UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.                )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Welltower Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

welltower PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF SHAREHOLDERS 20202021

DEAR SHAREHOLDERS:

You are cordially invited to attend Welltower’s Annual Meeting of Shareholders, which will be held at 10:00 a.m.1:30 p.m. Eastern Time on April 30, 2020May 26, 2021 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/WELL2021. Details regarding admissionaccess to the meeting and the business to be conducted are more fully described in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement.

While we intendDue to holdthe COVID-19 pandemic, the Annual Meeting will be held in person on Thursday, April 30, we are actively monitoring developments relateda virtual format only to coronavirus (COVID-19). We are sensitive toprovide a safe experience for our shareholders, directors and employees. This format will also provide a consistent experience for all shareholders regardless of location and reduce the public health and travel concernsenvironmental impact of our shareholders and other stakeholders related to COVID-19, as well as the governmental protocols that maymeeting. There will be imposed. In the event that it is not possible, or the Board determines it is inadvisable, to hold the Annual Meeting in person, we will announce the alternativeno in-person meeting arrangements in advance, which may include holding the Annual Meeting exclusively by electronic means via the Internet. We will provide any updated information on our Annual Meeting website at www.welltower.com/proxy. If you are planning to attend the Annual Meeting, please check the website one week prior to the Annual Meeting date. As always, we strongly encouragefor you to vote your shares as soon as possible using one of the options described below.attend.

It is my distinct pleasure to serve as Chairman of the global leader in health care infrastructure. Welltower’s growing collaborationsIn the face of a most trying year for our country and for Welltower, I could not be prouder of the resilience and steady leadership demonstrated by our most capable team. We continue to distinguish ourselves by aligning with prominentbest-in-class operators, developers operators and leading health systems, continually enhancewho all contribute to our dynamic portfolio.and industry-wide respected portfolio of premier assets. The efficient executionrapid and agile response to bolster our balance sheet by raising liquidity and our outpouring of Welltower’s strategy is guided bysupport to our valued operators, who have been on the forward-thinking visionfrontline of our exceptionalfighting this once-in-a-century pandemic, has served to “steady the ship” as best as possible in these unforeseeably challenging times. While the future of the pandemic remains uncertain, the ability of this outstanding management team to survive, thrive and ourbest-in-class health care real estate platform remains a steadfast source of value. Welltowerdrive future growth is poised for a future of growth, innovation and excellence.not.

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 forth 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.

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

Sincerely,

Thomas

Kenneth J. DeRosaBacon

Chairman and CEO

NOTICE OF VIRTUAL 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 April May 26, 2021 at 1:30 2020 at 10:00 a.m.p.m. Eastern Time in a virtual format, at the offices of Gibson, Dunn & Crutcher LLP, 200 Park Avenue, 46^th Floor, New York, New York 10166,www.virtualshareholdermeeting.com/WELL2021, for the purpose of considering and acting upon each item described below and will transact such other business that properly comes before the meeting:

The Board of Directors of Welltower Inc. unanimously recommends that you vote: (1) “FOR” each of the nominees for election to 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, 20202021 (Proposal 2); and (3) “FOR” the approval, on an advisory basis, of the compensation of our named executive officers (Proposal 3). Shareholders of record at the close of business on March 3, 202030, 2021 (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 forth in the Proxy Statement accompanying this notice.

HOW TO VOTE IN ADVANCE OF THE VIRTUAL ANNUAL MEETING

BY INTERNET   Visit www.proxyvote.com		BY PHONE   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 20192021 Annual Report

While we intendDue to holdthe COVID-19 pandemic, the Annual Meeting will be held in person on Thursday, April 30, we are actively monitoring developments relateda virtual format only to coronavirus(COVID-19). We are sensitive toprovide a safe experience for our shareholders, directors and employees. This format will also provide a consistent experience for all shareholders regardless of location and reduce the public health and travel concernsenvironmental impact of our shareholders and other stakeholders related tomeeting. There will be no COVID-19,in-person as well as the governmental protocols that may be imposed. In the event that it is not possible, or the Board determines it is inadvisable, to hold the Annual Meeting in person, we will announce the alternative meeting arrangements in advance, which may include holding the Annual Meeting exclusively by electronic means via the Internet. We will provide any updated information on our Annual Meeting website at www.welltower.com/proxy. If you are planning to attend the Annual Meeting, please check the website one week prior to the Annual Meeting date. As always, we strongly encouragefor you to vote your shares as soon as possible using one of the options described above.attend.

