Robert O. Stephenson
About Robert O. Stephenson
Robert O. Stephenson (age 61 as of Feb 1, 2025) is Omega Healthcare Investors’ Chief Financial Officer, serving since August 2001 (24 years of tenure). Prior roles include Senior Vice President & Treasurer at Integrated Health Services (1996–2001) and earlier positions at CSX Intermodal, Martin Marietta, and Electronic Data Systems. As CFO and principal financial officer, he signs SOX 302/906 certifications and is responsible for disclosure controls and internal control over financial reporting. Executive pay is closely tied to Omega’s performance metrics: three-year Absolute TSR and Relative TSR (vs FTSE Nareit Equity Health Care), FAD per share, Tenant Quality, and Leverage. Omega reported three-year Absolute TSR of 21.3% and Relative TSR outperformance of ~1,530 bps for the period ended 12/31/2024; compensation earned at the high level for both TSR metrics, alongside FAD per share of $2.73, Tenant Quality of 99.03%, and Leverage of 3.96x.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Omega Healthcare Investors | Chief Financial Officer | Aug 2001–present | Principal financial officer; signed SOX certifications; overseer of disclosure controls and ICFR; key in performance-aligned compensation construct and capital allocation discipline. |
| Integrated Health Services, Inc. | Senior Vice President & Treasurer | 1996–2001 | Corporate finance and treasury leadership in long-term care sector; precursor to CFO role at Omega. |
| CSX Intermodal; Martin Marietta; Electronic Data Systems | Various roles | Not disclosed | Early career roles building finance/operations and systems expertise applicable to REIT capital markets and reporting. |
External Roles
- None disclosed for Stephenson.
Fixed Compensation
Multi-year summary for Stephenson:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 541,000 | 555,000 | 577,000 |
| Subjective Bonus ($) | 182,869 | 179,715 | 190,125 |
| Non-Equity Incentive Plan (Objective) ($) | 202,131 | 305,285 | 504,875 |
| Stock Awards – Grant Date Fair Value ($) | 3,895,991 | 4,144,497 | 4,310,497 |
| All Other Compensation ($) | 26,111 | 27,983 | 29,017 |
| Target Annual Bonus (% of Salary) | N/A | N/A | 75% |
2024 single-year detail:
| Component | Amount |
|---|---|
| Base Salary ($) | 577,000 |
| Total Annual Cash Bonus Paid ($) | 695,000 (sum of objective and subjective) |
| Target Bonus ($) | 432,750 (75% of $577,000) |
Performance Compensation
2024 Annual Cash Incentive structure and results (Stephenson):
| Metric | Weighting | Threshold | Target | High | Actual Result | Payout ($) |
|---|---|---|---|---|---|---|
| FAD per Share | 30% | $2.62 | $2.67 | $2.72 | $2.73 | 216,375 |
| Tenant Quality (%) | 30% | 97.00% | 98.00% | 99.00% | 99.03% | 216,375 |
| Leverage (x) | 10% | 4.9x | 4.7x | 4.5x | 3.96x | 72,125 |
| Individual Performance | 30% | $86,550 (threshold) | $129,825 (target) | $216,375 (high) | Not quantified (Committee assessment) | 190,125 |
| Total Annual Cash Bonus Paid | — | — | — | — | — | 695,000 |
2024 Long-Term Incentive (LTI) granted (three-year performance period commencing 1/1/2024; vesting details below):
| Award Type | Grant Date | Units (Target) | Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|
| Time-based Units | 1/1/2024 | 28,340 | 862,103 | Cliff vest after 3 years; pro-rata on Qualifying Termination; 100% if Qualifying Termination/Retirement near Change in Control; dividend equivalents paid currently. |
| Relative TSR-based Units | 1/1/2024 | 42,746 | Part of $3,448,394 combined | Payout: Threshold -300bps; Target +50bps; High +300bps vs FTSE Nareit Equity Health Care Index; if earned, vest 25% per quarter in 2027; CIC earns to-date performance. |
| Absolute TSR-based Units | 1/1/2024 | 44,274 | Part of $3,448,394 combined | Payout: Threshold 8%; Target 10%; High 12% three-year Absolute TSR; if earned, vest 25% per quarter in 2027; CIC earns to-date performance. |
Performance results for prior cycle (period ended 12/31/2024): Relative TSR ~+1530 bps (earned at high) and Absolute TSR 21.3% (earned at high); Stephenson had earned but unvested units scheduled to vest quarterly in 2025 (four installments).
