8-KLeadership ChangesRegulation FDExhibits & Filings

WELLTOWER INC. 8-K Report, Executive Changes (Oct 3, 2017)

Filed October 3, 2017For Securities:WELL

Summary

Welltower Inc. (WELL) filed an 8-K on October 3, 2017, to announce significant changes in its executive leadership. The report details the resignation of Scott A. Estes as Executive Vice President – Chief Financial Officer. While the specifics of his departure benefits are tied to previously filed documents, the agreement includes standard provisions like a release of claims and restrictive covenants. In conjunction with Mr. Estes's resignation, the company has appointed John Goodey as the new Executive Vice President – Chief Financial Officer. Mr. Goodey brings extensive experience from senior roles in international operations and investment banking, particularly within the healthcare sector. His compensation package has been adjusted to reflect his new role, including a substantial increase in base salary and bonus potential, along with a significant equity award.

Key Highlights

  • 1Resignation of Scott A. Estes from his role as Executive Vice President – Chief Financial Officer, effective October 3, 2017.
  • 2Appointment of John Goodey as the new Executive Vice President – Chief Financial Officer, effective October 3, 2017.
  • 3John Goodey has a strong background in healthcare investment banking and international operations within Welltower.
  • 4Mr. Goodey's base salary has been increased to $600,000.
  • 5Mr. Goodey's annual cash bonus opportunity has been significantly enhanced.
  • 6A one-time grant of $1,000,000 in restricted stock units was awarded to Mr. Goodey, vesting over four years.

Frequently Asked Questions

The 8-K filing does not specify the reasons for Mr. Estes's departure beyond stating that he entered into a Resignation Agreement. The details of his departure benefits are consistent with his previously filed employment agreement and a prior 8-K filing from June 22, 2017.

John Goodey has significant relevant experience, having served as Welltower's Senior Vice President – International since June 2014. Prior to that, he held senior investment banking roles at Deutsche Bank and Barclays, focusing on M&A and healthcare, and has experience in finance and accounting from GlaxoWellcome.

Mr. Goodey's annual base salary increased from $398,828 to $600,000. His annual cash bonus opportunity has also been significantly increased, with target bonuses rising from 50% to 150% of base salary and maximum bonuses from 75% to 275%. Additionally, he received a one-time grant of $1,000,000 in restricted stock units.

Mr. Estes's Resignation Agreement entitles him to benefits outlined in his employment agreement, includes a customary release of claims against the company, and imposes restrictive covenants such as non-compete and non-solicitation obligations. Disputes are subject to binding arbitration.