Debra A. Cafaro
About Debra A. Cafaro
Debra A. Cafaro, age 67, has served as Ventas’s CEO and director since 1999 and Chairman since 2003, leading the REIT’s transformation from a $0.3B market cap to $26B as of December 31, 2024; under her leadership, annual TSR exceeded 18% over the 25 years ended December 31, 2024 . She also serves as a director of PNC Financial Services Group, Inc. (since 2017) . The Board describes the combined CEO/Chairman structure as supporting risk oversight through prompt attention to enterprise risks, with independent committees providing checks and balances .
Past Roles
| Organization | Role | Years | Strategic Impact / Notes |
|---|---|---|---|
| Ventas, Inc. | President | 1999–2010 | Led execution of long‑term strategy foundational to REIT transformation . |
| Weyerhaeuser Co. (NYSE: WY) | Director | 2007–2016 | Public company board service . |
| Ambassador Apartments, Inc. (NYSE: AAH) | President and Director | 1997–1999 | Multi‑family REIT leadership and board service . |
External Roles
| Organization | Role | Years |
|---|---|---|
| PNC Financial Services Group, Inc. (NYSE: PNC) | Director | Since 2017 |
| Real Estate Roundtable | Past Chair | N/A |
| The Economic Club of Chicago | Past Chair, Board of Directors | N/A |
| Harvard Kennedy School Taubman Center | Advisory Board Member | N/A |
| Civic Committee & Commercial Club of Chicago | Member | N/A |
| Nareit | Former Chair, Executive Board | N/A |
Fixed Compensation
Multi‑year Summary Compensation (CEO only):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 1,075,000 | 1,075,000 | 1,118,000 |
| Stock Awards ($, FASB ASC 718) | 9,666,901 | 9,598,375 | 9,679,753 |
| Non‑Equity Incentive Plan ($) | 3,188,184 | 2,680,333 | 3,387,222 |
| All Other Compensation ($) | 129,007 | 166,917 | 253,143 |
| Total ($) | 14,059,092 | 13,520,625 | 14,438,118 |
2024 Target Pay Design:
| Component | 2024 Target ($) |
|---|---|
| Base Salary | 1,118,000 |
| Target Annual Incentive | 2,236,000 |
| Target Long‑Term Incentive (LTI) | 8,775,000 |
| Total Target Compensation | 12,129,000 |
2024 Base Salary Change vs 2023: +4.0% (to $1,118,000) .
Perquisites and Other (2024):
| Item | Amount ($) |
|---|---|
| Supplemental Disability | 82,469 |
| Supplemental Life | 49,923 |
| Group Term Life Premiums | 312 |
| GTL Tax Reimbursement | 2,333 |
| 401(k) Match | 13,800 |
| Executive Physical | 4,295 |
| Accrued Interest on PSU Dividend Equivalents | 100,011 |
| Total | 253,143 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Structure and Payout:
| Metric | Weight |
|---|---|
| Normalized FFO/Share | 45% |
| Fixed Charge Coverage | 20% |
| G&A Management and Expense Controls | 10% |
| Individual Objectives | 25% |
| AIP Opportunity and Outcome (2024) | Threshold ($) | Target ($) | Maximum ($) | Corporate Ach. ($) | Individual Ach. ($) | Total Payout ($) | % of Target |
|---|---|---|---|---|---|---|---|
| Debra A. Cafaro | 1,341,600 | 2,236,000 | 4,024,800 | 2,443,630 | 943,592 | 3,387,222 | 151% |
| Sources | |||||||
| All values from Compensation Committee approvals in early 2025 . |
Long‑Term Incentive (LTI) – 2024 Grants and Design:
| LTI Component | 2024 Target Value ($) | 2024 RSUs (#) | 2024 PSUs (Units) – Threshold | 2024 PSUs (Units) – Target | 2024 PSUs (Units) – Maximum |
|---|---|---|---|---|---|
| RSUs / PSUs Split | RSUs 2,632,500; PSUs 6,142,500 | 52,056 | 31,575 | 121,465 | 244,145 |
| Sources | |||||
| Data per 2024 grant allocations and plan‑based awards table . |
PSU Performance Metrics (2024–2026 Performance Period; payout range for CEO 0%–201% of target):
- TSR relative to FTSE Nareit Equity Health Care Index (45%) .
- TSR relative to MSCI U.S. REIT Index (30%) .
