Gabriel Willhite
About Gabriel Willhite
Gabriel M. Willhite (age 44) is Chief Operating Officer of American Healthcare REIT (AHR), a role he has held since August 2022 after serving as EVP & General Counsel (Oct 2021–Aug 2022) and Assistant General Counsel – Transactions (Jan 2020–Oct 2021); previously he held legal and transactional roles at Sabal Financial (an Oaktree subsidiary) and Greenberg Traurig . He holds a B.A. in Political Science and Communication from USC and a J.D. from the University of Minnesota Law School, and is a member of the California Bar . Company performance in 2024 included Normalized FFO per diluted share of $1.41, 17.7% total portfolio Same-Store NOI growth, ISHC and SHOP Same-Store NOI growth of 23.8% and 52.8% respectively, and a reduction of Net Debt-to-Adjusted EBITDA from 8.5x to 4.3x; AHR’s TSR from listing (2/9/24) through 12/31/24 was $226.64 on a $100 base .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| American Healthcare REIT (AHR) | Chief Operating Officer | Aug 2022–present | Oversees portfolio operations; chaired Cybersecurity Incident Management Team; led ISHC growth initiatives and Trilogy integration . |
| AHR | EVP & General Counsel | Oct 2021–Aug 2022 | Led legal function; supported capital markets and strategic transactions . |
| AHR | Assistant General Counsel – Transactions | Jan 2020–Oct 2021 | Managed acquisitions, financings, JV and disposition transactions . |
| American Healthcare Investors (affiliate) | Senior roles incl. SVP/Asst. GC – Transactions | Apr 2016–Oct 2021 | Supported portfolio deals and corporate legal matters . |
| Sabal Financial (Oaktree subsidiary) | Legal Counsel | Nov 2012–Apr 2016 | Oversaw portfolio acquisitions, financings/JVs, dispositions, workout transactions . |
| Greenberg Traurig | Associate (Transactional) | Pre-2012 | Transactional legal experience (real estate/finance) . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Trilogy (Trilogy REIT Holdings/Trilogy Management ecosystem) | Director (since Oct 2020), Chairman since Aug 2023 | 2020–present | Governance and strategic oversight of AHR’s largest investment; key to ISHC growth and integration . |
Fixed Compensation
- 2024 and 2023 base salary; STIP opportunity unchanged from 2023 (100% target, 50% threshold, 150% max); 2024 payout at 135% of target.
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 384,000 | 425,000 | 450,000 |
| Target Bonus (% of salary) | — | 100% | 100% |
| Threshold / Max Bonus (% of salary) | — | 50% / 150% | 50% / 150% |
| 2024 Cash Bonus Payout ($) | — | — | 607,500 (135% of target) |
Notes:
- 2024 “Bonus” ($135,000) reflects discretionary/individual component; $472,500 reflects formulaic corporate component under STIP, totaling $607,500 .
Performance Compensation
2024 Short-Term Incentive Program (STIP) – Corporate Metrics and Results
| Metric | Weight | Threshold | Target | Maximum | Actual 2024 | Payout vs metric |
|---|---|---|---|---|---|---|
| Normalized FFO per Share | 34% | $1.19 | $1.22 | $1.25 | $1.41 | Maximum |
| Net Debt-to-Adjusted EBITDA | 33% | 6.5x | 6.2x | 5.9x | 4.3x | Maximum |
| Same-Store NOI Growth (YoY) | 33% | 5.5% | 6.5% | 7.5% | 17.7% | Maximum |
- Individual component assessed at target for all NEOs; Willhite’s total STIP paid at 135% of target .
Long-Term Incentives (LTI)
- Program shift in 2024 to 50% performance-based RSUs and 50% time-based RSUs (from 25% performance-weighted in 2023); performance metric changed from modified/normalized FFO to three-year relative TSR vs a healthcare REIT peer set, vesting in Q1 2027 (50–200% of target; 0% below threshold) .
| 2024 Equity Awards | Time-Based RSUs (#) | Performance-Based RSUs (#, target) | Grant Date Value ($) |
|---|---|---|---|
| Gabriel M. Willhite | 29,170 | 29,170 | 850,014 |
- One-time Listing Equity Awards granted 2/9/24, vesting ratably over four years; Willhite received 125,926 restricted shares (grant-date value $1,652,149) .
