Pamela Shelley-Kessler
About Pamela Shelley-Kessler
Pamela J. Shelley-Kessler, 59, has been Co-Chief Executive Officer of LTC Properties since December 31, 2024, and Co-President since May 2020; she previously served as CFO from 2007 to December 2024. She joined LTC in 2000 and earlier held roles at a private real estate developer, Irvine Apartment Communities, KB Home, and began her career as a CPA at Ernst & Young; she currently serves on Healthpeak Properties, Inc.’s Board (formerly served on Physicians Realty Trust’s Board) . Operationally, LTC reported 2024 revenue growth of 6.4%, FFO ex-nonrecurring up 7.3%, and FAD ex-nonrecurring up 3.7%; leverage and liquidity improved, and management cites upper-quartile peer performance on ROIC/ROA/ROE, indicating a constructive backdrop for pay-for-performance alignment under her co-leadership . TSR context: $100 invested 12/31/2020 grew to $105.93 by 12/31/2024 vs $123.25 for NAREIT Equity Index peers; say-on-pay approval in 2024 was ~92% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LTC Properties, Inc. | Chief Financial Officer | 2007–Dec 2024 | Led finance through portfolio repositioning, liquidity improvement, and set FAD/FFO-based incentive frameworks . |
| LTC Properties, Inc. | Co-President | May 2020–present | Co-led operations/investments; succession to Co-CEO end of 2024 . |
| LTC Properties, Inc. | VP & Controller; later SVP/EVP/Corporate Secretary | 2000–2007 (progressive roles) | Built controllership and reporting backbone; advanced to C-suite . |
| Private RE developer (unnamed) | Corporate Controller | Pre-2000 | Multi-family/commercial real estate finance operations . |
| Irvine Apartment Communities | Director of Financial Reporting | Pre-2000 | Public REIT reporting expertise . |
| KB Home (Inland Empire division) | Assistant Controller | Pre-2000 | Public homebuilder divisional finance . |
| Ernst & Young | CPA | Career start | Audit/accounting foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Healthpeak Properties, Inc. (NYSE: DOC) | Director | Mar 2024–present | Joined following DOC’s merger with Physicians Realty Trust . |
| Physicians Realty Trust (NYSE, prior) | Director; Audit Committee member | Jan 2018–Mar 2024 | Board service concluded upon merger into DOC . |
Fixed Compensation
- 2025 base salary (post-promotion): $650,000, retroactive to Jan 1, 2025 .
- 2024 base salary: $560,000 (up ~5.7% vs 2023) .
Multi-year compensation (as disclosed):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $500,000 | $530,000 | $560,000 |
| Stock Awards (grant-date fair value) | $1,220,000 | $1,450,000 | $1,500,000 |
| Non-Equity Incentive Plan Compensation | $546,875 | $580,000 | $612,500 |
| All Other Compensation | $10,350 | $10,350 | $10,350 |
| Total | $2,277,225 | $2,570,350 | $2,682,850 |
Notes:
- CEO/Co-CEO annual bonus opportunity range: Threshold 75%, Target 100%, Max 175% of salary (for Shelley-Kessler) .
- 2024 bonus paid at 109% of target based on Adjusted FAD and qualitative assessment .
Performance Compensation
2024 Annual Bonus Plan design and outcome:
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout as % Target |
|---|---|---|---|---|---|---|
| Adjusted FAD per share | 50% | $2.75 | $2.82 | $2.90 | $2.83 | 109% |
| Subjective assessment | 50% | Committee determination | Committee determination | Committee determination | Above Target | 109% |
| Total bonus (USD) | — | — | — | — | $612,500 | 109% |
2024 Equity awards (granted; structure 50% time-based RSAs, 50% performance-based PSUs):
| Award Type | Grant Date | Grant Value | Target Units | Vest/Performance |
|---|---|---|---|---|
| RSAs | Feb 13, 2024 | $750,000 | 24,414 | Time-based; vest ratably over 3 years . |
| aTSR PSUs (absolute TSR) | Feb 23, 2024 | $375,000 | 12,475 | 3-year cumulative TSR; 0–200% payout; Threshold 9.3%, Target 22.5%, Max 40.5% TSR . |
| rTSR PSUs (relative TSR) | Feb 23, 2024 | $375,000 | 11,275 | 3-year relative TSR vs broad REIT sample; 0–150% payout; Target at 55th percentile; capped at 100% if absolute TSR negative . |
Key design points:
- 2024 added rTSR PSUs (25% of total grant value) alongside aTSR PSUs (25%) to balance absolute and relative performance; RSAs remain 50% of LTI .
- No stock options granted; company does not currently use option-like awards in exec program .
Equity Ownership & Alignment
Beneficial ownership and outstanding awards:
| Item | Amount/Value |
|---|---|
| Beneficially owned common shares | 200,261 shares; includes 1,000 shares in spouse IRA |
| % of shares outstanding | ~0.44% (200,261 / 45,887,855) |
| Unvested RSAs (shares; market value at 12/31/24) | 43,412 shares; $1,499,885 |
| Unvested PSUs at target (shares; market value at 12/31/24) | 67,258 shares; $2,323,764 |
Upcoming RSA vesting schedule (as of 12/31/24):
| Vest Date | Shares |
|---|---|
| Feb 9, 2025 | 5,991 |
| Feb 8, 2025 | 6,503 |
| Feb 8, 2026 | 6,504 |
| Feb 13, 2025 | 8,138 |
| Feb 13, 2026 | 8,138 |
| Feb 13, 2027 | 8,138 |
Additional alignment and policy items:
- Anti-pledging and anti-hedging: prohibited for executives/directors; all were in compliance in 2024 .
