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DEF 14A 1 d49250ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

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LOGO

welltower PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF SHAREHOLDERS 2021

LOGO

April 16, 2021

DEAR SHAREHOLDERS:

You are cordially invited to attend Welltower’s Annual Meeting of Shareholders, which will be held at 1:30 p.m. Eastern Time on May 26, 2021 in a virtual format, at www.virtualshareholdermeeting.com/WELL2021. Details regarding access to the meeting and the business to be conducted are more fully described in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement.

Due to the COVID-19 pandemic, the Annual Meeting will be held in a virtual format only to provide a safe experience for our shareholders, directors and employees. This format will also provide a consistent experience for all shareholders regardless of location and reduce the environmental impact of our meeting. There will be no in-person meeting for you to attend.

It is my distinct pleasure to serve as Chairman of the global leader in health care infrastructure. In the face of a most trying year for our country and for Welltower, I could not be prouder of the resilience and steady leadership demonstrated by our most capable team. We continue to distinguish ourselves by aligning with best-in-class operators, developers and health systems, who all contribute to our dynamic and industry-wide respected portfolio of premier assets. The rapid and agile response to bolster our balance sheet by raising liquidity and our outpouring of support to our valued operators, who have been on the frontline of fighting this once-in-a-century pandemic, has served to “steady the ship” as best as possible in these unforeseeably challenging times. While the future of the pandemic remains uncertain, the ability of this outstanding management team to survive, thrive and drive future growth is not.

Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. Information about voting methods is set forth in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement. We continue to focus on saving costs and protecting the environment by using the “Notice and Access” method of delivery. Instead of receiving paper copies of our proxy materials in the mail, many shareholders will receive a Notice Regarding the Availability of Proxy Materials, which provides an Internet website address where shareholders can access electronic copies of the proxy materials and vote. This website also has instructions for voting by phone and for requesting paper copies of the proxy materials and proxy card.

On behalf of everyone at Welltower, I thank you for your ongoing interest and investment in Welltower Inc.

Sincerely,

LOGO

Kenneth J. Bacon

Chairman

LOGO

NOTICE OF VIRTUAL ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF WELLTOWER INC.:

The Annual Meeting of Shareholders of Welltower Inc. (the “Annual Meeting”) will be held on May 26, 2021 at 1:30 p.m. Eastern Time in a virtual format, at www.virtualshareholdermeeting.com/WELL2021, for the purpose of considering and acting upon each item described below and will transact such other business that properly comes before the meeting:

The election of eleven director nominees named in the Proxy Statement accompanying this notice to hold office until the next Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified;

The ratification of the appointment of Ernst & Young LLP (“EY”) as independent registered public accounting firm for the year ending December 31, 2021; and

The approval, on an advisory basis, of the compensation of our named executive officers.

The Board of Directors of Welltower Inc. unanimously recommends that you vote: (1) “FOR” each of the nominees for election to the Board (Proposal 1); (2) “FOR” the ratification of the appointment of EY as independent registered public accounting firm for the year ending December 31, 2021 (Proposal 2); and (3) “FOR” the approval, on an advisory basis, of the compensation of our named executive officers (Proposal 3). Shareholders of record at the close of business on March 30, 2021 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof. Information relating to the matters to be considered and voted on at the Annual Meeting is set forth in the Proxy Statement accompanying this notice.

HOW TO VOTE IN ADVANCE OF THE VIRTUAL ANNUAL MEETING

BY ORDER OF THE BOARD OF DIRECTORS

LOGO

MATTHEW G. MCQUEEN

Executive Senior Vice President - General Counsel & Corporate Secretary

Toledo, Ohio

April 16, 2021

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD

ON MAY 26, 2021:

The Notice of Internet Availability of Proxy Materials, the Notice of Annual Meeting

of Shareholders and Proxy Statement and Welltower’s Annual Report on

Form 10-K for the year ended December 31, 2020 are available on

the Internet free of charge at www.welltower.com/proxy.

BUSINESS HIGHLIGHTS

2020 Performance

Welltower Inc. (the “Company” or “Welltower”) faced numerous headwinds in 2020 resulting from the impact of the COVID-19 pandemic on our business. Despite the unprecedented conditions posed by the COVID-19 pandemic, the Company took critical steps to support its operators and strengthen its balance sheet, while also improving the quality of its portfolio.

Welltower significantly enhanced its liquidity profile during 2020, ending the year with over $5.0 billion of total liquidity following the efficient execution of capital markets transactions and investment activity. While near-term challenges posed by the COVID-19 pandemic may persist, the post-pandemic backdrop remains favorable for the Company as our high-quality portfolio of assets will benefit from strong secular trends, which include a rapidly aging population, increased focus on social determinants of health, and the continued shift to value-based health care.

COVID-19 Response

• Leveraged our health care relationships to procure and distribute 1.7 million units of PPE and over 400,000 COVID-19 tests were conducted in Welltower communities.

• Hosted weekly sessions for our operators to hear experts provide best practice guidance on topics including testing, inter-facility transfers, use of PPE, therapeutics, and updates on the vaccine pipeline.

• Engaged in active dialogue with CVS/Omnicare, Walgreens, and the NIH’s Warp Speed team on testing, vaccine distribution, and therapeutics.

• Facilitated vaccine distribution to residents and staff during the week of December 7, 2020.

LOGO

TOTAL SHAREHOLDER RETURN

Corporate and Diversity

• Finished the year with $128 million of general and administrative expenses, representing approximately 0.31% of Welltower’s enterprise value (second lowest ratio among our healthcare REIT peers).

• Paid cash dividends of $2.70 per share with the dividend paid in February 2021 representing Welltower’s 199^{th consecutive dividend.}

• Appointed Shankh Mitra and Kenneth J. Bacon both racially/ethnically diverse, as Chief Executive Officer & Chief Investment Officer, and Chairman and Independent Director, respectively.

• Appointed two women and two racially/ethnically diverse directors to leadership positions of four Board committees.

• Appointed Diana W. Reid and Philip L. Hawkins, both respected leaders within the financial services and real estate sectors, to the Board of Directors.

• In March 2021, nominated Dennis G. Lopez and Ade J. Patton both racially/ethnically diverse, to stand for election to the Board of Directors.

Balance Sheet

• On December 31, 2020, we had $2.0 billion of cash and cash equivalents, inclusive of $424 million of IRC section 1031 deposits, and $3.0 billion of available borrowing capacity under our unsecured revolving credit facility.

• Maintained a favorable leverage position, reporting Net Debt to Adjusted EBITDA of 6.28x* as of December 31, 2020.

• In June 2020, issued $600 million of unsecured debt at 2.75%, marking the lowest coupon on 10-year debt in Welltower’s history.

• Maintained credit ratings of Baa1, BBB+, and BBB+ from Moody’s, S&P, and Fitch, respectively.

LOGO

Average Annual Return Since Inception 13.76% DIVIDEND YIELD 3.8% AS OF 12/31/2020

Portfolio

• Collected 98% of rent due in 2020 in our Triple-net portfolio.

• Collected 99% of rent due in 2020 in our Outpatient Medical portfolio and achieved above historical average tenant retention of 88%.

• Completed approximately $1.6 billion in prorata gross investments during the year, including $910 million in acquisitions and $728 million in development funding and loan advances.

• Completed prorata property dispositions of $3.7 billion, demonstrating strong demand and liquidity for our high-quality assets through the COVID-19 pandemic.

• Announced joint venture partnerships with three preeminent global investment management firms, Invesco Real Estate, Kayne Anderson Real Estate and Wafra Inc.

• Announced the launch of welltowerLIVING^™, a wellness focused housing concept for residents ages 55 and over.

*Represents a non-GAAP financial measure. See Appendix A for definitions and reconciliations of non-GAAP financial measures.

Environmental, Social and Governance Leadership Recognition

•

Named by S&P Global in collaboration with RobecoSAM in the 2020 edition of The Sustainability Yearbook.

•

Named to top 20% of Newsweek’s America’s Most Responsible Companies list for the second consecutive year.

•

Named to Corporate Responsibility Magazine’s 21^st annual 100 Best Corporate Citizens list for the second consecutive year.

•

Named to 2020 Dow Jones Sustainability World Index for the third consecutive year and the North American Index for the fifth consecutive year.

•

Recognized on Management band level with a “B” score by CDP for taking coordinated action on climate issues.

•

Recognized as Energy Star Partner of the Year for the second time.

•

Listed on the FTSE4Good Index since 2012.

•

Achieved Gold Level 2020 Green Lease Leader status by the Institute for Market Transformation and the U.S. Department of Energy’s Better Buildings Alliance.

•

Named to the Bloomberg Gender-Equality Index for the second consecutive year.

•

Named to the Workplace Health Achievement Index by the American Heart Association for the third consecutive year.

•

Named as one of the top five sustainable REITs in Barron’s list of America’s Most Sustainable Companies.

•

Maintained Prime status under the ISS-ESG Corporate Rating for the second year in a row.

•

Rated as “most improved” and a “Trendsetter” on the CPA-Zicklin Index of Corporate Political Disclosure and Accountability.

Human Capital

Throughout 2020, we continued our commitment to the success of our employees by maintaining numerous programs designed to attract, develop and retain future leaders, including competitive compensation programs and benefits (including maternity, caregiver and wellness leave (to name only some of our many benefits)), technology to facilitate keeping our employees engaged while working remotely (and staying in touch through social Zoom events), and safety protocols and procedures for essential employees who continued to work while in the office. We are committed to fostering a diverse and inclusive environment that gives every employee the opportunity to develop and advance. We believe this starts at the top, and we have made a number of changes to the Board and the Leadership Team (as described in this Proxy Statement) that reflect this committment.

Shareholder Engagement

Welltower regularly engages in outreach efforts with its shareholders relating to its business, executive compensation program, diversity and inclusion, and environmental, social and governance issues. This outreach program is conducted by a cross-functional team, including members of our Capital Markets, Finance and Legal teams and the Board. We share the feedback we receive from our shareholders with all members of the Board of Directors, which gives the Board of Directors valuable insight into shareholders’ views about Welltower and informs its decisions.

Welltower engages with its shareholders year-round. The below graphic illustrates key elements of this engagement.

SUMMER

FALL

WINTER

SPRING

• Review vote results from our most recent annual meeting of shareholders, including the results of the say-on-pay vote, and engage with investors about these results

• Evaluate proxy season trends, corporate governance best practices, regulatory developments and our current practices

• Share investor feedback with the Board

• Engage with investors to understand executive compensation and environmental, social and governance priorities

• Share investor feedback with the Board

• Review and approve proxy materials

• Engage with investors to discuss items to be considered at the annual meeting of shareholders

• Hold the annual meeting of shareholders

• Share investor feedback with the Board

For more information about our 2020 shareholder outreach program, see “Executive Compensation-Executive Summary-Shareholder Outreach Initiatives” later in this Proxy Statement.

Environmental, Social and Governance (ESG) Leadership

Welltower is committed to leadership in our industry and strives to rank among the top S&P 500 companies in sustainability and ESG practices. Our commitment to helping people live well and age well is carried through by our emphasis on sustainability, a core focus on diversity and equality, and good corporate governance. We see our industry-leading progress towards furthering ESG in our organization as not only the right thing to do, but as driving long-term operational efficiency and shareholder value. Some highlights of Welltower’s notable ESG efforts in 2020 are summarized below:

LOGO

For additional information regarding Welltower's sustainability program, please visit Welltower's website at www.welltower.com/responsibility/.

COVID-19 Leadership Efforts

At the beginning of 2020, the world was upended as COVID-19 spread and impacted the health and well-being of individuals on a global scale. Welltower responded accordingly, prioritizing the health and safety of our staff, our residents across our communities and our tenants in our buildings. We drew on our experience with infection and flu control as a critical part of the senior living operating model. Since 2018, we have worked with the University of California, San Francisco Health System to advise our operating partners on the most current evidence-based patient and caregiver flu protocols. We pivoted these efforts to have them focus on a COVID-19 response and we continue to support our operators to identify local, regional and national testing solutions to complement relationships made with their local health systems and health department testing resources. In 2020 over 400,000 COVID-19 tests were conducted in Welltower communities. Welltower has also distributed approximately 1.7 million units of PPE to over 25 seniors housing and post-acute operators and three health systems, and has hosted sessions for our operations to hear experts provide best practice guidance on topics including testing, inter-facility transfers, use of PPE, therapeutics and the vaccine pipeline. We remain steadfast in our commitment to protect the health of all those with whom we work and serve.


						Table of Contents


Table of Contents


				Page

		CORPORATE GOVERNANCE		1
		Snapshot of Board & Governance Information		1
		Board Leadership Structure		2
		Independence and Meetings		2
		Audit Committee		4
		Compensation Committee		4
		Executive Committee		4
		Investment Committee		5
		Nominating/Corporate Governance Committee		5
		Nomination Process for Board Election		6
		Leadership Team		7
		Risk Management		7
		Succession Planning		8
		Compensation Committee Interlocks and Insider Participation		9
		Communications with the Board		9

		PROPOSAL 1-ELECTION OF DIRECTORS		10

		DIRECTOR COMPENSATION		15
		2020 Director Compensation Table		15
		Director Stock Ownership Guidelines		16

		PROPOSAL 2-RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		17
		Audit Fees		17
		Pre-Approval Policies and Procedures		19
		Audit Committee Report		19

		PROPOSAL 3-APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		20

		EXECUTIVE COMPENSATION		21
		Compensation Discussion and Analysis		21
		Executive Officers		22
		Executive Summary		23
		Compensation Committee Report		41
		Summary Compensation Table		42
		2020 Grants of Plan-Based Awards Table		44
		2020 Outstanding Equity Awards at Fiscal Year-End Table		45
		2020 Option Exercises and Stock Vested Table		46
		2020 Nonqualified Deferred Compensation Table		46
		Potential Payments Upon Termination or Change in Corporate Control		47
		Employment Agreements		47
		Quantification of Benefits		50
		Risk Management and Compensation		52

		SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT AND CERTAIN BENEFICIAL OWNERS		53
		Beneficial Ownership of More Than 5%		53
		Beneficial Ownership of Directors, Director Nominees and Executive Officers		54
		Review, Approval or Ratification of Transactions with Related Persons		54

		GENERAL INFORMATION		56

		PAY RATIO		60

		EQUITY COMPENSATION PLAN INFORMATION		61

		OTHER MATTERS		62

		APPENDIX A-NON-GAAP FINANCIAL MEASURES		63


Corporate Governance

Corporate Governance

The Board of Directors of Welltower (the “Board”) has made these materials available to you on the Internet or has delivered printed copies to you by mail in connection with the solicitation of proxies on its behalf to be used in voting at the Annual Meeting. The approximate date on which these materials will be first made available or sent to shareholders is April 16, 2021.



SNAPSHOT OF BOARD & GOVERNANCE INFORMATION

Number of Independent Director Nominees Standing for Election		10

Total Number of Director Nominees		11

Average Age of Director Nominees Standing for Election		59.5

Average Tenure of Director Nominees Standing for Election (years)		4.3

Percentage of Women and Racially/Ethnically Diverse Director Nominees Standing for Election		82%

Racially/Ethnically Diverse CEO		Yes

Racially/Ethnically Diverse Chairman		Yes

Separation of Chairman and CEO Roles		Yes

Women and Racially/Ethnically Diverse Leadership of Board and Committees		83%

Annual Election of All Directors		Yes

Majority Voting for Directors		Yes

Proactively Adopted Proxy Access		Yes

Regular Executive Sessions of Independent Directors		Yes

New Director Orientation		Yes

Annual Board and Committee Self-Evaluations		Yes

Annual Review of Management Succession Plans		Yes

Code of Business Conduct and Ethics		Yes

Published Political Contribution Policy		Yes

Overwhelming Shareholder Approval of Say-on-Pay over Last Five Years	³	93%

Policies and Practices to Align Executive Compensation with Long-Term Shareholder Interests		Yes

Stock Ownership Requirements for Executives		Yes

Stock Ownership Requirements for Directors		Yes

Anti-Hedging and Anti-Pledging Policies		Yes

Clawback Policy		Yes

LOGO

Notice of Annual Meeting of Shareholders and 2021 Proxy Statement |


						Corporate Governance

LOGO

The charts above reflect the total number of the director nominees that are standing for election in 2021.

In 2018, Welltower amended its By-Laws to proactively adopt proxy access, which permits a shareholder, or a group of up to 20 shareholders, owning at least 3% of Welltower’s outstanding shares of capital stock for at least three continuous years to nominate and include in Welltower’s proxy materials director nominees comprising up to the greater of two individuals or 20% of the Board, provided that the shareholder(s) and the nominee(s) satisfy the procedural and eligibility requirements specified in the By-Laws.

Board Leadership Structure

The Board is responsible for selecting the appropriate Board leadership structure. To do so, the Board periodically reviews its leadership structure to determine whether it continues to best serve Welltower and its shareholders.

In connection with our recent Chief Executive Officer (“CEO”) transition, the Board determined that it was appropriate to separate the roles of the Chairman and the CEO. The Board is currently led by an independent Chairman, Mr. Bacon, who is the Company’s first racially/ethnically diverse Chairman. The Board believes the current leadership structure, which separates the Chairman and CEO roles, is appropriate at this time. This structure allows the CEO to focus his time and energy on operating and managing Welltower and facilitates the Board’s independent oversight of management and Welltower’s overall corporate governance.

Independence and Meetings

The Board has adopted Corporate Governance Guidelines that meet the listing standards adopted by the NYSE and a Code of Business Conduct and Ethics that meets the NYSE’s listing standards and complies with the rules of the SEC. The Corporate Governance Guidelines and Code of Business Conduct and Ethics are available on Welltower’s website at www.welltower.com/investors/governance.



2 \|		Notice of Annual Meeting of Shareholders and 2021 Proxy Statement


Corporate Governance

Pursuant to the Corporate Governance Guidelines, the Board undertook a review of director and director nominee independence in April 2021. During this review, the Board considered transactions and relationships between each director and director nominee, or any member of his or her immediate family, and Welltower and its subsidiaries and affiliates. The purpose of this review was to determine whether any relationships or transactions were inconsistent with a determination that a director or director nominee is independent.

The Board determined that, other than Mr. Mitra, all of the directors and director nominees are independent under applicable rules of the NYSE. The Board also determined that, other than Mr. Mitra, all of the directors and director nominees have no material relationship with Welltower (either directly or as a partner, shareholder or officer of an organization that has a relationship with Welltower) and are therefore independent under applicable rules of the NYSE and the independence standards in the Corporate Governance Guidelines. Mr. Mitra is not independent because he is the CEO of Welltower. R. Scott Trumbull, who served as director until April 30, 2020, was determined to be independent under applicable rules of the NYSE and independence standards in the Corporate Governance Guidelines during the time he served on the Board.

The Board has standing Audit, Compensation, Executive, Investment and Nominating/Corporate Governance Committees. Other than the Compensation Committee, each of these committees is chaired by either a woman or a racially/ethnically diverse director.

The Board determined that:


• All of the members of the Audit Committee are independent under the applicable rules of the NYSE and the independence standards in the Corporate Governance Guidelines and under the separate independence standards for audit committee members under Rule 10A-3 of the Securities Exchange Act of 1934, as amended;
• All of the members of the Compensation Committee are independent, non-employee and outside directors, as the case may be, under the applicable rules of the NYSE, SEC and Internal Revenue Service; and
• All of the members of the Nominating/Corporate Governance Committee are independent under the applicable rules of the NYSE.
Welltower’s policy is to schedule a meeting of the Board on the date of the annual meeting of shareholders and all of the directors are encouraged to attend that meeting. All then-serving directors attended last year’s annual meeting of shareholders.
The Chairman presides at all meetings of the shareholders and of the Board.
The Board met 14 times during the year ended December 31, 2020. Executive sessions of independent directors are held after regularly scheduled meetings of the Board. The Chairman of the Board chairs the executive sessions.
In 2020, all incumbent directors attended at least 75% of the aggregate of the meetings of the Board and the committees on which they served.

Notice of Annual Meeting of Shareholders and 2021 Proxy Statement |


						Corporate Governance

LOGO

Audit Committee

The Audit Committee assists the Board in monitoring Welltower’s financial statements; the independent auditor, including its qualifications and independence; the performance of Welltower’s internal auditor and internal audit function; Welltower’s compliance with legal and regulatory requirements; the effectiveness of Welltower’s internal controls over financial reporting and disclosure controls and procedures; Welltower’s major financial risk exposures, risk assessment, and risk management policies; and Welltower’s information technology systems and information security matters. The Audit Committee met four times during the year ended December 31, 2020. The members of the Audit Committee are Mr. Hawkins, Ms. Reid, Mr. Rivera and Ms. Sullivan, with Ms. Sullivan serving as Chair.

The Audit Committee is comprised of directors who the Board has determined have the requisite financial literacy under the rules of the NYSE to serve on the Audit Committee. Additionally, the Board determined that no member of the Audit Committee has any material relationship with Welltower that might interfere with the exercise of the member’s independent judgment.

The Board, after reviewing all of the relevant facts and circumstances, determined that Mr. Hawkins, Ms. Reid, Mr. Rivera, and Ms. Sullivan are “audit committee financial experts” as defined under applicable SEC rules.

The Audit Committee is governed by a written charter approved by the Board. The charter is available on Welltower’s website at www.welltower.com/auditcharter.

Compensation Committee

The Compensation Committee reviews and approves the compensation arrangements for Welltower’s executive officers; reviews and administers Welltower’s stock compensation plans and programs; and reviews and recommends to the Board changes in the Board’s compensation. The Compensation Committee also oversees Welltower’s strategies and policies related to human capital management, including with respect to matters such as diversity and inclusion, workplace environment and culture, and talent development and retention.

The Compensation Committee met six times during the year ended December 31, 2020. The members of the Compensation Committee are Dr. DeSalvo, Mr. Donahue, Ms. Oster, Mr. Rivera and Ms. Spisso, with Mr. Donahue serving as Chair. The Compensation Committee is governed by a written charter approved by the Board. The charter is available on Welltower’s website at

www.welltower.com/investors/governance. See “Compensation Discussion and Analysis” for additional information regarding the Compensation Committee.

Executive Committee

The function of the Executive Committee is to exercise all of the powers of the Board (except any powers specifically reserved to the Board) between meetings of the Board. The Executive Committee is also responsible for reviewing and approving Welltower’s



4 \|		Notice of Annual Meeting of Shareholders and 2021 Proxy Statement


Corporate Governance

investments between meetings of the Board. The Executive Committee did not meet in 2020. The members of the Executive Committee are Mr. Bacon, Mr. Donahue, Mr. Mitra, Ms. Oster, Mr. Rivera, and Ms. Sullivan, with Mr. Bacon serving as Chair.

The Executive Committee is governed by a written charter approved by the Board. The charter is available on Welltower’s website at www.welltower.com/executivecharter.

Investment Committee

The Investment Committee reviews Welltower’s investment guidelines and policies; reviews and approves certain developments, investments, and dispositions; reviews senior management’s development, investment and disposition plans; makes recommendations to the Board regarding investments requiring Board’s approval; reviews and periodically evaluates the performance of Welltower’s investments; and reviews and makes recommendations to the Board regarding appropriate approval levels of authority granted to the Investment Committee and to senior management. The Investment Committee did not meet during the year ended December 31, 2020. The entire Board served as the Investment Committee in 2020. Currently, the members of the Investment Committee are Mr. Bacon, Mr. Donahue, Mr. Hawkins and Mr. Rivera, with Mr. Rivera serving as Chair.

Nominating/Corporate Governance Committee

Responsibilities and Members. The Nominating/Corporate Governance Committee engages in succession planning for the Board and key leadership roles on the Board and its committees; identifies potential candidates to fill Board positions; makes recommendations to the Board concerning the size and composition of the Board and its committees; oversees and makes recommendations regarding corporate governance matters, including an annual review of Welltower’s Corporate Governance Guidelines; oversees the annual evaluation of the performance of the Board and its committees; reviews environmental sustainability issues and Welltower’s environmental sustainability practices; and oversees Welltower’s political contributions and policies and practices regarding political contributions. The Nominating/Corporate Governance Committee met seven times during the year ended December 31, 2020. The members of the Nominating/Corporate Governance Committee are Dr. DeSalvo, Ms. Oster, Ms. Reid, and Ms. Spisso, with Ms. Oster serving as Chair.

The Board has determined that no member of the Nominating/Corporate Governance Committee has any material relationship with Welltower that might interfere with the member’s exercise of his or her independent judgment.

The Nominating/Corporate Governance Committee is governed by a written charter approved by the Board. The charter is available on Welltower’s website at www.welltower.com/investors/governance.

Consideration of Director Nominees. The Board generally looks for individuals who have displayed high ethical standards, integrity and sound business judgment. The Board also believes that a nominee for director should be or have been a senior manager, chief operating officer, chief financial officer, chief executive officer or other leader of a complex organization such as a corporation (including a principal business unit or division of a corporation), university, foundation or governmental entity or unit or, if in a professional capacity, be accustomed to dealing with complex problems, or otherwise have obtained and excelled in a position of leadership. In addition, directors and nominees for director should have the education, experience, intelligence, independence, fairness, reasoning ability, practical wisdom and vision to exercise sound business judgment and should have high personal and professional ethics, strength of character, integrity and values. Also, directors and nominees for director should be available and willing to attend regularly scheduled meetings of the Board and its committees and otherwise able to contribute a reasonable amount of time to Welltower’s affairs, with participation on other boards of directors encouraged to provide breadth of experience to the Board. However, directors may not serve on the boards of more than three other public companies. Directors who are chief executive officers of public companies may not serve on the boards of more than one other public company, in addition to Welltower’s Board.

While the Board has not established term limits, unless otherwise determined by the Board, no person may be nominated for election as a director after his or her 75^th birthday. The Board nominated Mr. Donahue for election to the Board for an additional year prior to his 75^th birthday. Mr. Donahue will not be eligible for election in 2022.

Under the By-Laws, in order to serve as a director, an individual must beneficially own at least 100 shares of Welltower’s common stock, unless the Board determines otherwise by resolution.

In identifying and evaluating nominees for director, the Nominating/Corporate Governance Committee first looks at the overall size and structure of the Board and the experience, skills, diversity and other qualities represented on the Board. Second, taking into consideration the characteristics mentioned above, the Nominating/Corporate Governance Committee determines if there are any

Notice of Annual Meeting of Shareholders and 2021 Proxy Statement |


						Corporate Governance

specific qualities or skills that would complement the existing strengths of the Board. The Nominating/Corporate Governance Committee takes diversity into account in identifying and evaluating nominees for director. The Nominating/Corporate Governance Committee considers diversity in terms of (1) professional experience, including experience in Welltower’s primary business segments and in areas of possible future expansion, (2) educational background and (3) age, race, gender and national origin.

The Nominating/Corporate Governance Committee uses multiple sources for identifying and evaluating nominees for director, including referrals from current directors and management, and may seek input from third party executive search firms retained at Welltower’s expense. If the Nominating/Corporate Governance Committee retains one or more search firms, such firms may be asked to identify possible nominees, interview and screen such nominees and act as a liaison between the Nominating/Corporate Governance Committee and each nominee during the screening and evaluation process.

The Nominating/Corporate Governance Committee will review the résumé and qualifications of each candidate based on the criteria described above and determine whether the candidate would add value to the Board. With respect to candidates that are determined by the Nominating/Corporate Governance Committee to be potential nominees, the Nominating/Corporate Governance Committee will obtain such background and reference checks as it deems necessary, and the Chair of the Nominating/Corporate Governance Committee and the Chairman of the Board will interview qualified candidates. Once it is determined that a candidate is a good prospect, the candidate will be invited to meet the other members of the Nominating/Corporate Governance Committee. If the candidate is approved by the Nominating/Corporate Governance Committee, the candidate will have an opportunity to meet with the remaining directors and management. At the end of this process, if the Nominating/Corporate Governance Committee determines that the candidate will be able to add value to the Board and the candidate expresses his or her interest in serving on the Board, the Nominating/Corporate Governance Committee will then recommend to the Board that the candidate stand for election by the shareholders or fill a vacancy or newly created position on the Board. Each year, the Board and the Nominating/Corporate Governance Committee evaluate the size, composition and diversity of the Board as part of the Board and Committee self-evaluation process. These self-evaluations help the Nominating/Corporate Governance Committee assess the effectiveness of the foregoing procedures for identifying and evaluating nominees for director.

Nomination Process for Board Election

The Board continually considers potential candidates in anticipation of retirements, resignations or the need for additional capabilities. The graphic below describes the ongoing process to identify highly qualified candidates for Board service.

LOGO

The Nominating/Corporate Governance Committee will consider qualified nominees recommended by shareholders who may submit recommendations to the Nominating/Corporate Governance Committee in care of the Executive Vice President - General Counsel & Corporate Secretary, Welltower Inc., 4500 Dorr Street, Toledo, Ohio 43615. The Nominating/Corporate Governance Committee requires that shareholder recommendations for director nominees be submitted by December 17, 2021 and be accompanied by (1) the name,



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Corporate Governance

age, business address and, if known, residence address of the nominee, (2) the principal occupation or employment of the nominee for at least the last five years and a description of the qualifications of the nominee, (3) the class or series and number of shares of Welltower’s stock that are owned beneficially or of record by the nominee and (4) any other information relating to the nominee that is required to be disclosed in solicitations for proxies for election of directors under Regulation 14A of the U.S. Securities Exchange Act of 1934, as amended, together with a written statement from the nominee that he or she consents to serve, if elected, and includes certain representations, and any questionnaires required to be completed by Welltower directors.

Also, the shareholder making the recommendation should include (1) his or her name and record address, together with the name and address of any other shareholder known to be supporting the nominee and (2) the class or series and number of shares of Welltower’s stock that are owned beneficially or of record by the shareholder making the recommendation and by any other supporting shareholders. Nominees for director who are recommended by shareholders will be evaluated in the same manner as any other nominee for director.

In addition to the right of shareholders to recommend director nominees to the Nominating/Corporate Governance Committee, the By-Laws permit eligible shareholders to make nominations at a meeting of shareholders of persons for election to the Board and to have their director nominees included in Welltower’s proxy materials if the shareholder or shareholders has complied with specified prior notice requirements.

The By-Laws require that any such notice relating to a director nominee, whether provided in accordance with the advance notice or the proxy access provisions of the By-Laws, include, in addition to certain other requirements set forth in the By-Laws, all of the information specified in the paragraph above for shareholder recommendations to the Nominating/Corporate Governance Committee for director nominees.

Welltower may require that the proposed nominee furnish other information as Welltower may reasonably request to assist in determining the eligibility of the proposed nominee to serve as a director. At any meeting of shareholders, the Chairman of the Board may disregard the purported nomination of any person not made in compliance with these procedures. For additional information regarding the deadlines under the advance notice and proxy access provisions of the By-Laws for our 2022 Annual Meeting of Shareholders, see pages 58-59.

Leadership Team

The Leadership Team is responsible for developing and executing Welltower’s strategic plan and establishing and achieving the goals and objectives with respect to such plan. The Leadership Team is comprised of the Named Executive Officers and Senior Vice Presidents, a total of seventeen members of Welltower’s management. Of the seventeen members, seven are women and/or racially/ethnically diverse.

To view the biographies of the Welltower Leadership Team, please visit https://welltower.com/about-us/leadership-team/.

Risk Management

The Board and Leadership Team play a vital role in overseeing the management of Welltower’s risks. The Board regularly reviews Welltower’s significant risk exposure, including operational, strategic, financial, legal, environmental sustainability and regulatory risks. The Board and the Audit Committee review the management of financial risk and Welltower’s policies regarding risk assessment and risk management. The Audit Committee reviews and discusses with management the strategies, processes and controls pertaining to the management of Welltower’s information technology operations, including cyber risks and information security. Annually, the Audit Committee receives a cybersecurity update from management, including the status of projects to strengthen Welltower’s security systems and improve cyber readiness as well as on existing and emerging threat landscapes. The Audit Committee also oversees Welltower’s compliance program with respect to legal and regulatory requirements, including, Welltower’s Code of Business Conduct and Ethics and its policies and procedures for monitoring compliance.

The Board and the Compensation Committee review the management of risks relating to Welltower’s compensation plans and arrangements. The Board and the Nominating/Corporate Governance Committee review the management of risks relating to environmental sustainability and Welltower’s corporate governance policies. The Leadership Team is responsible for the identification, assessment and management of risks, and has established an Enterprise Risk Management Committee to assure that appropriate risk identification and mitigation procedures are incorporated into the daily activities and decision-making of Welltower. This Committee is led by the Executive Vice President - General Counsel & Corporate Secretary and includes four additional members of the Leadership Team. Additionally, periodic risk reviews are performed with business unit leaders to review the likelihood of adverse effects, the potential impact of those risks, risk tolerances and mitigating measures.

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						Corporate Governance

The Board meets at regular intervals with the Leadership Team and key members of management who are primarily responsible for risk management to review Welltower’s significant risk exposures. A report detailing risks identified and the results of mitigation efforts is provided to the Board on a regular basis, including results of risk mitigation testing performed by Internal Audit. Welltower provides annual cybersecurity training for all employees with network access. Welltower also maintains a security risk insurance policy.

