Board of Directors
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.
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.
Debra A. Cafaro
Debra A. Cafaro has served as our Chief Executive Officer since 1999 and as Chairman of the Board of Directors since 2003.
Under Ms. Cafaro’s leadership, Ventas’s market capitalization rose to $20 billion from $200 million during her first year at the Company (1999-2000). The Company’s compound annual total shareholder return (TSR) was 32 percent for the thirteen year period ended 12/31/12. Additionally, Ventas was named the top performing publicly traded financial company for the first decade of this century. In 2013, Fortune Magazine ranked Ventas as the third most admired real estate company in the world.
Ms. Cafaro was selected as one of the Top 50 Women in World Business by the Financial Times, and one of the 100 Most Influential People in Healthcare by Modern Healthcare. She was also voted by investors and analysts to Institutional Investor’s 2012 and 2011 “All American Executive Team” (top 3 REIT CEOs), Ms. Cafaro has been named Female Leader of the Year by Commercial Property Executive, a Top 25 Women in Healthcare by Modern Healthcare, one of the Top 25 Women in Real Estate by Commercial Property Executive and one of the Women to Watch by Crain’s Chicago Business. Ms. Cafaro was also named by Forbes in 2010 as one of America’s ten best performing CEOs. And, she was a recipient of the Aiming High Award from Legal Momentum, which recognizes remarkable women whose personal leadership has broken new ground for women in business. Additionally, she has been named an Outstanding Woman by National Real Estate Investor magazine; a Woman of Influence by Real Estate Forum; Female Leader of the Year by Commercial Property News; and one of “50 Women to Watch” by the Wall Street Journal.
Ms. Cafaro is a former Chair of the National Association of Real Estate Investment Trusts (NAREIT), the worldwide representative voice for REITs. She is also a member of the Board of Directors of Weyerhaeuser Company (NYSE: WY), where she chairs its Finance Committee and is a member of its Compensation Committee; the Board of Directors of the Real Estate Roundtable; the Board of Directors of the Executives’ Club of Chicago, one of the nation’s oldest and most prestigious business organizations; and World Business Chicago, Chicago’s not-for-profit economic development corporation.
Following her 1982-83 service as a judicial clerk to the Hon. J. Dickson Phillips, United States Court of Appeals for the Fourth Circuit, Ms. Cafaro practiced real estate, corporate and finance law. She also taught real estate transactions and finance from 1988 to 1992 as an Adjunct Professor at Northwestern University Law School. Prior to joining Ventas, Ms. Cafaro was President and a Director of Ambassador Apartments, Inc. (NYSE: AAH), a multifamily REIT.
Ms. Cafaro received her J.D. cum laude in 1982 from the University of Chicago Law School, where she was named its Distinguished Alumna in 2011 and currently serves on its Business Advisory Council, and her B.A. magna cum laude from the University of Notre Dame in 1979.
Douglas Crocker II
DOUGLAS CROCKER II has been a director of Ventas since 1998. Mr. Crocker has been the Chairman and Chief Investment Officer of Pearlmark Multifamily Partners, L.L.C. (formerly known as Transwestern Multifamily Partners, L.L.C.), a commercial real estate firm, since 2006. From 2003 until 2006, he was a principal with DC Partners LLC, a consulting firm. Prior to that, Mr. Crocker was the President, Chief Executive Officer and a trustee of Equity Residential Properties Trust (NYSE: EQR) (“EQR”), a prominent multifamily REIT, from 1993 until 2003, most recently serving as Vice Chairman of the Board. During his more than 40 years of real estate experience, he has previously 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; President, Chief Executive Officer and a director of First Capital Corporation, a sponsor of public limited real estate partnerships; Managing Director of Prudential Securities Inc., a financial services brokerage firm; Chief Executive Officer of McKinley Finance Group, a privately held company involved with real estate, banking and corporate finance; President of American Invesco, the nation’s largest condominium conversion company; and Vice President of Arlen Realty and Development Company, a diversified real estate and retail company. Mr. Crocker is currently a trustee of Acadia Realty Trust (NYSE: AKR), a shopping center REIT, Vice Chairman of the Board of Post Properties, Inc. (NYSE: PPS), a multi-family REIT, and a director of Cypress Sharpridge Investments, Inc. (NYSE: CYS), a specialty finance company that primarily invests in agency residential mortgage-backed securities. Mr. Crocker sits on the Advisory Board of the DePaul University Real Estate School and is a former trustee of DePaul University and the Multifamily Council of the Urban Land Institute, a past Chairman of the National Multi Housing Counsel and a former member of the Board of Governors of NAREIT.
