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. )

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 27, 202024, 2023

The 20202023 Annual Meeting of Stockholders of LTC Properties, Inc. will be held virtually, via live webcast, on Wednesday, May 27, 202024, 2023 at 5:3000 p.m., Pacific Time, at www.viewproxy.com/LTCProperties/2020www.virtualshareholdermeeting.com/LTC2023 to conduct the following items of business:

Only stockholders whose names appear of record on our books at the close of business on April 13, 202010, 2023 are entitled to notice of, and to vote at, such 20202023 Annual Meeting or any adjournment or postponement of such 20202023 Annual Meeting.

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Westlake Village, California

April 21, 202018, 2023

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As always, we encourage you to vote your shares prior to the 20202023 Annual Meeting.

Voting RightsRights

At the close of business on April 13, 2020,10, 2023, there were 39,217,84841,396,216 shares of common stock outstanding and eligible for voting at the 20202023 Annual Meeting. Only stockholders of record at the close of business on April 13, 2020,10, 2023, are entitled to notice of, and to vote at, the 20202023 Annual Meeting. The presence virtually or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast constitutes a quorum for the transaction of business at the 20202023 Annual Meeting.

Voting of ProxyProxy

You may vote by attending and voting at the virtual 20202023 Annual Meeting as described above under “Meeting”, or you may vote by submitting a proxy. The method of voting by proxy differs depending on whether (1) you are viewing this proxy statement on the internet or receiving a paper copy, and (2) you hold your shares as a record holder or in “street name.”

If you are the record holder of your stock and you are receiving a paper copy of this proxy statement, you may vote by completing, dating and signing the proxy card that was included with the proxy statement and promptly returning it in the pre-addressed, postage paid envelope provided to you. If you do not have a postage-prepaid envelope, please mail your completed proxy card to the following address: American Stock Transfer and Trust Company, Proxy Department, 6201 15th Avenue, Brooklyn,Broadridge Corporate Issuer Solutions, 51 Mercedes Way, Edgewood, NY 11219.11717.

If you hold your shares of common stock in “street name,” you will receive instructions from your broker, bank or other nominee on how to vote your shares. Your broker, bank or other nominee may allow you to deliver your voting instructions via the internet and may also permit you to submit your voting instructions by telephone.

Broker Non‑VotesNon-Votes

If you are a “street name” beneficial owner whose shares are held of record by a broker, the rules of the New York Stock Exchange (“NYSE”) require your broker to ask you for instructions on how to vote. If you do not provide voting instructions to your broker, then your broker may only exercise discretionary authority to vote on routine matters. Of the items described in this proxy statement, routine matters consist only of Proposal 2 “Ratification of Independent Registered Public Accounting Firm.” Your broker may not exercise discretionary authority to vote on non-routine matters. This lack of discretionary authority is called a “broker non-vote.” Of the items described in this proxy statement, non-routine matters consist of Proposal 1 “Election of Directors,” and Proposal 3 “Advisory Vote to Approve Named Executive Officer Compensation,” and Proposal 4 “Advisory Vote on Frequency of Advisory Vote on Executive Compensation.” The effect of broker non-votes is set forth in the description of each item in this proxy statement. Despite limitations impacting broker non-votes, your broker can register your shares as being present at the 20202023 Annual Meeting for purposes of determining the presence of a quorum.

Majority Voting

Majority Voting

The Bylaws of our company provide for a majority voting standard for the election of directors. Under this voting standard, once a quorum has been established with respect to an election that is not contested, directors are elected by a majority of the votes cast. This means that the number of shares voted for a director nominee must exceed the number of shares voted against that director nominee. Abstentions and broker non‑votesnon-votes are not counted as a vote cast either for or against a director nominee. If a director standing for reelection is not elected by the requisite majority of the votes cast in an uncontested election, that director must tender his or her resignation, subject to acceptance by the Board. The Nominating and Corporate Governance Committee will then make a recommendation to the Board as to whether to accept or reject the tendered resignation or whether other action should be taken. Within 90 days of certification of the stockholder vote, the Board will publicly disclose its decision and rationale regarding whether it accepted or rejected the resignation or describe what other action it took in response to the tendered resignation. In a contested election, where the number of nominees exceeds the number of directors to be elected, directors will be elected by a plurality of the votes cast. The election of directors at the 20202023 Annual Meeting is uncontested and, therefore, the majority voting standard will apply.

Board of Directors’ RecommendationsRecommendations

The Board’s recommendations are set forth together with the description of each item in this proxy statement. In summary, the Board recommends a vote:

For the election of each of the Board of Directors’ nominees for director;

For the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2020; and

For the approval of the compensation of the named executive officers, as disclosed in this proxy statement.

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For the election of each of the Board of Directors’ nominees for director;

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For the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2023;

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For the approval of the compensation of the named executive officers, as disclosed in this proxy statement; and

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For the option of every year as the preferred frequency for the advisory vote on executive compensation.

Revocability of ProxyProxy

The giving of a proxy does not preclude the right to revoke the proxy or vote virtually should the stockholder giving the proxy so desire.

If you are a stockholder of record, you have the power to revoke your proxy at any time prior to its exercise by: (a) delivering a written statement to our Investor Relations Department that the proxy is revoked; (b) by delivering to us a later-dated proxy executed by the person executing the prior proxy; or (c) by attending the 20202023 Annual Meeting via live webcast and voting virtually as described above under “Meeting”.

If you hold your shares in “street name” through a broker, bank or other nominee, you may change your vote by submitting new voting instructions to your broker, bank or other nominee. Please note that to vote at the 20202023 Annual Meeting via live webcast as described above under “Meeting” and thereby act to revoke prior voting instructions, you must obtain a legal proxy issued in your name from your broker, bank or other nominee.

ALL STOCKHOLDERS ARE URGED TO VOTE AS PROMPTLY AS POSSIBLE VIA (A) THE INTERNET OR TELEPHONE, IF AND AS INSTRUCTED BY YOUR BROKER OR OTHER NOMINEE, OR (B) IF THIS PROXY STATEMENT WAS MAILED TO YOU, BY COMPLETING, DATING AND SIGNING THE ENCLOSED PROXY CARD AND MAILING IT IN THE ACCOMPANYING POSTAGE PAID ENVELOPE.

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERSMATTERS

Code of EthicsEthics

LTC is committed to having sound corporate governance principles. To that end, we have adopted a Code of Business Conduct and Ethics applicable to the members of the Board and all of our company’s employees, including the principal executive officer, principal financial officer, principal accounting officer or controller, and persons providing similar functions. Our Code of Business Conduct and Ethics is available on our website at www.LTCreit.com.www.LTCreit.com. If we amend or waive the Code of Business Conduct and Ethics with respect to any of our directors or executive officers, we will post the amendment or waiver on our website.

Corporate Governance GuidelinesGuidelines

To guide us in director independence and other governance matters, we have adopted Corporate Governance Guidelines as required by the NYSE listing standards. The matters addressed in our Corporate Governance Guidelines include board composition, board meetings, board committees, management responsibility, and stock ownership guidelines. A copy of our Corporate Governance Guidelines is available on our website at www.LTCreit.com.www.LTCreit.com.

Once a prospective nominee has been identified, by either the Nominating and Corporate Governance Committee or proposed by a stockholder, the Nominating and Corporate Governance Committee makes an initial determination as to whether to conduct a full evaluation of the prospective candidate. This initial determination would include whatever information is provided with the recommendation of the prospective candidate and the Nominating and Corporate Governance Committee’s own knowledge of the prospective candidate. The Nominating and Corporate Governance Committee may make inquiries of the person making the recommendation or of others regarding the qualifications of the prospective candidate. The preliminary determination is based primarily on the need for additional Board members to fill vacancies or expand the size of the Board. The Board’s policy is to encourage selection of directors who will contribute to our overall corporate goals and to the discharge of the Board’s responsibility to our stockholders. The Nominating and Corporate Governance Committee may, at the request of the Board from time to time, review the appropriate skills and characteristics required of Board members in the context of the current makeup of the Board. Board members are expected to prepare for, attend and participate in meetings of the Board and the committees on which they serve; therefore, a prospective candidate must have the ability to dedicate sufficient time, energy and attention to the diligent performance of his or her duties as a Board member.

The Nominating and Corporate Governance Committee may conduct interviews with prospective nominees in person or by telephone. After completing the evaluation and interviews, the Nominating and Corporate Governance Committee makes a recommendation to the full Board as to the persons who should be nominated by the Board, and the Board determines the nominees after considering the recommendation and report of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee does not have a specific policy with regard to the consideration of diversity in identifying director nominees. As part of its periodic review of the composition of the Board, the Nominating and Corporate Governance Committee considers whether the composition of the Board reflects the appropriate balance of independence, sound judgment, business specialization, technical skills, diversity, and other desired qualities. The Nominating and Corporate Governance Committee does not have formal objective criteria for determining the amount of diversity needed or present on the Board. Instead, the Nominating and Corporate Governance Committee seeks to have a board of directors with a diversity of background and experience.

RISK OVERSIGHT

Additionally, weManagement continually monitors the material risks facing our company, including financial risk, strategic risk, operational risk, cybersecurity risk, and legal and compliance risk. The Board is responsible for exercising oversight of management’s identification of, planning for, and managing those risks. The Board may delegate to its committees the oversight responsibility for those risks that are currentlydirectly related to their area of focus. Pursuant to its charter, the Audit Committee has the responsibility and duty to review the financial and risk management policies followed by our company in complianceoperating its business activities. The Audit Committee’s responsibilities and duties also include cybersecurity oversight as described below. The full Board reviews risks that may be material to our company, including those detailed in the Audit Committee’s reports and as disclosed in our quarterly and annual reports filed with California Senate Bill 826, which requires publicly held corporationsthe SEC.

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We believe that our leadership structure also enhances the Board’s risk oversight function. Due to her role as Chief Executive Officer and knowledge of our company and industry, Ms. Simpson is well-positioned to lead board discussions on matters related to risk. Ms. Simpson regularly discusses with principal executive offices in Californiamanagement the material risks facing our company and is also expected to meet certain gender diversity requirements as follows:

By the closereport candidly to her fellow directors on her assessment of calendar year 2019,those material risks. This structure fosters greater communication between management and the Board includeon matters with respect to risk.

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Cybersecurity is an integral part of risk management at our company. Cybersecurity is overseen by the Board and the Audit Committee, along with subject matter experts serving our company including our information technology director. Pursuant to its charter, the Audit Committee has the responsibility and duty to review and discuss with management on a minimumregular basis our company’s programs, policies, and procedures related to information security and data protection, including data privacy and network security, as they relate to financial reporting. The Board and the Audit Committee receive reports on cybersecurity from management at least quarterly and more often as needed. The report typically encompasses the nature of one female director,threats, defense and detection capabilities, and training activities at our company.

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PROPOSAL 2

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has appointed Ernst & Young LLP as the independent registered public accounting firm to audit LTC’s consolidated financial statements for the year ending December 31, 2020.2023. Ernst & Young LLP served as our independent registered public accounting firm during 20192022 and also provided certain tax services as described in the Independent Registered Public Accounting Firm Fees and Services section of this proxy statement. A representative of Ernst & Young LLP is expected to be present at the virtual 20202023 Annual Meeting.

The Audit Committee believes it is important for the registered public accounting firm to maintain independence and objectivity. Therefore, the Audit Committee periodically considers the rotation of our company’s independent auditor. In 2019, our company issued a request for proposals for auditing services. After a process that included management and the Chairman of the Audit Committee evaluating the responses and interviewing certain of the accounting firms, the Audit Committee appointed Ernst & Young LLP.

Although ratification is not required by our company’s Bylaws or otherwise, the Board is submitting the selection of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of our company and our stockholders.