- Net Debt to Further Adjusted EBITDA (25%; goals not disclosed for competitive reasons) .
RSU Vesting and PSU Settlement:
- RSUs vest ratably in three equal annual installments on 2/1/2025, 2/1/2026, and 2/1/2027 (continued employment required; dividends paid as declared) .
- PSUs cliff‑vest based on performance after the 2024–2026 period with distribution in Q1 2027 if earned; dividends accrue and pay only to the extent earned .
Outstanding Equity at FY‑End (as of 12/31/2024; closing price $58.89):
| Item | Quantity/Value |
|---|---|
| Unvested RSUs (#) | 103,147 |
| Market Value of Unvested RSUs ($) | 6,074,327 |
| Unearned PSUs (#, shown at max for 2023–2025 and 2024–2026) | 487,712 |
| Market/Payout Value of Unearned PSUs ($, includes dividend equivalents at max assumption) | 30,257,132 |
| Outstanding, Fully Vested Options (select tranches; all options fully vested; last grants in/before 2017) | Various tranches expiring 2025–2027; e.g., 673,079 @ $62.22 exp. 1/18/2027 |
2024 Realized Equity and Trading Activity:
| Item | Amount |
|---|---|
| Options Exercised (Shares) | 359,970 |
| Value Realized on Option Exercises ($) | 871,665 |
| Stock Awards Vested (Shares) | 263,278 |
| Value Realized on Stock Vesting ($) | 17,695,128 |
| Note: All 2024 option exercises executed under a pre‑arranged Rule 10b5‑1 plan adopted March 28, 2024 . |
Equity Ownership & Alignment
Beneficial Ownership (as of March 1, 2025):
| Component | Amount |
|---|---|
| Shares of Common Stock (vested and unvested counted as defined) | 1,165,336 |
| Options Exercisable within 60 Days | 779,036 |
| Stock Units Settling within 60 Days | 484,442 |
| Total Beneficial Ownership (Shares) | 2,428,814 |
Ownership Policies and Practices:
- Executive stock ownership guideline: CEO 6x base salary; all NEOs in compliance .
- Anti‑hedging and anti‑pledging: directors and executive officers are prohibited from hedging and from pledging or holding securities in margin accounts; no director or executive officer hedged or pledged in 2024 .
Employment Terms
Key Employment Agreement Terms (Second Amended and Restated Cafaro Agreement, dated March 22, 2011):
- Base salary: not less than $915,000; eligibility for incentive and benefit plans; $2M life insurance; executive disability coverage equal to at least 100% of base salary; open‑ended term until terminated or amended .
- Severance (termination by the Company other than for Cause or by Ms. Cafaro for Good Reason; subject to release):
- Prorated target bonus (defined as greater of (i) highest of prior three years’ bonuses and (ii) maximum annual bonus for year of termination) .
- 3x (base salary + target bonus defined as above) .
- Full vesting of restricted stock, options, and performance‑related compensation, assuming maximum payout for open cycles .
- Full vesting of retirement/savings/deferred compensation interests .
- Continuation of medical, dental, life and disability benefits for two years; outplacement services up to $50,000 .
- Post‑employment restrictive covenants: 1‑year non‑competition and non‑solicitation; confidentiality and non‑disparagement .
Potential Payments (assuming termination at 12/31/2024):
| Scenario | Cash Salary Multiple ($) | Bonus Payout Basis ($) | Equity Vesting ($) | Benefits/Other ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary Termination (without CIC) | 3,354,000 | 12,074,400 (max annual bonus basis) | 36,331,459 | 380,129 (benefits + outplacement) | 56,164,788 |
| Involuntary Termination Following CIC | 3,354,000 | 12,074,400 (max annual bonus basis) | 36,331,459 | 380,129 (benefits + outplacement) | 56,164,788 |
| Death or Disability | — | 4,024,800 (prorated max annual bonus) | 29,361,157 | 61,359 | 33,447,317 |
| Retirement | — | — | 29,361,157 | — | 29,361,157 |
| Figures per company disclosure of potential payouts for Ms. Cafaro . |
Change‑in‑Control Treatment:
- Company policy uses double‑trigger CIC provisions .
- Ms. Cafaro’s equity: upon Qualifying Termination in connection with a CIC, RSUs fully vest and PSUs fully vest with payout at maximum; in CIC without termination, Ms. Cafaro is entitled to the greater of target and actual performance on each PSU measure with continued service through original vesting dates .