BUSINESS HIGHLIGHTS

2019 PERFORMANCE2020 Performance

Welltower Inc. (“Welltower”(the “Company” or “Welltower”) had a strong yearfaced numerous headwinds in 2019 that validated2020 resulting from the strengthimpact of the COVID-19 pandemic on our business. Despite the unprecedented conditions posed by the COVID-19 pandemic, the Company took critical steps to support its operators and strengthen its balance sheet, while also improving the quality of its platform. Welltower’s strategy is based on acquiring and developing a well-diversified, high quality portfolio located inhigh-barrier-to-entry and growing markets operated or managed bybest-in-class seniors housing operators, post-acute providers and health systems. portfolio.

Welltower significantly improvedenhanced its liquidity profile during 2020, ending the year with over $5.0 billion of total liquidity following the efficient execution of capital markets transactions and investment activity. While near-term challenges posed by the COVID-19 pandemic may persist, the post-pandemic backdrop remains favorable for the Company as our high-quality portfolio balance sheetof assets will benefit from strong secular trends, which include a rapidly aging population, increased focus on social determinants of health, and risk profile through strategic acquisitions and dispositions during 2019.

The Compensation Committee of the Board of Directors 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 2019 were the management team’s success in the following areas:continued shift to value-based health care.

*Represents a non-GAAP financial measure. See Appendix A for definitions and reconciliations of non-GAAP financial measures.

Environmental, Social and Governance (ESG) Leadership Recognition

*RepresentsHuman Capital

Throughout 2020, we continued our commitment to the success of our employees by maintaining numerous programs designed to attract, develop and retain future leaders, including competitive compensation programs and benefits (including maternity, caregiver and wellness leave (to name only some of our many benefits)), technology to facilitate keeping our employees engaged while working remotely (and staying in touch through social Zoom events), and safety protocols and procedures for essential employees who continued to work while in the office. We are committed to fostering anon-GAAP financial measure. See Appendix A for reconciliations diverse and inclusive environment that gives every employee the opportunity to develop and advance. We believe this starts at the top, and we have made a number ofnon-GAAP financial measures. changes to the Board and the Leadership Team (as described in this Proxy Statement) that reflect this committment.

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 sustainability and ESG practices. When we changedOur commitment to helping people live well and age well is carried through by our name in 2015, we made a conscious decision to place wellness at the center of what we do. Our award-winning ESG program aims to promote wellness for our employees, tenants and resident communities through excellence on a full range of initiatives, including an emphasis on sustainability, a core focus on diversity and inclusion,equality, and a commitment to diverse independent director leadership on our Board of Directors.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 driving long-term operational efficiency and shareholder value. Some highlights of Welltower’s most notable ESG efforts in 20192020 are summarized below:

2019 ESG Highlights

ENVIRONMENTAL Externally launched Welltower's sustainability goals for 10% reduction in GHG emissions, energy and water use by 2025. Launched Welltower's first green bond with a $500 million issuance with the proceeds being used to fund renewable energy, water conservation, energy efficiency, and green building projects. Welltower is the first U.S. health care real estate investment trust to complete a public green bond offering. Developed and shared Welltower Performance Playbook: A Guide for Senior Housing Efficiency and Excellence with all of our operators. Expanded foundational operational efficiency upgrades, and increased green building certifications and execution of Green Leases. SOCIAL Achieved 1:1 gender parity across the organization. Expanded diversity and inclusion beyond CORE women's initiative, with the launch of Welltower's Diversity Council. Signed the Employer Support of the Guard & Reserve (ESGR) Statement of Support. Increased utilization and alignment of Welltower Charitable Foundation and contributed more than $40M to multiple organizations over the past five years, with a focus on aging, health care and wellness. GOVERNANCE Achieved 75% female and minority independent director leadership on Board of Directors. Improved Dow Jones Sustainability Index, GRESB, ISS and ISS-ESG scores through enhanced tracking and reporting. Filed first Sustainable Accounting Standards Board (SASB) aligned annual report. Published 7th consecutive Annual Corporate Social Responsibility Report, which is crafted in accordance with the Global Reporting Initiative (GRI) standards.

