Vikas Gupta
About Vikas Gupta
Vikas Gupta, age 44 as of February 1, 2025, is Omega Healthcare Investors’ Chief Investment Officer (CIO) effective January 1, 2025, after serving as Senior Vice President of Acquisitions & Development since April 2015; he joined Omega in July 2011 and previously held healthcare lending roles at CapitalSource Finance (2003–2011) overseeing a portfolio of healthcare assets . Company performance incentives tied to TSR and operating metrics are the primary levers for executive pay, with Omega outperforming FTSE Nareit Equity Health Care and MSCI US REIT indices on 1-, 3-, 5-, and 10-year annualized TSR through year-end 2024; management bonuses are driven by FAD per share, Tenant Quality, and Leverage targets, all achieved at “high” levels in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Omega Healthcare Investors | Chief Investment Officer | Jan 2025–present | Oversees investment strategy and portfolio allocation in senior care real estate |
| Omega Healthcare Investors | SVP, Acquisitions & Development | Apr 2015–Dec 2024 | Led acquisitions/development; integral to executing accretive investments program |
| Omega Healthcare Investors | Various roles | Jul 2011–Mar 2015 | Progressively responsible positions following join date |
| CapitalSource Finance | Senior Loan Officer/VP | 2003–Jul 2011 | Oversaw portfolio of healthcare assets; credit underwriting and portfolio management |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external roles disclosed |
Fixed Compensation
| Element | 2025 Terms | Notes |
|---|---|---|
| Base Salary | $525,000 (effective Jan 1, 2025) | Annual review for potential increase |
| Annual Bonus Opportunity (High) | 125% of base salary | Company sets metric design consistent with FAD/Tenant Quality/Leverage framework |
Performance Compensation
| Metric | Weighting | Threshold | Target | High | 2024 Actual | Payout Direction |
|---|---|---|---|---|---|---|
| FAD per share | 30% | $2.62 | $2.67 | $2.72 | $2.73 | High achieved |
| Tenant Quality (%) | 30% | 97.00% | 98.00% | 99.00% | 99.03% | High achieved |
| Leverage (x) | 10% | 4.9x | 4.7x | 4.5x | 3.96x | High achieved |
| Individual Objectives | 30% | Committee-discretion | Committee-discretion | Committee-discretion | CEO/CFO/GC payout examples disclosed; Booth excluded due to departure | Subjective to role |
Additional LTI design: Long-term equity awards split 60% performance-based (Absolute TSR 45% / Relative TSR 55%) and 40% time-based, over three-year performance periods; earned performance awards vest 25% per calendar quarter post-performance period, enhancing retention . For the 2022–2024 cycle, both Absolute and Relative TSR awards were earned at the high level (Absolute TSR 21.3%; Relative TSR +1,530 bps vs FTSE Nareit Health Care) .
Equity Ownership & Alignment
| Category | Quantity | Vesting/Terms | Alignment Notes |
|---|---|---|---|
| Common Shares | 2,091 | Owned; ESPP participation | Direct share ownership |
| OP Units (as-converted to Common) | 83,463 | Redeemable for cash or 1:1 common at holder/issuer election; no expiration | Economic exposure to equity; potential liquidity vector |
| Profits Interest Units (time-based) | 42,753 total | Grants: 1/1/22 (11,957), 1/1/23 (15,408), 1/1/24 (15,388); 3-year cliff vest on 12/31/25, 12/31/26, 12/31/27, respectively; distributions accrue | Scheduled vesting creates future delivery; retention support |
| Pledging/Hedging | Prohibited; all officers in compliance as of Apr 9, 2025 | Anti-hedging/anti-pledging policy | Reduces misalignment risk |
| Stock Ownership Guidelines | 3x base salary for executive officers; 5-year compliance window (new execs Jan 2025) | Multiple based on salary; once met, price declines don’t affect compliance | Long-term alignment requirement |
| Shares Outstanding (reference) | 287,147,508 (Apr 9, 2025) | — | Denominator for % ownership context |
Vested vs unvested: PIUs listed above are unvested until cliff dates; OP Units are already held and redeemable; no stock options reported for Gupta (Omega principally uses RSUs/PRSUs/Profits Interest Units, not options) .
