Ventas, Inc. · NYSE:VTR

Ventas — Proxy Contest (April 2022)

47 slides from Ventas's proxy contest presentation, Apr 8, 2022

  1. Slide 1: Executing a Winning Strategy to Drive Long-Term Shareholder Value

    Executing a Winning Strategy to Drive Long-Term Shareholder Value April 2022

  2. Slide 2: Executive Summary

    2 2 Executive Summary Strong, Independent and Uniquely Qualified Board to Oversee Continued Positive Momentum Over our 20+ year history, Ventas has become one of the world’s foremost REITs and an accomplished S&P 500 company; we have curated a diversified, high-quality portfolio of >1,200 senior hou

  3. Slide 3: Ventas Snapshot & Pandemic Performance

    3 Ventas Snapshot & Pandemic Performance

  4. Slide 4: Ventas Is a Leader in Healthcare and Real Estate

    4 4 20%+ BBB+ Assets Under Management in the Ventas Investment Management (VIM) Platform $37.5B Ventas is an S&P 500 company and one of the world’s foremost REITs; we operate at the intersection of two powerful and dynamic industries – healthcare and real estate Ventas Is a Leader in Healthcare and

  5. Slide 5: Portfolio evolution timeline 1999 to 2022 and onwards

    5 5 1999 to 2009 Late 2000s to Today Late 2000s to Today 2015 2015 to Today 2016 to Today 2022 & Onwards Restructure, Diversify & Grow Our Portfolio Significant Expansion in Medical Office Buildings Continued Growth In Senior Housing Exit of Skilled Nursing Expansion in Health Systems Entered Life S

  6. Slide 6: Pandemic Presented a Life-and-Death Challenge for Senior Residents

    6 6 0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 0 100 200 300 400 500 600 700 800 900 Jan-20 Jun-20 Nov-20 May-21 Oct-21 Mar-22 Pandemic Presented a Life-and-Death Challenge for Ventas’s 75,000 Senior Residents Source: Company materials, FactSet and Centers for Disease Control as of March 25, 2022.

  7. Slide 7: Outsized Impact of COVID-19 on Senior Housing Business

    7 7 $0 $20 $40 $60 $80 Jan-20 Jun-20 Nov-20 Apr-21 Oct-21 Mar-22 75.0% 80.0% 85.0% 90.0% Jan-20 May-20 Oct-20 Feb-21 Jul-21 Dec-21 $30 $12 $2 $156 $160 $107 $105 $119 $95 $93 $85 $84 4Q19 1Q20 2Q20 3Q20 4Q20 1Q21 2Q21 3Q21 4Q21 Outsized Impact of COVID-19 on Our Senior Housing Business, With Impact

  8. Slide 8: Senior Housing and Skilled Nursing REITs Dramatically Affected by the Pandemic

    8 8 15% (1%) (19%) (21%) (22%) (23%) (25%) 29% 17% 4% (1%) (1%) (11%) Senior Housing and Skilled Nursing REITs Dramatically Affected by the Pandemic REITs with Significant Senior Housing / Skilled Nursing Portfolios Selected Other REIT Sub-Sectors Q4’19 to Q4’21 Change in Normalized FFO Industrial D

  9. Slide 9: Ventas and Largest Competitor Experienced Similar COVID Headwinds

    9 9 0.40 0.50 0.60 0.70 0.80 0.90 1.00 1.10 1Q16 4Q16 4Q17 4Q18 4Q19 4Q20 4Q21 Ventas and Its Largest Competitor Experienced Similar COVID Headwinds, With Ventas Leading the Rebound Indexed Normalized FFO per Share – 1Q16 to 4Q21(1) Strong Recent SHOP Results 4Q21 Same-Store NOI Growth(2) Avg. Occ.

