Shankh Mitra
About Shankh Mitra
Shankh Mitra (age 44) is CEO and a director of Welltower (since Oct 2020; director since 2020). He holds a BA in Engineering from Jadavpur University and an MBA from Columbia Business School; prior roles include CIO (2018–2023) and COO/CIO (2020) at Welltower and investment roles at Millennium, Citadel, and Fidelity, giving him deep real estate and capital markets expertise .
Performance context: 2024 total shareholder return value was 180.71 (from a $100 base beginning 12/31/2019) vs 114.71 for the FTSE NAREIT Equity Health Care Index peer group; 2024 net income attributable to common stockholders was $951.7m and normalized FFO per diluted share was $4.32, illustrating alignment between equity-heavy pay and shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Welltower | Chief Executive Officer | Oct 2020–present | Sets long-term strategy; leads operations, investment activity, and balance sheet; talent development |
| Welltower | Vice Chair – COO & CIO | Apr 2020–Oct 2020 | Oversaw operations and investment strategy through COVID recovery |
| Welltower | Chief Investment Officer | Aug 2018–Jan 2023 | Led capital deployment and operator partnerships |
| Welltower | SVP – Investments; SVP – Finance & Investments | 2016–2018 | Built investment platform and financing capabilities |
| Millennium Management | Portfolio Manager, Real Estate Securities | Jul 2013–Dec 2015 | Public REIT investing; deep sector perspective |
| Citadel Investment Group | Senior Analyst | Apr 2012–Jun 2013 | Real estate securities research |
| Fidelity Investments | Senior Analyst | 2009–2012 | Buy-side research on real estate |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Public Storage (PSA) | Director | Current | Brings cross-REIT board perspective (self-storage), broad governance exposure |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,150,044 | 1,200,000 | 1,200,000 |
| Target Annual Cash Bonus ($) | — | — | 2,700,000 |
| Perquisites (policy highlights) | Car allowance; executive wellness reimbursements up to $15,000/yr; executive physicals (NEO program) |
Notes: CEO 2024 salary unchanged vs 2023 .
Performance Compensation
2024 Annual Incentive (paid in 2025)
| Component | Amount ($) | Notes |
|---|---|---|
| Normalized FFO per Share | 1,890,000 | Corporate metric |
| Adjusted Fixed Charge Coverage | 810,000 | Corporate metric |
| G&A Expense | 779,463 | Corporate metric |
| Sustainability Measures | 540,000 | Corporate metric |
| Individual Performance | 1,350,000 | CEO goals/achievements |
| Total Annual Incentive Earned | 5,369,463 | 199% of target |
Design changes for 2025: G&A expense removed; weighting reallocated to Normalized FFO per diluted share .
2024–2026 LTIP Design and Targets (granted Jan/Feb 2024)
| Metric | Weight of LTIP | Target Grant Value ($) | Performance Targeting and Vesting |
|---|---|---|---|
| TSR vs FTSE NAREIT Equity Health Care Index | 28% (half of TSR PSUs) | 3,720,000 | 3-year performance to 12/31/2026; target set at +100 bps vs index; threshold -6%, high +6%; required 2-year post-performance holding for earned PSUs |
| TSR vs MSCI US REIT Index | 28% (half of TSR PSUs) | 3,720,000 | Same as above |
| (Net Debt + Preferred)/Annualized Adjusted EBITDA | 14% | 1,860,000 | Emphasizes balance sheet discipline; threshold/target/high at 50%/100%/200% payouts for this component |
| Time-based RSUs | Up to 30% | 2,700,000 | Vests 25% on 1/15/2025, 2026, 2027, 2028; elected as LTIP Units; retention-focused |
Note: In 2025, the time-based 30% was eliminated; 100% of LTI is performance-based for NEOs, preserving the +100 bps TSR hurdle vs REIT indices .
Realized/LTIP Outcomes and Vesting
- 2022–2024 LTIP payouts (approved 2/12/2025): Mitra earned 208,020 shares/units with payout value $31,369,416 and DER cash $1,547,669; vested immediately on 2/18/2025 .
- 2024 stock vested: 197,685 shares; value realized on vesting $14,130,087 .
