Ade Patton
About Ade J. Patton
Ade J. Patton, 46, is an independent director of Welltower Inc., serving since 2021. He is Chief Financial Officer of Oak View Group, LLC (since July 2023) and holds a BA in Government (University of Virginia), MBA (Harvard Business School), and JD (Harvard Law School). The Board’s February 2025 independence review determined all directors other than the CEO are independent under SEC/NYSE rules and Welltower’s guidelines. Patton is designated as an audit committee financial expert via his Audit Committee membership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WarnerMedia (WBD) – HBO/HBO Max/Global DTC | EVP & CFO | Aug 2020 – Jun 2023 | Led finance for global DTC; strategic capital allocation and operational finance. |
| Turner Sports / WM News & Sports | CFO; Head of Planning & Development | Apr 2019 – Aug 2020 | Planning, development, budgeting, performance management. |
| Turner Broadcasting System, Inc. | SVP – Corporate Finance, M&A and GTO | Feb 2017 – Apr 2019 | Corporate finance, M&A execution, transformation initiatives. |
| Millennium Management, LLC | Senior Portfolio Manager | Jan 2015 – Feb 2017 | Investment management; securities analysis. |
| Citadel LLC | Senior Research Analyst | Jun 2009 – Mar 2014 | Sell-side style coverage; deep financial analysis. |
| Magnetar Capital LLC | Research Analyst | Jun 2007 – Jun 2009 | Research and investment analytics. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oak View Group, LLC (private) | Chief Financial Officer | Jul 2023 – Present | Entertainment and sports facilities company. |
| Public company boards | — | — | None disclosed in Welltower’s 2025 proxy. |
Board Governance
- Committee assignments: Audit; Compensation; Executive; Nominating/Corporate Governance (Chair). Audit and Compensation Committees are composed solely of independent directors; Audit members are all financial experts under SEC rules.
- 2024 meeting cadence: Board (6); Audit (6); Compensation (5); Investment (4); Nominating/Corporate Governance (4); Executive (0). Executive sessions held after each Board meeting.
- Attendance and independence: Directors averaged 97% attendance in 2024; no director attended fewer than 75% of meetings on their committees; all directors except the CEO are independent.
- Board leadership: Independent Chair of the Board (Kenneth Bacon).
- Time commitment policy: Directors may not serve on more than three other public company boards; compliance reviewed annually.
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $142,554 |
| Stock Awards (Deferred Stock Units) | $199,997 |
| Total | $342,551 |
Itemized 2024 fees detail:
- Audit Committee member fee: $17,500.
- Compensation Committee member fee: $5,380 (prorated actual).
- Executive Committee member fee: $2,690.
- Nominating/Corporate Governance Committee Chair fee: $16,984.
Program structure highlights:
- Standard annual director cash retainer: $100,000; Committee Chair/member fees: Audit Chair $35,000; Compensation/Investment Chair $30,000; Nominating/Gov Chair $25,000; Audit member $17,500; Compensation/Investment member $15,000; Nominating/Gov member $12,500; Executive Committee member $7,500.
- Equity: Non-employee directors each received ~$200,000 in deferred stock units on March 1, 2024; dividend equivalent rights apply.
Performance Compensation
As a Compensation Committee member, Patton helps oversee Welltower’s performance-linked executive pay. 2024 annual incentive metrics and goals:
| Metric | 2024 Target/Goal | Notes |
|---|---|---|
| Normalized FFO per Diluted Share | $4.02 | Threshold 50%, Target 100%, High 200% payout; core REIT earnings measure. |
| Adjusted Fixed Charge Coverage | 3.89x | Focus on balance sheet strength and serviceability of fixed charges. |
| G&A Expense Controls | $206.7 million | Emphasizes efficient overhead and scalable growth. |
| Sustainability Scorecard (10 sub-goals) | All 20 points achieved | Achieved MSCI “AA”, ENERGY STAR Sustained Excellence, #1 Governance rank, 96% cyber training completion, and other E/S/G goals. |
Long-term incentive program performance metrics (2024–2026 PSUs):
- Relative TSR vs FTSE NAREIT Equity Health Care Index and MSCI US REIT Index; target set at +100 bps over index TSR; high at +600 bps.
- (Net Debt + Preferred)/Annualized Adjusted EBITDA ratio; target aligned with strategic leverage goals.
Say-on-Pay outcome: 2024 approval ~94%; extensive investor outreach (~80% of outstanding shares engaged).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed. |
| Private company roles | CFO, Oak View Group. |
| Interlocks/conflicts | None disclosed; Board policy requires review/approval of any related-party transactions. 2024 had no related-party transactions. |
Expertise & Qualifications
- Finance and Accounting; Risk Management; Global experience; Technology and Cybersecurity; Corporate Governance; Leadership Development—identified in Board skills matrix.
- Legal and business training (JD/MBA), plus senior finance/operator roles across media and investment firms.
- Audit Committee financial expert designation by SEC standards (committee-level determination).
Equity Ownership
| Item | Value |
|---|---|
| Shares held of record (Feb 28, 2025) | 8,241 |
| Deferred Stock Units outstanding (Dec 31, 2024) | 2,157 (for non-employee directors other than specified exceptions) |
| Ownership guidelines | 5x annual cash retainer; DSUs and LTIP Units count; OP Units count at 100%, LTIP Units at 80% of common share value (valuation basis). |
| Anti-hedging/short sale policy | Directors and officers prohibited from hedging/shorting Welltower stock; no margin purchases. |
| Pledging | No pledging disclosed for Patton; proxy indicates no pledges other than noted, none for him. |
Approximate market value of record shares at 12/31/2024 close ($126.03): ~$1.04 million, indicating strong alignment relative to 5x retainer guideline (calculated using disclosed share count and price).
Governance Assessment
- Strengths: Independent director with deep finance and operating expertise; Chair of Nominating/Corporate Governance overseeing board succession, evaluations, ESG oversight; member of Compensation and Audit committees with financial expert designation; strong board process (independent chair, executive sessions, majority voting, proxy access); high attendance and robust shareholder engagement with favorable say-on-pay support.
- Alignment: Material personal share ownership plus annual equity grants; strict ownership guidelines; anti-hedging policy; no related-party transactions in 2024.
- Potential watchpoints: Dual responsibilities as CFO of a private company imply time commitment considerations, mitigated by Welltower’s board service limits and annual reviews; ongoing monitoring of committee workload/meeting frequency appropriate.
Overall, Patton’s committee leadership (Nom/Gov Chair), financial acumen, and independence support board effectiveness with low conflict risk and clear shareholder-alignment signals through equity ownership and governance policies.