Joe V. Rodriguez, Jr.
About Joe V. Rodriguez, Jr.
Independent director of Ventas, Inc. since 2024; age 63; serves on the Nominating, Governance and Corporate Responsibility Committee. Rodriguez is a founding partner of Invesco Real Estate and former CIO, Listed Real Assets, with 40+ years in capital markets, portfolio management, and REIT investing, including senior housing, medical office, and life sciences exposures . He was appointed to the Board on March 4, 2024 pursuant to a cooperation agreement with Land & Buildings; he is nominated for re‑election at the 2025 Annual Meeting under that agreement’s terms .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Invesco Real Estate | Founding Partner; CIO, Listed Real Assets; Head of Global Real Estate Securities | 1990–2022 | Helped grow AUM from ~$1B to ~$90B over 30 years; broad property expertise incl. life sciences, medical office, senior housing |
| Invesco Office J‑REIT (TSE: 3298) | Board Advisor | 2014–2021 | Provided listed real assets perspective to Japan REIT platform |
| AIM Select Real Estate Income Fund (NYSE: RRE) | Board Advisor | 2002–2007 | Advised on listed real estate securities strategy |
| Comerica Bank (formerly NorthPark National Bank) | Asset Manager | 1989–1990 | Commercial real estate asset management |
| RealSearch, Inc. | Senior Consultant | 1988–1989 | Commercial real estate research/consulting |
| Bank of America (formerly InterFirst Bank) | Assistant Vice President | 1982–1988 | Banking roles in finance and real estate |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Burnt Mountain Investments, LLC | President | 2023–Present | Single‑family investment office |
| Latino Corporate Directors Association | Executive Member | 2023–Present | Governance network affiliation |
| Nareit; National Association for Business Economics; American Real Estate Society | Member | Since 1990s/1992 | Industry memberships |
Board Governance
- Committee assignment: Nominating, Governance & Corporate Responsibility Committee (member; not chair); committee met 6 times in 2024; all members independent under NYSE standards .
- Independence: Board has determined all directors except the CEO are independent; Rodriguez is listed as an independent director .
- Attendance and engagement: The Board held 7 meetings in 2024; each incumbent director attended >75% of Board and committee meetings, with average attendance of 98%; independent directors meet in executive session at each quarterly Board/committee meeting .
- Appointment context: Added to Board on March 4, 2024 under a cooperation agreement with Land & Buildings; agreement includes standstill/voting restrictions and mutual non‑disparagement; remains effective until the day after the 2025 Annual Meeting .
- Conflicts and controls: Early 2024 policy prohibits engaging any entity that employs a director full‑time for transactional advisory services; related persons transactions policy requires Audit Committee/Board approval; no related person transactions in 2024 .
- Trading and alignment policies: Prohibitions on hedging, short sales, and pledging; no director or executive officer hedged or pledged Company securities in 2024 .
- Stockholder outreach: Board‑led engagement program with large holders in Spring/Fall; topics included governance, compensation, performance, succession .
Fixed Compensation
| Component | Amount/Terms | Effective Date/Notes |
|---|---|---|
| Annual Cash Retainer | $110,000 | Paid quarterly; deferral election available to stock units |
| Committee Member Retainer (Nominating) | $15,000 | Annual; effective Oct 1, 2024 |
| Committee Chair Retainers | $25,000 (Nominating); $30,000 (Comp); $35,000 (Audit); $20,000 (Investment) | Adjusted Oct 1, 2024 |
| Lead Independent Director Supplemental Retainer | $50,000 | Increased Oct 1, 2024 |
| Annual Equity Award (RSUs) | $185,000 grant date fair value | Increased by $10,000 effective Oct 1, 2024; vests on earlier of 1‑year or next annual meeting |
| Excess Meeting Fee | $1,500 per excess meeting | Applies if Board >8 meetings or committee >6 |
| 2024 Director Compensation (Rodriguez) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $103,365 |
| Stock Awards (RSUs) | $174,958 |
| Total | $278,323 |
| RSU Grants in 2024 | Annual grant on May 14, 2024; pro‑rated grant of 778 RSUs on Mar 12, 2024 upon appointment |
Performance Compensation
| Element | Performance Metric(s) | Weighting | Payout Curve | Notes |
|---|---|---|---|---|
| Director Annual RSU Grant | None disclosed (time‑based vesting) | N/A | N/A | RSUs vest on earlier of 1‑year or next annual meeting; directors may defer settlement; no options granted |
No director performance conditions (TSR/financial metrics) are linked to non‑employee director equity grants; equity is time‑based to align interests without incentivizing risk‑taking .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior public company boards | Board advisor roles: Invesco Office J‑REIT (2014–2021); AIM Select Real Estate Income Fund (2002–2007) |
| Interlocks/potential conflicts | Appointed under cooperation agreement with Land & Buildings; Board policy limits transactional engagements with entities employing directors full‑time; no related‑party transactions in 2024 |
Expertise & Qualifications
- REITs/Real Estate; Investment & Capital Allocation; Investor Perspective; Strategic Planning—explicitly identified Board skill areas for Rodriguez .
- Track record growing a global real estate securities platform at Invesco Real Estate from ~$1B to ~$90B AUM, spanning senior housing, medical office, and life sciences .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Common) | 1,028 shares | As of March 1, 2025 |
| Percent of Class | <1% | Based on 437,616,567 shares outstanding |
| Unvested RSUs (12/31/2024) | 3,648 units | Aggregate unvested RSUs at year‑end |
| Options (exercisable within 60 days) | 0 | None reported |
| Pledged/Hedged Shares | None | Policy prohibits pledging/hedging; no director/executive hedged or pledged in 2024 |
| Ownership Guidelines | 5x annual cash retainer; 5‑year compliance window; must retain 100% of granted shares/units until compliance | Company states all non‑employee directors are in compliance taking into account transition periods for new directors |
Section 16(a) reporting: All director Section 16 filings timely in 2024; five Form 4s (for NEOs) were filed one day late due to administrative error .
Governance Assessment
- Strengths: Independent status; governance committee role; strong REIT/capital markets expertise aligned with Ventas’s investment and portfolio strategy; robust Board policies on anti‑hedging/pledging and related‑party transactions; active stockholder engagement and director ownership guidelines supporting alignment .
- Signals: Appointment via cooperation agreement with Land & Buildings indicates investor activism engagement; agreement includes standstill commitments and nominating rights through 2025 Annual Meeting—monitor for post‑meeting Board composition and strategic influence .
- Attendance/engagement: Board‑level attendance strong (avg 98%; all incumbents >75%), with regular executive sessions—positive for oversight quality .
- Compensation alignment: Director pay mix balanced between cash and time‑based equity; recent increases to chair/LID retainers and equity grant reflect market benchmarking; no performance‑contingent director equity (reduces risk‑taking incentives) .
- Conflicts/related‑party exposure: No related‑person transactions in 2024; policy restricts transactional engagements with directors’ employers; low risk indicators on hedging/pledging .
RED FLAGS to monitor
- Activist appointment dynamics: While structured via cooperation agreement, assess whether post‑2025 meeting Board refresh/committee rotations maintain independence and balance among investor perspectives .
- Ownership alignment level: Current disclosed beneficial ownership is modest (1,028 shares), though policy requires retention and a 5‑year path to guideline compliance; continue tracking progress toward 5x retainer guideline .