Sergio Rivera

About Sergio D. Rivera

Independent Director of Welltower Inc. since 2014; currently age 62. Rivera chairs the Board’s Investment Committee and serves on the Compensation and Executive Committees. He previously served as CEO of SeaWorld Entertainment (2019–2020) and held senior leadership roles at ILG and Starwood; he holds a BA in Finance & International Business and an MBA from Florida International University . The Board has determined he is independent under NYSE and SEC rules; Welltower’s Board is led by an independent Chair, separate from the CEO .

Past Roles

External Roles

Board Governance

• Committee assignments: Investment (Chair), Compensation (Member), Executive (Member). Investment Committee oversees guidelines, approves certain investments/dispositions, and reviews performance; members are independent . Current Audit Committee members are Sullivan (Chair), Gundlach, Lopez, Patton (Rivera is not listed as a current member), though his 2024 fees reflect some Audit Committee service during the year (see Compensation) .
• Independence: Board determined all directors except the CEO are independent under SEC/NYSE; independent Chair structure in place .
• Attendance and meetings (2024): Board met 6 times; committees met Audit (6), Compensation (5), Investment (4), Nominating/Governance (4); Executive Committee held 0 meetings. No director attended fewer than 75% of applicable meetings; overall director attendance was 97% .
• Executive sessions: Independent directors hold executive sessions at all quarterly Board and committee meetings .
• Other governance: Limits on outside boards (≤3 other public boards for directors; ≤1 for sitting public-company CEOs); all directors in compliance. Mandatory retirement age policy in place. Proxy access and majority voting in uncontested elections .

Fixed Compensation

2024 non-employee director fee schedule and Rivera’s actual compensation.

Notes:

• Non-employee directors each received ~US$200,000 of deferred stock units (DSUs) on March 1, 2024; DSUs convert into common shares on the first anniversary, generally subject to continued service; dividend equivalents paid in cash or additional shares. Directors could elect DSUs or LTIP Units for equity, and stock/LTIP Units in lieu of cash .

Performance Compensation

• Non-employee director equity is time-based (not performance-conditioned). 2024 grant sized at ~$200,000 fair value; vests/settles at 1 year (conversion to shares) with dividend equivalents; election to receive as DSUs or LTIP Units .
• No director-specific performance metrics apply; performance metrics disclosed in the proxy pertain to executive officer incentives, not to director pay .

Other Directorships & Interlocks

• Current public company boards: None disclosed for Rivera .
• Former public company board: SeaWorld Entertainment, Inc. .
• Compensation committee interlocks: None reported for 2024 across the company (no interlocks/insider participation) .
• Independent compensation consultant: Ferguson Partners Consulting; independence assessed with no conflicts (advises the Compensation Committee) .

Expertise & Qualifications

• Board biography highlights extensive experience in real estate development/investment strategy, corporate finance/accounting, and operating leadership in large, complex hospitality/leisure businesses (Starwood, ILG, SeaWorld). Education: BA Finance & International Business; MBA (Florida International University) .

Equity Ownership

Additional alignment policies:

• Director equity ownership guideline: 5x annual cash retainer within five years of joining; DSUs, LTIP Units, and OP Units count (LTIP Units at 80% of share value, OP Units at 100%) .
• Anti-hedging/short sales: Directors prohibited from hedging, short sales, or purchasing on margin .
• Pledging: Company states, to its knowledge, no director/officer shares are pledged unless noted; no pledge indicated for Rivera .
• Related-party transactions: None identified in 2024 .

Governance Assessment

• Strengths: Independent director with deep operating and capital allocation experience; chairs Investment Committee (key for Welltower’s deployment and RIDEA strategy); independent Board leadership; high overall attendance (97%); strong shareholder rights (proxy access, majority voting); robust director ownership guidelines and anti-hedging policy; no related-party transactions or comp committee interlocks .
• Watch items: 2024 fee disclosure indicates Audit Committee fees for Rivera despite current roster listing others as Audit members—suggests mid-year committee changes; not a red flag but worth tracking for committee load and continuity .
• Shareholder alignment: Annual DSU grants plus ownership guideline foster alignment; directors can take fees/equity in stock/LTIP Units, increasing skin-in-the-game .

Appendix – Board & Committee Reference (2024)

All citations: