Board Accountability & Compensation
Our Board of Directors
Top row from left to right: Roxanne M. Martino, James D. Shelton, Walter C. Rakowich
Middle row from left to right: Richard I. Gilchrist, Debra A. Cafaro, Matthew J. Lustig
Bottom row from left to right: Robert D. Reed, Jay M. Gellert, Melody C. Barnes
Our Board is acutely aware of its duty to our stockholders and the critical role it plays in our sustained excellence. Based on their many years of experience, our Board members provide guidance and independent oversight with respect to our financial and operating performance, strategic plans, key corporate policies and decisions, and enterprise risk management.
Strong, independent directors enhance our culture of fairness, and we are held to an exemplary standard of performance. Our independent directors, who comprise nearly 90% (8 out of 9) of the members of our Board, are active and engaged in shaping the direction of our company and overseeing management. Each of our directors has a strong record of attendance at Board and committee meetings and brings a deep knowledge of healthcare, finance and real estate - the core of our business - into the boardroom. Our key Board Committees - Audit, Compensation and Nominating - are comprised entirely of independent directors.
Our Board leadership structure is specifically tailored to the needs of our company and has been instrumental in our sustained long-term performance. James D. Shelton has served as the Presiding Director of our Board since 2016. He has been a member of our Board since 2008 and is a successful, highly experienced and well-respected leader with a proven record of accomplishment in the healthcare industry, with strong skills in hospital administration and finance. Our Presiding Director’s robust duties include but are not limited to:
- Presiding at all meetings of our Board at which the Chair is not present
- Serving as liaison between the Chair and the independent directors
- Approving Board agendas
- Authority to call meetings of the independent directors
Beginning April 1, 2019, each non-employee director received a retainer of $27,500 for each calendar quarter in which he or she served as a director. The Presiding Director received an additional retainer of $6,250 for each calendar quarter of service. Each member (other than the chair) of the Audit, Compensation and Nominating Committees received a retainer of $5,000, $5,000 and $3,750, respectively, for each calendar quarter of service as a member of such committee. The chair of the Audit, Compensation and Nominating Committees received a retainer of $6,250, $6,250 and $5,000, respectively, for each calendar quarter of service as the chair of such committee.
In addition, each non-employee director received $1,500 for each Board meeting he or she attended in excess of the eighth Board meeting held during the year, $1,500 for each Audit, Compensation or Nominating Committee meeting he or she attended in excess of the sixth such committee meeting held during the year and $1,500 for each Investment or Executive Committee meeting he or she attended during the year (in each case, including telephonic meetings, unless the meeting was 30 minutes or less).
Annual Equity Awards
Beginning at our 2019 Annual Meeting of Stockholders, each non-employee Board member will receive a grant of shares of restricted stock or restricted stock units, at his or her prior election, having an aggregate value equal to $175,000.
Initial Equity Awards
Upon his or her initial election or appointment to the Board, each non-employee Board member receives a pro rata portion of the annual equity award made to the existing non-employee directors during that year.
Stock Ownership by Board Members and Executive Officers
As a group, the Ventas Board of Directors and its five executive officers beneficially owned an aggregate of approximately 5 million shares (including all unexercised options), or 1.4 percent of outstanding shares, as of March 15, 2019. See Minimum Stock Ownership Guidelines.