April 2019, Senior Portfolio Manager at Millennium Management, LLC (an investment management firm) from January 2015 to February 2017, Senior Research Analyst at Citadel LLC (a multinational hedge fund and financial services company) from June 2009 to March 2014, and Research Analyst at Magnetar Capital LLC (a hedge fund) from June 2007 to June 2009.

Among other qualifications, Mr. Patton’s extensive experience in financial and investment management and operations make him a valuable asset to the Board.

DIANA W. REID, Independent Director

Age 66

Director
since: 2020

Welltower
Committees:

•  Audit

•  Executive

•  Nominating/
Corporate
Governance
(Chair)

EDUCATION:

•  BS – California State University, Chico

•  MBA – University of Virginia Darden School of Business

KEY SKILLS AND EXPERIENCE:

Ms. Reid served as Executive Vice President of The PNC Financial Services Group, Inc. (a bank holding company) and the executive in its commercial real estate business from 2007 to 2019. She was Founding Partner of Beekman Advisors from 2003 to 2007, providing owners of privately-held real estate finance companies with strategic advice and sell-side representation. Earlier in her career, she held various roles in bond trading, capital markets, and financial institutions advisory for 19 years at the global investment bank now known as Credit Suisse.

Among other qualifications, Ms. Reid’s extensive experience in real estate banking and capital markets make her an important addition to the Board.

WELLTOWER•2022 Proxy Statement     23

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SERGIO D. RIVERA, Independent Director

Age 59

Director
since: 2014

Welltower
Committees:

•  Audit

•  Executive

•  Investment
(Chair)

EDUCATION:

•  BA – Finance and International Business, Florida International University

•  MBA – Florida International University

FORMER PUBLIC COMPANY DIRECTORSHIPS

•  ILG, Inc.

•  SeaWorld Entertainment, Inc.

KEY SKILLS AND EXPERIENCE:

Mr. Rivera served as Chief Executive Officer of SeaWorld Entertainment, Inc. (a leading theme park and entertainment company) from November 2019 to April 2020. He served as President of the Ocean Reef Club (a leading private residential club) from February 2019 to May 2019. Mr. Rivera also served as Chief Executive Officer and President of the Vacation Ownership segment of ILG, Inc. (a hospitality and leisure services company) from 2016 to September 2018. From 1998 to 2016, Mr. Rivera served in a variety of capacities with Starwood Hotels & Resorts Worldwide, Inc., including President of The Americas from 2012 to 2016, and Chief Executive Officer and President of Starwood Vacation Ownership, Inc., formerly a wholly-owned subsidiary of Starwood Hotels & Resorts Worldwide, Inc., from 2007 to 2016.

Among other qualifications, Mr. Rivera’s extensive experience in real estate development and investment strategy, corporate finance and accounting, and operating matters relevant to management of complex global businesses with one of the leading hotel and leisure companies in the world provides valuable insight to the Board.

JOHNESE M. SPISSO, Independent Director

Age 61

Director
since: 2018

Welltower
Committees:

•  Compensation

•  Nominating/
Corporate
Governance

EDUCATION:

•  BS – Health Science, Chapman College

•  MPA – University of San Francisco

CURRENT PUBLIC COMPANY DIRECTORSHIPS:

•  Douglas Emmett, Inc.

KEY SKILLS AND EXPERIENCE:

Ms. Spisso has served as the President of UCLA Health (an academic medical center), Chief Executive Officer of the UCLA Hospital System and Associate Vice Chancellor of UCLA Health Sciences since 2016. Before assuming her positions at UCLA, she worked for 22 years at the University of Washington School of Medicine, including serving as Chief Health System Officer and Vice President, Medical Affairs for nine years.

Among other qualifications, Ms. Spisso brings to the Board over 30 years of experience in large academic health system management and has demonstrated tremendous strategic and operational leadership during that time.

KATHRYN M. SULLIVAN, Independent Director

Age 66

Director
since: 2019

Welltower
Committees:

•  Audit (Chair)

•  Compensation

•  Executive

EDUCATION:

•  BA – Accounting, University of Louisiana at Monroe

•  MBA – Louisiana State University

CURRENT PUBLIC COMPANY DIRECTORSHIPS:

•  Hanger, Inc.

KEY SKILLS AND EXPERIENCE:

Ms. Sullivan served as Chief Executive Officer of UnitedHealthcare Employer and Individual, Local Markets (a diversified health care company), which is an operating division of UnitedHealth Group, from March 2015 to 2018. From 2008 to 2015, she served as Chief Executive Officer of UnitedHealthcare, Central Region.

Among other qualifications, Ms. Sullivan’s experience in the health care industry, especially with respect to health plan payors, is extremely valuable to the Board.

WELLTOWER•2022 Proxy Statement     24

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DIRECTOR COMPENSATION

The table below summarizes the compensation paid in 2021 to Welltower’s non-employee directors.

2021 Director Compensation Table

Name Fees Earned or
Paid in Cash
($)		 Stock
Awards(12)
($)		 Total
($)		 
Kenneth J. Bacon  355,500(2)  175,139  530,639 
Karen B. DeSalvo  99,000(3)  175,139  274,139 
Jeffrey H. Donahue  135,500(4)  175,139  310,639 
Philip L. Hawkins  100,000(5)  175,139  275,139 
Dennis G. Lopez(1)  56,896(6)  105,511  162,407 
Sharon M. Oster(1)  49,135(7)  160,066  209,201 
Ade J. Patton(1)  56,896(6)  105,511  162,407 
Diana W. Reid  115,470(8)  175,139  290,609 
Sergio D. Rivera  132,500(9)  175,139  307,639 
Johnese M. Spisso  102,000(10)  175,139  277,139 
Kathryn M. Sullivan  135,500(11)  175,139  310,369 

(1)Ms. Oster decided to not stand for election as a member of the Board at the 2021 Annual Meeting held on May 26, 2021 and therefore retired from the Board on that date. Messrs. Lopez and Patton were nominated to stand for election to the Board on March 30, 2021 and were elected to serve at the 2021 Annual Meeting held on May 26, 2021.
(2)Includes $250,000 additional fee for serving as Chair of the Board and $7,500 additional fee for serving on the Executive Committee. Also includes $3,000 for attending more than four Board meetings.
(3)Includes $3,000 for attending more than four Board meetings and $1,000 for attending more than four Nominating/Corporate Governance Committee meetings.
(4)Includes $25,000 additional fee for serving as Chair of the Compensation Committee and $7,500 additional fee for serving on the Executive Committee. Also, includes $3,000 for attending more than four Board meetings, $3,000 for attending more than four Compensation Committee meetings, and $2,000 for attending more than four Investment Committee meetings.
(5)Includes $3,000 for attending more than four Board meetings and $2,000 for attending more than four Investment Committee meetings.
(6)Each of Mr. Lopez and Mr. Patton earned fees following their election to the Board on May 26, 2021. Mr. Lopez deferred 100% of his fees for 2021 pursuant to the Welltower Inc. 2019 Nonqualified Deferred Compensation Plan.
(7)Fees were paid for Ms. Oster’s services through her retirement on May 26, 2021.
(8)Includes $11,978 additional fee for serving as Chair of the Nominating/Corporate Governance Committee and $4,492 additional fee for serving on the Executive Committee. Also, includes $3,000 for attending more than four Board meetings and $1,000 for attending more than four Nominating/Corporate Governance Committee meetings.
(9)Includes $25,000 additional fee for serving as Chair of the Investment Committee and $7,500 additional fee for serving on the Executive Committee. Also includes $3,000 for attending more than four Board meetings and $2,000 for attending more than four Investment Committee meetings.
(10)Includes $3,000 for attending more than four Board meetings, $3,000 for attending more than four Compensation Committee meetings and $1,000 for attending more than four Nominating/Corporate Governance Committee meetings.
(11)Includes $30,000 additional fee for serving as Chair of the Audit Committee and $7,500 additional fee for serving on the Executive Committee. Also includes $3,000 for attending more than four Board meetings.
(12)Amounts set forth in this column represent the grant date fair value calculated in accordance with FASB ASC Topic 718 for deferred stock units granted to the non-employee directors on February 12, 2021 based on the closing price of $67.51 (other than Mr. Lopez and Mr. Patton) and on May 26, 2021 based on the closing price of $74.99 (other than Ms. Oster). Ms. Oster did not receive a grant on May 26, 2021 in light of her retirement from the Board on such date, and each of Messrs. Lopez and Patton only received a prorated grant on May 26, 2021 upon their appointment to the Board. As of December 31, 2021, (a) each non-employee director (other than Mr. Lopez and Mr. Patton) held an aggregate of 2,572 deferred stock units that had not yet been converted into shares of common stock and (b) Mr. Lopez and Mr. Patton held an aggregate of 1,407 deferred stock units that had not yet been converted into shares of common stock.

The form and amount of non-employee director compensation is determined by the Board upon the recommendation of the Compensation Committee. Generally, the Board’s policy is to pay its non-employee directors appropriate and competitive compensation to ensure Welltower’s ability to attract and retain highly-qualified directors in a manner consistent with recognized corporate governance best practices. Directors who are also employees do not receive additional compensation for their Board service. The Compensation Committee generally reviews non-employee director compensation on a semi-annual basis, most recently in November 2021, with its independent compensation consultant, which advises the Compensation Committee on the design and amount of compensation for non-employee directors. Any changes to the non-employee director compensation program are then recommended to the full Board for approval. No changes were recommended to the Board.

WELLTOWER•2022 Proxy Statement     25

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The compensation program for non-employee directors for the 2021 calendar year consisted of:

Cash Compensation

Type of feeAmount
Annual retainer for all directors$95,000 yearly
Additional Chair of the Board fee$250,000 yearly
Additional Committee Chair fees:
• Audit$30,000 yearly
• Compensation, Investment$25,000 yearly
• Nominating/Corporate Governance$20,000 yearly
Additional fee for non-employee members of the Executive Committee$7,500 yearly
Per meeting fee for each Board meeting in excess of four per year$1,500
Per meeting fee for each committee meeting in excess of four per year$1,000

For 2022, non-employee directors may elect to receive their cash compensation in the form of shares of Welltower common stock.

Equity Compensation

In 2021, the non-employee directors each received grants of deferred stock units with a value of approximately $175,000 pursuant to the 2016 Long-Term Incentive Plan (or prorated awards for directors who commenced service during 2021). The initial grants, made on February 12, 2021, had a value of $160,000 in accordance with Welltower’s standard equity granting practice for non-employee directors. Directors continuing after the 2021 Annual Meeting received supplemental grants of $15,000 on May 26, 2021. The grants for the two directors who joined the Board during 2021 were based on the full $175,000 value, prorated for the portion of the year that they served. Generally subject to continued service, the deferred stock units granted in 2021 will be converted into shares of common stock on the first anniversary of the date of grant. Recipients of the deferred stock units also receive dividend equivalent rights entitling them to a cash payment from Welltower in an amount equal to any dividends paid on Welltower’s common stock as and when such common stock is issued.

Deferred Compensation

The non-employee directors are eligible to participate in the Welltower Inc. 2019 Nonqualified Deferred Compensation Plan. A non-employee director may elect to defer up to 100% of his or her cash compensation (including any fees payable for serving as the Chair of the Board or for service on a Board committee). Participants are 100% vested in these deferrals. For 2022, non-employee directors may also elect to defer the receipt of any compensation paid in shares of Welltower’s common stock until their retirement from the Board or in 3, 5 or 10 annual installments.

DIRECTOR STOCK OWNERSHIP GUIDELINES

Each non-employee director is required, within five years of joining the Board, to own shares of Welltower common stock with a fair market value of at least five times the annual cash retainer. Shares owned directly and indirectly, restricted shares and deferred stock units count towards these ownership requirements.

Ownership Guidelines for Non-Employee Directors. The current stock ownership guidelines for the non-employee directors are as follows:

(1)Based on closing price at 12/31/2021 of $85.77.
(2)Director within five-year period from date of appointment.

 

WELLTOWER•2022 Proxy Statement     26

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Proposal 2 – Amendment to the Certificate of Incorporation of Welltower OP Inc. to Remove the Provision Requiring Welltower Inc. Shareholders to Approve Amendments to the Welltower OP Inc. Certificate of Incorporation and Other Extraordinary Transactions Involving Welltower OP Inc.

Beneficial OwnershipPROPOSAL BACKGROUND

In March 2022, the Board of Directors of Welltower OP Inc. (formerly known as Welltower Inc.) (“Old Welltower”), our former parent company and Executive Officerswhich is now a subsidiary of Welltower Inc. (“Welltower” or “New Welltower”), approved the conversion of Old Welltower’s organizational structure into an Umbrella Partnership Real Estate Investment Trust (an “UPREIT”), anticipated to be completed in the second quarter of 2022 (the “Reorganization”). The Board of Directors believes an UPREIT structure, utilized by the majority of publicly-traded REITs, will provide Welltower with certain advantages described more fully below, including potentially increasing its competitiveness when seeking to acquire properties.

The first steps in the Reorganization to an UPREIT have been taken, and as a result, Old Welltower is now a subsidiary of New Welltower. In order to complete the Reorganization, Old Welltower must convert to a Delaware limited liability company (the “LLC Conversion”). As a result of Article 8 of Old Welltower’s certificate of incorporation, described in more detail below, the LLC Conversion would require a unanimous vote of New Welltower’s shareholders, an outcome likely impossible to achieve given that the company has over 447 million shares outstanding held by more than 3,100 record and beneficial holders.

The Board of Directors of Welltower therefore has approved an amendment (the “Amendment”) to Old Welltower’s certificate of incorporation that will delete Article 8 thereof, which will allow the Reorganization to be completed and for Welltower shareholders to realize the benefits of the UPREIT conversion. The deletion of Article 8 and the LLC Conversion do not change Welltower’s corporate governance framework or shareholder rights.

The Board of Directors of New Welltower has determined the Amendment to be in the best interests of New Welltower and its shareholders, has authorized the approval of the Amendment by New Welltower in its capacity as sole shareholder of Old Welltower and has recommended that the shareholders of New Welltower approve the Amendment.

The Reorganization will align Welltower’s corporate structure with other publicly-traded U.S. real estate investment trusts and improve Welltower’s ability to acquire properties in a tax-deferred manner. Having the UPREIT organizational structure would allow existing owners of appreciated properties to transfer such properties to an “operating partnership” (which owns substantially all of Welltower’s assets) in exchange for partnership interests therein. Such a transfer may, subject to meeting applicable tax requirements, be on a tax-deferred basis for the contributors. As such, completing the Reorganization may give Welltower a competitive advantage in the marketplace relative to other buyers.

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TECHNICAL DESCRIPTION OF THE REORGANIZATION AND THE PROPOSAL

The table below sets forth, asfirst step of March 5, 2019, unless otherwise specified, certain information with respectthe Reorganization was to the beneficial ownershipeffect a holding company reorganization of Welltower’s sharesOld Welltower. The holding company reorganization of common stockOld Welltower was effected by each director of Welltower, each Named Executive Officer, and the directors and executive officers offorming New Welltower as a group. Unless noted below,wholly–owned subsidiary of Old Welltower and forming WELL Merger Holdco Sub Inc., a Delaware corporation, as a wholly–owned subsidiary of New Welltower (“Merger Sub”). New Welltower’s certificate of incorporation was substantially identical to that of Old Welltower. Thereafter, on April 1, 2022, Merger Sub was merged with and into Old Welltower pursuant to Section 251(g) of the General Corporation Law of the State of Delaware (the “DGCL”), with Old Welltower continuing as the surviving corporation (the “Merger”). Upon the effective time of the Merger, each person hasissued and outstanding share of Old Welltower was converted into an issued and outstanding share of New Welltower and Old Welltower became a wholly–owned subsidiary of New Welltower. As a result, New Welltower replaced Old Welltower as the public holding company listed on the New York Stock Exchange.

As required by Section 251(g) of the DGCL, the certificate of incorporation of Old Welltower was amended in connection with the Merger to add the “Pass-Through Vote Provision”. The Pass-Through Vote Provision requires the shareholders of New Welltower to approve any act or transaction by or involving Old Welltower, other than the election or removal of directors, that, if taken by Old Welltower immediately prior to the effective time of the Merger, would have required, for its adoption under the DGCL of Old Welltower’s certificate of incorporation or bylaws, the approval of the shareholders of Old Welltower, by the same vote as is required by the DGCL and/or by the certificate of incorporation or bylaws of Old Welltower in effect immediately prior to the effective time of the Merger.

The Pass-Through Vote Provision thus requires that New Welltower’s shareholders approve matters affecting Old Welltower that require the approval of New Welltower as the sole shareholder of Old Welltower. Absent the Pass-Through Vote Provision, New Welltower as the sole shareholder of Old Welltower could vote on such matters without a vote of New Welltower shareholders.

Following the Merger, New Welltower holds all of its assets (other than certain de minimis assets that may be held by New Welltower directly for certain administrative functions) through Old Welltower; however, Old Welltower continues to be organized as a Delaware corporation. To complete the Reorganization, upon receiving Board and shareholder consent, Old Welltower will convert to a Delaware limited liability company so as to function as the “operating partnership” in the UPREIT structure.

Under the DGCL, a conversion of a Delaware corporation to a limited liability corporation requires the unanimous approval of all shareholders, voting and investmentnonvoting. Normally, New Welltower could approve the LLC Conversion in its capacity as sole shareholder of Old Welltower. However, due to the Pass-Through Vote Provision, all of the shareholders of New Welltower would also have to approve the LLC Conversion. New Welltower has over 447 million shares outstanding, held by more than 3,100 record and beneficial holders, making the unanimous shareholder approval requirement for the LLC Conversion time consuming, expensive, and likely impossible to achieve. Therefore, in order to provide the benefits of the UPREIT conversion to New Welltower shareholders, the Boards of Directors of Old Welltower and New Welltower have approved the Amendment, which would eliminate the Pass-Through Vote Provision from the certificate of incorporation of Old Welltower, so that New Welltower may approve the LLC Conversion without the necessity of any separate approval by the New Welltower shareholders. New Welltower is thus recommending that its shareholders approve the Amendment so that the LLC Conversion may be approved solely by New Welltower, thereby allowing the completion of the Reorganization.

Pursuant to the Pass-Through Vote Provision and the DGCL, the Amendment requires the approval of holders of a majority of the voting power regarding Welltower’s shares. Also, unless noted below, the beneficial ownership of each person represents less than 1% of the outstanding shares of common stock of Welltower.New Welltower as of the record date.

 

  Name of Beneficial Owner  

Shares Held

of Record

     

Total Shares

Beneficially

Owned(3)

 

 

  Kenneth J. Bacon

 

  

 

 

 

 

7,790

 

 

 

 

    

 

 

 

 

7,790

 

 

 

 

 

  Karen B. DeSalvo(1)

 

  

 

 

 

 

-

 

 

 

 

    

 

 

 

 

-

 

 

 

 

 

  Thomas J. DeRosa

 

  

 

 

 

 

243,091

 

 

 

 

    

 

 

 

 

243,091

 

 

 

 

 

  Jeffrey H. Donahue

 

  

 

 

 

 

41,418

 

 

 

 

    

 

 

 

 

41,518

 

 

 

 

 

  John A. Goodey

 

  

 

 

 

 

36,665

 

 

 

 

    

 

 

 

 

36,665

 

 

 

 

 

  Mercedes T. Kerr

 

  

 

 

 

 

32,716

 

 

 

 

    

 

 

 

 

32,716

 

 

 

 

 

  Matthew G. McQueen

 

  

 

 

 

 

11,622

 

 

 

 

    

 

 

 

 

11,622

 

 

 

 

 

  Geoffrey G. Meyers

 

  

 

 

 

 

9,420

 

 

 

 

    

 

 

 

 

9,420

 

 

 

 

 

  Shankh Mitra

 

  

 

 

 

 

38,273

 

 

 

 

    

 

 

 

 

38,335

 

 

 (4) 

 

 

 

  Timothy J. Naughton

 

  

 

 

 

 

17,084

 

 

 

 

    

 

 

 

 

17,084

 

 

 

 

 

  Sharon M. Oster

 

  

 

 

 

 

37,131

 

 

 

 

    

 

 

 

 

54,131

 

 

 (5) 

 

 

 

  Judith C. Pelham

 

  

 

 

 

 

12,899

 

 

 

 

    

 

 

 

 

12,899

 

 

 

 

 

  Sergio D. Rivera

 

  

 

 

 

 

10,748

 

 

 

 

    

 

 

 

 

10,748

 

 

 

 

 

  Johnese M. Spisso(1)

 

  

 

 

 

 

-

 

 

 

 

    

 

 

 

 

-

 

 

 

 

 

  Kathryn M. Sullivan(2)

 

  

 

 

 

 

-

 

 

 

 

    

 

 

 

 

-

 

 

 

 

 

  R. Scott Trumbull

 

  

 

 

 

 

10,011

 

 

 

 

    

 

 

 

 

71,084

 

 

 (6) 

 

 

 

  Gary Whitelaw

 

  

 

 

 

 

7,963

 

 

 

 

    

 

 

 

 

7,963

 

 

 

 

 

  All directors and executive officers as a group (17 persons)

 

  

 

 

 

 

516,831

 

 

 

 

    

 

 

 

 

595,066

 

 

 (7) 

 

 

New Welltower, in its capacity as sole shareholder of Old Welltower, has already approved the Amendment. Conditioned on the Amendment becoming effective, the Board of Directors of Old Welltower and New Welltower, in its capacity as sole shareholder, have each executed written consents approving the LLC Conversion, with the Board consent becoming effective immediately after the effective time of the Amendment and the shareholder consent becoming effective immediately after the effective time of the Board consent. If this Proposal 2 is approved, the LLC Conversion will no longer require separate approval of New Welltower’s shareholders. If New Welltower’s shareholders approve this Proposal 2, Old Welltower’s certificate of incorporation will be amended to eliminate the Pass-Through Vote Provision and, after the effective times of the Board and shareholder consents referenced above, Old Welltower will be converted to a Delaware limited liability company under the new name “Welltower OP LLC”.

 

WELLTOWER•2022 Proxy Statement     28

(1)

Dr. DeSalvo and Ms. Spisso were appointed to the Board on November 30, 2018.

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Upon completion of the Reorganization and going forward, all of Welltower’s assets (other than certain de minimis assets that may be held by New Welltower directly for certain administrative functions) and business activities will be owned by and conducted through Welltower OP LLC, as is typical of the UPREIT structure. The below structure chart summarizes the expected organization of Welltower once the overall Reorganization (including the Amendment and the LLC Conversion) is completed:

 

(2)

Ms. Sullivan was appointed to the Board on February 7, 2019.

 

 

(3)

Does not include unvested restricted stock units or deferred stock units granted to the executive officers or directors that are not scheduled to vest and be settled within 60 days of March 5, 2019. Total shares beneficially owned by each of Messrs. Bacon, Donahue, Meyers, Naughton, Rivera, Trumbull and Whitelaw and Ms. Oster and Pelham includes 363 shares issuable upon conversion of deferred stock units within 60 days of March 5, 2019.

(4)

Mr. Mitra’s total shares beneficially owned include 62 shares owned by his children.

(5)

Ms. Oster’s total shares beneficially owned include 17,000 shares owned by her spouse.

(6)

Mr. Trumbull’s total shares beneficially owned include 61,083 shares held in trust for the benefit of his immediate family, as to which his spouse is the trustee. Mr. Trumbull disclaims beneficial ownership of these 61,083 shares.

(7)

Total beneficial ownership represents 0.15% of the outstanding shares of common stock of Welltower as of March 5, 2019.

Review, Approval or Ratification of Transactions with Related PersonsFORM OF THE AMENDMENT

The Board has adopted a written policy

Article 8 of the certificate of incorporation of Old Welltower currently provides as follows:

“Any act or transaction by or involving the Corporation, other than the election or removal of directors of the Corporation, that, if taken by the Corporation immediately prior to the effective time of the merger of [Merger Sub] with and into the Corporation (the “Merger Effective Time”), would have required, for its adoption under the General Corporation Law of the State of Delaware or under the certificate of incorporation or bylaws of the Corporation immediately prior to Merger Effective Time, the approval of transactions betweenthe stockholders of the Corporation, shall, pursuant to Section 251(g)(7)(A) of the General Corporation Law of the State of Delaware, require, in addition to approval of the stockholders of the Corporation, the approval of the stockholders of Welltower and its directors, director nominees, executive officers, greater than 5% beneficial ownersInc., a Delaware corporation (or any successor by merger), by the same vote as would have been required by the General Corporation Law of Welltower’s common stock, and eachthe State of their respective immediate family members. The policy covers any transaction, arrangement Delaware and/or relationshipby the certificate of incorporation or seriesbylaws of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which (1) the aggregate amount involved sinceCorporation immediately prior to the beginning of Welltower’s last completed fiscal year is or is expected to exceed $100,000, (2) Welltower or any of its subsidiaries is a participant, and (3) any related person has or will have a direct or indirect interest.Merger Effective Time.”

The policy provides that the Nominating/Corporate Governance Committee reviews transactions subject to the policy and determines whether or not to approve or ratify those transactions. In addition, the Nominating/Corporate Governance Committee has delegated authority to the Chairproposed amendment would delete Article 8 of the Nominating/Corporate Governance Committee topre-approve or ratify transactions under certain circumstances. In reviewing transactions subject tocertificate of incorporation of Old Welltower in its entirety, and replace it with the policy, the Nominating/Corporate Governance Committee or the Chair of theword “Repealed.”

Notice of Annual Meeting of Shareholders and 2019 Proxy Statement   |

  21     

LOGOSecurity Ownership of Directors and Management and Certain Beneficial Owners

Nominating/Corporate Governance Committee, as applicable, considers, among other factors it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. The Nominating/Corporate Governance Committee has considered and adopted the following standingpre-approvals under the policy for transactions with related persons:

Employment as an executive officer of Welltower, if: (1) the related compensation is required to be reported in Welltower’s proxy statement under Item 402 of SEC RegulationS-K or (2) the executive officer is not an immediate family member of another executive officer or director of Welltower, the related compensation would be reported in Welltower’s proxy statement under Item 402 of SEC RegulationS-K if the executive officer was a “named executive officer” and the Compensation Committee approved (or recommended that the Board approve) such compensation.

Any compensation paid to a director if the compensation is required to be reported in Welltower’s proxy statement under Item 402 of SEC RegulationS-K;

Any transaction with another company at which a related person’s only relationship is as an employee (other than an executive officer), if the aggregate amount involved does not exceed the greater of $1 million or 2% of that company’s total annual revenues;

Any charitable contribution, grant or endowment by Welltower or The Welltower Charitable Foundation to a charitable organization, foundation or university at which a related person’s only relationship is as an employee (other than an executive officer) or a director, if the aggregate amount involved does not exceed the lesser of $1 million or 2% of the charitable organization’s total annual receipts;

 

 •

Any transaction where the related person’s interest arises solely from the ownership of Welltower’s common stock and all holders of Welltower’s common stock received the same benefit on a

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “pro-rataFOR basis (e.g., dividends); and

Any transaction with another publicly-traded company where the related person’s interest arises solely from beneficial ownership of more than 5% of Welltower’s common stock and ownership of anon-controlling interest in the other publicly-traded company.

There were no related person transactions identified for 2018.

22  |Notice of Annual Meeting of Shareholders and 2019 Proxy Statement

Proposal 2—Ratification” PROPOSAL 2. The affirmative vote of the Appointmentmajority of the Independent Registered Public Accounting Firm  LOGOshares outstanding entitled to vote theron will be required for approval of this proposal.

 

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Proposal 2—3 – Ratification of the Appointment of the Independent Registered Public Accounting Firm

Audit FeesAUDIT FEES

The Audit Committee is directly responsible for the appointment, retention, compensation, evaluation and oversight of Welltower’s independent registered public accounting firm. The Audit Committee considers whether the independent registered public accounting firm is best positioned and qualified to provide the most effective and efficient service, based on factors such as the independent registered public accounting firm’s familiarity with Welltower’s business, personnel, culture, accounting systems or risk profile; the appropriateness of fees charged; and whether provision of the service by the independent registered public accounting firm would enhance Welltower’s ability to manage or control risk or improve audit quality. The Audit Committee obtains and reviews a report from the independent registered public accounting firm at least annually regarding:regarding (a) the independent registered public accounting firm’s internal quality-control procedures,procedures; (b) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respectingregarding one or more independent audits carried out by the independent registered public accounting firm, and any steps taken to deal with any such issues,issues; and (c) all relationships between the independent registered public accounting firm and Welltower (in order to assess the independent registered public accounting firm’s independence). The Audit Committee evaluates the qualifications, performance and independence of the independent registered public accounting firm, including considering whether its quality controls are adequate and the provision of permittednon-audit services is compatible with maintaining its independence, and takingtakes into account the opinions of management and the internal auditors.

The Audit Committee has selected Ernst & Young LLP (“EY”) to serve as Welltower’s independent registered public accounting firm for the year ending December 31, 2019.2022. EY has served as Welltower’s independent registered public accounting firm since Welltower’s inception in 1970. The Audit Committee periodically considers whether in order to assure continuing auditor independence, it should adopt a policy requiring the regular rotation of the independent registered public accounting firm.firm to ensure continuing auditor independence. The Audit Committee (and in particular the Chair of the Audit Committee) ensures the rotation of the lead (or coordinating) audit partner every five years as mandated by the Sarbanes-Oxley Act of 2002, as amended (“SOX”), and is directly involved in the selection of EY’s lead audit partner. Welltower’s current lead audit partner was appointed beginning with the 2018 audit. The Audit Committee and the Board believe that the continued retention of EY as Welltower’s independent registered public accounting firm is in the best interests of Welltower and its shareholders.

Although the submission of this matter for approval by shareholders is not legally required, the Board believes that such submission follows sound business practice and is in the best interests of the shareholders. If this appointment is not ratified by the holders of a majority of the shares of voting securities present in persononline during the virtual Annual Meeting or by proxy at the Annual Meeting, the Audit Committee will consider the selection of another accounting firm. If such a selection were made, it may not become effective until 20202023 because of the difficulty and expense of making a substitution. Representatives of the firm of EY are expected to be present at the Annual Meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

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Fees for professional services provided by EY in each of the last two fiscal years, in each of the following categories, are as follows:

 

              Year ended December 31,                  Year ended December 31,
  2018      2017    2021     2020 

Audit Fees

  $3,637,467    $2,832,759    $3,534,736    $3,243,720 

Audit-Related Fees

   143,842     27,842     145,800  232,656 

Tax Fees:

            

Tax Compliance

   1,076,277     —     1,841,545  2,136,229 

Tax Planning and Tax Advice

   1,833,363     491,456     623,450  767,221 

All Other Fees

   —     —     —  — 

Totals

  $            6,690,949    $            3,352,057    $6,145,531 $6,379,826 

Audit fees include fees associated with the annual audit, the review of Welltower’s quarterly reports onForm 10-Q and services that generally only the independent registered public accounting firm can provide such as accounting consultations billed as audit services, comfort letters, consents and assistance with review of documents to be filed with or furnished to the SEC.

 

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LOGOProposal 2—Ratification of the Appointment of the Independent Registered Public Accounting Firm

Audit-related fees include fees associated with assurance and related services that are traditionally performed by an independent accountant, and include access to research databases and consultations concerning financial accounting and reporting standards not billed as audit services.

Tax fees include fees for tax compliance and tax planning and tax advice services. Tax compliance involves the preparation of original and amended tax returns, claims for refund and tax payment-planning services and assistance with tax audits and appeals. Tax planning and tax advice encompass a diverse range of services, including advice related to acquisitions, and requests for rulings or technical advice from taxing authorities. The increase in tax fees in 2018 is primarily due to the transition of certain services from a third-party tax consultant to EY and the increase in tax reporting and tax planning requirements as a result of significant acquisition activity in 2018.

None of the foregoing fees were paid for services, the sole business purpose of which was tax avoidance, or the tax treatment of which would not be supported by the Internal Revenue Code of 1986, as amended (the “Code”) and related regulations.

THE BOARD OF DIRECTORS OF WELLTOWER UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP. The affirmative vote of a majority of the shares of voting securities present in person or by proxy at the Annual Meeting will be required for such ratification.

 

THE BOARD OF DIRECTORS OF WELLTOWER UNANIMOUSLY RECOMMENDS THAT YOU VOTE “24  FOR|

Notice” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP. The affirmative vote of a majority of the shares present or by proxy and voting at the Annual Meeting will be required for approval of Shareholders and 2019 Proxy Statement
this proposal.

Proposal 2—Ratification of the Appointment of the Independent Registered Public Accounting Firm  LOGO

 

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Pre-Approval Policies and ProceduresPRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee has developed policies and procedures concerning itspre-approval of the performance of audit andnon-audit services for Welltower by EY and is responsible for the audit fee negotiations associated with the engagement of EY. At its quarterly meetings, the Audit Committeepre-approves particular audit andnon-audit services within the following categories of services that it desires the independent registered public accounting firm to undertake: audit services, audit-related services, tax compliance services, tax planning and tax advice services and other services. Prior to giving its approval, the Audit Committee reviews the written descriptions of these services provided by EY and the estimated fees for these services. All othernon-audit services must bepre-approved on an individual engagement basis. If there is any question as to whether a proposed service has beenpre-approved, management and the independent registered public accounting firm together must contact the Audit Committee to obtain clarification or, if necessary,pre-approval.

