Gail D. Makode
About Gail D. Makode
Gail D. Makode is Omega Healthcare Investors’ Chief Legal Officer (and corporate communications liaison), and one of the company’s named executive officers in 2024–2025 . Her incentive pay is tightly linked to Omega’s operating and shareholder-return metrics; notably, Omega’s three-year Absolute TSR ended 2024 at 21.3% and Relative TSR exceeded its healthcare REIT index by ~1530 bps, driving high-level vesting on performance equity for the period . The company’s annual pay program centers on Funds Available for Distribution (FAD) per share, Tenant Quality, and Leverage, with a subjective component reflecting role-specific priorities .
Past Roles
Skipped — not disclosed in the latest proxy.
External Roles
Skipped — not disclosed in the latest proxy.
Fixed Compensation
Base salary and cash incentives
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary ($) | $462,000 | $474,000 | $493,000 | $513,000 |
| Subjective Bonus ($) | $147,385 | $154,271 | $163,625 | — |
| Non-Equity Incentive Plan Comp ($) | $172,615 | $260,729 | $431,375 | — |
| Annual Cash Incentive Opportunity (% of Base) | 2023 | 2024 | 2025 |
|---|---|---|---|
| Threshold | 50% | 50% | 50% |
| Target | 75% | 75% | 75% |
| High | 125% | 125% | 125% |
Equity grants (annual LTI mix: 60% performance, 40% time-based)
| Grant Detail | 2023 (Grant Date 1/1/2023) | 2024 (Grant Date 1/1/2024) |
|---|---|---|
| Time-Based Units (#) | 15,408 | 15,388 |
| Time-Based Fair Value ($) | $583,193 | $468,103 |
| Relative TSR Units – Target (#) | 22,480 | 23,210 |
| Relative TSR Fair Value ($) | $942,047 | $1,029,823 |
| Absolute TSR Units – Target (#) | 21,270 | 24,040 |
| Absolute TSR Fair Value ($) | $770,764 | $842,574 |
Notes:
- No stock options are outstanding; Omega does not use option awards for NEOs .
- Time-based awards vest on a three-year cliff (e.g., 2023 grant vests 12/31/2025; 2024 grant vests 12/31/2026) .
- Performance awards are earned over three years and, once earned, vest 25% per quarter in the following year .
Performance Compensation
Actual results (key metrics)
| Metric | 2023 Actual | 2024 Actual |
|---|---|---|
| FAD per Share | $2.62 | $2.73 |
| Tenant Quality (%) | 95.20% | 99.03% |
| Leverage (x) | 4.97x | 3.96x |
Annual plan structure and hurdles (illustrative, by year)
| Component (Weight) | 2023 Threshold | 2023 Target | 2023 High | 2024 Threshold | 2024 Target | 2024 High |
|---|---|---|---|---|---|---|
| FAD / Share (30%) | $2.52 | $2.60 | $2.68 | $2.62 | $2.67 | $2.72 |
| Tenant Quality (30%) | 95.00% | 97.00% | 99.00% | 97.00% | 98.00% | 99.00% |
| Leverage (10%) | 5.55x | 5.40x | 5.25x | 4.9x | 4.7x | 4.5x |
| Subjective (30%) | Committee assessment (see below) | — | — | Committee assessment (see below) | — | — |
Committee subjective assessment correlated to HR, governance, risk/compliance:
- 2023: Makode achieved 87% of maximum subjective payout; focus on HR program and leadership development, D&I/vendor governance, ERM/compliance .
- 2024: Makode achieved 88.5% of maximum subjective payout; continued HR/leadership work, governance/sustainability support, ERM/compliance/reporting enhancements .
Long-term performance equity (2014–2024 highlights):
- Three-year Relative TSR ended 2024 at ~+1530 bps vs FTSE Nareit Equity Health Care Index (above high hurdle), and Absolute TSR at 21.3% (above high hurdle) — both earned at high for 2022–2024 cycle .
- In prior cycle ended 2023, Relative TSR earned; Absolute TSR under threshold, so absolute PRSUs did not pay — consistent pay-for-performance alignment .
Equity Ownership & Alignment
| Ownership as of Record Date | 2024 (Apr 8) | 2025 (Apr 9) |
|---|---|---|
| Common Shares Beneficially Owned (#) | 1,142 | 1,142 |
| Unvested Units (RSUs/earned but unvested PRSUs/PIUs) (#) | 69,243 | 114,763 |
| Deferred Stock Units (#) | 55,493 | 117,610 |
| Percent of Class (incl. equivalents) | — | 0.1% |
Alignment policies:
- Stock ownership guidelines: NEOs must hold shares equal to 3× base salary within five years of appointment (company-wide guideline) .
- Anti-hedging and anti-pledging: Directors and officers prohibited from hedging/pledging; all in compliance as of Apr 8, 2024 and Apr 9, 2025 .
- Deferred compensation: Omega permits deferral of vested equity and cash; Makode’s deferred stock unit balances are shown above . Nonqualified deferred activity table shows no new contributions for Makode in 2024 .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement Term | Executive employment agreements (including Makode) currently expire Dec 31, 2027; Omega typically extends annually . |
| Bonus Opportunity (structure) | Threshold/Target/High at 50%/75%/125% of base salary, respectively . |
| Severance (no cause/good reason) | 1.5× (base salary + 3-year average bonus) paid over 18 months; plus 100% COBRA premiums for up to 18 months . |
| Change-in-Control | No excise tax gross-ups; benefits reduced to avoid 280G only if after-tax better for executive . No single-trigger equity vesting; performance awards earn/vest based on measured TSR at change-in-control if employed or with qualifying termination/retirement within 60 days; time-based awards vest 100% with qualifying termination/retirement in proximity to change-in-control . |
| Clawback | Formal clawback adopted 2019; revised in 2023 to comply with SEC/NYSE rules; applies to incentive compensation on restatements . |
Investment Implications
- Pay-for-performance rigor: Annual cash bonuses and LTI payouts track objective operating metrics (FAD/Tenant Quality/Leverage) and three-year TSR outcomes; 2022–2024 cycle paid at high on both Relative and Absolute TSR, indicating alignment during the recent recovery period .
- Retention risk: Severance economics (1.5× salary+bonus, COBRA coverage) and three-year cliff vesting for time-based awards plus quarterly vesting of earned PRSUs provide retention hooks; no single-trigger vesting reduces change-in-control windfalls .
- Ownership alignment: Direct share ownership is small relative to outstanding shares (≤0.1%), but guidelines (3× salary) and deferred stock unit balances enhance alignment; anti-hedging/anti-pledging reduce misalignment risks .
- Governance signals: High say-on-pay support (~94–95%), independent comp consultant (FPC), no option grants, and clawback adoption reflect shareholder-favorable practices .
Appendix: Metric Definitions and Program Design
- FAD, Tenant Quality, and Leverage are non-GAAP measures as defined in Omega’s CD&A .
- Performance equity uses November–December average prices at the start/end of the three-year period to calculate TSR, with earned units vesting quarterly in the subsequent year .
References: