Danny Prosky
About Danny Prosky
Danny Prosky, age 60, is President and Chief Executive Officer of American Healthcare REIT (AHR) and has served on the board since October 2021; he has been President since January 2015 and previously served as Chief Operating Officer (2015–2021) and Interim CFO (Oct 2015–Jun 2016) . Under his tenure as CEO, AHR listed on the NYSE in February 2024 and delivered cumulative TSR of $226.64 from Feb 9 to Dec 31, 2024 versus $140.07 for its peer group; 2024 Normalized FFO was $184.9 million while reported net loss was $(35.6) million . In February 2025, Prosky was named HREI 2024 Executive of the Year, recognizing his leadership in healthcare real estate .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AHR | Chief Executive Officer; Director | Oct 2021–present | Led transition to public listing; oversees strategy, portfolio optimization |
| AHR | President | Jan 2015–present | Corporate leadership across investment and operations |
| AHR | Chief Operating Officer | Jan 2015–Oct 2021 | Built investment and asset management processes |
| AHR | Interim Chief Financial Officer | Oct 2015–Jun 2016 | Oversaw finance during transition period |
| American Healthcare Investors (AHI) | Founding Principal, Managing Director | Dec 2014–Oct 2021 | Co-sponsored predecessor REITs; investment management leadership |
| Griffin-American Healthcare REIT III (GAHR III) | President & COO; Interim CFO; Director | Jan 2013–Oct 2021 (director Dec 2014–Oct 2021) | Oversaw operations/finance; board governance |
| Griffin-American Healthcare REIT II (GAHR II) | President, COO, Director | Jan 2009–Dec 2014 | Grew healthcare real estate platform |
| Grubb & Ellis Equity Advisors | Executive VP, Healthcare Real Estate | Sep 2009–Nov 2011 | Healthcare real estate investment leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AHR Board of Directors | Director | Oct 2021–present | Not independent; board chaired by Non-Executive Chairman Jeffrey T. Hanson |
| GAHR II, GAHR III | Director | Various (GAHR III Dec 2014–Oct 2021) | Prior public REIT directorships in healthcare real estate |
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $750,000 | $750,000 | $750,000 |
| Bonus (discretionary, individual component) | $225,000 | $225,000 | $225,000 |
| All Other Compensation | $61,855 | $85,189 | $297,768 (401k $8,242; distributions on awards $289,526) |
Notes:
- 2024 base salary unchanged vs 2023; other NEO salaries rose 5–6% .
- Company does not provide tax gross-ups to NEOs; perquisites are not significant .
Performance Compensation
Short-Term Incentive Program (STIP) – Cash
| STIP Element | Threshold | Target | Maximum | Actual Paid FY 2024 |
|---|---|---|---|---|
| Corporate Performance (70% objective metrics) | $86,625 | $525,000 | $787,500 | $787,500 (Non-Equity Incentive) |
| Individual/Strategic (30% discretionary) | N/A | N/A | N/A | $225,000 (Bonus) |
Program design:
- Weighting: 70% objectively evaluated corporate metrics; 30% individual strategic goals .
- Most important performance measures: TSR, Normalized FFO per Share, Net Debt-to-Adjusted EBITDA, Same-Store NOI Growth .
Long-Term Incentive Program (LTIP) – Equity
| Award Type | Grant Date | Shares/Units | Vesting | Performance Metric | Payout Mechanics |
|---|---|---|---|---|---|
| Time-Based RSUs | Mar 25, 2024 | 92,656 | 1/3 annually on Mar 25, 2025/2026/2027, service-based | N/A | N/A |
| Performance-Based RSUs | Mar 25, 2024 | 92,656 target | Cliff vest Q1 2027, service-based | 3-yr relative TSR vs listed healthcare REIT peer group | 50%–200% of target; linear interpolation; 0% below threshold |
| Listing Restricted Shares | Feb 9, 2024 | 222,222 | 25% annually on Feb 9, 2025–2028, service-based | N/A | N/A |
2022–2024 PSU Payouts (modified FFO peer-relative):
| Metric | Threshold | Target | Maximum | Performance Result | Achievement vs Target | Earned RSUs |
|---|---|---|---|---|---|---|
| % change in modified FFO per share vs peers | (250) bps | 0 bps | 250 bps | (67.82) bps | 86.44% of Target | 11,718 earned vs 13,557 target |
Pay mix alignment:
- 82.1% of CEO’s 2024 target pay was performance-based/at-risk; 50% of equity awards are performance-based .
