Caroline Chikhale
Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary at LTC PROPERTIES
Executive
About Caroline Chikhale
Caroline “Cece” Chikhale, age 48, is Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary of LTC Properties. She became CFO and Secretary effective December 31, 2024, has served as EVP since 2020 and Treasurer since 2007; she joined LTC in 2002 after prior experience as a Senior Auditor at Ernst & Young and holds a B.S. in Accounting from USC and is a CPA (inactive) . Her compensation emphasizes long-term equity aligned to total shareholder return via absolute and relative TSR PSUs and time-vested RSAs, while annual cash incentives at LTC are funded by Adjusted FAD performance—$2.83 per share in 2024 funded 109% of target for plan participants . As of March 31, 2025, she beneficially owned 56,167 shares (<1% of outstanding) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LTC Properties | Chief Financial Officer & Corporate Secretary | Dec 31, 2024–present | Finance leadership through succession; oversight of reporting and capital allocation |
| LTC Properties | Executive Vice President | 2020–present | Senior management continuity during portfolio diversification and balance sheet strengthening |
| LTC Properties | Treasurer | 2007–present | Capital structure stewardship and liquidity management |
| LTC Properties | Chief Accounting Officer | 2020–Dec 2024 | Principal accounting oversight; controls and reporting |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young | Senior Auditor | Pre-2002 (prior to joining LTC) | Big Four audit rigor; foundational controls and GAAP expertise |
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | $365,000 | $450,000 (new 2-year evergreen as of Feb 19, 2025; retroactive to Jan 1, 2025) |
| Target Bonus % | n/a (not a participant in Annual Cash Bonus Plan in 2024) | n/a disclosed for CFO |
| Actual Bonus Paid ($) | $360,000 (for 2024, paid in 2025) | n/a |
| Non-Equity Incentive Plan Compensation ($) | — (no payout under plan) | n/a |
Notes: LTC’s Annual Cash Bonus Incentive Plan funded 109% of target for participating executives based on Adjusted FAD; Chikhale’s bonus was reported in the “Bonus” column, not the plan payout column, and she had no plan-based bonus opportunity line item in 2024 .
Performance Compensation
Long-term incentive structure and metrics
| Metric | Weighting of Total Equity | Threshold | Target | Maximum | Vesting |
|---|---|---|---|---|---|
| RSAs (time-vested) | 50% of total LTI | — | — | — | Ratable over 3 years from grant date |
| aTSR PSUs (absolute TSR) | ~25% of total LTI | 9.3% 3-year TSR → 50% payout | 22.5% 3-year TSR → 100% payout | 40.5% 3-year TSR → 200% payout | Cliff-vest after 3 years if earned |
| rTSR PSUs (relative TSR) | ~25% of total LTI | 25th percentile → 50% payout | 55th percentile → 100% payout | 85th percentile → 150% payout (cap at 100% if absolute TSR negative) | Cliff-vest after 3 years if earned |
2024 equity awards (Chikhale)
| Grant Type | Grant Date | Target Shares/Units | Grant Date Fair Value ($) | Vesting | Performance Period |
|---|---|---|---|---|---|
| RSAs | Feb 13, 2024 | 11,068 | $340,000 | Ratable over 3 years | n/a |
| aTSR PSUs | Feb 23, 2024 | 3,992 | $120,000 | Cliff after 3 years if earned | 3 years from grant (to Feb 28, 2027) |
| rTSR PSUs | Feb 23, 2024 | 3,608 | $120,000 | Cliff after 3 years if earned | 3 years from grant |
Equity Ownership & Alignment
| Item | As of Dec 31, 2024 | As of Mar 31, 2025 |
|---|---|---|
| Unvested RSAs (#) | 19,756 | n/a |
| Unvested RSAs Market Value ($) | $682,570 | n/a |
| Outstanding PSUs at target (#) | 21,484 | n/a |
| Outstanding PSUs Market Value ($) | $742,272 | n/a |
| Shares acquired on vesting in 2024 (#) | 8,182 | n/a |
| Value realized on vesting in 2024 ($) | $253,218 | n/a |
| Beneficial Ownership (#) | n/a | 56,167 |
| Ownership % of shares outstanding | n/a | <1% |
Vesting schedule (upcoming RSAs)
| Vest Date | RSAs Vested (#) |
|---|---|
| Feb 9, 2025 | 2,947 |
| Feb 8, 2025 | 2,870 |
| Feb 8, 2026 | 2,871 |
| Feb 13, 2025 | 3,689 |
| Feb 13, 2026 | 3,689 |
| Feb 13, 2027 | 3,690 |
Alignment policies
- Stock ownership guidelines: CFO must hold 3x base salary; executives have 5 years from appointment/promotion to reach the guideline; all executives currently meet minimums or are within their 5-year window .