All of the audit services, audit-related services, tax compliance services, tax planning and tax advice services and other services provided to Welltower by EY during the year ended December 31, 20182021 werepre-approved by the Audit Committee.

Where specific Audit Committee approval ofnon-audit services is required, the Chair of the Audit Committee maypre-approve the engagement subject to a presentation to the full Audit Committee at its next regularly scheduled meeting.meeting.

Audit Committee ReportAUDIT COMMITTEE REPORT

The Audit Committee oversees Welltower’s financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. In fulfilling its oversight responsibilities this past year, the Audit Committee reviewed and discussed the audited financial statements with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. Management, the internal auditors and the independent registered public accounting firm also made presentations to the Audit Committee throughout the year on specific topics of interest, including Welltower’s (i) 20182021 integrated audit plan; (ii) updates on completion of the audit plan; (iii) compliance with the internal controls required under Section 404 of SOX; (iv) critical accounting policies; (v) assessment of the impact of new accounting guidance;(vi) non-GAAP policies and procedures; (vii) disclosure committee charter; (viii) SEC comment letters;critical audit matters; and (ix) cybersecurity.

The Audit Committee reviewed with the independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of the audited financial statements with U.S. generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of Welltower’s accounting principles and such other matters as are required to be communicated to the Audit Committee under U.S.the applicable standards (including Auditing Standard No. 1301, “Communications with Audit Committees”) of the Public Company Accounting Oversight Board.Board and the SEC. In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding such firm’s communications with the Audit Committee concerning independence. The Audit Committee has also discussed with the independent registered public accounting firm such firm’s independence from management and Welltower and considered the compatibility ofnon-audit services with such firm’s independence.

The Audit Committee discussed with Welltower’s independent registered public accounting firm the overall scope and plans for its audit. The Audit Committee met with such firm, with and without management present, to discuss the results of its examinations, its evaluations of Welltower’s internal controls, and the overall quality of Welltower’s financial reporting. The Audit Committee held sevenfour meetings during the year ended December 31, 2018.2021.

Based on reviews and discussions referred to above, the Audit Committee recommended to the Board (and the Board has approved) that the audited financial statements be included in Welltower’s Annual Report on Form10-K for the year ended December 31, 20182021 for filing with the SEC. The Audit Committee and the Board have also recommended, subject to shareholder ratification, the selection of EY as Welltower’s independent registered public accounting firm for the year ending December 31, 2019.2022. Mr. Meyers,Hawkins, Mr. Patton, Ms. Reid, Mr. Rivera and Mr. TrumbullMs. Sullivan were each members of the Audit Committee in 20182021 and participated in the reviews and discussions described above. In August 2021, Mr. Patton joined the Audit Committee and Mr. Hawkins left the Audit Committee.

Submitted by the Audit Committee

R. Scott Trumbull, Chair

Geoffrey G. MeyersKathryn M. Sullivan (Chair)

Ade J. Patton

Diana W. Reid

Sergio D. Rivera

 

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LOGOProposal 3—Approval, on an Advisory Basis, of the Compensation of the Named Executive Officers

Proposal 3—4 – Approval, on an Advisory Basis, of the Compensation of the Named Executive Officers

In accordance with the requirements of Section 14A of the U.S. Securities Exchange Act,

We are asking Welltower’s shareholders have the opportunity to vote to approve, on an advisory,non-binding basis, the compensation of the Named Executive Officers as disclosed in this Proxy Statement in accordance with the SEC’s compensation disclosure rules.Statement.

Welltower’s compensation programs are designed to link pay to performance and to reward the Named Executive Officers for the achievement ofachieving short-term and long-term strategic and operational goals and increasedincreasing shareholder returns. This compensation philosophy is central to Welltower’s ability to attract, retain and motivate individuals who can achieve superior financial results. Please refer to “Executive Compensation-Executive Summary” in this Proxy Statement for an overview of the compensation of the Named Executive Officers and Welltower’s key financial and strategic achievements in 2018 that drove compensation decisions. We also encourage shareholders to read the “Executive Compensation-CompensationCompensation Discussion and Analysis” inAnalysis section of this Proxy Statement, which describes the details of Welltower’s compensation programs, our key financial and strategic achievements in 2021, and the decisions made by the Compensation Committee with respect to 20182021 compensation.

Shareholders are being asked to vote on the following advisory resolution:

Resolved, that the compensation paid to Welltower’s Named Executive Officers as disclosed in this Proxy Statement in accordance with the SEC’s compensation disclosure rules, which disclosures include the disclosures under “Executive Compensation-CompensationCompensation- Compensation Discussion and Analysis,” the compensation tables and the narrative disclosures that accompany the compensation tables, is hereby approved.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Named Executive Officers and the policies and practices described in this Proxy Statement. This vote is advisory and therefore not binding on Welltower, the Board, or the Compensation Committee. The Board and the Compensation Committee value the opinions of Welltower’s shareholders, and to the extent there is any significant vote against the Named Executive Officers’ compensation, as disclosed in this Proxy Statement, Welltower will consider shareholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

At Welltower’s 2017 Annual Meeting of Shareholders, its shareholders approved anon-binding, advisory proposal to hold annual advisory votes to approve Welltower’s named executive officer compensation. In consideration of the results of this advisory vote, the Board has adopted a policy providing for annual advisory votes on Welltower’s named executive officer compensation. Unless the Board modifies this policy, itsthe next advisory vote on Welltower’s named executive officer compensation following this vote will be held at its 2020the 2023 Annual Meeting of Shareholders.

THE BOARD OF DIRECTORS OF WELLTOWER UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”

THE BOARD OF DIRECTORS OF WELLTOWER UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC. The affirmative vote of the majority of the shares present or by proxy and voting at the Annual Meeting will be required for approval of this proposal.

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Executive Compensation

COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC. The affirmative vote of a majority of the shares of voting securities present in person or by proxy at the Annual Meeting will be required for approval of this proposal.DISCUSSION AND ANALYSIS

 

26  |TABLE OF CONTENTS  
NoticeExecutive Officers35
Executive Summary36
Named Executive Officers36
Compensation Principles36
Compensation Philosophy and Objectives36
Policies and Procedures37
Who Makes Compensation Decisions38
Role of Annual Meetingthe Compensation Consultant38
Input of ShareholdersExecutive Officers39
Shareholder Outreach Initiatives39
Compensation Peer Group40
Compensation Elements and 2019Results41
Other Compensation Information52
Compensation Committee Report53

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EXECUTIVE OFFICERS

SHANKH MITRA, Chief Executive Officer & Chief Investment Officer
Mr. Mitra has served as Welltower’s Chief Executive Compensation—CD&AOfficer since October 2020 and Welltower’s Chief Investment Officer since August 2018. Mr. Mitra’s biographical information appears under “Director Nominees” on page 21.
Age 41
   
  LOGOJOHN F. BURKART(1), Executive Vice President - Chief Operating Officer
  

Executive Compensation

Compensation Discussion and Analysis

To assist shareholders in finding important information, this CD&A is organized as follows:

Mr. Burkart has served as Welltower’s Executive Vice President – Chief Operating Officer since July 2021. Before joining Welltower, Mr. Burkart was at Essex Property Trust, where he served as Chief Operating Officer and Senior Executive Vice President from September 2019 to December 2020 and as Senior Executive Vice President from January 2015 to September 2019. From 1996 to 2014, Mr. Burkart held a series of increasingly senior positions at Essex Property Trust.

  Section

Age 58		 

Page                    

 

EXECUTIVE SUMMARY

27 

  LOGO

COMPENSATION PHILOSOPHY AND OBJECTIVES29                    

  LOGO

POLICIES AND PROCEDURES30                    

  LOGO

ROLE OF THE COMPENSATION CONSULTANT31                    

  LOGO

INPUT OF EXECUTIVE OFFICERS ON COMPENSATION31                    

  LOGO

SHAREHOLDER OUTREACH INITIATIVES32                    

  LOGO

COMPENSATION PEER GROUP33                    

  LOGO

COMPENSATION ELEMENTS AND RESULTS34                    

The Compensation Committee is responsible for Welltower’s executive compensation program and implementing its underlying philosophy and policies. An overview and analysis of Welltower’s executive compensation program, philosophy and policies is set forth below.

Welltower’s named executive officers for 2018 (the “Named Executive Officers” or “NEOs”) were:

  Named Executive OfficersTitle

Thomas J. DeRosa

Chief Executive Officer

John A. Goodey

TIMOTHY G. MCHUGH, Executive Vice President - Chief Financial Officer

Mercedes T. Kerr

  

Mr. McHugh has served as Welltower’s Executive Vice President - Business– Chief Financial Officer since April 2020. Mr. McHugh’s previous roles at Welltower included Senior Vice President – Chief Financial Officer & RelationshipTreasurer from September 2019 to April 2020, Senior Vice President – Corporate Finance from August 2018 to August 2019, and Vice President – Finance and Investment from January 2016 to August 2018. He also served as Welltower’s Treasurer from March 2017 to August 2018. From 2010 to 2015, Mr. McHugh served as Senior Analyst – Real Estate Securities at RREEF Management,

currently known as DWS Investments.

Shankh Mitra

Age 37		 

Executive Vice President - Chief Investment Officer

Matthew G. McQueen

 

Senior

MATTHEW G. MCQUEEN, Executive Vice President - General Counsel & Corporate Secretary
Mr. McQueen has served as Welltower’s Executive Vice President – General Counsel & Corporate Secretary since November 2020. Mr. McQueen’s previous roles at Welltower included Senior Vice President – General Counsel & Corporate Secretary from July 2016 to November 2020, and Senior Vice President – Legal from March 2015 to July 2016. From 2007 to 2015, Mr. McQueen served as of counsel and a partner in the Corporate and Securities group at the law firm of Sidley Austin LLP.
Age 49
AYESHA MENON, Senior Vice President - Wellness Housing and Development
Ms. Menon has served as Welltower’s Senior Vice President – Wellness Housing and Development since May 2021. She previously served as Senior Vice President – Strategic Investments from May 2019 to May 2021. From April 2018 to April 2019, Ms. Menon served as Director of Real Estate Investment at Sidewalk Labs, an Alphabet Inc. company. Ms. Menon was a real estate investor at Wheelock Street Capital from 2008 to 2018.
Age 41

(1)Mr. Burkart was elected as an executive officer effective July 19, 2021.

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EXECUTIVE SUMMARY

2021 Business Performance Highlights

2021 was a pivotal year for Welltower, marked by a powerful recovery in our operational performance, the establishment of long-term exclusive partnerships, and the most active year of capital deployment in a decade — all while contending with continued challenges posed by the COVID-19 pandemic. See pages 4 through 6 for more information on our business performance.

Named Executive Officers

This CD&A discusses the compensation of the following individuals, who were Welltower’s “Named Executive Officers” (or “NEOs”) in 2021.

 

Shankh MitraChief Executive Officer & Chief Investment Officer
John F. BurkartExecutive Vice President – Chief Operating Officer
Timothy G. McHughExecutive Vice President – Chief Financial Officer
Matthew G. McQueenExecutive Vice President – General Counsel & Corporate Secretary
Ayesha MenonSenior Vice President – Wellness Housing and Development

Biographical information about these individuals appears on page 35.

Executive SummaryCompensation Principles

COMPENSATION PRINCIPLES

Welltower’s executive compensation program is designed to attract, motivate and retain top executive talent. Competing successfully in this dynamic sector requires highly-skilled,highly skilled, knowledgeable individuals who are committed to delivering outstanding shareholder returns while effectively building relationships across the industry. We compete for talent in the REIT industry and in areas beyond the REIT industry, such as with investment banks and private equity firms. The Compensation Committee continually reviews and refines Welltower’s compensation practices so that the compensation program is in line with the market, is responsive to shareholder concerns, of shareholders, and takes into accountconsiders best compensation practices. To that end, Welltower’s compensation program is based on three core principles:

 

Align pay and performance, utilizing absolute and relative goals that measure performance both on an annual and multi-year basis.

Align management and shareholder interests by establishing rigorous goals that balance and measure value creation over both the short and long-term.

•Align pay and performance, utilizing absolute and relative goals that measure performance on both an annual and multi-year basis.
•Align management and shareholder interests by establishing rigorous goals that balance and measure value creation over both the short and long term.
•Pay the majority of compensation in the form of equity that vests over an extended number of years.

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LOGOExecutive Compensation—CD&A

 

2018 PERFORMANCE

Welltower had a strong year in 2018 that validated the strength of its platform. Welltower’s strategy is based on acquiringCompensation Philosophy and developing a well-diversified, high quality portfolio located in stronghigh-barrier-to-entry and growing markets operated or managed bybest-in-class seniors housing operators, post-acute providers and health systems. Welltower significantly improved its portfolio, balance sheet and risk profile through strategic acquisitions and dispositions during 2018.

The Compensation Committee evaluates allpre-established qualitative and quantitative metrics and factors in making its compensation decisions. Among the important metrics and factors the Compensation Committee considered for 2018 were the management team’s success in the following areas:Objectives

 

Portfolio

•    Completed more than $4 billion in gross investments during the year, including $3.4 billion in acquisitions at a 7.3% yield and $290 million in development funding with a 7.6% yield.

•    Entered into a first of its kind partnership with ProMedica Health System to drive delivery of services towards new, cost-effective sites of care.

•    Significantly improved portfolio quality by generating over $1.8 billion of pro rata proceeds from dispositions ofnon-strategic assets.

•    Increased percentage of revenues generated by private pay sources by 30 basis points to 94.5% in 2018.

Balance Sheet

•    Successfully closed $1.9 billion of senior unsecured notes offerings across three tranches with an average maturity of 13.8 years and a blended yield to maturity of 4.3%.

LOGO

TOTAL SHAREHOLDER RENTURN Average Annual Return Since Inception 15.07%

•    Generated $795 million of gross proceeds from common stock
issuances at an average price of $67.51 per share.

Growth

•    Generated strong same store net operating income growth of 1.6%*, driven by industry-leading same store net operating income growth in the seniors housing operating portfolio.

Corporate

LOGO

•    Reduced general and administrative expenses as a percentage of gross assets to 34 basis points from 37 basis points at the end of 2017.

•    Paid cash dividends of $3.48 per share. The dividend paid in February 2019 represents Welltower’s 191st consecutive dividend.

Sustainability

Named to the Dow Jones Sustainability World Index for the first time and the Dow Jones Sustainability North America Index for the third consecutive year.

Received listing in the RobecoSAM 2018 Sustainability Yearbook, which recognizes the top 15% of organizations in their industry for their environmental, social and governance leadership.

Was the first North American REIT to sign the UN Women’s Empowerment Principles and join the CEO Action for Diversity and Inclusion.

Designated as a GRESB Green Star for sustainability performance for fourth consecutive year.

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Executive Compensation—CD&A  LOGO

* Same store net operating income is anon-GAAP financial measure. For a reconciliation of this number to the most directly comparable GAAP numbers, please see Appendix A to this Proxy Statement.

PRO RATA DISPOSITION PROCEEDS

($billions)

PRIVATE PAY

GENERAL & ADMINISTRATIVE EXPENSES AS A PERCENTAGE OF GROSS ASSETS

LOGOLOGOLOGO

LOGO

COMPENSATION PHILOSOPHY AND OBJECTIVES

The philosophy underlying Welltower’s executive compensation program is tothat we should provide competitive pay for achieving rigorous performance goals. The objective is to attract and retain the caliber of executive officers and other key employees necessary for Welltower to deliver sustained high performance to shareholders. The short and long-term metrics built into the compensation program are specifically designed to align management and shareholder interests directly. Outlined below are the principles underlying Welltower’s executive compensation program.

 

Strongly align pay and performance, utilizing absolute and relative goals across annual and multi-yearperformance periods

•

Strongly align pay and performance, utilizing absolute and relative goals across annual and multi-year performance periods

¡

Payouts vary based upon the degree to which performance measurestargets are achieved.

•¡

Multiple performance measures are used to ensure a focus on overall Welltower performance.

•¡

Variable reward payouts are designed to provide competitive compensation for achieving expected performance and enhanced compensation for making business decisions that lead to performance that exceeds expectations.

•

Attract and retain top management talent

¡

The executive compensation program is structured to attract and retain individuals with the skills necessary to effectively manage a complex, growing international business.

¡

The Compensation Committee considers the median compensation level of similarly-situated executives when setting target compensation levels, with above median payouts for superior performance.

¡

Individual performance is a key element in the annual cash bonus program, which is designed to motivate executives to perform at the highest levels.

•

Link compensation realized to the achievement of Welltower’s shortshort- and long-term financial and strategic goals

•¡

A majority of each Named Executive Officer’s total direct compensation opportunity is in the form of annual and long-term incentive compensation.

WELLTOWER•2022 Proxy Statement     36

 
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•

Participation in performance-based programs is intended to drive long-term performance that exceeds peers.

•Performance measures are selected based on a careful assessment of measures that will encourage profitable growth and increase shareholder value.

•¡

Actual compensation may be above or below the targeted level, depending on achievement relative topre-established performance goals that reflect Welltower’s shortshort- and long-term business plans.

Align management and shareholder interests by engaging in long-term shareholder value creation

 

•

Align management and shareholder interests by engaging in long-term shareholder value creation

¡

Long-term incentives are granted in the form of equity awards that vest based on performance and continued employment over multiple years, which aligns management’s interests with those of Welltower’s shareholders.

•¡

The current incentive programs include an annual cash bonus component and aan equity component with successive three-year forward-looking component emphasizingperformance periods to emphasize both shortshort- and long-term shareholder value creation.

•¡

Stock ownership guidelines require that Board members and executives to maintain significant levels of stock ownership, further emphasizing the focus on long-term shareholder return and alignment with shareholder interests.

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LOGOExecutive Compensation—CD&A

 

Attract and retain top management talent

 

•The executive compensation program is structured to attract and retain individuals with the skills necessary to effectively manage a complex, growing international business.
LOGO•The Compensation Committee considers the market compensation levels when setting target compensation for the NEOs, with actual payout levels aligning with company performance.
•POLICIES AND PROCEDURESAs a key element of our incentive program, individual performance metrics motivate executives to perform at the highest levels and determine actual payouts of annual cash bonuses.

The Compensation Committee is responsible for determining the nature

Policies and amount of compensation for Welltower’s Chief Executive Officer and for reviewing and approving the compensation for Welltower’s other executive officers.Procedures

Welltower’s compensation policies and programs are designed to implement the philosophy described above. The Compensation Committee

Welltower has employedadopted a number of measures in an effort to drive performance, and align executive and shareholder interests.interests, and implement the compensation philosophy described above.

 

What Welltower Does       What Welltower Doesn’t Do

LOGO            

Pays for performance.A significant portion of executive pay is not guaranteed, but rather isat-risk and tied to key financial and value-creation metrics that are disclosed to shareholders. Welltower’s performancePerformance awards are only earned by achievingif certain performance hurdles.hurdles are achieved.        Guarantee salary increases, bonuses or equity grants.

LOGO    Welltower does not guarantee annual salary increases, bonuses or equity grants. We currently have no guaranteed commitments to grant any bonuses or equity-based awards.

Balances shortshort- and long-term incentives.The incentive programs provide an appropriate balance of annual and longer-term incentives.

LOGO    

Provide excise tax gross-up payments. Welltower does not have any employment agreements that require excise tax gross-up payments and does not intend to enter into agreements that provide for such payments in the future.
Caps award payouts.Amounts or shares that can be earned under the annual incentive program and the long-term incentive program are capped. NoThere are no guaranteed minimum amounts or awards are provided.

LOGO    awards.

Reprice options; no cash buyout. Since the initial public offering in 1978, Welltower has not repriced or otherwise reduced the per-share exercise price of any outstanding stock options. Repricing of stock options without shareholder approval is not permitted under the 2016 Long-Term Incentive Plan. Welltower has also never bought out options or SARs with cash.
Maintains stock ownership guidelines.The CEO and other executive officers must own shares with a fair market value of six times base salary and three times base salary, respectively. Thenon-employee directors must own shares with a fair market value of five times the annual cash retainer.

LOGO    Provides enhanced change in control protections only after double-trigger. The CEO’s employment agreement includes “double trigger” severance provisions requiring both a change in control and a subsequent qualifying termination of employment.

LOGO    Utilizes an independent compensation consulting firm. The Compensation Committee has engaged an independent compensation consulting firm that specializes in the real estate investment trust (“REIT”) industry.

LOGO    Maintains a clawback policy. The clawback policy allows Welltower to require repayment of incentive compensation paid or awarded to officers based on financial results that were subsequently part of a financial restatement due to materialnon-compliance with financial reporting requirements if the misconduct of such officers contributed to suchnon-compliance or in the event that an officer materially violates a Welltower policy or takes any action or omission that results in material financial or reputational harm to Welltower.

LOGO    Conducts a risk assessment. The Compensation Committee annually conducts a compensation risk assessment to determine whether the compensation policies and practices, or components thereof, create risks that are reasonably likely to have a material adverse effect on Welltower.

 

LOGO    

Guarantee salary increases, bonuses or equity grants.Welltower does not guarantee annual salary increases or bonuses to anyone. It currently has no guaranteed commitments to grant any equity-based awards.

LOGO    Provide excise taxgross-up payments. Welltower does not have any employment agreements that include excise taxgross-up payments and does not intend to enter into agreements that provide for such payments in the future.

LOGO    Reprice options. Since its initial public offering in 1978, Welltower has not repriced or otherwise reduced theper-share exercise price of any outstanding stock options. Repricing of stock options without shareholder approval is not permitted under the 2016 Long-Term Incentive Plan.

LOGOPledging or hedging. Welltower’s directorsDirectors and executive officers are prohibited from entering into hedging or monetization transactions with respect to Welltower’s securities and from holding Welltower’s securities in margin accounts or otherwise pledging such securities as collateral for loans.

LOGO    

WELLTOWER•2022 Proxy Statement     37

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What Welltower DoesWhat Welltower Doesn’t Do
Utilizes an independent compensation consulting firm. The Compensation Committee has engaged an independent compensation consulting firm that specializes in the REIT industry.Dividends or dividend equivalents on unearned performance shares.Performance share award agreements do not provide for the payment of dividends until the underlying shares are earned.

        
30  |Maintains a clawback policy. The clawback policy allows Welltower to require repayment of incentive compensation paid or awarded to officers in certain cases if there is misconduct that contributes to a financial restatement or material financial or reputational harm to Welltower.         NoticeNo automatic single-trigger vesting. Awards under Welltower’s various long-term incentive programs do not automatically accelerate in the event of Annual Meetingchange in control of ShareholdersWelltower. and 2019 Proxy Statement

Executive Compensation—CD&AConducts a risk assessment. The Compensation Committee annually conducts a compensation risk assessment to determine whether our compensation policies and practices, or components thereof, create risks that are reasonably likely to have a material adverse effect on Welltower.    LOGO
 Responsible Share Recycling. The 2016 Long-Term Incentive Plan does not include liberal share recycling provisions that could otherwise dilute Welltower’s shareholders.

 

WHO MAKES COMPENSATION DECISIONS

LOGOROLE OF THE COMPENSATION CONSULTANT

The Compensation Committee is responsible for determining the nature and amount of compensation for Welltower’s Chief Executive Officer and for reviewing and approving the compensation for Welltower’s other executive officers. More generally, the Compensation Committee is responsible for Welltower’s executive compensation program and implementing its underlying philosophy and policies. An independent compensation consultant and certain members of management assist in this work.

ROLE OF THE COMPENSATION CONSULTANT

The Compensation Committee has engaged FPL AssociatesFerguson Partners Consulting (“FPL”FPC”) as its independent compensation consultant to advise the Committee onprovide advice about compensation program design, the components of Welltower’s executive compensation programs, and the amounts Welltower should pay its executive officers.

FPL

FPC performs no services for management unless requested by and on behalf of the Chair of the Compensation Committee. The consultant generally attends meetings of the Compensation Committee, and the Chair of the Compensation Committee frequently interacts with the consultant between meetings to define the nature of work to be conducted, review materials to be presented at meetings, and obtain the consultant’s opinion and perspective on proposals prepared by management.

During 2018, FPL2021, FPC performed the following specific services:

 

•Consulted on COVID-19 compensation impact in the industry;
•Re-evaluated the peer group;
•Conducted a comprehensive review of Welltower’s compensation programs as compared to market data;
•Performed a risk assessment of Welltower’s compensation programs;
•Assisted with the development of key incentive performance metrics to align with the business; and
•Kept the Compensation Committee apprised throughout the year on key legislative developments impacting compensation and emerging best practices.

Re-evaluated the peer group;

Conducted a comprehensive review of executive compensation;

Performed a risk assessment of Welltower’s compensation programs; and

Kept the Compensation Committee apprised throughout the year on key legislative developments impacting compensation and emerging best practices.

As part of the process of assessing the effectiveness of Welltower’s compensation programs and assisting with implementation, the consultant also interacts with members of management. The consultant’s primary contact with management is the Senior Vice President - Human Capital. TheFPC’s independence of FPL was assessed by the Compensation Committee most recently in early 2019,2022, and no conflicts of interest were found.

 

WELLTOWER•2022 Proxy Statement     38

LOGOINPUT OF EXECUTIVE OFFICERS ON COMPENSATION
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INPUT OF EXECUTIVE OFFICERS

The Compensation Committee receives input from certain officers on a variety of issues related to compensation.

 

Welltower’s Chief Executive Officer considers the performance of each other NEO and makes recommendations to the Compensation Committee regarding each other NEO’s individual performance score associated with the annual cash bonus program, and future increases to base salary and incentive compensation opportunities. The Compensation Committee takes these recommendations into consideration when determining earned incentive compensation and when setting compensation levels and opportunities
•Welltower’s Chief Executive Officer considers the performance of the other NEOs and makes recommendations to the Compensation Committee regarding their respective individual performance scores for the annual cash bonus program, as well as future increases to base salary and incentive compensation opportunities. The Compensation Committee takes these recommendations into consideration when making its decisions.
•Each year, management establishes an annual business plan for the Board’s review, which includes financial budgets and key financial and strategic objectives for Welltower. The Compensation Committee ensures those financial and strategic objectives are included in the annual plan.
•Welltower’s Executive Vice President - Chief Financial Officer assists the Compensation Committee in assessing the financial impact of compensation decisions.
•Welltower’s Executive Vice President - General Counsel & Corporate Secretary and Senior Vice President - Head of Human Capital assist the Compensation Committee with legal compliance for the coming year.

Each year, management establishes an annual plan for the Board’s review, which includes financial budgets and key strategic objectives for Welltower. The Compensation Committee has designed the compensation programs, to encompass key financial and strategic objectives included in the annual plan.

Welltower’s Executive Vice President - Chief Financial Officer assists the Compensation Committee in assessing the financial impact of compensation decisions.

Welltower’s Senior Vice President - General Counsel & Corporate Secretary and Senior Vice President - Human Capital assist the Compensation Committee in administering the compensation programs, including Welltower’s 2016 Long-Term Incentive Plan as well as the three-year rolling long-term incentive programs, and ensuring that all relevant documentation and disclosures are completed.

Notice of Annual Meeting of Shareholders and 2019 Proxy Statement   |

  31     

LOGOExecutive Compensation—CD&A

 

SHAREHOLDER OUTREACH INITIATIVES

LOGOSHAREHOLDER OUTREACH INITIATIVES

 

At the 2018 Annual Meeting, approximately 93% of shareholder votes were cast in favor of approval of the compensation paid to the NEOs (commonly referred to as the“Say-on-Pay” proposal). This represents a similar voting result to the 2017Say-on-Pay proposal (approximately 96%

At the 2021 Annual Meeting, approximately 93% of shareholder votes were cast in favor of approval of the compensation paid to the NEOs (commonly referred to as the “Say-on-Pay” proposal). This was similar to the 2020 Say-on-Pay voting results (approximately 94% in favor). The Compensation Committee and management were pleased with these results and continue to engage with shareholders as part of their continuing efforts to refine and enhance the executive compensation program.

 

In 2018, members of senior management conducted over 300 meetings with investors and analysts to discuss a number of topics, including, but not limited to, financial results, Welltower strategy, objectives and performance, compensation metrics, corporate governance initiatives and industry trends. During 2018, Welltower adopted proxy access in light of input received from its shareholders. In December 2018, Welltower hosted its 2018 Investor Day at which over 300 shareholders, investors, analysts, and other stakeholders attended in person or participated online. At the 2018 Investor Day, the Chief Executive Officer and other members of senior management discussed, among other things, Welltower’s performance in 2018 and provided a financial review and outlook for 2019.

LOGO

The Compensation Committee considered the opinions provided during shareholder and investor meetings during the past few years and feedback it received from proxy advisory firms in its assessment of the 20182021 compensation program. InvestorsFor example, based on discussions with shareholders and investors, we enhanced the ESG measures in our 2021 annual incentive program as a separate goal rather than as part of an evaluation of individual performance. Recent Say-on-Pay votes indicate that investors have been pleased with Welltower’s continuing efforts to enhancesustain the connection between pay and performance andperformance. Accordingly, the Compensation Committee did not make any specificother changes to Welltower’s 20182021 executive compensation program as a result of the 20182021 Say-on-Pay vote or these outreach efforts.

 

WELLTOWER•2022 Proxy Statement     39

32  |Notice of Annual Meeting of Shareholders and 2019 Proxy Statement

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Executive Compensation—CD&A  LOGO

COMPENSATION PEER GROUP

 

LOGOCOMPENSATION PEER GROUP

As part of its annual review,Every year the Compensation Committee conducts a comprehensive evaluation of theWelltower’s executive compensation programs relative to a relevant peer group of comparable REITs. TheWhen evaluating the peers, the Compensation Committee examines companies similar in size, business model, geographic footprint, regulatory environment, competitive dynamics, and/or other considerations. This competitive review is one of the compensationchief elements the Compensation Committee takes into accountconsiders in making compensation decisions. AlongWhile Welltower is a publicly-traded REIT and it generally selects other companies of this nature to compose the peer group, it is important to acknowledge that it does not only compete for talent with Welltower’s performance,peers in the REIT industry. Welltower competes for talent beyond just the REIT industry, including investment banks and private equity firms, and the Compensation Committee also considers the experience, tenure and past performance of each of the executive officers.compensation practices in these other industries.

Across the equity-based public REIT industry, Welltower was the 5theleventh largest REIT measured by enterprise value and the 7th largest REIT measured by market capitalization as of December 31, 2018, and Welltower is included2021. The other companies in the S&P 500 Index. As illustrated below, the peer group was selected because its members are similar in size to Welltower and share a similar business model, geographic footprint, regulatory environment and/or competitive dynamics. The peer group represents the industries with which Welltower currently competes for executive talent, and also includes itsour principal business competitors. The Compensation Committee periodically considers the composition of the peer group and revised the peer group in late 2018, after establishing 2018 compensation levels, to remove General Growth Properties, Inc. following its acquisition by Brookfield Property Partners L.P.

 

Market Capitalization vs. PeerIndustry

Market

Capitalization  

  American Tower Corp.

Specialty

$69.7 billion  

  Simon Property Group Inc.

Regional Mall

$52.0 billion  

  Prologis, Inc.

Industrial

$37.0 billion  

  Public Storage

Self-Storage

$35.3 billion  

  Equinix

Specialty

$28.3 billion  

  Welltower Inc.

Health Care

$26.1 billion  

  Equity Residential

Multi-Family

$24.3 billion  

  AvalonBay Communities, Inc.

Multi-Family

$24.1 billion  

  Ventas, Inc.

Health Care

$21.0 billion  

  Boston Properties, Inc.

Office

$17.4 billion  

  HCP, Inc.

Health Care

$13.3 billion  

  Vornado Realty Trust

Diversified

$11.8 billion  

 

Source:

S&P Global, data as of December 31, 2018.

LOGO

Enterprise Value vs. Peer Group

PeerIndustryMarket
Capitalization
American Tower Corp. (AMT)Specialty          $133.2
Prologis, Inc. (PLD)Industrial$124.5
Equinix (EQIX)Specialty$76.2
Public Storage (PSA)Self-Storage$65.7
Simon Property Group, Inc. (SPG)Regional Mall$52.5
Digital Realty Trust (DLR)Specialty$51.4
Welltower Inc. (WELL)Health Care$37.3
AvalonBay Communities, Inc. (AVB)Multi-Family$35.3
Equity Residential (EQR)Multi-Family$33.9
Ventas, Inc. (VTR)Health Care$20.4
Healthpeak Properties, Inc. (PEAK)Health Care$19.5
Boston Properties Inc. (BXP)Office$18.0
Vornado Realty Trust (VNO)Diversified$8.0

 

Source:

S&P Global, data as of December 31, 2018.

Source: Bloomberg, data as of December 31, 2021.

 

 

The Compensation Committee believes that market data plays an important role in the design and implementation of optimalits compensation programs. FPL and theThe Compensation Committee considerconsiders multiple factors and types of internal and external data in making both individual and plan-level compensation decisions. The benchmarking data provides an important important—but not dispositive—reference point when evaluating whether pay levels are appropriate, however, it is a single point of reference and one of several factors utilized when ultimately making pay decisions.appropriate. Although the Compensation Committee does not precisely benchmark to a specific market percentile, the market median typically is typically an initial focus and point of reference.