| Earned 2022–2024 Units (as of 12/31/2024) | Units |
|---|---|
| Absolute TSR-based (earned, vest in 2025) | 102,950 |
| Relative TSR-based (earned, vest in 2025) | 106,633 |
Equity Ownership & Alignment
| Item | Amount/Status |
|---|---|
| Common Stock Beneficially Owned (direct) | 183,076 shares; <0.10% of class |
| Unvested Units (RSUs/earned but unvested PRSUs/Profits Interest Units) | 238,994 units |
| Deferred Stock Units | 492,432 units |
| Percent of Class (including common stock equivalents) | 0.3% |
| Options Outstanding | None |
| Stock Ownership Guidelines | Executives: 3× base salary within 5 years; CEO 6×; Directors 5× retainer |
| Hedging/Pledging | Prohibited; all directors/officers compliant as of Apr 9, 2025 |
| Deferred Compensation Activity (2024) | Executive contributions $242,600; aggregate balance $1,284,693 |
Insider selling pressure signals:
- Quarterly vesting in 2025 of earned 2022–2024 TSR units (total 209,583 units for Stephenson) may create periodic liquidity windows; anti-hedging/pledging mitigates leverage-based selling; dividend equivalents accrue on PRSUs and are paid only if awards are earned.
Employment Terms
| Term | Stephenson |
|---|---|
| Employment Agreement Term | Expires Dec 31, 2027 (customarily extended annually) |
| Annual Bonus Framework (2025) | Threshold 50%, Target 75%, High 125% of base salary; metrics/leverage unchanged from 2024 |
| Severance (Without Cause / Good Reason) | 2× (salary + average bonus of last 3 years); paid in installments over 24 months; 100% COBRA premiums for up to 18 months |
| Change-in-Control | No single-trigger vesting; time-based units accelerate only upon Qualifying Termination/Retirement near CIC; performance units earn/vest only to actual performance through CIC date |
| Non-Compete / Non-Solicit | During employment and for period equivalent to severance period thereafter (24 months for 2× multiple); applies to named competitors and healthcare net-lease businesses across Omega geographies |
| Clawback Policy | Adopted 2019; revised 2023 per SEC/NYSE; recovers erroneous incentive comp after restatements (lookback 3 fiscal years) |
| Tax Gross-Ups | No excise tax gross-ups; payments reduced to avoid excise tax if after-tax benefit higher |
Illustrative potential payouts (as of 12/31/2024):
- Involuntary Without Cause/Good Reason: Severance $2,197,333; plus equity acceleration per terms (see table for scenario values).
Compensation Structure vs Performance (Pay-for-Performance)
- Target bonus %: 75% of salary; actual 2024 total cash bonus $695,000 (≈161% of target) reflects high achievement on FAD per share ($2.73), Tenant Quality (99.03%), and Leverage (3.96x), plus strong individual performance; Omega’s CEO/NFOs’ bonuses were designed with 70% objective and 30% subjective weighting.
- LTI rigor: 60% performance-based (45% Absolute TSR, 55% Relative TSR) and 40% time-based; TSR hurdles set at 8/10/12% absolute and -300/+50/+300 bps relative; 2022–2024 cycle earned at the high level for both TSR metrics.
- Governance overlay: 94.5% Say-on-Pay approval at 2024 meeting; independent consultant (Ferguson Partners) benchmarks to peer median; clawback and anti-hedging/pledging policies; no single-trigger CIC vesting; no tax gross-ups.
