Dr. Lisa C. Egbuonu-Davis

About Dr. Lisa C. Egbuonu-Davis

Independent director at Omega Healthcare Investors, Inc. (OHI), age 67, serving since 2021. She is a member of the Compensation Committee and the Nominating & Corporate Governance Committee, with deep expertise in pharmaceuticals, medical outcomes, and public health from senior roles at Danaher, Sanofi, and Pfizer; she currently serves on boards of Avanos Medical and Phreesia .

Past Roles

External Roles

Board Governance

• Committee assignments (post–June 6, 2025): Compensation Committee (member); Nominating & Corporate Governance Committee (member). 2025 committee chairs: Compensation—Burke W. Whitman; Nominating & Corporate Governance—Stephen D. Plavin .
• Independence: Board determined all directors are independent except the CEO; all Compensation, Audit, and Nominating committee members meet NYSE independence standards .
• Attendance: Board held six meetings in 2024; every director attended >75% of Board and relevant committee meetings. Committee meetings in 2024: Audit 4; Compensation 4; Investment 6; Nominating & Corporate Governance 4 .
• Executive sessions: Independent director sessions generally held at each Board and Committee meeting; Chair and CEO roles separated .
• Over-boarding policy: Directors should sit on no more than three public company boards in addition to OHI unless approved; directors must notify before accepting new boards .
• Stock ownership guidelines: Non-employee directors must own shares equal to at least five times the annual cash retainer within five years of appointment .
• Anti-hedging/pledging: Hedging and pledging prohibited; all directors in compliance as of April 9, 2025 .

Fixed Compensation

• Program structure (2024): Annual cash retainer $75,000; annual equity grant of restricted stock (or equivalents) $150,000; Committee chair/member fees (Audit chair $30,000/member $12,500; Compensation chair $20,000/member $9,000; Nominating chair $25,000/member $7,500; Investment chair $20,000/member $7,500); meeting fees $1,500 above thresholds; Chair of the Board $120,000 (50% in equity) .
• Program update (effective 2025 Annual Meeting): Cash retainer increased to $82,500; annual equity grant to $165,000; Compensation and Investment Committee chair fees increased to $25,000 .

2024 Non-Employee Director Compensation – Dr. Lisa C. Egbuonu-Davis

2024 Annual Grant Detail – Dr. Lisa C. Egbuonu-Davis

Notes:

• Directors may elect to receive cash retainers in equity and may defer equity or cash under company plans .
• Director equity is one-year time-based vesting until the next annual meeting (subject to 100% acceleration upon death, disability, change in control, or at the Compensation Committee’s discretion) .

Performance Compensation

• Not applicable for directors: OHI’s director compensation does not include performance-based metrics; equity grants vest based on service rather than performance .

Other Directorships & Interlocks

• Current public boards: Avanos Medical (Governance member; Compliance chair); Phreesia (Governance member) .
• Interlocks/conflicts: Compensation Committee interlocks report indicates no relationships requiring Item 404 disclosure for committee members (including Dr. Egbuonu-Davis) during 2024 .
• Related-party transactions: Company policy requires Audit Committee/independent directors approve any transaction involving director/officer material interest; no director relationships precluding independence noted .

Expertise & Qualifications

• Strategic and operational leadership across pharmaceuticals, diagnostics, and public health; experience designing research, commercialization, and investment strategies for diverse patient populations .
• Outcomes research and reimbursement/value assessment expertise from 13 years at Pfizer .
• Board governance experience with compliance (chair role) and governance committees at two public healthcare companies .

Equity Ownership

Additional alignment policies:

• Director stock ownership guideline of 5× cash retainer within five years of appointment .
• Hedging/pledging prohibited; all directors in compliance as of April 9, 2025 .

Governance Assessment

• Committee engagement: Active roles on Compensation and Nominating & Governance; committee structures and independence robust, with clear chair roles and defined risk oversight .
• Attendance and participation: >75% attendance; Board emphasizes annual meeting participation and independent executive sessions—positive engagement signals .
• Pay and ownership alignment: Balanced cash/equity director pay; service-vested equity encourages ownership; strong anti-hedging/pledging and ownership guidelines—positive alignment .
• Shareholder support: Strong say-on-pay trends (94.5% approval in 2024; approved again in 2025 with 190,077,014 votes “For”)—reflects investor confidence in compensation governance .
• Conflicts and red flags: No Item 404 related-party disclosures for Compensation Committee members; hedging/pledging prohibited; over-boarding policy in place; current external board count (two) within policy limits—no red flags disclosed .

Appendix: Committee Assignments and Meetings

Committee Memberships (post–June 6, 2025)

2024 Meeting Counts

Shareholder Votes (Engagement Snapshot)

• 2024 Annual Meeting: Say-on-Pay approved by ~94.5% of votes cast .
• 2025 Annual Meeting: Director nominees elected; Auditor ratified; Say-on-Pay approved (For 190,077,014; Against 8,122,265; Abstentions 1,104,810); Charter amendment approved (For 231,662,341; Against 8,905,260; Abstentions 1,490,136) .