LOGO

Succession Planning

The Board and the Nominating/Corporate Governance Committee are actively engaged in succession planning. The Compensation Committee conducts an annual review of the CEO’s performance and oversees the performance evaluations of the Named Executive Officers. Annually, the Board discusses succession plans for the CEO and other members of senior management. Succession planning addresses both succession in the ordinary course of business and contingency planning in case of unexpected events. Each of the CEO’s direct reports meets quarterly with the CEO to discuss development plans and opportunities. The Board also consults with the CEO regarding future candidates for senior leadership positions, succession timing for those positions, and development plans for the



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Corporate Governance

candidates with the greatest potential. This process facilitates a meaningful discussion regarding all senior leadership positions, ensures continuity of leadership over the long term and forms the basis on which Welltower makes ongoing leadership assignments.

Compensation Committee Interlocks and Insider Participation

Mr. Bacon, Dr. DeSalvo, Mr. Donahue, Ms. Oster, Mr. Rivera and Ms. Spisso were members of the Compensation Committee during 2020. None of the members of the Compensation Committee is or has been an executive officer or employee of Welltower, nor did any of them have any relationships requiring disclosure by Welltower under Item 404 of SEC Regulation S-K. None of Welltower’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, an executive officer of which served as a director of Welltower or member of the Compensation Committee during 2020.

Communications with the Board

Shareholders and other parties interested in communicating with the Board or any specific directors, including the Chairman or the independent directors as a group, may do so by writing to: The Board of Directors, Welltower Inc., 4500 Dorr Street, Toledo, Ohio 43615.

The Nominating/Corporate Governance Committee has approved a process for handling letters received by Welltower and addressed to members of the Board. Under that process, the Executive Vice President - General Counsel & Corporate Secretary reviews all such correspondence and regularly forwards to the Board a summary of the correspondence (with copies of the correspondence attached) that, in the opinion of the Executive Vice President - General Counsel & Corporate Secretary, relates to the functions of the Board or committees thereof or that he otherwise determines requires their attention (for example, if the communication received relates to questions, concerns or complaints regarding accounting, internal control over financial reporting and auditing matters, it will be summarized and forwarded to the Chair of the Audit Committee for review). Directors may at any time review a log of all correspondence received by Welltower that is addressed to members of the Board and request copies of such correspondence.

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						Proposal 1—Election of Directors

Proposal 1 – Election of Directors

Welltower’s By-Laws provide that the Board shall have between three and fifteen members, with the exact number to be fixed by the Board from time to time. The Board has fixed the number of directors at ten. There are eleven Board nominees recommended for election at the Annual Meeting. The number of directors will automatically be increased from ten to eleven if the eleven Board nominees are elected at the Annual Meeting.

The shares represented by the proxies will be voted “for” the election of each of the nominees named below, unless you indicate in the proxy that your vote should be cast “against” any or all of them or that you “abstain.” Each nominee elected as a director will continue in office until the next Annual Meeting of Shareholders and until his or her successor has been duly elected and qualified, or until the earliest of his or her resignation, removal or death. If any nominee declines or is unable to accept such nomination to serve as a director, events which the Board does not now expect, the proxies reserve the right to substitute another person as a Board nominee, or to reduce the number of Board nominees, as they shall deem advisable. The proxy solicited hereby will not be voted to elect more than eleven directors.

Except in a contested election, each Board nominee will be elected only if the number of votes cast “for” the nominee’s election exceeds the number of votes cast “against” such nominee’s election. In a contested election (where a determination is made that the number of director nominees is expected to exceed the number of directors to be elected at a meeting), the vote standard will be a plurality of the votes cast with respect to such director nominee.

Under Welltower’s By-Laws, any incumbent director nominee who receives a greater number of votes “against” his or her election than votes “for” such election will tender his or her resignation for consideration by the Nominating/Corporate Governance Committee. The Nominating/Corporate Governance Committee will recommend to the Board the action to be taken with respect to such offer of resignation. The Board will then act on the Nominating/Corporate Governance Committee’s recommendation within 90 days from the date of the certification of election results and publicly disclose its decision and the rationale behind it.

THE BOARD OF DIRECTORS OF WELLTOWER UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE FOLLOWING NOMINEES. Each nominee receiving more votes “for” his or her election than votes “against” his or her election will be elected.



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Proposal 1—Election of Directors

Director Nominees

LOGO

SHANKH MITRA

Age: 40

Director Since: 2020

Chief Executive Officer &
Chief Investment Officer

Welltower Committees

• Executive

Shankh Mitra has been Welltower’s Chief Executive Officer and member of the Board of Directors since October 2020 and Chief Investment Officer since August 2018. He served as Welltower’s Vice Chair – Chief Operating Officer and Chief Investment Officer from April 2020 to October 2020. From January 2018 to August 2018, he served as Senior Vice President – Investments. From January 2016 to January 2018, Mr. Mitra served as Welltower’s Senior Vice President – Finance & Investments. Prior to joining Welltower, Mr. Mitra served as Portfolio Manager, Real Estate Securities at Millennium Management from July 2013 to October 2015. He served as a Senior Analyst at Citadel Investment Group from April 2012 to June 2013 and Fidelity Investments from June 2009 to 2012.

Among other qualifications, Mr. Mitra has extensive knowledge of and experience in the real estate industry and capital markets. His day-to-day leadership as the Chief Executive Officer and Chief Investment Officer provides him with intimate knowledge of Welltower’s business and operations.

Other Current Public Company Directorships

• Public Storage

Education

• BA – Engineering from Jadavpur University

• MBA – Columbia Business School

LOGO

KENNETH J. BACON

Age: 66

Director Since: 2016

Chairman & Independent Director

Welltower Committees

• Executive (Chair)

• Investment

Mr. Bacon has been Welltower’s Chairman of the Board since October 2020. Mr. Bacon is a co-founder of RailField Realty Partners (a financial advisory and asset management firm) and has served as RailField’s managing partner since his retirement from the Federal National Mortgage Association (“Fannie Mae”) in March 2012. Prior to forming RailField, Mr. Bacon spent 19 years at Fannie Mae, most recently serving as the Executive Vice President of the multifamily mortgage business from July 2005 to March 2012.

Mr. Bacon’s extensive experience in the financial services industry, real estate investment, government affairs and the housing industry make him a valuable asset to the Board.

Other Current Public Company Directorships

• Ally Financial Inc. (Risk Committee Chair)

• Arbor Realty Trust

• Comcast Corporation (Governance and Directors Nominating Committee Chair)

Former Public Company Directorships Within the Last Five Years

• Forest City Realty Trust, Inc.

Education

• BA – Anthropology, Stanford University

• MSc – International Relations, London School of Economics

• MBA – Finance & Strategy, Harvard Business School

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						Proposal 1—Election of Directors

LOGO

JEFFREY H. DONAHUE

Age: 75⁽¹⁾

Director Since: 1997

Independent Director

Welltower Committees

• Compensation (Chair)

• Executive

• Investment

Mr. Donahue has served as a member of Welltower’s Board since 1997 in various capacities. He served as Welltower’s independent Lead Director from May 2019 to October 2020 and Chairman of the Board from April 2014 to May 2019. Mr. Donahue previously served as the President and Chief Executive Officer of Enterprise Community Investment, Inc. (a provider of affordable housing) from 2003 to 2009 and served as the Executive Vice President and Chief Financial Officer of The Rouse Company (a real estate development and operations company) from 1998 to 2002.

Mr. Donahue has extensive knowledge of the real estate industry from his experience as President and Chief Executive Officer of Enterprise Community Investment, Inc. and as Executive Vice President and Chief Financial Officer of The Rouse Company.

Other Current Public Company Directorships

• Xenia Hotels & Resorts, Inc. (Lead Director)

Former Directorships Within the Last Five Years

• NewTower Trust Company

• National Development, Inc.

Education

• BA – International Economics, Cornell University

• MBA – Finance, Wharton School of the University of Pennsylvania

LOGO

KAREN B. DESALVO

Age: 55

Director Since: 2018

Independent Director

Welltower Committees

• Compensation

• Nominating/Corporate Governance

Dr. DeSalvo is a physician executive who has been the Chief Health Officer of Google Health since December 2019. She is an adjunct professor of medicine at the University of Texas at Austin Dell Medical School and a member of the National Academy of Medicine Council. From 2014 to 2017, she served as Acting Assistant Secretary for Health at the U.S. Department of Health and Human Services and as National Coordinator for Health Information Technology. From 2011 to 2014, she served as the Health Commissioner for the City of New Orleans. Prior to that she was Vice Dean at the Tulane University School of Medicine and ran their community health programs.