Findings from the most recent peer group review indicated that Mr. DeRosa’s 2018Mitra’s 2021 total target remunerationcompensation (sum of base salary, target cash bonus and target equity awards) ranked at approximately the 6033thrd percentile among the CEOs in the peer group.group, which was up from the 20th percentile last year. This increase is due to the Compensation Committee’s recognition of Mr. Mitra’s effectiveness as a leader through gradual increases in his compensation since he became CEO in 2020. The Compensation Committee will continue to evaluate his compensation and, to the extent he continues to perform at a high level, it expects to provide future pay increases to better align his pay with that of his peers. The Compensation Committee has continued to evaluate the compensation of Mr. Mitra since his promotion to CEO. The goal is to maintain his compensation at a competitive level with his peers with substantially similar roles and responsibilities.

The Compensation Committee will continue to evaluate and adjust target compensation and corresponding incentive opportunity levels over time to make sureensure Welltower’s compensation programs are competitive and consistent with itsour compensation philosophy.

 

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Notice of Annual Meeting of Shareholders and 2019 Proxy Statement   |

COMPENSATION ELEMENTS AND RESULTS

 

  33     

LOGOExecutive Compensation—CD&A

LOGOCOMPENSATION ELEMENTS AND RESULTS

The Compensation Committee has adopted a compensation program that meets Welltower’s goals of aligning executive and shareholder interests and incentivizing Welltower’s executives. The allocationbalance of the elements ofin the compensation program—base salary, annual cash incentivesboth fixed and long-term equity incentives—variable and short and long term—helps Welltower to retain, motivate, and reward the NEOs and other executives, and, at the same time, emphasizeswith an emphasis on performance-based compensation. The charts below illustrate the NEO’s base salary, annual cash incentives (at target) and long-term equity incentives (at target) as a percent ofNEOs’ total target direct compensation for 2018.2021. A total of 72%93.5% of Welltower’s CEO’s compensation is performance-basedat risk and, on average, 66%85.3% of the total target compensation of Welltower’s other NEO’s total target compensationNEOs is performance-based.at risk.

 

(1)

LOGO

CEO

LOGO

AverageThe charts include the Black-Scholes value of Other NEOs

the performance-based stock option award received by Messrs. Mitra, Burkart, McHugh and McQueen and Ms. Menon on December 13, 2021. The likelihood of meeting this goal was improbable as of December 31, 2021, and, therefore, we have not recognized any related expense during 2021 and there is no value included for these options in the Summary Compensation Table.

The Compensation Committee has continued to evaluate the compensation of Mr. DeRosa during his tenure as CEO. His target compensation started as the lowest among the CEOs in the peer group. Since that time, Mr. DeRosa has proven to be a very effective leader and the Compensation Committee has rewarded him for his accomplishments by gradually increasing his base salary and overall target remuneration over time.The goal is to maintain his compensation at a competitive level with his peers with substantially-similar roles and responsibilities. This goal is being accomplished while remaining committed to “best practices” with respect to Mr. DeRosa’s employment agreement, which includes:

Base Salary

 

No automatic renewal features

No cash severance payable upon expiration of the employment agreement

No guaranteed salary or bonus payments

No excise taxgross-ups

Double-trigger required for severance and acceleration of equity awards in connection with a change in control

Base Salary

Base salaries are established at levels that will attract and retain talented executives. To that end, base salaries are generally targeted to approximate the market median, but may deviate from this competitive position based on the scope of the individual’s role in the organization, the individual’s experience in the current position, and individual performance. Base salaries are reviewed annually and may be adjusted to better match market competitive levels and/orlevels. Salaries for Messrs. Mitra and McQueen and for Ms. Menon were increased in 2021 to recognize an individual’sindividual performance and continued growth and development.development in their roles. Mr. Mitra’s 2021 base salary was at the 50th percentile of the peers. Base salaries for the NEOs were as follows:are shown below.

 

Executive

    

 

2017

Annual

Salary

 

     

 

2018

Annual

Salary

 

     

 

% Increase

 

  2020
Annual Salary
($)		 2021
Annual Salary
($)		  % Increase 

Thomas J. DeRosa

    

 

$

 

 

1,000,000

 

 

 

 

    

 

$

 

 

1,100,000

 

 

(1) 

 

 		    

 

 

 

 

10

 

 

% 

 

John A. Goodey

    

 

 

 

 

600,000

 

 

(2) 

 

 		    

 

 

 

 

600,000

 

 

(3) 

 

 		    

 

 

 

 

0

 

 

% 

 

Mercedes T. Kerr

    

 

 

 

 

484,500

 

 

 

 

    

 

 

 

 

484,500

 

 

 

 

    

 

 

 

 

0

 

 

% 

 

Shankh Mitra

    

 

 

 

 

425,000

 

 

 

 

    

 

 

 

 

700,000

 

 

(4) 

 

 		    

 

 

 

 

65

 

 

% 

 

  900,000   1,000,000   11.1%
John F. Burkart  —   600,000(1)   0%
Timothy G. McHugh  600,000   600,000   0%

Matthew G. McQueen

    

 

 

 

 

370,000

 

 

 

 

    

 

 

 

 

450,000

 

 

(5) 

 

 		    

 

 

 

 

22

 

 

% 

 

  480,000   550,000   14.6%
Ayesha Menon  425,000   550,000   29.4%

 

(1)
34  |Notice of Annual Meeting of Shareholders and 2019 Proxy Statement

Executive Compensation—CD&A  LOGOMr. Burkart was hired on July 19, 2021. His salary was prorated for the time he served during the year. Such prorated amount equaled $273,076.

 

(1)

On January 1, 2018, Mr. DeRosa’s base salary was increased from $1,000,000 to $1,100,000 in recognition of his individual performance and in connection with Welltower’s ongoing efforts to more closely align his remuneration with his peers with substantially-similar roles and responsibilities.

(2)

On October 3, 2017, Mr. Goodey was appointed to serve as Executive Vice President - Chief Financial Officer. In connection with this promotion, Mr. Goodey’s salary was increased from $363,895 to $600,000. Mr. Goodey received a blended base salary in the amount of $454,457 in 2017, which was converted from GBP to USD as of October 3, 2017 at a rate of 1.3278.

(3)

Mr. Goodey’s base salary was paid (a) in GBP from January 1, 2018 to October 31, 2018 in the amount of $476,650, which was converted from GBP to USD as of December 31, 2018 at a rate of 1.2760 and (b) in USD from November 1, 2018 to December 31, 2018 in the amount of $100,000. Mr. Goodey received a blended base salary in the amount of $576,650 in 2018.

(4)

On August 7, 2018, Mr. Mitra was appointed to serve as Executive Vice President - Chief Investment Officer. In connection with this promotion and the accompanying significant increase in responsibilities, Mr. Mitra’s base salary was increased from $425,000 to $700,000, which was made effective as of January 1, 2018.

(5)

On January 1, 2018, Mr. McQueen’s base salary was increased from $370,000 to $385,000, in recognition of his individual performance and, on August 1, 2018, Mr. McQueen’s base salary was increased from $385,000 to $450,000, in connection with Welltower’s efforts to more closely align his remuneration with his peers with substantially-similar roles and responsibilities. Mr. McQueen received a blended base salary in the amount of $412,083 in 2018.

Annual Incentives

Annual incentives reward the executives for achieving certainprescribed performance objectives tied to Welltower’s annual business plan, as well as achieving individual performance objectives. Under this program, a range of earningsearning opportunities is established for each executive at the beginning of the performance period, expressed as percentages of base salary and corresponding to three levels of performance (threshold, target and high) on four different performance metrics or categories. In each case, threshold performance will lead to a 50% payout, target performance will lead to a 100% payout, and high performance will lead to a 200% payout.

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The rigorous corporate performance measures and weightings setadopted by the Compensation Committee for 20182021 under the annual incentive program are described below. For 2018,

Normalized Funds From Operations (FFO) Per Diluted Share Weighting 2021 Goal Threshold$2.61 Target $2.76 High$2.91 Actual $3.21 Mitra Burkart McHugh McQueen Menon Why Welltower chose this measure: FFO is a common non-GAAP measure of earnings performance for REITs because it provides insight into the earnings generated from the real estate platform. In addition, it is the measure most commonly used by analysts to assess the performance of REITs. FFO means net income attributable to common stockholders, computed in accordance with U.S. GAAP, excluding gains (or losses) from the sale of real estate and impairments of depreciable assets, plus real estate depreciation and amortization, and after adjustments for unconsolidated entities and non-controlling interests. Normalized FFO attributable to common stockholders for 2021 represents FFO adjusted for net gains (or losses) on derivatives and financial instruments, losses on extinguishment of debt, provision for loan losses, non-recurring income tax benefits, certain other expenses or income, and normalizing items relating to unconsolidated/non-controlling measures. See Appendix A for a discussion and reconciliation of non-GAAP measures. If Welltower achieves a high level of Normalized FFO per diluted share as a result of inappropriate amounts of leverage, the Compensation Committee eliminated two performance metrics includedmay determine that bonuses should not be paid for this goal. In 2021, the Compensation Committee set target normalized FFO of $2.76 per diluted share to align with Welltower’s annual business plan. The 2021 goal contemplated a significant diminution in profitability as compared to 2020 levels for our seniors housing portfolio, coupled with further challenges elsewhere in the 2017 annual incentive program, portfolio, all resulting from the impact of the COVID-19 pandemic.

Adjusted Fixed Charge Coverage and Cash NOI of 2016 Operating Acquisitions vs. Underwritten Projections, in lightWeighting 2021 Goal High 3.65X Target3.40X Threshold3.15XActual3.60X Why Welltower chose this measure: Adjusted Fixed Charge Coverage emphasizes the strength of Welltower’s balance sheet and our ability to service interest and fixed charges. Adjusted fixed charge coverage is a ratio of fixed charges to Adjusted EBITDA (earnings before interest expense, income taxes, depreciation and amortization). Adjusted EBITDA excludes unconsolidated entities and includes adjustments for stock-based compensation expense, provision for loan losses, gains/losses on extinguishment of debt, gains/losses/impairments on properties, gains/losses on derivatives and financial instruments, other expenses, additional other income, and other impairment charges. Fixed charges include total interest and secured debt principal amortization. See Appendix A for a discussion and reconciliation of non-GAAP measures. The Compensation Committee set target at 3.40x based on the end of year 2020 spot adjusted fixed charge coverage.

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General and Administrative Expense ControlsWeighting 2021 Goal Threshold$140.0M Target$137.5M High$135.0M Actual$126.7M Mitra Burkart McHugh Mc Queen Menon Why Welltower chose this measure: Welltower believes it is appropriate to maintain corporate overhead spending objectives. This measure is included in the annual incentive program to emphasize the importance of driving value for shareholders in the most efficient ways and at the lowest expense, as well as the importance of adhering to the budgeted G&A amount and allowing Welltower to grow in an appropriate fashion. The Compensation Committee set target at $137.5 million, showing our commitment to driving effectiveness and cost savings through the performance period. The Compensation Committee set target at $137.5 million reflecting the expansion of our investments team to capitalize on new growth opportunities and the continued enhancement of our industry-leading data analytics platform.

ESG Measures

Weighting 2021 Goal The NEOs are evaluated on three ESG goals.Why Welltower chose this measure: ESG, especially the “S,” has been a focal point for Welltower for many years. Beginning in 2021, to formalize this focus, the annual incentive program introduced goals to (1) measure our progress to reduce greenhouse gas (“GHG”) emissions, energy and water use by 10% from 2018 to 2025, (2) provide more training and development opportunities for our workforce to grow and engage in the business, and (3) ensure our employees understand our code of business conduct and anti-corruption policies that are core to how we operate our business. For 2022, we plan to expand our ESG measures for the annual incentive program to include more of our key corporate initiatives to ensure that Welltower is a great place to work and a good corporate citizen in the communities in which we operate.The Compensation Committee established the environmental goal based on Welltower’s commitment to continued progress to protect the environment with our 2025 vision for reductions in our GHG emissions and energy and water usage. Our social goal of increasing opportunities for development in 2021 was achieved through our heightened focus on attracting and retaining talent and encouraging our employees to learn and grow. From a governance perspective, we built upon the firm foundation of our employee handbook and policies to ensure all of our employees understand how we operate our business with the highest level of integrity, both internally and externally.

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Individual Performance Weighting Mitra McHugh Burkart McQueen Menon 2021 Goal Each of the NEOs is evaluated against individual strategic goals. Why Welltower chose this measure: Welltower tailors individual goals to the roles and responsibilities of each NEO, including, among other things, the implementation and execution of targeted investment strategies, communication with investors, effective capital raising, promotion in the capital markets and participation in succession planning for management. Individual goals allow the Compensation Committee to evalute the performance of each executive and the business segments or functions each executive leads. An important component of this metric is whether an executive achieves business results in a manner that is consistent with corporate strategic plans and objectives. The Compensation Committee established individual goals based on Welltower’s key strategic objectives and strategies for 2018.2021 (and, as applicable, objectives for particular business segments or functions), as well as personal initiatives for 2021 that the Compensation Committee deemed important for each executive. Our NEOs’ individual achievements were attained at a “high"level. See a summary of these achievements for each NEO below.

2021 Individual Performance

 

MR. MITRA

    Normalized Funds from Operations (FFO) Per Share

2018 Goal

  LOGO

Weighting

  LOGO

Why Welltower chose this measure:  FFO is a commonnon-GAAP measure of earnings performance for REITs because it provides insight into the earnings generated from the real estate platform. FFO means net income attributable to common stockholders, computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of real estate and impairments of depreciable assets, plus real estate depreciation and amortization, and after adjustments for unconsolidated entities andnon-controlling interests. Normalized FFO for 2018 represents FFO adjusted for net gains (or losses) on derivatives and financial instruments and extinguishments of debt, incremental stock-based compensation, certain other expenses or income and normalizing items relating tounconsolidated/non-controlling interests. This measure is included in the compensation program because it is the measure most commonly used by analysts to assess the performance of REITs. If Welltower achieves a level of normalized FFO per share as a result of inappropriate amounts of leverage, the Compensation Committee may determine that bonuses should not be paid for this goal.

How the Compensation Committee set the 2018 goal:  In Welltower’s 2018 initial public guidance, it projected normalized FFO in a range of $3.95 to $4.05 per diluted share. Target performance was set at $4.00 or the midpoint of the initial guidance range. The range of $0.10 around target results in a threshold of $3.90 and a high of $4.10. The high score was set at $0.05 above the high end of initial public guidance.Performance Ranking: High performance would only be achieved if Welltower significantly exceeded the high end of such guidance.

 

•Further developed leadership team with industry expertise to utilize a data-driven approach to drive platform efficiencies, capital allocation decisions, process improvements and technological innovation
•Led the implementation of the strategic plan to ensure Welltower is positioned to drive sustainable shareholder value

Notice•

Entered into a definitive agreement to execute a series of Annual Meetingmutually beneficial transactions resulting in the substantial exit of Shareholders and 2019 Proxy Statement   |

  35     

Welltower’s operating relationship with Genesis
LOGO•Executive Compensation—CD&A

Attained highest stock multiple among health care REIT peers

Same Store NOI Growth

2018 Goal

    LOGO

Weighting

    LOGO

•

Why Welltower chose this measure:  Net operating income (“NOI”) is used to evaluate the operating performance of Welltower’s properties. NOI means total revenues, including tenant reimbursements, less property operating expenses, which represent costs associated with managing, maintaining and servicing tenants for Welltower’sGrew seniors housing operating portfolio spot occupancy by 510 bps since pandemic trough levels

•Maintained position as industry sector leader in attracting and outpatient medical properties. Same store NOI (“SSNOI”) is usedaccessing capital
•Expanded and diversified investor base with emphasis on long-term shareholders, including global pension funds, sovereign wealth funds, and ESG-focused funds
•Created and implemented a leadership development plan and a mechanism to evaluate key talent’s readiness to assume critical roles
•Maintained gender parity across the operating performance of Welltower’s properties using a consistent population which controls for changes in the composition of the portfolio. For purposes of SSNOI, same store is generally defined as those revenue-generating properties in the portfolio for the relevant year-over-year reporting periods. Land parcels, loans,sub-leases and any major capital restructurings as well as any properties acquired, developed/redeveloped, transitioned, (excepttriple-net properties to seniors housing operating properties with the same operator) sold or classified as held for sale during those periods are excluded from the same store amounts.

SSNOI represents NOI for same store properties adjusted for elimination ofnon-cash NOI, adjustments to translate Canadian properties at a USD/CAD rate of 1.25 and U.K. properties at a GBP/USD rate of 1.35, adjustments to reflect consistent ownership percentages, and other adjustments as disclosed in Welltower’s quarterly financial supplements.

How the Compensation Committee set the 2018 goal:  In Welltower’s 2018 initial public guidance, it projected blended SSNOI growthorganization, resulting in a rangesplit of 1.0% to 2.0%. The Compensation Committee set target performance49% women/51% men at 1.5%, the midpoint of the initial guidance. Threshold was set at 0.5% less than the lowyear end of the range and high was set at 0.5% over the high end of the range.

•Supported workforce diversity through mechanisms that advance minority group interests and communication within the organization through the Diversity Council and Employee Network Groups (ENGs)
36  |•Notice of Annual Meeting of Shareholders and 2019 Proxy Statement

Executive Compensation—CD&A  LOGO

General and Administrative Expense Controls

2018 Goal

    LOGO

Weighting

    LOGO

Why Welltower chose this measure:  Welltower believes it is appropriateProvided leadership to maintain corporate overhead spending objectives. This measure is included in the program to emphasize the importance of driving value for shareholders in the most efficient ways and at the lowest expense. 2018 included investments in technology and human capital that will drive effectiveness and growth for Welltower in the future.

How the Compensation Committee set the 2018 goal:  For this measure, the Compensation Committee set target at $128 million, which was $2 million below initial public guidance, showing commitment to driving effectiveness and cost savings through the performance period. Threshold was set at $5 million above target and high was set at $4 million below target.

(1)

Welltower reported general and administrative expenses of $126.4 million in its Annual Report on Form 10-K for the year ended December 31, 2018 and used general and administrative expenses of $122.8 million for purposes of considering annual incentives. The difference between these amounts is related to an incremental long-term incentive compensation expense recognized in the first quarter of 2018.

Individual Performance

2018 Goal

Each of the NEOs is evaluated against a set of

individual strategic goals.

Weighting

LOGO

Why Welltower chose this measure:  Welltower tailors individual goals to the roles and responsibilities of each NEO, including, among other things, the implementation and execution of targeted investment strategies, communication with investors, effective capital raising and promotion in the capital markets and participation in succession planning for management. Individual goals allow the Compensation Committee to evaluate the performance of each executive and the business segments or functions that an executive leads. An important component of this metric is whether the executive achieves business results in a manner that is consistent with corporate strategic plans and objectives.

How the Compensation Committee set the 2018 goals:  The Compensation Committee established individual goals based on Welltower’s key strategic objectives for 2018 (and, as applicable, objectives for business segments or functions for which the executive is primarily responsible), as well as personal initiatives for 2018 for each executive that the Compensation Committee deemed were important.

Notice of Annual Meeting of Shareholders and 2019 Proxy Statement   |

  37     

LOGOExecutive Compensation—CD&A

2018 Individual Performance

Mr. DeRosa

•   Actively championed with investors, health care leaders, partners, prospective partners and other key influencers Welltower’s strategy of providing real estate settings that promote wellness for an aging population and partnering with health systems to lower health care costs and improve outcomes.

•   Delivered strong financial results and extraordinary accretive investment growth in a challenging operating environment by completing more than $4 billion in gross investments, $290 million in developments and $1.8 billion in dispositions and delivering an annual total shareholder return of 15.3%.

•   Oversaw significant capital-raising efforts, including the issuance of $1.9 billion of senior unsecured notes and $795 million in equity.

•   Positionedestablish Welltower as a thought leader and agent of change for the aging population, in health care delivery and the aging population by:

•   serving as a Governor of the World Economic Forum;

•   speaking at major conferences with leaders of other S&P 500 companies, academic institutions and institutional investors;

•   changing Welltower’s NYSE ticker symbol to “WELL” and utilizing the NYSE bell-ringing event to highlight Welltower’s strategy and to donate $250,000 to organizations delivering and improving wellness and access to care for seniors;

•   launchingThe Welltower Report, which focuses on trends and insights within the dynamic health care real estate industry; and

•   issuingThe Development of the National Assisted Living Quality of Care Framework for Assisted Living Care, which was commissioned by Welltower and led by Johns Hopkins University School of Medicine.

•   Oversaw the acquisition of Quality Care Properties Inc. (“QCP”) and the partnership with ProMedica Health System (“ProMedica”) in the joint venture acquisition of QCP’s real estate assets relating to HCR ManorCare, Inc.’s (“ManorCare”) business. This acquisition created the largest health-system owned post-acute provider network and private pay seniors housing operator in the United States.

•   Created a framework for working with academic andnot-for-profit health care institutions, which resulted in opportunities for growth in Welltower’s strategic real estate footprint.

•   Substantially completed Welltower’s multi-year and multi-billion dollar portfolio repositioning plan, which puts Welltower on the path to earnings and cash flow growth.

•   Continued to diversify Welltower’s shareholder base, including,ESG – notably the Qatar Investment Authority’s investment of $300 million.

•   Championed diversity at all levels of the organization, including at the Board level where he recruited two national health care executives, Dr. DeSalvo and Ms. Spisso. 55% of Welltower’s independent directors are now women or individuals from minority groups, which positioned Welltower as one of the top ranking S&P 500 companies with respect to board diversity. Additionally in 2018, 45% of Welltower’s new hires for revenue-generating roles were women. Welltower was also recognized as one of the top 15 companies in Ohio for diversity and inclusion by the National Diversity Council of Ohio.

•   Directed Welltower’s issuing of its Human Rights Statement.

•   Signed the UN Women’s Empowerment Principles and joined the CEO Action for Diversity and Inclusion.

•   Recognized for leadership in sustainability including the prestigious Dow Jones Sustainability World Index and Dow Jones Sustainability North America Index. Notably, Welltower is one of only two U.S. -based REITs, and the only healthcare REIT, to be included in the Dow Jones Sustainability World Index.

 

WELLTOWER•2022 Proxy Statement     44

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MR. BURKARTPerformance Ranking: Above Target

 

•Evaluated the seniors housing operating business and developed short- and mid-term strategy to maximize the seniors housing operating portfolio value

Mr. Goodey

•Led

Evaluated the outpatient medical business and identified opportunities to improve cash flows from wholly-owned properties and overall platform
•Evaluated Asset Management and Portfolio Management functions at Welltower and created a plan to formalize and improve both functions to maximize platform value
•Evaluated Welltower’s Corporate Finance team, which was responsible for executing $1.9 billiondata platform, information flow, and road map, refined certain aspects of the plan, and drafted the longer-term vision
•Created a senior unsecured notes offeringsapartments and raising $795 million in equity,multi-family data analytics platform to analyze similar site, rent prediction and played an important role in delivering a calendar year annual total shareholder return of 15.3%.

•   Refinanced Welltower’s $3.0 billion credit facility with a consortium of 31 regional, national and international banks.

•   Provided strategic leadership to Welltower’s accounting and tax functions, including initiating enhancements in talent, technology and core processes.

•   Oversaw restructuring of Welltower’s purchasing and accounts payable models and processes.

•   Supported and oversaw UK and Canadian business operations and assisted in transitioning leadership of international team.

•   Partnered with CEO and Executive Vice President - Chief Investment Officer to diversify shareholder base.

•   Managed adjusted corporate general and administrative expenses to approximately $123 million in 2018, which maintains significant reductions from the prior two years.

rent premiums

 

38  |MR. MCHUGHNotice of Annual Meeting of Shareholders and 2019 Proxy Statement

Executive Compensation—CD&A  LOGO

Ms. Kerr

•   Partnered with CEO, Executive Vice President - Chief Investment Officer and other senior leaders to identify, build, manage and reposition relationships with health systems, seniors housing operators, real estate developers and financial institutions to optimize operating performance and grow Welltower’s high-quality health care property portfolio, which resulted in more than $4 billion in gross investments and $290 million in developments.

•   Led the optimization of the outpatient medical business, including the strategic hire of Keith Konkoli as Senior Vice
President- Real Estate Services, positioning the platform for growth.

•   Represented Welltower’s interest by serving on the Boards of Sunrise Senior Living and Silverado.

•   Represented Welltower on the Executive Committee of the American Seniors Housing Association, the Board of Directors of NIC, the Board of Counselors of the University of Southern California’s Davis School of Gerontology and the Board of the California Assisted Living Association (CALA).

Performance Ranking: High

 

•Reduced Welltower’s debt cost of capital as Moody’s Investors Services and S&P Global Ratings revised their ratings outlook for Welltower to Stable from Negative and affirmed Welltower’s issuer credit ratings as Baa1 and BBB+, respectively, while concurrently increasing balance sheet flexibility by completing asset sales and efficiently raising public equity

Mr. Mitra

•Actively championed with investors, health care leaders, partners, prospective partners and other key influencers Welltower’s strategy of providing real estate settings that promote wellness for an aging population and partnering with health systems to lower health care costs and improve outcomes.

Raised $2.8 billion gross equity proceeds via the ATM program
•Delivered strong financial results and extraordinary accretive investment growth in a challenging operating environment by completing more than $4Closed on $5.7 billion in pro rata gross investments $290 million in developments and $1.8$1.4 billion in pro rata dispositions and delivering an annual total shareholder returnloan payoffs during 2021
•Raised $1.75 billion in debt proceeds via three separate unsecured debt offerings with a weighted average duration of 15.3%.

9.5 years and a weighted average coupon of 2.57%

•Oversaw significant capital-raising efforts, includingWorked with leaders in Human Capital and Legal to revamp the issuance of $1.9 billion of senior unsecured notesWelltower Charitable Foundation and $795 million in equity.

•   Oversaw the acquisition of QCPlaunch corporate initiatives such as WELL-Matched and the partnership with ProMedica in the joint venture acquisition of QCP’s real estate assets relating to the business of ManorCare. This acquisition created the largest health-system owned post-acute provider networkGive-WELL

•Continued environmental efficiency upgrades (such as green building certifications and private paygreen leases) and increased sustainability data coverage within our seniors housing operator in the United States.

•   Led the repositioning of Welltower’s portfolio.

•   Partnered with CEOoperating and the Executive Vice President - Chief Financial Officeroutpatient medical portfolios to further diversify shareholder base, including, notably, the Qatar Investment Authority’s investment of $300 million.

•   Led the data sciencereport accurate energy and predictive analytics efforts to optimize the capital allocation process.

•   Transitioned seamlessly into the Executive Vice President - Chief Investment Officer role.

water usage

 

MR. MCQUEENPerformance Ranking: Above Target

•Protected infrastructure by reducing exposure to risk: particularly with respect to enterprise risk, litigation, and compliance with regulatory and SEC requirements

Mr. McQueen

•Led

Continued to enhance ESG disclosure and reporting and support of Welltower’s leadership on ESG matters
•Served as a key resource for the Board, including with respect to governance matters, the CEO transition and new board member onboarding
•Continued to lead Welltower’s legal, compliance, risk management, and internal audit teams which provided oversight on legal matters, compliance practices and risk management.

•   Partnered with leaders across the organization to balance legal risks and business opportunities to optimize Welltower’s financial performance, drive consistency and protect its infrastructure.

•   Led negotiations related to the acquisitionassumed leadership of QCP and the partnership with ProMedica in the joint venture acquisition of QCP’s real estate assets relating to the business of ManorCare. This acquisition created the largest health-system owned post-acute provider network and private pay seniors housing operator in the United States.

Welltower's human capital team

•Provided leadership in support of contractual relationships, proactively enforced and leveraged Welltower’s rights and expectations, and ensured adequate protections are included in new relationships
•Creatively reviewed and led efforts to advance workimplement Welltower’s proposed UPREIT structure to improve ability to acquire properties in corporate governance, board procedures and financial reporting.

a tax-deferred manner

•Provided guidance on the recruitment of two new board members, Dr. DeSalvo and Ms. Spisso, increasing Board diversity.

•   Supported Welltower’s portfolio repositioning plan.

•   

Partnered with the Executive Vice President - Chief Investment Officer and Executive Vice President - Chief Financial Officer to diversifyand the shareholder base and assistCorporate Finance team in significant capital raising efforts.

efforts
•Worked with the Chief Financial Officer and Human Capital to restructure the Welltower Charitable Foundation and launch new corporate initiatives related thereto
•In collaboration with management, oversaw negotiation and documentation implementation, and helped drive successful execution of $5.7 billion in pro rata gross investments and $1.4 billion in pro rata dispositions and loan payoffs, including transactions resulting in the substantial exit of Welltower’s operating relationship with Genesis

 

WELLTOWER•2022 Proxy Statement     45

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MS. MENONPerformance Ranking: Above Target

 

•Sourced new and grew existing partnerships with key developers, including pipeline partnership agreements or letters of intent with eight groups
•Made strides in building Welltower’s brand for Wellness Housing across strategically relevant players in the market (e.g., brokers, bankers, market makers) to improve deal flow, access, knowledge and execution

Notice of Annual Meeting of Shareholders•

Identified an opportunity to create a new research and 2019 Proxy Statement   |

  39     

data function to produce consistent, reliable market and submarket research and economic forecasts
LOGO•Collaborated with other senior leadership to continually improve investment and asset management capabilities by recruiting talent, implementing new processes, mentoring, and adopting new technology tools
•Executive Compensation—CDSupported advancement of diversity and inclusion through active participation and engagement on Welltower’s Diversity Council, including leading ENG Spotlight Q&A session on behalf of CORE, the South Asian ENG, and the Young Professionals ENG

 

Annual Incentive Payments

The table below illustrates each executive’s total annual incentive earnings opportunity taking into consideration both corporate and individual performance, under the annual incentive program, and the actual bonuses for 20182021 corporate and individual performance that were approved at the Compensation Committee’s February 7, 201915, 2022 meeting. ForThe high performance on both corporate measures and individual performance results, please refer to pages 38-39.NEO achievements resulted in the payouts below.

 

   2018 Annual Incentive Opportunity
(as a % of Base Salary)		  2018 Bonus Earned 
    Threshold   Target   High   % of Target   Amount 

 

 

  Thomas J. DeRosa

  

 

 

 

 

 

100

 

 

% 

 

 

 

 

 

 

200

 

 

% 

 

 

 

 

 

 

400

 

 

% 

 

 

 

 

 

 

160

 

 

% 

 

 

 

$

 

 

  3,520,000

 

 

 

 

 

  John A. Goodey

  

 

 

 

 

 

75

 

 

% 

 

 

 

 

 

 

150

 

 

% 

 

 

 

 

 

 

300

 

 

% 

 

 

 

 

 

 

131

 

 

% 

 

 

 

 

 

 

1,175,063

 

 

 

 

 

  Mercedes T. Kerr

  

 

 

 

 

 

75

 

 

% 

 

 

 

 

 

 

150

 

 

% 

 

 

 

 

 

 

300

 

 

% 

 

 

 

 

 

 

114

 

 

% 

 

 

 

 

 

 

828,495

 

 

 

 

 

  Shankh Mitra

  

 

 

 

 

 

87.5

 

 

% 

 

 

 

 

 

 

175

 

 

% 

 

 

 

 

 

 

350

 

 

% 

 

 

 

 

 

 

 

 

159

 

 

 

% 

 

 

 

 

 

 

1,944,688

 

 

 

 

 

  Matthew G. McQueen

  

 

 

 

 

 

37.5

 

 

% 

 

 

 

 

 

 

75

 

 

% 

 

 

 

 

 

 

150

 

 

% 

 

 

 

 

 

 

155

 

 

% 

 

 

 

 

 

 

479,046

 

 

 

 2021 Annual Incentive Opportunity
 (as a % of Base Salary)		 2021 Annual Incentive
Bonus Earned		 
 Threshold Target High % Payout
(as a % of
Base Salary)		 Amount ($) 
Shankh Mitra100% 200% 400% 392% 3,920,000 
John F. Burkart(1)62.5% 125% 250% 233% 634,438 
Timothy G. McHugh75% 150% 300% 294% 1,764,000 
Matthew G. McQueen50% 100% 200% 190% 1,045,000 
Ayesha Menon50% 100% 200% 186% 1,023,000 

LONG-TERM EQUITY INCENTIVE COMPENSATION

(1)Mr. Burkart joined Welltower during 2021 and received a pro rata portion of his 2021 annual incentive bonus.

All 2018 equity awards were granted in the form of restricted stock or restricted stock units (“RSUs”) and performance stock units (“PSUs”). Welltower has not awarded stock options since 2012.Long-Term Equity Incentive Compensation

2018-2020 LONG-TERM INCENTIVE PROGRAM

2021-2023 Long-Term Incentive Program

The NEOs received long-term equity incentive awards under the 2018-20202021-2023 Long-Term Incentive Program (“2018-20202021-2023 LTIP”) in the form of performance stock units (“PSUs”) (70%) and a choice of restricted stock units (“RSUs”) or stock options (30%). AwardsAll awards are subject to continued service with Welltower, and the PSUs are subject to the achievement of performance metrics and vesting criteria established by the Compensation Committee at the beginning of the performance period. A total of

Performance Stock Units

The Compensation Committee set two metrics for the PSUs: 75% of the 2018-2020 LTIP award was granted inperformance grant (52.5% of the form of performance-based PSUs, with 56.25% of this granttotal grant) is subject to Welltower’s relative total shareholder return (“TSR”) ranking for the3-year forward-looking performance period ending December 31, 2020(“2023 (“TSR-Based LTIP”) (with 37.5%and the remaining 25% (17.5% of the award measured against the NAREIT Health Care Index (the “NAREIT Index”) and 18.75% of the award measured against the Morgan Stanley (MSCI) US REIT Index (the “MSCI REIT Index”)). The Compensation Committee selected a relative TSR performance metric as the basis for Welltower’s performance-based LTIP awards because it allows shareholders to evaluate Welltower’s performance in comparison to its peers, as selected by two independent, widely-used REIT indexes. It also mitigates the impact of broad market trends that are not reflective of Welltower’s actual performance. The remaining 18.75% of the 2018-2020 LTIP performance-based PSU awardtotal grant) is subject to Welltower’s performance against the (Net Debt + Preferred)/Adjusted EBITDA metric. Thismeasure. The Compensation Committee selected a relative TSR performance metric because it allows shareholders to evaluate Welltower’s performance in comparison to its peers—the companies that constitute two independent, widely-used REIT indexes:

•37.5% (26.25% of the total grant) will be measured against the Nareit Health Care Index (the “Nareit Index”), and
•37.5% (26.25% of the total grant) will be measured against the Morgan Stanley (MSCI) US REIT Index (the “MSCI REIT Index”).

