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Executive Compensation
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awards under the 2017-2019 program (determined on the grant date) (assuming that the highest level of performance is achieved) are $14,500,000 for Mr. DeRosa, $450,000 for Mr. Mitra,
$337,500 for Mr. McQueen, $450,000 for Mr. Goodey and $2,662,500 for Ms. Kerr.
For the 2018-2020 program, the values for the
performance-based awards are based upon the probable outcome of the performance conditions as of the grant date for the awards, which were $6,150,000 for Mr. DeRosa, $1,125,000 for Mr. Mitra, $450,000 for Mr. McQueen, $1,293,750 for
Mr. Goodey and $1,331,250 for Ms. Kerr. The maximum value of the performance-based awards under the 2018-2020 program (determined on the grant date) (assuming that the highest level of performance is achieved) are $11,683,130 for
Mr. DeRosa, $1,985,589 for Mr. Mitra, $742,202 for Mr. McQueen, $2,133,479 for Mr. Goodey and $2,195,325 for Ms. Kerr. The values of the time-based awards are based upon the share prices on the respective dates of grant and
are $2,050,007 for Mr. DeRosa, $401,405 for Mr. Mitra, $150,007 for Mr. McQueen, $431,264 for Mr. Goodey and $443,787 for Ms. Kerr.
For the 2019-2021 program, the values for the performance-based awards are based upon the probable outcome of the performance conditions as of the grant
date for the awards, which were $6,525,000 for Mr. DeRosa, $2,250,000 for Mr. Mitra, $1,500,000 for Mr. McHugh, $600,000 for Mr. McQueen, $1,293,750 for Mr. Goodey and $1,331,250 for Ms. Kerr. The maximum value of the
performance-based awards under the 2019-2021 program (determined on the grant date) (assuming that the highest level of performance is achieved) are $11,851,515 for Mr. DeRosa, $4,086,697 for Mr. Mitra, $3,133,342 for Mr. McHugh,
1,090,003 for Mr. McQueen, $2,350,130 for Mr. Goodey and $2,418,304 for Ms. Kerr. The values of the time-based awards are based upon the share prices on the respective dates of grant and are $2,175,048 for Mr. DeRosa, $750,065
for Mr. Mitra, $500,069 for Mr. McHugh, $200,028 for Mr. McQueen, $431,275 for Mr. Goodey and $443,826 for Ms. Kerr.
For
grants of restricted stock units to the Named Executive Officers, the values are based on the share prices on the respective dates of grant (or, if the date of grant was not a trading day, the last trading day prior to the date of grant).
(5)
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All Other Compensation includes the following:
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Name
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Welltower
Contribution to
401(k) Plan
($)
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Severance/
Retirement
Payments
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Relocation
Expenses
($)
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Travel
Expenses
($)(f)
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Automobile
Allowance
($)(g)
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Medical
Insurance
Premiums
($)(g)
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Total
($)
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Thomas J. DeRosa
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14,000
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-
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19,920
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(b)
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-
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12,283
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25,206
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71,409
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Shankh Mitra
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14,000
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-
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194,806
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(c)
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3,476
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-
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13,004
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225,286
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Timothy G. McHugh
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14,000
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-
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55,103
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(d)
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-
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-
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11,618
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80,721
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Matthew G. McQueen
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14,000
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-
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-
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-
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-
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12,038
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26,038
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John A. Goodey
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14,000
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5,004
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(a)
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87,849
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(e)
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-
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-
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8,669
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115,522
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Mercedes T. Kerr
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14,000
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-
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-
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5,738
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19,738
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(a)
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Represents legal expenses associated with Mr. Goodeys severance in the amount of $3,675 and an
associated tax gross up of $1,429.
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(b)
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Represents relocation expenses for Mr. DeRosa in the amount of $9,319 and an associated tax gross up of
$10,601.
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(c)
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Represents relocation expenses for Mr. Mitra in the amount of $101,271 and an associated tax gross up of
$93,535.
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(d)
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Represents relocation expenses for Mr. McHugh in the amount of $34,042 and an associated tax gross up of
$21,061.
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(e)
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Represents relocation expenses for Mr. Goodey in the amount of $44,829 and an associated tax gross up of
$43,020.
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(f)
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This amount represents the aggregate incremental cost to Welltower for Mr. Mitras personal use of the corporate
aircraft.
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(g)
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See Compensation Discussion and Analysis Benefits and Perquisites for additional information regarding
(i) the automobile allowance paid by Welltower on behalf of Mr. DeRosa; and (ii) the medical insurance premiums paid by Welltower on behalf of Mr. DeRosa, Mr. Mitra, Mr. McHugh, Mr. McQueen, Mr. Goodey and Ms. Kerr.
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40 |
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Notice of Annual Meeting of Shareholders and 2020 Proxy Statement
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