VENTAS REIT INC (VTR)
Sector: Real Estate
2026 Annual Meeting Analysis
VENTAS REIT INC · Meeting: May 13, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
No overboarding, no attendance issues, and VTR's 3-year price return of +110.8% outpaces the S&P 500 (^GSPC) by +51.2pp, well below the 65pp threshold required to trigger a negative vote for strong-positive absolute TSR periods.
Director since 2024 — less than 24 months of tenure — so he is exempt from the TSR underperformance trigger; no overboarding or other concerns identified.
As CEO and director, she is subject to the same TSR trigger as all other directors; VTR outperforms ^GSPC by +51.2pp over 3 years, which is below the 65pp threshold needed to fire the trigger, so no negative vote applies; she holds one outside public company board seat (PNC), within the two-seat limit for sitting CEOs.
Director since 2022 with strong relevant experience; VTR's outperformance vs. ^GSPC does not meet the trigger threshold, and no overboarding or attendance concerns are present.
Director since 2011 with deep real estate expertise; holds one outside public company board seat (Boston Properties); VTR's +51.2pp gap vs. ^GSPC is below the 65pp trigger threshold.
Lead Independent Director since 2024 with extensive investment and financial experience; no outside public company board seats; TSR trigger does not apply.
Director since 2020; serves as CEO of Equity LifeStyle Properties, holding one outside public company board seat within the two-seat CEO limit; VTR TSR gap vs. ^GSPC is below the trigger threshold.
Director since 2019; serves as CEO of Taysha Gene Therapies and holds no additional outside public company board seats beyond that role; TSR trigger does not apply given VTR's strong relative performance.
Director since 2016 with extensive REIT and finance experience; holds two outside public company board seats (Host Hotels, Iron Mountain), within the four-seat limit for non-executive directors; TSR trigger does not apply.
Director since 2024 — less than 24 months of tenure — exempt from the TSR underperformance trigger; no overboarding or other concerns identified.
Director since 2022; serves as CEO of Realty Income Corporation, holding one outside public company board seat within the two-seat CEO limit; VTR's TSR outperformance vs. ^GSPC does not meet the trigger threshold.
Director since 2021; holds one outside public company board seat (Halliburton), within the four-seat limit; serves as CEO of a private mutual company (Health Care Service Corporation), which does not count as a public company board seat; TSR trigger does not apply.
All 12 director nominees pass the policy screens. VTR's 3-year price return of +110.8% outperforms the ^GSPC benchmark by +51.2pp, which is below the 65pp threshold required for a strong-positive-TSR company to trigger a negative vote. Two directors (Bigman, Rodriguez) joined within the past 24 months and are exempt from the TSR screen. No director exceeds overboarding limits, and all directors attended more than 75% of meetings in 2025. The vote determination is FOR all 12 nominees.
Say on Pay
✓ FORCEO
Debra A. Cafaro
Total Comp
$17,501,073
Prior Support
88%%
CEO total compensation of $17.5 million is substantial but reflects a large-cap S&P 500 REIT with a $39.6 billion market cap and strong 2025 performance, including 35% total shareholder return that roughly doubled the S&P 500 (^GSPC). The pay structure is well-designed: over 90% of the CEO's pay is variable or at-risk, with long-term stock awards (performance share units) comprising the largest share and tied to multi-year relative TSR and financial metrics, meaning executives only earn above-target payouts when shareholders also do well. The program received 88% shareholder support at the 2025 annual meeting, indicating broad investor satisfaction, and there are no red flags such as guaranteed bonuses, missing performance conditions, or an absent clawback policy.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
11 yrs
Audit Fees
$4,537,415
Non-Audit Fees
$2,900
KPMG has served as Ventas's auditor since July 2014, a tenure of approximately 11 years — well below the 25-year threshold that would trigger a negative vote. Non-audit fees of $2,900 represent a negligible fraction (less than 0.1%) of audit fees of $4,537,415, far below the 50% ratio that would raise independence concerns. KPMG is a Big 4 firm appropriate for a $39.6 billion market cap company, and no material financial restatements are disclosed.
Overall Assessment
The 2026 Ventas annual meeting ballot contains three proposals: election of 12 directors, an advisory vote on executive compensation, and ratification of KPMG as auditor. All three proposals receive a FOR vote determination — the director slate has no overboarding or TSR trigger concerns given VTR's strong outperformance vs. the ^GSPC benchmark, the executive compensation program is heavily performance-linked with strong shareholder support, and the auditor relationship is clean with negligible non-audit fees and a tenure well below the policy threshold.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing