Scott Estes
About Scott A. Estes
Scott A. Estes (age 54) has served as an independent director of American Healthcare REIT, Inc. (AHR) since August 2022 and as Chair of the Audit Committee since June 2023. He is a former EVP–Chief Financial Officer of Welltower Inc. and is recognized by AHR’s Board as an audit committee financial expert. He holds a B.A. in Economics from the College of William & Mary (1993). Tenure on AHR’s board: appointed 2022; Audit Committee member since 2022; Audit Chair since 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Welltower Inc. (NYSE: WELL) | EVP–Chief Financial Officer | Jan 2009–Oct 2017 | Oversaw capital markets; raised >$14B equity and $10B unsecured debt . |
| Welltower Inc. | SVP & CFO | Mar 2006–Jan 2009 | Financial leadership roles . |
| Welltower Inc. | VP Finance | Apr 2003–Mar 2006 | Finance leadership . |
| Deutsche Bank Securities; Bank of America Securities; Morgan Stanley | Financial analyst roles | 1994–Apr 2003 | Sell-side/finance experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JBG Smith Properties (NYSE: JBGS) | Trustee; Audit Committee Chair; member of Audit & Compensation Committees | Audit Chair since Jun 2017; Independent director since Jun 2018 | Chairs audit; member of compensation—governance and financial oversight in mixed-use REIT . |
| Essential Properties Realty Trust (NYSE: EPRT) | Chair of Board | Since Dec 2023 | Board leadership at single-tenant net lease REIT . |
Board Governance
- Committee assignments at AHR: Audit Committee Chair (since Jun 2023); Audit Committee member (since 2022). The Audit Committee (Hurley, Estes, Flornes) held five meetings in 2024; Estes is designated an “audit committee financial expert” under SEC rules .
- Independence: AHR’s Board determined Estes is independent under NYSE standards; all Audit, Compensation, and Nominating & Corporate Governance committee members are independent .
- Attendance: Board held nine meetings in 2024; all incumbent directors attended ≥75% of Board and applicable committee meetings; directors attended the most recent annual meeting .
- Lead Independent Director: AHR does not have a lead independent director; non-management directors meet in executive session at least annually .
- Risk, controls, and ethics: Audit Committee oversees external auditor, independence, internal controls, whistleblower program, and cybersecurity risk; Nominating & Corporate Governance oversees conflicts and related party policy; AHR maintains Code of Ethics, Clawback Policy, and Related Party Transactions Policy .
Fixed Compensation
2024 AHR director compensation for Scott A. Estes:
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $110,000 |
| Stock Awards (Listing Equity Award grant date fair value) | $192,159 |
| All Other Compensation (distributions on stock awards) | $10,391 |
| Total | $312,550 |
Notes:
- Committee fee schedule (context): Audit Chair $20,000; Audit Member $5,000; Compensation Chair $12,500; Nominating & Corporate Governance Chair $12,500; Lead Independent Director $100,000 (AHR states it does not currently have a lead independent director) .
Performance Compensation
- Directors at AHR did not receive performance-conditioned awards in 2024; non-employee directors received time-based restricted stock as part of the Listing Equity Awards (7,407 shares each), vesting 25% annually over four years, contingent on continued service .
Director equity grant and vesting:
| Grant Type | Shares | Grant Date | Vesting Schedule |
|---|---|---|---|
| Restricted stock (Listing Equity Award) | 7,407 | Feb 9, 2024 | 25% on each of the first four anniversaries of 2/9/2024, subject to continuous service |
Compensation Committee’s executive pay metrics (for oversight context):
| Metric (Weight) | Threshold | Target | Maximum | Actual 2024 | Result |
|---|---|---|---|---|---|
| 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 |
Other Directorships & Interlocks
| Company | Overlap Type | Committee Roles | Potential Conflict Notes |
|---|---|---|---|
| JBG Smith Properties (NYSE: JBGS) | External public REIT | Audit Chair; Audit & Compensation member | Different asset class (mixed-use urban DC submarkets); no AHR-related party transactions disclosed . |
| Essential Properties Realty Trust (NYSE: EPRT) | External public REIT | Chair of Board | Net lease single-tenant focus; no AHR-related party transactions disclosed . |
- Compensation Committee interlocks: AHR discloses none for 2024 (no cross-service with entities where AHR executives/directors sat on each other’s compensation committees) .
- Related party transactions: AHR’s policy requires Nominating & Corporate Governance Committee approval; summary shows indemnification agreements, Listing Equity Awards, and lock-up agreements; no director-specific related party transactions for Estes disclosed .
Expertise & Qualifications
- Former CFO of a large S&P 500 healthcare REIT (Welltower) with direct oversight of capital markets, raising >$24B combined equity and unsecured debt; extensive experience in financial reporting, corporate finance, accounting, treasury, tax, and audit functions .
- Designated audit committee financial expert at AHR; currently chairs audit at JBGS; board chair at EPRT—strong governance and financial oversight credentials across REITs .
- Education: B.A. Economics, College of William & Mary (1993) .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (AHR common) | 15,853 shares; <1.0% of outstanding |
| Nonvested restricted common stock (AHR) | 11,017 shares as of 12/31/2024 |
| Shares pledged as collateral | None of the above shares have been pledged |
| Ownership guidelines | AHR has minimum stock ownership requirements for directors and officers (details not specified in proxy) |
| Hedging/pledging policy | Hedging and pledging by directors and executive officers prohibited under Insider Trading Compliance Policy |
Governance Assessment
- Strengths: Independent status; Audit Committee Chair and audit financial expert designation; strong multireit governance experience; active committee service; compliance with attendance expectations; robust AHR governance framework (clawback policy adopted post-listing; whistleblower program; independent committees) .
- Alignment: Holds AHR equity and receives time-based director equity; AHR maintains director ownership guidelines; prohibition on hedging/pledging; no pledging of shares disclosed .
- Compensation governance signal: AHR’s Say-on-Pay received 97.4% approval in 2024, indicating broad shareholder support for pay practices overseen by independent directors/committees .
- Conflicts/red flags: No related-party transactions involving Estes disclosed; Compensation Committee reports no interlocks; lock-up agreements around offerings standard for governance; no legal proceedings noted in indemnification summary .
- Board effectiveness: Audit Committee held five meetings and oversees cybersecurity/internal controls; Nominating & Corporate Governance oversees conflicts; non-management executive sessions at least annually; annual Board/committee evaluations performed .
Overall: Estes’ deep CFO and audit leadership background, combined with multi-REIT board roles and AHR audit chairmanship, supports investor confidence in financial reporting and controls. No disclosed conflicts or red flags; equity ownership and policy framework enhance alignment, while strong Say-on-Pay results corroborate governance quality .