Matthew J. Lustig
About Matthew J. Lustig
Independent director at Ventas since 2011; age 64 as of the 2025 Annual Meeting. Lustig chairs the Board’s Investment Committee and brings 35+ years of real estate advisory and principal investing experience, currently serving as Chairman of Investment Banking, North America at Lazard Frères & Co. LLC and Head of Real Estate & Lodging, with an active role across $400B+ of advisory assignments; he previously oversaw Lazard Senior Housing Partners with $2.5B+ of equity invested in REITs and real estate operating companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lazard Frères & Co. LLC | Chairman of Investment Banking, North America | 2019–present | Senior leadership over investment banking NA; Head of Real Estate & Lodging since 1989 |
| Lazard Frères & Co. LLC | Head of Investment Banking, North America | 2012–2019 | Oversight of investment banking NA |
| Lazard private equity real estate | Chief Executive Officer | 1999–2022 | Led private equity real estate investment business and successors |
| Atria Senior Living, Inc. | Executive Chairman of Board | 2004–2011 | For‑profit senior housing operator governance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Boston Properties, Inc. (NYSE: BXP) | Director | 2011–present | Current public company directorship |
| Wharton Zell/Lurie Real Estate Center | Member; former Executive Committee Chair | Ongoing | Academic/industry governance |
| Georgetown Univ. Walsh School of Foreign Service | Board of Advisors | Ongoing | Advisory role |
| Columbia Business School Paul Milstein Center | MBA Real Estate Program Advisory Board | Ongoing | Advisory role |
| Council on Foreign Relations; PREA; Real Estate Roundtable; ULI | Member | Ongoing | Industry policy/real estate bodies |
Board Governance
- Committee assignments: Investment Committee Chair; not listed on Audit or Compensation committees .
- Independence: Board determined all directors except the CEO are independent; specific review affirmed Lustig’s independence despite Lazard’s ordinary-course advisory relationship due to immateriality, lack of involvement, and amounts well below NYSE thresholds. In 2024 the Board adopted a policy not to engage any entity employing a director full-time for transactional advisory (acquisitions, dispositions, restructurings, JVs), further mitigating conflicts .
- Attendance and engagement: 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 regular Board and committee meeting .
- Investment Committee activity: The committee met 2 times in 2024 and oversees transaction-related risks and approvals per the Company’s Investment and Divestiture Approval Procedures .
Fixed Compensation
| Year | Cash Fees Earned | Notes |
|---|---|---|
| 2024 | $126,250 | Includes base retainer and chair/member fees; Lead Independent Director supplement applies to another director |
| 2023 | $125,000 | Base retainer and committee fees under prior program |
Program detail (effective Oct 1, 2024):
- Annual cash retainer: $110,000; Investment Committee Chair supplement: $20,000; Investment Committee member supplement: $15,000; excess meeting fee: $1,500 per meeting beyond thresholds .
- Director stock ownership guideline: minimum 5x annual cash retainer; all non‑employee directors in compliance (considering transition for new directors) .
Performance Compensation
| Year | Stock Awards (Grant Date Fair Value) | Unvested RSUs at 12/31 | Vesting & Deferral |
|---|---|---|---|
| 2024 | $174,958 | 3,648 units | Annual RSU grants typically vest on the first anniversary or next annual meeting; directors may defer receipt beyond vesting |
| 2023 | $174,991 | 5,363 units | RSU structure under prior program |
Additional incentives:
- Annual equity award program value increased by $10,000 to $185,000 effective Oct 1, 2024 (applies at program level; grant-date fair value may differ with stock price) .
- Deferred compensation elections: Lustig deferred 2024 cash fees into 2,479 stock units and 2023 cash fees into 2,817 stock units .
- No options or PSUs for directors; director equity is time-based RSUs, not performance-conditioned .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock |
|---|---|---|---|
| Boston Properties (BXP) | Office REIT | Director | No shared public board disclosed with other Ventas directors; not a direct healthcare REIT competitor |
Expertise & Qualifications
- Real estate and REIT investing; capital allocation; financial/accounting expertise; healthcare/senior housing industry knowledge; risk management and strategic planning. Overseen multiple funds including Lazard Senior Housing Partners and played active roles in $400B+ of real estate advisory/transactions .
Equity Ownership
| Holder | Common Shares | Options (60-day exercisable) | Stock Units (settle within 60 days) | Total Beneficially Owned | % of Shares Outstanding |
|---|---|---|---|---|---|
| Matthew J. Lustig | 12,387 | — | 70,130 | 82,517 | <1% (group 0.8% for 16 persons) |
| All directors & officers (16 persons) | 1,754,294 | 1,099,093 | 607,710 | 3,461,097 | 0.8% |
Alignment and restrictions:
- Ownership guideline: minimum 5x annual cash retainer; in compliance .
- Securities trading policy prohibits hedging, short sales, and pledging/margin accounts; no director or executive officer hedged or pledged Company securities in 2024 .
Governance Assessment
- Strengths: Deep sector expertise, long-tenured committee leadership in investments, high attendance culture, robust independence framework, and strong ownership alignment through RSUs and deferrals .
- Conflict mitigants: Specific independence determination addressing Lazard; policy barring engagement of entities employing directors for transactional advisory; no related‑party transactions in 2024 .
- Shareholder signals: Say‑on‑pay support over 86% in 2024 and over 90% in 2023, and active Board‑led shareholder outreach, supporting investor confidence in governance and pay practices .
RED FLAGS: None disclosed for Lustig—no related‑party transactions, hedging/pledging, or attendance shortfalls reported; independence addressed with policy safeguards .