2024 Equity Grant Values:
| Component | Grant Date Fair Value |
|---|---|
| Time-Based RSUs (92,656) | $1,349,998 |
| Performance-Based RSUs (92,656 target) | $1,349,998 (target-level assumption) |
| Listing Restricted Shares (222,222) | $2,915,553 |
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Common shares beneficially owned (as of Mar 27, 2025) | 529,371 |
| OP Units beneficially owned (redeemable 1:1 for common) | 1,268,643 (via AHI Group Holdings; voting/investment power shared with J.T. Hanson and M.B. Streiff) |
| % of outstanding common (ex-OP Units) | <1% |
| Unvested time-based stock/RSUs at 12/31/2024 | 358,444 units; market value $10,186,978 (@ $28.42) |
| Unearned performance RSUs at 12/31/2024 | 193,273 units; payout value $5,492,819 |
| Shares acquired on vesting in 2024 | 29,481 shares; value realized $566,706 |
| Distributions paid on awards in 2024 | $289,526 |
| Hedging/Pledging | Prohibited by insider trading policy |
Notes:
- Beneficial ownership excludes 140,432 unvested time-based RSUs and 342,632 unvested performance-based RSUs for beneficial ownership calculation purposes (performance assumed at max for footnote illustration) .
- Stock ownership guidelines not disclosed in proxy; company highlights alignment via multi-year vesting and prohibition on hedging/pledging .
Employment Terms
Executive Severance and Change-in-Control Economics (as of 12/31/2024):
| Scenario | Severance Payment | Medical Coverage | Time-Based Awards (Accel) | Performance Awards (Accel/Continue) |
|---|---|---|---|---|
| Termination without Cause or Resignation for Good Reason | $3,483,000 | $57,178 | $2,909,185 | $1,405,043 |
| Death or Disability | $1,125,000 | — | $2,909,185 | $1,405,043 |
| Change in Control (no termination) | — | — | $9,853,953 | $3,424,348 (assumes awards not continued/assumed) |
| Termination without Cause/Good Reason within 12 months post-CIC | $4,353,750 | $71,472 | $9,853,953 | $1,405,043 |
Key terms:
- No single-trigger cash severance; clawback policy adopted per NYSE/SEC Rule 10D-1 for incentive compensation upon restatement .
- Medical coverage amounts reflect cost at prior-year levels paid over severance multiple (e.g., 2.5, 2.0, etc.) .
Board Governance
- Role: CEO and director; not independent. Independent committees (Audit, Compensation, Nominating & Corporate Governance) are entirely independent .
- Leadership structure: Non-Executive Chairman (Jeffrey T. Hanson); roles of Chair and CEO are separated; no Lead Independent Director; non-management directors meet in executive sessions at least annually, presided by the Chairman .
- Employee directors receive no additional director compensation; independent director fee schedule published (lead independent premium, committee chairs) and Listing Restricted Shares to non-employee directors vest over four years; Prosky did not receive director equity .
Annual meeting voting (June 25, 2025):
- Director election: Prosky received 116,312,997 For; 959,529 Withheld; 22,564,319 broker non-votes .
- Say-on-pay: 109,297,003 For; 7,525,316 Against; 450,207 Abstained; 22,564,319 broker non-votes (approved) .
- 2025 Manager Equity Plan: 112,586,838 For; 4,273,480 Against; 412,208 Abstained; 22,564,319 broker non-votes (approved) .