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

COVID-19 Leadership Efforts

At the beginning of 2020, the world was upended as COVID-19 spread and impacted the health and well-being of individuals on a global scale. Welltower responded accordingly, prioritizing the health and safety of our staff, our residents across our communities and our tenants in our buildings. We drew on our experience with infection and flu control as a critical part of the senior living operating model. Since 2018, we have worked with the University of California, San Francisco Health System to advise our operating partners on the most current evidence-based patient and caregiver flu protocols. We pivoted these efforts to have them focus on a COVID-19 response and we continue to support our operators to identify local, regional and national testing solutions to complement relationships made with their local health systems and health department testing resources. In 2020 over 400,000 COVID-19 tests were conducted in Welltower communities. Welltower has also distributed approximately 1.7 million units of PPE to over 25 seniors housing and post-acute operators and three health systems, and has hosted sessions for our operations to hear experts provide best practice guidance on topics including testing, inter-facility transfers, use of PPE, therapeutics and the vaccine pipeline. We remain steadfast in our commitment to protect the health of all those with whom we work and serve.

						Table of Contents

Table of Contents

Corporate Governance

Corporate Governance

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. The approximate date on which these materials will be first made available or sent to shareholders is March 20, 2020.April 16, 2021.

						Corporate Governance

KEY SKILLS AND EXPERIENCE HEALTH SYSTEMS 4 LEADERSHIP DEVELOPMENTS SUCCESSION +7 BANKING FINANCE + ACCOUNTING 4 OUTPATIENT MEDICAL 4 BUSINESS DEVELOPMENT 6 INNOVATION + TECHNOLOGY 4 OPERATOR SERVICES/OPERATIONS 4 INTERNATIONAL BUSINESS 3 REAL ESTATE 4

The charts above reflect the total number of the director nominees that are standing for election in 2021.

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 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.

Board Leadership Structure

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

TheIn connection with our recent Chief Executive Officer (“CEO”) transition, the Board believes its current leadership structure–determined that it was appropriate to separate the combinationroles of the Chairman and Chief Executive Officer roles–best serves Welltower and its shareholders at this time.

Boththe CEO. The Board is currently led by an independent Chairman, Mr. Bacon, who is the Company’s first racially/ethnically diverse Chairman. The Board believes the current leadership structure, which separates the Chairman and Chief Executive Officer positions are currently held by Mr. DeRosa.CEO roles, is appropriate at this time. This structure allows the CEO to focus his time and energy on operating and managing Welltower also has an independent Lead Director designated byand facilitates the Board’s independent directors. Mr. Donahue currently serves as the independent Lead Director.

A numberoversight of factors support the Board leadership structure chosen by the Board, including, among others:

The Board recognizes the importance of strong independent Board leadership and oversight. As such, the combination of Chairman of the Board and CEO is balanced by Welltower’s independent Lead Director position and by the independence of Welltower’s other directors.

The independent Lead Director has broad responsibility and authority, including, among others:

Corporate Governance

Pursuant to the Corporate Governance Guidelines, the Board undertook a review of director and director nominee independence in February 2020.April 2021. 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 determined that, other than Mr. DeRosa,Mitra, all of the directors and director nominees are independent under applicable rules of the NYSE. The Board also determined that, other than Mr. DeRosa,Mitra, all of the directors and director nominees 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. DeRosaMitra is not independent because he is the Chief Executive OfficerCEO of Welltower. Geoffrey Meyers, Timothy Naughton and Judith Pelham,R. Scott Trumbull, who served as directors until May 2, 2019, and Gary Whitelaw, who served as a director until October 23, 2019, wereApril 30, 2020, was determined to be independent under applicable rules of the NYSE and independence standards in the Corporate Governance Guidelines during the time theyhe served on the Board.

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.

The Board determined that:

Welltower’s policy is to schedule a meeting of the Board on the date of the annual meeting of shareholders 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 five times during the year ended December 31, 2019. Executive sessions of independent directors are held after regularly scheduled meetings of the Board. The independent Lead Director chairs the executive sessions.

