Minimum Stock Ownership Guidelines

Minimum Stock Ownership Guidelines for Executives

In keeping with its policy of implementing best corporate practices, on March 9, 2006, our Board adopted revised minimum share ownership guidelines for executive officers requiring such officers to maintain a minimum equity investment in Ventas based upon a multiple (ranging from three to five times) of each such officer’s base salary. The guidelines provide that executive officers must achieve the minimum equity investment within five years from the date he or she first becomes subject to the guidelines, and until such time, that executive must retain at least 60% of the common stock granted to the executive by us and/or purchased by the executive through the exercise of stock options. Each executive officer’s compliance with the guidelines is reviewed by the Board as of July 1 of each year. All of our executive officers are currently in compliance with the minimum stock ownership guidelines, subject to transition rules.



Minimum Stock Ownership Guidelines for Non-employee Directors

On December 5, 2011, our Board adopted revised minimum share ownership guidelines for non-employee directors. Under these guidelines, each non-employee director must maintain a minimum number of shares of our common stock with a value not less than five times the current annual cash retainer paid to such director for service on our Board (excluding, among other things, any additional retainer paid for committee membership or chairmanship).  Each non-employee director has five years from the date he or she first becomes subject to the guidelines to satisfy the minimum ownership guidelines, and until such time, that director must retain 100% of the common stock or stock units granted to the director as compensation less any shares forfeited by  the director to pay taxes under our Share Withholding Program. Compliance with the guidelines is reviewed by the Board as of July 1 of each year. All of our non-employee directors are currently in compliance with the minimum stock ownership guidelines, subject to transition rules.