Clint Malin
About Clint Malin
Clint B. Malin is Co-President, Co-Chief Executive Officer, and Chief Investment Officer of LTC Properties. He became Co-CEO on December 31, 2024 (previously Co-President since May 2020 and CIO since joining LTC in 2004), is age 53, and has prior experience as VP of Corporate Real Estate at Sun Healthcare (now Genesis HealthCare) and in public accounting at KPMG and Arthur Andersen . The compensation program ties a significant portion of his pay to performance via Adjusted FAD/FFO and three-year TSR (absolute and relative), with “compensation actually paid” directionally aligned with TSR, net income, and FAD over time . In 2024, LTC achieved Adjusted FAD of $2.83 per share versus a $2.82 target, driving a 109% of target bonus outcome for Malin .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LTC Properties | Chief Investment Officer; Co-President (from 2020); Co-CEO (from 12/31/2024) | CIO since 2004; Co-President since 2020; Co-CEO since 2024 | Led investments/portfolio management; promoted to Co-CEO in succession plan . |
| Sun Healthcare Group (now Genesis HealthCare) | Vice President, Corporate Real Estate | — | Responsible for acquisitions and portfolio management . |
| KPMG; Arthur Andersen | Public accounting | — | Early career foundation in audit/accounting . |
External Roles
No external directorships or public-company board roles disclosed for Mr. Malin in the proxy/8-K filings reviewed .
Fixed Compensation
Salary and cash incentives (three-year view):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 530,000 | 560,000 |
| Annual Bonus Paid ($) | 546,875 | 580,000 | 612,500 (paid in 2025) |
Bonus framework (2024):
| Bonus Opportunity as % of Base Salary | Threshold | Target | Maximum |
|---|---|---|---|
| Clint B. Malin (2024 plan) | 75.0% | 100.0% | 175.0% |
2025 salary update (retention/market move): In February 2025, Malin’s salary increased to $650,000 retroactive to January 1, 2025 upon promotion to Co-CEO .
Performance Compensation
Annual Cash Bonus Incentive Plan (2024 scoring):
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout (% of target) |
|---|---|---|---|---|---|---|
| Adjusted FAD per share | 50% | $2.75 | $2.82 | $2.90 | $2.83 | 109% |
| Subjective (Company/Individual) | 50% | Committee | Committee | Committee | Above Target | 109% (matched to fund ~109%) |
| Total Bonus Outcome | 100% | — | — | — | — | 109% |
Long-term equity incentives (design and 2024 grants):
- Mix and metrics: ~50% time-vested RSAs; ~50% performance-based PSUs split between absolute three-year TSR (aTSR) and relative three-year TSR (rTSR) vs a defined TSR peer group; aTSR 0–200% payout; rTSR 50–150% payout; dividends accrue on PSUs and pay only if earned .
- 2024 performance curves: aTSR thresholds: 9.3% (50%), 22.5% (100%), 40.5% (200%) cumulative three-year TSR; rTSR thresholds: 25th percentile (50%), 55th percentile (100%) three-year TSR vs peers .
2024 equity awards to Clint Malin:
| 2024 Award Type | Grant Date | Grant Value ($) | Shares/Units | Vesting |
|---|---|---|---|---|
| Restricted Stock (RSA) | Feb 13, 2024 | 750,000 | 24,414 | Ratable over 3 years |
| aTSR PSUs (3-year) | Feb 23, 2024 | 375,000 | 12,475 target | Cliff at 3 years, 0–200% based on TSR |
| rTSR PSUs (3-year) | Feb 23, 2024 | 375,000 | 11,275 target | Cliff at 3 years, 50–150% based on relative TSR |
Historical equity awards (for context):
| Year | RSA Grant Value | RSA Granted (sh) | PSU Grant Value | PSU Target (sh) |
|---|---|---|---|---|
| 2023 | 725,000 | 19,510 | 725,000 (aTSR, 4-year with 3-year early earnout possible) | 15,608 |
| 2022 | 610,000 | 17,973 | 610,000 (aTSR, 4-year with 3-year early earnout possible) | 15,133 |
Realized vesting (2024):
| 2024 Vested | Shares Acquired on Vesting | Value Realized ($) |
|---|---|---|
| Clint B. Malin | 17,305 | 535,352 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 192,789 shares as of March 31, 2025; <1% of outstanding . |
| Shares outstanding basis | 45,887,855 shares outstanding used for % calc . |
| Stock ownership guidelines | Co-CEO/Co-President: 6x base salary; 5-year compliance window . |
| Guideline status | All executive officers meet minimums or are within the compliance window . |
| Hedging/pledging | Prohibited for executives/directors; no exceptions; compliance maintained in 2024 . |
| Options | Company does not currently grant options; no option-like awards in program . |
| Dividends on RSAs/PSUs | Dividends paid on RSAs; PSU dividend equivalents accrue and pay only if earned . |
| Unvested awards snapshot | As of 12/31/2023, Malin held 36,303 unvested RSAs and 55,713 PSUs at target (eligible for 0–200%) . |
Vesting schedule visibility (as of 12/31/2023; RSAs vest ratably):
- RSAs scheduled to vest: 4,811 on 2/11/2024; 5,991 on 2/09/2024 and 2/09/2025; 6,503 on 2/08/2024 and 2/08/2025; 6,504 on 2/08/2026 .