Performance & Track Record
| Measure | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Net Loss ($) | (53,269,000) | (73,383,000) | (76,887,000) | (35,600,000) |
| Normalized FFO ($) | 78,153,000 | 131,934,000 | 92,368,000 | 184,922,000 |
| TSR (Value of $100) – Company | N/A | N/A | N/A | 226.64 |
| TSR (Value of $100) – Peer Group | N/A | N/A | N/A | 140.07 |
| CEO “Compensation Actually Paid” ($) | 2,398,043 | 2,343,335 | 2,972,331 | 15,367,346 |
Highlights and initiatives:
- 2024 and 2025 equity capital actions and de-leveraging initiatives were executed under management oversight, including $773 million February 2024 offering, $471 million September 2024 offering tied to acquisition of remaining Trilogy minority interest, and $120 million ATM through year-end 2024; debt paydowns and credit facility amendments improved liquidity and capital structure .
- Recognition: HREI 2024 Executive of the Year awarded to Prosky reflects industry leadership .
Compensation Structure Analysis
- Mix and risk: High share of at-risk pay (82.1% for CEO); equity split 50% performance-based and 50% time-based supports retention and alignment .
- Metrics: Incorporation of both absolute and relative metrics (e.g., Normalized FFO, leverage, same-store NOI, TSR) mitigates gaming and aligns with investor outcomes; 2022–2024 PSU payout at 86.44% of target indicates balanced calibration .
- Governance: Independent comp committee with Ferguson Partners Consulting as advisor; no tax gross-ups; clawback and anti-hedging/pledging policies reduce misalignment risk .
Equity Ownership & Insider Selling Pressure
- Scheduled vesting events create periodic supply: 25% of 222,222 Listing Restricted Shares vest annually each Feb 9, 2025–2028; 1/3 of 92,656 time-based RSUs vest each Mar 25, 2025–2027; cliff vest PSUs in Q1 2027 based on TSR .
- 2024 realized value on vesting was $566,706 on 29,481 shares; distributions on awards totaled $289,526, indicating meaningful equity-based income streams .
- Hedging and pledging are prohibited, reducing forced-selling or misaligned risk-taking; trading policy governs insider sales activity .
Employment Terms
- Severance multiples reflected in quantified scenarios; no single-trigger cash severance; acceleration terms differ for time vs performance awards and for CIC with/without termination .
- Participation in Executive Severance and CIC Plan; standard benefits such as 401(k) matching apply; no garden leave/non-compete details disclosed in proxy .
Board Service History, Committee Roles, and Dual-Role Implications
- Prosky serves as CEO and director; he is not independent under NYSE standards; committee membership (Audit, Compensation, Nominating) is limited to independent directors, reducing dual-role conflicts .
- The board separates Chair and CEO roles with a Non-Executive Chairman (Hanson); there is no Lead Independent Director, but executive sessions of non-management directors are held at least annually, chaired by the Non-Executive Chairman .
- Employee directors receive no extra board pay; independent director fee schedule and equity grants are disclosed, with Prosky excluded from director equity .
Say-on-Pay & Shareholder Feedback
- 2025 advisory vote on NEO compensation approved: 109,297,003 For; 7,525,316 Against; 450,207 Abstained; 22,564,319 broker non-votes .
- 2025 Manager Equity Plan approved: 112,586,838 For; 4,273,480 Against; 412,208 Abstained; 22,564,319 broker non-votes .
Investment Implications
- Alignment: High at-risk pay and TSR-linked PSUs indicate pay-for-performance; clawback, no tax gross-ups, and anti-hedging/pledging policies further align management with shareholders .
- Vesting overhang: Predictable annual vesting (Feb and Mar each year through 2028) plus a PSU cliff in Q1 2027 may create episodic selling pressure or supply; monitor Form 4 filings around these dates and any 10b5-1 plan adoptions .
- CIC sensitivity: Significant acceleration values under change-in-control scenarios (e.g., ~$9.85 million for time-based awards without termination) can influence retention and negotiations in strategic transactions; cash severance increases with CIC-related termination .
- Ownership structure: OP Units at AHI Group Holdings with shared voting/investment power among Prosky, Hanson, and Streiff present potential influence dynamics; beneficial common share ownership is <1% directly, but substantial unvested awards represent future alignment and dilution considerations .
- Performance trajectory: 2024 TSR outperformed peers; Normalized FFO increased significantly post-listing, with capital raises and de-leveraging initiatives strengthening balance sheet—positive for incentive realizations and equity value creation, but continued execution on same-store NOI and leverage metrics remains key to PSU outcomes .