Wendy Simpson
About Wendy Simpson
Wendy L. Simpson, age 76, is Executive Chairman of LTC Properties, Inc., having served on LTC’s Board since 1995, Chairman since August 2013, CEO from March 2007 to December 2024, President from October 2005 to May 2020, CFO from July 2000 to March 2007, Treasurer from January 2005 to March 2007, and COO from October 2005 to March 2007 . In 2024, LTC reported year-over-year revenue growth of $12.6 million (6.4%), with improved FFO and FAD excluding non-recurring items, alongside strengthened liquidity and leverage metrics as management executed portfolio and capital initiatives . LTC’s five-year pay-versus-performance framework shows company TSR value of a $100 initial investment of 105.93 in 2024 (and 92.16 in 2023; 95.26 in 2022; 86.19 in 2021; 92.44 in 2020), contextualizing shareholder returns during Simpson’s recent tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LTC Properties, Inc. | Executive Chairman | Dec 2024–present | Board leadership post-succession; continued strategic oversight |
| LTC Properties, Inc. | Chairman of the Board | Aug 2013–present | Led Board; governance continuity |
| LTC Properties, Inc. | Chief Executive Officer | Mar 2007–Dec 2024 | Long-term value creation while maintaining monthly dividends; portfolio diversification; liquidity improvement |
| LTC Properties, Inc. | President | Oct 2005–May 2020 | Executive leadership of operations and strategy |
| LTC Properties, Inc. | Chief Operating Officer | Oct 2005–Mar 2007 | Oversight of operations during leadership transition |
| LTC Properties, Inc. | Chief Financial Officer | Jul 2000–Mar 2007 | Finance leadership; capital markets; reporting |
| LTC Properties, Inc. | Treasurer | Jan 2005–Mar 2007 | Corporate treasury and financing activities |
| LTC Properties, Inc. | Vice Chairman | Apr 2000–Oct 2005 | Board and strategic support pre-CEO tenure |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None | — | — | Ms. Simpson does not serve on Boards other than LTC |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $810,000 | $860,000 | $860,000 |
| Target Bonus (%) | — | — | 135.0% of base salary |
| Actual Bonus Paid ($) | $1,196,016 | $1,261,000 | $1,269,844 |
2025 adjustments (effective retroactive to Jan 1, 2025): Executive Chairman salary decreased to $500,000 .
Performance Compensation
2024 Annual Bonus Plan Outcomes (Cash)
| Metric | Weighting | Target | Actual | Payout (% of Target) | Notes |
|---|---|---|---|---|---|
| Adjusted FAD per share | 50% | $2.82 | $2.83 | 109% | Adjusted to include certain one-time items and exclude equity issuance dilution |
| Subjective (Company/Individual) | 50% | Committee determination | Above Target | 109% | Committee aligned subjective score to Adjusted FAD funding |
Total bonus earned by Simpson for 2024: $1,269,844 .
2024 Long-Term Equity Awards (Grant detail)
| Award Type | Grant Date | Grant Value ($) | Target Units | Vesting |
|---|---|---|---|---|
| Restricted Stock (RSA) | Feb 13, 2024 | $1,475,000 | 48,014 | Ratable over 3 years |
| Absolute TSR PSUs (aTSR) | Feb 23, 2024 | $737,500 | 24,534 | 3-year performance; payout 0–200% based on TSR (22.5% TSR for target) |
| Relative TSR PSUs (rTSR) | Feb 23, 2024 | $737,500 | 22,174 | 3-year performance; payout 0–150% based on percentile vs peer REITs (55th percentile = target; capped at 100% if absolute TSR negative) |
Equity mix: ~50% RSAs, ~25% aTSR PSUs, ~25% rTSR PSUs; continued in 2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 378,319 shares; 0.8% of outstanding (45,887,855 shares) |
| Unvested RSAs | 86,753 shares; vesting tranches: 12,277 on Feb 9, 2025; 13,231 on Feb 8, 2025 & 2026; 16,004 on Feb 13, 2025; 16,005 on Feb 13, 2026 & 2027 |
| PSUs outstanding (at target) | 135,635 target PSUs; interim performance status disclosure (by grant cohort) provided in proxy |
| Options | Company does not currently grant options; no option awards outstanding |
| Dividends on awards | Dividends paid on RSAs; PSU dividend equivalents accrue in cash and pay only if PSUs are earned |
| Hedging/pledging | Prohibited for directors and executive officers; no pre-clearance exceptions |
| Ownership guidelines | Exec Chair/CEO/Co-President: 6x base salary; CFO 3x; EVPs 2x; Directors 5x annual retainer; 5-year compliance window; all execs/directors meet minimums or are within the window |
Employment Terms
| Item | Terms |
|---|---|
| Employment agreement | Dated Nov 12, 2014; 3-year evergreen |
| Base salary (2024; 2025 change) | $860,000 (2024); $500,000 effective Jan 1, 2025 due to Exec Chair role |
| Severance (no change in control) | Lump sum: 4x base salary; health benefits continuation up to 18 months; RSAs fully vest; PSUs vest pro-rata at period end; pro-rated bonus eligibility |
| Change-in-control severance | Double trigger; cash = greater of $3,000,000 or 300% of 5-year average annual compensation; health benefits up to 18 months; equity vests only upon qualifying termination within 24 months of change in control; PSUs vest based on deemed earned amount as of change-in-control date |
| Clawbacks | NYSE-compliant Compensation Recovery Policy adopted 2023; executive agreements include supplemental clawback for misconduct-related restatements within 3 years |
| Tax gross-ups | None for change-in-control; agreements include excise tax cutback provisions |
Estimated Payments (if triggered on 12/31/2024)
| Scenario | Cash Severance | Max/Target Bonus | Health Benefits | Equity Acceleration |
|---|---|---|---|---|
| Termination (no CIC) | $3,440,000 | $2,031,750 | $25,000 | $6,194,988 |
| CIC + qualifying termination | $11,319,100 | $1,161,000 | $25,000 | $9,154,161 |
Board Governance
- Role and independence: Simpson is Executive Chairman and not independent; all other directors are independent; committees are composed solely of independent directors .
