Roxanne M. Martino
About Roxanne M. Martino
Roxanne M. Martino is Ventas, Inc.’s Lead Independent Director (since the 2024 annual meeting) and has served on the Board since 2016; she currently chairs the Compensation Committee. Age 68, Martino brings deep institutional investor and CEO experience, having led Aurora Investment Management (managed >$14B), preceded by roles at GCM Grosvenor and PricewaterhouseCoopers; she has been recognized in the InvestHedge Hall of Fame and as one of the 50 Leading Women in Hedge Funds. She has no current public company directorships outside Ventas.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OceanM19 (single-family investment office) | Managing Partner | 2016–Present | Investment leadership; private investment office oversight |
| Aurora Investment Management (and predecessors) | CEO, Partner, Chair of Investment Committee | 1990–2016 | Managed >$14B AUM; hedge fund allocator leadership; industry recognition |
| Grosvenor Capital Management (now GCM Grosvenor, NASDAQ: GCMG) | General Partner | 1984–1990 | Alternatives investment leadership |
| PricewaterhouseCoopers | Various roles | 1977–1984 | Early career in accounting/finance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ann & Robert H. Lurie Children’s Hospital of Chicago | Member and former Chairperson, Board of Directors | Not disclosed | Board leadership at major non-profit hospital |
| Morgan Street Holdings | Board of Advisors, Member | Not disclosed | Advisory capacity |
| Thresholds (psychiatric rehabilitation non-profit) | Director and former Chair | Not disclosed | Governance leadership at mental health non-profit |
| Other current public company directorships | None | — | None listed |
Board Governance
- Roles and Independence: Lead Independent Director since the 2024 annual meeting; independent director (Board determined all directors except the CEO are independent). Chairs Compensation Committee; all members of the Compensation Committee are independent, non‑employee directors per NYSE/SEC standards.
- Meetings and Attendance: Board held 7 meetings in 2024; each incumbent director attended >75% of Board and committee meetings; average director attendance was 98%. Independent directors meet in executive session at each regular quarterly Board and committee meeting; the Lead Independent Director chairs these sessions.
- Committee Work: Compensation Committee held 5 meetings in 2024 (Martino, Chair; members: Nolan, Smith). Committee remit includes incentive plan oversight, ownership guidelines, clawback policy, and human capital topics.
- Chair Rotation/Effectiveness: The Board evaluates committee chairs annually and considers rotation after ~5 years, balancing continuity and fresh perspectives; annual Board and committee self-evaluations conducted.
- Stockholder Engagement: Board-led outreach program with significant holders in Spring/Fall 2024 on governance and pay; directors may be contacted directly, including the Lead Independent Director.
Fixed Compensation (Non‑Employee Director Pay – 2024)
| Name | Fees Earned or Paid in Cash | Stock Awards (Grant-date FV) | Total |
|---|---|---|---|
| Roxanne M. Martino | $162,047 (includes $22,047 for Lead Independent Director service from May 14, 2024) | $174,958 | $337,005 |
Director pay structure (effective Oct 1, 2024):
- Annual cash retainer: $110,000; Lead Independent Director supplemental retainer: $50,000; Committee chair retainers: Compensation $30,000; Audit $35,000; Nominating/Governance $25,000; Investment $20,000; committee member retainers (Comp $20,000; Audit $20,000; Nominating/Governance $15,000; Investment $15,000); excess meeting fee $1,500; annual equity award grant-date market value $185,000.
Deferred compensation elections (2024):
- Martino elected to defer $162,047 of cash retainers/fees, credited as 3,146 stock units.
Performance Compensation (Director Equity Mechanics)
| Element | Detail |
|---|---|
| Equity type | Annual Restricted Stock Units (RSUs) for non‑employee directors (time‑based) |
| Grant timing | Typically at/after the annual meeting (e.g., May 14, 2024 awards) |
| Vesting | RSUs vest on the first anniversary of grant or earlier at next annual meeting; directors entitled to dividend equivalents on RSUs. |
| 2024 grant FV (Martino) | $174,958 grant‑date fair value |
| Unvested director RSUs at 12/31/2024 | Martino: 3,648 units |
Note: Director equity is time-based; performance metrics (e.g., TSR, leverage) apply to executive PSUs, not director RSUs.
Other Directorships & Interlocks
- Current public boards: None.
- Compensation Committee Interlocks: In 2024, the committee included Martino (Chair), Nolan, Smith, Shelton. No member was employed by Ventas or employed by an entity whose board included a Ventas executive officer (no interlocks).
Expertise & Qualifications
- Investor experience and perspective; financial/accounting expertise; investment and capital allocation; strategic planning.
- Recognitions include InvestHedge Hall of Fame and “50 Leading Women in Hedge Funds,” underscoring finance industry stature.
Equity Ownership
| Holder | Vested & Unvested Common Stock | Options Exercisable (60 days) | Stock Units Settling (≤60 days) | Total Beneficially Owned | Percent of Class |
|---|---|---|---|---|---|
| Roxanne M. Martino | 25,770 | — | 27,255 (footnote (8)) | 53,025 | “*” as shown in table (immaterial) |
Additional alignment/governance safeguards:
- Director stock ownership guideline: 5× annual cash retainer; all non‑employee directors are in compliance (considering transition periods for new directors).
- Anti‑hedging and anti‑pledging policy: Directors prohibited from hedging or pledging Ventas securities; no director hedged or pledged in 2024.
Governance Assessment
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Strengths
- Independent leadership and accountability: Martino serves as Lead Independent Director and Compensation Committee Chair; all committee members are independent; independent directors meet in executive session each quarter and are chaired by the LID.
- Engagement and effectiveness: Board average attendance 98% in 2024; annual Board/committee self‑evaluations; proactive stockholder engagement with significant investors.
- Pay-for-performance oversight: As Comp Committee Chair, Martino oversees incentive design with independent advisor Semler Brossy (affirmed independent; no conflicts). 2024 say‑on‑pay received over 86% support, indicating shareholder alignment.
- Conflict controls: No related‑person transactions in 2024; hedging/pledging prohibited; policy adopted in 2024 restricting engagement of entities employing directors for transactional advisory work, reducing perceived conflicts.
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Considerations
- Role concentration: Martino simultaneously serves as LID and Compensation Committee Chair, increasing influence; the Board maintains an annual chair‑rotation evaluation process (targeting ~5‑year review) to balance continuity and refreshment.
- Director compensation changes: Effective Oct 1, 2024, LID and committee chair retainers increased; equity grant level raised to $185,000—important for benchmarking director pay mix and alignment.
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Signals to investors
- Alignment: Significant equity component (time‑based RSUs), mandatory ownership guidelines (5× retainer), and deferral into stock units (Martino deferred $162,047 into 3,146 units) support long‑term alignment.
- Shareholder confidence: Strong say‑on‑pay result (86%+) and robust engagement suggest investor support for the compensation framework overseen by Martino.
RED FLAGS observed: None disclosed—no hedging/pledging, no related‑party transactions, no committee interlocks.