Dr. DeSalvo’s experience in medical and public health leadership, health care technology, health care delivery and health care innovation make her an important addition to the Board.

Education

• BA – Biology and Political Science, Suffolk University

• MD – Tulane University School of Medicine

• MPH – Tulane University School of Public Health

• MSc – Harvard T.H. Chan School of Public Health

LOGO

PHILIP L. HAWKINS

Age: 65

Director Since: 2020

Independent Director

Welltower Committees

• Audit

• Investment

Philip L. Hawkins has been the Executive Chairman of Link Logistics Real Estate (Blackstone’s U.S. logistics real estate portfolio company) since January 2020 and a member of the Board of Trustees of Corporate Office Properties Trust (a real estate investment trust that invests in office buildings) since 2014. He served as a member of the Board of Directors of Prologis, Inc. from August 2018 to January 2020. From October 2006 to August 2018, he served as Chief Executive Officer, President and a member of the Board of Directors of DCT Industrial Trust Inc. (an industrial REIT that owned, acquired, operated and developed logistics related properties) until it merged into Prologis. From 2002 to 2006, Mr. Hawkins was President and Chief Operating Officer and a member of the Board of Directors of CarrAmerica Realty Corporation. Also, at CarrAmerica, he served as Chief Operating Officer from 1998 to 2002 and Managing Director of Asset Management from 1996 to 1998. From 1982 to 1996, Mr. Hawkins held a series of senior executive positions in real estate investment, development, leasing and management with LaSalle Partners, Ltd. and served on LaSalle’s Board of Directors.

Mr. Hawkins’ extensive experience in real estate investment, development and operations in both public and private markets make him an important addition to the Board.

Other Current Public Company Directorships:

• Corporate Office Properties Trust (Investment Committee Chair)

Former Public Company Directorships Within the Last Five Years:

• Prologis, Inc.

• DCT Industrial Trust Inc.

Education

• BA – Hamilton College

• MBA – University of Chicago

(1)	Mr. Donahue was nominated for election before his 75^th birthday and is therefore eligible for election in 2021. He will not be eligible for election in 2022.



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Proposal 1—Election of Directors

LOGO

DENNIS G. LOPEZ

Age: 66

Independent Director Nominee

Dennis G. Lopez has been the Chief Executive Officer of QuadReal Property Group Ltd. (a global real estate investment, operating and development company) since June 2017. He was the Chief Investment Officer of AXA Real Estate Investment Managers (a global real estate investment manager) from 2009 to 2017 and the Chief Executive Officer of SUN Real Estate Group (a private equity firm with real estate activities in India and Russia) from 2007 to 2009. Mr. Lopez has had a career of over 30 years in investment banking and real estate investment management, including serving as Global Head of Real Estate at Cambridge Place Investment Management (a London-based hedge fund) from 2005 to 2007 and a Managing Director/Head of European Real Estate at JP Morgan in London from 1998 to 2005. Mr. Lopez served as a director of American Campus Communities, Inc. (a real estate investment trust that owns, manages and develops high quality student housing properties) from 2014 to 2017 and Desarrolladora Homex, S.A. de C.V. (a Mexican-based home builder) from 2010 to 2013.

Mr. Lopez’s extensive experience in financial investment and services, real estate investment, and international business and investment make him a valuable asset to the Board.

Welltower Commitees

• The Board will determine Committee membership upon election.

Former Public Company Directorships Within the Last Five Years:

• American Campus Communities, Inc.

Education

• B.A. – California State University, Long Beach, California

• M.B.A. – Finance and Accounting, University of California, Los Angeles, California

LOGO

ADE J. PATTON

Age: 42

Independent Director Nominee

Ade J. Patton has been Executive Vice President and Chief Financial Officer of HBO/HBO Max/Global DTC at WarnerMedia, LLC (a media and entertainment company) since August 2020 and was previously the Chief Financial Officer of Turner Sports and Head of Planning and Development WM News & Sports from April 2019 to August 2020. Prior to that role, Ade served as Senior Vice President – Corporate Finance, M&A and GTO of Turner Broadcasting System, Inc. (a media and entertainment company) from February 2017 to April 2019, Senior Portfolio Manager at Millennium Management LLC (an investment management firm) from January 2015 to February 2017, Senior Research Analyst at Citadel LLC (a multinational hedge fund and financial services company) from June 2009 to March 2014, and Research Analyst at Magnetar Capital LLC (a hedge fund) from June 2007 to June 2009.

Mr. Patton’s extensive experience in financial and investment management and operations make him a valuable asset to the Board.

Welltower Committes

• The Board will determine Committee membership upon election.

Education

• B.A. – Government, University of Virginia

• M.B.A. – Harvard Business School

• J.D. – Harvard Law School

LOGO

DIANA W. REID

Age: 65

Director Since: 2020

Independent Director

Welltower Committees

• Audit

• Nominating/Corporate Governance

Diana W. Reid served as Executive Vice President of The PNC Financial Services Group, Inc. (a bank holding company) and an executive of its commercial real estate business from 2007 to 2019. Ms. Reid was Founding Partner of Beekman Advisors from 2003 to 2007, providing owners of privately-held real estate finance companies with strategic advice and sell-side representation. She held various roles in bond trading, capital markets, and financial institutions advisory from 1983 to 2002 at the global investment bank now known as Credit Suisse.

Ms. Reid’s extensive experience in real estate banking and capital markets make her an important addition to the Board.

Education

• BS – California State University, Chico

• MBA – University of Virginia Darden School of Business

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						Proposal 1—Election of Directors

LOGO

SERGIO D. RIVERA

Age: 58

Director Since: 2014

Independent Director

Welltower Committees

• Audit

• Compensation

• Executive

• Investment (Chair)

Mr. Rivera served as the Chief Executive Officer of SeaWorld Entertainment, Inc. (a leading theme park and entertainment company) from November 2019 to April 2020. He served as the President of the Ocean Reef Club (a leading private residential club) from February 2019 to May 2019. Mr. Rivera also served as the Chief Executive Officer and President of the Vacation Ownership segment of ILG, Inc. (hospitality and leisure services company) from 2016 to September 2018. He is the former President of The Americas for Starwood Hotels & Resorts Worldwide, Inc. (a hotel and leisure company), a position he held from 2012 to 2016, and Chief Executive Officer and President of Starwood Vacation Ownership, Inc., formerly a wholly-owned subsidiary of Starwood Hotels & Resorts Worldwide, Inc., a position he held from 2007 to 2016. Since 1998, Mr. Rivera served in a variety of capacities with Starwood Hotels & Resorts Worldwide, Inc.

Mr. Rivera’s extensive experience in real estate development and investment strategy, corporate finance and accounting, and operating matters relevant to management of complex global businesses with one of the leading hotel and leisure companies in the world provides valuable insight to the Board.

Former Public Company Directorships Within the Last Five Years

• ILG, Inc.

Education

• BA – Finance and International Business, Florida International University

• MBA – Florida International University

LOGO

JOHNESE M. SPISSO

Age: 60

Director Since: 2018

Independent Director

Welltower Committees

• Compensation

• Nominating/Corporate Governance

Ms. Spisso has been the President of UCLA Health (an academic medical center), Chief Executive Officer of UCLA Hospital System and Associate Vice Chancellor of UCLA Health Sciences since 2016. Before assuming her positions at UCLA, she worked for 22 years at the University of Washington School of Medicine and served as Chief Health System Officer and Vice President, Medical Affairs of the University of Washington School of Medicine from 2007 to 2016.

Ms. Spisso brings to the Board over 30 years of experience in large academic health system management and has demonstrated tremendous strategic and operational leadership during that time.

Selected Directorships

• Douglas Emmett, Inc.

Education

• BS – Health Science, Chapman College

• MPA – University of San Francisco

LOGO

KATHRYN M. SULLIVAN

Age: 65

Director Since: 2019

Independent Director

Welltower Committees

• Audit (Chair)

• Executive

Ms. Sullivan served as the Chief Executive Officer of UnitedHealthcare Employer and Individual, Local Markets (a diversified health care company), which is an operating division of UnitedHealth Group, from March 2015 to 2018. From 2008 to 2015, she served as the Chief Executive Officer of UnitedHealthcare, Central Region.

Ms. Sullivan’s experience in the health care industry, especially with respect to health plan payors, is extremely valuable to the Board.