Compensation Peer Group and Benchmarking
- 2024 peer group included WELL, VTR, DOC (merged from PEAK/Physicians Realty), GLPI, WPC, OHI, FRT, NNN, STAG, HR, SBRA, MPW; aim for aggregate NEO pay near peer median.
- 2025 peer group revised: MPW removed; Physicians Realty/Spirit removed due to acquisitions; Agree Realty, Broadstone Net Lease, EPR Properties added.
Performance & Track Record
- Operating execution: 2024 investments of $1.1B (incl. $696M acquisitions, $370M loans), $107M capex/CIP; dispositions $95M (net gain ~$13M); maintained $0.67/share quarterly dividend; ended 2024 with $518M cash plus $1.45B revolver availability.
- Shareholder returns: Outperformed FTSE Nareit Equity Health Care and MSCI US REIT indices across 1-, 3-, 5-, and 10-year periods on annualized Absolute TSR at year-end 2024; three-year Absolute TSR (21.3%) and Relative TSR (~+1530 bps) drove high-level LTI vesting.
Risk Indicators & Red Flags
- Hedging/pledging prohibited; all directors/officers in compliance (reduces misalignment risk from collateralized shares).
- No single-trigger vesting and clawback policy mitigate windfall and restatement risks; leverage/tenant quality non-GAAP metrics are defined and reconciled (reduces metric manipulation risk).
Equity Award Vesting Schedule Details (Stephenson)
| Award | Cycle | Status at 12/31/2024 | Vesting Cadence |
|---|---|---|---|
| 2022–2024 Absolute TSR Profits Interest Units | Earned | 102,950 earned, unvested | Vests quarterly across 2025 (four installments) |
| 2022–2024 Relative TSR Profits Interest Units | Earned | 106,633 earned, unvested | Vests quarterly across 2025 (four installments) |
| 2023–2025 Time-based Units | Unvested | 29,827 | Cliff vests 12/31/2025 (pro-rata exceptions) |
| 2023–2025 Performance Units (Absolute/Relative TSR) | Tracking high as of 12/31/2024 | 115,078 Absolute; 130,691 Relative (at high tracking) | If earned, vest quarterly in 2026 |
| 2024–2026 Time-based Units | Unvested | 28,340 | Cliff vests 12/31/2026 (pro-rata exceptions) |
| 2024–2026 Performance Units (Absolute/Relative TSR) | Mixed tracking as of 12/31/2024 | 127,922 Absolute (between threshold/target); 131,450 Relative (at high) | If earned, vest quarterly in 2027 |
Employment Agreements – Change-in-Control Economics (Illustrative)
- Involuntary termination without cause/for good reason: Severance of $2,197,333 plus potential equity vesting subject to actual performance and vesting rules; COBRA premium $47,902.
- Death/Disability: Equity accelerates per plan terms; bonus $695,000 for 2024 shown in illustration.
Say-on-Pay & Shareholder Feedback
- 94.5% approval for 2023 NEO compensation at 2024 annual meeting; Committee continues to consider vote outcomes in program design.
Investment Implications
- Alignment: High proportion of at-risk pay (performance LTI with rigorous TSR hurdles) and no pledging/hedging suggests strong shareholder alignment; quarterly vesting of earned TSR units in 2025–2027 creates predictable supply but policies discourage leveraged selling.
- Retention risk: Two-year non-compete/non-solicit tail and double-trigger CIC vesting reduce forced attrition incentives; severance multiple (2×) is moderate vs REIT peers, balancing retention and governance.
- Execution: 2024 operating metrics (FAD, tenant collections, leverage) achieved at high levels, supporting above-target cash bonus and validating metric selection; ongoing reliance on TSR and non-GAAP measures requires continued transparency and discipline.
- Governance: Strong say-on-pay support, clawback, and absence of excise tax gross-ups lower governance risk; peer benchmarking at median reduces pay inflation risk.