Sumit Roy
About Sumit Roy
Sumit Roy (age 55) is an independent director of Ventas, Inc. (VTR) since 2022, serving on the Investment Committee. He is President and Chief Executive Officer (and director) of Realty Income Corporation (NYSE: O) and brings extensive executive, investor, real estate and technology experience, having overseen more than $57B in real estate capital markets and advisory transactions during his prior investment banking tenure. His background includes senior operating roles at Realty Income and prior roles at UBS, MeadWestvaco, Merrill Lynch, and Cap Gemini, with current service on Nareit’s Executive Board and Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Realty Income Corporation (NYSE: O) | CEO & Director | Since 2018 | Led growth to over 15,000 properties across US and Europe |
| Realty Income Corporation | President | Since 2015 | Strategic and operational leadership |
| Realty Income Corporation | Chief Operating Officer | 2014–2018 | Oversight of operations |
| Realty Income Corporation | Chief Investment Officer | 2013–2014 | Investment strategy and execution |
| Realty Income Corporation | SVP, Acquisitions | 2011–2013 | Portfolio acquisitions |
| UBS Investment Bank | Executive Director | 2004–2011 | Responsible for >$57B in real estate capital markets/advisory transactions |
| MeadWestvaco | Manager, Corporate Finance | 2003–2004 | Corporate finance |
| Merrill Lynch | Associate, Technology Investment Banking | 2001–2003 | Tech investment banking |
| Cap Gemini | Principal | 1994–1999 | Technology consulting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Realty Income Corporation (NYSE: O) | Director | Since 2018 | Public company REIT board service |
| National Association of Real Estate Investment Trusts (Nareit) | Executive Board & Governance Committee Member | Current | Industry leadership and policy/governance engagement |
Board Governance
- Committee memberships: Investment Committee member (current members include Roy); meetings held in 2024: Investment Committee 2; Audit & Compliance 5; Compensation 5; Nominating/Governance 6 .
- Independence: The Board affirmed all directors except the CEO are independent under NYSE standards; Roy is disclosed as “Independent Director” .
- Attendance and engagement: Board held 7 meetings in 2024; each incumbent director attended more than 75% of Board and committee meetings; average attendance 98%. Independent directors meet in executive session at each regularly scheduled quarterly Board and committee meeting .
- Lead Independent Director structure: Board operates with a Lead Independent Director (Roxanne M. Martino), with specified responsibilities including executive sessions, agenda approval, and stockholder consultation .
- Overboarding & committee limits: Policy prohibits executive officers of public companies from serving on more than two additional public company boards beyond Ventas; audit committee members capped at two additional audit committees .
- Related-party controls: No related person transactions in 2024; transactions with related persons governed by Audit & Compliance Committee review/approval standards .
- Hedging/pledging: Company prohibits hedging, short sales, and pledging of Company securities for directors and executive officers; no hedging or pledging by directors/executives in 2024 .
Fixed Compensation
| Component | Amount ($USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $125,000 | Quarterly retainers and meeting fees per program |
| Annual Stock Awards (RSUs) (2024) | $174,958 | Granted May 14, 2024; fair value per grant-date closing price |
| Total (2024) | $299,958 | Sum of cash fees and stock awards |
| Director Compensation Program Element | Amount ($USD) | Effective Date/Policy |
|---|---|---|
| Annual Cash Retainer | $110,000 | Paid quarterly; deferral option to stock units |
| Annual Equity Award (RSUs) | $185,000 | Vests on first anniversary or next annual meeting date |
| Committee Member Retainers | $15,000–$20,000 | Investment: $15,000; Audit/Comp: $20,000; Nominating: $15,000 |
| Committee Chair Retainers | $20,000–$35,000 | Investment: $20,000; Compensation: $30,000; Audit: $35,000; Nominating: $25,000 |
| Lead Independent Director Retainer | $50,000 | Increased in Oct 2024 |
| Excess Meeting Fees | $1,500 per meeting | If meetings exceed thresholds |
Performance Compensation
| Equity Award | Grant Date | Vesting Terms | Units/Value |
|---|---|---|---|
| Annual RSU grant | May 14, 2024 | Vests on first anniversary or earlier next annual meeting date | $174,958 fair value |
| Unvested RSUs (as of 12/31/2024) | — | — | 3,648 units |
| Cash Fee Deferral (stock units) | 2024 | Deferral of cash fees into stock units | $125,000 deferred; 2,459 units credited |
- Director equity awards are time-based RSUs; no performance metrics are tied to non-employee director equity grants (company discloses performance metrics for executive PSU programs, not for director awards) .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Since | Notes |
|---|---|---|---|---|
| Realty Income Corporation | NYSE: O | CEO & Director | 2018–present | Large diversified net lease REIT; Roy’s executive role may create scheduling demands. Ventas overboarding policy allows executive officers to serve on at most two additional boards beyond Ventas; Roy’s disclosed service complies. No related-party transactions disclosed with Realty Income . |
Expertise & Qualifications
- REITs/Real Estate; Investment & Capital Allocation; Technology/Cybersecurity; Investor Experience & Perspective—supported by senior roles at Realty Income and prior $57B transaction responsibility at UBS .
- Executive leadership and strategic planning; experience leveraging technology to create stakeholder value .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Vested and Unvested Shares of Common Stock | 2,709 shares | As of March 1, 2025 |
| Stock Units That May Be Settled within 60 days | 1,027 units | From deferral elections; settle upon ceasing to be director |
| Total Beneficially Owned | 3,736 shares | Includes stock units eligible to settle within 60 days |
| Ownership as % of Shares Outstanding | Less than 1% | Based on 437,616,567 shares outstanding |
| Shares Pledged/Hedged | None in 2024 (policy prohibits; none occurred) | Anti-hedging/anti-pledging policy for directors/executives |
| Director Stock Ownership Guideline | 5× annual cash retainer | Must comply within five years; retain 100% of granted shares/units until compliant |
| Compliance Status | All non-employee directors in compliance (with transition periods considered) | As disclosed |
Governance Assessment
- Independence and attendance: Roy is an independent director; Board confirms independence for all non-management directors; attendance norms met (>75%) with 98% average in 2024, indicating high engagement .
- Committee role and effectiveness: Member of Investment Committee; committee oversight covers transaction-related risks and investment policies; independent membership mitigates conflicts .
- Compensation alignment: Mix of cash and annual RSUs; deferral into stock units; RSU vesting tied to tenure enhances alignment with shareholder value; robust stock ownership guidelines (5× retainer) and prohibition on hedging/pledging further align interests .
- Potential conflicts & interlocks: Roy’s executive role at Realty Income is notable; Ventas overboarding limits and independence determinations mitigate risk; Board adopted a policy in early 2024 prohibiting engaging any entity that employs a director full-time for financial advisory or investment banking services on transactions, reducing related-party exposure; no related person transactions in 2024 .
- Shareholder signals: Say-on-pay support for NEO compensation exceeded 86% at the 2024 annual meeting, indicating constructive investor sentiment toward governance and pay practices .
RED FLAGS: None disclosed for 2024 on related-party transactions, hedging/pledging, or attendance. Monitor for workload/availability given CEO role at another large REIT and continued Investment Committee duties, though current overboarding policy indicates compliance .