8-KLeadership ChangesRegulation FDExhibits & Filings

WELLTOWER INC. 8-K Report, Executive Changes (Sep 4, 2019)

Filed September 4, 2019For Securities:WELL

Summary

WELLTOWER INC. (WELL) announced a significant leadership change in its finance department via an 8-K filing on September 4, 2019. The company appointed Tim McHugh as the new Senior Vice President – Chief Financial Officer, effective September 4, 2019. Mr. McHugh, previously Senior Vice President – Corporate Finance, brings extensive experience within WELL, including capital markets, financial planning, and treasury functions, as well as prior investment experience at DWS Investments. This transition coincides with the departure of John Goodey, the former Executive Vice President – Chief Financial Officer, whose resignation was effective September 4, 2019, with his last day of employment being September 20, 2019. Mr. Goodey's departure is governed by a Resignation Agreement that outlines specific financial and equity payouts, including prorated bonuses and accelerated vesting of certain stock awards, in exchange for customary releases and restrictive covenants. The company also detailed Mr. McHugh's updated compensation package, reflecting his expanded role and responsibilities.

Key Highlights

  • 1Tim McHugh appointed as Senior Vice President – Chief Financial Officer, effective September 4, 2019.
  • 2Mr. McHugh has significant internal experience, having held roles in Corporate Finance, Capital Markets, FP&A, Portfolio Management, and Treasurer since joining in 2016.
  • 3John Goodey resigns as Executive Vice President – Chief Financial Officer, with his last day of employment September 20, 2019.
  • 4Mr. McHugh's compensation package includes an increased base salary to $600,000 (effective Jan 1, 2020), a significantly higher annual bonus target (150% of base salary), and a one-time stock award grant.
  • 5Mr. Goodey's departure includes a prorated 2019 bonus, prorated payouts of outstanding long-term incentive awards, and accelerated vesting of a restricted stock award.
  • 6The Resignation Agreement with Mr. Goodey includes standard releases, non-disparagement, non-compete, and non-solicitation clauses.
  • 7The company issued a press release on September 4, 2019, to announce Mr. McHugh's promotion, which is attached as an exhibit.

Frequently Asked Questions

Tim McHugh's promotion to CFO signifies a leadership transition within WELLTOWER's finance department. His internal experience and prior roles suggest continuity and a deep understanding of the company's financial operations and strategic direction. Investors should view this as an internal promotion, potentially leading to a smooth transition.

John Goodey's departure will result in financial payouts from the company, including a prorated bonus for 2019 and prorated long-term incentive awards. There is also accelerated vesting of a restricted stock award. These costs are outlined in his Resignation Agreement and represent a one-time expense related to his exit.

Tim McHugh's compensation package has been enhanced to reflect his new responsibilities as CFO. His base salary increases from $400,000 to $600,000 (effective January 1, 2020), his annual cash bonus target increases significantly to 150% of base salary for fiscal year 2019, and he received a one-time grant of performance stock units and restricted stock units.

Yes, John Goodey has entered into a Resignation Agreement that includes customary provisions such as a release of claims against the company, a non-disparagement covenant, and restrictive covenants including non-compete and non-solicitation obligations, as well as provisions for protecting the company's confidential information.