Michael J. Embler
About Michael J. Embler
Independent director of Ventas, Inc. since 2022; age 61. Former Chief Investment Officer at Franklin Mutual Advisers overseeing over $85B AUM and 25 investment professionals; prior senior roles at Nomura Securities with deep experience in healthcare, finance, and capital‑intensive industries . Holds NACD Certificate in Cybersecurity Oversight and a Certificate in Environmental Conservation and Sustainability (Columbia University Earth Institute) . Independent under NYSE standards; Audit Committee financial expert; serves on Audit and Compliance and Investment Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Franklin Mutual Advisers, LLC | Chief Investment Officer | 2005–2009 | Led CIO function; oversight of $85B AUM and 25 investment professionals . |
| Franklin Mutual Advisers, LLC | Head, Distressed Investment Group | 2001–2005 | Built distressed capability . |
| Nomura Securities | Various roles culminating in Managing Director | 1992–2001 | Senior finance roles across capital markets . |
| Kindred Healthcare Inc. (NYSE: KND) | Director | 2001–2008 | Board service in healthcare sector . |
| Taubman Centers, Inc. (NYSE: TCO) | Director | 2018–2020 | Board service in real estate . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Airlines Group Inc. (NYSE: AAL) | Director | Since 2013 | Current public company directorship . |
| NMI Holdings (NASDAQ: NMIH) | Director | Since 2012 | Current public company directorship . |
| Mohonk Preserve | Trustee | Not specified | Largest private land trust in New York State . |
Board Governance
- Committee assignments: Audit and Compliance Committee member; Investment Committee member .
- Independence: Board determined all directors except CEO are independent; all Audit and Compensation Committee members are independent; Audit members qualify as “audit committee financial experts” .
- Attendance and engagement: Board met 7 times in 2024; each incumbent director attended >75% of Board and committee meetings; average attendance 98%; independent directors hold executive sessions at each regular Board and committee meeting .
- Committee activity levels (2024 meetings): Audit and Compliance (5); Compensation (5); Nominating, Governance and Corporate Responsibility (6); Investment (2) .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 145,000 | 174,958 | 319,958 |
| Notes: Values reflect quarterly retainer and meeting fees plus annual RSU grant; Embler did not defer fees in 2024 . |
Program elements (effective Oct 1, 2024):
- Annual cash retainer: $110,000; Committee member retainers: Audit $20,000; Investment $15,000; Committee chair retainers: Audit $35,000; Investment $20,000; Lead Independent Director $50,000; Excess meeting fee $1,500 (if >8 Board or >6 committee meetings) .
- Annual director equity grant (RSUs): $185,000 grant date market value; vests on 1-year anniversary or earlier at next annual meeting; deferral available under Non-Employee Directors’ Equity Deferral Program .
Performance Compensation
| Component | 2024 Details | Vesting / Metrics |
|---|---|---|
| Annual RSU grant (director) | Stock awards value $174,958 (Embler) | Time-based vesting; earlier of one-year anniversary or next annual meeting; no performance metrics for directors . |
| Unvested RSUs (as of Dec 31, 2024) | 3,648 units (Embler) | Vests per Director equity program schedule . |
Other Directorships & Interlocks
| Company | Sector Overlap with Ventas | Potential Interlock/Conflict |
|---|---|---|
| American Airlines Group Inc. (AAL) | None (airlines) | No related-person transactions; Board policy (early 2024) prohibits engaging entities employing directors for IB/advisory on transactional matters; applies broadly to mitigate conflicts . |
| NMI Holdings (NMIH) | None (mortgage insurance) | Same as above; no related-person transactions in 2024 . |
Expertise & Qualifications
- Investment and capital allocation expertise; institutional investor perspective; healthcare and capital-intensive industries experience .
- Financial expert (Audit Committee); oversight of financial reporting and internal controls .
- Certificates: NACD Cybersecurity Oversight; Columbia Earth Institute Environmental Conservation and Sustainability .
Equity Ownership
| Measure (as of Mar 1, 2025 unless noted) | Amount |
|---|---|
| Total beneficial ownership (shares) | 5,659 (557 shares + 5,102 stock units that may settle within 60 days) . |
| Percent of shares outstanding | <1% . |
| Unvested RSUs (Dec 31, 2024) | 3,648 . |
| Options | None disclosed . |
| Hedging/Pledging | Prohibited; no director hedged or pledged in 2024 . |
| Ownership guidelines | 5x annual cash retainer; all non-employee directors in compliance (considering transition periods) . |
Governance Assessment
- Strengths: Independent director with Audit committee financial expert designation; deep investment and healthcare insight; high Board/committee attendance; strong anti-hedging/pledging policy; robust stock ownership guidelines and compliance .
- Conflicts/related party exposure: Company disclosed no related-person transactions in 2024; adopted policy in 2024 to avoid hiring directors’ full-time employers for IB/advisory on transactional matters, mitigating perceived conflicts .
- Shareholder sentiment: Advisory “say-on-pay” support >86% at 2024 Annual Meeting; 2025 vote results showed 337,688,542 “For,” 44,979,242 “Against,” 930,695 “Abstain” (broker non-votes 18,054,520) .
- Risk indicators: No Section 16(a) delinquencies for directors; five late Form 4 filings in 2024 related to Named Executive Officers, not directors .
Director Compensation Structure (Detail)
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | 110,000 | Paid quarterly in advance; deferral available . |
| Audit Committee member | 20,000 | Supplemental annual retainer . |
| Investment Committee member | 15,000 | Supplemental annual retainer . |
| Annual equity (RSUs) | 185,000 | Grant date market value; vests time-based . |
| Excess meeting fee | 1,500 | If Board >8 or committee >6 meetings . |
Insider Trades and Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) compliance | All required reports timely for directors and executives in 2024, except five Form 4 filings (one for each NEO) filed one day late due to administrative error . |
| Form 4 transactions for Embler | Not disclosed in proxy; beneficial ownership summary provided above . |
Committee Information (Board Effectiveness)
| Committee | 2024 Meetings | Current Members |
|---|---|---|
| Audit & Compliance | 5 | Walter C. Rakowich (Chair), Michael J. Embler, Marguerite M. Nader, Maurice S. Smith . |
| Investment | 2 | Matthew J. Lustig (Chair), Theodore R. Bigman, Michael J. Embler, Walter C. Rakowich, Sumit Roy . |
Additional Context
- Independent advisor: Semler Brossy retained by Compensation Committee; independence confirmed; reports directly to the committee on executive and non-employee director compensation .
- Anti-hedging/pledging policy and securities trading policy, including pre-clearance and 10b5-1 plan requirements, in effect; no hedging/pledging by directors or executives in 2024 .
- Board-led shareholder outreach twice yearly; independent directors participate; engagement covered ~50% of outstanding shares in 2024 .