8-KLeadership Changes

WELLTOWER INC. 8-K Report, Executive Changes (Jun 22, 2017)

Filed June 22, 2017For Securities:WELL

Summary

Welltower Inc. (WELL) has filed an 8-K report detailing amendments to the employment agreements for two key executives: Scott A. Estes, Executive Vice President and Chief Financial Officer, and Mercedes T. Kerr, Executive Vice President – Business & Relationship Management. These amended agreements, effective June 16, 2017, extend their terms until January 31, 2019, and outline their base salaries and potential bonus and stock award compensation. The report also specifies severance benefits in the event of termination without cause or resignation for good reason, including enhanced provisions following a change of control, ensuring executive retention and alignment with company objectives. These updated employment contracts demonstrate Welltower's commitment to retaining its senior leadership team and provide clarity on compensation and termination benefits through early 2019. The inclusion of specific severance packages, particularly the enhanced benefits tied to a change of control, suggests a proactive approach to executive stability and may be seen as a positive signal by investors regarding the company's long-term planning and its efforts to maintain experienced management through potential transitional periods.

Key Highlights

  • 1Amended employment agreements for CFO Scott A. Estes and EVP Mercedes T. Kerr, effective June 16, 2017.
  • 2Employment terms extended through January 31, 2019 for both executives.
  • 3Scott A. Estes's annual base salary set at $510,000.
  • 4Mercedes T. Kerr's annual base salary set at $484,500.
  • 5Both executives remain eligible for annual incentive cash bonuses and long-term stock awards.
  • 6Severance provisions detailed for termination without cause or resignation for good reason, including salary continuation, bonus, and COBRA coverage.
  • 7Enhanced severance benefits, including lump-sum payments equivalent to two times annual base salary plus bonus, are applicable if termination occurs within 24 months following a change of control.

Frequently Asked Questions

This 8-K filing announces the execution of amended and restated employment agreements for two key executives, Scott A. Estes (CFO) and Mercedes T. Kerr (EVP – Business & Relationship Management), extending their terms and defining their compensation and severance packages.

Both Mr. Estes and Ms. Kerr have had their employment terms extended until January 31, 2019. Their compensation includes specified annual base salaries and eligibility for annual bonuses and long-term stock awards, with details to be determined by the Compensation Committee.

If terminated by the Company without good cause or if the executive resigns for good reason, they are entitled to a pro-rated annual bonus, semi-monthly payments equivalent to their salary for the remainder of the agreement term (minimum 12 months), and continued COBRA coverage (minimum 6 months). Additionally, vesting requirements for stock awards will be satisfied under specific conditions. Severance is contingent on the executive executing a release and complying with restrictive covenants.

In the event of termination without good cause or resignation for good reason upon or within 24 months following a change of control, the executives will receive a pro-rated target annual bonus, a lump-sum payment equal to two times their then-current annual base salary plus their applicable 'Bonus Amount', and continued COBRA coverage.