In 2019, all incumbent directors attended at least 75% of the aggregate of the meetings of the Board and the committees on which they served.

•   All of the members of the Audit Committee are independent under the applicable rules of the NYSE and the independence standards in the Corporate Governance Guidelines and under the separate independence standards for audit committee members under Rule 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 the Nominating/Corporate Governance Committee are independent under the applicable rules of the NYSE.
Welltower’s policy is to schedule a meeting of the Board on the date of the annual meeting of shareholders 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 14 times during the year ended December 31, 2020. Executive sessions of independent directors are held after regularly scheduled meetings of the Board. The Chairman of the Board chairs the executive sessions.
In 2020, all incumbent directors attended at least 75% of the aggregate of the meetings of the Board and the committees on which they served.

						Corporate Governance

THE BOARD AND COMMITTEES Board Audit Compensation Executive Nominating/Corporate Governance Bacon, Kenneth J. DeRosa, Thomas J. DeSalvo, Karen B. Donahue, Jeffrey H. Oster, Sharon M. Rivera, Sergio D. Spisso, Johnese M. Sullivan, Kathryn M. Trumbull, R. Scott

Audit Committee

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.systems and information security matters. The Audit Committee met fivefour times during the year ended December 31, 2019.2020. The members of the Audit Committee are Mr. Hawkins, Ms. Reid, Mr. Rivera and Ms. Sullivan, and Mr. Trumbull, with Mr. RiveraMs. Sullivan 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. Hawkins, Ms. Reid, Mr. Rivera, and Ms. Sullivan 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 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.

The Compensation Committee met six times during the year ended December 31, 2019.2020. The members of the Compensation Committee are Mr. Bacon, Dr. DeSalvo, Mr. Donahue, Ms. Oster, Mr. Rivera and Ms. Spisso, with Mr. BaconDonahue 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 is 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 2019. The members of the Executive Committee are Mr. Bacon, Mr. DeRosa, Mr. Donahue, Ms. Oster and Mr. Rivera, with Mr. DeRosa serving as Chair.

Corporate Governance

investments between meetings of the Board. The Executive Committee did not meet in 2020. The members of the Executive Committee are Mr. Bacon, Mr. Donahue, Mr. Mitra, Ms. Oster, Mr. Rivera, and Ms. Sullivan, with Mr. Bacon serving as Chair.

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

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 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. The Investment Committee did not meet during the year ended December 31, 2020. The entire Board served as the Investment Committee in 2020. Currently, the members of the Investment Committee are Mr. Bacon, Mr. Donahue, Mr. Hawkins and Mr. Rivera, with Mr. Rivera 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; 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; and reviews environmental sustainability issues and Welltower’s climate change environmental sustainability practices.practices; and oversees Welltower’s political contributions and policies and practices regarding political contributions. The Nominating/Corporate Governance Committee met fourseven times during the year ended December 31, 2019.2020. The members of the Nominating/Corporate Governance Committee are Dr. DeSalvo, Mr. Donahue, Ms. Oster, Ms. Reid, and Ms. Spisso, with Ms. Oster 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 or have been a senior manager, chief operating officer, chief financial officer, chief executive officer or other leader 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, be accustomed to dealing with complex problems, or otherwise have obtained and excelled in a position of leadership. 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, strength of character, integrity and values. Also, directors and nominees for director should 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 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.

While the Board has not established term limits, unless otherwise determined by the Board, no person shallmay be nominated for election as a director after his or her 75^th birthday. The Board nominated Mr. Donahue for election to the Board for an additional year prior to his 75^th birthday. Mr. Donahue will not be eligible for election in 2022.

Under theBy-Laws, 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.

