Board and Committees
The Ventas Board of Directors consists of eleven members. The Board has five committees: the Audit and Compliance Committee (responsible for independent audits and management controls), the Nominating and Corporate Governance Committee (responsible for nominating director candidates and corporate governance matters), the Executive Compensation Committee (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 eight meetings during 2015. In addition, there were four meetings of the Audit Committee, six meetings of the Compensation Committee, three meetings of the Nominating Committee, three meetings of the Investment Committee and no meetings of the Executive Committee.
In 2015, each non-employee director received a retainer of $22,500 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 2016, each non-employee Board member received a grant of shares of restricted stock or restricted stock units, at his or her prior election, having an aggregate value equal to $150,000.
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 five executive officers beneficially owned an aggregate of approximately 3.7 million shares (including all unexercised options), or 1.1 percent of outstanding shares, as of March 14, 2016. See Minimum Stock Ownership Guidelines.