- Lead Independent Director: Boyd W. Hendrickson; LID responsibilities include agenda approval, calling independent director sessions, and presiding at executive sessions .
- Committee memberships: Simpson does not serve on any Board committees; Audit, Compensation, ESG, Investment, and Nominating & Corporate Governance details and chairs are disclosed .
- Attendance: Board held 8 meetings in 2024; each Board member attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Director compensation: As an employee, Simpson does not receive separate director compensation .
- Dual-role implications: LTC historically combined Chair and CEO roles; in Dec 2024, management transitioned to Executive Chairman + Co-CEOs, with LID structure supporting independent oversight .
Compensation Governance, Peer Group, and Say-on-Pay
- Independent Compensation Committee; Cook retained as independent consultant; peer group of 19 REITs (healthcare and triple-net) used in late 2023 for 2024 decisions; target total CEO compensation positioned near median; equity awards 50% contingent on TSR .
- Say-on-pay results: 2024—For 26,560,095; Against 2,046,843; Abstain 150,623; broker non-votes 5,734,426 . 2025—For 29,547,653; Against 1,525,296; Abstain 131,538; broker non-votes 5,769,950 .
- Policies: Prohibition on hedging/pledging; NYSE-aligned clawback; ownership guidelines; no change-in-control gross-ups; capped bonuses; compensation risk assessment concluded programs are not likely to have material adverse effect .
Related Party Transactions
- None requiring disclosure under Item 404 of Regulation S-K since the beginning of 2024; policy requires disinterested Board approval for related person transactions >$120,000 .
Performance & Financial Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $128.244M | $127.350M | $132.278M |
| EBITDA ($USD) | $130.562M* | $147.445M* | $160.495M* |
| Net Income ($USD) | $100.024M | $89.735M | $91.040M |
Values marked with * retrieved from S&P Global.
Additional context: 2024 revenue increased $12.6 million (6.4%) YoY; FFO and FAD excluding non-recurring items rose, debt/coverage improved, liquidity expanded with revolver and equity distribution actions . Portfolio and investment actions included joint ventures, loan originations/payoffs, lease amendments, and equity program updates .
Vesting Schedules and Potential Selling Pressure
- Upcoming RSA vesting tranches for Simpson: Feb 2025 (multiple tranches), Feb 2026, Feb 2027; PSUs cliff-vest after three years to the extent earned (rTSR capped at 100% if absolute TSR is negative) .
- 2020 and 2021 PSU cohorts: did not vest in 2024 (performance below thresholds); 2022 cohort interim performance at 180% of target as of Dec 31, 2024; 2023 at 106%; 2024 at 200% (absolute TSR) and 100% (relative TSR) on an interim basis, indicating potential future earnouts subject to final measurement .
- No option grants outstanding; vesting event cadence primarily mid-February each year (board grant practices) .
Equity Ownership Alignment & Pledging
- Strong alignment via high ownership and long-term vesting; hard prohibition on hedging/pledging; robust ownership guidelines and quarterly monitoring by NCGC .
Employment Agreements—Economics and Triggers
- Double-trigger CIC; equity acceleration conditioned on qualifying termination; healthcare continuation; excise tax cutback; pro-rata bonus on CIC .
- Severance outside CIC includes 4x salary and pro-rata bonus eligibility; equity accelerates/earns pro-rata at period end .
Board Service History and Committee Roles
- Director since 1995; Chairman since 2013; Executive Chairman since December 2024 .
- Not independent due to employment; not on committees; LID structure in place for independence .
Director Compensation (Simpson)
- Receives no separate Board fees as an employee; executive compensation included in NEO tables .
Other Directorships & Interlocks
- No other public company boards; Compensation Committee interlocks: none; all members independent .
Investment Implications
- Pay-for-performance structure is disciplined: 50% of equity contingent on absolute/relative TSR, with annual bonus tied 50% to Adjusted FAD and 50% to qualitative assessment; no hedging/pledging and no CIC gross-ups reduce governance risk .
- Upcoming vesting events (Feb 2025–2027) and potential PSU earnouts (subject to final TSR performance) could create periodic liquidity considerations but absence of options reduces typical selling pressure volatility .
- Succession to Executive Chairman and establishment of Co-CEOs plus LID strengthens oversight and may mitigate dual-role concerns; high say-on-pay support and improved 2024 operating metrics point to constructive alignment and execution continuity .
- CIC economics are sizable (>$11.3M estimated cash severance plus equity acceleration if triggered at 12/31/2024), but double-trigger limits payout risk absent termination; clawback and ownership policies add risk controls .