Required Vote and Recommendation

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 20202023 requires the affirmative vote of a majority of all the votes cast at a meeting at which a quorum is present. For purposes of the vote on Proposal 2, abstentions and broker non‑votesnon-votes will not be counted as votes cast and this will have no effect on the result of the vote although they will count towards the presence of a quorum for Proposal 2. Properly executed, unrevoked proxies will be voted FOR Proposal 2 unless a vote against Proposal 2 or abstention is specifically indicated in the proxy.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE

APPOINTMENT OF ERNST & YOUNG LLP AS LTC’S

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FOR THE YEAR ENDING DECEMBER 31, 2020.2023.

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PROPOSAL 3

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

The Dodd‑FrankDodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd‑FrankDodd-Frank Act”) requires that we provide our stockholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of the named executive officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC. This proposal, commonly known as a “say‑on‑pay”“say-on-pay” proposal, gives stockholders the opportunity to express their views on named executive officer compensation. As previously reported in the Current Report on Form 8‑K8-K that we filed with the SEC on June 5, 2017, the Board has determined that LTC will hold a nonbinding, advisory “say‑on‑pay”“say-on-pay” vote every year to approve named executive officer compensation.

As described in the Executive Compensation Discussion and Analysis (“CD&A”) section of this proxy statement, we seek to align compensation of our executives with our overall performance as well as the individual performance of each executive. As noted in the CD&A section, our Annual Cash Bonus Incentive Plan provides for 50% of the bonus opportunity for participating executives to be based on achievement of performance goals.

Our compensation programs are designed to attract and retain executives responsible for our company’s success and are administered in the long-term interests of our company and our stockholders. In connection with services provided in 2019,2022, approximately 58%55% of total named executive officer compensation was in the form of long-term incentive awards.

Please see the CD&A (and in particular its “Executive Summary” on page 15)18) and the Summary Compensation Table sections of this proxy statement for further details regarding our executive compensation decisions for 20192022 and how our compensation program for executives is structured to support and reward our annual and long‑termlong-term financial performance as an organization.

Pursuant to the resolution below, we are asking our stockholders to indicate their support for named executive officer compensation. The vote on this resolution is not intended to address any specific element of compensation. Rather, the vote relates to the compensation of the named executive officers, as described in the CD&A and accompanying tables.

Accordingly, stockholders are being asked to vote on the following resolution at the 20202023 Annual Meeting:

“RESOLVED, that the stockholders of LTC Properties, Inc. approve, on an advisory basis, the compensation of the named executive officers, as disclosed in LTC Properties, Inc.’s Proxy Statement for the 20202023 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the summary compensation table, and the other related tables and disclosure.”

Required Vote and Recommendation

Because the vote is advisory, it is not binding on our company, the Board, or the Compensation Committee of the Board. The Board and the Compensation Committee will take into account the outcome of the vote, however, when designing future executive compensation programs.

For purposes of the vote on Proposal 3, abstentions and broker non‑votesnon-votes will not be counted as votes cast and this will have no effect on the result of the vote although they will count towards the presence of a quorum for Proposal 3. Properly executed, unrevoked proxies will be voted FOR Proposal 3 unless a vote against Proposal 3 or abstention is specifically indicated in the proxy.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE

COMPENSATION OF THE NAMED EXECUTIVE OFFICERS,

AS DISCLOSED IN THIS PROXY STATEMENT.

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EXECUTIVE COMPENSATION DISCUSSION AND ANALYSISANALYSIS

Business and Compensation Overview

We are a real estate investment trust (“REIT”) that invests in seniors housing and health care properties through sale-leasebacks, mortgage financing, joint ventures, construction financing and structured finance solutions including preferred equity and mezzanine lending. Our investments in owned properties, mortgage loans, mezzanine loans and preferred equity investments represent our primary source of income. We depend upon the performance of our operators with respect to the daily management and marketing of long-term health care services offered at our properties.