Clawback:
- Amended and Restated Policy for Recoupment of Incentive Compensation effective Dec 1, 2023; recovers excess incentive‑based compensation granted/earned/vested in the prior three years if a material restatement is required .
Board Service and Governance
- Ventas Board service: Director since 1999; Chairman since 2003; committees: none (as CEO/Chairman) .
- Board leadership and risk oversight: committee chairs report to full Board; Board cites combined CEO/Chairman role as facilitating prompt attention to enterprise risks; Compensation Committee is composed solely of independent directors and reviews CEO compensation alongside independent Board members .
- Other current public directorships: PNC Financial Services Group, Inc. (since 2017) .
Compensation Peer Group and Shareholder Feedback
- 2024 Compensation Peer Group includes large‑cap REITs across sectors (e.g., AMT, PLD, AVB, PSA, BXP, O, CCI, SPG, DLR, MAC, EQIX, VNO, EQR, WELL, DOC, WY, MPW); no changes from August 2023 review .
- The Compensation Committee noted strong support for the company’s executive compensation in the 2023 say‑on‑pay vote and considered ongoing stockholder perspectives in 2024 program design .
Equity Ownership & Vesting Schedules (Detail)
Forward RSU Vesting Schedule (as of 12/31/2024):
| Vest Date | Shares (Ms. Cafaro) |
|---|---|
| 2/1/2025 | 51,132 |
| 2/1/2026 | 34,663 |
| 2/1/2027 | 17,352 |
Options Outstanding (select tranches; fully vested; last option grants pre‑2017):
| Shares | Exercise Price ($) | Expiration |
|---|---|---|
| 141,658 | 65.94 | 1/21/2025 |
| 123,870 | 65.45 | 5/4/2026 |
| 123,870 | 73.71 | 8/3/2026 |
| 123,870 | 63.24 | 11/2/2026 |
| 673,079 | 62.22 | 1/18/2027 |
Dividend Equivalents Accrued on PSUs (as of 12/31/2024; assumes maximum for open cycles):
| Award Cycle | Dividend Equivalents ($) |
|---|---|
| 2023–2025 PSUs | 986,446 |
| 2024–2026 PSUs | 549,326 |
| Total | 1,535,773 |
Employment Terms – Additional Provisions
- Securities Trading Policy: prohibits trading while in possession of MNPI except under pre‑approved 10b5‑1 plans; requires pre‑clearance and trading windows; includes explicit prohibitions on hedging, short sales, and pledging; no director or executive officer hedged/pledged or held securities in margin accounts in 2024 .
- Executive equity grant practices: annual awards typically approved in December with Jan 1 grant date; no timing of grants around MNPI; no options/SARs currently granted; GAAP‑compliant accounting .
Investment Implications
- Pay‑for‑performance alignment: AIP is anchored to Normalized FFO/share (45%), Fixed Charge Coverage (20%), and G&A control (10%), with individual metrics at 25%; 2024 payout at 151% reflects strong performance against these measures, driving a $3.39M cash bonus for the CEO . LTI is primarily performance‑based (PSUs 70% of 2024 LTI by target value), with 75% of PSU value tied to relative TSR and 25% to leverage discipline (Net Debt/EBITDA), reinforcing shareholder alignment and balance sheet stewardship .
- Retention and exit economics: Significant unvested equity (RSUs ~$6.07M; PSUs $30.26M at FY‑end assumptions) plus severance/change‑in‑control benefits ($56.2M for an involuntary termination with or without CIC) provide substantial retention incentives but also represent potential parachute risk if leadership change occurs .
- Insider selling pressure: 2024 saw 359,970 options exercised (value realized $0.87M) and 263,278 shares delivered on vesting ($17.70M), executed under a Rule 10b5‑1 plan; near‑term RSU vestings through 2027 and fully vested options expiring through 2027 may create programmatic selling flows, though hedging/pledging is prohibited .
- Governance balances: Combined CEO/Chairman role is offset by fully independent compensation oversight and double‑trigger CIC policy, alongside robust ownership (CEO guideline 6x salary) and a mandatory clawback, which mitigate some governance and risk concerns .
Board service note: Ms. Cafaro is Chairman and CEO, serves on no board committees, and maintains an external directorship at PNC; the Board asserts the combined role supports timely risk oversight via committee structure and reporting **[740260_0000740260-25-000098_vtr-20250331.htm:14]** **[740260_0000740260-25-000098_vtr-20250331.htm:38]**.