- 2022–2024 Performance Cycle: Willhite earned 2,197 performance-based RSUs (vs. 2,542 target) at 86.44% of target based on relative modified FFO performance; vested in Q1 2025 subject to service .
Vesting Schedules and Key Dates
- Time-based RSUs (3/25/24 grant): 1/3 annually on 3/25/25, 3/25/26, 3/25/27 (service-based) .
- Performance-based RSUs (2024 grant): cliff vest in Q1 2027 based on 3-year relative TSR (service-based through vest date) .
- Listing Equity Awards (2/9/24 grant): 25% annually each 2/9/25–2/9/28 (service-based) .
Equity Ownership & Alignment
| Ownership metric | Value |
|---|---|
| Beneficial ownership (common shares), 3/27/25 | 147,426 shares; <1% of outstanding |
| Unvested time-based equity at 12/31/24 | 170,829 shares; MV $4,854,960 (at $28.42) |
| Unearned performance-based equity at 12/31/24 | 61,723 target shares; MV $1,754,168 (at $28.42) |
| Additional unvested awards (prospectively disclosed) | Excludes 42,662 time-based and 104,768 performance-based shares at max (footnote disclosure) |
| Hedging/Pledging | Prohibited for directors and executive officers |
| Clawback | NYSE/SEC-compliant clawback adopted upon listing |
| Ownership guidelines | Corporate Governance Guidelines set minimum stock ownership requirements for officers/directors (multiples not disclosed) |
Vesting-related supply considerations: Four-year Listing Equity Awards vest annually each Feb 9, 2025–2028; time-based RSUs vest annually each Mar 25, 2025–2027; performance RSUs cliff vest in Q1 2027, subject to performance and service .
Employment Terms
- Executive Severance and Change in Control Plan: COO multiple 1.5x salary+3-year average bonus on termination without cause or resignation for Good Reason; 2.0x under double-trigger within 12 months post-Change in Control; pro-rata/continued treatment of performance awards and partial acceleration for time-based awards; COBRA continuation/reimbursement during severance period; death/disability benefits equal to 0.5x salary plus pro-rated target bonus and partial vesting .
- Hedging/pledging prohibited; lock-up agreements associated with 2024 offerings expired on Aug 5, 2024 (IPO) and Nov 17, 2024 (follow-on) .
| Potential payments (had event occurred 12/31/24) | Amount ($) |
|---|---|
| Termination without Cause / Good Reason – Severance payment | 1,534,650 |
| Termination without Cause / Good Reason – Medical coverage | 140 |
| Termination without Cause / Good Reason – Accelerated vesting of time-based awards | 1,363,364 |
| Termination without Cause / Good Reason – Accelerated/continued vesting of performance awards | 424,993 |
| Death or Disability – Severance payment | 675,000 |
| Death or Disability – Accelerated vesting of time-based awards | 1,363,364 |
| Death or Disability – Accelerated/continued vesting of performance awards | 424,993 |
| Change in Control without termination – Accelerated vesting of time-based awards | 4,792,521 |
| Change in Control without termination – Performance awards (assumed not continued) | 1,084,801 |
| Double-trigger (CIC + termination) – Severance payment | 2,046,200 |
| Double-trigger (CIC + termination) – Medical coverage | 187 |
| Double-trigger (CIC + termination) – Accelerated vesting of time-based awards | 4,792,521 |
| Double-trigger (CIC + termination) – Accelerated/continued vesting of performance awards | 424,993 |
Performance & Track Record
- 2024 contributions: Drove significant NOI growth across ISHC (+23.8% Same-Store NOI) and SHOP (+52.8% Same-Store NOI); led investor outreach and materials for the February 2024 offering; chaired Trilogy board, completed purchase of remaining minority interest; oversaw ISHC portfolio expansions; led cybersecurity enhancements; improved HR programs and launched the Employee Stock Purchase Plan .
