Kapila K. Anand
About Kapila K. Anand
Kapila K. Anand, age 71, is an independent director of Omega Healthcare Investors (OHI) since 2018 and currently serves as Chair of the Board’s Audit Committee; she is a Certified Public Accountant with deep audit and governance expertise, including climate leadership and cyber risk certifications earned in 2022 and 2023 . Her background includes decades as an audit and advisory partner at KPMG, senior advisory roles post-retirement, and extensive board service across public and non-profit organizations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Audit and Advisory Partner; National Partner-in-Charge, Public Policy Business Initiatives | 1989–Mar 2016 | Led Travel, Leisure & Hospitality segment and served on Global Real Estate Steering; involved in risk and governance projects including IT general controls |
| KPMG LLP | Senior Advisor | Mar 2016–2020 | Continued governance and advisory support to KPMG |
| KPMG Foundation | Chair | Prior to 2016 (not specified) | Oversight of philanthropic activities |
| The Chicago Network | Chair | Prior to 2016 (not specified) | Leadership in senior executive network organization |
| Women Corporate Directors E&D Foundation | Global Lead Director | Prior (not specified) | Global governance education and development leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elanco Animal Health, Inc. (NYSE:ELAN) | Director | Sep 2018–present | Audit Committee Chair; Nominating & Governance Committee member |
| Extended Stay America, Inc. (NASDAQ:STAY) | Director | Jul 2016–Jun 2021 | Compensation Committee Chair |
| ESH Hospitality, Inc. (REIT subsidiary of ESA) | Director | May 2017–Jun 2021 | Audit Committee Chairwoman |
| Rush University Medical Center | Board member | Current (not specified) | Non-profit hospital governance |
Board Governance
- Committee assignments: Audit Committee Chair; members include Anand (Chair), Craig R. Callen, Kevin J. Jacobs, and Burke W. Whitman .
- Committee meeting cadence (2024): Audit 4; Compensation 4; Investment 6; Nominating & Corporate Governance 4 .
- Independence and attendance: All directors except the CEO are independent; each director attended more than 75% of Board and committee meetings in 2024; the Board held six meetings .
- Leadership structure: Independent Chair of the Board (Craig R. Callen); executive sessions of independent directors generally occur at each regularly scheduled Board and Committee meeting .
- Risk oversight: Audit Committee oversees financial reporting and controls; Board formed an AI Committee in 2025 to oversee AI-related risks within enterprise risk management .
- Policies: Written related party transaction approval policy; anti-hedging and anti-pledging policies (all directors compliant as of April 9, 2025); director over-boarding policy (≤3 other public boards unless approved) .
- Stock ownership guidelines: Non-employee directors must own shares equal to at least 5× the annual cash retainer within five years of appointment .
2024 Committee Meetings
| Committee | Meetings in 2024 |
|---|---|
| Audit | 4 |
| Compensation | 4 |
| Investment | 6 |
| Nominating & Corporate Governance | 4 |
Fixed Compensation
- Program structure: Non-employee directors receive an annual cash retainer of $75,000; annual equity grant valued at $150,000 (time-based, vesting to next annual meeting); Audit Committee Chair fee $30,000; meeting fees of $1,500 apply only above set thresholds; effective with the 2025 Annual Meeting, retainer increases to $82,500, equity grant to $165,000, and Committee Chair fees for Compensation and Investment rise to $25,000 .
- 2024 actuals (Anand): Fees earned or paid in cash $80,000; stock awards $187,500; total $267,500; grant date June 7, 2024; 5,756 shares/units awarded; Anand elected to receive 30% of her annual retainer in cash, defer the remaining retainer into equity, and defer her annual equity grant .
| Item | Value |
|---|---|
| Fees earned or paid in cash (2024) | $80,000 |
| Stock awards (2024 grant-date fair value) | $187,500 |
| Total director compensation (2024) | $267,500 |
| Grant date (2024) | 06/07/2024 |
| Shares/Units awarded (2024) | 5,756 |
| 2025 program changes (effective at 2025 Annual Meeting) | Retainer $82,500; equity grant $165,000; Compensation/Investment Chair fees to $25,000 |
Performance Compensation
- Non-employee director equity awards vest based on continued service until the next annual meeting; OHI does not use performance-based metrics or options for director compensation .
Other Directorships & Interlocks
| Type | Company | Role/Committee |
|---|---|---|
| Current public board | Elanco Animal Health, Inc. (NYSE:ELAN) | Audit Committee Chair; Nominating & Governance member |
| Prior public board | Extended Stay America, Inc. (NASDAQ:STAY) | Compensation Committee Chair (2016–2021) |
| Prior public board | ESH Hospitality, Inc. | Audit Committee Chairwoman (2017–2021) |
- Interlocks/conflicts: No related party transactions disclosed for Anand; OHI’s related party transaction policy requires approval by a majority of disinterested directors; none of the independent directors (including Anand) had material relationships with OHI beyond director compensation .
Expertise & Qualifications
- CPA with extensive audit and accounting experience in real estate (including REITs) and healthcare; designated by the Board as an “audit committee financial expert” .
- Certifications: Diligent Climate Leadership (2022) and NACD Cyber Risk Oversight (2023) .
- Strategic and governance experience: KPMG leadership roles and oversight of risk, governance, and IT controls; current and prior public company committee chair roles .
Equity Ownership
| Metric (as of April 9, 2025) | Amount | Notes |
|---|---|---|
| Common stock beneficially owned | 14,676 | Less than 0.10% of class |
| Other common stock equivalents (DSUs) | 35,599 | Deferred stock units |
| OP Units | — | None disclosed for Anand |
| Shares outstanding (context) | 287,147,508 | Company total shares outstanding |
| Hedging/Pledging | Prohibited; all directors compliant as of Apr 9, 2025 | Alignment safeguard |
| Ownership guideline | ≥5× annual cash retainer within 5 years | Director guideline; individual compliance status not disclosed |
Governance Assessment
- Strengths: Independent audit chair with “financial expert” designation; strong attendance (>75% across directors); independent chair structure and frequent executive sessions; robust anti-hedging/pledging and related-party policies; director equity deferrals enhance long-term alignment .
- Compensation governance signal: Shareholders approved say-on-pay at ~94.5% in 2024, reflecting sustained support for OHI’s pay practices (indicative of overall governance credibility) .
- Potential risks/red flags: None disclosed specific to Anand; over-boarding risk appears contained under OHI’s policy (Anand holds one current public board in addition to OHI) .
- Audit oversight continuity: EY has served as OHI’s independent auditor since 1992; the Audit Committee (chaired by Anand) reviewed independence and pre-approves services; 2024 audit fees $2,227,000; tax fees $1,279,000 .