Brian Flornes
About Brian J. Flornes
Independent director of American Healthcare REIT (AHR) since February 2016; age 61; member of the Audit Committee and current chairman of the Nominating & Corporate Governance (NCG) Committee. Former co-founder and CEO of Vintage Senior Living with 30+ years operating, acquiring, developing, and financing senior housing; B.A. (Communication) and M.B.A. from Loyola Marymount University; member of the World Presidents’ Organization. The proxy notes his specialized experience in healthcare real estate and senior housing operations as core credentials for AHR’s board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vintage Senior Living | Co-Founder; Co-CEO (1998–Jun 2010); CEO (Jun 2010–Sep 2018) | 1998–2018 | Led acquisition/development/financing of 8,000+ senior living units across 11 states |
| Joint Venture with major U.S. pension fund (senior living) | JV lead/partner | Since Feb 2006 | Acquired 19 communities; NAV >2.5x invested capital |
| AHR Special Committee | Member | Oct 2020–Oct 2021 | Oversight on special/conflict matters |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Senior Housing Association | Member (past) | Not disclosed | Industry association participation |
| California Assisted Living Association | Board member (past) | Not disclosed | Sector advocacy/standards |
| World Presidents’ Organization | Member | Not disclosed | Executive leadership network |
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent under NYSE rules; AHR has a majority-independent board; committees (Audit, Compensation, NCG) fully independent |
| Committees | Audit Committee (member); NCG Committee (Chair) |
| Committee activity | Audit Committee held 5 meetings in 2024; NCG Committee held 3 meetings in 2024 |
| Board meetings & attendance | Board held 9 meetings in 2024; each incumbent director attended at least 75% of aggregate Board and committee meetings served |
| Annual meeting attendance | All directors attended the most recent annual meeting |
| Lead independent director | AHR does not maintain a lead independent director (non-management executive sessions are presided over by the non-executive Chair) |
| NCG Chair start date (note) | Director bio states NCG Chair since Oct 2021; committee section states since June 2023 (proxy contains both references) |
| Governance policies | Corporate Governance Guidelines; Code of Ethics; Whistleblower; Insider Trading Policy; Clawback; Related Party Transactions Policy |
| Conflicts oversight | NCG oversees conflicts and related-party matters; directors with interests recuse from related-party votes |
Fixed Compensation (Director pay)
| Element | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $102,500 (reflects committee roles) |
| All Other Compensation | $21,923 (distributions on stock awards) |
| Total Director Compensation | $316,582 (cash + equity fair value + distributions) |
Director cash fee schedule (2024): Audit Committee: Chair $20,000; Member $5,000. Compensation Committee: Chair $12,500. Nominating & Corporate Governance Committee: Chair $12,500. Lead Independent Director: $100,000. (Independent directors reimbursed for meeting expenses.)
Performance Compensation (Equity and vesting)
| Grant/Instrument | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Listing Equity Award (restricted stock) | Feb 9, 2024 | 7,407 shares (to each non-employee director other than CEO/Director Prosky) | Included in 2024 “Stock Awards” $192,159 | 25% on each of the first four anniversaries of 2/9/2024 (service-based) | Director equity aligns with shareholders; no performance-based director equity disclosed |
| Nonvested restricted common stock (as of 12/31/2024) | — | 11,017 shares | — | — | Aggregate nonvested shares held by each non-employee director, incl. Mr. Flornes |
Notes: AHR’s executive PSU program uses 3-year relative TSR vs. a healthcare REIT peer set; no performance-conditioned equity is disclosed for directors. Hedging and pledging of AHR securities are prohibited by policy.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Flornes |
| Prior public company boards | None disclosed for Mr. Flornes |
| Non-profit/industry boards | California Assisted Living Association (past); American Senior Housing Association member |
| Interlocks with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Senior housing operations, real estate acquisition/development/financing, and healthcare real estate domain expertise (30+ years).
- Education: B.A. (Communication) and M.B.A., Loyola Marymount University.
- Executive network: World Presidents’ Organization.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common) as of Mar 27, 2025 | 27,384 shares (<1.0%) |
| OP Units | None |
| Shares pledged | None of the disclosed shares have been pledged as security |
| Ownership guidelines | Corporate Governance Guidelines set minimum stock ownership requirements for directors (specific multiples not disclosed) |
| Hedging/pledging policy | Hedging and pledging of AHR securities prohibited for directors/officers |
Governance Assessment
- Strengths: Independent director with sector-operating depth; chairs NCG (conflict oversight, board refreshment, ESG oversight) and serves on Audit, supporting risk/control oversight. Board/committee independence, clawback policy, and anti-hedging/pledging strengthen alignment and oversight.
- Attendance/engagement: Board met 9 times in 2024 and Audit/NCG met 5/3 times; all incumbents met at least the 75% attendance threshold and attended the annual meeting—baseline engagement satisfied (individual attendance rates not disclosed).
- Compensation alignment: 2024 director pay mix tilted to equity (service-vested restricted stock) with multi-year vesting; cash fees reflect committee responsibilities (NCG Chair + Audit member). No director performance-conditioned equity disclosed, which is typical in REITs.
- Shareholder signals (director elections): Notable withhold in 2024 (For: 37,035,533; Withheld: 36,910,722), improving in 2025 (For: 100,685,107; Withheld: 16,587,419), but still among higher withholds—an investor-sentiment flag to monitor.
- Say-on-pay support (company-wide): Advisory say-on-pay approved—2024 meeting For: 71,399,556 vs. Against: 1,871,807; 2025 meeting For: 109,297,003 vs. Against: 7,525,316—broad support for pay program.
- Conflicts/related-party: No related-party transactions disclosed involving Mr. Flornes; RPT oversight sits with NCG with recusal requirements; directors were subject to IPO-related lock-ups in 2024.
- RED FLAGS: Elevated director withhold in 2024 (improved in 2025 but remains higher than peers); minor inconsistency in proxy regarding NCG chair start date (Oct 2021 vs. June 2023). Monitor future votes and disclosures for clarity.
Appendix: Director Election Vote Detail (Signal Tracking)
| Year | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| 2024 Annual Meeting (Nov 7, 2024) | 37,035,533 | 36,910,722 | 33,651,003 |
| 2025 Annual Meeting (Jun 25, 2025) | 100,685,107 | 16,587,419 | 22,564,319 |