- DEBRA A. CAFARO (Chairman, President and CEO)
- DOUGLAS CROCKER II (Presiding Director)
- RONALD G. GEARY
- JAY M. GELLERT
- ROBERT D. REED
- SHELI Z. ROSENBERG
- JAMES D. SHELTON
- THOMAS C. THEOBALD
Board and Committees
The Ventas Board of Directors consists of eight members. The Board has five committees: Audit and Compliance (responsible for independent audits and management controls), the Nominating and Governance Committee (responsible for nominating candidates for Board of Director and Corporate Governance matters), Executive Compensation (responsible for establishing financial remuneration and benefits for the Company's executive officers), the Investment Committee (responsible for reviewing the investment/divestiture transactions of the Company) and the Executive Committee (responsible for directing selected business affairs of the Company during intervals between general board meetings).
2007 Board of Director Meetings
The Board held a total of 13 meetings during 2007 and one meeting of a special committee of the Board. In addition, there were four meetings of the Audit Committee, seven meetings of the Compensation Committee, two meetings of the Nominating and Governance Committee, no meetings of the Investment Committee and no meetings of the Executive Committee.
Board Compensation
Effective April 1, 2008, each non-employee Board member receives a $12,500 retainer for each calendar quarter in which he or she serves as a Board member. During 2007 and the first quarter of 2008, the quarterly retainer was $10,000. The Presiding Director receives an additional $6,250 retainer for each calendar quarter served. Additionally, each non-employee Board member receives $1,500 for each board meeting and $1,000 for each committee meeting he or she attends (including telephonic meetings, unless the meeting is ten minutes or less).
Restricted Stock/Restricted Stock Units
Upon initial election or appointment to the Board, each non-employee Board member receives a grant of 2,000 shares of restricted stock or restricted stock units. In addition, beginning in 2009, on January 1 of each year, each non-employee Board member will receive a grant of shares of restricted stock or restricted stock units having an aggregate value equal to $100,000 minus the value of the same-day grant of options to purchase 5,000 shares of common stock (described below). On January 1, 2007 and 2008, each non-employee Board member received a grant of shares of restricted stock or restricted stock units having an aggregate value equal to $90,000 minus the value of the same-day grant of options to purchase 5,000 shares of common stock.
Stock Options
On January 1 of each year, each non-employee Board member receives a grant of options to purchase 5,000 shares of common stock, having an exercise price equal to the fair market value on the date of grant.
Stock Ownership by Board Members and Executive Officers
As a group, the Ventas Board of Directors and its four executive officers held an aggregate of approximately 1 million shares (exclusive of options), or 1 percent of outstanding shares, as of May 5, 2008. See Minimum Stock Ownership Plans.
DEBRA A. CAFARO (Chairman, President and CEO)
DEBRA A. CAFARO joined the Company as Chief Executive Officer and President in 1999 and was appointed Chairman of the Board in January 2003. From 1997 to 1998, she served as President and a director of Ambassador Apartments, Inc. (NYSE: AAH), a multifamily REIT. Ms. Cafaro is a director of Weyerhaeuser Company (NYSE: WY), one of the world’s largest integrated forest products companies, the Treasurer of the National Association of Real Estate Investment Trusts (“NAREIT”) and a member of the Real Estate Roundtable and its Nominating Committee. She also chairs the Visiting Committee of the University of Chicago Law School. Ms. Cafaro is admitted to the Bar in Illinois and Pennsylvania. (DOB: December 15, 1957)
DOUGLAS CROCKER II (Presiding Director)
DOUGLAS CROCKER II has been a director of the Company since 1998. Mr. Crocker was Vice Chairman of the Board of Trustees of Equity Residential Properties Trust (NYSE: EQR) (“EQR”), a prominent multifamily REIT, from January 2003 to April 2003, and President, Chief Executive Officer and a trustee of EQR from 1993 to 2002. He served as Executive Vice President of Equity Financial and Management Company, a subsidiary of Equity Group Investments, Inc. (“EGI”), which provides strategic direction and services for EGI’s real estate and corporate activities, from 1992 to 1997. He has also previously served as President, Chief Executive Officer and a director of First Capital Corporation, a sponsor of public limited real estate partnerships. Mr. Crocker is a director of Reis, Inc. (NASDAQ: REIS), a real estate merchant banking firm, Acadia Realty Trust (NYSE: AKR), a REIT that owns and operates shopping centers, Post Properties, Inc. (NYSE: PPS), a multifamily REIT, and Cypress Sharpridge Investments, Inc. (NYSE: CYS), a specialty finance company that primarily invests in agency residential mortgage-backed securities. He is also a Trustee of DePaul University. (DOB: April 9, 1940)
RONALD G. GEARY
RONALD G. GEARY has been a director of the Company since 1998. Mr. Geary, an attorney and certified public accountant, has served as a director of ResCare, Inc. (NASDAQ: RSCR) (“ResCare”), a provider of residential training and support services for persons with developmental disabilities and certain vocational training services, since 1990 and as Chairman of the Board of ResCare since 1998. He also served as President of ResCare from 1990 to June 2006 and as Chief Executive Officer of ResCare from 1993 to June 2006. Prior to becoming Chief Executive Officer, Mr. Geary was Chief Operating Officer of ResCare from 1990 to 1993. Mr. Geary served as a director of Alterra Healthcare Corporation, a national assisted living company, from May 2001 to December 2003. (DOB: April 2, 1947)
