Melody C. Barnes
About Melody C. Barnes
Melody C. Barnes is an independent director at Ventas, Inc. (VTR), serving since 2014 and currently age 61. She chairs the Nominating, Governance and Corporate Responsibility Committee and brings deep governance, public policy, risk management, and strategic planning expertise from senior roles at the University of Virginia, as co-founder of MB2 Solutions, and as former Director of President Obama’s Domestic Policy Council (2009–2012) . She also serves on the board of Booz Allen Hamilton Inc. (NYSE: BAH) since 2015, adding public company oversight experience to Ventas’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The White House | Director, Domestic Policy Council | 2009–2012 | Coordinated domestic policy-making; advised on healthcare and emergent societal risks (e.g., Health Care and Education Reconciliation Act) |
| Obama Presidential Campaign | Senior Domestic Policy Advisor | 2008 | Advised on domestic policy during the presidential campaign |
| Center for American Progress | Executive Vice President for Policy; Senior Fellow | 2005–2008; 2003–2005 | Led policy initiatives and thought leadership at a major policy institute |
| Office of Senator Edward M. Kennedy | Chief Counsel, Senate Judiciary Committee; General Counsel | 1998–2003; 1995–1998 | Senior legal roles supporting federal legislative oversight and reform |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Booz Allen Hamilton Inc. (NYSE: BAH) | Director | Since 2015 | Current public company directorship |
| University of Virginia | Executive Director, Karsh Institute of Democracy | Since 2021 | Senior leadership role in democracy and public policy |
| University of Virginia | W.L. Lyons Brown Family Director for Public Policy and Public Engagement; Professor of Practice; Distinguished Fellow | Since 2018 | Academic/public policy leadership across Arts & Sciences, Miller Center, School of Law |
| MB2 Solutions, LLC | Co-Founder and Principal | Since 2014 | Public policy and domestic strategy consulting |
| Thomas Jefferson Foundation | Trustee; former Chair/Vice-Chair | N/A | Non-profit board service |
| Aspen Institute | Chair, Community Solutions and Opportunity Youth Forum | N/A | National community/education initiative leadership |
| William & Flora Hewlett Foundation | Director | N/A | Philanthropic board service |
Board Governance
- Committee assignments: Chair, Nominating, Governance and Corporate Responsibility (NG&CR) Committee; the NG&CR Committee met 6 times in 2024 and includes directors Nader, Nolan, and Rodriguez .
- Independence: The Board affirmed all directors except the CEO as independent; all members of NG&CR, Audit and Compliance, and Compensation Committees are independent under NYSE and SEC rules .
- Attendance and engagement: The Board held 7 meetings in 2024; all incumbent directors attended more than 75% of Board/committee meetings and average attendance was 98%. All 12 directors nominated attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet in executive session at each quarterly Board and committee meeting; the Lead Independent Director chairs these sessions .
- Overboarding controls: Policy limits executive officers of public companies to two additional public boards (plus Ventas) and other directors to four; Audit Committee members may serve on no more than two other audit committees .
- Chair rotation process: Annual evaluation to consider rotation of any committee chair after five years, assessed holistically rather than strictly by tenure .
- Stockholder outreach: Board-led engagement invited holders of ~75% of outstanding shares; 14 stockholders engaged representing ~50% of outstanding shares in 2024 .
Fixed Compensation
- Structure (effective Oct 1, 2024):
- Annual cash retainer: $110,000; NG&CR Committee Chair supplemental: $25,000; NG&CR Committee member fee: $15,000; excess meeting fee: $1,500 per meeting beyond policy; annual equity RSU grant (grant-date market value): $185,000; stock ownership guideline: 5× annual cash retainer .
- 2024 actual (Barnes):
- Fees earned/paid in cash: $131,250; stock awards (RSUs grant-date fair value): $174,958; total: $306,208 .
