Gibson Satterwhite
About Gibson Satterwhite
Gibson Satterwhite is Executive Vice President, Asset Management at LTC Properties; he was appointed in February 2025 after serving as Senior Vice President, Asset Management since 2020, and previously Vice President and Asset Manager since joining LTC in 2016. He began his career in equity research at Citigroup Asset Management and held executive financial roles in seniors housing and manufacturing; he has over 20 years of investment and operations experience and is age 49 . Under his asset management remit in 2025, LTC advanced its portfolio transformation, including SHOP conversions/investments and dispositions, with SHOP occupancy at 81% in Q2 and 87% by Q3 2025, SHOP NOI of $2.531 million in Q2 and raised full-year SHOP NOI guidance, alongside executed sales of older skilled nursing centers for $79 million with an expected ~$52 million gain . Company-level performance updates during 2025 include Q3 revenues of $69.290 million and guidance increases driven by acquisitions and SHOP outperformance; these are contextual to the asset management strategy he supports .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LTC Properties | EVP, Asset Management | Appointed Feb 2025 | Leads asset management and capital recycling into SHOP and newer seniors housing; supports external growth strategy |
| LTC Properties | SVP, Asset Management | 2020–Feb 2025 | Advanced portfolio repositioning; groundwork for SHOP conversions and operator diversification |
| LTC Properties | VP/Asset Manager | 2016–2020 | Asset-level execution, operator management, performance oversight |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citigroup Asset Management | Equity Research (early career) | Not disclosed | Foundation in investment analysis; informs discipline in asset management |
| Privately held seniors housing/manufacturing companies | Executive financial positions | Not disclosed | Operational finance leadership relevant to LTC’s operator oversight |
Fixed Compensation
- LTC’s executive pay program uses base salary set early each year, referencing role scope, market competitiveness, and prior-year performance; non-NEO executive pay levels are recommended to the Compensation Committee by the Co-CEOs .
- Specific base salary, target bonus %, and actual bonus paid for Satterwhite are not disclosed in the 2025 proxy; NEOs (CEO, Co-CEOs, CFO) had disclosed terms, but EVP figures are not itemized .
Performance Compensation
- Annual bonus plan design for senior executives ties 50% weighting to Adjusted FAD per share performance and 50% to qualitative/subjective factors; the 2024 plan achieved target on Adjusted FAD and resulted in a 109% of target payout for NEOs (design indicates the construct used company-wide for senior executives) .
- Long-term equity incentives: 50% time-vested RSAs (ratable vesting over three years), and 50% PSUs split between Absolute TSR PSUs and Relative TSR PSUs (three-year performance, cliff vesting to the extent earned) .
Annual Bonus Plan Metrics (Company Design Reference, 2024)
| Metric | Weight | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted FAD per share | 50% | $2.75 | $2.82 | $2.90 | $2.83 | 109% of target |
| Subjective (Committee-determined) | 50% | Committee determination | Committee determination | Committee determination | Above Target | 109% of target |
Long-Term Equity Plan Parameters
| Award Type | Mix | Vesting | Performance Window | Payout Curve |
|---|---|---|---|---|
| RSAs (time-based) | 50% of LTI value | Ratable over 3 years | N/A | N/A |
| PSUs – Absolute TSR | ~25% of total LTI | Cliff at 3 years (if earned) | 3 years (to Feb 28, 2027) | 0–200% target; Threshold 9.3%, Target 22.5%, Max 40.5% 3-year TSR |
| PSUs – Relative TSR | ~25% of total LTI | Cliff at 3 years (if earned) | 3 years | Relative to REIT peers (committee design) |
Equity Ownership & Alignment
- Stock ownership guidelines require EVPs to hold LTC stock worth 2x base salary, with a five-year compliance window from appointment; the company reports all executive officers currently meet minimums or are within the five-year window .
- Strict prohibition on pledging and hedging of company stock for all executives and directors, with no pre-clearance exceptions; the company states full compliance in 2024 .
- Minimum vesting period of three years for executive equity awards; RSAs vest ratably and PSUs cliff-vest at three years, creating structured, multi-year alignment .
Employment Terms
- Change-in-control: executive officers have double-trigger arrangements; no excise tax gross-ups upon change-in-control are provided under employment agreements .
- Clawbacks: Board-adopted Compensation Recovery Policy (2023) applicable to executive officers, requiring recovery of erroneously awarded incentive compensation upon restatement due to material noncompliance ; NEO employment agreements also contain clawback terms for formula-based bonuses tied to restatements attributable to misconduct within 3 years .