Ronald G. Geary
RONALD G. GEARY has been a director of Ventas since 1998. Mr. Geary is President of Ellis Park Race Course, Inc., a thoroughbred racetrack in Henderson, Kentucky. He served as President of Res-Care, Inc. (formerly NASDAQ: RSCR) ("ResCare"), a provider of residential training and support services for persons with developmental disabilities and certain vocational training services from 1990 to 2006 and as its Chief Executive Officer from 1993 to 2006. Before he was named Chief Executive Officer, Mr. Geary was Chief Operating Officer of ResCare from 1990 to 1993. Mr. Geary also served as a director of ResCare from 1990 to 2010, most recently serving as Chairman of the Board from 1998 to 2010.
Jay M. Gellert
JAY M. GELLERT has been a director of Ventas since 2001. Mr. Gellert has been President and Chief Executive Officer of Health Net, Inc. (NYSE: HNT) (“Health Net”), an integrated managed care organization that administers the delivery of managed healthcare services, since 1998 and a director of Health Net since 1999. He served as President and Chief Operating Officer of Health Net from 1997 to 1998 and as President, Chief Operating Officer and a director of its predecessor, Health Systems International, Inc. (“HSI”), a health maintenance organization, from 1996 to 1997. Before joining HSI, Mr. Gellert directed strategic advisory engagements for Shattuck Hammond Partners in the area of integrated delivery systems development, managed care network formation and physician group practice integration. He has also previously served as President and Chief Executive Officer of Bay Pacific Health Corporation, Senior Vice President and Chief Operating Officer for California Healthcare System and as an independent consultant. Mr. Gellert is currently a member of the Board of Directors of America’s Health Insurance Plans and the Board of Directors of the Council for Affordable Quality Healthcare (CAQH), serving on its Executive Committee.
Richard I. Gilchrist
RICHARD I. GILCHRIST has been a director of Ventas since 2011. Mr. Gilchrist served as President of The Irvine Company’s Investment Properties Group ("IPG") from 2006 to July 2011, and as a member of the Office of the Chairman. Mr. Gilchrist has served as chief executive and founder of several major public and private REITs and real estate operating companies with investments throughout the United States. In his role as IPG President, Mr. Gilchrist guided all aspects of The Irvine Company’s office, retail, resort and apartment properties in Southern California and Silicon Valley, including development, marketing and management. Mr. Gilchrist now serves as Senior Advisor to The Irvine Company, responsible for acquisitions and other investments. The Irvine Company is a 140-year old privately held company known throughout the world as a best-of-class master planner and long-term owner, investor and operator of a large and diversified real estate portfolio. Prior to joining The Irvine Company, Mr. Gilchrist served as President and Co-Chief Executive of Maguire Properties, Inc., where he oversaw significant growth in the company’s portfolio, through acquisitions and development, and spearheaded its successful initial public offering in 2003. Before joining Maguire Properties, Mr. Gilchrist served as President and Chief Executive Officer of the privately held REIT, Commonwealth Atlantic Properties, where he managed the planning and entitlement of an 11 million square foot mixed-use project. Mr. Gilchrist currently serves as a director of BioMed Realty Trust, Inc. (NYSE: BMR) and a member of the Whittier College Board of Trustees and the UCLA School of Law Board of Advisors. Mr. Gilchrist was also a co-founder and managing partner of CommonWealth Partners, LLC, an advisor and venture partner with the California Public Employees’ Retirement System, and a senior partner of Maguire Thomas Partners, a national real estate developer and operator.
Matthew J. Lustig
MATTHEW J. LUSTIG has been a director of Ventas since 2011. Mr. Lustig is the Chief Executive Officer and a Managing Principal of Lazard Real Estate Partners LLC (“LREP”), a Managing Director of Lazard Alternative Investments LLC, an affiliate of LREP, and Vice Chairman of US Investment Banking and Head of Real Estate at Lazard Frères & Co. LLC. Mr. Lustig also serves as the Chairman of the Board of Atria Senior Living, Inc. In addition, Mr. Lustig is or has been a board member of several public and private portfolio investments of funds managed by LREP or its affiliates. Prior to joining Lazard Frères & Co. in 1989, Mr. Lustig was a First Vice President at Drexel Burnham Lambert and was previously a lending officer with Chase Manhattan Bank, specializing in credit, construction, and real estate finance. Mr. Lustig is a member of various industry organizations and serves on the Boards of Pension Real Estate Association, the Larson Leadership Initiative of the Urban Land Institute, The Wharton School Zell/Lurie Real Estate Center and the Real Estate Advisory Board at Columbia University School of Business. He is also on the Board of Directors of Boston Properties, Inc. (NYSE: BXP), an office property REIT, and the Board of Visitors of the School of Foreign Service at Georgetown University.
