Welltower Inc. (NYSE:HCN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 16, 2017, Welltower Inc. (the Company) entered into amended and restated employment agreements with Scott A. Estes (the Estes Agreement) and Mercedes T. Kerr (the Kerr Agreement and together with the Estes Agreement, the Employment Agreements), each of which is effective as of June 16, 2017. The Estes Agreement replaces the Second Amended and Restated Employment Agreement between Mr. Estes and the Company, dated December 29, 2008, and the Kerr Agreement replaces the Employment Agreement between Ms. Kerr and the Company, dated October 4, 2016.
to the Estes Agreement, Mr. Estes will continue to serve as the Executive Vice President Chief Financial Officer of the Company until January 31, 2019. He will receive an annual base salary of $510,000, together with an opportunity to earn an annual incentive cash bonus under the Companys annual cash bonus plan in an amount determined by the Compensation Committee of the Board of Directors of the Company (the Compensation Committee) and annual long-term stock awards under terms and conditions to be determined by the Compensation Committee.
to the Kerr Agreement, Ms. Kerr will continue to serve as the Executive Vice President Business & Relationship Management of the Company until January 31, 2019. She will receive an annual base salary of $484,500, together with an opportunity to earn an annual incentive cash bonus under the Companys annual cash bonus plan in an amount determined by the Compensation Committee and annual long-term stock awards under terms and conditions to be determined by the Compensation Committee.
Under each applicable Employment Agreement, if Mr. Estess or Ms. Kerrs employment is terminated by the Company without good cause or the individual resigns for a good reason, (1) the individual will receive a pro-rated annual bonus for the year of termination, a series of semi-monthly payments for each complete calendar month remaining in the term of the individuals employment agreement (but no less than 12 months) in an amount equal to 1/24th of the sum of the individuals then-current base salary and the Bonus Amount (defined below), and continued COBRA coverage for the remainder of the term of the applicable Employment Agreement (but no less than six (6) months, or until, if earlier, the individual obtains comparable coverage or when rights to COBRA coverage expire under applicable law), (2) any vesting requirements of outstanding stock awards based on continued service will be considered to have been satisfied, and (3) any vesting requirements of outstanding stock awards based upon performance will be subject to the treatment set forth in such stock awards governing documents. For purposes of the Employment Agreements, Bonus Amount means (1) for Mr. Estes, the greater of his most recent annual cash bonus paid or 35% of his then-current salary, and (2) for Ms. Kerr, the average annual cash bonus paid to her over the prior three fiscal years. If Mr. Estess or Ms. Kerrs employment is terminated without good cause or the individual resigns for a good reason upon or within 24 months following a change of control, the individual will receive a pro-rated target annual bonus for the year of termination, the present value of two times the individuals then current annual base salary and the individuals applicable Bonus Amount, payable in a lump sum, and continued COBRA coverage for the remainder of the term of the applicable Employment Agreement or until, if earlier, the individual obtains comparable coverage or when rights to COBRA coverage expire under applicable law. Any severance payments or benefits payable under the Employment Agreements will be subject to the individuals execution of a customary release and compliance with customary restrictive covenants.
About Welltower Inc. (NYSE:HCN)
Welltower Inc., formerly Health Care REIT, Inc., is a provider of healthcare infrastructure. The Company operates through three segments: triple-net, which includes independent living facilities, independent supportive living facilities (Canada), continuing care retirement communities, assisted living facilities, care homes with and without nursing (United Kingdom), Alzheimer’s/dementia care facilities, long-term/post-acute care facilities and hospitals; seniors housing operating, which includes a range of facility types, including independent living facilities and independent supportive living facilities, assisted living facilities, care homes and Alzheimer’s/dementia care facilities, and outpatient medical, which includes outpatient medical buildings. It invests in seniors housing operators, post-acute providers and health systems to fund real estate and infrastructure. Welltower, a real estate investment trust, owns properties in the United States, Canada and the United Kingdom.