UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Effective December 28, 2023, Ayesha Menon, Executive Vice President, Wellness Housing and Development of Welltower Inc. (the “Company”), resigned her position as an officer of the Company. Ms. Menon will remain an employee of the Company for a transition period ending on February 29, 2024.
In connection with Ms. Menon’s resignation, the Company has entered into an agreement regarding the terms of her transition. During her transition period ending February 29, 2024, she will continue to receive her current compensation. Following the end of her employment, Ms. Menon will receive the following benefits. She will continue to receive her base salary for a period of fourteen months. Her service-based stock awards will become fully vested. She will receive a pro-rated payout of her performance-based stock awards under the 2021-2023 Long-Term Incentive Program, the 2022-2024 Long-Term Incentive Program and the 2023-2025 Long-Term Incentive Program, in each case based on performance through December 31, 2023. However, Ms. Menon’s equity awards granted in 2023 under the Company’s Outperformance Program and the special performance option granted in 2021 will be cancelled without any payment. Ms. Menon will receive a payment of $118,000 to assist her in paying for benefits (including group health care coverage and retirement benefits) following the end of her employment. Since Ms. Menon will have been employed for all of the Company’s 2023 fiscal year, she will receive an amount in lieu of her 2023 incentive cash bonus based on her performance during 2023. The agreement also includes a customary release by Ms. Menon of claims against the Company and its affiliates and a separate release of claims relating to the receipt of the additional benefits under the Company’s Long-Term Incentive Programs described above. Ms. Menon will also be obligated to comply with various restrictive covenants, including a non-compete, non-solicit, non-disparagement and protection of the Company’s confidential information.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WELLTOWER INC. | ||
| By: | /s/ MATTHEW MCQUEEN | |
| Name: | Matthew McQueen | |
| Title: | Executive Vice President - General Counsel &Corporate Secretary | |
Date: December 28, 2023