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $110,000 | Baseline for non-employee directors |
| NG&CR Committee Chair Retainer | $25,000 | Applies to Barnes as Chair |
| NG&CR Committee Member Fee | $15,000 | Per committee membership |
| Excess Meeting Fee | $1,500 | Per meeting above threshold |
| Annual Equity RSU Grant (value) | $185,000 | Grant-date market value |
| Stock Ownership Guideline | 5× cash retainer | Must be met within five years |
| 2024 Non-Employee Director Compensation (Barnes) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $131,250 |
| Stock Awards (RSUs, grant-date fair value) | $174,958 |
| Total | $306,208 |
Performance Compensation
- Directors’ equity is time-based RSUs, typically granted immediately following the annual meeting; RSUs vest on the earlier of the one-year anniversary or the next annual meeting. Directors may elect to defer share receipt under the equity deferral program; no performance-based metrics apply to director equity awards .
- 2024 grant timing: Barnes received the annual stock grant on May 14, 2024 consistent with director grants that year .
| Equity Award Feature | Detail |
|---|---|
| Grant type | Restricted Stock Units (RSUs) |
| Grant date (2024) | May 14, 2024 |
| Vesting | Earlier of 1-year anniversary or next annual meeting |
| Deferral | Optional deferral of share delivery under Directors’ Equity Deferral Program |
| Options | None disclosed for directors (Barnes has no options exercisable within 60 days) |
Other Directorships & Interlocks
| Company | Role | Since | Potential Interlock/Conflict |
|---|---|---|---|
| Booz Allen Hamilton Inc. (NYSE: BAH) | Director | 2015 | No related-person transactions disclosed; Board policy (2024) bars engaging entities employing a director for investment banking/advisory on transactions, reducing conflict risk |
- Related-party transactions: Ventas disclosed no related-person transactions in 2024 .
Expertise & Qualifications
- Barnes contributes significant strengths in public policy and regulation, strategic planning, healthcare policy, and risk management, derived from senior government service and academic leadership roles .
- Her governance leadership as NG&CR Chair includes developing governance principles, board composition/refreshment, succession planning oversight, shareholder proposal oversight, and sustainability oversight .
Equity Ownership
| Holder | Beneficial Ownership Detail | Shares | % of Class |
|---|---|---|---|
| Melody C. Barnes | Vested and unvested common stock; no options exercisable; no stock units settling within 60 days | 22,218 | <1% (based on 437,616,567 shares outstanding as of March 1, 2025) |
| Unvested RSUs (as of 12/31/2024) | Aggregate unvested restricted stock/RSUs held | 3,648 | — |
- Ownership guidelines: Minimum = 5× annual cash retainer; all non-employee directors are currently in compliance (subject to transition for new directors) .
- Hedging and pledging: Prohibited for directors and executives; no director or executive officer hedged or pledged company stock in 2024 .
Governance Assessment
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Strengths enhancing investor confidence:
- Independent leadership: Barnes chairs NG&CR; all committees are fully independent; Board confirms independence of all non-management directors .
- High engagement: 7 Board meetings in 2024; average attendance 98%; independent director executive sessions each quarterly meeting; robust stockholder outreach covering ~75% of outstanding shares with ~50% engaged .
- Aligned incentives and ownership: Director equity grants with one-year vesting; strict stock ownership guidelines (5× retainer) with full compliance; anti-hedging/pledging policy .
- Governance rigor: Annual board and committee evaluations, overboarding limits, committee chair rotation assessments after five years, and NG&CR mandate covering succession and sustainability oversight .
- Pay responsiveness: Director compensation reviewed annually with independent advisor (Semler Brossy), modest retainer/equity adjustments effective Oct 1, 2024; executive say-on-pay approval >86% in 2024 indicating shareholder support for compensation governance .
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Potential risks/RED FLAGS:
- Activism context: Two directors (Bigman, Rodriguez) were appointed via a 2024 cooperation agreement with Land & Buildings, introducing activist representation; not a conflict for Barnes but relevant to board dynamics and oversight rigor .
- External commitments: Barnes holds multiple academic/non-profit roles and one public company board; Ventas’s overboarding policy mitigates risk (she is within limits) .
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Conflicts and related-party exposure: No related-person transactions in 2024; policy adopted in early 2024 to avoid transactional engagements with entities employing a director reduces perceived conflicts of interest .
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Shareholder sentiment signal: Executive compensation program received >86% support at the 2024 Annual Meeting, suggesting constructive investor alignment on governance and pay practices .