Douglas M. Pasquale
DOUGLAS M. PASQUALE has been a director of Ventas since 2011. Mr. Pasquale served as Senior Advisor to our Chief Executive Officer from July 2011 to December 2011, following the closing of our acquisition of Nationwide Health Properties, Inc. (formerly NYSE: NHP) ("NHP"). He served as Chairman of the Board of NHP from 2009 to 2011, as President and Chief Executive Officer of NHP from 2004 to 2011, and served as Executive Vice President and Chief Operating Officer of NHP from 2003 to 2004. Mr. Pasquale was a director of NHP from 2003 to 2011. Mr. Pasquale previously served in various roles (most recently Chairman and Chief Executive Officer) at ARV Assisted Living, Inc., an operator of assisted living facilities, from 1998 to 2003 and concurrently as President and Chief Executive Officer of Atria Senior Living Group, Inc. from April 2003 to September 2003. Mr. Pasquale also served as President and Chief Executive Officer of Richfield Hospitality Services, Inc. and Regal Hotels International-North America, a hotel ownership and management company, from 1996 to 1998, and as its Chief Financial Officer from 1994 to 1996. Mr. Pasquale is a member of the Executive Board of the American Seniors Housing Association (ASHA), a director of Sunstone Hotel Investors, Inc. (NYSE: SHO), a lodging REIT, Alexander & Baldwin, Inc. (NYSE: ALEX), a Honolulu-headquartered ocean transportation, real estate and agribusiness company (and its subsidiary, Matson Navigation Company, Inc.), and Terreno Realty Corporation (NYSE:TRNO), an industrial REIT with a strategic focus in six coastal US markets, and a member of the Board of Trustees of the Newport Harbor Nautical Museum. Mr. Pasquale received his B.S. in Accounting, summa cum laude, and his M.B.A. from the University of Colorado.
Robert D. Reed
ROBERT D. REED has been a director of Ventas since 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 he became a 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. Mr. Reed is currently a director of Metta Fund, a private non-profit foundation.
Sheli Z. Rosenberg
SHELI Z. ROSENBERG has been a director of Ventas since 2001. Ms. Rosenberg joined Skadden, Arps, Slate, Meagher & Flom LLP as Of Counsel in 2011. She was the Vice Chairman of Equity Group Investments, LLC, an investment company, from 2000 to 2003 and its President and Chief Executive Officer from 1999 to 2000. From 1994 to 1999, Ms. Rosenberg served as President, Chief Executive Officer and a director of Equity Group Investments, Inc., an owner, manager and financier of real estate and corporations. She was also a principal in the law firm of Rosenberg & Liebentritt, P.C. from 1980 to 1997. Ms. Rosenberg is currently a director of Equity Life Style Properties (NYSE: ELS), a manufactured home community REIT, Nanosphere, Inc. (NASDAQ: NSPH), a developer, manufacturer and marketer of advanced molecular diagnostics systems, and Strategic Hotels & Resorts, Inc. (NYSE: BEE), a REIT that owns and manages high-end hotels and resorts in the United States, Mexico and Europe. Ms. Rosenberg is the co-founder and former President of the Center for Executive Women at the Kellogg School of Management, and she was an Adjunct Professor at Northwestern University’s J.L. Kellogg Graduate School of Business from 2003 to 2007.
Glenn J. Rufrano
GLENN J. RUFRANO has been a director of Ventas since 2010. Mr. Rufrano has been President and Chief Executive Officer of Cushman & Wakefield, Inc., a privately held commercial property and real estate services company, and a member of its Board of Directors since March 2010. Prior to that, he served as Chief Executive Officer of Centro Properties Group, an Australian-based shopping center company, from 2008 to 2010 and Chief Executive Officer and a director of New Plan Excel Realty Trust (formerly NYSE: NXL) (“Excel Realty”), a commercial retail REIT, from 2000 to 2007, and he was a co-founder of O’Connor Capital Partners. He presently serves on the Board of New York University’s Real Estate Institute.
James D. Shelton
JAMES D. SHELTON has been a director of Ventas since 2008. Mr. Shelton is Chairman of the Board of Legacy Hospital Partners, Inc., a privately held company established to provide essential capital and expertise to not-for-profit hospitals and hospital systems, and non-executive Chairman of the Board of Omnicare, Inc. (NYSE: OCR) ("Omnicare"), a pharmaceutical care provider for the elderly. He also serves as a Senior Advisor to CCMP Capital Advisors, LLC, a private equity firm. From August 2010 to January 2011, he served as interim Chief Executive Officer of Omnicare. Previously, he served as Chief Executive Officer and Chairman of the Board of Triad Hospitals, Inc. (formerly NYSE: TRI) (“Triad”), an owner and manager of hospitals and ambulatory surgery centers, from 1999 until it was sold in July 2007. Before leading the formation and spin-off of Triad from Columbia/HCA Healthcare Corporation (now known as HCA Inc.) (“HCA”), Mr. Shelton was President of the Pacific Group of HCA from 1998 to 1999 and President of the Central Group of HCA from 1994 to 1998. During his more than 30 years of healthcare experience, he has also held various executive positions with National Medical Enterprises (now known as Tenet Healthcare Corporation). Mr. Shelton previously served on the Boards of Optimal IMX Inc., the Federation of American Hospitals and the American Hospital Association.