Theodore R. Bigman
About Theodore R. Bigman
Theodore R. Bigman is an independent director of Ventas, Inc., serving since March 2024; he is age 62 as of the 2025 Annual Meeting and sits on the Investment Committee . He brings more than 30 years of REIT and real assets investing experience, including building Morgan Stanley Investment Management’s Global Listed Real Assets business to over $25B AUM, and currently serves as Founder/CIO of Bigman Holdings and an Executive Fellow at Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley Investment Management (MSIM) | Managing Director & Head of Listed Real Assets | 1995–2021 | Built Global Listed Real Assets business to >$25B AUM; value-oriented process |
| Credit Suisse First Boston | Executive Director & senior roles | 1987–1995 | Investment banking leadership |
| Bain & Company | Associate Consultant | 1983–1985 | Strategy consulting experience |
| Tower Realty Trust | Board Observer | 1997–1998 | Governance exposure in listed REITs |
| American Industrial Properties REIT | Board of Trust Managers | 1997–2000 | REIT board oversight |
| Grove Property Trust | Board of Trust Managers | 1998–2000 | REIT board oversight |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Bigman Holdings (family office) | Founder & Chief Investment Officer | Since 2021 |
| Harvard Business School | Executive Fellow | Since 2024 |
| Other current public company boards | None | — |
Board Governance
- Committee assignments: Investment Committee member; 2024 Investment Committee met 2 times; all members independent .
- Independence: Board deems all directors except the CEO as independent; Bigman listed as Independent Director .
- Attendance: Board held 7 meetings in 2024; each incumbent director attended >75% of Board/committee meetings; average attendance 98%; all 12 nominees attended the 2024 annual meeting .
- Appointment and refreshment: Appointed March 4, 2024 pursuant to a cooperation agreement with Land & Buildings; Board temporarily expanded to 13 directors and expected to comprise 12 following the 2024 Annual Meeting .
- Stockholder engagement and governance practices include anti-hedging/anti-pledging policy, strong ownership guidelines, majority vote/resignation policy, and regular executive sessions led by the Lead Independent Director .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $110,000 | Paid quarterly; optional cash deferral into stock units |
| Lead Independent Director supplemental retainer | $50,000 | Increased effective Oct 1, 2024 |
| Chair supplemental retainer – Audit & Compliance | $35,000 | Increased effective Oct 1, 2024 |
| Chair supplemental retainer – Compensation | $30,000 | Increased effective Oct 1, 2024 |
| Chair supplemental retainer – Nominating/Governance/CR | $25,000 | Increased effective Oct 1, 2024 |
| Chair supplemental retainer – Investment | $20,000 | Increased effective Oct 1, 2024 |
| Member supplemental retainer – Audit & Compliance | $20,000 | — |
| Member supplemental retainer – Compensation | $20,000 | — |
| Member supplemental retainer – Nominating/Governance/CR | $15,000 | — |
| Member supplemental retainer – Investment | $15,000 | — |
| Excess meeting fees | $1,500 per meeting | Applies beyond 8 Board or 6 committee meetings/year |
Director Program (prior level for 2023/early 2024):
- Annual cash retainer $110,000; equity award $175,000; same member/chair retainers shown above; excess meeting fee $1,500 .
Performance Compensation
| Equity Award | Grant date | Units/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU grant | May 14, 2024 | $174,958 grant-date fair value | Vests on first anniversary or next annual meeting | Directors can defer RSU settlement under the 2022 Incentive Plan |
| Initial pro‑rated RSU grant (upon appointment) | Mar 12, 2024 | 778 RSUs | Same schedule | Granted due to appointment mid-cycle |
Program parameters:
- Annual equity grant target increased by $10,000 to $185,000 effective Oct 1, 2024 .
- RSUs vest on the earlier of one year or next annual meeting; deferral programs exist for both cash and equity .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Period | Potential Interlock/Conflict |
|---|---|---|---|---|
| American Industrial Properties REIT | Public REIT (former) | Board of Trust Managers | 1997–2000 | None disclosed with Ventas |
| Grove Property Trust | Public REIT (former) | Board of Trust Managers | 1998–2000 | None disclosed with Ventas |
| Tower Realty Trust | Public REIT (former) | Board Observer | 1997–1998 | None disclosed with Ventas |
| Current public company boards | — | None | — | None |
- Activist cooperation: Land & Buildings agreement added Bigman to the Board and Investment Committee; includes standstill, voting commitments, non‑disparagement; effective until day after 2025 Annual Meeting .
Expertise & Qualifications
- REITs/Real estate and investment/capital allocation expertise; extensive institutional investor perspective from MSIM real assets leadership .
- Education/brand communication experience via Harvard Business School Executive Fellow role .
- Financial markets and transaction experience from prior Credit Suisse First Boston and Bain roles .
Equity Ownership
| As-of date | Beneficial ownership (shares) | Components | Unvested RSUs/Restricted stock | Notes |
|---|---|---|---|---|
| Mar 1, 2025 | 2,063 | Common stock; no options; no stock units settling within 60 days | — | Reported in beneficial ownership table |
| Mar 1, 2024 | 1,285 | Common stock | — | Reported in beneficial ownership table |
| Dec 31, 2024 | — | — | 3,648 | Aggregate unvested restricted stock/RSUs held |
Ownership alignment policies:
- Minimum stock ownership guideline of 5× annual cash retainer ($110,000), to be achieved within five years; all non‑employee directors are in compliance considering transition period for new directors .
- Anti‑hedging and anti‑pledging policy applies to directors .
Governance Assessment
- Committee fit: Placement on Investment Committee aligns with Bigman’s global listed real assets and REIT investing background; the committee oversees investments/divestitures and policies, with all members independent .
- Independence and engagement: Independent status, high board attendance (Board average 98%), and participation in regular executive sessions support board effectiveness .
- Compensation mix: 2024 compensation was approximately 37% cash ($103,365) and 63% equity ($174,958), indicating strong equity alignment; initial pro‑rated grant on appointment and annual grant thereafter .
- Ownership alignment: Robust 5× retainer guideline and anti‑hedging/pledging policy, with compliance noted for non‑employee directors, are positive investor‑alignment signals .
- Conflicts/related parties: No related‑party transactions involving Bigman are disclosed; activist cooperation agreement terms are typical (standstill, voting commitments) and time‑bound through the 2025 Annual Meeting .
Overall signal: Bigman’s deep REIT capital markets expertise, Investment Committee seat, equity‑heavy pay, and ownership policies collectively support governance quality and investor alignment; the activist cooperation leading to his appointment reflects constructive refreshment rather than governance friction, given the standstill and board’s nomination for re‑election .