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 on the Board. Second, taking into consideration the characteristics mentioned above, the Nominating/Corporate Governance Committee determines if there are any

						Corporate Governance

specific qualities or skills that would complement the existing strengths of the Board. 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 of (1) professional experience, including experience in Welltower’s primary business segments and in areas of possible future expansion, (2) educational background 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 party executive search firms retained at Welltower’s expense. If the Nominating/Corporate Governance Committee retains one or more search firms, such firms may be asked to identify possible nominees, interview and screen such nominees and act as a liaison between the Nominating/Corporate Governance Committee and each nominee 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 by the Nominating/Corporate Governance Committee to be potential nominees, 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 Chairman of the Board will interview qualified candidates. Once it is determined that a candidate is a good prospect, the candidate will be invited to meet the other members of the Nominating/Corporate Governance Committee. If the candidate is 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 to add value to the Board and the candidate expresses his or her 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 created position on the Board. Each year, the Board and the Nominating/Corporate Governance

Corporate Governance

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 permit eligible shareholders to make nominations at a meeting of shareholders of persons for election to the Board and to have their director nominees included in Welltower’s proxy materials if the shareholder or shareholders has complied with specified prior notice requirements.

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

						Corporate Governance

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 results of risk mitigation testing performed by Internal Audit. Welltower provides annual cybersecurity training for all employees with network access. Welltower also maintains a security risk insurance policy.

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 Named Executive Officers.

Annually, the Board discusses succession plans for the Chief Executive OfficerCEO and other members of senior management. 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

Corporate Governance

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.

Compensation Committee Interlocks and Insider Participation

Mr. Bacon, Dr. DeSalvo, Mr. Donahue, Mr. Naughton, Ms. Oster, Ms. PelhamMr. Rivera and Ms. Spisso were members of the Compensation Committee during 2019.2020. 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, an executive officer of which served as a director of Welltower or member of the Compensation Committee during 2019.2020.

Communications with the Board

Shareholders and other parties interested in communicating with the Board or any specific directors, including the Chairman independent Lead Director 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 committees thereof or that he otherwise determines requires their attention (for example, if the communication received relates to questions, concerns or complaints regarding accounting, internal control over financial reporting and auditing matters, it will be summarized and forwarded to the Chair of the Audit Committee for 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.

Proposal 1—Election of Directors						Proposal 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 nine.ten. There are eighteleven Board nominees recommended for election at the Annual Meeting and all nominees were elected by you at our 2019 annual meeting of shareholders.Meeting. The number of directors will automatically be reducedincreased from nineten to eighteleven if the eighteleven 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 eighteleven 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.director nominee.

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.

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.

Proposal 1—Election of Directors						Proposal 1—Election of Directors

Director Nominees

Director Compensation

Director Compensation

The table below summarizes the compensation paid in 20192020 to Welltower’snon-employee directors.

20192020 Director Compensation Table

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

						Director Compensation

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 2019,February 2021, 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. No changes were recommended to the Board.

The compensation program fornon-employee directors for the 20192020 calendar year, which compensation program was unchanged from the 2019 program (except for an increase in the fee paid to the Chairman), consisted of:

Cash Compensation

Equity Compensation

In 2019,2020, 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 (or prorated awards for directors who served only a portion of the year). Generally subject to continued service, the deferred stock units granted in 20192020 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.

Ownership Guidelines fornon-employee Directors and Named Executive Officers. The current stock ownership guidelines for the Chief Executive Office, the non-employeeDirectors and the Named Executive Officers are as follows:

Multiple of base salary		Multiple of annual cash retainer		Multiple of base salary
Chief Executive Officer		Non-Employee Directors		All Other Named Executive Officers

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

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

Audit 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: (a) the independent registered public accounting firm’s internal quality-control 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 respecting one or more independent audits carried out by the independent registered public accounting firm, and any steps taken to deal with any such 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, 2020.2021. 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. 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 person online 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 20212022 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.

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

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.

						Proposal 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.

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 and voting at the Annual Meeting will be required for such ratification.approval of this proposal.

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

Pre-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, 20192020 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.

Audit 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) 20192020 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) 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. applicable standards of the Public Company Accounting Oversight Board. 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 fivefour meetings during the year ended December 31, 2019.2020.

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, 20192020 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, 2020.2021. Mr. Hawkins, Ms. Reid, Mr. Rivera Mr. Meyers,and Ms. Sullivan and Mr. Trumbull were each members of the Audit Committee in 20192020 and participated in the reviews and discussions described above. Ms. Reid joined the Audit Commuttee in July 2021 and Mr. Hawkins joined the Audit Committee in October 2021.

