Summary
Welltower Inc. (WELL) has filed an 8-K report detailing the new employment agreement for its Chief Executive Officer, Shankh Mitra, effective May 19, 2021. The agreement outlines his continued role as CEO on an at-will basis, setting his annual base salary at $1,000,000. He is also eligible for a target annual bonus of 200% of his base salary and long-term stock awards, consistent with other senior executives. This filing provides transparency regarding executive compensation and the terms governing the CEO's role and potential future separation from the company.
Key Highlights
- 1New employment agreement established for CEO Shankh Mitra, effective May 19, 2021.
- 2Annual base salary for Mr. Mitra set at $1,000,000.
- 3Target annual bonus opportunity of 200% of base salary.
- 4Eligible for long-term stock awards under the 2016 Long-Term Incentive Plan.
- 5Details severance benefits if terminated by the Company without Cause or if he resigns for Good Reason.
- 6Enhanced severance benefits, including accelerated vesting and a lump sum payment based on 3x salary and average bonuses, if termination occurs within 24 months following a Change in Corporate Control.
- 7Severance payments are contingent upon providing a release of claims and adhering to restrictive covenants, including non-competition.
Frequently Asked Questions
This 8-K filing primarily serves to disclose the material terms of the new employment agreement between Welltower Inc. and its Chief Executive Officer, Shankh Mitra. It outlines his compensation structure and severance provisions.
His annual base salary is $1,000,000. He also has a target bonus opportunity of 200% of his base salary ($2,000,000) and is eligible for annual long-term stock awards. The actual bonus and stock award amounts will depend on company performance and plan terms.
If terminated by the Company without Cause or if he resigns for Good Reason, Mr. Mitra is entitled to severance equal to two times his then-current base salary plus target bonus, paid over 24 months. He will also receive a pro-rated bonus, continued COBRA coverage at active employee cost, full vesting of time-based stock awards, and specific treatment for performance stock awards and options.
Yes, if Mr. Mitra's employment is terminated without Cause or he resigns for Good Reason upon or within 24 months following a Change in Corporate Control, he is entitled to enhanced severance. This includes accelerated vesting of performance stock awards based on pre-control control achievement, and severance payments paid in a lump sum equal to three times his current base salary plus the average of the last three fiscal years' bonuses.