Board of Directors

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.

Committees of the Board of Directors

Audit and Compliance Committee

Robert D. Reed, Chairman*
Walter C. Rakowich*
Glenn J. Rufrano*

Nominating and Corporate Governance Committee

James D. Shelton, Chairman*
Melody C. Barnes*
Richard I. Gilchrist*

Executive Compensation Committee

Jay M. Gellert, Chairman*
Richard I. Gilchrist*
Roxanne M. Martino*
James D. Shelton*

Investment Committee

Richard I. Gilchrist, Chairman*
Debra A. Cafaro
Jay M. Gellert*
Matthew J. Lustig*
Douglas M. Pasquale*

Executive Committee

James D. Shelton, Chairman*
Debra A. Cafaro
Jay M. Gellert*
Matthew J. Lustig*
Robert D. Reed*



* Indicates outside, independent directors.

Board Compensation

Cash Compensation

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.

 

Senior Management

Debra A. Cafaro

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Chairman and Chief Executive Officer

DEBRA A. CAFARO has served as Ventas’s Chief Executive Officer since 1999 and as Ventas’s Chairman of the Board of Directors since 2003. Under Ms. Cafaro’s leadership, Ventas’s market capitalization rose to $26 billion from $200 million. The Company’s compound annual total shareholder return (TSR) has exceeded 25 percent since January 1, 2000.

In 2016, Forbes named Ms. Cafaro as one of the 100 “World’s Most Powerful Women,” the Harvard Business Review recognized Ms. Cafaro as one of the top 50 “Best-Performing CEOs in the World” (3rd consecutive year), Modern Healthcare listed her as one of the “100 Most Influential People in Healthcare” (3rd time) and Real Estate Forum identified her as one of “The 70 Elite” real estate executives who shaped the industry for the past 70 years. She was also named by GlobeSt.com as one of nine “Game-Changers” in commercial real estate since 2000, and by Crain’s Chicago Business as one of the “Most Powerful Women in Business.” CNBC Mad Money host Jim Cramer listed Cafaro as one of the “Bankable 21” CEOs in Get Rich Carefully. Cafaro was voted numerous times, most recently for 2017, to Institutional Investor’s “All America Executive Team” and Modern Healthcare’s “Top 25 Women in Healthcare” and was selected as one of the “Top 50 Women in World Business” by the Financial Times.

Ms. Cafaro serves on the Executive Committee of the Boards of the Real Estate Roundtable and the Economic Club of Chicago. She is an owner and member of the Management Committee of the Pittsburgh Penguins, a National Hockey League team. Ms. Cafaro is also a member of the Boards of University of Chicago, Chicago Infrastructure Trust, Executives’ Club of Chicago, Chicago Symphony Orchestra and World Business Chicago. In 2010, Ms. Cafaro served as Chair of the National Association of Real Estate Investment Trusts (NAREIT), where she was honored with NAREIT’s Industry Leadership Award. She served on the Board of Directors of the Weyerhaeuser Company (NYSE: WY) from 2007-2016. She is a member of the Business Council.

Prior to joining Ventas, Ms. Cafaro was President and a Director of Ambassador Apartments, Inc., a practicing lawyer for 13 years and a judicial clerk for the Hon. J. Dickson Phillips, U.S. Court of Appeals for the Fourth Circuit in 1982-83.

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 her B.A. magna cum laude from the University of Notre Dame in 1979.

Melody C. Barnes

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Director

MELODY C. BARNES joined the Ventas Board of Directors in 2014. Ms. Barnes is the Co-Founder and Principal of MB Squared Solutions LLC, a domestic policy strategy firm, and Chair of the Aspen Institute Forum for Community Solutions. Since 2012, she has also served as Vice Provost, Global Student Leadership Initiatives and a Senior Fellow at the Robert F. Wagner School of Public Service at New York University. Ms. Barnes currently serves as a director of Booz Allen Hamilton Inc. (NYSE: BAH). From January 2009 to January 2012, Ms. Barnes served in the White House as Director of the Domestic Policy Council. In this role, she provided policy and strategic advice to President Obama and coordinated the domestic policy-making process for his administration. Before joining the White House, she served as the Senior Domestic Policy Advisor for then-Senator Obama’s 2008 presidential campaign. Ms. Barnes was the Executive Vice President for Policy at the Center for American Progress from 2005 to 2008 and a Senior Fellow at the Center for American Progress from 2003 to 2005, and prior to that she was a principal in the Raben Group LLC. She also served as Chief Counsel to Senator Edward M. Kennedy on the Senate Judiciary Committee from 1998 to 2003 and General Counsel for Senator Kennedy from 1995 to 1998.

Jay M. Gellert

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Director

JAY M. GELLERT has been a director of Ventas since 2001. Mr. Gellert was President and Chief Executive Officer of Health Net, Inc. (formerly NYSE: HNT) (“Health Net”), an integrated managed care organization that administers the delivery of managed healthcare services, from 1998 until its merger with Centene Corporation in 2016. 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.

Richard I. Gilchrist

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Director

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 Chairman of the Board and Chair of the Nominating and Governance Committee of TIER REIT, Inc. (OTC:TIER) the lead director of Spirit Realty Capital, Inc. (NYSE: SRC) and a director and Chairman of the Affiliate Transaction Committee of Blackstone Real Estate Income Trust, Inc., a non-traded REIT. Mr. Gilchrist is 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

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Director

MATTHEW J. LUSTIG has been a director of Ventas since 2011. Mr. Lustig is Managing Partner of North America Investment Banking and Head of Real Estate, Gaming and Lodging at Lazard Frères & Co. LLC. He also heads the real estate private equity successor entities of Lazard as a Managing Director of LA1 Partners LLC (“LA1”). From May 2011 to December 2012, Mr. Lustig also served as 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 LA1 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.