Submitted by the Audit Committee

Kathryn M. Sullivan (Chair)

Philip L. Hawkins

Diana W. Reid

Sergio D. Rivera Chair

Kathryn M. Sullivan

R. Scott Trumbull

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

Proposal 3 – 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, 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.

Welltower’s compensation programs are designed to link pay to performance and to reward the Named Executive Officers for the achievement of short-term and long-term strategic and operational goals and increased 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 20192020 that drove compensation decisions. We also encourage shareholders to read the “Executive Compensation-Compensation Discussion and Analysis” in this Proxy Statement, which describes the details of Welltower’s compensation programs and the decisions made by the Compensation Committee with respect to 20192020 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-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, its next advisory vote on Welltower’s named executive officer compensation following this vote will be held at its 20212022 Annual Meeting of Shareholders.

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 a majority of the shares of voting securities present in person or by proxy and voting at the Annual Meeting will be required for approval of this proposal.

Executive Compensation—CD&A

Executive Compensation

Compensation Discussion and Analysis

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

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 on pages 20-29.22-32.

						Executive Officers

Executive Officers

				THOMAS J. DEROSASHANKH MITRA   Chairman of the BoardChief Executive Officer & Chief ExecutiveInvestment Officer   Age: 6240				Mr. DeRosaMitra has served as Welltower’s Chairman of the Board since May 2019 and Welltower’s Chief Executive Officer since April 2014.October 2020 and Welltower’s Chief Investment Officer since August 2018. Mr. DeRosa’sMitra’s biographical information is set forth under “Director Nominees” on page 10.11.

				SHANKH MITRA Executive Vice President - Chief Investment Officer Age: 39		Mr. Mitra has served as Welltower’s Executive Vice President - Chief Investment Officer since August 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 2016 to January 2018. From July 2013 to December 2015, Mr. Mitra served as Portfolio Manager, Real Estate Securities at Millennium Management. Mr. Mitra served as Senior Analyst at Citadel Investment Group from April 2012 to June 2013 and Fidelity Investments from June 2009 to March 2012.

				MATTHEW G. MCQUEEN   SeniorExecutive Vice President - General Counsel & Corporate Secretary   Age: 4748				Mr. McQueen has served as Welltower’s SeniorExecutive Vice President - President—General Counsel & Corporate Secretary since July 2016.November 2020. Mr. McQueen served as Welltower’s Senior Vice President - President—General Counsel & Corporate Secretary from July 2016 to November 2020. Mr. McQueen served as Welltower’s 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.

				TIMOTHY. G. MCHUGH   SeniorExecutive Vice President - Chief Financial Officer & Treasurer   Age: 3536				Mr. McHugh has served as Welltower’s SeniorExecutive Vice President - President—Chief Financial Officer & Treasurer since September 2019.April 2020. Mr. McHugh served as Welltower’s Senior Vice President - President—Chief Financial Officer & Treasurer from September 2019 to April 2020. Mr. McHugh served as Welltower’s Senior Vice President—Corporate Finance from August 2018 to August 2019 and as Welltower’s Vice President - President—Finance and Investment from January 2016 to August 2018. He also served in the additional role of Welltower’s Treasurer from March 2017 to August 2018. From November 2010 to December 2015, Mr. McHugh served as Senior Analyst - Analyst—Real Estate Securities at RREEF Management, currently known as DWS Investments.

				AYESHA MENON(1)   Senior Vice President -     Strategic Investments   AgeAge: : 3940				Ms. Menon has served as a Welltower’s Senior Vice President - President—Strategic Investments since May 2019. From April 2018 to April 2019, Ms. Menon served as Director of Real Estate Investment at Sidewalk Labs, an Alphabet CompanyInc. company (NASDAQ: GOOG). Ms. Menon served as a real estate investor at Wheelock Street Capital from 2008 to 2018.

				JOSHUA T. FIEWEGER(1) Senior Vice President - Chief Accounting Officer Age: 41				Mr. Fieweger has served as Welltower’s Senior Vice President & Chief Accounting Officer since November 2020. Mr. Fieweger served as Senior Vice President & Controller from January 2019 to November 2020, as VP, Controller from March 2018 to December 2018, as VP, Accounting, Seniors Housing from January 2015 to March 2018, and as Director, Accounting from August 2011 to December 2015. Prior to joining the Company in 2011, Mr. Fieweger was a Senior Manager in the audit and assurance practice at Ernst & Young LLP.