- PSUs cliff-vest after performance period based on TSR outcomes (0–200% for aTSR; 50–150% for rTSR for 2024 grant) .
Implication for selling pressure: Multiple February RSA vesting tranches historically suggests recurring early-year liquidity/tax-withholding events; pledging/hedging is prohibited, mitigating leverage-related selling .
Employment Terms
| Term | Clint B. Malin |
|---|---|
| Employment agreement date/term | November 12, 2014; 2-year evergreen . |
| Current base salary | Increased to $650,000 in Feb 2025 (retroactive to Jan 1, 2025) upon Co-CEO promotion . |
| Annual bonus design | 50% Adjusted FAD per share; 50% subjective (board-determined) . |
| Non-CIC severance | Lump sum 3x base salary; health benefits up to 18 months; equity: RSAs vest; PSUs prorated at period end; pro‑rated bonus eligibility . |
| CIC severance (double-trigger) | 250% of 5-year average annual compensation; health benefits up to 18 months; equity vests upon qualifying termination within 24 months post-CIC (PSUs earned as of CIC vest) . |
| Estimated CIC payout (12/31/2024) | Cash severance $5,152,178; target bonus $560,000; health benefits $46,200; equity acceleration $4,558,873 . |
| Estimated non‑CIC payout (12/31/2024) | Cash severance $1,680,000; max bonus $980,000; health benefits $46,200; equity acceleration $3,076,506 . |
| Clawback | Contractual clawback (2014 agreements) plus NYSE/Dodd‑Frank policy adopted 2023; executives acknowledged policy applicability . |
| Anti-gross up | No excise tax gross‑ups; agreements include “cut-back” provisions to avoid excise tax . |
| Minimum vesting | 3 years for executive equity awards (RSAs ratable; PSUs cliff) . |
Performance & Track Record
- 2024 execution: Completed long-term management succession (Malin promoted to Co-CEO), reduced leverage, increased liquidity, improved debt and fixed-charge coverage, and added a RIDEA structure to support future growth .
- 2024 Adjusted FAD performance: $2.83 vs $2.82 target → bonuses funded at ~109% of target for Malin .
- Pay-versus-performance linkage: Company reports “compensation actually paid” tracks TSR, net income, and Diluted FAD per share over time; 2024 “compensation actually paid” for PEO Malin calculated at $4,315,777 using SEC methodology .
- Shareholder support: Say‑on‑pay received ~92% approval at 2024 annual meeting .
- Peer/relative framing: Pay-versus-performance compares TSR to the NAREIT Equity Index peer group .
Compensation Structure Analysis
- Cash vs equity mix: For 2024, salary increased to reflect potential CEO transition; equity grant values raised to position Co-CEO total comp at median, with 50% of equity contingent on TSR (aTSR/rTSR) .
- Shift in LTI risk profile: 2024 added rTSR PSUs (relative performance) alongside aTSR; shortened aTSR performance horizon to 3 years from prior 4-year design, maintaining performance-contingent nature (0–200% for aTSR, 50–150% for rTSR) .
- Governance features: Double-trigger CIC; no pledging/hedging; clawback policy; no excise tax gross-ups; bonus caps and minimum 3-year vesting—mitigating risk-taking and enhancing alignment .
Investment Implications
- Alignment: High equity-at-risk with TSR-based PSUs (50% of LTI), strict anti-pledging/hedging, 6x salary ownership guideline for Co-CEOs, and robust clawback support pay-for-performance and reduce agency risk .
- Retention: Evergreen 2-year agreement, 3-year vesting cadence, and meaningful CIC protections suggest moderate retention risk; recurring February vesting events may create predictable trading/tax-withholding windows but outright hedging/pledging is prohibited .
- Change-of-control economics: Double-trigger structure reduces sale-only incentives; estimated CIC package (~$10.3M combined cash/bonus/benefits plus ~$4.56M equity acceleration as of 12/31/24) is material but conditioned on termination post-CIC .
- Execution: 2024 capital and organizational actions (leverage/liquidity improvements, RIDEA addition, leadership transition) position LTC for growth; 2024 Adjusted FAD outperformance and strong say-on-pay support indicate credible execution and shareholder alignment under Malin’s co-leadership .