Stefan Oh
About Stefan Oh
Stefan K.L. Oh, 54, is Chief Investment Officer (CIO) of American Healthcare REIT (AHR) since March 2023; previously EVP, Head of Acquisitions (Oct 2021–Mar 2023), EVP of Acquisitions (Oct 2015–Oct 2021), and SVP of Acquisitions (Jan 2015–Oct 2015) at AHR and related Griffin-American entities; earlier roles include acquisitions leadership at Grubb & Ellis–sponsored vehicles, and positions at Healthpeak (formerly HCP) and Ernst & Young. He holds a B.S. in Accounting from Pepperdine University and is a California CPA (inactive) . In 2024, AHR delivered 17.7% Same-Store NOI growth, Normalized FFO of $1.41/share, and improved Net Debt/Adjusted EBITDA from 8.5x to 4.3x as management executed portfolio optimization, deleveraging, and equity raises; the 2024 short-term incentive plan used objective metrics (NFFO/share, Net Debt/Adj EBITDA, Same-Store NOI growth) which all paid at maximum . From listing on Feb 9, 2024 to Dec 31, 2024, AHR’s cumulative TSR measured by an initial $100 stake equaled $226.64 (company) versus $140.07 for its disclosed peer group (company-level context) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| American Healthcare REIT | Chief Investment Officer | Mar 2023–present | Leads investments/asset management; drove portfolio dispositions, SHOP/ISHC growth, and capital recycling . |
| AHR | EVP, Head of Acquisitions | Oct 2021–Mar 2023 | Led sourcing/execution of acquisitions pipeline . |
| AHR | EVP of Acquisitions | Oct 2015–Oct 2021 | Oversaw healthcare real estate acquisitions across platforms . |
| AHR | SVP of Acquisitions | Jan 2015–Oct 2015 | Senior acquisition leadership at AHR . |
| GAHR III/II, AHI Group Holdings (affiliates) | SVP/EVP Acquisitions | 2009–2021 | Led acquisitions at Griffin-American vehicles and sponsor affiliates . |
| Grubb & Ellis–sponsored entities | Led healthcare real estate acquisitions | 2007–2012 | Platform build-out for healthcare acquisitions . |
| Healthpeak (HCP) | Corporate roles | Pre-2007 | Public REIT experience in healthcare real estate . |
| Ernst & Young LLP | Professional services | Pre-2007 | Financial/accounting foundation (CPA) . |
External Roles
- None disclosed (no current public company board seats or outside directorships listed for Stefan Oh) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 400,000 | 425,000 |
| Annual Bonus Opportunity (as % of base) | Threshold 37.5%; Target 75%; Max 112.5% | Threshold 37.5%; Target 75%; Max 112.5% |
2024 STIP structure: 70% corporate (objective) and 30% individual (subjective) for all NEOs; corporate metrics and hurdles are shown below .
Performance Compensation
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2024 Short-Term Incentive (STIP) payout (Stefan Oh): $430,313, representing 135% of target; individual component paid at target; corporate metrics all at maximum .
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2024 Long-Term Incentive (LTI) mix: 50% time-based RSUs and 50% performance-based RSUs (shifted from 25% performance in 2023 to 50% in 2024), with performance RSUs based on 3-year relative TSR vs a healthcare REIT peer set; time-based RSUs vest ratably over 3 years; TSR PSUs cliff-vest in Q1 2027 subject to outcomes (50%–200% of target) .
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One-time Listing Equity Award (Feb 9, 2024): additional restricted shares vesting ratably over 4 years recognizing the NYSE listing and capital raises .
| 2024 Equity Grants (awarded) | Shares/Units | Grant-date value ($) |
|---|---|---|
| Time-Based RSUs (Mar 25, 2024) | 27,454 | 400,005 |
| Performance-Based RSUs (TSR, target) (Mar 25, 2024) | 27,454 | 400,005 |
| Listing Equity Award – Restricted Stock (Feb 9, 2024) | 74,074 | 971,851 |
- 2022–2024 LTIP cycle (MFFO vs peers): earned 1,904 PSUs for Stefan (86.44% of target performance result); vested in Q1 2025 .
2024 STIP Corporate Metrics and Outcomes (Company-level)
| Metric (weight) | Threshold (50%) | Target (100%) | Maximum (150%) | Actual 2024 | Payout result |
|---|---|---|---|---|---|
| Normalized FFO per Share (34%) | $1.19 | $1.22 | $1.25 | $1.41 | Maximum |
| Net Debt / Adjusted EBITDA (33%) | 6.5x | 6.2x | 5.9x | 4.3x | Maximum |
| Same-Store NOI Growth (33%) | 5.5% | 6.5% | 7.5% | 17.7% | Maximum |
Role-Specific 2024 Achievements (qualitative drivers)
- Led strategic property dispositions (~$151M gross proceeds), improved portfolio quality, preserved mezzanine investment through loan assumption, and expanded portfolio via ~$139M SHOP and OM investments; strengthened operator relationships and risk management .