Executive Summary

2019 Business Highlights

WeDuring 2022, or executive officers continued to focusnavigate through the adverse impact of the COVID-19 pandemic and its effect on capturing long-term growth opportunities forthe economy, our company and stockholders in 2019. We maintained a conservative capital structure and low leverage and were able to reduce the cost of our debt capital. During 2019, we sold $100.0 million aggregate principal amount of 3.85% senior unsecured notes maturing in 2031, representing the lowest coupon in our company’s history. At December 31, 2019, our debt to enterprise value was 28%industry and our debtoperating partners. During the year, we remained highly focused on managing through the disruption caused by the pandemic, while providing financial support to annualized adjusted EBITDAre was 4.6x. We maintained ample liquidity, with $506.1 million available under our unsecured revolving lineoperators, as needed. With proactive marketing, an easing of credit,COVID-19 cases throughout the country, and $200.0 million available undergrowing consumer confidence in the safety of skilled nursing centers and seniors housing communities, we believe occupancy will stabilize, and even grow from historical lows, and that our equity distribution agreements at December 31, 2019. Additionally, as an added measure of conservatism,operators will improve in 2023 and future years.

In 2022, we have continued to seek to match our debt maturities to our annual projected free cash flow, thereby minimizing our exposure to refinancing risk.maintain a solid capital structure. We believe our low debt levels and ample liquidity provide us with financing flexibility and allow us to opportunistically access the capital markets at favorable rates.markets. This disciplined financing strategy has allowed us to weather challenging economic environments and a variety of real estate cycles, while positioning us to take advantage of new investment opportunities.

In addition to real estate acquisitions, mortgage originations, mezzanine loan originations and real estate joint venture investments, in certain strategic circumstances, we have placed some focus on developing new properties. In recent years, the new supply of assisted living and memory care properties has outpaced demand, resulting in protracted lease-up time periods and, in some cases, current rental rates below development proformas. We believe that over the long-term, the supply and demand imbalance currently seen in certain markets for assisted living and memory care properties will self-correct, with demographics tilting in favor of these seniors housing property types, as the population over 75 years old continues to grow.

2019 was a productive year. We invested a total of approximately $73 million. We acquired two seniors housing communities for $19.0 million, a skilled nursing center for $19.5 million and one parcel of land for the development of a 90-bed skilled nursing center for a total commitment of $17.4 million. We entered into a partnership agreement for the acquisition of an existing operational seniors housing community for $16.7 million.

Additionally, we originated a $6.8 million mezzanine loan commitment for the development of a 204-unit seniors housing community We funded $7.5 million under an existing mortgage loan, $20.5 million in development commitments, and $7.7 million in capital improvement projects.

In 2019, we completed the construction of and opened a 110-unit seniors housing community in Wisconsin and a 143-bed skilled nursing center in Kentucky. We also sold a seniors housing community and three skilled nursing centers for a combined $15.3 million, recognizing a net gain of $1.6 million.

As part of our portfolio management, we navigated through key issues related2022 follows changes to the followinginvestment strategy started in 2021 as a response to the pandemic. During 2021 we shifted our investment strategy to shorter duration, strategic investments with what we believe are better risk/reward profiles, using vehicles such as mortgage, mezzanine, and preferred equity financing, in response to the pandemic and rising inflation. This strategy allows us to participate in premier communities being built and provide access to operators in 2019:with whom we wouldn’t otherwise be able to generate business.

2022 Transaction Highlights

Anthem Memory Care (“Anthem”), which encountered lease-up challenges in 2017, paid $2.3 million more rent during 2019 than in 2018, for a total of $7.5 million of rent in 2019 which represented approximately 50% of the contractual amount due by Anthem under its lease in 2019. In consideration for LTC’s cooperation in temporarily accepting rent payments less than the contractual lease obligation, Anthem restructured its corporate overhead eliminating development positions and rightsizing its team reflective of personnel needed to manage an organization operating 11 memory care communities. The savings achieved by Anthem through their overhead restructuring partially contributed to increased rents received by LTC in 2019.  Additionally, properties which have progressed in lease-up during 2019 have further contributed to increased rents received by LTC in 2019. ​

Thrive Senior Living, LLC (“Thrive”) fell short of its contractual rent payments beginning in the fourth quarter of 2018. As a result, during 2019, we transitioned all six memory care communities operated under the Thrive master lease to other operators, including one operator new to our portfolio.​

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