- Prohibition on pledging and hedging: LTC policy prohibits pledging/hedging of company stock; all executive officers complied in 2024 .
- Company does not currently grant options; LTI is RSAs and PSUs; grants typically occur mid-February aligned with performance reviews .
Employment Terms
Employment agreements
| Agreement Date | Term | Base Salary at 12/31/24 | Updated Base Salary (effective 1/1/25) | Evergreen | Clawback Applicability |
|---|---|---|---|---|---|
| Mar 1, 2020 | 2-year evergreen | $365,000 | Updated to $450,000; new 2-year evergreen signed Feb 19, 2025 | Yes | Subject to Compensation Recovery Policy adopted in 2023 |
Severance economics (estimates if triggered on Dec 31, 2024)
| Component | Termination (no CIC) | Change-in-Control (double-trigger) |
|---|---|---|
| Cash severance | $730,000 (2x base salary) | $1,338,500 (200% of 5-year avg salary+bonus) |
| Bonus | — (pro‑rated plan awards apply to plan participants, CFO not in plan) | — (plan target bonus applies to plan participants; CFO not in plan) |
| Health benefits continuation | $51,400 (up to 18 months) | $51,400 (up to 18–24 months) |
| Equity acceleration | $1,190,144 (RSAs vest; PSUs vest pro‑rata at period end) | $1,661,648 (options/RSAs vest upon qualifying termination within 24 months; PSUs deemed earned at change-in-control vest upon termination) |
Key terms and protections
- Double-trigger CIC for cash and equity; no automatic vesting at change-in-control absent qualifying termination; CIC window 24 months .
- No excise tax gross-ups; agreements include “cut back” provisions to reduce benefits to avoid excise tax if applicable .
- Severance not payable for termination for cause or voluntary resignation without good reason; health insurance continued up to 18 months; RSAs automatically vest and PSUs vest pro‑rata at performance period end in non-CIC severance .
Performance & Track Record
- 2024 operations: LTC reduced leverage, increased liquidity, and improved debt and fixed charge coverage; completed leadership succession with Chikhale becoming CFO and added RIDEA structure for future growth .
- Pay-for-performance linkage: Annual cash incentives for plan participants funded by Adjusted FAD ($2.83 per share achieved in 2024 → 109% of target funding); long-term incentives split 50% RSAs and 50% TSR-based PSUs (aTSR and rTSR) to align executives with long-term shareholder value creation .
Compensation Structure Analysis
- Shift to rTSR PSUs added in 2024, increasing emphasis on performance vs. peers while keeping absolute TSR PSUs—each 25% of total equity value; RSAs remain 50% (time-vested) .
- Discretionary bonus: Chikhale received a $360,000 bonus for 2024 but did not participate in the Annual Cash Bonus Incentive Plan (no plan-based payout line item), signaling one-time or discretionary retention recognition around the CFO promotion .
- Options: None granted in 2024; LTC’s program currently avoids option-like awards, reducing repricing risk .
Investment Implications
- Alignment strong: Significant equity mix with explicit TSR hurdles (absolute and relative), anti-pledging/hedging prohibitions, ownership guideline of 3x salary with 5-year compliance window—supports long-term alignment and reduces hedging risk .
- Near-term selling pressure: Multiple RSA tranches vest in Feb 2025–2027 (e.g., 2,947 and 2,870 shares in Feb 2025), creating potential insider selling windows; monitor Form 4s around these dates .
- Retention economics: Severance of ~2x salary plus benefits (no gross-ups), and double-trigger CIC with equity vesting only upon qualifying termination—balanced protection reduces change-of-control windfalls while maintaining retention .
- Discretionary bonus ($360k) in 2024 despite non-participation in the annual plan may indicate recognition of expanded responsibilities and succession execution; watch 2025 bonus framework under her new CFO agreement for durability of cash pay vs. increased equity reliance .
- Ownership: 56,167 shares (<1%) as of Mar 31, 2025 with substantial unvested equity; combined with TSR-linked PSUs, pay should remain sensitive to stock performance and sector-relative outcomes .