A relative metric also mitigates the impact of broad market trends that do not reflect Welltower’s actual performance.

WELLTOWER•2022 Proxy Statement     46

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The Compensation Committee set the target performance goal for the 2021-2023 TSR-Based LTIP at the TSR of the relevant index, the threshold performance goal at 4% minus the TSR of the relevant index, and the high performance goal at 4% above the TSR of the relevant index.

The (Net Debt + Preferred)/Adjusted EBITDA measure is included in the program to emphasize the importance of Welltower’s balance sheet and leverage strategy.strategy and to create an incentive to keep Welltower’s long-term indebtedness at a reasonable range of leverage. The Compensation Committee believes it is important that Welltower does not compromise the strength of its balance sheet to grow other areas of the business. For this measure, the Compensation Committee set the target in line with Welltower’s strategic goal. goals.

For each metric, reaching the threshold, target or high achievement levels would result in a payout of 50%, 100% or 150%, respectively, of the target award opportunity. Payout amounts between levels will be interpolated, and there will be no payout for metrics with outcomes below the threshold achievement levels.

Restricted Stock Units or Stock Options

The remaining 25%30% of the 2018-20202021-2023 LTIP award was granted in the form of a time-based RSUsaward that vestvests and, if applicable, becomes exercisable over four years beginning on January 15, 2019.2022. The NEOs were offered the opportunity to elect to receive their time-based awards in either RSUs or nonqualified stock options. The table below shows the NEOs’ respective elections. Because the ultimate value of the RSUs and stock options is tied to Welltower’s stock price, the Compensation Committee believes that the retentive LTIPoffering these time-based awards in the form of time-based RSUs that vest over time independent of TSRperformance promotes the retention of Welltower’s talented management team, while still incentivizing a focus on long-term results because the ultimate value of the RSUs is tied to Welltower’s stock price.results.

  Election of RSUs and
Nonqualified Stock Options		 
Name RSUs  Nonqualified
Stock Options		 
Shankh Mitra  33%   67% 
John F. Burkart(1)  100%   0% 
Timothy G. McHugh  67%   33% 
Matthew G. McQueen  50%   50% 
Ayesha Menon  50%   50% 

 

(1)
40  |Notice of Annual Meeting of Shareholders and 2019 Proxy Statement

Executive Compensation—CD&A  LOGOMr. Burkart did not participate in the election since he joined Welltower after the grant date.

 

2018-2020WELLTOWER•2022 Proxy Statement     47

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2021-2023 LTIP AWARD OPPORTUNITIESAward Opportunities

The Compensation Committee, in consultation with FPL,FPC, approved the target 2018-20202021-2023 LTIP opportunities for the NEOs in February 2018, as set forth in the table below. Thebelow in February 2021. These award opportunities were approved byreflect the Compensation Committee based on itsCommittee’s assessment of compensation data for peers with substantially-similarsubstantially similar roles and responsibilities provided by FPL,FPC, each NEO’s relative duties and responsibilities, and his or hereach NEO’s impact on Welltower’s results. The CEO’s LTIP opportunity increased in 2021 to the 24th percentile of peers since he was in the role for the entire year after being promoted in October 2020. The table below reflectsshows the grant date target valuesvalue of the 2018-2020 LTIP awards, approved byand the Compensation Committee. The amounts reflected in the 20182021 Grants of Plan Based Awards differ from the amounts below with respect to retentive LTIP awards due to rounding to the nearest whole share, and with respect to theTSR-Based LTIP awards, due to calculatingtable shows the grant date fair value based on a Monte Carlo valuation model in accordance with FASB ASC Topic 718.

 

Name

   

 

TSR vs

NAREIT Index

 

 

 

 

   

 

TSR vs
MSCI Index

 


 

 

   

 

Net Debt &
Preferred/EBITDA Ratio

 

 
 

 

   

 

Retentive LTIP

 

 

 

   

 

Total
Opportunity

 


 

 

 TSR vs
Nareit
Index
($)		 TSR vs
MSCI
Index
($)		 Net Debt &
Preferred/
EBITDA
Ratio
($)		 Time-Based
RSU
($)		 Time-Based
Options
($)		 Total
Opportunity
($)

Thomas J. DeRosa

  

 

$

 

 

            3,075,000

 

 

 

 

  

 

$

 

 

        1,537,500

 

 

 

 

  

 

$

 

 

1,537,500

 

 

 

 

  

 

$

 

 

2,050,000

 

 

 

 

  

 

$

 

 

        8,200,000

 

 

 

 

John A. Goodey

  

 

 

 

 

646,875

 

 

 

 

  

 

 

 

 

323,438

 

 

 

 

  

 

 

 

 

323,437

 

 

 

 

  

 

 

 

 

431,250

 

 

 

 

  

 

 

 

 

1,725,000

 

 

 

 

Mercedes T. Kerr

  

 

 

 

 

665,625

 

 

 

 

  

 

 

 

 

332,813

 

 

 

 

  

 

 

 

 

332,812

 

 

 

 

  

 

 

 

 

443,750

 

 

 

 

  

 

 

 

 

1,775,000

 

 

 

 

Shankh Mitra

  

 

 

 

 

562,500

 

 

 

 

  

 

 

 

 

281,250

 

 

 

 

  

 

 

 

 

281,250

 

 

 

 

  

 

 

 

 

375,000

 

 

 

 

  

 

 

 

 

1,500,000

 

 

 

 

 1,968,768 1,968,769 1,312,502 749,953 1,500,088 7,500,080
John F. Burkart 237,114 237,120 158,137 271,020 — 903,391
Timothy G. McHugh 787,559 787,544 525,001 603,052 297,002 3,000,158

Matthew G. McQueen

  

 

 

 

 

225,000

 

 

 

 

  

 

 

 

 

112,500

 

 

 

 

  

 

 

 

 

112,500

 

 

 

 

  

 

 

 

 

150,000

 

 

 

 

  

 

 

 

 

600,000

 

 

 

 

 262,520 262,535 175,045 150,058 150,001 1,000,159
Ayesha Menon 262,520 262,535 175,045 150,058 150,001 1,000,159

With respect

NEOs who earn PSUs or RSUs also receive dividend equivalent rights entitling them to the performance-baseda cash payment from Welltower in an amount equal to any dividends paid on Welltower’s common stock as and when such shares vest.

Status of Outstanding - LTIP awards, reaching the threshold, target, or high achievement levels would result in a payout of 50%, 100% or 200%, respectively, of the target award opportunity for CEO and 50%, 100% or 150% for the other NEOs. Payout amounts between levels are interpolated. No value is paid for metrics with outcomes below the threshold achievement levels.Award Programs

STATUS OF LTIP AWARD PROGRAMS

The graphic below summarizes the performance periods and outcome, or projected outcome, of Welltower’sTSR-based LTIP awards granted in 2015,from 2016 2017, and 2018.

TSR-BASED LTIP AWARD STATUS THROUGH DECEMBER 31, 2018

LOGOto 2021.

 

(1)

The performance period for these awards remains open and the payout percentage for these awards has not been determined. Welltower makes no prediction as to the future performance of Welltower’s stock.

The performance periods for the 2015-2017 LTIP, 2016-2018 LTIP, and 2017-2018 transition LTIP awards have been completed.

Notice of Annual Meeting of Shareholders and 2019 Proxy Statement   |

  41     

LOGOExecutive Compensation—CD&A

 

WELLTOWER2017-2018 Long-Term Incentive Program•2022 Proxy Statement     |48Transition Plan

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2019-2021 LTIP

In connection with

This forward-looking program covered the transition of Mr. Goodey, Ms. Kerr, Mr. Mitra and Mr. McQueen to executive officers (and the corresponding transition from equity compensation based on completedthree-year performance to equity compensation based on future performance), the Compensation Committee implemented a transition long-term incentive plan for these executives. Thistwo-year forward looking program covers thetwo-year period ended December 31, 2018.2021. The Compensation Committee established goals in early 20172019 for the three measures described below (with the percentage weightings indicated) based on Welltower’s internal projections for the two years ended December 31, 2018.projections. The components of thetwo-year three-year program were consistent with Welltower’s long-term strategic objectives. Based on the performance compared to these goals and the weightings of each goal, the payout of the 2019-2021 LTIP was at 100% (target).

 

  Total Shareholder Return vs. NAREIT Health Care Index

Goal

LOGO

Weighting 50%

Why Welltower chose this measure: Total shareholder return relative to the companies included in the NAREIT Health Care Index, which includes Welltower’s primary competitors, allows for a meaningful comparison of Welltower’s performance relative to other companies in its industry. Welltower has used this index or similar indices since 2002 to measure its performance.

How the Compensation Committee set the goal: Since 2002, Welltower has set target performance at the average annual total shareholder return of the relative index. Likewise, since 2002, threshold performance has been set at 4.0% below the relative index and high performance set at 4.0% above the index return. Performance between these levels is interpolated.

  Total Shareholder Return vs. Morgan Stanley (MSCI) US REIT Index

Goal

LOGO

Weighting 30%

Why Welltower chose this measure: Total shareholder return relative to all REITs included in the MSCI US REIT Index measures performance relative to other real estate sectors that compete for investment capital. This allows Welltower to reward executives for performance beyond market driven results. Welltower has used this index or similar indices since 2002 to measure its performance.

How the Compensation Committee set the goal: Since 2002, Welltower has set target performance at the average annual total shareholder return of the relative index. Likewise, since 2002, threshold performance has been set at 4.0% below the relative index and high performance set at 4.0% above the index return. Performance between these levels is interpolated.

  Absolute Total Shareholder Return

Goal

LOGO

Weighting 20%

Why Welltower chose this measure: This metric was created in response to shareholder concerns that if a company outperforms its peers in a negative total return market, executives should not receive maximum payouts. Total shareholder return is a direct measure of the value created for investors. Welltower includes an absolute return measure to reflect the fact that shareholders expect positive returns through all market cycles. This metric allows for some control in compensation if Welltower outperforms its peers in a down market.

How the Compensation Committee set the goal: For this measure, the Compensation Committee, consistent with feedback from shareholders, believes it is appropriate for executives not to be compensated unless Welltower’s compounded annual total shareholder return is 4.0%. In addition, target performance was set at 8.0% and high performance was set at 12.0%. Performance between these levels is interpolated.

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Executive Compensation—CD&A  LOGO

 

2017-2018Total Shareholder Return vs. Nareit Health Care Index Weighting 2021 Goal Threshold-4.0% Target Same Total Return as Index High 4.0% Actual 6.7% Why Welltower chose this measure: Total shareholder return relative to the companies included in the Nareit Health Care Index, which includes Welltower’s primary competitors, allows for a meaningful comparison of Welltower’s performance relative to other companies in its industry. We have used this index or similar indices since 2002 to measure Welltower’s performance. We have also used the same threshold, target, and high-performance goals since 2002. Performance between these levels is interpolated.

Total Shareholder Return vs. Morgan Stanley (MSCI) US REIT Index Weighting 2021 Goal Threshold-4.0% Target Same Total Return as Index High 4.0% Actual(-5.7%) Why Welltower chose this measure: Total shareholder return relative to all REITs included in the MSCI US REIT Index measures performance relative to other real estate sectors that compete with us for investment capital. This allows Welltower to reward executives for performance beyond market-driven results. We have used this index or similar indices since 2002 to measure Welltower’s performance. We have also used the same threshold, target, and high-performance goals since 2002. Performance between these levels is interpolated.

WELLTOWER•2022 Proxy Statement     49

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Ratio of Net Debt Plus Preferred Stock to Adjusted Annualized EBITDA Weighting 2021 Goal Threshold6.7X Target6.2X High 5.7X Actual6.95X Why Welltower chose this measure: This measure is included in the program to emphasize the importance of Welltower’s balance sheet and leverage strategy and to create an incentive to keep Welltower’s long-term indebtedness at the lower end of a reasonable range of leverage. The Compensation Committee believes it is important that Welltower does not compromise the strength of its balance sheet to grow other areas of the business. Net Debt to Adjusted EBITDA is the ratio of the following: the sum of Welltower’s secured debt and unsecured debt, less cash and cash equivalents and restricted cash, and the total of Welltower’s preferred stock relative to Adjusted EBITDA. See Appendix A for a discussion and reconciliation of non-GAAP measures. For this measure, the Compensation Committee set the target in line with Welltower’s strategic goal.

2019-2021 Long-Term Incentive Program Payouts

Grants detailed below are not included in the 2018 portion of the “Summary Compensation Table” because the grant-date fair value was included in the Summary Compensation Table for the proxy statement filed in 2018 reporting 2017 compensation.

The table below outlines the long-term incentive earnings opportunities for this programthe 2019-2021 performance period and the payouts that were actually approved based on Welltower’s performance over thetwo-year performance period, at the Compensation Committee’s February 7, 201915, 2022 meeting. These amounts are not included in the 2020 or 2021 portion of the “Summary Compensation Table” because the grant date fair value was included in the Summary Compensation Table reporting compensation awarded in 2019.

 

2019-2021 Long-Term Incentive
 Program Opportunities
and Payouts		 
  2017-2018 Long-Term Incentive
Program Opportunities(1)
(in shares)		         Threshold
(#)		 
Target
(#)		 High
(#)		 Value of
Earned Award
($)(1)		 Restricted
Shares
(#)		 DER
Accrual Payout
($)(2)		 
  

    Threshold    

(#)

 

 

  

    Target    

(#)

 

 

  

    High    

(#)

 

  

Value of

Earned Award

 

 

  

    Restricted    

Shares

 

 

  

DER

    Accrual Payout

 

 

John A. Goodey

   

 

 

 

 

1,983

 

 

 

   

 

 

 

 

3,964

 

 

 

   

 

 

 

 

5,947

 

 

 

   

 

$

 

 

443,192

 

 

(2)

 

 		   

 

 

 

 

5,752

 

 

 

   

 

         $

 

 

      20,014

 

 

(3)

 

 

Mercedes T. Kerr

   

 

 

 

 

5,862

 

 

 

   

 

 

 

 

11,723

 

 

 

   

 

 

 

 

17,585

 

 

 

   

 

 

 

 

  1,310,775

 

 

(2)

 

 		   

 

 

 

 

17,012

 

 

 

   

 

 

 

 

         59,207

 

 

(3)

 

 

Shankh Mitra

   

 

 

 

 

1,983

 

 

 

   

 

 

 

 

3,964

 

 

 

   

 

 

 

 

5,947

 

 

 

   

 

 

 

 

443,192

 

 

(2)

 

 		   

 

 

 

 

5,752

 

 

 

   

 

 

 

 

         20,014

 

 

(3)

 

 		13,189 26,376 52,752 2,065,035 25,444 219,327 
Timothy G. McHugh8,795 17,586 35,172 1,376,798 16,964 111,917 

Matthew G. McQueen

   

 

 

 

 

1,487

 

 

 

   

 

 

 

 

2,973

 

 

 

   

 

 

 

 

4,460

 

 

 

   

 

 

 

 

332,317

 

 

(2)

 

 		   

 

 

 

 

4,313

 

 

 

   

 

 

 

 

         15,012

 

 

(3)

 

 		3,519 7,035 14,070 550,752 6,786 58,495 
Ayesha Menon2,443 4,883 9,766 353,371 4,354 29,955 

 

(1)

Mr. DeRosa was not a participant in the transitional 2017-2018 Long-Term Incentive Program.

(2)

Value reported is based on a per share closing price of $77.05$81.16 on February 7, 2019,15, 2022, the date of committee certification ofthe Compensation Committee certified the earned award.One-half of the The shares issued in settlement of the award vested as of the date of committee certification, February 7, 2019, and the remainingone-half will vest on December 31, 2019.

immediately.

(3)(2)

Represents accrued dividend equivalent right (“DER”) payments for the shares earned under the 2017-2018 Long-Term Incentive Program that were paid on February 14, 2019.

actually earned.

2016-2018 Long-Term Incentive Program

This three-year forward lookingWELLTOWER•2022 Proxy Statement     50

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Special Performance Option Award

Historically, the Compensation Committee has not provided special awards; however, in 2019, it began evaluating the appropriateness of a differentiated program coversfocused on longer-term performance and more rigorous shareholder value creation than what is available under the three-year period that ended December 31, 2018.annual LTIP program. The Compensation Committee established goalsconsidered that Welltower’s competition for talent comes not just from other public REITs, but also from investment banks and private equity firms that offer similar incentive structures.

In early 2020 and after careful deliberation, the Compensation Committee decided to implement the special awards, agreed upon the program design, and set to implement the program shortly after the regularly scheduled February 2020 Compensation Committee meeting. However, during the same time, the COVID-19 pandemic started to affect all aspects of life in early 2016the U.S. As a result, the Compensation Committee postponed the implementation of the program given the economic environment resulting in stock price volatility, which had the potential to provide our executives a much larger award opportunity than intended given the much lower stock price. Later in 2020, Shankh Mitra was appointed as Welltower’s CEO, and we continued to focus on property acquisitions and occupancy and COVID-19 testing, cases, and vaccine rates at our properties. During this time, the Compensation Committee considered the special awards again, but it concluded that it did not want to establish a program until the start of a meaningful recovery in our stock price.

As the pandemic continued into 2021, Welltower continued to successfully navigate the crisis and position itself for future success. During Mr. Mitra’s first year as CEO, Welltower’s 49.2% total return outperformed the five measures described below (withMSCI US REIT Index, S&P 500, and Nareit Health Care Index by 17.0%, 18.0%, and 26.4%, respectively.

Given this strong performance and share price recovery, in mid-2021, the percentage weightings indicated) based onCompensation Committee revisited the implementation of the special awards. It decided to grant performance-based stock options in December 2021. The intent of the performance-based stock option awards was to acknowledge Welltower’s internal projectionssignificant outperformance of industry peers during 2021 and to provide further incentive to Welltower’s executives and key employees to achieve strong future and sustained financial performance. On December 13, 2021, a select group of employees, including all of our Named Executive Officers, received these awards that will only vest if Welltower achieves a 10.5% compound annual growth rate for the three yearsNormalized FFO over a three-year performance period beginning January 1, 2022 and ending December 31, 2018. The components2024. As discussed above in the section entitled “Annual Incentives,” Welltower uses FFO as a performance goal because it is the measure most commonly used by analysts to assess the performance of REITs since it measures funds generated from a REIT’s ongoing operations. Normalized FFO excludes from FFO certain items that, due to their infrequent or unpredictable nature, may create some difficulty in comparing FFO for the current period to similar prior periods. If the Normalized FFO goal is achieved, the awards vest 50% on February 1, 2025, 25% on December 13, 2025, and 25% on December 13, 2026, generally subject to the recipient’s continued employment with Welltower through those dates.

Due to the rigor of the three-year program are consistent with Welltower’s long-term strategic objectives.

  Total Shareholder Return vs. NAREIT Health Care Index

Goal

LOGO

Weighting 35%

Why Welltower chose this measure: Total shareholder return relative to the companies included in the NAREIT Health Care Index, which includes Welltower’s primary competitors, allows for a meaningful comparison of Welltower’s performance relative to other companies in its industry. Welltower has used this index or similar indices since 2002 to measure its performance.

How the Compensation Committee set the goal: Since 2002, Welltower has set target performance at the average annual total shareholder return of the relative index. Likewise, since 2002, threshold performance goal and the uncertainty of future business conditions, upon the grant of these awards, the likelihood of achievement was improbable and thus no value has been set at 4.0% below the relative index and high performance set at 4.0% above the index return. Performance between these levels is interpolated.

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LOGOExecutive Compensation—CD&A

  Total Shareholder Return vs. Morgan Stanley (MSCI) US REIT Index

Goal

LOGO

Weighting 15%

Why Welltower chose this measure: Total shareholder return relative to all REITs included in the MSCI US REIT Index measures performance relative to other real estate sectors that compete for investment capital. This allows Welltower to reward executives for performance beyond market driven results. Welltower has used this index or similar indices since 2002 to measure its performance.

How the Compensation Committee set the goal: Since 2002, Welltower has set target performance at the average annual total shareholder return of the relative index. Likewise, since 2002, threshold performance has been set at 4.0% below the relative index and high performance set at 4.0% above the index return. Performance between these levels is interpolated.

  Absolute Total Shareholder Return

Goal

LOGO

Weighting 15%

Why Welltower chose this measure: This metric was created in response to shareholder concerns that if a company outperforms its peers in a negative total return market, executives should not receive maximum payouts. Total shareholder return is a direct measure of the value created for investors. Welltower includes an absolute return measure to reflect the fact that shareholders expect positive returns through all market cycles. This metric allows for some control in compensation if Welltower outperforms its peers in a down market.

How the Compensation Committee set the goal: For this measure, the Compensation Committee, consistent with feedback from shareholders, believes it is appropriate for executives not to be compensated unless Welltower’s compounded annual total shareholder return is 5.0%, which is the same level used in the 2013, 2014 and 2015 long-term incentive plans. In addition, target performance was set at 8.0%, high performance was set at 11.0% and extraordinary performance was set at 14.0%. Performance between these levels is interpolated.

  Adjusted Fixed Charge Coverage

Goal

LOGO

Weighting 20%

Why Welltower chose this measure: This measure is included in the program to emphasize the importance of Welltower’s balance sheet and leverage strategy. The Compensation Committee believes it is important that Welltower does not sacrifice its balance sheet to grow in other areas of the business. Adjusted fixed charge coverage is a ratio of fixed charges to Adjusted EBITDA. EBITDA stands for earnings (net income per income statement) before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA excludes unconsolidated entities and includes adjustments for stock-based compensation expense, provision for loan losses, gains/losses on extinguishment of debt, transaction costs, gains/losses/impairments on properties, gains/losses on derivatives and financial instruments, other expenses, and additional other income. Fixed charges include total interest (excluding capitalized interest and non-cash interest expenses), secured debt principal amortization and preferred dividends.

How the Compensation Committee set the goal: For this measure, the Compensation Committee set target in line with Welltower’s long-term strategic goal. Threshold is 2.5x, high is 3.5x and extraordinary is 4.0x.

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Executive Compensation—CD&A  LOGO

  Private Pay

Goal

LOGO

Weighting 15%

Why Welltower chose this measure: Welltower measures the percentage of the portfolio’s revenue that is derived fromnon-government payment sources. This includes lease payments from residential seniors housing and lease payments from medical office tenants. Private payment sources mitigate risk associated with government reimbursement, and thus is a relevant metric to indicate the quality of Welltower’s cash flow.

How the Compensation Committee set the goal: For this measure, the Compensation Committee set target in line with Welltower’s long-term strategic goal. Threshold is 90%, target is 91.5%, high is 93% and extraordinary is 94.5%.

2016-2018 Long-Term Incentive Program Payouts

Grants detailed below are not included in the 2018 portion of the “Summary Compensation Table” because the grant-date fair value was included in the Summary Compensation Table for the proxy statement filed in 2017 reporting 2016 compensation. The table below outlines the long-term incentive earnings opportunities for this program and the payouts that were actually approved at the Compensation Committee’s February 7, 2019 meeting.Table.

 

   2016-2018 Long-Term Incentive
Program Opportunities(1)
(in shares)		         
    

  Threshold  

(#)

 

  

  Target  

(#)

 

  

  High  

(#)

 

  

  Extraordinary  

(#)

 

  

Value of

  Earned Award  

 

  

  Restricted  

Shares

 

  

DER

  Accrual Payout  

 

 

  Thomas J. DeRosa

 

   

 

 

 

 

38,446

 

 

 

   

 

 

 

 

76,892

 

 

 

   

 

 

 

 

144,173

 

 

 

   

 

 

 

 

192,230

 

 

 

   

 

$

 

 

    8,349,909

 

 

(2)

 

 		   

 

 

 

 

108,370

 

 

 

   

 

$

 

 

    1,127,048(3)

 

 

 

 

 

  Mercedes T. Kerr

   

 

 

 

17,437

 

   

 

 

 

34,874

 

   

 

 

 

43,593

 

   

 

 

 

52,311

 

   

 

 

 

2,793,910

 

(2)

 		   

 

 

 

36,261

 

   

 

 

 

377,114(3)

 

 

WELLTOWER•2022 Proxy Statement     51

(1)

Mr. Goodey, Mr. Mitra and Mr. McQueen were not participants in the 2016-2018 Long-Term Incentive Program.

(2)Back to Contents

Value reported is based on a per share closing price of $77.05 on February 7, 2019, the date of committee certification of the earned award.One-third of the shares issued in settlement of the award vested as of the date of committee certification, February 7, 2019,one-third will vest on December 31, 2019 andone-third was settled in restricted shares that will vest on December 31, 2020.

(3)

Represents accrued DER payments for shares earned under the 2016-2018 Long-Term Incentive Program that were paid on February 14, 2019.

Benefits and Perquisites

The following summarizes various benefits and perquisites received by the NEOs.

NEOs are eligible to participate in the same benefit programs as all other Welltower employees, including health and dental insurance, group life insurance, shortshort- and long-term disability coverage, partial reimbursement of health club/gym membership fees, participation in Welltower’stax-qualified retirement plan and trust (the “401(k) Plan”) and the Employee Stock Purchase Program (the “ESPP”). In addition, Mr. DeRosa received certain perquisites in 2018 including the following:

 

Automobile allowance-monthly allowance to cover expenses incurred with the lease of an automobile.

Medical insurance premiums-includes medical insurance premiums to provideIn 2021, Mr. DeRosa and his family with coverage consistent with his individual health insurance coverage prior to the time that he became the CEO.

Travelexpenses-Mr. DeRosa occasionally uses the corporate aircraft for personal matters in order to increase his productivity and maximize his time. In addition, Mr. DeRosa’s spouse is invited by Welltower to certain business events and occasionally accompanies Mr. DeRosa.

In 2018, Welltower paid medical insurance premiums on behalf of Mr. Goodey, Ms. Kerr received relocation expenses in connection with her transfer to California and Mr. GoodeyMitra received relocation expenses in connection with his transferrelocation from New Jersey to Texas. In addition to paying for Mr. Mitra’s and his family’s relocation, Welltower also covered the United States.closing costs associated with the sale of Mr. Mitra’s then-existing home and the purchase of his new home.

The Compensation Committee reviews Welltower’s policies with respect to perquisites on a regular basis. See note 3 to the “Summary Compensation Table” for additional information regarding perquisites, including the dollar values of the perquisites provided by Welltower in 2018.

 

Notice of Annual Meeting of Shareholders and 2019 Proxy Statement   |

OTHER COMPENSATION INFORMATION

  45     

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Pledging and Hedging

Welltower’s directors, and executive officers and its other employees are prohibited from entering into hedging or monetization transactions with respect to Welltower’s securities and from holding Welltower’s securities in margin accounts or otherwise pledging such securities as collateral for loans.

Clawback Policy

If Welltower is required to prepare a financial restatement due to Welltower’s materialnon-compliance with any financial reporting requirement and the misconduct of an executive officer or certain other covered officerofficers (each, a “Covered Officer”) contributedcontributes (either directly or indirectly) to theWelltower’s non-compliance that resulted with or error regarding any financial reporting requirement and results in thean obligation to restate Welltower’s financial statements, then the Compensation Committee may require the Covered Officer to repay to Welltower that part of the incentive compensation received by or awarded to such Covered Officer during or after the three-year period preceding the date on which Welltower is required to preparecovered by the financial restatement that the Compensation Committee determines was in excess of the amount that such Covered Officer would have received or will receive had such incentive compensation been calculated or awarded based on the financial results reported in the restated financial statement. In addition, if an action or omission by a Covered Officer (1) constitutes a material violation of Welltower’s Code of Business Conduct & Ethics or other Welltower policy or (2) results in material financial or reputational harm to Welltower, then the Compensation Committee may require the Covered Officer to repay to Welltower incentive compensation received by or awarded to such Covered Officer. The amount and form of the compensation to be recouped is determined by the Compensation Committee in its sole discretion.

Ownership Guidelines

Each executive officer is required to own shares of Welltower’s common stock with a fair market value of at least three times his or her annual base salary (six times for the CEO). Eachnon-employee director is required to own shares of Welltower’s common stock with a fair market value of at least five times his or her annual cash retainer. Executive officers have five years from theirthe date of hirein which they are subject to the guidelines to achieve the required ownership level andnon-employee directors havelevel. No NEO has been in his or her role for five years from their date of appointmentother than Mr. McQueen (who satisfies the ownership guidelines). Each other NEO is on track to achievesatisfy the requiredrelevant ownership level.guideline before his or her deadline.

WELLTOWER•2022 Proxy Statement     52

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Tax Deductibility of Executive Compensation

The Compensation Committee has considered the anticipated tax treatment to Welltower regarding the compensation and benefits paid to the NEOs under Section 162(m) of the Code. In general, Section 162(m) places a limit of $1,000,000 on the amount of compensation that may be deducted annually by Welltower with respect to certain “covered employees,” which generally includes all of its current NEOs. Welltower had structured its compensation programs for 2016 and 2017 such that Welltower’s equity-based long-term incentive program awards, were intended to qualify as “performance-based” compensation for purposes of satisfying the conditions of an exemption to this limit on deductibility previously available under Section 162(m). For taxable years beginning after December 31, 2017, the exemption from Section 162(m)’s deduction limit for certain “performance-based” compensation has been repealed for all but certain grandfathered compensation arrangements that were in effect as of November 2, 2017. In addition, theThe rules and regulations promulgated under Section 162(m) are complicated and subject to change and thus, there can be no assurance that any compensation awarded or paid prior to November 2, 2017 that was intended to satisfy the “performance- based compensation” definition will be fully tax deductible. The Compensation Committee believes in the importance of providing competitive compensation packages in order to attract and retain capable employees, including “covered employees,” has sought to maintain flexibility in compensating its employees, including its executives, and asis committed to maintaining a strong link between Welltower’s performance and the pay of its employees, especially its executives. As a result, Welltower has not adopted a policy requiring that all compensation be deductible under the Code, including compensation intended to qualify as “performance-based” compensation and take advantageSection 162(m) of the exemption from Section 162(m)’s deduction limits.Code.

Because Welltower operates in such a manner that it will qualify as a REIT under the Code, and therefore is not subject to federal income taxes to the extent Welltower distributes at least 90% of its REIT taxable income, the loss of this deduction wouldsubstantially greater limits on deductibility imposed under Section 162(m) in 2018 and later years has not behad, and is expected in the future not to have, material adverse consequences for Welltower.Welltower’s after-tax financial performance. If in the future restrictions on deductibility under Section 162(m) becomes an issue for the Company, the Compensation Committee will consider various alternatives to preserve the deductibility of compensation payments to executive officers and benefits to the extent reasonably practical and to the extent consistent with its other compensation objectives, but the Compensation Committee reserves the right to pay compensation not exempt from these limits where it considers such compensation appropriate.

 

46  |Notice of Annual Meeting of Shareholders and 2019 Proxy Statement

Executive Compensation—CD&A  LOGO

Compensation Committee ReportCOMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussions, the Compensation Committee recommended to the Board, and the Board has approved, the inclusion of the Compensation Discussion and Analysis in Welltower’s Annual Report on Form10-K for the year ending December 31, 20182021, and this Proxy Statement.

Submitted by the Compensation Committee

Sharon

Jeffrey H. Donahue, Chair
Philip L. Hawkins
Dennis G. Lopez
Johnese M. Oster, ChairSpisso
Kathryn M. Sullivan

Kenneth J. Bacon

Timothy J. Naughton

Judith C. Pelham

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SummaryExecutive Compensation TableTables

SUMMARY COMPENSATION TABLE

The table below presents the total compensation of the NEOs for each indicated year.