- 2021 performance options and 2024 special option unit schedules (for reference): 2021 performance option units vest 50% on 2/1/2025, 25% on 12/13/2025, 25% on 12/13/2026; time-based options vest per earlier LTIPs; Mitra elected 100% RSUs vs NQSOs in 2024 .
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 28, 2025)
| Item | Amount |
|---|---|
| Shares held of record | 77,658 |
| Total LTIP Units/Shares Beneficially Owned | 699,487 (includes vested OP Units and options) |
| Ownership as % of shares outstanding | ≈0.11% (699,487 / 644,803,223) |
| Components disclosed | Includes 454,490 vested OP Units convertible into 141,661 net OP Units; 25,616 shares acquirable via vested options; 62 shares owned by children |
| Pledging/Hedging | Company reports no pledged shares for directors/executives; hedging/short sales and margin purchases prohibited |
Outstanding Equity Awards (12/31/2024)
| Award/Grant | Unvested/Unearned Units (#) | Market/Payout Value ($) | Key Terms |
|---|---|---|---|
| Time-based RSUs (1/24/2024) | 30,195 | 3,805,476 | Vests 25% each Jan 15, 2025–2028 |
| Time-based RSUs (2/23/2023) | 26,589 | 3,351,012 | Vests 1/3 each Jan 15, 2025–2027 |
| 2024–2026 PSUs (max basis) | 259,894 | 32,754,441 | Three-year period to 12/31/2026; first year at “high” |
| 2023–2025 PSUs (max basis) | 231,624 | 29,191,573 | Second year at “high” |
| 2022–2025 OPP PSUs (max basis) | 276,735 | 34,876,912 | Likelihood deemed probable in 2024; 4-year program |
| 2021 Performance Option Units | 246,184 | 10,937,955 | 50% vested 2/1/2025; 25% on 12/13/2025; 25% on 12/13/2026 |
| Vested Stock Options (time-based, 2021 LTIP) | 25,616 | — ($67.17 ex. price; exp 2/16/2031) | Exercisable |
Ownership guidelines: CEO required to hold ≥6x base salary; company notes McQueen satisfies guidelines and other NEOs are on track (status by individual, incl. CEO, not separately disclosed) .
Employment Terms
- Employment agreement dated May 19, 2021 (CEO only). Without cause / good reason: severance = 2x (base + target bonus) paid over 24 months; pro rata annual bonus; COBRA at employee-rate; full vesting of time-based awards; options remain exercisable ≥18 months; performance awards per award terms .
- Change-in-control termination (double trigger and certain pre/post-CIC cases): lump sum present value of 3x (base + average last 3 years’ bonuses); performance awards vest based on actual performance immediately prior to CIC; additional vesting protections apply under the plan .
- Restrictive covenants: release required; confidentiality, non-compete, non-solicit, non-disparagement; non-compete applies during severance payment/benefit period .
Quantified as of 12/31/2024:
| Scenario | Cash Severance ($) | Benefits ($) | Accelerated Vesting ($) | Total ($) |
|---|---|---|---|---|
| Death or Disability | 5,369,463 | — | 84,009,205 | 89,378,668 |
| Involuntary Termination w/o Cause or Good Reason Resignation | 13,169,463 | 42,587 | 84,009,205 | 97,221,255 |
| Involuntary Termination w/o Cause or Good Reason Following a Change in Corporate Control | 17,609,028 | 42,587 | 114,785,484 | 132,437,099 |
Board Governance
- Board service: Director since 2020; serves on Executive Committee; not independent by virtue of CEO role. Board leadership separated with an independent Chair (Kenneth J. Bacon), mitigating CEO-Chair dual-role concerns .
- Board/committee meeting attendance averaged 97% in 2024; regular executive sessions of independent directors held .
- Board and committees (Audit, Compensation, Investment, Nominating/Governance) comprised solely of independent directors except the CEO; committee chairs and membership disclosed; Executive Committee had 0 meetings in 2024 .
- Employee directors (incl. CEO) receive no additional pay for board service .
Director Compensation (for context; CEO is not paid as a director)
- Non-employee director program (2024): $100k cash retainer; chair and committee fees as disclosed; ~$200k annual equity as deferred stock units or LTIP Units; stock ownership guideline = 5x annual cash retainer; hedging and short sales prohibited .
