C. Taylor Pickett
About C. Taylor Pickett
Chief Executive Officer of Omega Healthcare Investors, Inc. since 2001 and Director since May 2002; non‑independent director (age 63). Prior roles include EVP & CFO and senior leadership positions at Integrated Health Services, with earlier experience at PHH Corporation and KPMG Peat Marwick, providing deep financial, healthcare, and M&A expertise . Under his tenure, Omega reported strong 2024 operating outcomes (FAD/share $2.73, Tenant Quality 99.03%, Leverage 3.96x) and outperformed the FTSE Nareit Equity Health Care Index and MSCI US REIT on 1-, 3-, 5-, and 10-year TSR; Omega maintained its $0.67 quarterly dividend in 2024 and executed $1.1B in investments (114 facilities acquired, $370M loans) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Omega Healthcare Investors, Inc. | Chief Executive Officer | 2001–present | Led disciplined capital allocation; maintained dividend while investing $1.1B in 2024; TSR outperformance vs sector indices over multi‑year periods |
| Integrated Health Services, Inc. (NYSE:IHS) | EVP & CFO | 1998–2001 | Finance and restructuring leadership in long‑term care services |
| Integrated Health Services, Inc. | Senior management | 1993–1998 | Multiple senior roles supporting operations/finance |
| PHH Corporation | Various positions | pre‑1993 | Corporate finance/operations experience |
| KPMG Peat Marwick | Various positions | pre‑PHH | Audit/financial expertise foundation |
External Roles
| Organization | Role | Years | Committee roles |
|---|---|---|---|
| COPT Defense Properties (NYSE:CDP) | Trustee | Nov 2013–present | Chair, Compensation Committee; Member, Investment Committee |
Board Governance (OHI)
- Board service history and independence: Director since 2002; non‑independent (as CEO) .
- Board leadership: Roles of Chair and CEO are separated; independent Chair presides over executive sessions at each regularly scheduled Board/Committee meeting .
- Committee roles at OHI: No standing committee memberships listed for Pickett; he serves as the sole member of the Special Administrative Committee under the equity plan for grants to non‑executive employees .
- Attendance: Each director attended >75% of Board and applicable committee meetings in 2024 .
- Director compensation: Employee directors receive no director compensation .
- Dual‑role implications: CEO+Director with independent Chair and majority‑independent Board (7/8) mitigates concentration of power and supports pay/governance oversight .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of base) | Non‑Equity Incentive Paid ($) | Subjective Bonus ($) | Total Cash Bonus ($) |
|---|---|---|---|---|---|
| 2024 | 930,000 | 125% | 1,302,000 | 498,000 | 1,800,000 |
| 2025 | 967,000 | 125% (unchanged) | — | — | — |
Notes: CEO pay ratio 50:1 for 2024 (CEO $13.55M vs median employee $269,661) .
Performance Compensation
Annual Incentive Design and 2024 Outcomes (CEO)
| Metric | Weight | Threshold | Target | High | 2024 Result | CEO Payout ($) |
|---|---|---|---|---|---|---|
| FAD per share | 30% | $2.62 | $2.67 | $2.72 | $2.73 | 558,000 |
| Tenant Quality | 30% | 97.0% | 98.0% | 99.0% | 99.0% | 558,000 |
| Leverage (Net Debt/EBITDA) | 10% | 4.9x | 4.7x | 4.5x | 3.96x | 186,000 |
| Individual (Subjective) | 30% | — | — | — | 89% of max (succession, sustainability, analytics/talent) | 498,000 |
Program notes:
- Weighting: 70% objective (FAD, Tenant Quality, Leverage) + 30% individual .
- CEO earned 155% of target annual cash incentive for 2024 performance .
Long‑Term Incentives (structure and 2024 grants)
- Design: 60% performance‑based (PRSUs/Profits Interest Units) on 3‑year TSR metrics; 40% time‑based (RSUs/Profits Interest Units) with 3‑year cliff vest. Earned performance units vest 25% per quarter in the year following the performance period; no single‑trigger vest; rigorous TSR hurdles (Relative vs FTSE Nareit Equity Health Care Index; Absolute TSR hurdles 8%/10%/12%) .
- 2024 CEO grants:
- Time‑based units: 71,105 units; grant‑date fair value $2,163,014; vests 12/31/2026 (3‑year cliff) .
- Performance units (targets): Relative TSR 107,248 units (FV $4,758,597); Absolute TSR 111,086 units (FV $3,893,389); 3‑year period 1/1/2024–12/31/2026; earned units vest quarterly in 2027 .
| Grant Year | Grant Date | Instrument | Units (target) | Grant‑date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2024 | 1/1/2024 | Time‑based Units | 71,105 | 2,163,014 | Cliff 12/31/2026 |
| 2024 | 1/1/2024 | PRSU – Relative TSR | 107,248 | 4,758,597 | Earned → 25% quarterly in 2027 |
| 2024 | 1/1/2024 | PRSU – Absolute TSR | 111,086 | 3,893,389 | Earned → 25% quarterly in 2027 |
Performance calibration (for 2024 grant):
- Relative TSR vs FTSE Nareit Health Care Index: 50% payout at −300 bps, 100% at +50 bps, 200% at +300 bps .
- Absolute TSR: 50% at 8%, 100% at 10%, 200% at 12% (3‑year CAGR) .
Realization/vesting cadence and potential selling pressure:
- 2022–2024 PRSUs earned at “high” level (3‑yr Absolute TSR 21.3% and Relative TSR +1530 bps); vest quarterly during 2025 .
- 2023–2025 PRSUs tracking at high level as of 12/31/2024 (vest in 2026 if performance persists) .