 

  Name and Principal Position   Year    

Salary

($)

 

 

   

Stock Awards

($)(2)

 

 

   

Non-Equity

Incentive

Plan

Compensation

($)

 

 

 

 

 

   

All Other

Compensation

($)(3)

 

 

 

   

Total

Compensation

($)

 

 

 

 

Thomas J. DeRosa

  

 

 

 

2018

 

 

  

 

 

 

1,100,000

 

 

  

 

 

 

8,200,007

 

 

  

 

 

 

3,520,000

 

 

  

 

 

 

64,446

 

 

  

 

 

 

12,884,453

 

 

 

Chief Executive Officer

 

  

 

 

 

2017

 

 

  

 

 

 

985,801

 

 

  

 

 

 

7,250,000

 

 

  

 

 

 

2,197,563

 

 

  

 

 

 

84,700

 

 

  

 

 

 

10,518,064

 

 

  

 

 

 

 

2016

 

 

 

 

  

 

 

 

 

950,000

 

 

 

 

  

 

 

 

 

10,215,363

 

 

 

 

  

 

 

 

 

1,829,950

 

 

 

 

  

 

 

 

 

739,041

 

 

 

 

  

 

 

 

 

13,734,354

 

 

 

 

 

John A. Goodey

  

 

 

 

2018

 

 

  

 

 

 

576,650

 

 

  

 

 

 

1,725,014

 

 

  

 

 

 

1,175,063

 

 

  

 

 

 

134,705

 

 

  

 

 

 

3,611,432

 

 

 

Executive Vice President - Chief Financial Officer(1)

 

  

 

 

 

 

2017

 

 

 

 

  

 

 

 

 

454,457

 

 

 

 

  

 

 

 

 

2,179,099

 

 

 

 

  

 

 

 

 

433,429

 

 

 

 

  

 

 

 

 

34,518

 

 

 

 

  

 

 

 

 

3,101,503

 

 

 

 

 

Mercedes T. Kerr

  

 

 

 

2018

 

 

  

 

 

 

484,500

 

 

  

 

 

 

1,775,037

 

 

  

 

 

 

828,495

 

 

  

 

 

 

46,221

 

 

  

 

 

 

3,134,253

 

 

 

Executive Vice President - Business & Relationship Management

  

 

 

 

2017

 

 

  

 

 

 

484,500

 

 

  

 

 

 

2,662,500

 

 

  

 

 

 

652,985

 

 

  

 

 

 

346,180

 

 

  

 

 

 

4,146,165

 

 

  

 

 

 

 

2016

 

 

 

 

  

 

 

 

 

391,232

 

 

 

 

  

 

 

 

 

2,564,126

 

 

 

 

  

 

 

 

 

920,321

 

 

 

 

  

 

 

 

 

14,958

 

 

 

 

  

 

 

 

 

3,890,637

 

 

 

 

 

Shankh Mitra

  

 

 

 

2018

 

 

  

 

 

 

700,000

 

 

  

 

 

 

2,276,423

 

 

  

 

 

 

1,944,688

 

 

  

 

 

 

13,750

 

 

  

 

 

 

4,934,861

 

 

 

Executive Vice President - Chief Investment Officer(1)

 

  

 

 

 

 

2017

 

 

 

 

  

 

 

 

 

425,000

 

 

 

 

  

 

 

 

 

1,436,011

 

 

 

 

  

 

 

 

 

392,891

 

 

 

 

  

 

 

 

 

359,598

 

 

 

 

  

 

 

 

 

2,613,500

 

 

 

 

 

Matthew G. McQueen

  

 

 

 

2018

 

 

  

 

 

 

412,083

 

 

  

 

 

 

800,045

 

 

  

 

 

 

479,046

 

 

  

 

 

 

13,750

 

 

  

 

 

 

1,704,924

 

 

 

Senior Vice President - General Counsel & Corporate Secretary(1)

 

  

 

 

 

 

2017

 

 

 

 

  

 

 

 

 

370,000

 

 

 

 

  

 

 

 

 

667,160

 

 

 

 

  

 

 

 

 

236,356

 

 

 

 

  

 

 

 

 

13,250

 

 

 

 

  

 

 

 

 

1,286,766

 

 

 

 

Name and
Principal Position		 Year Salary
($)		 Stock
Awards
($)(2)		 Option
Awards
($)(3)		 Non-Equity
Incentive Plan
Compensation
($)		 All Other
Compensation
($)(4)		 Total
Compensation
($)
Shankh Mitra   2021     1,000,039     5,999,991     1,500,088     3,920,000     333,592     12,753,710
Chief Executive Officer & Chief Investment Officer 2020 767,516 6,528,380   1,852,490 409,048 9,557,434
 2019 700,000 3,000,065   1,802,792 225,286 5,728,143
John F. Burkart(1) 2021 273,076 903,391 — 634,438 — 1,810,905
Executive Vice President - Chief Operating Officer              
Timothy G. McHugh 2021 600,000 2,703,156 297,002 1,764,000 14,250 5,378,408
Executive Vice President - Chief Financial Officer 2020 600,000 2,625,544   1,086,750 14,250 4,326,544
 2019 400,000 2,075,049   932,500 80,721 3,488,270
Matthew G. McQueen 2021 550,021 850,158 150,001 1,045,000 14,250 2,609,430
Executive Vice President - General Counsel & Corporate Secretary 2020 480,000 840,320   557,100 14,250 1,891,670
 2019 463,500 800,028   655,853 26,038 1,945,419
Ayesha Menon(1) 2021 550,021 850,158 150,001 1,023,000 14,250 2,587,430
Senior Vice President, Wellness Housing & Development 2020 425,000 630,135   493,266 3,542 1,551,943
(1)

No compensation information is provided for the years in which Mr. Goodey, Mr. MitraBurkart and Mr. McQueenMs. Menon were not Named Executive Officers.

(2)

Amounts set forth in this column represent the grant-dategrant date fair value calculated in accordance with FASB ASC Topic 718.

718 for the performance-based and time-based stock awards.

The amounts for 2018 include the following:

For the Named Executive Officers:

the performance-based and time-based awards under the 2018-2020 Long-Term Incentive Program (see below and pages 40-41 for additional information regarding this program).

For Mr. Mitra and Mr. McQueen:

the value of restricted stock unit awards ($750,018 for Mr. Mitra and $200,038 for Mr. McQueen) granted in early 2018 for 2017 performance. For more information regarding these awards, see page 50 of Welltower’s Definitive Proxy Statement on Schedule 14A filed with the SEC on March 23, 2018.

The amounts for 2017 include the following:

For the Named Executive Officers:

the awards under the 2017-2019 Long-Term Incentive Program (see below and page 41 for additional information regarding this program).

For Mr. Goodey, Ms. Kerr, Mr. Mitra and Mr. McQueen:

the awards under the 2017-2018 transition plan (see below and pages 42-43 for additional information regarding this program).

For Mr. Goodey, Mr. Mitra and Mr. McQueen:

the value of restricted stock awards ($579,094 for Mr. Goodey, $836,011 for Mr. Mitra and $217,160 for Mr. McQueen) granted in early 2017 for 2016 performance.

For Mr. Goodey:

the value of restricted stock awards ($1,000,005) granted on October 3, 2017 in connection with his promotion to Executive Vice President - Chief Financial Officer.

The amounts for 2016 represent the following:

For Mr. DeRosa and Ms. Kerr:

the value of restricted stock awards granted in early 2016 for 2015 performance; and

the awards under the 2016-2018 Long-Term Incentive Program (see below and pages 43-45 for additional information regarding this program).

For the 2016-2018 program, the values are based upon the probable outcome of the performance conditions as of the grant date for the awards, which were $5,700,000 for Mr. DeRosa and $1,775,000 and for Ms. Kerr. The maximum value of the awards under the 2016-2018 program (determined on the grant date) (assuming that the highest level of performance is achieved) are $14,250,000 for Mr. DeRosa and $2,662,500 for Ms. Kerr.

For the 2017-2019 program, the values are based upon the probable outcome of the performance conditions as of the grant date for the awards, which were $7,250,000 for Mr. DeRosa, $300,000 for Mr. Goodey, $1,775,000 for Ms. Kerr, $300,000 for Mr. Mitra and $225,000 for Mr. McQueen. The maximum value of the awards under the 2017-2019 program (determined on the grant date) (assuming that the highest level of performance is achieved) are $14,500,000 for Mr. DeRosa, $450,000 for Mr. Goodey, $2,662,500 for Ms. Kerr, $450,000 for Mr. Mitra and $337,500 for Mr. McQueen.

For the 2017-2018 transition plan, the values are based upon the probable outcome of the performance conditions as of the grant date for the awards, which were $300,000 for Mr. Goodey, $887,500 for Ms. Kerr, $300,000 for Mr. Mitra and $225,000 for Mr. McQueen. The maximum value of the awards under the 2017-2018 transition plan (determined on the grant date) (assuming that the highest level of performance is achieved) are $450,000 for Mr. Goodey, $1,331,250 for Ms. Kerr, $450,000 for Mr. Mitra and $337,500 for Mr. McQueen.

For the 2018-2020 program, the values for the performance-based awards are based upon the probable outcome of the performance conditions as of the grant date for the awards, which were $6,150,000 for Mr. DeRosa, $1,293,750 for Mr. Goodey, $1,331,250 for Ms. Kerr, $1,125,000 for Mr. Mitra and $450,000 for Mr. McQueen. The maximum value of the performance-based awards under the 2018-2020 program (determined on the grant date) (assuming that the highest level of performance is achieved) are $11,683,130 for Mr. DeRosa, $2,133,479 for Mr. Goodey, $2,195,325 for Ms. Kerr, $1,985,589 for Mr. Mitra and $742,202 for Mr. McQueen. The values of the time-based awards are based upon the share prices on the respective dates of grant and are $2,050,007 for Mr. DeRosa, $431,264 for Mr. Goodey, $443,787 for Ms. Kerr, $401,405 for Mr. Mitra and $150,007 for Mr. McQueen.

  2019–2021 LTIP 2020–2022 LTIP 2021–2023 LTIP
    Performance-Based   Performance-Based   Performance-Based
Grant Date Fair Value
for Stock Awards Name		 Time-
Based
($)		 Target
($)		 Maximum
($)		 Time-
Based
($)		 Target
($)		 Maximum
($)		 Time-
Based
($)		 Target
($)		 Maximum
($)
Shankh Mitra  750,065    2,250,000    4,086,697    1,705,739    4,822,641    9,645,283    749,953    5,250,038    7,875,057
John F. Burkart n/a n/a n/a n/a n/a n/a 271,020 632,371 948,557
Timothy G. McHugh 500,069 1,500,000 3,133,342 696,607 1,928,937 3,857,873 603,052 2,100,104 3,150,156
Matthew G. McQueen 200,028 600,000 1,090,003 222,943 617,377 1,234,753 150,058 700,100 1,050,150
Ayesha Menon n/a n/a n/a 167,207 462,928 925,856 150,058 700,100 1,050,150
For valuation assumptions, refer to note 15 to the consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2021. For the performance stock units granted under the 2021-2023 Long-Term Incentive Program, also refer to the relevant section of the Compensation Discussion and Analysis at pages 46-48.
(3)Amounts set forth in this column represent the grant date fair value of stock options under the 2021-2023 Long-Term Incentive Program calculated in accordance with FASB ASC Topic 718 (see below and pages 45-47 for additional information regarding this program). For the February option grants with an exercise price of $67.17, the key inputs into the Black-Scholes option valuation model were the following: (1) grant date value of the underlying shares of $67.17, (2) expected duration of 6.25 years, (3) dividend rate of 4.2%, (4) risk-free interest rate of 0.81% and (5) share price volatility of 36.0%. For additional information regarding valuation assumptions, refer to note 15 to the consolidated financial statement in our annual report on Form 10-K for the year ended December 31, 2021.
48  |NoticeIn addition to the stock option awards under the 2021-2023 Long-Term Incentive Program granted on February 16, 2021, Messrs. Mitra, McHugh, Burkart and McQueen and Ms. Menon received performance-based stock option awards on December 13, 2021. Vesting for the performance-based stock options will begin on the third anniversary of Annual Meetingthe grant date if the performance goal of Shareholdersa 10.5% compound annual growth rate for Normalized Funds From Operations (“FFO”) (starting from 2021 full year Normalized FFO, adjusted for HHS funding received) is met by that date. The likelihood of meeting this goal was improbable as of December 31, 2021, and, 2019 Proxy Statement

Executivetherefore, we have not recognized any related expense during 2021 and there is no value included for these options in the Summary Compensation  LOGO Table. For the December performance-based option grants with an exercise price of $83.44, the key inputs into the Black-Scholes option valuation model were the following: (1) grant date value of the underlying shares of $83.44, (2) expected duration of 6.91 years, (3) dividend rate of 2.92%, (4) risk-free interest rate of 1.36% and (5) share price volatility of 32.8%. If the performance goal is met, the award will vest 50% on February 1, 2025, 25% on December 13, 2025 and 25% on December 13, 2026. If the performance condition is met, the grant date fair values of these awards are $5 million (Mr. Mitra), $1.25 million (Mr. Burkart), $2.5 million (Mr. McHugh), $0.8 million (Mr. McQueen), and $0.5 million (Ms. Menon), respectively.

 

For grants of restricted stock units to the Named Executive Officers, the values are based on the share prices on the respective dates of grant (or, if the date of grant was not a trading day, the last trading day prior to the date of grant).WELLTOWER•2022 Proxy Statement     54

(3)
Back to Contents

(4)“All Other Compensation” includes the following:

 

  Name   

Welltower

Contribution to

401(k) Plan

($)

 

 

 

 

  

Relocation

Expenses

($)

 

 

 

  

Travel

Expenses

($)(d)

 

 

 

   

Automobile

Allowance

($)(e)

 

 

 

   

Medical

Insurance

Premiums

($)(e)

 

 

 

 

   

Total

($)

 

 

 

 

Thomas J. DeRosa

 

  

 

 

 

 

 

 

13,750

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

16,026

 

 

 

 

 

  

 

 

 

 

 

 

16,130

 

 

 

 

 

  

 

 

 

 

 

 

18,540

 

 

 

 

 

  

 

 

 

 

 

 

64,446

 

 

 

 

 

 

 

John A. Goodey

 

  

 

 

 

 

 

 

26,335

 

 

 

 (a) 

 

 		 

 

 

 

 

 

 

105,197

 

 

 

 (b) 

 

 		 

 

 

 

 

 

 

-

 

 

 

 

 

  

 

 

 

 

 

 

-

 

 

 

 

 

  

 

 

 

 

 

 

3,173

 

 

 

 

 

  

 

 

 

 

 

 

134,705

 

 

 

 

 

 

 

Mercedes T. Kerr

 

  

 

 

 

 

 

 

13,750

 

 

 

 

 

 

 

 

 

 

 

 

32,471

 

 

 

 (c) 

 

 		 

 

 

 

 

 

 

-

 

 

 

 

 

  

 

 

 

 

 

 

-

 

 

 

 

 

  

 

 

 

 

 

 

-

 

 

 

 

 

  

 

 

 

 

 

 

46,221

 

 

 

 

 

 

 

Shankh Mitra

 

  

 

 

 

 

 

 

13,750

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

  

 

 

 

 

 

 

-

 

 

 

 

 

  

 

 

 

 

 

 

-

 

 

 

 

 

  

 

 

 

 

 

 

13,750

 

 

 

 

 

 

 

Matthew G. McQueen

 

  

 

 

 

 

 

 

13,750

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

  

 

 

 

 

 

 

-

 

 

 

 

 

  

 

 

 

 

 

 

-

 

 

 

 

 

  

 

 

 

 

 

 

13,750

 

 

 

 

 

Name Welltower
Contribution to
401(k) Plan
($)		 Relocation
Expenses
($)(a)		 Total
($)
Shankh Mitra 14,250 319,342 333,592
John F. Burkart — — —
Timothy G. McHugh 14,250 — 14,250
Matthew G. McQueen 14,250 — 14,250
Ayesha Menon 14,250 — 14,250
(a)

RepresentsMr. Mitra’s relocation was prompted because Texas gives us access to a larger labor market and an increasing number of business opportunities. In connection with Mr. Mitra’s relocation from New Jersey to Texas in 2021 at Welltower’s contributionsrequest, we agreed to pay the self-invested pension plan available to employees located in the United Kingdom in the amount of $23,835 and Welltower’s contributions to Mr. Goodey’s 401(k) plan account in the amount of $2,500.

(b)

Represents relocation expenses for Mr. Goodey in the amount of $73,502 andan associated tax gross up of $31,695.                                                                  

(c)

Represents relocation expenses for Ms. Kerr in the amount of $32,471.                                                                                                                              

(d)

This amount represents the aggregate incremental cost to Welltower for (i) Mr. DeRosa’s personal use of the corporate aircraft and (ii) the cost of certain spousal travel expenses paid by Welltower for Mr. DeRosa.

(e)

See “Compensation Discussion and Analysis—Benefits and Perquisites” for additional information regarding (i) the automobile allowance paid by Welltowercosts on behalf of Mr. DeRosa;Mitra and (ii)his family (i.e., air travel, ground travel, relocation of personal goods, car rentals, hotels and meals), as well as the medical insurance premiums paid by Welltower on behalfclosing costs for both the sale of Mr. DeRosahis home in New Jersey and Mr. Goodey.

Noticethe purchase of Annual Meetinghis home in Texas. The amount reported above represents $74,484 of Shareholdersrelocation costs (which included ground travel costs of $15,173 and 2019 Proxy Statement   |

  49     

LOGOExecutive Compensationcosts to move household items of $59,311) and $244,858 of closing costs. None of the relocation payments were grossed up for income taxes.

 

2018 Grants of Plan-Based Awards Table2021 GRANTS OF PLAN-BASED AWARDS TABLE

The table below provides information regarding grants of awards to the NEOs under Welltower’s long-term incentive plans.

 

     

Estimated Future Payments

UnderNon-Equity Incentive

Plan Awards(1)

   

Estimated Future Payments

Under Equity Incentive Plan
Awards

           Estimated Future Payments
Under Non-Equity Incentive
Plan Awards(1)		 Estimated Future Payments
Under Equity Incentive Plan
Awards		   
Name  Grant Date 

Threshold

($)

   

Target

($)

   

Maximum

($)

   

Threshold

(#)

   

Target

(#)

   

High

(#)

   

Stock

Awards:

Number of

Shares of

Stock or

Units

(#)

   

Grant Date

Fair Value

of Stock

and Option

Awards

($)(7)

  Grant
Date		  Threshold
($)		 Target
($)		 Maximum
($)		 Threshold
(#)		 Target
(#)		 High
(#)		 Stock
Awards:
Number of
Shares of
Stock or
Units
(#)		 Option
Awards:
Number
of Shares
of Stock
Underlying
Options
(#)		 Exercise
or Base
Price of
Option
Awards
($/Sh)		 Grant Date
Fair Value
of Stock
and Option
Awards
($)(8)

Thomas J. DeRosa

  

 

 

 

—

 

 

 

 

 

 

1,100,000

 

 

  

 

 

 

2,200,000

 

 

  

 

 

 

4,400,000

 

 

          
  

 

 

 

2/15/2018

 

 (2) 

 		       

 

 

 

52,942

 

 

  

 

 

 

105,883

 

 

  

 

 

 

211,766

 

 

    

 

 

 

6,150,000

 

 

  

 

 

 

2/15/2018

 

 (3) 

 		             

 

 

 

37,158

 

 

  

 

 

 

2,050,007

 

 

John A. Goodey

  

 

 

 

—

 

 

 

 

 

 

450,000

 

 

  

 

 

 

900,000

 

 

  

 

 

 

1,800,000

 

 

          
  

 

 

 

2/15/2018

 

 (2) 

 		       

 

 

 

12,891

 

 

  

 

 

 

25,780

 

 

  

 

 

 

38,671

 

 

    

 

 

 

1,293,750

 

 

  

 

 

 

2/15/2018

 

 (3) 

 		             

 

 

 

7,817

 

 

  

 

 

 

431,264

 

 

Mercedes T. Kerr

  

 

 

 

—

 

 

 

 

 

 

363,375

 

 

  

 

 

 

726,750

 

 

  

 

 

 

1,453,500

 

 

          
  

 

 

 

2/15/2018

 

 (2) 

 		       

 

 

 

13,265

 

 

  

 

 

 

26,527

 

 

  

 

 

 

39,792

 

 

    

 

 

 

1,331,250

 

 

  

 

 

 

2/15/2018

 

 (3) 

 		             

 

 

 

8,044

 

 

  

 

 

 

443,787

 

 

Shankh Mitra

  

 

 

 

—

 

 

 

 

 

 

612,500

 

 

  

 

 

 

1,225,000

 

 

  

 

 

 

2,450,000

 

 

           — 1,000,000 2,000,000 4,000,000  
  

 

 

 

8/9/2018

 

 (2) 

 		       

 

 

 

5,232

 

 

  

 

 

 

10,463

 

 

  

 

 

 

15,695

 

 

    

 

 

 

525,000

 

 

 2/16/2021(2)  41,042 82,084 123,126 5,250,038
  

 

 

 

2/15/2018

 

 (2) 

 		       

 

 

 

5,980

 

 

  

 

 

 

11,957

 

 

  

 

 

 

17,937

 

 

    

 

 

 

600,000

 

 

 2/16/2021(3)  11,165 749,953
  

 

 

 

8/9/2018

 

 (4) 

 		             

 

 

 

3,173

 

 

  

 

 

 

201,359

 

 

 2/16/2021(4)  102,465 67.17 1,500,088
  

 

 

 

2/8/2018

 

 (5) 

 		             

 

 

 

13,719

 

 

  

 

 

 

750,018

 

 

 12/13/2021(7)  246,184 83.44 —
John F. Burkart — 170,548 341,096 682,192  
7/19/2021(5)  3,391 6,781 10,172 632,371
  

 

 

 

2/15/2018

 

 (3) 

 		             

 

 

 

3,626

 

 

  

 

 

 

200,046

 

 

 7/19/2021(6)  3,210 — 271,020
 12/13/2021(7)  61,546 83.44 —
Timothy G. McHugh — 450,000 900,000 1,800,000  
2/16/2021(2)  16,418 32,835 49,253 2,100,104
 2/16/2021(3)  8,978 603,052
 2/16/2021(4)  20,287 67.17 297,002
 12/13/2021(7)  123,092 83.44 —
Matthew G. McQueen — 275,000 550,000 1,100,000  
  

 

 

 

—

 

 

 

 

 

 

168,750

 

 

  

 

 

 

337,500

 

 

  

 

 

 

675,000

 

 

           2/16/2021(2)  5,473 10,946 16,419 700,100
  

 

 

 

2/15/2018

 

 (2) 

 		       

 

 

 

4,485

 

 

  

 

 

 

8,968

 

 

  

 

 

 

13,453

 

 

    

 

 

 

450,000

 

 

 2/16/2021(3)  2,234 150,058
  

 

 

 

2/8/2018

 

 (6) 

 		             

 

 

 

3,659

 

 

  

 

 

 

200,038

 

 

 2/16/2021(4)  10,246 67.17 150,001
  

 

 

 

2/15/2018

 

 (3) 

 		             

 

 

 

2,719

 

 

  

 

 

 

150,007

 

 

 12/13/2021(7)  39,389 83.44 —

WELLTOWER•2022 Proxy Statement     55

Back to Contents
     Estimated Future Payments
Under Non-Equity Incentive
Plan Awards(1)		 Estimated Future Payments
Under Equity Incentive Plan
Awards		        
Name Grant
Date		  Threshold
($)		 Target
($)		 Maximum
($)		 Threshold
(#)		 Target
(#)		 High
(#)		 Stock
Awards:
Number of
Shares of
Stock or
Units
(#)		 Option
Awards:
Number
of Shares
of Stock
Underlying
Options
(#)		 Exercise
or Base
Price of
Option
Awards
($/Sh)		 Grant Date
Fair Value
of Stock
and Option
Awards
($)(8)
Ayesha Menon —  275,000 550,000 1,100,000              
 2/16/2021(2)        5,473 10,946 16,419       700,100
 2/16/2021(3)              2,234     150,058
 2/16/2021(4)                10,246 67.17 150,001
 12/13/2021(7)                24,618 83.44 —

 

(1)

Represents annual incentive program earnings opportunity for 2018.2021. The actual amount earned by each of the NEOs under the annual incentive program in 20182021 was paid in 20192022 and is shown in theNon-Equity Incentive Plan Compensation column of the Summary Compensation Table.

(2)

Represents long-term incentive earnings opportunity for performance under the 2018-20202021-2023 Long-Term Incentive Program. The performance measures under this program will be evaluated in early 20212024 after the close of the performance period on December 31, 2020.2023. Any performance award earned will be settled in shares following such evaluation (subject to earlier evaluation and vesting in connection with a change in corporate control or a qualified termination of employment). See pages 40-4145-47 for additional information regarding the 2018-2020 program.

2021-2023 Long-Term Incentive Program.

(3)

Represents time-based restricted stock units granted under the 2018-20202021-2023 Long-Term Incentive PlanProgram on February 15, 2018.16, 2021. The units vest in four equal installments on January 15, 2019, 2020, 20212022, 2023, 2024 and 2022.2025. The grant date fair value is based on a per share grant price of $55.17,$67.17, the closing price of Welltower’s common stock on February 16, 2021. See pages 45-47 for additional information regarding the 2021-2023 Long-Term Incentive Program.

(4)Represents time-based stock options granted under the 2021-2023 Long-Term Incentive Program on February 16, 2021 with an exercise price of $67.17, the closing price of Welltower’s common stock on the date of grant. The stock options vest and become exercisable in four equal installments on January 15, 2018,2022, 2023, 2024 and 2025. The grant date fair value is based on the Black-Scholes value of $14.64 on the date of the grant.

See pages 45-47 for additional information regarding the 2021-2023 Long-Term Incentive Program.

(4)(5)

Represents long-term incentive earnings opportunity for performance under the 2021-2023 Long-Term Incentive Program. This award was granted on July 19, 2021, the date on which Mr. Burkart joined Welltower as Executive Vice President – Chief Operating Officer. The performance measures under this program will be evaluated in early 2024 after the close of the performance period on December 31, 2023. Any performance award earned will be settled in shares following such evaluation (subject to earlier evaluation and vesting in connection with a change in corporate control or a qualified termination of employment). See pages 45-47 for additional information regarding the 2021-2023 Long-Term Incentive Program.

(6)Represents time-based restricted stock units granted under the 2018-20202021-2023 Long-Term Incentive Plan on August 9, 2018.July 19, 2021, the date on which Mr. Burkart joined Welltower as Executive Vice President – Chief Operating Officer. The sharesunits vest in four equal installments on January 15, 2019, 2020, 20212022, 2023, 2024 and 2022.2025. The grant date fair value is based on a per share grant price of $63.46,$84.43, the closing price of Welltower’s common stock on August 9, 2018, the dateJuly 19, 2021.
(7)Represents performance-based stock options granted December 13, 2021. See footnote 3 of the grant.

Summary Compensation Table and pages 50-51 for additional information regarding the special stock option grants.

(5)(8)

Restricted stock granted on February 8, 2018 for performance in 2017. The shares vest in three equal installments on January 15, 2019, 2020 and 2021. The grant date fair value is based on a per share grant price of $54.67, the closing price of Welltower’s common stock on February 8, 2018, the date of the grant.

(6)

Restricted stock granted on February 8, 2018 for performance in 2017. The shares vest in four equal installments on January 15, 2019, 2020, 2021 and 2022. The grant date fair value is based on a per share grant price of $54.67, the closing price of Welltower’s common stock on February 8, 2018, the date of the grant.

(7)

Amounts set forth in this column represent the grant-dategrant date fair value calculated in accordance with FASB ASC Topic 718. For the assumptions and methodologies used to value the awards reported in this column, see notenotes 2 and 3 to the Summary Compensation Table.

50  |Notice of Annual Meeting of Shareholders and 2019 Proxy Statement

Executive Compensation  LOGO

 

WELLTOWEREmployment Agreements•2022 Proxy Statement     56

Welltower has employment agreements with each of Mr. DeRosa and Mr. Goodey. Welltower does not have employment agreements with Ms. Kerr, Mr. Mitra or Mr. McQueen. Welltower’s policy is not to enter into any employment agreements in the future with any employee other than the Chief Executive Officer. Accordingly, when the most recent term of Ms. Kerr’s employment agreement ended on January 31, 2019, the agreement expired according to its terms. The expiration of the agreement has had no effect or impact on Ms. Kerr’s service as Welltower’s Executive Vice President - Business & Relationship Management.

For a description of the provisions of the agreements regarding compensation and benefits payable upon termination or a change in corporate control, see “Potential Payments Upon Termination or Change in Corporate Control” on pages 54-57.

THOMAS J. DEROSA’S EMPLOYMENT AGREEMENT

In anticipation of the expiration of his original employment agreement and in recognition of his exemplary performance, on January 3, 2017, Welltower entered into a new employment agreement with Mr. DeRosa, which became effective on April 13, 2017, after the expiration of his prior employment agreement.

Pursuant to his amended and restated employment agreement, Mr. DeRosa will continue to serve as the Chief Executive Officer of Welltower until April 13, 2020. His initial annual base salary was set at $1,000,000, which is reviewed and adjusted each year by the Compensation Committee, together with an initial target bonus opportunity under Welltower’s annual cash bonus program equal to 175% of his annual base salary and long-term stock awards under terms and conditions determined by the Compensation Committee. The agreement also provides for Welltower to reimburse Mr. DeRosa for the reasonable costs of an annual medical exam and provide him with an automobile allowance.

JOHN A. GOODEY’S LETTER AGREEMENT & TRANSFER AGREEMENT

Welltower has entered into a letter agreement with Mr. Goodey, effective November 1, 2018, which provides, in part, that Mr. Goodey is anemployee-at-will. The agreement provides for a base salary of $600,000, which is reviewed and adjusted each year by the Compensation Committee. Mr. Goodey is also eligible to receive discretionary annual bonuses and equity awards under Welltower’s long-term incentive plans. Mr. Goodey has also entered into a separate letter agreement with Welltower, dated August 17, 2018, which provides for payment or reimbursement of certain living and relocation expenses incurred in connection with Mr. Goodey’s transfer to the United States.

Notice of Annual Meeting of Shareholders and 2019 Proxy Statement   |

  51 

Back to Contents
LOGOExecutive Compensation

2021 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

 

2018 Outstanding Equity Awards at FiscalYear-End Table

The table below provides information regarding outstanding equity-based awards granted to the NEOs under Welltower’s long-term incentive plans that were outstanding as of December 31, 2018.2021.

 

      Stock Awards  Stock Awards  
Name   

Grant

Date

 

 

   

# of Shares or Units of
Stock

That Have Not Vested

 
 

 

   

Market Value of Shares or

Units of Stock

That Have Not Vested ($)

 

 

 

  


Equity Incentive
Plan Awards:

# of Unearned
Shares, Units

or Other Rights

That Have Not Yet Vested

 
 

 
 

 

 

   


Equity Incentive Plan Awards:

Market or Payout Value of
Unearned

Shares, Units or Other Rights

That Have Not Yet Vested ($)

 

 
 

 

 

 Grant
Date		 # of
Shares
or Units
of Stock
That
Have Not
Vested		 Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)		  Equity
Incentive Plan
Awards: #
of Unearned
Shares, Units
or Other
Rights That
Have Not Yet
Vested		 Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not Yet
Vested ($)		  # of Shares
of Stock
Underlying
Unexercised
Options
exercisable
(#)		 # of Shares
of Stock
Underlying
Unexercised
Options
unexercisable(8)
(#)		 Option
Exercise
Price
($/Sh)		 Option
Expiration
Date

Thomas J. DeRosa

  

 

 

 

2/15/18

 

 

  

 

 

 

37,158

 

 

  

 

 

 

2,579,137

 

(1) 

 		   
   5/6/16    51,261    3,558,026(2)     
   2/12/16    20,750    1,440,258(3)     
   8/6/15    10,925    758,304(4)     
   4/13/17      188,150    13,059,491(14) 
   

 

2/15/18

 

 

 

      

 

211,766

 

 

 

   

 

14,698,678(15)

 

 

 

John A. Goodey

   2/15/18    7,817    542,578(1)     
   10/3/17    10,801    749,697(5)     
   8/1/17    1,982    137,571(6)     
   2/9/17    6,642    461,021(7)     
   2/12/16    6,608    458,661(8)     
   2/5/15    1,716    119,108(9)     
   8/1/17      6,322    438,810(14) 
   2/15/18      38,671    2,684,154(15) 

Mercedes T. Kerr

  

 

 

 

2/15/18

 

 

  

 

 

 

8,044

 

 

  

 

 

 

558,334

 

(1) 

 		   
   8/1/17    5,861    406,812(6)     
   2/24/17    23,249    1,613,713(2)     
   2/12/16    7,252    503,361(8)     
   2/5/15    1,354    93,981(9)     
   4/13/17      38,189    2,650,698(14) 
   

 

2/15/18

 

 

 

      

 

39,792

 

 

 

   

 

2,761,963(15)

 

 

 

Shankh Mitra 2/16/21 11,165 957,622(1)   
   8/9/18    3,173    220,238(1)      12/4/20 3,651 313,146(2)   
   2/15/18    3,626    251,681(1)      2/14/20 11,699 1,003,423(2)   
   2/8/18    13,719    952,236(10)      2/14/19 4,841 415,213(3)   
   8/1/17    1,982    137,571(6)      8/9/18 793 68,016(4)   
   2/9/17    9,588    665,503(7)      2/15/18 907 77,793(4)   
   2/12/16    2,298    159,504(8)      2/14/20 39,115 3,354,894(5)   
   1/4/16    3,656    253,763(11)      12/4/20 20,125 1,726,121(5)   
   8/1/17      6,322    438,810(14)  2/16/21 82,084 7,040,345(6)   
   2/15/18      17,937    1,245,007(15)  2/16/21  
   

 

8/9/18

 

 

 

      

 

15,695

 

 

 

   

 

1,089,390(15)

 

 

 

 2/16/21 102,465 67.17 2/16/2031
 12/13/21 246,184 83.44 12/13/2031
John F. Burkart 7/19/21 3,210 275,322(7)   
7/19/21 6,781 572,520(7)   
 12/31/21 61,546 83.44 12/13/2031
Timothy G. McHugh 2/16/21 8,978 770,043(1)   
2/14/20 5,850 501,755(2)   
 9/4/19 2,501 214,511(3)   
 2/14/19 727 62,355(3)   
 2/15/18 510 43,743(4)   
 2/8/18 686 58,838(4)   
 2/14/20 19,559 1,677,575(5)   
 2/16/21 32,835 2,816,258(6)   
 2/16/21 20,287 67.17 2/16/2031
 12/13/21 123,092 83.44 12/13/2031
Matthew G. McQueen 2/16/21 2,234 191,610(1)   
   2/15/18    2,719    188,726(1)      2/14/20 1,872 160,561(2)   
   2/8/18    3,659    253,971(12)      2/14/19 1,291 110,729(3)   
   8/1/17    1,486    103,143(6)      2/15/18 680 58,324(4)   
   2/9/17    2,490    172,831(7)      2/8/18 915 78,480(4)   
   2/12/16    1,466    101,755(8)      2/14/20 6,260 536,920(5)   
   3/2/15    404    28,042(13)      2/16/21 10,946 938,838(6)   
   8/1/17      4,742    329,142(14)  2/16/21  
   2/15/18      13,453    933,773(15)  2/16/21 10,246 67.17 2/16/2031
 12/13/21 39,389 83.44 12/13/2031

 

WELLTOWER•2022 Proxy Statement     57

Back to Contents

    Stock Awards         
Name Grant
Date		 # of
Shares
or Units
of Stock
That
Have Not
Vested		 Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)		  Equity
Incentive Plan
Awards: #
of Unearned
Shares, Units
or Other
Rights That
Have Not Yet
Vested		 Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not Yet
Vested ($)		  # of Shares
of Stock
Underlying
Unexercised
Options
exercisable
(#)		 # of Shares
of Stock
Underlying
Unexercised
Options
unexercisable(8)
(#)		 Option
Exercise
Price
($/Sh)		 Option
Expiration
Date
Ayesha Menon 2/16/21 2,234 191,610(1)              
 2/14/20 1,404 120,421(2)              
  5/13/19 966 82,854(3)              
  5/6/19 3,948 338,620(3)              
  2/14/20      4,694 402,604(5)         
  2/16/21      10,946 938,838(6)         
  2/16/21                  
  2/16/21           10,246   67.17 2/16/2031
  12/13/21           24,618   83.44 12/13/2031
(1)

Based on a share price of $69.41, the closing price of Weltower’s common stock on December 31, 2018. On each of January 15, 2019, 2020, 2021 and 2022,one-fourth of the time-based restricted stock units granted under the 2018-2020 Long-Term Incentive Program will vest.