Employment Terms
| Term | Provision | Notes |
|---|---|---|
| Agreement Term | Through Dec 31, 2027 (effective Jan 1, 2025) | New Employment Agreement approved by Compensation Committee |
| Severance (No Cause/Good Reason) | 2x (base salary + 3-year average bonus), paid in installments over 24 months; 100% employer-paid COBRA for up to 18 months | Standardized across execs, with multiples varying by role |
| Change-in-Control Economics | Cutback to avoid 280G excise tax if improves after-tax outcome; no single-trigger vesting of equity incentives | Shareholder-friendly governance |
| Non-Compete & Non-Solicit | 2 years post-termination (managerial/consulting services restriction; client/employee non-solicit) | Geographic scope aligned to company footprint per standard agreements |
| Clawback | SEC/NYSE-compliant clawback policy (revised 2023) | Applies to incentive compensation |
| Anti-Hedging/Pledging | Prohibited; officers in compliance | Policy enforcement confirmed as of Apr 9, 2025 |
| Insider Trading Policy | Company-wide policy; filed as 10-K exhibit | Covers directors/officers/employees |
Vesting Schedules and Potential Selling Pressure
| Grant Cohort | Units | Vest Date | Post-Vest Liquidity Vector |
|---|---|---|---|
| PIUs granted 1/1/2022 | 11,957 | 12/31/2025 | Convertible to OP Units (subject to tax conditions), then redeemable into cash/common |
| PIUs granted 1/1/2023 | 15,408 | 12/31/2026 | Same as above |
| PIUs granted 1/1/2024 | 15,388 | 12/31/2027 | Same as above |
| Earned PRSUs/PIUs (performance-based) | — | If earned: vests 25% per calendar quarter in year following period end | Staged quarterly delivery enhances retention and can stagger supply |
Omega’s design limits single-trigger vesting and prohibits pledging/hedging, which dampens forced-selling risk; however, OP Units are redeemable at holder election, and cliff vesting events can create windows of potential discretionary sales depending on personal diversification and tax planning .
Performance & Track Record
- Strategy execution: In 2024, Omega closed ~$1.1B of new investments ($696M acquisitions; $370M real estate loans) and maintained the $0.67/share quarterly dividend; capex/CIP was $107M and dispositions were ~$95M with ~$13M net gain .
- Pay-for-performance outcomes: 2024 FAD/share ($2.73), Tenant Quality (99.03%), and Leverage (3.96x) all hit the “high” hurdle, driving above-target annual incentives company-wide; 3-year Absolute TSR (21.3%) and Relative TSR (+1,530 bps vs index) earned LTI at the high level for the 2022–2024 cycle .
- Governance and shareholder support: 94.5% say-on-pay approval at the 2024 annual meeting, continuing ≥93% support for nine consecutive years; robust governance practices include stock ownership guidelines, clawback, anti-hedging/pledging, and separated chair/CEO .
Compensation Structure Analysis
- Mix and rigor: NEO compensation uses a heavy equity/performance tilt, with 60% of target LTI performance-based on Absolute/Relative TSR and 40% time-based, and annual cash using FAD/Tenant Quality/Leverage plus individual objectives; Omega does not use single-trigger CIC vesting or tax gross-ups, and discourages options (prefers RSUs/PRSUs/PIUs) .
- Peer benchmarking: Committee targets aggregate NEO compensation generally in line with the peer group median and uses a healthcare/net-lease REIT peer set (e.g., WELL, VTR, DOC, GLPI, WPC, NNN, STAG, HR, SBRA, MPW) as of 2024 .
Equity Ownership & Alignment Details
| Alignment Mechanism | Provision | Implication |
|---|---|---|
| Stock Ownership Guidelines | 3x salary; five-year compliance (new execs Jan 2025) | Strong “skin-in-the-game”; price declines don’t affect compliance once met |
| Anti-Hedging/Pledging | Prohibited; compliant as of Apr 9, 2025 | Reduces misalignment and leverage risk |
| LTI Structure | Performance-based TSR metrics; quarterly vesting post-earn | Direct linkage to shareholder returns; staggered delivery |
Employment & Contracts Details
| Clause | Standard Across Omega | Gupta-Specific Notation |
|---|---|---|
| Term | Rolling annual extensions historically; current through 2027 | New contract dated Jan 1, 2025 |
| Severance | Multiples vary by role; CEO 3x, CFO 2x, GC 1.5x | 2x salary+avg bonus; COBRA 18 months |
| CIC Cutback | Yes, to avoid excise tax if beneficial | Applies |
| Non-Compete/Solicit | Applies across execs for severance period; typical 2 years | Two years |
Risk Indicators & Red Flags
- Pledging/Hedging: None; prohibited and in compliance by officers .
- Option repricing/modification: Company highlights it does not repricing options and does not use options meaningfully; LTI design maintained through pandemic without lowering hurdles .
- Related party transactions: Formal policy requiring independent director approval; none noted for Gupta in his 8-K .
- Say-on-pay: High approval levels reduce compensation controversy risk .
Investment Implications
- Alignment and retention: 3x salary ownership requirement, anti-pledging/hedging, and quarterly vest of earned performance units support long-term alignment and staggered delivery; non-compete/non-solicit and robust severance provide retention and orderly transition incentives .
- Potential supply overhang windows: Cliff vesting of PIUs in 2025/2026/2027 and redeemable OP Units represent potential liquidity vectors; while policies reduce forced-selling risk, discretionary conversions/redemptions could create episodic supply depending on personal diversification/tax planning .
- Execution leverage: Gupta’s long tenure in Omega’s acquisitions function aligns with the firm’s 2024 investment momentum and TSR-linked pay program; continued performance against FAD/Tenant Quality/Leverage and TSR benchmarks will directly influence ongoing incentive realizations .