Dennis Lopez
About Dennis G. Lopez
Dennis G. Lopez, age 70, is an independent director of Welltower Inc. and has served on the Board since 2021; he sits on the Audit and Investment Committees . He is the CEO of QuadReal Property Group Ltd. and previously held senior roles at AXA Real Estate Investment Managers (CIO, 2009–2017) and SUN Real Estate Group (CEO, 2007–2009), with over 30 years in investment banking and real estate investment management including senior roles at Cambridge Place Investment Management and J.P. Morgan in London . Lopez holds a BA from California State University, Long Beach and an MBA (Finance and Accounting) from UCLA . The Board’s February 2025 review affirmed his independence under SEC/NYSE rules; executive sessions occur at all quarterly Board and committee meetings, with 2024 Board/committee attendance averaging 97% and no director below 75% .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QuadReal Property Group Ltd. | Chief Executive Officer | Since June 2017 | Leads global real estate investment, operating and development platform |
| AXA Real Estate Investment Managers | Chief Investment Officer | 2009–2017 | Oversaw global real estate investment management |
| SUN Real Estate Group | Chief Executive Officer | 2007–2009 | Led private equity real estate activities in India and Russia |
| Cambridge Place Investment Management | Global Head of Real Estate | Two years (dates not disclosed) | Led real estate strategies at London-based hedge fund |
| J.P. Morgan (London) | Managing Director/Head of European Real Estate | Seven years (dates not disclosed) | Led European real estate investment banking |
External Roles
- Current public company directorships: Not disclosed for Lopez in the proxy’s director profile .
- Other affiliations: CEO of QuadReal Property Group Ltd. (private) .
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; Board determined all directors other than the CEO are independent under SEC/NYSE and company guidelines |
| Committees | Audit Committee (member); Investment Committee (member) |
| Committee Chairs | None (Audit Chair: Kathryn M. Sullivan; Investment Chair: Sergio D. Rivera) |
| Financial Expertise | All Audit Committee members are “audit committee financial experts” under SEC rules (Lopez included) |
| Attendance | Board/committee average attendance 97% in 2024; no director <75%; executive sessions at all quarterly Board and committee meetings |
| Board Leadership | Independent Chair (Kenneth J. Bacon); separated Chair/CEO roles |
| Service Limits | Directors may not serve on >3 other public company boards; public company CEOs limited to 1 other public board; all directors in compliance |
Fixed Compensation
2024 compensation to Lopez (non-employee director):
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $136,495 |
| Stock Awards ($) | $199,997 (annual DSU grant, grant-date fair value per ASC 718) |
| Total ($) | $336,492 |
Committee fee breakdown (as disclosed for 2024):
| Fee Component | Amount ($) |
|---|---|
| Audit Committee member fee | $6,495 |
| Compensation Committee member fee | $15,000 (proxy footnote attribution) |
| Investment Committee member fee | $15,000 |
Program structure for non-employee directors (2024):
| Component | Amount/Terms |
|---|---|
| Annual director cash retainer | $100,000 |
| Board Chair fee | $250,000 (for Chair; not applicable to Lopez) |
| Committee Chair fees | Audit $35,000; Compensation/Investment $30,000; Nominating/Gov $25,000 |
| Committee member fees | Audit $17,500; Compensation/Investment $15,000; Nominating/Gov $12,500 |
| Executive Committee fee (non-employee members) | $7,500 (not applicable to Lopez) |
| Meeting fees (excess meetings) | Board $1,500; Committee $1,000 |
| Equity grant (annual) | DSUs valued ≈$200,000; converts to common stock 1 year from grant; dividend equivalents available |
Election in lieu of cash:
- Lopez elected to receive cash fees in the form of deferred stock units (DSUs) .
Performance Compensation
Director equity awards (not performance-based; standard annual grant):
| Grant Detail | Lopez |
|---|---|
| 2024 Director DSU grant (grant-date fair value) | $199,997; granted March 1, 2024; converts to common shares on first anniversary; dividend equivalents per policy |
| Cash fees election | Additional DSUs for cash fees (valued per closing price on dates specified) |
Directors’ annual DSU awards are time-based (one-year conversion), not contingent on operating metrics; dividend equivalents may be taken in cash or additional common shares per election .
Other Directorships & Interlocks
- No public company board interlocks involving Lopez are disclosed in the director profile .
- Compensation Committee interlocks: None of the members (Lopez not listed) had relationships requiring Item 404 disclosure for 2024 .
Expertise & Qualifications
- Real estate investment, financial services, international business: core competencies highlighted for Lopez; Board skills matrix shows real estate, finance/accounting, global, risk management, corporate governance among Lopez’s skills .
- Audit Committee financial expert: Board determined all Audit Committee members meet SEC “financial expert” standard .
Equity Ownership
Ownership and alignment:
| Item | Lopez |
|---|---|
| Beneficial ownership (as of Feb 28, 2025) | Shares held of record: 13,856; total LTIP Units/shares beneficially owned: 13,856 |
| Pledging | “To our knowledge,” no pledged shares disclosed for Lopez (none indicated in footnotes) |
| Director ownership guideline | Must reach ≥5x annual cash retainer within five years of joining; Lopez joined 2021, thus within compliance period |
Recent insider transactions (Form 4) – selected entries:
Note: Company disclosed that one Form 4 for Lopez reporting dividend equivalent rights was filed late due to an administrative error, subsequently corrected .
Other Directorships & Interlocks
| Company/Organization | Role | Notes |
|---|---|---|
| QuadReal Property Group Ltd. | CEO | Private company; not a public board interlock |
Governance Assessment
- Board effectiveness:
- Relevant expertise: Lopez brings deep real estate investment and capital markets experience; Audit Committee financial expert status strengthens oversight of financial reporting and controls .
- Engagement: Board operates with independent Chair and frequent executive sessions; average director attendance 97% in 2024; no director below 75% .
- Alignment:
- Compensation/ownership: Standard director pay program with DSUs around $200k; Lopez elected DSUs for cash fees, improving equity alignment; director guideline requires ≥5x retainer within five years (Lopez within compliance window) .
- Conflicts:
- Independence affirmed February 2025; no related party transactions identified in 2024; board service limits policy in place and directors in compliance .
- Risk indicators:
- RED FLAG (minor): One late Form 4 for dividend equivalents attributed to administrative error; subsequently filed .
- No pledging/hedging: Directors prohibited from hedging/short sales; no pledging disclosed for Lopez .
Overall, Lopez’s audit and investment oversight experience, independence status, and DSU elections support shareholder alignment; oversight quality is reinforced by an independent Chair and strong committee structure, with minimal governance risk noted (one corrected late Section 16 filing) .
Citations
Insider trades SEC URLs as listed in the Insider Trades table above.