Equity Ownership & Alignment
| Ownership detail | Amount |
|---|---|
| Beneficially Owned Common Shares (3/27/2025) | 99,531 |
| Unvested Stock Awards (time-based and certain performance awards), units (12/31/2024) | 109,802; MV $3,120,573 at $28.42 |
| Unearned Performance Awards outstanding, units (12/31/2024) | 56,500; MV $1,605,730 |
| 2024 Time-Based RSUs outstanding (granted 3/25/24) | 27,454; vests ratably 2025–2027 |
| 2024 TSR PSUs at target (granted 3/25/24) | 27,454; cliff in Q1 2027 (50%–200% payout) |
| 2024 Listing Restricted Stock | 74,074; vests 2025–2028 |
| Shares pledged as collateral | None (company disclosure) |
Additional alignment policies:
- Hedging and pledging prohibited for directors and executive officers (Insider Trading Policy) .
- Clawback policy adopted in connection with NYSE listing standards/SEC Rule 10D-1 .
- Stock ownership guidelines exist for directors/officers (minimums set in Corporate Governance Guidelines), but specific multiples are not disclosed in the proxy .
Vesting calendar and potential liquidity windows:
- Annual vest dates: 2/9 (Listing awards, 2025–2028) and 3/25 (time-based RSUs, 2025–2027); Q1 2027 potential PSU vesting based on TSR outcomes; prior 2022–2024 PSUs vested Q1 2025 .
Employment Terms
| Scenario | Key economics (CIO) |
|---|---|
| Termination without Cause or Resignation for Good Reason | Cash severance = 1.5x (base salary + 3-year average cash bonus), paid in installments; company COBRA-equivalent coverage during severance period; time-based equity accelerates by 12 months; performance awards eligible to be earned pro-rata based on actual performance . |
| Change in Control (CIC) without termination | Time-based awards vest immediately prior to CIC; performance awards vest based on actual performance if not assumed/continued . |
| CIC + termination without Cause / for Good Reason (within 12 months) | Cash severance = 2.0x (base salary + 3-year average cash bonus), paid lump sum; COBRA-equivalent coverage during severance period; for performance awards that were assumed, pro-rata vesting based on actual performance at end of performance period . |
| Death/Disability | 0.5x base salary; pro-rata annual bonus; 12-month acceleration for time-based awards; performance awards eligible pro-rata based on actual performance . |
Illustrative 12/31/2024 table values for Stefan Oh:
- Severance (no cause/good reason): $1,205,056 cash; medical $42,883; accelerated time-based equity $876,871; continued/accelerated performance awards $337,050 .
- CIC+termination: $1,606,742 cash; medical $57,178; accelerated time-based equity $3,066,461; performance awards $337,050 (assumed target for calculation) .
Governance protections:
- No excise tax gross-ups; adherence to clawback; prohibition on hedging/pledging; compensation plans administered by independent Compensation Committee .
Fixed Compensation (detail)
| Component | 2024 amount |
|---|---|
| Salary | $425,000 |
| Bonus (individual/discretionary portion per Summary Comp Table) | $95,625 |
| Non-Equity Incentive Plan Compensation (formulaic) | $334,688 |
| Stock Awards (grant-date fair value, incl. Listing Equity) | $1,771,861 |
| All Other Compensation (401(k) + distributions on awards) | $112,041 |
| Total | $2,739,215 |
Note: 2024 totals elevated by one-time Listing Equity Awards granted upon NYSE listing .
Performance Compensation (metric table)
| Metric | Weight | Target design | 2024 actual |
|---|---|---|---|
| Normalized FFO/share | 34% | $1.22 target; $1.25 max | $1.41 (max) |
| Net Debt/Adjusted EBITDA | 33% | 6.2x target; 5.9x max (lower is better) | 4.3x (max) |
| Same-Store NOI Growth | 33% | 6.5% target; 7.5% max | 17.7% (max) |
Say-on-Pay and Peer Benchmarking
- Say-on-pay approval: 97.4% support at 2024 annual meeting (for 2023 compensation program) .
- 2024 compensation peer group disclosed across healthcare and select REITs; TSR-based PSUs in 2024 use a healthcare REIT peer set (CareTrust, HR, LTC, NHI, Healthpeak, Sabra, Omega, Ventas, Welltower) .
Risk Indicators & Red Flags
- No hedging/pledging (policy) and no shares pledged; no option repricing authority without shareholder approval; no 280G/409A gross-ups; robust clawback policy; lock-ups around 2024 offerings expired (Aug 5, 2024; Nov 17, 2024) .
- Related-party transaction oversight via formal policy; no specific adverse findings noted related to Stefan Oh in the proxy .
Investment Implications
- Alignment: Higher weighting of performance-based RSUs (50%) tied to 3-year relative TSR, plus objective STIP metrics (NFFO/share, leverage, and Same-Store NOI) that paid at maximum in 2024, indicate strong pay-for-performance linkage to shareholder outcomes and balance sheet quality .
- Retention and potential supply of insider shares: Multi-year vesting cadence (annual 2/9 and 3/25 tranches; TSR PSUs in Q1 2027) promotes retention but may create episodic insider selling windows around vest dates; hedging/pledging prohibited and clawback in place mitigate misalignment risk .
- Severance economics: CIO severance multiples (1.5x; CIC 2.0x) are within market norms and avoid single-trigger cash severance, limiting change-in-control “golden parachute” risk while preserving retention value .
- Execution track record: Oh’s leadership in dispositions (~$151M), portfolio upgrades, and sourcing off-market SHOP/ISHC opportunities supports underwriting discipline and growth with operator alignment; this complements company-level improvements in leverage and organic NOI growth that drove incentive outperformance in 2024 .
- Governance and shareholder support: Strong 2024 say-on-pay outcome (97.4%) and prohibition on hedging/pledging reduce governance red flags; no pledging disclosed .