(2)

Based on a share price of $69.41,$85.77, the closing price of Welltower’s common stock on December 31, 2018. These shares2021. On each of January 15, 2022, 2023, 2024 and 2025, one-fourth of the time-based restricted stock vest on December 31, 2019 and 2020.

units granted under the 2021-2023 Long-Term Incentive Program will vest.

(3)(2)

Based on a share price of $69.41,$85.77, the closing price of Welltower’s common stock on December 31, 2018. These shares2021. On each of January 15, 2022, 2023, and 2024, one-third of the time-based restricted stock vested on January 15, 2019.

units granted under the 2020-2022 Long-Term Incentive Program will vest.

(4)(3)

Based on a share price of $69.41,$85.77, the closing price of Welltower’s common stock on December 31, 2018. These shares2021. On each of January 15, 2022, and 2023, one-half of the remaining unvested time-based restricted stock vest on December 31, 2019.

units granted under the 2019-2021 Long-Term Incentive Program will vest.

(5)(4)

Based on a share price of $69.41,$85.77, the closing price of Welltower’s common stock on December 31, 2018.2021. These shares of restricted stock vest in three equal installmentsvested on October 3, 2019, 2020 and 2021.

January 15, 2022.

(6)(5)

Based on a share price of $69.41,$85.77, the closing price of Welltower’s common stock on December 31, 2018. These shares of restricted stock vest on December 31, 2019.

(7)

Based on a share price of $69.41, the closing price of Welltower’s common stock on December 31, 2018. These shares of restricted stock vest in three equal installments on January 15, 2019, 2020 and 2021.

(8)

Based on a share price of $69.41, the closing price of Weltower’s common stock on December 31, 2018. These shares of restricted stock vest in two equal installments on January 15, 2019 and 2020.

(9)

Based on a share price of $69.41, the closing price of Welltower’s common stock on December 31, 2018. These shares of restricted stock vested on January 15, 2019.

52  |Notice of Annual Meeting of Shareholders and 2019 Proxy Statement

Executive Compensation  LOGO

(10)

Based on a share price of $69.41, the closing price of Welltower’s common stock on December 31, 2018. On each of January 15, 2019, 2020 and 2021,one-third of the shares of restricted stock vest.

(11)

Based on a share price of $69.41, the closing price of Welltower’s common stock on December 31, 2018. These shares of restricted stock vested on January 4, 2019.

(12)

Based on a share price of $69.41, the closing price of Welltower’s common stock on December 31, 2018. On each of January 15, 2019, 2020, 2021 and 2022one-fourth of the shares of restricted stock vest.

(13)

Based on a share price of $69.41, the closing price of Welltower’s common stock on December 31, 2018. These shares of restricted stock vested on March 2, 2019.

(14)

Based on a share price of $69.41, the closing price of Welltower’s common stock on December 31, 2018. The number and market or payout value of the performance-based awards under the 2017-20192020-2022 Long-Term Incentive Program isare based on highthreshold performance because corporate performance in the second year of the three-year performance period exceeded target performance.was below threshold. See page 4147 for additional information regarding the 2017-20192020-2022 program.

(15)(6)

Based on a share price of $69.41,$85.77, the closing price of Welltower’s common stock on December 31, 2018.2021. The number and market or payout value of the performance-based awards under the 2018-20202021-2023 Long-Term Incentive Program isare based on highthreshold performance because corporate performance in the first year of the three-year performance period exceeded target performance.was below threshold. See pages 40-4145-47 for additional information regarding the 2018-20202021-2023 program.

(7)Based on a share price of $84.43, the closing price of Welltower’s common stock on July 19, 2021, Mr. Burkart’s hire date. The number and market or payout value of the performance based awards under the 2021-2023 Long-Term Incentive Program are based on threshold performance because corporate performance in the first year of the three-year performance period was below threshold. See pages 45-47 for additional information regarding the 2021-2023 program.
(8)Represents time-based stock options granted under the 2021-2023 Long-Term Incentive Program on February 16, 2021. The stock options vest and become exerciable in four equal installments on January 15, 2022, 2023, 2024 and 2025.

WELLTOWER•2022 Proxy Statement     58

Back to Contents

2018 Option Exercises and Stock Vested Table2021 OPTION EXERCISES AND STOCK VESTED TABLE

The table below provides information regarding the dollar amounts realized pursuant to the vesting or exercise of equity-based awards during 20182021 for the NEOs.

 

  Option Awards   Stock Awards  Option Awards Stock Awards
Name   

# of Shares

Acquired on

Exercise

 

 

 

   

Value Realized

Upon Exercise

($)

 

 

 

   

# of Shares

Acquired on

Vesting

 

 

 

   

Value Realized

on Vesting

($)

 

 

 

 # of Shares
Acquired on
Exercise		 Value Realized
Upon Exercise
($)		 # of Shares
Acquired on
Vesting		 Value Realized
on Vesting
($)

Thomas J. DeRosa

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

43,583

 

 

 

 

  

 

 

 

 

4,711,577

 

 

 

 

John A. Goodey

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

6,064

 

 

 

 

  

 

 

 

 

679,915

 

 

 

 

Mercedes T. Kerr

  

 

 

 

 

4,342

 

 

 

 

  

 

 

 

 

94,745

 

 

 

 

  

 

 

 

 

4,591

 

 

 

 

  

 

 

 

 

444,942

 

 

 

 

Shankh Mitra

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

8,631

 

 

 

 

  

 

 

 

 

600,075

 

 

 

 

 — — 39,297 2,590,218
John F. Burkart — — — —
Timothy G. McHugh — — 8,391 545,786

Matthew G. McQueen

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

—

 

 

 

 

  

 

 

 

 

1,230

 

 

 

 

  

 

 

 

 

113,969

 

 

 

 

 — — 13,492 893,340
Ayesha Menon — — 2,267 145,655

2018 Nonqualified Deferred Compensation TablePOTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CORPORATE CONTROL

In connection

Employment Agreements

Welltower does not have employment agreements with Mr. DeRosa’s appointment asBurkart, Mr. McHugh, Mr. McQueen or Ms. Menon. Welltower’s policy is not to enter into any employment agreements in the future with any employee other than the Chief Executive Officer.

Employment Agreement with Shankh Mitra

On May 19, 2021, Welltower entered into an employment agreement with Shankh Mitra, its Chief Executive Officer in 2014, he was granted 15,618 performance-based restricted stock units pursuant to a performance-based restricted stock unit grant agreement. In 2015, the Compensation Committee determined that Mr. DeRosa had met the performance vesting criteria for these performance-based restricted stock units because he and Welltower satisfied certain performance conditions during theone-year performance period ending April 12, 2015.One-third of the performance-based restricted stock units vested on May 6, 2015;one-third vested on April 13, 2016; andone-third vested on April 13, 2017. Under the terms of the grant agreement, settlement of the award was automatically deferred until the earliest of Mr. DeRosa’s “separation from service” (as defined under Section 409A of the Code), his death or a change in control of Welltower. The performance-based restricted stock units will be paid in shares of common stock on aone-for-one basis. The table below sets forth the aggregate value, as of December 31, 2018, of the performance-based restricted stock units that were vested and deferred as of December 31, 2018.(the “Employment Agreement”).

 

  Name

Executive

Contributions

in Last FY



Registrant

Contributions

in Last FY



Aggregate

Earnings in

Last FY



Aggregate

Withdrawals/

Distributions



Aggregate

Balance at

Last FY


Thomas J. DeRosa

—

(1)

—

$

139,955.52

(2)

—

$

1,065,166(3)

(1)

All contributions were vested as of April 13, 2017. There were no contributions in the fiscal year ended December 31, 2018. Settlement of these units is mandatorily deferred pursuant to the terms of the award.

(2)

Consists of: (a) $18,117 of accrued dividends on 5,206 units that vested on May 6, 2015; (b) $17,654 of accrued dividends on 5,073 units that vested on April 13, 2016 (5,206 units less 133 units withheld upon vesting to satisfy tax obligation); (c) $17,633 of accrued dividends on 5,067 units that vested on April 13, 2017 (5,206 units less 139 units withheld upon vesting to satisfy tax withholding obligations) from the vesting date to December 31, 2017; and (d) a $86,551 increase in the value of the units (calculated by subtracting the value of the units at December 31, 2017 ($63.77 per share) from the value of the units at December 31, 2018 ($69.41)).

(3)

Based on a share price of $69.41, the closing price of Welltower’s common stock on December 31, 2018.

Notice of Annual Meeting of Shareholders and 2019 Proxy Statement   |

  53     

LOGOExecutive Compensation

Potential Payments Upon TerminationIf Mr. Mitra’s employment is terminated by Welltower without “cause” or Change in Corporate Control

THOMAS J. DEROSA

Severance Payments and Benefits. Under his employment agreement with Welltower, if Mr. DeRosa terminates his employmenthe resigns for “good reason” (as(each as defined in his employment agreement) or is terminated without “cause” (as defined in his employment agreement)the Employment Agreement), he would receive a series of semi-monthlywill receive: (i) severance payments for 24 months. Each semi-monthly severance payment would be an amount equal toone-twenty-fourth of the sum of two times (a) his then-current annual base salary and (b) his target annual cash bonus opportunity, payable over a period of twenty-four months, (ii) a pro-rated annual bonus for the year of termination based on Welltower’s actual performance, (iii) continued COBRA coverage for so long as such coverage is elected at the timesame after-tax cost to him as if he were an active employee, (iv) full vesting of termination.all of his outstanding time-based stock awards, and (v) treatment of all of his outstanding performance stock awards in accordance with the terms and conditions under which the awards were granted, except that Mr. Mitra’s outstanding stock options will remain exercisable for a period of no less than 18 months following his termination of employment.

If Mr. DeRosa terminates hisMitra’s employment is (i) terminated by Welltower without cause or he resigns for “good reason”good reason upon or is terminated without “cause” during thewithin 24 months following a “change in corporate control” (as defined in Welltower’s 2016 Long-Term Incentive Plan) or (ii) terminated by Welltower without cause within three months of a change in corporate control or at any time prior to the occurrence of a change in corporate control at the request or direction of any person or group who obtains control of Welltower as a result of the occurrence of a change in corporate control, he will also be entitled to severance benefits. However, in such a case, (a) all of his employmentoutstanding performance stock awards will become vested based upon a determination of Welltower’s actual achievement of performance goals immediately prior to the occurrence of the change of corporate control (unless otherwise provided in the applicable award agreement) and during(b) the term of his employment agreement, he would receiveseverance payments will be paid in a lump sum severance paymentin an amount equal to the present value of a series of monthly severance payments for 36 months. Each monthly severance payment would be an amount equal toone-twelfth (1/12) of the sum of three times (1) his then-current annual base salary and (2) the average of the annual bonuses paid to Mr. DeRosahim for the last three fiscal years ending prioryears.

Any severance payments or benefits only become payable if Mr. Mitra provides an effective release of claims in favor of Welltower and its affiliates and complies with a number of restrictive covenants, including a non-competition covenant, that are intended to protect the change in corporate control.

If Mr. DeRosa terminates his employment for “good reason” or is terminated without “cause” (whether or not following a change in corporate control), he also would be entitled to continued coverage underbusiness of Welltower during any group health plan maintained by Welltower in which he participated at the time of his termination for the period during which he elected to receive continuation coverage under Section 4980B of the Code at anafter-tax cost to him comparable to the cost he would have incurred for the same coverage had he remained employed during such period. Mr. DeRosa also would be entitled to receive accrued but unpaid base salary and paid time off, any bonuses earned but unpaid, any nonforfeitable benefits under Welltower’s deferred compensation, incentive or other benefit plans, and any prorated portion of the annual bonus that he would have earned for the year in which the termination occurs (if he had remained employed for the entire year). If determined that payments by Welltower to Mr. DeRosa in connection with a change in corporate control would constitute “parachute payments” within the meaning of Section 280G of the Code, the amount of such payments would be the greater, on anafter-tax basis, of either the fullis receiving severance payments or a lesser amount which would result in no portionbenefits.

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Summary of such payments being subject to the excise tax imposed under Section 4999 of the Code.Potential Payments for Named Executive Officers

In the event of Mr. DeRosa’s death or disability, he would be entitled to receive accrued but unpaid base salary and paid time off, any bonuses earned but unpaid, any nonforfeitable benefits under Welltower’s deferred compensation, incentive or other benefit plans, and any prorated portion of the annual bonus that he would have earned for the year in which the termination occurs (if he had remained employed for the entire year).

Shankh Mitra

Vesting of Incentive Awards. Mr. DeRosa’s restricted stock and restricted stock unit awards with time-based vesting granted under Welltower’s incentive plans, except for the time-based awards granted under the 2018-2020 Long-Term Incentive Program the (the “2018-2020 LTIP”), would become fully vested in the event that Mr. DeRosa terminates his employment for “good reason,” is terminated without “cause” (whether or not following a change in corporate control), upon the expiration of the term of his employment agreement if such expiration is as a result ofnon-renewal of such agreement by Welltower or upon his death, disability or retirement.Awards

The performance awards granted to Mr. DeRosaMitra under, the 2016-2018 Long-Term Incentive Program (the “2016-2018 LTIP”),2019-2021 LTIP, the 2017-2019 Long-Term Incentive Program (the “2017-2019 LTIP”)2020-2022 LTIP, and the 2018-20202021-2023 LTIP (collectively, the “LTIPs”) will be deemed earned as of the date of a change in corporate control based on the Compensation Committee’s evaluation of corporate performance relative to the performance targets as of the day prior to the change in corporate control andcontrol. In such a case, Mr. DeRosaMitra would receive a pro rata portion of the performance awards based on the number of full or partial months from the beginning of the performance period through the change in corporate control. In the event thatIf Mr. DeRosaMitra terminates his employment for “good reason,” is terminated without “cause,” upon Welltower’snon-renewal ofreason” or his employment agreement or upon his death, disability or retirement, the Compensation Committee will determine corporate performance relative to the performance targets as of the end of the calendar quarter immediately preceding the termination and Mr. DeRosa would receive a pro rata portion of the performance awards based on the number of days or months that he was employed by Welltower during the performance period. In the event of such a termination after the end of the performance period, any shares granted to Mr. DeRosa under these programs would become vested.

In the event of a change in corporate control, the time restrictions applicable to the time-based awards granted to Mr. DeRosa under the 2018-2020 LTIP will lapse and such award will fully vest if (1) either the successor company does not assume, convert, continue or otherwise replace such other awards on proportionate and equitable terms or (2) Mr.DeRosa is terminated without cause within 12 months following the change in corporate control. In the event that Mr. DeRosa terminates his employment for “good reason,” is terminated without “cause” (not within 12 months following a change in corporate control), upon Welltower’snon-renewal of his employment agreement or upon his death, disability or retirement, the unvested portion of the time-based awards granted to Mr. DeRosa under the 2018-2020 LTIP will automatically terminate, be forfeited and be null and void.

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Settlement of the deferred performance-based restricted stock units will occur upon the earliest of Mr. DeRosa’s “separation from service” (as defined by Section 409A of the Code), a change in control of Welltower or his death.

Restrictive Covenants. Mr. DeRosa’s employment agreement includes confidentiality,non-competition,non-solicitation andnon-disparagement restrictive covenants.

Mr. DeRosa’s rights to receive payments or benefits under the 2016-2018 LTIP, the 2017-2019 LTIP and the 2018-2020 LTIP are subject to the execution of a release of claims in favor of Welltower upon the termination of his employment. Mr. DeRosa is also subject to confidentiality,non-competition,non-solicitation andnon-disparagement restrictive covenants under these programs.

JOHN A. GOODEY

Vesting of Incentive Awards. Mr. Goodey’s restricted stock and restricted stock unit awards with time-based vesting granted under Welltower’s incentive plans, except for the time-based awards granted under the 2018-2020 LTIP, would become fully vested in the event Mr. Goodey is terminated without cause within 12 months following a change in corporate control or upon his death, disability or retirement.

The performance awards granted to Mr. Goodey under the 2017-2019 LTIP, the 2017-2018 transition plan and the 2018-2020 LTIP will be deemed earned as of the date of a change in corporate control based on the Compensation Committee’s evaluation of corporate performance relative to the performance targets as of the day prior to the change in corporate control and Mr. Goodey would receive a pro rata portion of the performance awards based on the number of months from the beginning of the performance period through the change in corporate control. In the event that Mr. Goodey terminates his employment for “good reason,” is terminated without “cause” or upon his death, disability or retirement, the Compensation Committee will determine corporate performance relative to the performance targets as of the end of the calendar quarter immediately preceding the termination andtermination. In such a case, Mr. GoodeyMitra would receive a pro rata portion of the performance awards based on the number of days orcomplete months that he was employed by Welltower during the performance period. In the event of such a termination after the end of the performance period, any shares granted to Mr. Goodey under these programs would become vested.

In the event of a change in corporate control, the time restrictions applicable to the time-based awards granted to Mr. Goodey under the 2018-2020 LTIP will lapse and such award will fully vest if (1) either the successor company does not assume, convert, continue or otherwise replace such other awards on proportionate and equitable terms or (2) Mr.Goodey is terminated without cause within 12 months following the change in corporate control. In the event that Mr. Goodey terminates his employment for “good reason,” is terminated without “cause” (not within 12 months following a change in corporate control), or upon his death, disability or retirement, the unvested portion of the time-based awards granted to Mr. Goodey under the 2018-2020 LTIP will automatically terminate, be forfeited and become null and void.

Restrictive Covenants. Mr. Goodey’s rights to receive payments or benefits under the 2017-2019 LTIP, the 2017-2018 transition plan and the 2018-2020 LTIP are subject to the execution of a release of claims in favor of Welltower upon the termination of his employment. Mr. Goodey is also subject to confidentiality,non-competition,non-solicitation andnon-competition restrictive covenants under these programs.

Transfer Agreement. Pursuant to his transfer agreement, dated August 17, 2018, if Mr. Goodey voluntarily terminates his employment on or prior to October 22, 2020, he must repay Welltower either (1) 100% of expenses incurred or reimbursedearned by Welltower associated with his relocation, if such termination occurs within 12 months after October 22, 2019, or (2) 50% of expenses incurred or reimbursed by Welltower associated with his relocation, if such termination occurs within13-24 months after October 22, 2019.

MERCEDES T. KERR

Severance Payments and Benefits.Under her employment agreement, which expired as of January 31, 2019, had Ms. Kerr terminated her employment on December 31, 2018 for “good reason” (as defined in her employment agreement) or been terminated without “cause” (as defined in her employment agreement), she would have been entitled to a series of semi-monthly severance payments for 12 months. Each monthly severance payment would have been an amount equal toone-twenty fourth of the sum of her annual base salary and the average of annual cash bonuses paid to Ms. Kerr for the last three fiscal years ending prior to the date of termination. Ms. Kerr also would have been entitled to continued coverage under any group health plan maintained by Welltower in which she participated at the time of her termination for a period of six months, or until, if earlier, the date she obtained comparable coverage from a new employer. Ms. Kerr also would have been entitled to receive accrued but unpaid base salary and paid time off, any bonuses earned but unpaid, any nonforfeitable benefits under Welltower’s deferred compensation, incentive or other benefit plans, and any prorated portion of the annual bonus that she would have earned for the year in which the termination occurred.

If, prior to the expiration of the term of her employment agreement, Ms. Kerr had terminated her employment for “good reason” or were terminated without “cause” during the 24 months following a “change in corporate control” (as defined in her employment agreement),

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she would have received a lump sum severance payment equal to the present value of a series of monthly severance payments for 24 months. Each monthly severance payment would be an amount equal toone-twelfth of the sum of her annual base salary and the average of annual bonuses paid to Ms. Kerr for the last three fiscal years ending prior to the change in corporate control. Ms. Kerr also would have been entitled to continued coverage under any group health plan maintained by Welltower in which Ms. Kerr participated at the time of her termination for the remainder of the term of her employment agreement or until, if earlier, the date she obtained comparable coverage from a new employer or otherwise became ineligible to such continued coverage under COBRA. Ms. Kerr also would have been entitled to receive accrued but unpaid base salary and paid time off, any bonuses earned but unpaid, any nonforfeitable benefits under Welltower’s deferred compensation, incentive or other benefit plans, and any prorated portion of the target annual bonus that she would have earned for the year in which the termination occurred. If it were determined that any payments or distributions by Welltower to Ms. Kerr in connection with a change in corporate control would constitute “parachute payments” within the meaning of Section 280G of the Code, the amount of such payments would be the greater, on anafter-tax basis, of either the full payments or a lesser amount which would result in no portion of such payments being subject to the excise tax imposed under Section 4999 of the Code. If, prior to the expiration of the term of her employment agreement, Ms. Kerr voluntarily terminated her employment, were terminated for “cause” or was terminated as a result of the expiration of the term of her employment agreement, she would be entitled to accrued but unpaid base salary and paid time off, any bonuses earned but unpaid and any nonforfeitable benefits under Welltower’s deferred compensation, incentive or other benefit plans.

Under the terms of her prior employment agreement, upon Ms. Kerr’s death or disability, she would have been entitled to accrued but unpaid base salary and paid time off, any bonuses earned but unpaid, any nonforfeitable benefits under Welltower’s deferred compensation, incentive or other benefit plans and any prorated portion of the annual bonus that she would have earned for the year in which the termination occurs.

Vesting of Incentive Awards. Ms. Kerr’s restricted stock and restricted stock unit awards with time-based vesting granted under Welltower’s incentive plans, except for the time-based awards granted under the 2018-2020 LTIP, would become fully vested in the event that Ms. Kerr terminates her employment for “good reason,” is terminated without “cause” (whether or not following a change in corporate control) (per the terms of her now expired employment agreement), is terminated without cause within 12 months following a change in control or upon her death, disability or retirement.

The performance awards granted to Ms. Kerr under the 2016-2018 LTIP, the 2017-2019 LTIP, the 2017-2018 transition plan and the 2018-2020 LTIP will be deemed earned as of the date of a change in corporate control based on the Compensation Committee’s evaluation of corporate performance relative to the performance targets as of the day prior to the change in corporate control and Ms. Kerr would receive a pro rata portion of the performance awards based on the number of months from the beginning of the performance period through the change in corporate control. In the event that Ms. Kerr terminates her employment for “good reason,” is terminated without “cause” or upon her death, disability or retirement, the Compensation Committee will determine corporate performance relative to the performance targets as of the end of the calendar quarter immediately preceding the termination and Ms. Kerr would receive a pro rata portion of the performance awards based on the number of days or months that she was employed by Welltower during the performance period. In the event of such a termination after the end of the performance period, any shares granted to Ms. Kerr under these programs would become vested.

In the event of a change in corporate control, the time restrictions applicable to the time-based awards granted to Ms. Kerr under the 2018-2020 LTIP will lapse and such award will fully vest if (1) either the successor company does not assume, convert, continue or otherwise replace such other awards on proportionate and equitable terms or (2) Ms. Kerr is terminated without cause within 12 months following the change in corporate control. In the event that Ms. Kerr terminates her employment for “good reason,” is terminated without “cause” (not within 12 months following a change in corporate control) or upon her death, disability or retirement, the unvested portion of the time-based awards granted to Ms. Kerr under the 2018-2020 LTIP will automatically terminate, be forfeited and become null and void.

Restrictive Covenants. Ms. Kerr’s rights to receive payments or benefits under the 2016-2018 LTIP, the 2017-2019 LTIP, the 2017-2018 transition plan and the 2018-2020 LTIP are subject to the execution of a release of claims in favor of Welltower upon the termination of her employment. Ms. Kerr is also subject to confidentiality,non-competition,non-solicitation andnon-disparagement restrictive covenants under these programs.

SHANKH MITRA

Vesting of Incentive Awards. Mr. Mitra’s restricted stock and restricted stock units awards with time-based vesting granted under Welltower’s incentive plans, except for the time-based awards granted under the 2018-2020 LTIP, would become fully vested in the event Mr. Mitra is terminated without cause within 12 months following a change in corporate control or upon his death, disability or retirement.

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The performance awards granted to Mr. Mitra under the 2017-2019 LTIP, the 2017-2018 transition plan and the 2018-2020 LTIP will be deemed earned as of the date of a change in corporate control based on the Compensation Committee’s evaluation of corporate performance relative to the performance targets as of the day prior to the change in corporate control and Mr. Mitra would receive a pro rata portion of the performance awards based on the number of months from the beginning of the performance period through the change in corporate control. In the event that Mr. Mitra terminates his employment for “good reason,” is terminated without “cause” or upon his death, disability or retirement, the Compensation Committee will determine corporate performance relative to the performance targets as of the end of the calendar quarter immediately preceding the termination and Mr. Mitra would receive a pro rata portion of the performance awards based on the number of days or months that he was employed by Welltower during the performance period. In the event of such a termination after the end of the performance period, any shares granted to Mr. Mitra under these programs would become vested.

In the event of a change in corporate control, the time restrictions applicable to the time-based awards granted to Mr. Mitra under the 2018-2020 LTIPLTIPs will lapse and such awardall outstanding time-based awards will fully vest if (1) either the successor company does not assume, convert, continue or otherwise replace such other awards on proportionate and equitable terms or (2) Mr. Mitra is terminated without cause within 12 months following the change in corporate control. In the event thatIf Mr. Mitra terminates his employment for “good reason,” his employment is terminated without “cause” (not within 12 months following a change in corporate control) or upon his death, disability or retirement, the unvested portion of the time-based awards granted to Mr. Mitra under the 2018-2020 LTIP will automatically terminate, be forfeited, and become null and void.

Restrictive Covenants.Covenants

Mr. Mitra’s rights to receive payments or benefits under the 2017-2019 LTIP, the 2017-2018 transition plan and 2018-2020 LTIPLTIPs are subject to the execution of a release of claims in favor of Welltower upon the termination of his employment. Mr. Mitra is also subject to confidentiality,non-competition,non-solicitation andnon-disparagement restrictive covenants under these programs.

MATTHEW G. MCQUEEN

Other Named Executive Officers (Messrs. Burkart, McHugh, and McQueen, and Ms. Menon)

Vesting of Incentive Awards. Mr. McQueen’s restricted stock and restricted stock unit awards with time-based vesting granted under Welltower’s incentive plans, except for the time-based awards granted under the 2018-2020 LTIP, would become fully vested in the event Mr. McQueen is terminated without cause within 12 months following a change in corporate control or upon his death, disability or retirement.Awards

The performance awards granted to Mr. McQueenthe executive under the 2017-2019 LTIP, the 2017-2018 transition plan and the 2018-2020 LTIPLTIPs in which he or she is a participant will be deemed earned as of the date of a change in corporate control based on the Compensation Committee’s evaluation of corporate performance relative to the performance targets as of the day prior to the change in corporate control and Mr. McQueencontrol. In such case, the executive would receive a pro rata portion of the performance awards based on the number of full or partial months from the beginning of the performance period through the change in corporate control. InIf the event that Mr. McQueenexecutive terminates his or her employment for “good reason,” or his or her employment is terminated without “cause” or upon his or her death, disability or retirement, the Compensation Committee will determine corporate performance relative to the performance targets as of the end of the calendar quarter immediately preceding the termination and Mr. McQueentermination. In such case, the executive would receive a pro rata portion of the performance awards based on the number of days orcomplete months that he or she was employed by Welltower during the performance period. In the event of such a termination after the end of the performance period, any shares granted to Mr. McQueenearned by the executive under these programs would become vested.

In the event of a change in corporate control, the time restrictions applicable to the time-based awards granted to Mr. McQueenthe executive under each of the 2018-2020 LTIPLTIPs in which he or she is a participant will lapse and such awardall outstanding time-based awards will fully vest if (1) either the successor company does not assume, convert, continue or otherwise replace such other awards on proportionate and equitable terms or (2) Mr. McQueenthe executive is terminated without cause within 12 months following the change in corporate control. InIf the event that Mr. McQueenexecutive terminates his or her employment for “good reason,” his or her employment is terminated without “cause” (not within 12 months following a change in corporate control), or upon his death, disability or retirement, the unvested portion of the time-based awards granted to Mr. McQueen under the 2018-2020 LTIPexecutive will automatically terminate, be forfeited, and become null and void.

Restrictive Covenants. Mr. McQueen’sCovenants

The executive’s rights to receive payments or benefits under the 2017-2019 LTIP, the 2017-2018 transition plan and the 2018-2020 LTIPLTIPs in which he or she is a participant are subject to the execution of a release of claims in favor of Welltower upon the termination of his or her employment. Mr. McQueenThe executive is also subject to confidentiality,non-competition,non-solicitation andnon-disparagement restrictive covenants under these programs.

 

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LOGOExecutive Compensation

Quantification of Benefits

The table below reflects estimates of the amounts of compensation that would be paid to the NEOs in the event of their termination. The amounts assume that such termination was effectivethey were terminated as of December 31, 2018.2021. The actual amounts to be paid to a NEO can only be determined at the time of such executive’s separation from Welltower.

