Kenneth Bacon
About Kenneth J. Bacon
Kenneth J. Bacon, age 70, is Welltower’s independent Chair of the Board and has served as a director since 2016. He is co‑founder and managing partner of RailField Realty Partners and previously spent 19 years at Fannie Mae, culminating as EVP of the multifamily mortgage business (2005–2012). His education includes a BA (Anthropology) from Stanford, an MSc (International Relations) from LSE, and an MBA (Finance & Strategy) from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fannie Mae | Executive Vice President, Multifamily Mortgage Business | 2005–2012 | Led multifamily mortgage operations |
| Fannie Mae | Senior roles (various) | 1993–2005 | Senior finance and housing roles |
| RailField Realty Partners | Co‑founder & Managing Partner | 2012–present | Multifamily investment and asset management |
External Roles
| Organization | Role | Committee Assignments |
|---|---|---|
| Ally Financial Inc. | Director | Risk Committee Chair |
| Arbor Realty Trust, Inc. | Director | Not disclosed in proxy |
| Comcast Corporation | Director | Governance and Corporate Responsibility Committee Chair |
Board Governance
- Current Welltower committee assignments: Executive Committee Chair; independent Chair of the Board, with CEO role separate from Chair .
- Independence: Board determined all directors other than the CEO are independent under SEC, NYSE, and company guidelines (includes Mr. Bacon) .
- Attendance and engagement: Average Board and committee attendance was 97% in 2024; no director was below 75% attendance. The Board met six times in 2024; Executive Committee held 0 meetings .
- 2025 shareholder support: Bacon was re‑elected with 570,917,257 votes “For,” 5,604,335 “Against,” 209,030 “Abstentions,” and 25,586,546 broker non‑votes .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $364,954 | Includes $250,000 Chair of Board fee, $7,454 fee noted for Compensation Committee Chair, and $7,500 Executive Committee member fee |
| Stock Awards (2024) | $199,997 | Annual grant of deferred stock units, valued on grant date |
| Total (2024) | $564,951 | Cash plus equity grant |
Director fee schedule (2024 approved program):
- Annual director retainer: $100,000; Chair of Board: $250,000 .
- Committee chair fees: Audit $35,000; Compensation/Investment $30,000; Nominating/Corporate Governance $25,000 .
- Committee member fees: Audit $17,500; Compensation/Investment $15,000; Nominating/Corporate Governance $12,500; Executive Committee $7,500 .
Additional election choices:
- Non‑employee directors may elect to receive cash fees as shares of common stock or Welltower OP LLC LTIP Units; Mr. Bacon elected LTIP Units in lieu of cash (grant fair value basis described; such elections are reported in cash fees, not in stock awards column) .
Performance Compensation
| Equity Grant Type | Grant Date | Grant Value | Vesting | Dividend Equivalents |
|---|---|---|---|---|
| Deferred Stock Units (Director annual grant) | March 1, 2024 | ~$200,000 (based on $92.72 closing price) | Converts into common shares on first anniversary, subject to continued service | Dividend equivalent rights payable in cash or additional shares, at director election |
Note: Director equity grants are time‑based and not tied to performance metrics (e.g., TSR or FFO) unlike executive PSU programs; no option awards were indicated for Mr. Bacon in 2024 director grants .
Other Directorships & Interlocks
| Company | Sector Relationship to WELL | Potential Interlock/Conflict Indicator |
|---|---|---|
| Ally Financial Inc. | Financial services; no disclosed related‑party transactions with Welltower in 2024 | Risk Committee Chair; no related transactions disclosed |
| Arbor Realty Trust | Real estate finance; no disclosed related‑party transactions with Welltower in 2024 | Director; no related transactions disclosed |
| Comcast Corporation | Media/technology; no disclosed related‑party transactions with Welltower in 2024 | Governance Committee Chair; no related transactions disclosed |
- Related‑party transactions: Company policy requires review/approval; no related‑party transactions identified in 2024 .
Expertise & Qualifications
- Financial services and real estate investment expertise; government affairs and housing industry experience highlighted as core qualifications .
- Education: BA (Stanford), MSc (LSE), MBA (Harvard Business School) .
- Corporate governance leadership: Independent Board Chair; committee leadership experience at external public companies .
Equity Ownership
| Holder | Shares Held of Record | Total LTIP Units/Shares Beneficially Owned | Notes |
|---|---|---|---|
| Kenneth J. Bacon | 11,679 | 16,463 (includes 4,784 OP Units) | No pledged shares disclosed |
- Ownership guidelines: Directors must own at least 5x annual cash retainer within five years; DSUs, LTIP Units, and OP Units count toward compliance (LTIP Units valued at 80% of common share value; OP Units at 100%) .
- Anti‑hedging: Directors prohibited from hedging, margin trading, short sales; subject to clawback policies for applicable awards .
Governance Assessment
- Board effectiveness: Separation of Chair and CEO roles, robust independence and governance practices (proxy access, majority voting, executive sessions), strong attendance, and independent third‑party Board evaluations (biennial) support investor confidence .
- Alignment: Mr. Bacon’s compensation mix includes substantial equity via DSUs; the option to take fees as LTIP Units increases skin‑in‑the‑game. Director ownership guidelines and anti‑hedging policies reinforce alignment .
- Shareholder support: Strong 2025 re‑election vote indicates high investor support for his continued leadership as independent Chair .
- Conflicts/related‑party exposure: No related‑party transactions disclosed for 2024; service on boards of Ally, Arbor, and Comcast does not, by company disclosure, present related‑party conflicts. Continued monitoring for interlocks is prudent given Arbor’s real estate finance footprint, but no red flags are disclosed by Welltower .
- RED FLAGS: None disclosed regarding pledging, hedging, related‑party transactions, or low attendance. One footnote notes an administrative delay on a Form 4 filing for another director (not Mr. Bacon), subsequently remedied, which does not implicate Mr. Bacon .
Appendix: 2025 Director Election Vote Detail (Signal of Investor Support)
| Nominee | For | Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Kenneth J. Bacon | 570,917,257 | 5,604,335 | 209,030 | 25,586,546 |