Johnese Spisso
About Johnese M. Spisso
Johnese M. Spisso, 64, is an independent director of Welltower Inc., serving since 2018. She is President of UCLA Health, Chief Executive Officer of the UCLA Hospital System, and Associate Vice Chancellor of UCLA Health Sciences (since 2016). Her education includes an RN (St. Francis School of Nursing), BS in Health Science (Chapman College), and an MPA (University of San Francisco). Core credentials span senior leadership of large academic health systems and healthcare operations.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Washington School of Medicine | Chief Health System Officer and Vice President, Medical Affairs; prior roles over 22 years | 22 years total; 9 years in CHSO/Vice President role | Led large academic health system operations and medical affairs |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UCLA Health | President of UCLA Health; CEO, UCLA Hospital System; Associate Vice Chancellor, UCLA Health Sciences | 2016–present | Executive leadership of major academic medical center |
| Douglas Emmett, Inc. | Public company director (former) | Not disclosed | Not disclosed |
Board Governance
- Committee assignments: Chair of the Compensation Committee; member of the Executive Committee; member of the Nominating/Corporate Governance Committee. The Compensation Committee met 5 times in 2024; Nominating/Corporate Governance met 4 times; Executive Committee held no meetings.
- Independence: The Board determined in February 2025 that all directors except the CEO are independent under SEC, NYSE, and company guidelines. Spisso is classified as independent.
- Attendance and engagement: The Board met 6 times in 2024; no director attended fewer than 75% of the aggregate meetings of the Board and committees on which they served; all directors attended the prior annual meeting. Average Board and committee attendance in 2024 was 97%. Executive sessions of independent directors occurred at all quarterly Board and committee meetings.
- Board structure: Independent Chair (separate from CEO); key standing committees comprised solely of independent directors; annual evaluations; proxy access; majority voting in uncontested elections.
Fixed Compensation (Director)
| Item | Amount (USD) | Notes |
|---|---|---|
| Annual retainer (program design) | $100,000 | Standard cash retainer for all non-employee directors (2024 program) |
| Compensation Committee Chair fee (2024 actual) | $21,522 | Per footnote for Spisso |
| Nominating/Corporate Governance Committee member fee (2024 actual) | $12,500 | Per footnote for Spisso |
| Executive Committee member fee (2024 actual) | $2,690 | Per footnote for Spisso |
| Total fees earned or paid in cash (2024) | $136,712 | Matches director compensation table |
Notes:
- Director compensation structure also includes per-meeting fees above thresholds (not applicable in 2024 for Spisso based on totals).
Performance Compensation (Director)
| Equity Element | Grant Date | Amount/Units | Vesting/Terms |
|---|---|---|---|
| Annual deferred stock units (DSUs) – grant value | March 1, 2024 | $199,997 | DSUs convert into common shares on first anniversary; recipients receive dividend equivalent rights in cash or additional shares (director election). |
| DSUs outstanding as of 12/31/2024 | n/a | 2,157 units | Common for non-employee directors excluding specified exceptions; applies to Spisso. |
- Director equity is a fixed-value retainer (not performance-based). There are no performance metrics tied to director equity awards.
Other Directorships & Interlocks
| Company | Current/Former | Notes |
|---|---|---|
| Douglas Emmett, Inc. | Former public company directorship | No current public company directorships disclosed for Spisso in the 2025 proxy. |
- Compensation Committee interlocks: None. The Compensation Committee (which Spisso chairs) reported no interlocks or insider participation and no relationships requiring Item 404 disclosure.
Expertise & Qualifications
- Healthcare and health systems leadership: Extensive experience leading large academic health systems (UCLA; prior University of Washington). Skills matrix marks healthcare and health systems as a core competency.
- Finance and accounting: Board skills matrix identifies Finance and Accounting competency among her core skills.
- Technology and cybersecurity; risk management; corporate governance: Skills matrix denotes competencies in technology/cybersecurity, risk management, and corporate governance.
Equity Ownership
| Item (as of Feb 28, 2025 unless noted) | Amount | Notes |
|---|---|---|
| Shares held of record | 13,567 | Beneficial ownership table |
| Total beneficial ownership (LTIP units/shares) | 13,567 | No LTIP units listed for Spisso in total |
| Shares pledged as collateral | None indicated | “To our knowledge, other than as indicated below, no shares beneficially owned by any director or executive officer have been pledged as security.” No exception listed for Spisso. |
| Director stock ownership guideline | 5x annual cash retainer, within 5 years | Applies to all non-employee directors; OP Units and LTIP Units count at 100% and 80% of common share value, respectively. |
Governance Assessment
- Compensation Committee leadership: As Chair, Spisso oversees executive compensation design, pay-for-performance alignment, HCM oversight, and director pay recommendations; the committee is fully independent and uses an independent consultant (Ferguson Partners Consulting).
- Shareholder alignment and feedback: 2024 Say-on-Pay received ~94% support; the company engaged with institutional investors representing ~80% of outstanding common stock, with feedback informing program refinements.
- Risk and alignment safeguards: Robust clawback policies; anti-hedging/short sales policy; equity ownership requirements; majority of executive pay at-risk; independent Board Chair; regular executive sessions; high attendance.
- Related-party/independence controls: Annual independence determinations; conflicts screening for director nominees; no Compensation Committee interlocks or related-party relationships requiring disclosure for committee members.
- Potential conflicts: While Spisso leads a major health system, the Board’s 2025 independence review found all non-CEO directors independent and screens for conflicts as part of nominations and annual reviews. No related-party transactions involving Spisso are disclosed.
Director Compensation (2024) – Summary
| Component | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $136,712 |
| Stock awards (DSUs) | $199,997 |
| Total | $336,709 |
Board Governance Detail – Meetings (2024)
| Body | Meetings |
|---|---|
| Board of Directors | 6 |
| Compensation Committee | 5 |
| Nominating/Corporate Governance Committee | 4 |
| Executive Committee | 0 |
RED FLAGS
- None observed in filings: no pledging of shares, no related-party transactions requiring disclosure, strong attendance and independent committee leadership, and robust compensation governance (clawbacks, anti-hedging).