 

  Name/Type of Termination(1)  

Cash

Severance

($)(2)

   

Continued

Benefits

($)(3)

   

Accelerated

Vesting of

Unvested Equity

Compensation

($)(4)

   

Total  

($)  

 

 

  Thomas J. DeRosa

        
  For Cause or Resignation without Good Reason   —    —    —    —   
  Death or Disability   —    —    13,281,814    13,281,814   
  Involuntary Termination without Cause or Resignation for Good Reason   9,520,000    24,484    13,281,814    22,826,298   

  Involuntary Termination without Cause or Resignation following a Change in Corporate Control

 

   

 

10,976,480

 

 

 

   

 

24,484

 

 

 

   

 

23,177,176

 

 

 

   

 

34,178,141  

 

 

 

  Non-Renewal of the Employment Agreement by Welltower

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

13,281,814

 

 

 

   

 

13,281,814  

 

 

 

 

  John A. Goodey

            
  For Cause or Resignation without Good Reason   —    —    —    —   
  Death or Disability   —    —    2,734,951    2,734,951   
  Involuntary Termination without Cause or Resignation for Good Reason   1,033,429    9,793    2,734,951    3,778,173   

  Involuntary Termination without Cause or Resignation following a Change in Corporate Control

 

   

 

2,066,858

 

 

 

   

 

9,793

 

 

 

   

 

4,570,455

 

 

 

   

 

6,647,106  

 

 

 

  Mercedes T. Kerr            
  For Cause or Resignation without Good Reason   —    —    —    —   
  Death or Disability   —    —    3,774,978    3,774,978   
  Involuntary Termination without Cause or Resignation for Good Reason   1,932,764    9,696    3,774,978    5,717,437   
  Involuntary Termination without Cause or Resignation following a Change in Corporate Control   2,879,907    1,616    6,842,749    9,724,272   

  Non-Renewal of the Employment Agreement by Welltower

 

   

 

—

 

 

 

   

 

—

 

 

 

   

 

3,774,978

 

 

 

   

 

3,774,978  

 

 

 

 

  Shankh Mitra

            
  For Cause or Resignation without Good Reason   —    —    —    —   
  Death or Disability   —    —    1,693,731    1,693,731   
  Involuntary Termination without Cause or Resignation for Good Reason   921,446    9,793    1,693,731    2,624,970   

  Involuntary Termination without Cause or Resignation following a Change in Corporate Control

 

   

 

1,842,891

 

 

 

   

 

9,793

 

 

 

   

 

3,303,098

 

 

 

   

 

5,155,782  

 

 

 

 

  Matthew G. McQueen

        
  For Cause or Resignation without Good Reason   —    —    —    —   
  Death or Disability   —    —    568,764    568,764   
  Involuntary Termination without Cause or Resignation for Good Reason   611,596    8,267    568,764    1,188,627   

  Involuntary Termination without Cause or Resignation following a Change in Corporate Control

 

   

 

1,223,192

 

 

 

   

 

8,267

 

 

 

   

 

1,378,719

 

 

 

   

 

2,610,178  

 

 

 

Name/Type of Termination Cash
Severance
($)(1)		 Continued
Benefits
($)(2)		 Accelerated
Vesting of
Unvested
Equity
Compensation
($)(3)		 280G
Cutback(4)		 Total
($)
Shankh Mitra          
For Cause or Resignation without Good Reason — — — — —
Death or Disability 3,920,000 — 11,207,565 — 15,127,565
Involuntary Termination without Cause or Resignation for Good Reason 9,920,000 34,940 11,207,565 — 21,162,505
Involuntary Termination without Cause or Resignation following a Change in Corporate Control 12,567,141 34,940 13,707,522 — 26,309,603
John F. Burkart          
For Cause or Resignation without Good Reason — — — — —
Death or Disability — — 261,341 — 261,341
Involuntary Termination without Cause or Resignation for Good Reason 1,350,000 21,134 261,341 — 1,632,475
Involuntary Termination without Cause or Resignation following a Change in Corporate Control 3,987,923 22,215 563,761 — 4,573,899
Timothy G. McHugh          
For Cause or Resignation without Good Reason — — — — —
Death or Disability — — 4,972,173 — 4,972,173
Involuntary Termination without Cause or Resignation for Good Reason 1,500,000 20,502 4,972,173 — 6,492,675
Involuntary Termination without Cause or Resignation following a Change in Corporate Control 3,720,222 30,753 5,927,247 — 9,678,222
Matthew G. McQueen          
For Cause or Resignation without Good Reason — — — — —
Death or Disability — — 1,778,699 — 1,778,699
Involuntary Termination without Cause or Resignation for Good Reason 1,100,000 21,134 1,778,699 — 2,899,833
Involuntary Termination without Cause or Resignation following a Change in Corporate Control 2,603,940 31,702 2,164,232 (44,986) 4,754,888
Ayesha Menon          
For Cause or Resignation without Good Reason — — — — —
Death or Disability — — 1,376,266 — 1,376,266
Involuntary Termination without Cause or Resignation for Good Reason 1,100,000 2,162 1,376,266 — 2,478,428
Involuntary Termination without Cause or Resignation following a Change in Corporate Control 2,479,061 3,243 2,065,745 — 4,548,049
(1)

Mr. DeRosa’s employment agreement does not expire until April 13, 2020. For purposes of this table, Welltower assumed that Mr. DeRosa’s employment was terminated as of December 31, 2018. Ms. Kerr’s employment agreement was in effect as of December 31, 2018, and the amounts in this table assume a termination as of such date. Welltower is no longer party to an employment agreement with Ms. Kerr and her employment may be terminated at any time by Welltower. Welltower does and did not have employment agreements with Mr. Mitra and Mr. McQueen, and Mr. Goodey’s employment may be terminated at any time by Mr. Goodey or Welltower.

(2)

Cash Severance

 

Under the employment agreement for Mr. DeRosa,Mitra, he would be entitled to: (a) on a qualifying change of control termination, a lump sum severance payment equal to the present value of a series of 36 monthly severance payments, calculated using a discount rate equal to the90-day treasury rate; or (b) on a termination without cause or for good reason, a series of 24 semi-monthly severance payments. The monthly payment used to calculate the lump sum is equal to 1/12 of the sum of his base salary plus the average of annual bonuses paid for the last three fiscal years and each semi-monthly payment is 1/24 of the sum of his base salary plus the target annual cash bonus opportunity. Under her employment agreement as in effect on December 31, 2018, Ms. Kerr would have been entitled to: (a) on a qualifying change of control termination, a lump sum severance payment equal to the present value of a series of 24 monthly severance payments, calculated using a discount rate equal to the90-day treasury rate; or (b) on a termination without cause or for good reason, a series of 12 semi-monthly severance payments. The monthly payment used to calculate the lump sum is equal to 1/12 of the sum of her base salary plus the average of annual bonuses paid for the last three fiscal years and each semi-monthly payment is 1/24 of the sum of her annual base salary and the average of annual cash bonuses paid for the last three fiscal years. For both executives, thisThis amount also includes the value of theirhis actual 20182021 annual bonus as eachMr. Mitra would be entitled to a pro rata annual bonus for the year of termination in the case of a termination without cause, a resignation for good reason, or a termination due to death or disability, and (b) the target amount of their 2018his 2021 annual bonus as eachMr. Mitra he would be entitled to a pro rata amount of theirhis target bonus for the year of termination in the case of a qualifying change of control termination.

Welltower does not have an employment agreement with Mr. Mitra orMcHugh, Mr. McQueen, and Mr. Goodey’s employment agreement does not provide cash severance benefits.Burkart or Ms. Menon. For Mr. Goodey,McHugh, Mr. MitraMcQueen, Mr. Burkart and Mr. McQueen,Ms. Menon, the amounts in this column represent a reasonable estimate based on (a) a lump sum severance payment, on a qualifying change of control termination, equal to the present value of a series of 24 monthly severance payments calculated using a discount rate equal to the90-day treasury rate or (b) a series of 12 semi-monthly severance payments, on a termination without cause or for good reason. For each of Mr. Goodey, Mr. Mitra and Mr. McQueen, the monthly payment used to calculate the lump sum is equal to 1/12 of the sum of his or her base salary plus the average of annual bonuses paid for the last three fiscal years and eachcalculated using a discount rate equal to the 90-day treasury rate or

WELLTOWER•2022 Proxy Statement     61

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(b) a series of 12 semi-monthly payment isseverance payments equal to 1/24 of the sum of his base salary plus the target annual cash bonus opportunity. The three-year average of annual bonuses paidbonus for the last three years.

severance calculation is based on Mr. Burkart’s 2021 annualized bonus.

58  |Notice of Annual Meeting of Shareholders and 2019 Proxy Statement

Executive Compensation  LOGO

 

The amounts for reflected in the table above for an Involuntary Termination without Cause or Resignation following a Change in Corporate Control represent the discounted present value of the monthly payments assuming a 2.45% annual discount rate (thethe 90-day treasury rate as of December 31, 2018,2021, the assumed date of termination) (except for Mr. DeRosa and Ms. Kerr’s cash severance upon an Involuntary Termination without Cause or Resignation for Good Reason). The amounts payable upon an involuntary termination or resignation for good reason following a change in control have also been reduced for each executive other than Mr. Goodey, as each such executive would have been subject to a cutback under either (a) the “bestafter-tax” provisions of their employment agreements as in effect on December 31, 2018 for Mr. De Rosa and Ms. Kerr, or (2) under Welltower’s anticipated severance practices for the other executives.

termination.

(3)(2)

Continued Benefits

Under the employment agreement for Mr. DeRosa,Mitra, he would be entitled to continued coverage at Welltower’s expense under any group health plan in which he participated at the time of involuntary termination without cause or voluntary termination by him for good reason (whether or not in connection with a change in control). for the period during which he elects to receive continuation coverage under Section 4980B of the Code at anafter-tax cost comparable to the cost that Mr. DeRosaMitra would have incurred for the same coverage had he remained employed during such period. The monthly cost of such benefits is estimated using the current monthly costs.

For purposes of the calculations, we have assumed that Mr. DeRosaMitra will elect to receive continuation coverage for 18 months.

 

Under her employment agreement as in effect on December 31, 2018, Ms. Kerr would have been entitled to: (a) up to six months of continued coverage on an involuntary termination without cause or resignation for good reason and (b) coverage through the January 31, 2019 expiration of her employment agreement upon a qualifying change of control termination. Welltower does and did not have an employment agreement with Mr. McHugh, Mr. Mitra or Mr. McQueen, and Mr. Goodey’s employment agreement does not provide for continued benefits.McQueen. For each of Mr. Goodey,McHugh, Mr. Mitra and Mr. McQueen, the amounts in this column represent a reasonable estimate based on continued coverage at Welltower’s expense under any group health plan in which he participated at the time of involuntary termination without cause or voluntary termination by him for good reason (whether or notfor twelve months (eighteen months when in connection with a change inof control) for six months at anafter-tax cost comparable to the cost that he would have incurred for the same coverage had he remained employed during such period.. The monthly cost of such benefits is estimated using the current monthly costs.

(4)(3)

Accelerated Vesting of Unvested Equity Compensation

Under the employment agreement for Mr. DeRosa and the employment agreement with Ms. Kerr that was in effect as of December 31, 2018, upon involuntary termination without cause or voluntary termination for good reason by Mr. DeRosa or Ms. Kerr, all unvested time-based restricted stock would become fully vested, except for the time-based awards granted under the 2018-2020 LTIP. The numbers in this column represent the full value of unvested restricted stock and restricted stock unit awards as of December 31, 2018 (the assumed termination date) where vesting would be accelerated upon termination under these scenarios. Mr. Goodey, Mr. Mitra and Mr. McQueen’s restricted stock and restricted stock unit awards with time-based vesting granted under Welltower’s incentive plans, except for the time-based awards granted under the 2018-2020 LTIP, would become vested in the event they were terminated without cause within 12 months following a change in corporate control or upon their retirement. Each executive’s time-based restricted stock and restricted stock unit awards would become vested in the case of death or disability, except for the time-based awards granted under the 2018-2020 LTIP.

For performance awards granted under the 2016-20182019-2021 LTIP, in the event that Mr. DeRosa or Ms. Kerrthe executive terminates his or her employment for good reason, is terminated without cause, uponthe non-renewal of his or her employment agreement by Welltower or upon his or her death, disability or retirement, the Compensation Committee will determine corporate performance relative to the performance targets as of the end of the calendar quarter immediately preceding the termination and such executive would receive a pro rata portion of the performance awards based on the number of complete months that he or she was an employee of Welltower during the performance period. As of December 31, 2018,2021, the performance period had been completed, so if such a termination occurred on December 31, 20182021 and the Compensation Committee determined that an award was earned, Mr. DeRosa and Ms. Kerrthe executive would receive all100% of the earned award. In the event of a change in corporate control, the Compensation Committee will evaluate corporate performance relative to the performance targets as of the day prior to the change in corporate control to determine any award earned by each executive at the time of the change in corporate control. The calculations included in this table for the performance awards are based on targetactual achievement of the performance metrics during the completed portion of the performance period. Note that these amounts are different thanfrom Welltower’s compensation expense for granting these awards and no portion of the awards will be deemed earned until after the Compensation Committee makes such a determination (either after completion of the performance period or in connection with an executive’s termination or a change in corporate control).

 

For performance awards granted under the 2017-2018 transition plan,2020-2022 LTIP, in the event that Mr. Goodey, Ms. Kerr, Mr. Mitra or Mr. McQueenthe executive terminates his or her employment for good reason, is terminated without cause, upon thenon-renewal of her employment agreement by Welltower (only with respect to Ms. Kerr) or upon his or her death, disability or retirement, the Compensation Committee will determine corporate performance relative to the performance targets as of the end of the calendar quarter immediately preceding the termination and such executive would receive a pro rata portion of the performance awards based on the number of complete months that he or she was an employee of Welltower during the performance period. As of December 31, 2018,2021, two-thirds of the performance period had been completed, so if such a termination occurred on December 31, 20182021 and the Compensation Committee determined that an award was earned, the executivesexecutive would receive alltwo-thirds of the earned award.prorated award earned. In the event of a change in corporate control, the Compensation Committee will evaluate corporate performance relative to the performance targets as of the day prior to the change in corporate control to determine any award earned by each executive at the time of the change in corporate control. The calculations included in this table for the performance awards are based on targetactual achievement of the performance metrics during the completed portion of the performance period. Note that these amounts are different thanfrom Welltower’s compensation expense for granting these awards and no portion of the awards will be deemed earned until after the Compensation Committee makes such a determination (either after completion of the performance period or in connection with an executive’s termination or a change in corporate control).

 

For performance awards granted under the 2017-20192021-2023 LTIP, in the event the executive terminates his or her employment for good reason, is terminated without cause, upon thenon-renewal of his or her employment agreement by Welltower (only with respect to Mr. DeRosa and Ms. Kerr) or upon his or her death, disability or retirement, the Compensation Committee will determine corporate performance relative to the performance targets as of the end of the calendar quarter immediately preceding the termination and such executive would receive a pro rata portion of the performance awards based on the number of dayscomplete months that he or she was an employee of Welltower during the performance period. As of December 31, 2018,two-thirds2021, one-third of the performance period had been completed, so if such a termination occurred on December 31, 20182021 and the Compensation Committee determined that an award was earned, the executive would receivetwo-thirds one-third of the earned award.prorated award earned. In the event of a change in corporate control, the Compensation Committee will evaluate corporate performance relative to the performance targets as of the day prior to the change in corporate control to determine any award earned by each executive at the time of the change in corporate control. The calculations included in this table for the performance awards are based on targetactual achievement of the performance metrics during the completed portion of the performance period. Note that these amounts are different thanfrom Welltower’s compensation expense for granting these awards and no portion of the awards will be deemed earned until after the Compensation Committee makes such a determination (either after completion of the performance period or in connection with an executive’s termination or a change in corporate control).

Notice of Annual Meeting of Shareholders and 2019 Proxy Statement   |

  59     

LOGOExecutive Compensation

 

For performancetime-based awards granted under the 2018-2020 LTIP,annual LTIPs, in the event the executive terminates his or her employment for good reason, is terminated without cause, upon thenon-renewal of his or her employment agreement by Welltower (only with respect to Mr. DeRosa and Mr. Kerr) or upon his or her death, disability or retirement, the Compensation Committee will determine corporate performance relative to the performance targets as of the end of the calendar quarter immediately preceding the termination and such executive would receive a pro rataunvested portion of the performancetime-based awards based on the number of days that he or she was an employee of Welltower during the performance period. As of December 31, 2018,one-third of the performance period had been completed, so if such a termination occurred on December 31, 2018 and the Compensation Committee determined that an award was earned,granted to the executive would receiveone-third of the earned award. In the event of a change in corporate control, the Compensation Committee will evaluate corporate performance relative to the performance targets as of the day prior to the change in corporate control to determine any award earned by each executive at the time of the change in corporate control. The calculations included in this table for the performance awards are based on target achievement of the performance metrics during the completed portion of the performance period. Note that these amounts are different than Welltower’s compensation expense for granting these awardsautomatically terminate, be forfeited and no portion of the awards will be deemed earned until after the Compensation Committee makes such a determination (either after completion of the performance period or in connection with an executive’s termination or a change in corporate control).

null and void.

 

For time-based awards granted under the 2018-2020 LTIP,annual LTIPs, in the event the executive terminates his or her employment for good reason, is terminated without cause upon thenon-renewal of his or her employment agreement by Welltower (only with respect to Mr. DeRosa and Ms. Kerr) or upon his or her death, disability or retirement, the unvested portion of the time-based awards granted to the executive under the 2018-2020 LTIPLTIPs will automatically terminate, be forfeited and be null and void. Under Mr. Mitra’s employment agreement, notwithstanding any language to the contrary in the long-term incentive plan, and any other plans, or the applicable award agreement, all time-based awards fully vest in the event of his resignation for good reason or termination without cause. In the event of a change in corporate control, the time restrictions applicable to the time-based awards granted to the executive under the 2018-2020 LTIPLTIPs would lapse and such award would fully vest if (a) either the successor company does not assume, convert, continue or otherwise replace such other awards on proportionate and equitable terms or (b) the executive is terminated without cause within 12 months following the change in corporate control.

In addition, under his employment agreement, Mr. Mitra is entitled to full vesting of his time-based awards granted under the LTIPs if his employment is terminated without cause or he resigns for good reason within 24 months following the change in corporate control.

 

For the 2021 Special Stock Options, in the event the executive terminates his or her employment for good reason, is terminated without cause, or upon his or her death, disability or retirement, any unvested stock options will automatically terminate, be forfeited and be null and void. In the event of a change in corporate control, any stock options outstanding as of the date of the change in corporate control, shall immediately vest and become fully exercisable if (a) either the successor company does not assume, convert, continue or otherwise replace such other awards on proportionate and equitable terms (b) the executive is terminated without cause within 12 months following the change in corporate control.

The assumed share price upon each termination scenario is $69.41,$85.77, which was the closing price of Welltower’s common stock as of December 31, 2021. The assumed per share value of the stock options is (a) $85.77, the closing price as of December 31, 2018.

2021, less (b) the exercise price per share of such stock option.
(4)
60  |NoticeRepresents the amount by which any amounts payable upon an involuntary termination or resignation for good reason following a change in control would be reduced for each executive subject to a cutback under either (a) the “best after-tax” provisions of Annual Meeting of Shareholders and 2019 Proxy Statement

Executive Compensation  LOGOtheir employment agreements as in effect on December 31, 2021 for Mr. Mitra, or (b) under Welltower’s anticipated severance practices for the other executives.

 

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Risk Management and CompensationRISK MANAGEMENT AND COMPENSATION

As described above in “Executive Compensation—the Compensation Discussion and Analysis,” Welltower’s compensation programs are designed, among other things, to encourage long-term shareholder value creation rather than to maximize short-term shareholder value maximization.value. Performance is evaluated based on quantitative and qualitative factors and there is a review of not only “what” is achieved, but also “how” it is achieved. Consistent with this long-term focus, theour compensation policies and practices for the NEOs and other employees do not encourage excessive risk-taking and are not likely to have a material adverse effect on Welltower. In fact, many elements of the executive compensation program serve to mitigate excessive risk-taking.

 

•

Balanced pay mix. AWe provide a balanced mix of base salary, annual cash incentives and long-term equity compensation is provided.compensation. Incentives tied to annual performance are balanced with incentives tied to multi-year performance, as measured by total shareholder return on an absolute basis and relative to two indices in the long-term incentive programs.indices. In this way, the executive officers are motivated to consider the impact of decisions over the short, intermediate and long terms.

•

Balanced performance measurements.The performance measures used in the annual and long-term incentive programs were chosen to provide appropriate safeguards against maximization of a single performance goal at the expense of the overall health of Welltower’s business. The incentive programs are not completely quantitative. Various individual and qualitative objectives are incorporated, and the Compensation Committee has the discretion to adjust earned bonuses based on the “quality” of the results as well as individual performance and behaviors.

•

Incentive payments are capped.The annual and long-term incentive programs do not have unlimited upside potential.

•

Long-term incentive grants.Restricted shares and restricted stock units, which are well-aligned with shareholders because they have both upside potential and downside risk, make up 100% of the total value of the long-term incentive compensation program.

•

Clawback policy. As discussed in “Executive Compensation—Compensation Discussion and Analysis—Clawback Policy,” the Covered OfficersOur executives are subject to a clawback policy, which allows Welltowerus to recover incentive compensation received by a or awarded to Covered Officerexecutives in the event that (1) Welltower is required to prepare a financial restatement due to Welltower’s materialnon-compliance with any financial reporting requirement and theof certain events, including acts of misconduct of such Covered Officer contributed (either directly or indirectly) to thenon-compliance that resulted in the obligation to restate Welltower’s financial statements or (2) an action or omission by such Covered Officer (a) constitutes a material violation of Welltower’s Code of Business Conduct & Ethics or other Welltower policy or (b) results in material financial or reputational harm to Welltower.

our executives.

•

Stock ownership requirements. As discussed in “Executive Compensation—Compensation Discussion and Analysis—Ownership Guidelines” theThe executive officers are subject to stock ownership guidelines based on a multiple of base salary. These stock ownership guidelines alignsalary, which aligns the interests of management with the interests of long-term shareholder interests.

shareholders.

To confirm the effectiveness of its approach to compensation, from time to time Welltower reviews the potential risks associated with the structure and design of its various compensation plans and programs for all employees. In conducting this assessment, Welltower inventories its material plans and programs, with particular emphasis on incentive compensation plans. Our most recent review indicated that Welltower’s compensation plans are responsible and do not encourage undue risk-taking.

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Security Ownership of Directors and Management and Certain Beneficial Owners

BENEFICIAL OWNERSHIP OF MORE THAN 5%

Based upon filings made with the SEC in January and February 2022 (with respect to holdings as of December 31, 2021), the only shareholders known to Welltower to be the beneficial owners of more than 5% of Welltower’s common stock are as follows:

Beneficial Owner Common Stock
Beneficially
Owned		  Percent of
Outstanding
Common
Stock(5)
The Vanguard Group, Inc.
100 Vanguard Blvd.
Malvern, PA 19355		 68,821,686(1)  16%
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055		 47,651,136(2)  11%
Cohen & Steers, Inc.
280 Park Avenue
10th Floor
New York, NY 10017		 34,743,873(3)  8%
State Street Corporation
State Street Financial Center
One Lincoln Street
Boston, MA 02111		 27,631,929(4)  6%

 

(1)In the aggregate, The Vanguard Group, Inc., Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd. shared voting power over 1,110,794 shares, sole dispositive power over 66,645,222 shares, and shared dispositive power over 2,176,464 shares.
(2)In the aggregate, BlackRock, Inc. and its affiliates have sole voting power over 41,344,668 shares and sole dispositive power over 47,651,136 shares.

Notice of Annual Meeting of Shareholders(3)

Includes 34,121,563 shares beneficially owned by Cohen & Steers Capital management, Inc., 573,370 shares beneficially owned by Cohen & Steers UK Limited, 33,055 shares beneficially owned by Cohen & Steers Asia Ltd., and 2019 Proxy Statement   |

  61     

15,885 shares beneficially owned by Cohen & Steers Ireland Ltd. Cohen & Steers, Inc. holds a 100% interest in each such entity. Cohen & Steers, Inc. has sole voting power over 23,693,674 shares and sole dispositive power over 34,743,873 shares; Cohen & Steers Capital management, Inc. has sole voting power over 23,570,015 shares and sole dispositive power over 34,121,563 shares; Cohen & Steers UK Limited has sole voting power over 74,719 shares and sole dispositive power over 573,370 shares; Cohen & Steers Asia Limited has sole voting power over 33,055 shares and sole dispositive power over 33,055 shares; Cohen & Steers Ireland Limited has sole voting power over 15,885 shares and sole dispositive power over 15,885 shares. The principal address for Cohen & Steers UK Limited is 50 Pall Mall, 7th Floor, London, United Kingdom, SW1Y 5JH. The principal address for Cohen & Steers Asia Limited is 1201-02 Champion Tower, Three Garden Road, Central, Hong Kong. The principal address for Cohen & Steers Ireland Limited is 77 Sir John Rogerson’s Quay, Block C, Grand Canal Docklands, Dublin 2, D02 VK60.
LOGO(4)In the aggregate, State Street Corporation and its affiliates have shared voting power over 22,489,810 shares and shared dispositive power over 27,618,866 shares.
(5)Executive CompensationThe percentages set forth in the table reflect percentage ownership as of February 28, 2022. The actual filings of these beneficial owners provide percentage ownership as of December 31, 2021.

 

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BENEFICIAL OWNERSHIP OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS

The table below sets forth, as of February 28, 2022, unless otherwise specified, certain information with respect to the beneficial ownership of Welltower’s shares of common stock by each director and director nominee of Welltower, each Named Executive Officer, and the directors and executive officers of Welltower as a group. Unless noted below, each person has sole voting and investment power regarding Welltower’s shares. Also, unless noted below, the beneficial ownership of each person represents less than 1% of the outstanding shares of common stock of Welltower.

Name of Beneficial Owner Shares Held
of Record		 Total Shares
Beneficially
Owned(1)		 
Kenneth J. Bacon 14,329 14,329 
John F. Burkart 2,971 2,971 
Karen B. DeSalvo 6,733 6,733 
Jeffrey H. Donahue 48,320 48,420 
Philip L. Hawkins 7,034 7,034 
Dennis G. Lopez 1,407 1,407 
Timothy G. McHugh 42,769 42,795(2) 
Matthew G. McQueen 35,420 35,420 
Ayesha Menon 14,218 14,218 
Shankh Mitra 99,858 99,920(3) 
Ade J. Patton 1,407 1,407 
Diana W. Reid 3,939 3,939 
Sergio D. Rivera 17,287 17,287 
Johnese M. Spisso 6,733 6,733 
Kathryn M. Sullivan 6,550 6,550 
All directors and executive officers as a group (16 persons) 320,138 320,326(4) 

(1)Does not include unvested restricted stock units or deferred stock units granted to the executive officers or directors that are not scheduled to vest and be settled within 60 days of February 28, 2022.
(2)Mr. McHugh’s total shares beneficially owned include 26 shares owned by his child.
(3)Mr. Mitra’s total shares beneficially owned include 62 shares owned by his children.
(4)Total beneficial ownership represents .002% of the outstanding shares of common stock of Welltower as of February 28, 2022.

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REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS

The Board has adopted a written policy for approval of transactions between Welltower and its directors, director nominees, executive officers, greater than 5% beneficial owners of Welltower’s common stock, and each of their respective immediate family members. The policy covers any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which (1) the aggregate amount involved since the beginning of Welltower’s last completed fiscal year is or is expected to exceed $100,000, (2) Welltower or any of its subsidiaries is a participant, and (3) any related person has or will have a direct or indirect interest.

The policy provides that the Nominating/Corporate Governance Committee reviews transactions subject to the policy and determines whether to approve those transactions. In addition, the Nominating/Corporate Governance Committee has delegated authority to the Chair of the Nominating/Corporate Governance Committee to pre-approve transactions under certain circumstances. In reviewing transactions subject to the policy, the Nominating/Corporate Governance Committee or the Chair of the Nominating/Corporate Governance Committee, as applicable, considers, among other factors deemed appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. The Nominating/Corporate Governance Committee has considered and adopted the following standing pre-approvals under the policy for transactions with related persons:

•Employment as an executive officer of Welltower, if: (1) the related compensation is required to be reported in Welltower’s proxy statement or (2) the executive officer is not an immediate family member of another executive officer or director of Welltower, the related compensation would be reported in Welltower’s proxy statement if the executive officer was a “named executive officer,” and the Compensation Committee approved (or recommended that the Board approve) such compensation;
•Any compensation paid to a director if the compensation is required to be reported in Welltower’s proxy statement;
•Any transaction with another company with which a related person’s only relationship is as an employee (other than an executive officer), if the aggregate amount involved does not exceed the greater of $1 million or 2% of that company’s total annual revenues;
•Any charitable contribution, grant or endowment by Welltower or the Welltower Charitable Foundation to a charitable organization, foundation or university with which a related person’s only relationship is as an employee (other than an executive officer) or a director, if the aggregate amount involved does not exceed the lesser of $1 million or 2% of the charitable organization’s total annual receipts;
•Any transaction where the related person’s interest arises solely from the ownership of Welltower’s common stock and all holders of Welltower’s common stock received the same benefit on a pro rata basis (e.g., dividends); and
•Any transaction with another publicly-traded company where the related person’s interest arises solely from beneficial ownership of more than 5% of Welltower’s common stock and ownership of a non-controlling interest in the other publicly-traded company.

There were no related person transactions identified for 2021.

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General Information

Annual Meeting of Shareholders of Welltower Inc.

Monday, May [●], 2022

10:00 a.m. Eastern Time

www.virtualshareholdermeeting.com/WELL2022

Where are Welltower’s principal executive offices located and what is Welltower’s main telephone number?

Welltower’s principal executive offices are located at 4500 Dorr Street, Toledo, Ohio 43615. Welltower’s telephone number is (419) 247-2800.

Notice of Internet Availability of Proxy Materials

Welltower is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to shareholders. The Notice contains instructions on how to access Welltower’s proxy materials and how to vote online or by telephone. If you would like to receive a paper copy of the proxy materials, please follow the instructions in the Notice. By making these proxy materials available to shareholders primarily via the Internet, Welltower reduces the printing and delivery costs and the environmental impact of its Annual Meeting. The approximate date on which these materials will be first made available or sent to shareholders is April [●], 2022.

Why am I receiving these materials?

The Board of Directors of Welltower has made these materials available to you or has delivered printed copies to you by mail in connection with the solicitation of proxies on its behalf to be used in voting at the Annual Meeting of Shareholders.

What is included in these materials?

These materials include this proxy statement for the Annual Meeting and Welltower’s Annual Report for the year ended December 31, 2021.

If you received printed copies by mail, these materials also include the proxy card for the Annual Meeting. A copy of Welltower’s Annual Report on Form 10-K for the year ended December 31, 2021, including the financial statements and the schedules thereto, as filed with the SEC, is available on Welltower’s website at www.welltower.com or may be obtained without charge by sending a request in writing to Welltower’s Executive Vice President - General Counsel & Corporate Secretary at the address shown above.

What proposals will be voted on at the Annual Meeting and how does the Board recommend I vote?

The following proposals will be voted on at the Annual Meeting:

ProposalBoard’s
Recommendation
Elect ten director nomineesFOR each nominee
Amend the Certificate of Incorporation of Welltower OP Inc. to remove the provision requiring
Welltower Inc. shareholders to approve amendments to the Welltower OP Inc. Certificate of
Incorporation and other extraordinary transactions involving Welltower OP Inc.		FOR
Ratify the appointment of Ernst & Young LLP as Welltower’s independent registered public
accounting firm for the year ending December 31, 2022		FOR
Approve, on an advisory basis, the compensation of our named executive officersFOR

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Who may vote at the Annual Meeting?

Shareholders of record at the close of business on April 4, 2022, are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof. As of April 4, 2022, Welltower had outstanding [●] shares of common stock. The common stock constitutes the only class of voting securities of Welltower entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote on all matters to come before the Annual Meeting.

What is the vote required to approve each of the proposals discussed in this Proxy Statement?

The chart below summarizes the voting requirements for the proposals at the Annual Meeting:

ProposalsRequired approval
1.The election of director nomineesMajority of votes cast
2.The amendment of the Certificate of Incorporation of Welltower OP Inc. to remove the provision requiring Welltower Inc. shareholders to approve amendments to the Welltower OP Inc. Certificate of Incorporation and other extraordinary transactions involving Welltower OP Inc.Majority of shares outstanding entitled to vote thereon
3.The ratification of the appointment of Welltower’s independent registered public accounting firm for the year ending December 31, 2022Majority of shares present and entitled to vote
4.The approval, on an advisory basis, of the compensation
of our named executive officers		Majority of shares present and entitled to vote

If I am a shareholder of record, how can I vote in advance of the virtual Annual Meeting?

A shareholder of record can vote in one of three ways before the Annual Meeting:

Via the Internet: You may vote by proxy via the Internet by following the instructions provided in the Notice or on your proxy card.

By telephone: You may vote by proxy by calling the telephone number provided in the Notice or on your proxy card.

By mail: If you receive printed copies of the proxy materials by mail, you may vote by proxy by marking, signing, dating and returning your proxy card in the envelope provided.

All shares that have been properly voted by proxy and not revoked will be voted at the Annual Meeting in accordance with the instructions contained in the proxy. Shares represented by proxy cards that are signed and returned without any voting instructions will be voted consistent with the Board’s recommendations.

What constitutes a quorum at the Annual Meeting?

The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the total number of shares of voting securities outstanding on the Record Date shall constitute a quorum for the transaction of business by such holders at the Annual Meeting.

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If I am a shareholder of record, how can I participate in and vote during the virtual Annual Meeting?

You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on April 4, 2022, or hold a valid proxy for the meeting. If you are a registered holder, you can attend and participate in the virtual Annual Meeting, including to vote, ask questions and to view the list of registered shareholders as of the Record Date, by accessing the Annual Meeting website at www.virtualshareholdermeeting.com/WELL2022. You will need the 16-digit control number found on your Notice, proxy card or voting instruction form. To submit questions in advance of the Annual Meeting, visit www.proxyvote.com before 11:59 p.m. Eastern Time on May 22, 2022, and enter your 16-digit control number. If you are a beneficial holder (meaning you hold your shares in “street name” through a bank, broker, or other intermediary) and your voting instruction form or Notice indicates that you may vote those shares through the http://www.proxyvote.com website, then you may access and participate in the Annual Meeting, vote your shares electronically, and submit questions using the 16-digit control number indicated on that instruction form or Notice. The meeting webcast will begin promptly at 10:00 a.m. Eastern Time. Online check-in will begin approximately 30 minutes before then. We encourage you to allow ample time for check-in procedures. We have provided a toll-free technical support “help line” for any shareholder who is having challenges logging into or participating in the Annual Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support line number that will be posted on the Annual Meeting login page.

We will also post a recording of the meeting on our investor relations website, which will be available for replay following the meeting for 365 days.

Once I have submitted my proxy, is it possible for me to change or revoke my proxy?

Any shareholder giving a proxy has the right to revoke it any time before it is voted by: (1) submitting a written revocation with the Executive Vice President - General Counsel & Corporate Secretary; (2) submitting a duly executed proxy bearing a later date; or (3) attending and voting online at the virtual Annual Meeting. Attendance at the virtual Annual Meeting will not in and of itself revoke a proxy. A written revocation will not be effective until it has been received by the Executive Vice President - General Counsel & Corporate Secretary.