- Ownership guidelines: Co-CEO multiple = 6x base salary; attainment required within 5 years; all executives either meet minimum or are within the 5-year phase-in .
- Tax withholding: executives may elect share withholding at vest to satisfy taxes, limiting open-market sales pressure at vesting .
PSU performance status (interim, as of 12/31/24; indicates potential future vesting pressure):
- aTSR interim status: 2021 awards at 67% of target; 2022 at 180%; 2023 at 106%; 2024 at 200% (final payouts depend on performance measurement at end of respective periods) .
- 2020/2021 acceleration checks: 2020 and 2021 aTSR PSUs did not vest on the accelerated 3-year schedule; 2020 subsequently forfeited per formula .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Dated Nov 12, 2014; 2-year evergreen . |
| Base salary (2025) | $650,000 (retroactive to Jan 1, 2025) . |
| Change-in-control (CIC) trigger | Double-trigger for both cash and equity (termination without cause or for good reason within 24 months post-CIC) . |
| CIC cash severance | 250% of 5-year average annual compensation . |
| CIC estimated package (as of 12/31/24) | Cash severance $5,152,178; Target bonus $560,000; Health $67,200; Equity acceleration $4,558,873; subject to cut-back to avoid excise tax . |
| Non-CIC severance | 3x base salary; 18 months health; RSAs accelerate; PSUs pro-rated to performance period end; pro-rated bonus eligibility . |
| Non-CIC estimated package (as of 12/31/24) | Cash $1,680,000; Max bonus $980,000; Health $67,200; Equity acceleration $3,076,506 . |
| Clawbacks | NYSE-compliant Compensation Recovery Policy (2023); plus 2014 contractual clawback for formulaic bonuses upon misconduct-related restatement within 3 years . |
| Perquisites | Supplemental medical insurance up to $10,000/year; no 401(k) match for SVP+ . |
| Gross-ups | None for CIC excise taxes . |
Compensation Structure Analysis
- Mix and leverage: 2024 total direct compensation modestly up; base salary +5.7% to $560k ahead of succession; 50% of LTI is performance-contingent with both absolute and relative TSR hurdles; annual bonus paid at 109% of target on Adjusted FAD and qualitative results .
- Design evolution: Addition of rTSR PSUs in 2024 reduces reliance on market beta and increases focus on REIT-relative value creation; aTSR remains with elevated 3-year targets (22.5% TSR for target) .
- Governance features: Double-trigger CIC, clawback policy, anti-pledge/hedge, stock ownership guidelines, no options, no CIC gross-ups—collectively shareholder-friendly .
- Peer positioning: 2024 Co-CEO comp set below CEO peer median at the time decisions were made; larger equity to align with upcoming CEO responsibilities; say-on-pay approval ~92% indicates investor support .
Performance & Track Record
Selected operating and capital allocation highlights (2024):
- Transactions: Exchanged $103m mortgage loans for controlling interests in two JVs totaling $164m; $45m contribution to a $54m seniors housing JV; originated $12.7m SNF/AL campus loan; strong portfolio management including lease amendments and dispositions .
- Balance sheet/liquidity: Liquidity improved to $680m (from $194m YoY); debt to EV down to 29% (from 39%); debt to annualized adjusted EBITDAre 4.3x (from 5.5x) .
- Financials: Revenue +6.4% YoY; FFO ex-nonrecurring +7.3% YoY; FAD ex-nonrecurring +3.7% YoY; continued $0.19/month dividend .
- TSR context: $100 investment (12/31/2020 baseline) at $105.93 by 12/31/2024 vs peers at $123.25; board/consultant assessed ROIC/ROA/ROE in upper quartile vs peers, supporting pay design calibration .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited; in compliance .
- Related party transactions: None reported since start of 2024 .
- Section 16: All compliant in 2024 except one late filing by a director (not Shelley-Kessler) .
- Repricing/gross-ups: None; clawback in place .
Compensation Peer Group & Targeting
- Peer group (Cook review) blends healthcare and triple-net REITs in ~$0.8–$14.4bn EV range; examples include NHI, OHI, Sabra, Healthcare Realty, and others; 2024 Co-CEO target comp positioned below CEO peer median, reflecting transition year .
- Equity plan capacity: 2021 Plan with 1.9m reserved shares; 921,576 remaining available at 12/31/24 .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support ~92%; committee maintained structure/value into 2024 while adding rTSR PSUs; commits to ongoing investor feedback integration .
Investment Implications
- Alignment: High proportion of at-risk pay (PSUs linked to absolute/relative TSR), robust ownership requirements, and anti-pledge/hedge policies create strong shareholder alignment and reduce misalignment risk .
- Retention: Two-year evergreen agreement, 3x salary cash severance (non-CIC), and substantial unvested equity with 3-year vest horizons limit near-term turnover risk; double-trigger CIC without gross-ups is shareholder-friendly yet protective .
- Trading/flow signals: 2025–2027 RSA vesting cadence (e.g., ~20.6k shares in 2025 alone) implies periodic tax-withholding share net settlements rather than open-market sales; PSU outcomes could add variability near performance period ends depending on TSR .
- Performance bar: aTSR target of 22.5% over 3 years and rTSR target at the 55th percentile set meaningful hurdles; interim PSU performance signals (e.g., strong 2024 aTSR status) suggest potential future earnouts if momentum sustains, tying upside to shareholder returns .