Executive Compensation—CD&A

Executive Summary

NAMED EXECUTIVE OFFICERS

Each of the executive officers listed on page 2022 (other than Ms. Menon)Mr. Fieweger) and John A. Goodey,Thomas J. DeRosa, former Chairman of the Board and Chief Executive Vice President - Chief Financial Officer, and Mercedes T. Kerr, former Executive Vice President - Business & Relationship Management, are “Named Executive Officers” or “NEOs” for purposes of this CD&A.

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, knowledgeable individuals who are committed to delivering outstanding shareholder returns while effectively building relationships across the industry. 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 concerns of shareholders, and takes into account best compensation practices. To that end, Welltower’s compensation program is based on three core principles:

		COMPENSATION PHILOSOPHY AND OBJECTIVES

The philosophy underlying Welltower’s executive compensation program is to 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.

						Executive Compensation—CD&A

		POLICIES AND PROCEDURES

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.

Welltower’s compensation policies and programs are designed to implement the philosophy described above. The Compensation Committee has employed a number of measures in an effort to drive performance and align executive and shareholder interests.

Executive Compensation—CD&A

		ROLE OF THE COMPENSATION CONSULTANT

The Compensation Committee has engaged FPL Associates (“FPL”) as its independent compensation consultant to advise the Committee on compensation program design, the components of Welltower’s executive compensation programs and the amounts Welltower should pay its executive officers.

FPL 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 2019,2020, FPL performed the following specific services:

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 - Head of Human Capital. The independence of FPL was assessed by the Compensation Committee, most recently in early 2020,2021, and no conflicts of interest were found.

		INPUT OF EXECUTIVE OFFICERS ON COMPENSATION

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

						Executive Compensation—CD&A

		SHAREHOLDER OUTREACH INITIATIVES

At the 20192020 Annual Meeting, approximately 97%94% 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 20182019 Say-on-Pay proposal (approximately 93%97% 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.   Welltower believes that frequent shareholder engagement is important to understanding varying perspectives on key issues and to ensure best practices. In 2019,2020, members of senior management conducted over 400 meetings with shareholders, investors and analysts to discuss a number of topics, including, but not limited to, financial results, Welltower strategy, objectives and performance, sustainability initiatives, compensation metrics, corporate governance initiatives and industry trends. As part of Welltower’s shareholder outreach, we engaged with several of our top shareholders relating to itsour business, executive compensation program, diversity and inclusion, and environmental, social and governance issues. During 2019, Welltower adopted proxy accessIn addition to frequent investor engagement, Welltower’s outreach efforts during 2020 also consisted of ten business update presentations from April - December. Management viewed these updates as critical in lightkeeping shareholders apprised of input received from its shareholders and modifiedthe impact of the COVID-19 pandemic on our corporate governance policy with respect to director overboarding.business.

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 20192020 compensation program. Investors have been pleased with Welltower’s continuing efforts to enhance the connection between pay and performance and the Compensation Committee did not make any specific changes to Welltower’s 20192020 executive compensation program as a result of the 20192020 Say-on-Pay vote or these outreach efforts.

Executive Compensation—CD&A

		COMPENSATION PEER GROUP

As part of its annual review, the Compensation Committee conducts a comprehensive evaluation of the executive compensation programs relative to a relevant peer group of comparable REITs. The competitive review is one of the compensation elements the Compensation Committee takes into account in making compensation decisions. Along with Welltower’s performance, the Compensation Committee also considers the experience, tenure and past performance of each of the executive officers.

Across the equity-based public REIT industry, Welltower was the 6thninth largest REIT measured by enterprise value and the 7thseventh largest REIT measured by market capitalization as of December 31, 2019, and2020. Welltower is included in the S&P 500 Index. As illustrated below, the peer group was selected because its members are similar in size to Welltower, 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 its principal business competitors. The Compensation Committee periodically considers the composition of the peer group and revised the peer group in late 2019 by adding Digital Realty Trust, Inc., due to the removal of General Growth Properties Inc. in late 2018.