8-KLeadership Changes

WELLTOWER INC. 8-K Report, Executive Changes (Dec 28, 2023)

Filed December 28, 2023For Securities:WELL

Summary

Welltower Inc. (WELL) has filed an 8-K report to announce the departure of Ayesha Menon, Executive Vice President, Wellness Housing and Development, effective December 28, 2023. Ms. Menon will remain with the company in an employee capacity until February 29, 2024, to ensure a smooth transition. This departure does not appear to be performance-related but rather an agreed-upon separation with specific transition terms and benefits outlined. Investors should note the details of Ms. Menon's separation agreement. She will continue to receive her current compensation during the transition period and, post-employment, will receive 14 months of base salary, full vesting of service-based stock awards, and pro-rated performance-based stock awards based on performance up to December 31, 2023. Some equity awards granted in 2023 and a special performance option will be cancelled. The agreement also includes a $118,000 payment for benefits assistance, a pro-rated 2023 incentive bonus, and mutual releases, alongside restrictive covenants such as non-compete and non-solicitation clauses.

Key Highlights

  • 1Ayesha Menon, EVP of Wellness Housing and Development, resigned her officer position effective December 28, 2023.
  • 2Ms. Menon will remain an employee until February 29, 2024, for a transition period.
  • 3She will receive her current compensation during the transition period.
  • 4Post-employment, Ms. Menon will receive 14 months of base salary.
  • 5Service-based stock awards will fully vest.
  • 6Pro-rated performance-based stock awards will be paid out based on performance through December 31, 2023.
  • 7The separation agreement includes a $118,000 benefits assistance payment and a pro-rated 2023 incentive bonus.

Frequently Asked Questions

Ayesha Menon, an Executive Vice President, has resigned from her officer role. While she will remain an employee for a transition period, her departure as an officer signifies a change in the company's leadership structure for the Wellness Housing and Development segment.

Ms. Menon will receive 14 months of her base salary, full vesting of her service-based stock awards, pro-rated performance-based stock awards (based on performance through Dec 31, 2023), a $118,000 payment for benefits assistance, and a pro-rated 2023 incentive bonus. Some specific 2023 equity awards and a 2021 special performance option will be cancelled.

Yes, Ms. Menon is obligated to comply with restrictive covenants, including non-compete, non-solicit, non-disparagement, and protection of the company's confidential information. She has also released claims against the Company.

This filing solely pertains to an officer's departure and the associated separation agreement. It does not provide information to suggest financial distress for Welltower Inc. The outlined benefits are standard for executive separations of this nature.