- Company-wide 2024 outcomes: $1.41 Normalized FFO per diluted share; portfolio Same-Store NOI growth of 17.7%; ISHC +23.8% and SHOP +52.8% Same-Store NOI growth; Net Debt-to-Adjusted EBITDA reduction from 8.5x to 4.3x; three equity raises totaling $1.36B gross proceeds; Trilogy minority buy-in for $258M; expanded and extended credit facility .
- TSR post-listing: Company TSR $226.64 (vs peer group $140.07) from 2/9/24 to 12/31/24; “Compensation Actually Paid” increased alongside TSR and Normalized FFO emphasis in design .
Compensation Structure Analysis
- Mix and risk: Significant increase in performance orientation in 2024 LTI (50% performance RSUs vs 25% in 2023), with new three-year relative TSR metric replacing prior NFFO-based awards; time-based RSUs remain three-year ratable; PBRSUs cliff in year 3, enhancing retention and alignment .
- One-time listing equity: Non-recurring Listing Equity Awards in 2024 materially increased reported stock awards and total compensation (for Willhite: stock awards $2,502,163; footnote discloses that excluding listing awards and distributions, total pay would be lower) .
- STIP rigor and payout: All three corporate metrics exceeded maximum (NFFO/share, leverage, Same-Store NOI), leading to 135% of target bonus payout; individual component paid at target .
- Shareholder support: 97.4% Say-on-Pay approval in 2024; independent committee with outside consultant (FPC) and explicit prohibitions on hedging/pledging and tax gross-ups support governance discipline .
Compensation Peer Group (for benchmarking 2024 pay decisions)
- Healthcare REIT peers (subset shown): CareTrust, Community Healthcare Trust, Global Medical REIT, Healthcare Realty Trust, LTC Properties, National Health Investors, Sabra, Sila Realty Trust, plus diversified/office/retail peers for size calibration; AHR total capitalization $6,445MM as of 12/31/24 (S&P Global) .
Director-Style Governance Factors (applicable to exec oversight)
- Clawback policy in place post-NYSE listing; independent Compensation Committee oversight; no significant perquisites or tax gross-ups; prohibition of hedging and pledging .
Additional Compensation Details (Willhite)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 384,000 | 127,500 | — | 446,250 | 35,366 | 993,116 |
| 2023 | 425,000 | 127,500 | 849,998 | 410,550 | 52,409 | 1,865,457 |
| 2024 | 450,000 | 135,000 | 2,502,163 | 472,500 | 162,766 | 3,722,429 |
All other compensation includes 401(k) contributions and distributions on awards; for 2024: $8,366 and $154,400 respectively .
Risk Indicators & Red Flags
- Hedging/pledging barred; clawback adopted; no single-trigger CIC cash severance; no tax gross-ups; related party transactions subject to independent committee approval .
- Lock-ups tied to 2024 offerings have expired; ongoing multi-year vesting could create periodic liquidity windows but also serves as retention .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support: 97.4% approval; committee did not change program design in response .
Investment Implications
- Alignment and retention: 50% performance-based LTI (relative TSR) and multi-year vesting across 2025–2028 create strong alignment and retention; clawback and no-hedge/pledge bolster governance quality .
- Pay-for-performance: 2024 results well above plan (NFFO/share, deleveraging, Same-Store NOI) justified above-target cash payouts; performance equity remains contingent through 2026 year-end TSR, limiting immediate realizable value .
- Supply/overhang dynamics: One-time 2024 listing awards and scheduled annual vesting dates (Feb 9 and Mar 25) plus 2027 cliff vest could create episodic selling pressure; however, expirations of 2024 lock-ups reduce near-term constraints while ownership/insider policies constrain risk behaviors .
- Governance signals: High Say-on-Pay support, independent comp oversight, and no gross-ups reduce governance risk; new Manager Equity Plan (subject to shareholder approval) introduces additional potential dilution for issuing equity to operating managers (e.g., Trilogy Management), to be monitored .