- Say-on-Pay: 2024 approval ~94%; shareholder engagement with ~80% of outstanding common stock; informed 2025 plan changes (100% performance-based LTI; AIP metric change) .
Compensation Peer Group
| Peer | Industry | Market Capitalization ($B) |
|---|---|---|
| Prologis (PLD) | Industrial | 100.4 |
| Equinix (EQIX) | Data Center | 91.7 |
| American Tower (AMT) | Specialty | 85.7 |
| Welltower (WELL) | Healthcare | 80.3 |
| Simon Property Group (SPG) | Regional Mall | 64.9 |
| Digital Realty (DLR) | Data Center | 60.8 |
| Public Storage (PSA) | Self-Storage | 52.7 |
| Realty Income (O) | Other Retail | 47.8 |
| AvalonBay (AVB) | Multifamily | 31.3 |
| Equity Residential (EQR) | Multifamily | 28.1 |
| Ventas (VTR) | Healthcare | 25.9 |
| Healthpeak (DOC) | Healthcare | 14.5 |
| BXP (BXP) | Office | 13.1 |
| Host Hotels (HST) | Hotel | 12.4 |
Risk Indicators & Red Flags
- Hedging/short sales and margin purchases prohibited; robust clawback policies compliant with NYSE Rule 303A.14 and additional misconduct-based recoupment; no excise tax gross-ups; option repricing without shareholder approval prohibited .
- No shares pledged by directors/executives; Section 16(a) filings timely in 2024 except one administrative Form 4 for a director (not the CEO) .
- Pay-versus-performance disclosure shows CEO “compensation actually paid” varies materially with stock price (106.6m in 2024 vs 40.8m in 2023), reflecting equity mark-to-market; reinforces TSR alignment but also optics sensitivity if share price reverses .
Employment & Contracts (Retention Risk)
- Only the CEO has an employment agreement; other NEOs are “at-will” (policy indicates no future employment agreements except CEO). CEO severance is 2x cash outside CIC and 3x (present value) upon qualifying CIC termination (double trigger), with full vesting treatment for time-based awards and performance awards by formula; non-compete applies during severance .
- Change-in-control definition and acceleration mechanics are detailed in the 2022 LTIP (amended and restated 2025) .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay: ~94% approval; 2025 changes: 100% PSU LTI; AIP shifts to emphasize Normalized FFO per diluted share; ongoing investor engagement program .
Equity Vesting Overhang and Potential Selling Pressure
- Near-term vesting: 2024 time-based RSUs vest 25% annually on Jan 15, 2025–2028; 2023 time-based RSUs vest 2025–2027; 2021 performance option units vest through 2026; PSUs for 2024–2026 and 2023–2025 currently tracked at maximum as of 12/31/2024, subject to final outcomes and two-year post-performance hold for earned PSUs—these create potential future delivery events but with mandatory holding on PSUs, moderating selling pressure .
- 2024 realized vesting: 197,685 shares vested; $14.13m realized, indicating tax-withholding or potential liquidity events typical for executives but not necessarily directional selling .
Investment Implications
- Strong pay-for-performance linkage: With 92.5% of CEO target pay “at risk” in 2024 and 100% performance-based LTI from 2025, incentives align with TSR outperformance and balance sheet discipline; watch TSR vs FTSE NAREIT Health Care and MSCI US REIT spreads and leverage metric (Net Debt+Preferred/Adjusted EBITDA) for payout trajectory .
- Retention and overhang: Significant unvested PSUs and scheduled RSU vesting support retention; PSUs carry a two-year post-performance hold, reducing near-term selling pressure risk; options are a modest portion of awards vs RSUs/PSUs .
- Governance mitigants: Independent Chair, high meeting attendance, robust clawbacks, anti-hedging, no pledging, and strong say-on-pay (94%) reduce governance and compensation risk; CEO-director dual role balanced by separation of Chair/CEO .
- Change-in-control economics: Estimated $132.4m total payout under CIC termination as of 12/31/2024 (driven by equity acceleration), underscoring potential transaction costs; outside CIC, severance equals 2x cash with favorable vesting for time-based equity .
- Alignment via ownership: Approx. 0.11% beneficial ownership and no pledging support alignment; ownership guidelines require 6x salary for CEO; individual compliance not disclosed but NEO cohort largely on track .