Corporate Governance

Corporate Governance

We are committed to maintaining corporate governance practices and policies that are in the best interests of our stockholders. We believe our practices and policies should promote fairness and alignment, accountability of management and the Board of Directors, transparency, sound risk management and delivery of consistent, superior total returns to stockholders. Our total shareholder return of 4,640 percent since 2000 demonstrates our commitment to these principles and our focus on creating and preserving long-term stockholder value.

We follow many best practices in corporate governance. More importantly, our dedication to our stockholders goes beyond rules-based compliance, because we recognize that a formulaic “check-the-box” approach to governance is not sufficient on its own to drive long-term stockholder value. Our approach to governance is embedded in our culture and the way we conduct business; it is also borne out by our superior long-term performance, our relationships with our investors, employees and business partners, and the recognition we receive externally.

Fairness and Alignment

We have a longstanding commitment to responsible corporate governance and executive compensation practices that are fair to, and create alignment with, our stockholders:

  • DO maintain a majority vote standard and director resignation policy for uncontested director elections
  • DO hold annual director elections
  • DO permit proxy access
  • DO maintain Audit, Compensation and Nominating Committees comprised solely of independent directors
  • DO permit stockholders to act by written consent
  • DO hold annual advisory votes on our executive compensation to encourage regular feedback from stockholders
  • DO provide executive officers with the opportunity to earn market-competitive compensation through a mix of cash and equity compensation, with a strong emphasis on performance-based incentive awards.
  • DO align pay and performance by linking a substantial portion of compensation to achievement of pre-established performance metrics that drive stockholder value
  • DO cap payouts for awards under our annual and long-term equity incentive plans
  • DO require executive officers and directors to own and retain shares of our common stock that have significant value to further align interests with our stockholders
  • DO emphasize variable pay and long-term equity incentive awards over fixed pay and cash compensation
  • DO enhance executive officer retention with time-based vesting schedules for equity incentive awards earned for prior-year performance
  • DO enable Board to “claw back” incentive compensation in the event of a financial restatement pursuant to recoupment policy
  • DO prohibit new tax gross-up arrangements under anti-tax gross-up policy
  • DO have a robust peer selection process and benchmark executive compensation to target the median of our comparative group of peer companies
  • DO engage an independent compensation consultant to advise the Compensation Committee on executive compensation matters
  • DO NOT maintain a stockholder rights plan (“poison pill”)
  • DO NOT maintain a classified Board of Directors
  • DO NOT permit executive officers or directors to engage in derivative or other hedging transactions in our securities
  • DO NOT permit executive officers or directors to hold our securities in margin accounts or pledge our securities to secure loans without preapproval by the Audit Committee
  • DO NOT base incentive awards on a single performance metric, thereby discouraging unnecessary or excessive risk-taking
  • DO NOT provide guaranteed minimum payouts or uncapped award opportunities
  • DO NOT have employment agreements with executive officers that provide single-trigger change of control benefits
  • DO NOT provide our Chief Executive Officer with tax gross-ups with respect to payments made in connection with a change of control
  • DO NOT provide executive officers with excessive perquisites or personal benefits
  • DO NOT provide executive officers with pension or retirement benefits other than pursuant to a 401(k) plan
  • DO NOT provide accelerated vesting upon a change of control under the terms of our 2012 Incentive Plan
  • DO NOT reprice underwater stock options

We are fully committed to honesty, fairness and integrity in the conduct of our business. All of our employees, officers and directors are required to comply with our rigorous Global Code of Ethics and Business Conduct, which forms the core of our ethics and compliance programs at Ventas, and our Political Contribution Expenditure and Activity Policy, which memorializes our policies and practices with respect to political contributions and activities by the Company and its personnel.

Our Board of Directors approved amendments to our Code, effective January 1, 2015. These amendments further strengthened our Code by providing:

  • Greater specificity relating to third parties who act on behalf of Ventas;.

  • Enhanced employee reporting obligations;.

  • Expanded anti-retaliation terms;.

  • Greater specificity regarding conflicts of interest; and .

  • Additional guidance on anti-corruption compliance.

Accountability of Management and the Board of Directors

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, the members of our Board 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. They also ensure that we are held to an exemplary standard of performance. Our independent directors, who comprise 90% (9 out of 10) 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:

  • 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; and

  • Authority to call meetings of the independent directors

Transparency and Risk Management

We communicate primarily through our SEC reports, press releases, and supplemental disclosures on our website. In addition to complying with the disclosure obligations applicable to public companies, we voluntarily disclose other information that may be of interest to investors, including quarterly supplemental information and recent investor presentations. In recognition of our efforts, we were named “Best Investor Relations” by Institutional Investor in 2011.

Our website also provides information about our Board of Directors and the corporate governance policies and processes we have established to facilitate effective risk management. Our key governance practices are described in detail in our Guidelines on Governance. Our stakeholders are invited to learn more about our Board of Directors and its oversight role by reading about the members of our Board of Directors and our Board Committee structure, including the charters of our Audit and Compliance Committee, Executive Compensation Committee and Nominating and Corporate Governance Committee. Each of the Audit, Compensation, Nominating and Investment Committees exercises oversight related to the risks associated with the particular responsibilities of that committee.

We further promote transparency by inviting stockholders to communicate directly with our Board of Directors. You can contact our Board by submitting an email to . Or you can contact our Presiding Director or the independent members of our Board as a group by submitting an email to .

We encourage anyone (including employees, contractors, tenants and suppliers) to report in good faith any issues or concerns about potential ethical, legal or regulatory violations, including any issues or concerns regarding our internal controls or our accounting or audit practices, by contacting our Compliance Investigator. For more information, see our Global Code of Ethics and Business Conduct.

Political Contribution, Expenditure and Activity

In accordance with our Political Contribution, Expenditure and Activity Policy, we participate in the political process by contributing prudently to state and local candidates and political organizations when such contributions are permitted by state and local law. Direct corporate contributions to federal candidates and national political party committees are prohibited by law. As a result, we do not make such contributions. In the interest of transparency for our stockholders and other stakeholders, we are making available a list of our corporate contributions to state and local political candidates, political parties and initiatives. This list will be updated and posted to this website semi-annually.