Walter C. Rakowich
About Walter C. Rakowich
Independent director of Ventas, Inc. since 2016; age 67 as of the 2025 Annual Meeting. Former CEO of Prologis, where he led a turnaround and the $17B merger with AMB; brings deep REIT, finance and risk oversight expertise. Currently serves as Audit and Compliance Committee Chair and Investment Committee member at Ventas; the Board affirms his independence and audit-committee financial expert status.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prologis, Inc. (NYSE: PLD) | CEO; Co-CEO post-merger; Director; prior President, CFO, COO | 1994–2012 (various roles); CEO 2008–2011; Co-CEO 2011–2012; Director 2005–2012 | Led dramatic turnaround and $17B AMB merger; oversight of sustainability initiatives |
| Trammell Crow Company | Partner and Principal | 1985–1993 | Real estate development and operating experience |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Host Hotels & Resorts, Inc. (NYSE: HST) | Director; Lead Director (2015–2018) | 2012 | Large-cap lodging REIT; leadership role as prior Lead Director |
| Iron Mountain Incorporated (NYSE: IRM) | Director | 2015 | Global information management and storage company |
| Gender Fair (Advisory Council) | Member | — | Private/non-profit advisory role |
| Penn State Smeal College – Institute for Real Estate Studies (Advisory Board) | Former member | — | Academic advisory role |
Board Governance
- Current Ventas committee assignments: Audit and Compliance Committee (Chair); Investment Committee (Member). The Audit Committee met 5 times and the Investment Committee met 2 times in 2024.
- Independence and expertise: Board determined all directors other than the CEO are independent; all Audit Committee members are independent and qualify as “audit committee financial experts.”
- Attendance and engagement: Ventas’s Board held 7 meetings in 2024; every incumbent director attended >75% of Board and committee meetings; average attendance was 98%. Independent directors meet in executive session at each regular Board and committee meeting.
- Stockholder outreach: Board-led engagement throughout the year; in 2024 the company contacted holders representing ~75% of shares and engaged with holders representing ~50%.
- Related-party and conflicts oversight: No related person transactions in 2024; a 2024 policy bars engaging entities that employ a director full-time for transactional investment banking/advisory services.
Fixed Compensation (Non-Employee Director)
- Program structure (effective Oct 1, 2024): annual cash retainer $110,000; Lead Independent Director $50,000; committee chair retainers—Audit $35,000, Compensation $30,000, Nominating/Gov $25,000, Investment $20,000; committee member retainers—Audit $20,000, Compensation $20,000, Nominating/Gov $15,000, Investment $15,000; excess meeting fee $1,500; annual RSU grant $185,000 grant date value; ownership guideline 5× cash retainer.
- Director-specific earned compensation: | Year | Cash Fees | Stock Awards (Grant-Date FV) | Total | |---|---|---|---| | 2023 | $151,500 | $174,991 | $326,491 | | 2024 | $152,500 | $174,958 | $327,458 |
Notes: 2024 stock grants typically vest on the first anniversary or earlier of the next annual meeting; directors may defer cash/equity; program parameters increased (e.g., Audit Chair retainer to $35,000 and annual equity to $185,000) effective Oct 1, 2024.
Performance Compensation
- Ventas compensates non-employee directors primarily with time-based RSUs that vest on the first anniversary of grant (or next annual meeting), not performance shares; therefore, no director-level performance metrics apply.
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict Consideration |
|---|---|---|
| Host Hotels & Resorts (HST) | Lodging REIT | Different sector from healthcare REIT; minimal direct commercial overlap with Ventas. |
| Iron Mountain (IRM) | Information management | No obvious supplier/customer overlap with Ventas’s core operations disclosed. |
- Related party transactions: None in 2024 at Ventas (board-wide).
- Anti-conflict policy: 2024 policy limits engagement of entities employing directors for transactional advisory work.
Expertise & Qualifications
- REITs/Real Estate; Investment & Capital Allocation; Financial/Accounting; Strategic Planning—explicitly highlighted in Ventas’s skills matrix and biography.
- Notable achievements: Led Prologis turnaround and $17B AMB merger; extensive sustainability/ESG oversight experience from Prologis.
- Audit leadership: Chairs Ventas’s Audit and Compliance Committee; designated audit committee financial expert.
Equity Ownership
| Item | Amount | As-Of |
|---|---|---|
| Beneficial ownership (common shares) | 22,383 shares (<1% of outstanding) | March 1, 2025 |
| Unvested RSUs (director awards) | 3,648 units | Dec 31, 2024 |
| Ownership guideline | 5× annual cash retainer; all non-employee directors in compliance (subject to transition for new directors) | Policy current |
- Hedging/pledging: Policy prohibits hedging/pledging; no director or executive officer hedged/pledged or held in margin accounts during 2024.
Governance Assessment
- Strengths
- Independent, financially sophisticated Audit Chair and recognized audit committee financial expert; positive for financial reporting oversight and risk management.
- Strong engagement and attendance culture; Board averaged 98% attendance in 2024 with regular executive sessions of independent directors.
- Clean conflicts record (no related person transactions in 2024) and explicit anti-hedging/pledging policy with 2024 compliance; board-level policy to mitigate investment banking conflicts.
- Ownership alignment via 5× retainer guideline; directors in compliance; meaningful annual equity component.
- Watch items
- Multiple public company directorships (HST, IRM) require ongoing time-commitment monitoring; however Ventas overboarding policy allows up to four additional boards for non-executive directors, and his current total appears within policy.
- Director equity awards are time-based (not performance-based), which is standard for directors but provides less direct performance linkage than PSUs; mitigated by ownership guidelines and cash-equity mix.
- Shareholder confidence signals
- Advisory say-on-pay support >86% at 2024 meeting (board responsiveness on pay design).
- Proactive investor outreach by Board and management throughout 2024.