Career Opportunities

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  • Senior Management

    Senior Management

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  • Board of Directors

    Debra A. Cafaro (Chairman and CEO)

    Douglas Crocker II (Presiding Director)

    Ronald G. Geary

    Jay M. Gellert

    Richard I. Gilchrist

    Matthew J. Lustig

    Douglas M. Pasquale

    Robert D. Reed

    Sheli Z. Rosenberg

    Glenn J. Rufrano

    James D. Shelton

     

    

     

    1st Row: Glenn J. Rufrano, Douglas Crocker II, Debra A. Cafaro
    2nd Row: Douglas M. Pasquale, Sheli Z. Rosenberg, Ronald G. Geary
    3rd Row: Thomas C. Theobald (retired), Richard I. Gilchrist, Matthew J. Lustig, Robert D. Reed
    4th Row: Robert D. Paulson (retired), Jay M. Gellert, James D. Shelton

     

    Board and Committees

    The Ventas Board of Directors consists of eleven members. The Board has five committees: Audit and Compliance (responsible for independent audits and management controls), the Nominating and Corporate Governance Committee (responsible for nominating director candidates 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 Company's investment/divestiture transactions) and the Executive Committee (responsible for directing selected business affairs of the Company during intervals between general board meetings).

    Board of Director Meetings

    The Board held a total of nine meetings during 2012. In addition, there were four meetings of the Audit Committee, five meetings of the Compensation Committee, nine meetings of the Nominating Committee, seven meetings of the Investment Committee and no meetings of the Executive Committee.

    Board Compensation

    Cash Compensation

    In 2012, each non-employee director received a retainer of $18,750 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

    On January 1 of 2012, each non-employee Board member received 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, and a grant of shares of restricted stock or restricted stock units, at his or her prior election, 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. In 2012, the Board approved changes to the equity-based compensation paid to our non-employee directors to eliminate the stock option component of the annual equity grant, thereby resulting in the annual restricted stock or restricted stock unit grant having an aggregate value of $100,000 beginning in 2013.

    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 on January 1st of that year.

    Stock Ownership by Board Members and Executive Officers

    As a group, the Ventas Board of Directors and its six executive officers beneficially owned an aggregate of approximately 3.7 million shares (including all unexercised options), or 1.3 percent of outstanding shares, as of March 18, 2013. See Minimum Stock Ownership Guidelines.

     

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