Other Current Public Company Directorships

• Hanger, Inc.

Education

• BA – Accounting, University of Louisiana at Monroe

• MBA – Louisiana State University

Sharon M. Oster, age 72. Ms. Oster has served as a director of Welltower since 1994 and is a member of the Board’s Compensation and Executive Committees and Chair of the Nominating/Corporate Governance Committee. Ms. Oster is not standing for election at the Annual Meeting. At such time, she will no longer be a member of the Board or any of its committees. Ms. Oster’s decision not to stand for election is not the result of any disagreement with Welltower on any matter related to Welltower’s operations, policies, or practices.



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Director Compensation

Director Compensation

The table below summarizes the compensation paid in 2020 to Welltower’s non-employee directors.

2020 Director Compensation Table



Name	Fees Earned or Paid in Cash ($)			Stock Awards⁽¹⁰⁾ ($)		Total ($)

Kenneth J. Bacon		192,631	⁽²⁾		160,026		352,657

Karen B. DeSalvo		114,000	⁽³⁾		160,026		274,026

Jeffrey H. Donahue		187,832	⁽⁴⁾		160,026		347,858

Philip L. Hawkins		22,201			37,277		59,478	⁽¹¹⁾

Sharon M. Oster		137,500	⁽⁵⁾		160,026		297,526

Diana W. Reid		46,321	⁽⁶⁾		71,002		117,323	⁽¹²⁾

Sergio D. Rivera		141,712	⁽⁷⁾		160,026		301,738

Johnese M. Spisso		113,500	⁽⁸⁾		160,026		273,526

Kathryn M. Sullivan		115,122	⁽⁹⁾		160,026		275,148

R. Scott Trumbull⁽¹⁾		31,580			160,026		191,606

(1)	Mr. Trumbull retired from the Board on April 30, 2020.

(2)

Includes $59,783 additional fee for serving as Chairman of the Board beginning October 2020, $16,848 additional fee for serving as Chair of the Compensation Committee from January 2020 to November 2020 and $7,500 additional fee for serving on the Executive Committee. Also includes $13,500 for attending more than four Board meetings.

(3)	Includes $15,000 for attending more than four Board meetings, $1,000 for attending more than four Compensation Committee meetings and $3,000 for attending more than four Nominating/Corporate Governance Committee meetings.

(4)

Includes $63,179 additional fee for serving as Independent Lead Director from January 2020 to October 2020, $3,152 additional fee for serving as Chair of the Compensation Committee beginning in November 2020 and $7,500 additional fee for serving on the Executive Committee. Also, includes $15,000 for attending more than four Board meetings and $2,000 for attending more than four Compensation Committee meetings.

(5)

Includes $15,000 additional fee for serving as Chair of the Nominating/Corporate Governance Committee and $7,500 additional fee for serving on the Executive Committee. Also includes $15,000 for attending more than four Board meetings, $2,000 for attending more than four Compensation Committee meetings and $3,000 for attending more than four Nominating/Corporate Governance Committee meetings.

(6)	Includes $4,500 for attending more than four Board meetings.

(7)

Includes $21,060 additional fee for serving as Chair of the Audit Committee from January 2020 to November 2020, $3,152 additional fee for serving as Chair of the Investment Committee beginning in November 2020 and $7,500 additional fee for serving on the Executive Committee. Also includes $15,000 for attending more than four Board meetings.

(8)	Includes $13,500 for attending more than four Board meetings, $2,000 for attending more than four Compensation Committee meetings and $3,000 for attending more than four Nominating/Corporate Governance Committee meetings.

(9)	Includes $3,940 additional fee for serving as Chair of the Audit Committee beginning in November 2020 and $1,182 additional fee for serving on the Executive Committee. Also includes $15,000 for attending more than four Board meetings.

(10)

Amounts set forth in this column represent the grant date fair value calculated in accordance with FASB ASC Topic 718 for deferred stock units granted to the non-employee directors in 2020 and are based on the closing price of $84.67 for grants on February 6, 2020, the date of grants for all listed directors other than Mr. Hawkins and Ms. Reid, and on the closing price of $56.31 for grants on October 9, 2020, the date of grant for Mr. Hawkins’ prorated award, and on the closing price of $51.94 for grants on July 23, 2020, the date of grant for Ms. Reid’s prorated award. As of December 31, 2020, (a) each non-employee director (other than Mr. Hawkins, Ms. Reid and Mr. Trumbull) held an aggregate of 1,890 deferred stock units that had not yet been converted into shares of common stock, (b) Mr. Hawkins held an aggregate of 662 deferred stock units that had not yet been converted into shares of common stock, (c) Ms. Reid held an aggregate of 1,367 deferred stock units that had not yet been converted into shares of common stock, and (d) Mr. Trumbull held no deferred stock units that had not yet been converted into shares of common stock.

(11)	Mr. Hawkins was appointed to the Board on October 7, 2020 and he received a prorata portion of his compensation in 2020 based on the time he served as a director.

(12)	Ms. Reid was appointed to the Board on July 23, 2020 and she received a prorata portion of her compensation in 2020 based on the time she served as a director.

The form and amount of non-employee director compensation is determined by the Board upon the recommendation of the Compensation Committee. Generally, the Board’s policy is to pay its non-employee directors appropriate and competitive compensation so as to ensure Welltower’s ability to attract and retain highly-qualified directors in a manner consistent with recognized corporate

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						Director Compensation

governance best practices. Directors who are also employees do not receive additional compensation for their Board service. The Compensation Committee generally reviews non-employee director compensation on a semi-annual basis, most recently in February 2021, with its independent compensation consultant, which advises the Compensation Committee on the design and amount of compensation for non-employee directors. Any changes to the non-employee director compensation program are then recommended to the full Board for approval. No changes were recommended to the Board.

The compensation program for non-employee directors for the 2020 calendar year, which compensation program was unchanged from the 2019 program (except for an increase in the fee paid to the Chairman), consisted of:

Cash Compensation

•

$95,000 annual cash retainer

•

Additional Chairman of the Board fee of $250,000 per year

•

Additional Committee Chair fees of $25,000 per year for the Chair of the Audit Committee, $20,000 per year for the Chair of the Compensation Committee, $20,000 per year for the Chair of the Investment Committee and $15,000 per year for the Chair of the Nominating/Corporate Governance Committee

•

Additional Executive Committee fee of $7,500 per year for each non-employee member of such committee

•

If the Board holds more than four meetings in a year, each director will receive $1,500 for each meeting attended in excess of four meetings

•

If any of the Audit, Compensation, Investment, Executive or Nominating/Corporate Governance Committees holds more than four meetings in a year, each member will receive $1,000 for each meeting attended in excess of four meetings

Equity Compensation

In 2020, the non-employee directors each received grants of deferred stock units with a value of approximately $160,000 pursuant to the 2016 Long-Term Incentive Plan (or prorated awards for directors who served only a portion of the year). Generally subject to continued service, the deferred stock units granted in 2020 will be converted into shares of common stock on the first anniversary of the date of grant. Recipients of the deferred stock units also received dividend equivalent rights entitling them to cash payment from Welltower in an amount equal to any dividends paid on Welltower’s common stock as and when such amounts are paid.

DIRECTOR STOCK OWNERSHIP GUIDELINES

Each non-employee director is required, within five years of joining the Board, to own shares of Welltower common stock with a fair market value of at least five times the annual cash retainer. Shares owned directly and indirectly, restricted shares and deferred stock units count towards these ownership requirements.

Ownership Guidelines for non-employee Directors and Named Executive Officers. The current stock ownership guidelines for the Chief Executive Office, the non-employee Directors and the Named Executive Officers are as follows:



Multiple of base salary	Multiple of annual cash retainer	Multiple of base salary
Chief Executive Officer	Non-Employee Directors	All Other Named Executive Officers



16 \|		Notice of Annual Meeting of Shareholders and 2021 Proxy Statement


Proposal 2—Ratification of the Appointment of the Independent Registered Public Accounting Firm

Proposal 2 – Ratification of the Appointment of the Independent Registered Public Accounting Firm

Audit Fees

The Audit Committee is directly responsible for the appointment, retention, compensation, evaluation and oversight of Welltower’s independent registered public accounting firm. The Audit Committee considers whether the independent registered public accounting firm is best positioned and qualified to provide the most effective and efficient service, based on factors such as the independent registered public accounting firm’s familiarity with Welltower’s business, personnel, culture, accounting systems or risk profile; the appropriateness of fees charged; and whether provision of the service by the independent registered public accounting firm would enhance Welltower’s ability to manage or control risk or improve audit quality. The Audit Committee obtains and reviews a report from the independent registered public accounting firm at least annually regarding: (a) the independent registered public accounting firm’s internal quality-control procedures; (b) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the independent registered public accounting firm, and any steps taken to deal with any such issues; and (c) all relationships between the independent registered public accounting firm and Welltower (in order to assess the independent registered public accounting firm’s independence). The Audit Committee evaluates the qualifications, performance and independence of the independent registered public accounting firm, including considering whether its quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining its independence, and takes into account the opinions of management and the internal auditors.