Who is paying for the cost of this proxy solicitation?

Welltower is paying the costs of the solicitation of proxies. Proxies may be solicited by directors and officers of Welltower by mail, in writing, by telephone, electronically, by personal interview, or by other means of communication. Welltower will reimburse directors and officers for their reasonable out-of-pocket expenses in connection with such solicitation. Welltower will request brokers and nominees who hold shares in their names to furnish these proxy materials to the persons for whom they hold shares and will reimburse such brokers and nominees for their reasonable out-of-pocket expenses in connection therewith. Welltower has hired Morrow Sodali, LLC to solicit proxies for a fee not to exceed $15,000, plus expenses and other customary charges.

How will votes be tabulated at the Annual Meeting?

All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as inspector of election. Matthew McQueen, Executive Vice President - General Counsel & Corporate Secretary, and Timothy McHugh, Executive Vice President - Chief Financial Officer, have been appointed to serve as alternate inspectors of election in the event Broadridge is unable to serve.

How are abstentions and broker non-votes treated?

Abstentions will be counted as present or represented for purposes of determining the presence or absence of a quorum for the Annual Meeting. In the election of the director nominees (Proposal 1), you may vote “for,” “against” or “abstain” with respect to each of the nominees. The abstention or broker non-vote (as described below) will not impact the election of directors. In tabulating the voting results for the election of directors, only “for” and “against”

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votes are counted. For the amendment to the Certificate of Incorporation of Welltower OP Inc. to remove the provision requiring Welltower Inc. shareholders to approve amendments to the Welltower OP Inc. Certificate of Incorporation and other extraordinary transactions involving Welltower OP Inc. (Proposal 2), the ratification of the appointment of EY as independent registered public accounting firm for the year ending December 31, 2022 (Proposal 3), and the advisory vote to approve the compensation of our Named Executive Officers (Proposal 4), you may vote “for,” “against” or “abstain.” If you elect to abstain, the abstention will have the same effect as an “against” vote.

If you are a street name shareowner and you do not provide your bank, broker or other nominee with voting instructions, your shares cannot be voted with respect to Proposals 1, 2, and 4. A “broker non-vote” occurs when a broker or other nominee holding shares for a beneficial owner does not vote on a proposal that is considered “non-routine” under NYSE rules because the broker does not have discretionary voting power for such proposal and has not received instructions from the beneficial owner. Broker non-votes will be counted as present or represented for purposes of determining the presence or absence of a quorum for the Annual Meeting, but will not be counted for purposes of determining the number of shares present and entitled to vote with respect to any “non-routine” proposal for which the broker lacks discretionary authority. A broker has discretionary voting authority under NYSE rules to vote on “routine” proposals. Proposals 1, 2, and 4 are “non-routine” proposals, and Proposal 3 is a “routine” proposal. Please return your proxy card so your vote can be counted for all matters.

Broker non-votes will be counted as present for purposes of determining whether we have a quorum for the Annual Meeting, but will not be counted for purposes of determining the number of shares present and entitled to vote with respect to Proposals 1 and 4. Because Proposal 2 requires the affirmative vote of a majority of the shares outstanding entitled to vote thereon, a broker non-vote will have the same effect as an “against” vote.

Are shareholders entitled to exercise appraisal rights in connection with any matter identified in this proxy statement to be acted upon at the Annual Meeting?

Shareholders will not have rights of appraisal or similar dissenters’ rights with respect to any of the matters identified in this proxy statement to be acted upon at the Annual Meeting.

I share an address with another shareholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

Welltower has adopted an SEC-approved procedure called “householding.” Under this procedure, Welltower or a bank or broker, if applicable, delivers a single copy of the Notice and, if applicable, this Proxy Statement and the Annual Report to multiple shareholders who share the same address unless Welltower receives contrary instructions from any shareholder at that address. This procedure is designed to reduce printing and mailing costs and the environmental impact of the Annual Meeting.

Shareholders residing at the same address who wish to receive separate copies of the Notice and, if applicable, this Proxy Statement and the Annual Report in the future, and shareholders who are receiving multiple copies of these materials now and wish to receive just one set of materials in the future, should notify Welltower or, if applicable, their bank or broker. You can also request and Welltower will promptly deliver a separate copy of the Notice by contacting Welltower’s Executive Vice President - General Counsel & Corporate Secretary at the address or phone number shown above. These materials are also available on the Internet at www.welltower.com/proxy.

What is the deadline to submit shareholder proposals or nominate a director for the 2023 Annual Meeting of Shareholders?

Any shareholder proposals intended for inclusion in Welltower’s proxy materials for the 2023 Annual Meeting of Shareholders must be submitted to Executive Vice President - General Counsel & Corporate Secretary, in writing no later than December 9, 2022. Such proposals also must comply with SEC regulations under Rule 14a-8 regarding the inclusion of shareholder proposals in company-sponsored proxy materials. In addition, under Welltower’s By-Laws, in order for a shareholder to present a proposal for consideration at the 2023 Annual Meeting of Shareholders other than by means of inclusion in Welltower’s proxy materials for such meeting, or to propose a person for appointment as a director, the shareholder must provide a written notice to the Executive Vice President - General Counsel &

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Corporate Secretary between January 23, 2023, and February 22, 2023. If a shareholder does not meet this deadline, the officer presiding at the meeting may declare that the proposal will be disregarded because it was not properly brought before the meeting and the individuals named in the proxies solicited by the Board for the meeting may use their discretionary voting authority to vote “against” the proposal.

Welltower’s By-Laws permit a shareholder, or a group of up to 20 shareholders, owning at least 3% of Welltower’s outstanding shares of capital stock for at least three continuous years to nominate and include in Welltower’s proxy materials director nominees up to the greater of two individuals or 20% of the Board, provided that the shareholder(s) and the nominee(s) satisfy the procedural and eligibility requirements specified in the By-Laws. Notice of director nominations submitted under these proxy access By-Law provisions for consideration at the 2023 Annual Meeting of Shareholders must be delivered to the Executive Vice President - General Counsel & Corporate Secretary between November 9, 2022, and December 9, 2022.

In addition to satisfying the deadlines in the advance notice provisions of our bylaws, a shareholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the notice required under Rule 14a-19 to the Executive Vice President - General Counsel & Corporate Secretary no later than March 24, 2023.

Pay RatioPAY RATIO

In this section, Welltower iswe are providing a comparison of the annual total compensation of Welltower’s median compensated employee to the annual total compensation of Mr. DeRosa, theour Chief Executive Officer, pursuant to the requirements of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of RegulationS-K.

The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

The pay ratio reported below is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described below. To identify Welltower’s median compensated employee, as well as to determine the annual total compensation of Welltower’s median employee and the Chief Executive Officer, Welltowerwe took the following steps:

 

Welltower considered all employees employed as of December 31, 2018. This population consisted of full-time and part-time employees located in the United States, the United Kingdom, Canada and Luxembourg.

•We considered all employees employed as of December 31, 2021. This population consisted of full-time and part-time employees located in the United States, the United Kingdom, Canada and Luxembourg.
•To identify the median employee from Welltower’s employee population, we generated a list of all employees and calculated the amount of base salary determined as of December 31, 2021, wages, overtime and cash bonus amounts earned for performance in fiscal 2021 and the aggregate grant date fair value of equity awards granted in fiscal 2021. We used a GBP/ USD rate of 1.35358 for employees in the United Kingdom, a CAD/USD rate of 0.79016 for employees in Canada and a EUR/USD rate of 1.37651 for employees in Luxembourg, each of which reflected the applicable exchange rate on December 31, 2021.
•Once we identified the median employee, we calculated all elements of such employee’s compensation for 2021 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $100,206.
•With respect to the annual total compensation for the Chief Executive Officer, we used the amount reported in the “Total Compensation” column of the Summary Compensation Table for 2021, $12,753,710.

 

To identify the median employee from Welltower’s employee population, Welltower generated a list of all employees and calculated the amount of base salary determined as of December 31, 2018, wages, overtime and cash bonus amounts earned for performance in fiscal 2018 and the aggregate grant date fair value of equity awards granted in fiscal 2018. Welltower used a GBP/USD rate of 1.2760 for employees in the United Kingdom, a CAD/USD rate of 0.7329 for employees in Canada and a EUR/USD rate of 1.1455 for employees in Luxembourg, each of which reflected the applicable exchange rate on December 31, 2018.

Once Welltower identified the median employee, Welltower calculated all elements of such employee’s compensation for 2018 in accordance with the requirements of Item 402(c)(2)(x) of RegulationS-K, resulting in annual total compensation of $91,803.

With respect to the annual total compensation of the Chief Executive Officer, Welltower used the amount reported in the “Total Compensation” column of the Summary Compensation Table for 2018, $12,884,453.

Based on this information, for 20182021 the ratio of the annual total compensation of Mr. DeRosaMitra to the annual total compensation of Welltower’s median employee was 140127 to 1.

 

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Equity Compensation Plan Information  LOGO

Equity Compensation Plan InformationEQUITY COMPENSATION PLAN INFORMATION

The following table sets forth certain information, as of December 31, 2018,2021, concerning shares of common stock authorized for issuance under all of Welltower’s equity compensation plans:

 

  

(a)

Number of Securities to

be Issued Upon Exercise

of Outstanding Options

and Rights

 

 

 

 

 

  

(b)

Weighted Average

Exercise Price of

Outstanding

Options and Rights

 

 

 

 

 

  

(c)

Number of Securities

Remaining Available

for Future Issuance Under

Equity Compensation Plans

(Excluding Securities

Reflected in Column (a))

 

 

 

 

 

 

 

 (a) Number
of Securities
to be Issued
Upon Exercise
of Outstanding
Options and
Rights		 (b) Weighted
Average
Exercise Price
of Outstanding
Options and
Rights		 (c) Number
of Securities
Remaining
Available
for Future
Issuance
Under Equity
Compensation
Plans
(Excluding
Securities
Reflected in
Column (a))

Equity compensation plans approved by shareholders

 

 

 

 

 

                    629,100

 

 

(1) 

 

 		 

 

$

 

 

                        51.63

 

 

(2) 

 

 		 

 

 

 

 

                12,069,575

 

 

(3) 

 

 		 1,756,949(1)     $79.01(2) 7,768,204(3)
 

 

  

 

  

 

 

Equity compensation plans not approved by shareholders

 

 

 

 

 

None

 

 

 

 

 

 

 

 

 

N/A

 

 

 

 

 

 

 

 

 

None

 

 

 

 

 None  N/A None

Totals

 

 

 

 

 

629,100

 

 

 

 

 

 

$

 

 

51.63

 

 

 

 

 

 

 

 

 

12,069,575

 

 

(3) 

 

 		 1,756,949 $79.01 7,768,204(3)
 

 

  

 

  

 

 

 

(1)

This number reflects the options, restricted stock units and deferred stock units granted under the 2005 Long-Term Incentive Plan and the 2016 Long-Term Incentive Plan. See the footnotes to the “2018“2021 Outstanding Equity Awards at FiscalYear-End Table”, “2018 Nonqualified Deferred Compensation Table” and “2018“2021 Director Compensation Table” for additional information regarding the options, restricted stock units and deferred stock units.

(2)

This price does not include restricted stock units or deferred stock units granted under the 2005 Long-Term Incentive Plan or the 2016 Long-Term Incentive Plan.

(3)

This number reflects the sum of (a) 10,000,000 shares of common stock reserved for future issuance under the 2016 Long-Term Incentive Plan, as reduced by awards issued under the 2016 Long-Term Incentive Plan, and as increased by shares granted under the 2005 Long-Term Incentive Plan or the 2016 Long-Term Incentive Plan that were forfeited, cancelled, surrendered or terminated unexercised and are now available for future issuance under the 2016 Long-Term Incentive Plan, and (b) 1,000,000 shares of common stock reserved for issuance under the Employee Stock Purchase Plan, as reduced by shares issued under such plan.

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LOGOOther Matters

 

Other MattersOTHER MATTERS

Management is not aware of any matters to be presented for action at the Annual Meeting other than the matters set forth above. If any other matters do properly come before the meeting or any adjournment thereof, it is intended that the personsindividuals named in the proxy will vote in accordance with their judgment on such matters.

BY ORDER OF THE BOARD OF DIRECTORS

 

LOGO 

Matthew G. McQueen

SeniorExecutive Vice President - General Counsel

& Corporate Secretary

64  |Notice of Annual Meeting of Shareholders and 2019 Proxy Statement

AppendixA—Non-GAAP Financial Measures  LOGO

 

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AppendixA— A - Non-GAAP Financial Measures

Non-GAAP Financial Measures

Welltower believesWe believe that revenues, net income and net income attributable to common shareholdersstockholders (“NICS”), as defined by U.S. GAAP,generally accepted accounting principles (“U.S. GAAP”), are the most appropriate earnings measurements. However, Welltower considers funds from operationswe consider Net Operating Income (“NOI”), In-Place NOI, Funds From Operations attributable to common stockholders (“FFO”), net operating income (“NOI”), same store NOI (“SSNOI”),Normalized FFO, EBITDA and Adjusted EBITDA to be useful supplemental measures of itsour operating performance. Excluding EBITDA and Adjusted EBITDA these supplemental measures are disclosed on a Welltowerour pro rata ownership basis.

Pro rata amounts are derived by reducing consolidated amounts for minority partners’ noncontrolling ownership interests and adding Welltower’sour minority ownership share of unconsolidated amounts. Welltower doesWe do not control unconsolidated investments. While Welltower considerswe consider pro rata disclosures useful, they may not accurately depict the legal and economic implications of Welltower’sour joint venture arrangements and should be used with caution.

We define NOI as total revenues, including tenant reimbursements, less property operating expenses. Property operating expenses represent costs associated with managing, maintaining and servicing tenants for our properties. These expenses include, but are not limited to, property-related payroll and benefits, property management fees paid to operators, marketing, housekeeping, food service, maintenance, utilities, property taxes and insurance. General and administrative expenses represent costs unrelated to property operations and transaction costs. These expenses include, but are not limited to, payroll and benefits, professional services, office expenses and depreciation of corporate fixed assets. In-Place NOI represents NOI excluding interest income, other income and non-IPNOI and adjusted for timing of current quarter portfolio changes such as acquisitions, development conversions, segment transitions, dispositions and investments held for sale.

Historical cost accounting for real estate assets in accordance with U.S. GAAP implicitly assumes that the value of real estate assets diminishes predictably over time as evidenced by the provision for depreciation. However, since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient. In response, the National Association of Real Estate Investment Trusts (“NAREIT”Nareit”) created FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation from net income. FFO attributable to common stockholders, as defined by NAREIT,Nareit, means net income attributable to common stockholders, computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of real estate and impairments of depreciable assets, plus real estate depreciation and amortization, and after adjustments for unconsolidated entities and noncontrolling interests. Normalized FFO attributable to common stockholders represents FFO attributable to common stockholders adjusted for certain items detailed in the reconciliations including adjustments fornon-recurring or infrequent revenues/expenses that areand described in Welltower’sour earnings press releases for the relevant period ends. Welltower believesperiods. We believe that normalizedNormalized FFO attributable to common stockholders is a useful supplemental measure of operating performance because investors and equity analysts may use this measure to compare theour operating performance of the company between periods or as compared to other REITs or other companies on a consistent basis without having to account for differences caused by unanticipated and/or incalculable items.

Welltower defines NOI as total revenues, including tenant reimbursements, less property operating expenses. Property operating expenses represent costs associated with managing, maintaining and servicing tenants for Welltower’s seniors housing operating and outpatient medical properties. These expenses include, but are not limited to, property-related payroll and benefits, property management fees paid to operators, marketing, housekeeping, food service, maintenance, utilities, property taxes and insurance. General and administrative expenses represent costs unrelated to property operations. These expenses include, but are not limited to, payroll and benefits, professional services, office expenses and depreciation of corporate fixed assets. SSNOI is used to evaluate the operating performance of Welltower’s properties using a consistent population which controls for changes in the composition of its portfolio. As used herein, same store is generally defined as those revenue-generating properties in the portfolio for the relevant year-over-year reporting periods. Land parcels, loans andsub-leases, as well as any properties acquired, developed/redeveloped (including major refurbishments where 20% or more of units are simultaneously taken out of commission for 30 days or more), sold or classified as held for sale during that period are excluded from the same store amounts. Properties undergoing operator transitions and/or segment transitions (excepttriple-net to seniors housing operating with the same operator) are also excluded from the same store amounts. Normalizers include adjustments that in management’s opinion are appropriate in considering SSNOI, a supplemental,non-GAAP performance measure. None of these adjustments, which may increase or decrease SSNOI, are reflected in Welltower’s financial statements prepared in accordance with U.S. GAAP. Significant normalizers (defined as any that individually exceeds 0.50% of SSNOI growth per property type) are separately disclosed and explained in Welltower’s respective supplements. Welltower believes NOI and SSNOI provide investors relevant and useful information because they

We measure the operating performance of its properties at the property level on an unleveraged basis. Welltower use NOI and SSNOI to make decisions about resource allocations and to assess the property level performance of its properties.

Welltower measures itsour credit strength both in terms of leverage ratios and coverage ratios. Welltower expectsThe leverage ratios indicate how much of our balance sheet capitalization is related to long-term debt, net of cash and cash equivalents and restricted cash. We expect to maintain capitalization ratios and coverage ratios sufficient to maintain a capital structure consistent with our current profile. The coverage ratios are based on EBITDA which stands forand Adjusted EBITDA. EBITDA is defined as earnings (net income)income per income statement) before interest expense, income taxes, depreciation and amortization. Covenants in Welltower’s senior unsecured notes and primary credit facility contain financial ratios based on a definition of EBITDA that is specific to those agreements. Failure to satisfy these covenants could result in an event of default that could have a material adverse impact on Welltower’s cost and availability of capital, which could in turn have a material adverse impact on Welltower’s consolidated results of operations, liquidity and/or financial condition. Due to the materiality of these debt agreements and the financial covenants, Welltower has defined Adjusted EBITDA to excludeis defined as EBITDA excluding unconsolidated entities and to includeincluding adjustments for stock-based compensation expense, provision for loan losses, gains/losses on extinguishment of debt, gains/losses/impairments on properties, gains/losses on derivatives and financial instruments, other expenses, and additional other

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  65     

LOGOAppendixA—Non-GAAP Financial Measures

income. Welltower believes that EBITDA and Adjusted EBITDA, along with net income and cash flow provided from operating activities, are an important supplementalother impairment charges. We primarily use these measures because they provides additional information to assess and evaluate the performance ofdetermine our operations. Welltower use Adjusted EBITDA to measure its adjusted fixed charge coverage ratio, which represents EBITDA and Adjusted EBITDA divided by fixed charges. Fixed charges include total interest (excluding capitalized interest andnon-cash interest expenses), secured debt principal amortizationamortization. Our leverage ratios include net debt to Adjusted EBITDA and net debt to Adjusted EBITDA plus preferred stock and dividends. Net debt is defined as total long-term debt, excluding operating lease liabilities, less cash and cash equivalents and restricted cash.

Welltower’s

Our supplemental reporting measures and similarly entitled financial measures are widely used by investors, equity and debt analysts and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Welltower’sOur management uses these financial measures to facilitate internal and external comparisons to its historical operating results and in making operating decisions. Additionally, these measures are utilized by the Board of Directors

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to evaluate management. None of Welltower’sthe supplemental reporting measures represent net income or cash flow provided from operating activities as determined in accordance with U.S. GAAP and should not be considered as alternative measures of profitability or liquidity. Finally, the supplemental reporting measures, as defined by us, may not be comparable to similarly entitled items reported by other REITsreal estate investment trusts or other companies. Multi-period amounts may not equal the sum of the individual quarterly amounts due to rounding.

Please see the tables below for reconciliations of supplemental reporting measures referenced in this document.

FFO Reconciliation

 

(In thousands, except per share)

Year Ended

December 31, 2018

  Net income (loss) attributable to common stockholders$                               758,250
  Depreciation and amortization950,459
  Losses/impairments (gains) on real estate dispositions, net(299,996) 
  Noncontrolling interests(1)(69,193) 
  Unconsolidated entities(2)52,663

NAREIT FFO attributable to common stockholders

$                            1,392,183
  Loss (gain) on derivatives and financial instruments, net(4,016) 
  Loss (gain) on extinguishments of debt, net16,097
  Incremental stock-based compensation expense3,552
  Other expenses112,898
  Additional other income(14,832) 
  Normalizing items attributable to noncontrolling interests and unconsolidated entities, net4,595

Normalized FFO attributable to common stockholders

$                            1,510,477

Average diluted common shares outstanding

375,250

Normalized FFO per diluted share

$                                       4.03

(in thousands, except per share information)Year Ended
December 31, 2021
Net income (loss) attributable to common stockholders               $336,138
Depreciation and amortization  1,037,566
Impairments and losses (gains) on real estate dispositions, net  (184,268)
Noncontrolling interests(1)  (54,190)
Unconsolidated entities(2)  85,476
NAREIT FFO attributable to common stockholders  1,220,722
Normalizing items:   
Loss (gain) on derivatives and financial instruments, net  (7,333)
Loss (gain) on extinguishment of debt, net  49,874
Provision for loan losses  7,270
Nonrecurring income tax benefits  (6,298)
Other impairment  49,241
Other expenses  41,739
Leasehold interest adjustment  760
Casualty losses, net of recoveries  5,786
Normalizing items attributable to noncontrolling interests and unconsolidated entities, net  6,777
Normalized FFO attributable to common stockholders $1,368,538
Average diluted common shares outstanding  426,841
Per diluted share data attributable to common stockholders:   
Net income (loss) $0.78
Nareit FFO $2.86
Normalized FFO $3.21

 

(1)

Represents noncontrolling interests’ share of net FFO adjustments.

(2)

Represents Welltower’s share of net FFO adjustments from unconsolidated entities.

WELLTOWER•2022 Proxy Statement     74

 
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FFO Outlook ReconciliationLeverage and EBITDA Reconciliations

 

(in millions, except per share data) 

Initial Outlook

Year Ended December 31, 2018

 
 Low          High 
  Net income attributable to common stockholders $                        892  $                      930 
  Impairments and losses (gains) on real estate dispositions, net(1,2)  (338)    (338) 
  Depreciation and amortization(1)  927    927 
 

 

 

   

 

 

 
  NAREIT and Normalized FFO attributable to common stockholders $    1,481  $            1,519 
  Per share data attributable to common stockholders:   
  Net income $2.38  $    2.48 
  NAREIT and Normalized FFO  3.95    4.05 
(dollars in thousands) Three Months Ended
December 31, 2020		      Three Months Ended
December 31, 2021
Net income (loss)              $155,278              $66,194
Interest expense  121,173  121,848
Income tax expense (benefit)  290  2,051
Depreciation and amortization  242,733  284,501
EBITDA  519,474  474,594
Loss (income) from unconsolidated entities  (258)  12,174
Stock-based compensation(1)  7,380  2,944
Loss (gain) on extinguishment of debt, net  13,796  (1,090)
Loss (gain) on real estate dispositions, net  (185,464)  (11,673)
Impairment of assets  9,317  2,357
Provision for loan losses, net  83,085  (39)
Loss (gain) on derivatives and financial instruments, net  569  (830)
Other expenses(1)  27,583  15,483
Leasehold interest adjustment(2)     1,400
Casualty losses, net of recoveries(3)     4,788
Total adjustments  (43,992)  25,514
Adjusted EBITDA $475,482 $500,108
Interest Coverage Ratios      
Interest expense $121,173 $121,848
Capitalized interest  4,238  5,325
Non-cash interest expense  (1,739)  (5,082)
Total interest $123,672 $122,091
EBITDA $519,474 $474,594
Interest coverage ratio  4.20x  3.89x
Adjusted EBITDA $475,482 $500,108
Adjusted Interest coverage ratio  3.84x  4.10x
Fixed Charge Coverage Ratios      
Total interest $123,672 $122,091
Secured debt principal amortization  16,122  16,877
Total fixed charges $139,794 $138,968
EBITDA $519,474 $474,594
Fixed charge coverage ratio  3.72x  3.42x
Adjusted EBITDA $475,482 $500,108
Adjusted Fixed charge coverage ratio  3.40x  3.60x
Net Debt to EBITDA Ratios      
Total debt(4)    $14,242,637
Less: cash and cash equivalents and restricted cash     (346,755)
Net debt    $13,895,882
EBITDA Annualized    $1,898,376
Net debt to EBITDA ratio     7.32x
Adjusted EBITDA Annualized    $2,000,432
Net debt to Adjusted EBITDA ratio     6.95x

 

WELLTOWER•2022 Proxy Statement     75

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Notes:

(1)

Amounts presentedCertain severance-related costs are included in stock-based compensation and excluded from other expenses.

(2)For the three months ended December 31, 2021, represents $14,774,000 of revenues and $16,174,000 of property operating expenses associated with a leasehold portfolio interest relating to 26 properties assumed by a wholly-owned affiliate in conjunction with the Holiday Retirement transaction. Subsequent to the initial transaction, we purchased eight of the leased properties and one of the properties was sold by the landlord and removed from the lease. No rent will be paid in excess of net cash flow relating to the leasehold properties and therefore, the net impact has been excluded from Adjusted EBITDA.
(3)Represents casualty losses net of noncontrolling interests’ share and Welltower’s share of unconsolidated entities.

(2)

Includes estimated gains on projected dispositions.

any insurance recoveries.
(4)
66  |NoticeIncludes unamortized premiums/discounts, other fair value adjustments and financing lease liabilities of Annual Meeting$111,683,000. Excludes operating lease liabilities of Shareholders and 2019 Proxy Statement

AppendixA—Non-GAAP Financial Measures  LOGO$434,261,000 related to ASC 842 adoption.

 

SSNOI ReconciliationWELLTOWER•2022 Proxy Statement     76

 

   (in thousands)

 Three Months Ended
 March 31, June 30, September 30, December 31,
  2018   2017   2018   2017   2018   2017   2018   2017 
  Net income (loss) $453,555    $337,610  $167,273    $203,441  $84,226    $89,299  $124,696    $(89,743)   
  Loss (gain) on real estate dispositions, net  (338,184)   (244,092)   (10,755)   (42,155)   (24,723)   (1,622)   (41,913)   (56,381) 
  Loss (income) from unconsolidated entities  2,429   23,106   (1,249)   3,978   (344)   (3,408)   (195)   59,449 
  Income tax expense (benefit)  1,588   2,245   3,841   (8,448)   1,741   669   1,504   25,663 
  Other expenses  3,712   11,675   10,058   6,339   88,626   99,595   10,502   60,167 
  Impairment of assets  28,185   11,031   4,632   13,631   6,740   —   76,022   99,821 
  Provision for loan losses  —   —   —   —   —   —   —   62,966 
  Loss (gain) on extinguislm1ent of debt, net  11,707   31,356   299   5,515   4,038   —   53   371 
  Loss (gain) on derivatives and financial instruments, net  (7,173)   1,224   (7,460)   736   8,991   324   1,626   — 
  General and administrative expenses  33,705   31,101   32,831   32,632   28,746   29,913   31,101   28,365 
  Depreciation and amortization  228,201   228,276   236,275   224,847   243,149   230,138   242,834   238,458 
  Interest expense  

 

122,775

 

 

 

  

 

118,597

 

 

 

  

 

121,416

 

 

 

  

 

116,231

 

 

 

  

 

138,032

 

 

 

  

 

122,578

 

 

 

  

 

144,369

 

 

 

  

 

127,217

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  Consolidated NOI  540,500   552,129   557,161   556,747   579,222   567,486   590,599   556,353 
  NOI attributable to unconsolidated investments  21,620   21,279   21,725   21,873   22,247   22,431   21,933   21,539 
  NOI attributable to noncontrolling interests  

 

(31,283

 

) 

 

  

 

(27,542

 

) 

 

  

 

(30,962

 

) 

 

  

 

(29,359

 

) 

 

  

 

(37,212

 

) 

 

  

 

(30,538

 

) 

 

  

 

(40,341

 

) 

 

  

 

(29,760

 

) 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  Pro rata NOI  530,837   545,866   547,924   549,261   564,257   559,379   572,191   548,132 

Non-cash NOI attributable to same store properties

  (11,220)   (9,985)   (7,131)   (8,059)   (8,578)   (10,761)   (12,019)   (9,384) 

NOI attributable tonon-same store properties

  (55,795)   (84,139)   (98,281)   (107,931)   (109,610)   (119,574)   (121,255)   (114,345) 

Currency and ownership(1)

  (823)   4,002   1,105   5,945   3,255   1,839   4,270   1,184 

Other adjustments(2)

  425   (536)   (724)   (2,516)   (593)   10,892   (158)   10,293 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

  Same store NOI (SSNOI) $

 

463,424

 

 

 

 $

 

455,208

 

 

 

 $

 

442,893

 

 

 

 $

 

436,700

 

 

 

 $

 

448,731

 

 

 

 $

 

441,775

 

 

 

 $

 

443,029

 

 

 

 $

 

435,880

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

Total SSNOI quarterly growth

  1.8%    1.4%    1.6%    1.6%  
 

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

 

Total SSNOI annual growth

         1.6% 
        

 

 

 

(1)

Includes adjustments to reflect consistent property ownership percentages and foreign currency exchange rates for properties in the U.K. and Canada.

 

(2)Back to Contents

Includes other adjustments as described in the respective Supplements.

 

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Notice of Annual Meeting of Shareholders and 2019 Proxy Statement   |

  67     

PRELIMINARY PROXY SUBJECT TO COMPLETION

LOGOAppendixA—Non-GAAP Financial Measures

 

Adjusted EBITDA Reconciliation

  (dollars in thousands)
Three Months Ended   
December 31, 2018   
  Net income$124,696   
  Interest expense144,369   
  Income tax expense (benefit)1,504   
  Depreciation and amortization242,834   
  EBITDA513,403   
  Loss (income) from unconsolidated entities(195) 
  Stock-based compensation4,847   
  Loss (gain) on extinguishment of debt, net53   
  Loss/impairment (gain) on properties, net34,109   
  Loss (gain) on derivatives and financial instruments, net1,626   
  Other expenses 10,502   
  Additional other income(4,027) 
  Adjusted EBITDA$        560,318   

Adjusted Fixed Charge Coverage Ratio

  Interest expense$144,369   
  Capitalized interest1,548   
  Non-cash interest expense(3,307) 
  Total interest142,610   
  Secured debt principal amortization13,994   
  Preferred dividends11,676   
  Total fixed charges$168,280   
  Adjusted EBITDA$        560,318   
  Adjusted fixed charge coverage ratio3.33x   
 

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68  |Notice of Annual Meeting of Shareholders and 2019 Proxy Statement

PRELIMINARY PROXY SUBJECT TO COMPLETION

 

LOGO

LOGO

         WELLTOWER INC.

         4500 DORR STREET

         TOLEDO, OHIO 43615

LOGO

VOTE BY INTERNET -www.proxyvote.com or scan the QR Barcode above

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

VOTE BY PHONE -1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Welltower Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

If you have not voted via the Internet or by telephone, detach and return the bottom portion in the enclosed envelope.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to help reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

E62347-P18700              KEEP THIS PORTION FOR YOUR RECORDS

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DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

  WELLTOWER INC.
The Board of Directors recommends you vote FOR the following:

1.   Election of Directors

Nominees:

ForAgainstAbstain
 

1a.  Kenneth J. Bacon

☐☐☐ForAgainstAbstain

1b.  Thomas J. DeRosa

☐☐☐

1j.   R. Scott Trumbull

☐☐☐

1c.  Karen B. DeSalvo

☐☐☐

1k.  Gary Whitelaw

☐

☐

☐

1d.  Jeffrey H. Donahue

☐

☐

☐

The Board of Directors recommends you vote FOR the following proposals:

1e.  Timothy J. Naughton

☐

☐

☐

2.   The ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year 2019.

☐

☐

☐

1f.   Sharon M. Oster

☐

☐

☐

1g.  Sergio D. Rivera

☐☐☐

3.   The approval, on an advisory basis, of the compensation of our named executive officers as disclosed in the 2019 Proxy Statement.

☐

☐☐

1h.  Johnese M. Spisso

☐

☐

☐

1i.   Kathryn M. Sullivan

☐☐☐
NOTE:The proxies named on the reverse side of this proxy card are authorized to vote in their discretion upon any other business as may properly come before the meeting or any adjournment or postponement thereof.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]                           DateSignature (Joint Owners)                                                  Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The 2019 Notice of Annual Meeting of Shareholders and Proxy Statement and 2018 Annual Report

are available at www.proxyvote.com.

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E62348-P18700    

WELLTOWER INC.

Annual Meeting of Shareholders

May 2, 2019 10:00 A.M.

This proxy is solicited by the Board of Directors

The undersigned hereby appoint(s) Matthew G. McQueen and John A. Goodey, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them, or either of them, to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of WELLTOWER INC. that the undersigned is/are entitled to vote at the Annual Meeting of Shareholders to be held at 10:00 A.M. Eastern Time on Thursday, May 2, 2019, at the offices of Gibson, Dunn & Crutcher, 200 Park Avenue, 46th Floor, New York, NY 10166, and any adjournment or postponement thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. This proxy will be voted in the discretion of the proxies on any other business that may properly come before the meeting or any adjournment or postponement thereof.

Continued and to be marked, dated and signed on reverse side