Kathryn Sullivan
About Kathryn M. Sullivan
Kathryn M. Sullivan is an independent director of Welltower Inc., age 69, serving on the Board since 2019. She chairs the Audit Committee and serves on the Compensation and Executive Committees. Sullivan holds a BA in Accounting from the University of Louisiana at Monroe and an MBA from Louisiana State University, and previously led major health plan businesses at UnitedHealthcare .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UnitedHealthcare Employer & Individual, Local Markets (UnitedHealth Group) | Chief Executive Officer | 2015–2018 | Led operating division; deep payor expertise relevant to Welltower’s healthcare exposure |
| UnitedHealthcare, Central Region | Chief Executive Officer | 2008–2015 | Regional CEO; strategic and operational leadership in healthcare markets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hanger, Inc. | Former public company director | Not disclosed | Listed as former directorship in proxy biography |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under SEC, NYSE, and Welltower guidelines; Audit Committee members (including Sullivan) also meet Rule 10A-3 independence and are deemed “audit committee financial experts” .
- Attendance: In 2024, no director attended fewer than 75% of aggregate Board and committee meetings; Board/committee average attendance was 97% .
- Executive sessions: The Board held executive sessions of independent directors after each Board meeting .
| Committee | Role | 2024 Meetings | Key Oversight / Notes |
|---|---|---|---|
| Audit | Chair | 6 | Oversight of financial reporting, ICFR, auditor independence, non-GAAP policies, disclosure controls, cybersecurity; committee members financially literate and designated financial experts; EY recommended for 2025 audit |
| Compensation | Member | 5 | Oversees exec pay, plans, human capital strategy; all members independent |
| Executive | Member | 0 | Exercises Board powers between meetings when needed |
Fixed Compensation
| Year | Item | Amount (USD) | Detail |
|---|---|---|---|
| 2024 | Annual director retainer | $100,000 | Standard cash retainer for non-employee directors |
| 2024 | Audit Committee Chair fee | $35,000 | Committee chair fee |
| 2024 | Compensation Committee member fee | $15,000 | Committee member fee |
| 2024 | Executive Committee member fee | $7,500 | Executive Committee fee |
| 2024 | Total cash fees (Fees Earned or Paid in Cash) | $157,500 | Sum of retainer and committee fees |
| 2024 | Election to receive cash fees in LTIP Units | Yes | LTIP Units granted in lieu of cash; grant-date valuations at $92.72 (Mar 1, 2024) and $128.03 (Sep 30, 2024) closing prices |
Performance Compensation
| Year | Equity Type | Grant Date | Grant-Date Value (USD) | Vesting/Settlement | Dividends | Performance Metrics Tied to Director Pay |
|---|---|---|---|---|---|---|
| 2024 | Deferred Stock Units (DSUs) | Mar 1, 2024 | $199,997 | Converted into common stock on first anniversary, subject to continued service | ||
| 2024 | DSU valuation basis | Mar 1, 2024 | Closing price $92.72 | Valuation input per director equity grant practice | ||
| 2024 | Dividend equivalent rights | As declared | Cash (or stock if elected) | Paid as and when shares vest/issue per program | ||
| 2024 | Performance conditions | N/A | N/A | Director equity grants (DSUs) are time-based; no performance metrics for director compensation |
Other Directorships & Interlocks
| Company | Role | Current/Past | Potential Interlock/Conflict |
|---|---|---|---|
| Hanger, Inc. | Director | Past | No Welltower-related related-party transaction disclosed; no conflicts noted in proxy |
Expertise & Qualifications
- Financial/accounting acumen, risk management, corporate governance, global experience, technology/cybersecurity, and healthcare system/payor expertise; Sullivan specifically marked for Finance & Accounting, Healthcare & Health Systems, Global, Technology & Cybersecurity, Risk Management, and Corporate Governance in the Board skills matrix .
- Audit Committee “financial expert” designation for all members including Sullivan .
- Education: BA (Accounting) and MBA .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Shares held of record | 6,598 | As of Feb 28, 2025 |
| OP Units (beneficially owned) | 9,648 | Included in beneficial ownership; convertible to common stock per OP terms |
| Total beneficial ownership (shares + OP Units) | 16,246 | As of Feb 28, 2025; excludes unvested DSUs and LTIP Units not convertible within 60 days |
| LTIP Units held (not yet converted) | 16,247 | As of Dec 31, 2024; separate from beneficial ownership calculation above |
| Shares pledged as collateral | None indicated | Proxy notes no pledging by directors/officers, other than as indicated; no exception listed for Sullivan |
| Director ownership guideline | 5x annual cash retainer | Must be met within 5 years; counts common, DSUs, LTIP Units (80% weighting), and OP Units (100% weighting) |
| Anti-hedging policy | Yes | Company-level policy in place |
| Clawback policy | Yes | Company-level policy in place |
Governance Assessment
- Positive signals: Independent status; Audit Committee chair with financial expert designation; strong attendance culture (97% average) and no <75% attendance instances; separation of Chair/CEO roles and regular executive sessions; adoption of anti-hedging and clawback policies .
- Alignment: Elected to receive cash fees in LTIP Units (equity-linked), plus annual DSU grant—enhancing skin-in-the-game; director ownership guidelines set at 5x retainer with OP/LTIP Unit crediting .
- Conflicts/related-party: No related-party transactions or pledging disclosed for Sullivan; Board uses formal policy to review/approve related person transactions .
- Committee effectiveness: Audit Committee met six times, reviewed auditor independence, ICFR, non-GAAP/disclosure policies, and cybersecurity; recommended EY for 2025—indicates active oversight .
RED FLAGS: None identified in proxy related to Sullivan—no pledging, no related-party transactions, and attendance thresholds met .