The Audit Committee has selected Ernst & Young LLP (“EY”) to serve as Welltower’s independent registered public accounting firm for the year ending December 31, 2021. EY has served as Welltower’s independent registered public accounting firm since Welltower’s inception in 1970. The Audit Committee periodically considers whether, in order to assure continuing auditor independence, it should adopt a policy requiring the regular rotation of the independent registered public accounting firm. The Audit Committee (and in particular the Chair of the Audit Committee) ensures the rotation of the lead (or coordinating) audit partner every five years as mandated by the Sarbanes-Oxley Act of 2002, as amended (“SOX”), and is directly involved in the selection of EY’s lead audit partner. Welltower’s current lead audit partner was appointed beginning with the 2018 audit. The Audit Committee and the Board believe that the continued retention of EY as Welltower’s independent registered public accounting firm is in the best interests of Welltower and its shareholders.

Although the submission of this matter for approval by shareholders is not legally required, the Board believes that such submission follows sound business practice and is in the best interests of the shareholders. If this appointment is not ratified by the holders of a majority of the shares of voting securities present in person online during the virtual Annual Meeting or by proxy at the Annual Meeting, the Audit Committee will consider the selection of another accounting firm. If such a selection were made, it may not become effective until 2022 because of the difficulty and expense of making a substitution. Representatives of the firm of EY are expected to be present at the Annual Meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Fees for professional services provided by EY in each of the last two fiscal years, in each of the following categories, are as follows:


	Year ended December 31,

	2020		2019

Audit Fees	$	3,243,720	$	3,933,514

Audit-Related Fees		232,656		197,725

Tax Fees:

Tax Compliance		2,136,229		1,015,600

Tax Planning and Tax Advice		767,221		779,769

All Other Fees		—		—

Totals	$	6,379,826	$	5,926,608

Audit fees include fees associated with the annual audit, the review of Welltower’s quarterly reports on Form 10-Q and services that generally only the independent registered public accounting firm can provide such as accounting consultations billed as audit services, comfort letters, consents and assistance with review of documents to be filed with or furnished to the SEC.

Notice of Annual Meeting of Shareholders and 2021 Proxy Statement |


						Proposal 2—Ratification of the Appointment of the Independent Registered Public Accounting Firm

Audit-related fees include fees associated with assurance and related services that are traditionally performed by an independent accountant, and include access to research databases and consultations concerning financial accounting and reporting standards not billed as audit services.

Tax fees include fees for tax compliance and tax planning and tax advice services. Tax compliance involves the preparation of original and amended tax returns, claims for refund and tax payment-planning services and assistance with tax audits and appeals. Tax planning and tax advice encompass a diverse range of services, including advice related to acquisitions, and requests for rulings or technical advice from taxing authorities.

None of the foregoing fees were paid for services, the sole business purpose of which was tax avoidance, or the tax treatment of which would not be supported by the Internal Revenue Code of 1986, as amended (the “Code”) and related regulations.

THE BOARD OF DIRECTORS OF WELLTOWER UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP. The affirmative vote of a majority of the shares present or by proxy and voting at the Annual Meeting will be required for approval of this proposal.



18 \|		Notice of Annual Meeting of Shareholders and 2021 Proxy Statement


Proposal 2—Ratification of the Appointment of the Independent Registered Public Accounting Firm

Pre-Approval Policies and Procedures

The Audit Committee has developed policies and procedures concerning its pre-approval of the performance of audit and non-audit services for Welltower by EY and is responsible for the audit fee negotiations associated with the engagement of EY. At its quarterly meetings, the Audit Committee pre-approves particular audit and non-audit services within the following categories of services that it desires the independent registered public accounting firm to undertake: audit services, audit-related services, tax compliance services, tax planning and tax advice services and other services. Prior to giving its approval, the Audit Committee reviews the written descriptions of these services provided by EY and the estimated fees for these services. All other non-audit services must be pre-approved on an individual engagement basis. If there is any question as to whether a proposed service has been pre-approved, management and the independent registered public accounting firm together must contact the Audit Committee to obtain clarification or, if necessary, pre-approval.

All of the audit services, audit-related services, tax compliance services, tax planning and tax advice services and other services provided to Welltower by EY during the year ended December 31, 2020 were pre-approved by the Audit Committee.

Where specific Audit Committee approval of non-audit services is required, the Chair of the Audit Committee may pre-approve the engagement subject to a presentation to the full Audit Committee at its next regularly scheduled meeting.

Audit Committee Report

The Audit Committee oversees Welltower’s financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. In fulfilling its oversight responsibilities this past year, the Audit Committee reviewed and discussed the audited financial statements with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. Management, the internal auditors and the independent registered public accounting firm also made presentations to the Audit Committee throughout the year on specific topics of interest, including Welltower’s (i) 2020 integrated audit plan; (ii) updates on completion of the audit plan; (iii) compliance with the internal controls required under Section 404 of SOX; (iv) critical accounting policies; (v) assessment of the impact of new accounting guidance; (vi) non-GAAP policies and procedures; (vii) disclosure committee charter; (viii) critical audit matters; and (ix) cybersecurity.

The Audit Committee reviewed with the independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of the audited financial statements with U.S. generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of Welltower’s accounting principles and such other matters as are required to be communicated to the Audit Committee under U.S. applicable standards of the Public Company Accounting Oversight Board. In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding such firm’s communications with the Audit Committee concerning independence. The Audit Committee has also discussed with the independent registered public accounting firm such firm’s independence from management and Welltower and considered the compatibility of non-audit services with such firm’s independence.

The Audit Committee discussed with Welltower’s independent registered public accounting firm the overall scope and plans for its audit. The Audit Committee met with such firm, with and without management present, to discuss the results of its examinations, its evaluations of Welltower’s internal controls, and the overall quality of Welltower’s financial reporting. The Audit Committee held four meetings during the year ended December 31, 2020.

Based on reviews and discussions referred to above, the Audit Committee recommended to the Board (and the Board has approved) that the audited financial statements be included in Welltower’s Annual Report on Form 10-K for the year ended December 31, 2020 for filing with the SEC. The Audit Committee and the Board have also recommended, subject to shareholder ratification, the selection of EY as Welltower’s independent registered public accounting firm for the year ending December 31, 2021. Mr. Hawkins, Ms. Reid, Mr. Rivera and Ms. Sullivan were each members of the Audit Committee in 2020 and participated in the reviews and discussions described above. Ms. Reid joined the Audit Commuttee in July 2021 and Mr. Hawkins joined the Audit Committee in October 2021.

Submitted by the Audit Committee

Kathryn M. Sullivan (Chair)

Philip L. Hawkins

Diana W. Reid

Sergio D. Rivera

Notice of Annual Meeting of Shareholders and 2021 Proxy Statement |


						Proposal 3—Approval, on an Advisory Basis, of the Compensation of the Named Executive Officers

Proposal 3 – Approval, on an Advisory Basis, of the Compensation of the Named Executive Officers

In accordance with the requirements of Section 14A of the U.S. Securities Exchange Act, Welltower’s shareholders have the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of the Named Executive Officers as disclosed in this Proxy Statement in accordance with the SEC’s compensation disclosure rules.

Welltower’s compensation programs are designed to link pay to performance and to reward the Named Executive Officers for the achievement of short-term and long-term strategic and operational goals and increased shareholder returns. This compensation philosophy is central to Welltower’s ability to attract, retain and motivate individuals who can achieve superior financial results. Please refer to “Executive Compensation-Executive Summary” in this Proxy Statement for an overview of the compensation of the Named Executive Officers and Welltower’s key financial and strategic achievements in 2020 that drove compensation decisions. We also encourage shareholders to read the “Executive Compensation-Compensation Discussion and Analysis” in this Proxy Statement, which describes the details of Welltower’s compensation programs and the decisions made by

SEC Form DEF 14A filed by Welltower Inc.