- 2024–2026 PRSUs: Relative TSR tracking high; Absolute TSR tracking between threshold/target as of 12/31/2024 (vest in 2027 to extent earned) .
Equity Ownership & Alignment
| Category | Amount | Notes |
|---|---|---|
| Common stock beneficially owned | 4,100 shares | As of Apr 9, 2025 |
| Unvested RSUs/earned‑but‑unvested PRSUs/Profits Interest Units | 572,046 units | Subject to continued service/performance |
| Deferred stock units | 575,539 units | Aggregate deferral under Deferred Stock Plan |
| OP Units (partnership) | 888,588 units | Redeemable/exchangeable one‑for‑one into OHI shares |
| Percent of class incl. equivalents | 0.7% | Based on 287.1M shares + 10.96M equivalents |
| Excluded gifted OP Units | 225,000 units | Gifted to irrevocable trust (no voting power) |
Alignment policies and status:
- Stock ownership guidelines: CEO must hold ≥6x base salary; directors and officers covered; ownership multiples monitored (graph disclosed) .
- Anti‑hedging and anti‑pledging: Hedging/pledging prohibited; all directors and officers in compliance as of Apr 9, 2025 .
- No stock options outstanding (companywide) as of 12/31/2024 .
Employment Terms
| Term | Details |
|---|---|
| Employment agreement term | Current executive agreements (including CEO) expire Dec 31, 2027; typically extended annually |
| Annual bonus opportunity (CEO) | Threshold 100%, Target 125%, High 200% of base salary |
| Severance (CEO) | If terminated without cause or resigns for good reason: 3x (base salary + 3‑year avg bonus), plus up to 18 months COBRA (100% paid) |
| CIC treatment | No excise tax gross‑ups; cut‑back to avoid excise tax if beneficial . Time‑based units accelerate on a qualifying termination or retirement occurring after/within 60 days before a CIC; performance units vest only to extent earned as of CIC; no single‑trigger vesting . |
| Restrictive covenants | Non‑compete and non‑solicit during employment and for a period equal to the severance period thereafter (CEO: 36 months), covering states/countries where Omega does business |
| Clawback policy | Adopted 2019; revised in 2023 to comply with SEC/NYSE; recovers erroneously awarded incentive comp upon material restatements (3 completed fiscal years lookback) |
Selected potential payouts (as of 12/31/2024, for scenario analysis):
- Involuntary termination without cause/for good reason (no CIC): Cash severance $6,815,000; COBRA $47,902; equity vesting per plan (values depend on tranche/status) .
- CIC with termination: Equity accelerates only to extent earned and per double‑trigger provisions; see detailed table in proxy .
Compensation Committee, Peer Benchmarking, Say‑on‑Pay
- Committee composition (2024): Chair Burke W. Whitman; members Dr. Lisa C. Egbuonu‑Davis, Barbara B. Hill, Stephen D. Plavin; all independent .
- Independent consultant: Ferguson Partners Consulting (FPC) advises on benchmarking, peer selection, and leadership consulting for succession .
- Peer group (2024): REITs including WELL, VTR, DOC, GLPI, WPC, FRT, NNN, STAG, HR, SBRA, MPW (STORE removed; Physicians Realty merged) . Target positioning generally around median, with individual adjustments for role/performance/internal equity .
- 2025 peer updates: Removed MPW, DOC (Physicians Realty merged), Spirit; added Agree Realty (ADC), Broadstone Net Lease (BNL), EPR Properties .
- Say‑on‑pay support: 94.5% in 2024; ≥93% for each of the last nine years; committee considered results in setting 2025 pay .
Performance & Track Record Highlights
| Metric/Item | Detail |
|---|---|
| 2024 capital deployment | $1.1B investments (114 facility acquisitions $696M; $370M loans), $107M capex/CIP; $95M dispositions |
| Balance sheet liquidity | $518M cash + $1.45B revolver availability at 12/31/2024 |
| Dividend | Maintained $0.67/share quarterly throughout 2024 |
| Multi‑year TSR | Outperformed FTSE Nareit Equity Health Care Index and MSCI US REIT on 1‑, 3‑, 5‑, 10‑year annualized TSR as of YE 2024 |
| 3‑yr LTI performance | 3‑yr Absolute TSR 21.3% and Relative TSR +1530 bps (both earned at “high”) for period ended 12/31/2024 |
Investment Implications
- Pay‑for‑performance alignment is strong: ~88% of CEO 2024 target compensation was variable/at‑risk; 72% equity; LTI earned outcomes map directly to 3‑year Absolute and Relative TSR with rigorous hurdles tied to a healthcare REIT index, mitigating pay‑inflation risk and underpinning alignment with shareholder returns .
- Vesting calendar may create periodic supply: 2022–2024 earned PRSUs vest quarterly in 2025; 2023–2025 tranches tracking high could vest quarterly in 2026; 2024–2026 Relative TSR tranche tracking high as of YE24 could vest in 2027; Absolute TSR tranche tracking between threshold/target as of YE24 moderates 2027 vest potential .
- Retention risk appears contained: Employment agreement through 2027, double‑trigger CIC design, robust ownership/anti‑hedging policies, and retirement‑eligibility rules that provide prorated vesting subject to restrictive covenants reduce abrupt departure risk; however, retirement eligibility for the CEO (age 63 with long tenure) means prorated vesting could still occur with compliance, which investors should monitor .
- Governance mitigants to dual role: Independent Chair, majority‑independent Board, executive sessions each meeting, strong say‑on‑pay outcomes, and clawback/anti‑pledge policies reduce governance and compensation risk while supporting oversight of CEO performance .