Marguerite M. Nader
About Marguerite M. Nader
Marguerite M. Nader is an independent director of Ventas, Inc. (VTR), serving on the Board since 2020. She is 56 and currently President and Chief Executive Officer of Equity LifeStyle Properties, Inc. (ELS), bringing deep REIT operating, financial/accounting, investor and sales/marketing expertise to Ventas’s Board . She serves on Ventas’s Audit and Compliance Committee and the Nominating, Governance and Corporate Responsibility Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Equity LifeStyle Properties, Inc. (NYSE: ELS) | President & CEO | 2013–present | Oversees >400 resort communities across U.S. and Canada; prior CFO roles indicate strong finance and accounting oversight . |
| Equity LifeStyle Properties, Inc. (NYSE: ELS) | President & CFO; EVP & CFO; roles in asset mgmt., BD, sales/marketing; Executive Team member | 2012–2013; 2011–2012; 1993–2011; Exec Team since 2005 | Built finance discipline and commercial execution capabilities . |
| Liberty Property Trust (formerly NYSE: LPT) | Director | 2017–2020 | Public board experience in diversified real estate . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Equity LifeStyle Properties, Inc. (NYSE: ELS) | Director | Since 2013 | Current public company directorship . |
| Nareit (National Association of Real Estate Investment Trusts) | Former Executive Board member, former Chair & Vice-Chair; former Advisory Board of Governors | Not disclosed | Industry leadership positions (non-profit/industry association) . |
Board Governance
- Independence: Ventas’s Board determined all directors other than the CEO are independent; Nader is independent. All Audit and Compliance and Compensation Committee members are independent under NYSE/SEC standards .
- Committee assignments: Audit and Compliance; Nominating, Governance and Corporate Responsibility (not a chair) . Audit Committee members, including Nader, qualify as “audit committee financial experts” .
- Attendance and engagement: The Board met seven times in 2024; each incumbent director attended >75% of Board and applicable committee meetings; average attendance was 98%. Independent directors meet in executive sessions at each regularly scheduled quarterly Board and committee meeting .
- Committee meeting cadence (2024): Audit & Compliance (5); Compensation (5); Nominating, Governance & Corporate Responsibility (6); Investment (2) .
- Stockholder engagement context: Board-led outreach for over a decade; say-on-pay support >86% at 2024 meeting, with investors generally supportive of compensation program .
- Board refreshment: Seven new independent directors since 2019; in 2024-2025, two investor-recommended directors were added via a cooperation agreement (context for governance responsiveness) .
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Annual cash retainer | $110,000 |
| Audit & Compliance Committee member retainer | $20,000 |
| Nominating, Governance & Corporate Responsibility Committee member retainer | $15,000 |
| Meeting fees (excess, if applicable) | $1,500 per meeting above thresholds (not itemized for Nader) |
| 2024 cash fees paid to Nader (reported) | $145,000 |
Notes: Ventas reimburses reasonable Board-related expenses. Cash retainers are payable quarterly and may be deferred into stock units at the director’s election .
Performance Compensation (Director Equity)
| Item | Detail |
|---|---|
| Annual RSU grant (grant-date market value policy level, effective 10/1/24) | $185,000; vests on the earlier of one year or next annual meeting; directors may defer settlement . |
| 2024 stock awards reported for Nader | $174,958 (grant-date fair value; annual grant on May 14, 2024) . |
| RSUs outstanding (unvested) at 12/31/24 | 3,648 units . |
| Dividends on unvested RSUs | Directors generally receive dividends on unvested restricted stock and dividend equivalents on RSUs . |
No performance-conditioned equity is used for non-employee directors; equity is time-based to align interests and support retention .
Other Directorships & Interlocks
| Company | Type | Role | Dates | Potential Interlock Notes |
|---|---|---|---|---|
| Equity LifeStyle Properties, Inc. (NYSE: ELS) | Public | Director | Since 2013 | Nader is CEO and director at ELS; Ventas overboarding policy caps executive officers of public companies at no more than two additional public company boards beyond Ventas; Audit Committee members may not serve on >2 other public company audit committees . |
| Liberty Property Trust (LPT) | Public (former) | Director | 2017–2020 | Former board service . |
Compensation Committee interlocks: Ventas disclosed no interlocks involving Compensation Committee members in 2024; Nader is not a member of the Compensation Committee .
Expertise & Qualifications
- REITs/Real Estate; Investor Experience & Financial/Accounting; Sales & Marketing: proven record as a REIT executive (CEO/CFO), investor and operator in large property portfolios .
- Audit oversight: Serves on Audit & Compliance Committee; qualifies as an audit committee financial expert .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (as of 3/1/2025) | 10,383 shares (less than 1% of class) . |
| Unvested RSUs at 12/31/2024 | 3,648 units . |
| Shares pledged as collateral | None; policy prohibits pledging; no director or executive officer hedged or pledged shares in 2024 . |
| Director stock ownership guideline | 5x annual cash retainer (currently $110,000); all non-employee directors in compliance (taking into account transition periods for new directors) . |
Governance Assessment
Strengths
- Independence and financial expertise: Independent director with Audit & Compliance and Nominating committee roles; Audit Committee has only independent members and designated financial experts, supporting robust financial oversight .
- Attendance and engagement: Board met seven times in 2024 with average attendance of 98%; incumbents (including Nader) exceeded the 75% attendance requirement; independent directors hold executive sessions at each regular meeting .
- Pay and alignment: Balanced director pay structure with majority in equity; Nader’s 2024 compensation was $145,000 cash and $174,958 in stock awards; directors are subject to strong ownership guidelines (5x retainer) and anti-hedging/pledging policy; all directors compliant .
- No related party transactions: Ventas reported no related person transactions in 2024; the company has clear RPT approval policies overseen by Audit & Compliance .
Potential Risks / Monitoring Items
- Time commitments and industry overlap: Nader is a full-time CEO and director at ELS while serving on Ventas’s Board and two Board committees. Ventas’s overboarding policy mitigates risk by limiting executive officers’ outside public boards (and limits on Audit members’ other audit committees); no exceptions were disclosed, but continued monitoring of commitments is prudent .
- Activism context: Governance remains responsive amid shareholder engagement; two investor-backed directors were appointed via cooperation agreement in 2024—overall a positive signal of board refreshment, but reinforces the need for continued board effectiveness and alignment with shareholder priorities .
Overall, Nader brings relevant REIT operating and financial oversight experience, bolstering Ventas’s audit and governance functions, with solid alignment mechanisms (equity, ownership guidelines, anti-hedging/pledging) and no disclosed conflicts or related-party exposure .