Roxanne M. Martino

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Director

ROXANNE M. MARTINO has been a director of Ventas since 2016. Ms. Martino is the Managing Partner of OceanM19. From 1990 to 2016, Ms. Martino led Aurora Investment Management L.L.C. (“Aurora”) and its predecessor companies, including acting as CEO, Partner, and Chair of the Investment Committee. Over nearly three decades, Ms. Martino built the Chicago firm into one of the largest managers in the fund-of-funds industry, managing $14 billion at Aurora's peak. In 2012 Aurora won Hedge Funds Review’s Best Diversified Fund of Hedge Funds over 10 years. Prior to joining Aurora, Ms. Martino was a General Partner of Grosvenor Capital Management. She began her career at Coopers & Lybrand, now PwC, where she was a senior manager focusing on the commodities and securities areas. Ms. Martino received a Bachelor of Business Administration from the University of Notre Dame in 1977 and a Master of Business Administration from the University of Chicago in 1988. Ms. Martino is the Co-chair of the Business Council at the University of Chicago’s Booth School of Business, Vice-Chair of the Board and Chairperson of the Investment Committee of Ann & Robert H. Lurie Children’s Hospital of Chicago and on the Board of The Economics Club of Chicago. For over 25 years, she has been a Director of Thresholds, a Chicago based not-for-profit psychiatric rehabilitation organization. In 2015, Ms. Martino was an inaugural inductee into the InvestHedge Hall of Fame and was recognized as one of “50 Leading Women in Hedge Funds,” by the Hedge Fund Journal and was honored by DePaul University as the “DePaul University Financial Executive of the Year” based on her lifetime of professional achievement.

Douglas M. Pasquale

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Director

DOUGLAS M. PASQUALE has been a director of Ventas since 2011. Mr. Pasquale is the Chief Executive Officer of Capstone Enterprises Corporation, an investment and consulting firm that he founded in January 2012. Prior to that, 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 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 director of Sunstone Hotel Investors, Inc. (NYSE: SHO), a lodging REIT, Alexander & Baldwin, Inc. (NYSE: ALEX), a Honolulu-headquartered real estate and agribusiness company, DineEquity, Inc. (NASDAQ: DIN), an owner, operator and franchisor of restaurants, 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 ExplorOcean. Mr. Pasquale received his B.S. in Accounting, summa cum laude, and his M.B.A. from the University of Colorado.

Walter C. Rakowich

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Director

WALTER C. RAKOWICH has been a director of Ventas since 2016. Mr. Rakowich served as Chief Executive Officer of Prologis (NYSE: PLD) from November 2008 through June 2011, when Prologis and AMB Property Corporation merged. Following the merger, he served as co-CEO of Prologis until December 31, 2012, when he retired. Before becoming CEO, Mr. Rakowich held a number of senior management positions at Prologis, including managing director and chief financial officer and president and chief operating officer. He served on the Prologis Board from January 2005 through December 2012. Prior to joining Prologis, Mr. Rakowich was a partner and principal with real estate provider Trammell Crow Company. He began his career at Price Waterhouse. He received his MBA from Harvard Business School and a BS, with distinction, from Pennsylvania State University. Mr. Rakowich is a member of the Board of Directors of Host Hotels & Resorts, Inc. (NYSE: HST), where he is the company’s Lead Independent Director and Chairman of the Nominating and Governance Committee, and Iron Mountain Inc. (NYSE: IRM), where he is Chairman of the Audit Committee. He also serves on the Board of the Global Food Exchange. He was appointed to the Board of Trustees at The Pennsylvania State University in 2014 and serves as Chairman of the University Board’s Audit and Risk Committee. He is also Chairman of the Board of Colorado UpLift and a Board member of the Alliance for School Choice in Education.

Robert D. Reed

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Director

ROBERT D. REED has been a director of Ventas since 2008. Mr. Reed was Senior Vice President and Chief Financial Officer of Sutter Health, a family of not-for-profit hospitals and physicians organizations in northern California, until his retirement on January 1, 2015. 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 presently serves on the board of Metta Fund, a private non-profit foundation.

Glenn J. Rufrano

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Director

GLENN J. RUFRANO has been a director of Ventas since 2010. Mr. Rufrano was appointed Chief Executive Officer and director of VEREIT, Inc. (NYSE: VER) effective April 1, 2015. Prior to that, Mr. Rufrano served as Chairman and Chief Executive Officer of O’Connor Capital Partners from November 2013 through March 2015. Previously, Mr. Rufrano was 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 from March 2010 to June 2013. 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

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Presiding Director

JAMES D. SHELTON has been a director of Ventas since 2008. Mr. Shelton is currently a director of Envision Healthcare Holdings, Inc. (NYSE: EVHC) a company that offers physician-led healthcare-related services. From August 2010 to January 2011, he served as interim Chief Executive Officer of Omnicare, Inc. (NYSE: OCR) ("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 as non-executive Chairman of the Board of Omnicare and on the Boards of Optimal IMX Inc., the Federation of American Hospitals and the American Hospital Association.