JAY M. GELLERT
JAY M. GELLERT joined the Company as a director in 2001. Mr. Gellert has been President and Chief Executive Officer of Health Net, Inc. (f/k/a Foundation Health Systems, Inc.) (NYSE: HNT) (“Health Net”), an integrated managed care organization which administers the delivery of managed healthcare services, since 1998 and a director of Health Net since 1999. Previously, Mr. Gellert was President and Chief Operating Officer of Health Net from 1997 to 1998. From 1996 to 1997, he served as President, Chief Operating Officer and a director of Health Net, then operating as Health Systems International, Inc. (“HSI”), a health maintenance organization. Prior to joining HSI, Mr. Gellert directed strategic advisory engagements for Shattuck Hammond Partners. Mr. Gellert is a director of the American Association of Health Plans and Miavita, Inc., a provider of online wellness programs. (DOB: March 13, 1954)
ROBERT D. REED
ROBERT D. REED was appointed to our Board effective March 5, 2008. Mr. Reed has been Senior Vice President and Chief Financial Officer of Sutter Health, a family of not-for-profit hospitals and physicians organizations in northern California, since 1997. Prior to that, he held various finance positions within Sutter Health and its affiliates. Before becoming a non-for-profit hospital system executive, Mr. Reed was an investment banker specializing in healthcare finance for hospital systems at various national financial firms, including Eastdil, Paine Webber and American Health Capital. He is a director of Interplast, an international humanitarian organization that provides free reconstructive surgery in developing countries, Metta Fund, a private non-profit foundation, Personalized Physician Care, Inc., a comprehensive coordinated health care service provider for residents of southwest Florida, and Orinda Senior Village, a not-for-profit seniors housing community. (DOB: May 25, 1952)
SHELI Z. ROSENBERG
SHELI Z. ROSENBERG has been a director of the Company since 2001. Ms. Rosenberg was Vice Chairman of Equity Group Investments, LLC (“EGI, LLC”), an investment company, from 2000 to October 2003 and Chief Executive Officer and President of EGI, LLC from 1999 to 2000. From 1994 to 1999, she served as Chief Executive Officer, President and a director of EGI, an owner, manager and financier of real estate and corporations. Ms. Rosenberg is a trustee of EQR and a director of Equity Life Style Properties (NYSE: ELS), a manufactured home community REIT, CVS Caremark Corporation (NYSE: CVS), a drug store chain, and Nanosphere, Inc. (NASDAQ: NSPH), a developer, manufacturer and marketer of advanced molecular diagnostics systems. She is also serving as a director of Avis Budget Group, Inc. (NYSE: CAR) (“Avis”), a provider of automobile rental and related services, until the Avis 2008 annual meeting. Ms. Rosenberg is co-founder and President of The Center for Executive Women at the Kellogg School of Management. Ms. Rosenberg was a principal in the law firm of Rosenberg & Liebentritt, P.C. from 1980 to 1997. (DOB: February 2, 1942)
JAMES D. SHELTON
JAMES D. SHELTON was appointed to our Board effective March 5, 2008. Mr. Shelton is Chairman of Legacy Hospital Partners, Inc. (“Legacy”), a privately held company that was recently formed to own, operate and manage acute care hospitals in small cities and select urban markets throughout the United States. Previously, he founded and served as Chairman and Chief Executive Officer of Triad Hospitals, Inc. from 1999 until it was sold in July 2007. Prior to that, Mr. Shelton was President of the Pacific Group of Columbia/HCA Healthcare Corporation (now known as HCA Inc.) (“HCA”) from 1998 to 1999, and President of the Central Group of HCA from 1994 to 1998. Mr. Shelton is also a director of Omnicare, Inc. (NYSE: OCR), a pharmaceutical care provider for the elderly, and Health Coverage Foundation, a non-profit organization formed to promote private solutions for the medically uninsured in America. He has previously served on the Boards of the Federation of American Hospitals and the American Hospital Association. (DOB: July 21, 1953)
THOMAS C. THEOBALD
THOMAS C. THEOBALD joined the Company as a director in 2003. Mr. Theobald has been a Senior Advisor at Chicago Growth Capital, a Chicago-based private equity firm, since September 2004. From 1994 to September 2004, he served as a Managing Director at William Blair Capital Partners, and from 1987 to 1994, he was Chairman and Chief Executive Officer of Continental Bank Corporation, a bank holding company. Prior to that, Mr. Theobald worked at Citicorp/Citibank from 1960 to 1987, rising to the level of Vice Chairman. He is a director of Anixter International, Inc. (NYSE: AXE), a supplier of electrical apparatus and equipment, Columbia Funds, a mutual fund group, AMBAC Financial Group (NYSE: ABK), a financial guaranty underwriter, and Jones Lang LaSalle Incorporated (NYSE: JLL), a real estate services and investment management firm. Mr. Theobald is also a Life Trustee of Northwestern University. (DOB: May 5, 1937)
BOARD OF DIRECTORS COMMITTEES AND THEIR MEMBERS
Audit and Compliance Committee
Ronald G. Geary, Chairman *
Robert D. Reed *
Sheli Z. Rosenberg *
Nominating and Governance Committee
Sheli Z. Rosenberg, Chairman *
Ronald G. Geary *
James D. Shelton *
Executive Compensation Committee
Jay M. Gellert, Chairman *
Douglas Crocker II *
Thomas C. Theobald *
Investment Committee
Debra A. Cafaro, Chairman
Douglas Crocker II *
James D. Shelton *
Executive Committee
Thomas C. Theobald, Chairman *
Debra A. Cafaro
Douglas Crocker II *
Sheli Z. Rosenberg *
* Indicates outside, independent directors.

