Item 5.02.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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On March 23, 2018, Ventas, Inc. (the “Company”) appointed Peter J.
Bulgarelli as President and Chief Executive Officer, Lillibridge
Healthcare Services, Inc. and Executive Vice President, Office of the
Company, effective April 9, 2018 (or such earlier date before April 9,
2018 if mutually agreed) (the “Effective Date”).
Mr. Bulgarelli will succeed Todd W. Lillibridge, the Company’s current
Executive Vice President, Medical Property Operations and President and
Chief Executive Officer, Lillibridge Healthcare Services, Inc., who, as
previously announced, entered into an Employment Transition Agreement
with the Company dated July 25, 2017 (the “Transition Agreement”). Under
the terms of the Transition Agreement, as of the Effective Date, Mr.
Lillibridge will cease to serve the Company in his current capacity but
will continue to serve the Company in a non-executive officer role as
Special Advisor to the Company's Chief Executive Officer in order to
ensure an orderly transition.
Mr. Bulgarelli, age 58, will join the Company following a successful
28-year career at Jones Lang LaSalle, Incorporated (“JLL”), a global
professional services firm specializing in real estate, most recently
leading JLL’s industry focused businesses including healthcare, life
sciences and higher education, including academic medical centers. He
currently serves as Executive Managing Director, Industries at
JLL. Prior to his current role, Mr. Bulgarelli was Executive Managing
Director, Healthcare Solutions at JLL, where he oversaw the
establishment and management of an integrated healthcare services
business, one of JLL’s fastest growing businesses.
Mr. Bulgarelli will receive an annual base salary of $450,000, subject
to annual review commencing in 2019. He will initially be eligible for
annual cash incentive compensation at 100% (threshold), 150% (target)
and 200% (maximum) of his annual base salary and long-term incentive
compensation in the form of equity at 150% (threshold), 250% (target)
and 370% (maximum) of his annual base salary. Any annual cash incentive
compensation awarded to Mr. Bulgarelli for 2018 will not be prorated and
will be earned at no less than the target level.
Mr. Bulgarelli will receive a non-prorated long-term equity incentive
award covering the January 1, 2018 through December 31, 2020 performance
period on the Effective Date (the “2018 LTIA”). The 2018 LTIA will be in
the same form (60% performance-based restricted stock units and 40%
time-based restricted stock units) and subject to the same terms
(including performance goals and vesting schedules) as our other named
executive officers, except that if Mr. Bulgarelli retires from the
Company after reaching age 65 and completing 5 years of service with the
Company, his (i) time-based restricted stock units will receive an
additional year of vesting and (ii) performance-based restricted stock
units will vest on a prorated basis, if and to the extent the
performance goals have been met as of the date of such retirement.
The Company and Mr. Bulgarelli have entered into an Employee Protection
and Noncompetition Agreement that subjects Mr. Bulgarelli to
noncompetition, nonsolicitation and noninterference restrictions for a
period of one year, as well as certain confidentiality and
nondisparagement restrictions, upon termination of Mr. Bulgarelli’s
employment for any reason. The Employee Protection and Noncompetition
Agreement also provides for severance if Mr. Bulgarelli’s employment is
terminated by the Company without cause or by him for good reason, equal
to (i) his annual base salary plus target annual cash incentive and
continuation of benefits for one year (or a benefit stipend) or (ii) if
such termination occurs within one year following a change in control,
two and one-half times the sum of his annual base salary plus target
annual cash incentive, as well as continuation of benefits for two years
(or a benefit stipend).
Mr. Bulgarelli does not have any family relationship with any director
or executive officer, or any person nominated to be a director or
executive officer of the Company, and Mr. Bulgarelli has no interest in
any transaction requiring disclosure under Item 404(a) of Regulation S-K.
A copy of the press release issued by the Company on March 26, 2018
announcing the appointment of Mr. Bulgarelli as President and Chief
Executive Officer, Lillibridge Healthcare Services, Inc. and Executive
Vice President, Office of the Company is filed herewith as Exhibit 99.1
and also incorporated in this Item 5.02 by reference.