- Health benefits continuation upon qualifying termination: 18 months (24 months for certain CIC-related terminations) under executive employment agreements; EVP-specific multiples are not disclosed for Satterwhite .
- Equity treatment on termination: RSAs fully vest; PSUs vest pro-rata at performance period end under NEO agreements; EVP-specific terms not itemized .
Performance & Track Record
- SHOP execution: In Q2 2025, Satterwhite highlighted SHOP conversions and investments, reporting SHOP occupancy at 81% and SHOP NOI of ~$2.5 million with full-year same-store SHOP NOI guidance of $9.4–$10.3 million for eight months; he later indicated SHOP outperformance and maintained disciplined guidance monitoring .
- Capital recycling: Announced sale of five skilled nursing properties (completing seven-property portfolio disposition) for $79 million proceeds with ~$52 million expected gain; strategy to redeploy into newer stabilized SHOP assets .
- Loan optimization: Discussed granting a penalty-free prepayment window to a borrower on a ~$175–$180 million skilled nursing loan, resetting pay rates to full contractual interest (11.14% from 7/1/2025), with the prepayment window opening July 2026, enhancing risk-adjusted returns and flexibility .
- Company-level momentum: Q3 2025 results showed total revenues of $69.290 million and increased guidance for the third time, driven by acquisitions and SHOP outperformance; SHOP portfolio grew to nearly $450 million with ~20% of total investments and average occupancy of 87% .
Compensation Structure Analysis
- Clear shift to performance-contingent equity: Introduction of Relative TSR PSUs alongside Absolute TSR PSUs increases alignment with market-relative returns; PSUs represent half of performance-based LTI, with RSAs the other half, balancing retention and performance .
- Annual bonus anchored to Adjusted FAD per share: 50% quantitative weighting on Adjusted FAD ties cash incentives to distributable cash fundamentals, mitigating revenue-only focus and promoting cash coverage discipline .
- Risk controls: No pledging/hedging, robust clawbacks, and minimum vesting periods reduce misalignment and discourage short-termism; double-trigger CIC avoids single-trigger windfalls .
- Pay governance: Independent Compensation Committee and external consultant (FW Cook) oversight; peer group benchmarking used for context without rigid percentile targeting, tempering pay inflation risk .
Equity Ownership & Alignment (Expanded)
- Ownership levels: Company discloses detailed beneficial ownership for NEOs and directors; executive officers as a group held 948,692 shares (~2.1% of outstanding) as of March 31, 2025; Satterwhite’s individual beneficial ownership is not itemized in the proxy .
- Compliance status: Executives meet or are on track for stock ownership guideline compliance; pledging prohibited and reported compliant .
Employment Terms (Expanded)
| Term | Provision |
|---|---|
| CIC Trigger | Double-trigger for executive officers (termination following change-in-control required) |
| Clawback | Compensation Recovery Policy (NYSE Rule compliant, 2023); bonus clawbacks in NEO agreements upon misconduct-related restatements |
| Vesting Minimum | 3-year minimum; RSAs ratable; PSUs 3-year cliff |
| Severance | NEO severance multiples disclosed (2–4x base); EVP-specific multiples not disclosed |
| Benefits Continuation | Health benefits continuation: 18 months (24 months for certain CIC terminations) |
| Gross-ups | None for CIC |
Investment Implications
- Alignment: The bonus/FAD linkage and 3-year PSU structures tie Satterwhite’s incentives to distributable cash and TSR—supporting disciplined capital recycling and SHOP performance improvement he is driving .
- Retention risk: RSAs with multi-year vesting and ownership guidelines create retained value; absence of pledging and presence of clawbacks reduce adverse behaviors; lack of disclosed EVP severance multiples adds uncertainty on termination economics but double-trigger CIC is protective of continuity .
- Trading signals: Multi-year PSU cliffs and RSA ratable vesting can create periodic vest-related liquidity; portfolio transformation milestones (SHOP acquisitions, skilled nursing dispositions, loan prepayment options) guided by asset management may foreshadow estimate revisions and guidance resets—watch earnings calls and 8-Ks for timing of closings and prepayments .
- Execution: Satterwhite’s asset management commentary evidences disciplined NOI guidance and proactive operator management; SHOP occupancy trending higher and guidance raises underpin strategic shift—monitor SHOP NOI cadence and occupancy trajectory as leading indicators for Core FFO/FAD .
Key disclosures missing for EVP Satterwhite: base salary, bonus targets/actuals, individual equity grant sizes, and personal beneficial ownership; conclusions above rely on company-wide policy designs and performance updates rather than individual award detail .