  10. Slide 10: Decisive Actions to Protect the Company During the Pandemic

    10 10 We Took Decisive Actions to Protect the Company During the Pandemic and Position It for Growth Thereafter Took necessary actions in 2020 to manage our business through a once-in-a-lifetime crisis in the senior housing industry… …and in 2021 to position our business to participate in the powerf

  11. Slide 11: Long-Term TSR Outperformance

    11 11 +23% +5% +21% +15% +4% +6% +4% +7% +7% +8% +20% +14% Ventas’s Long-Term TSR Outperformance, With Recent TSR Leading the Recovery; In-Line Medium-Term TSR Impacted by Pandemic Total Shareholder Return Five-Year Annualized Three-Year Annualized One-Year 2022 Year-to-Date Ten-Year Annualized Mode

  12. Slide 12: Earnings Estimates vs Actual Results

    12 12 Earnings Estimates vs Actual Results Normalized FFO per Share Performance vs. Consensus Normalized FFO per Share Performance vs. Guidance(1) Source: Company filings and FactSet. (1) Reflects midpoint of final guidance range for each time period presented. Annual but not quarterly guidance prov

  13. Slide 13: Ventas has the right team, actions and communication

    13 13 Ventas has the right team… “The company shifted its portfolio recently, expanding MOB and Life Science assets, restructuring senior living, exiting skilled nursing and growing the third-party management business, all of which were enhanced by the $3.7 billion investments in 2021.” – Stifel, 7

  14. Slide 14: Ventas's Diversified Portfolio and Capital Allocation Track Record

    14 Ventas’s Diversified Portfolio and Capital Allocation Track Record

  15. Slide 15: Clearly Articulated Capital Allocation Priorities

    15 15 Clearly Articulated Capital Allocation Priorities Our Leading Portfolio Provides Significant Opportunity for Growth Medical Office 10% of $3.7B 309 Buildings 22% Annualized Adjusted NOI Life Science, R&I 20% of $3.7B 43 Centers 10% Annualized Adjusted NOI Senior Housing 70% of $3.7B 819 Commun

  16. Slide 16: Track Record of Forward-Thinking Capital Allocation Decisions

    16 16 Track Record of Forward-Thinking Capital Allocation Decisions Early Investment in MOBs Exited SNFs at High Valuation to Invest in Life Science at Nascent Stage Strong Growth in Ventas Investment Management (VIM) Investment in Independent Living .. Established in Q1’20, VIM is our platform for

  17. Slide 17: Senior Housing – Decisive Operational Actions Position Ventas for Value Creation

    17 17 Senior Housing – Decisive Operational Actions Position Ventas for Value Creation Completed an array of portfolio-enhancing actions over the past two years New Leadership Resolutions & Transitions Acquisitions & Developments Dispositions .. Executed lease resolutions supporting mutually benefic

  18. Slide 18: Senior Housing – Strongly Positioned Portfolio

    18 18 Senior Housing – Strongly Positioned Portfolio With Advantaged Assets and Operators in Attractive Markets Competitively Advantaged SHOP Assets Capital Investment Strategy Underpinning Portfolio Quality Data-Driven Allocation Framework Granular submarket analytics inform investment decision mak

  19. Slide 19: Compelling Industry Supply and Demand Trends

    19 19 Compelling Industry Supply and Demand Trends Increased Exposure to Lower Labor, Higher-Margin IL Business and Strong Canadian Market3 14% 86% 2Q19 Senior Housing – Supported by Favorable Demographic and Supply-Demand Fundamentals U.S. 80+ population anticipated to grow by 17%+ through 2025 Sup

  20. Slide 20: Senior Housing – Early Stages of a Powerful Recovery

    20 20 Incremental SHOP NOI assuming these properties reach stabilized levels3 Senior Housing – Early Stages of a Powerful Recovery $156M $90M $82M 4Q19 4Q20 4Q21 30.2% 19.7% 17.8% 4Q19 4Q20 4Q21 Reflects 4Q21 comparable pool of 353 assets Sizable NOI Margin Opportunity1 Opportunity to Return to Prev

  21. Slide 21: Leading National Medical Office (MOB) Portfolio

    21 21 Ventas’s Leading National Medical Office (MOB) Portfolio Medical Office (MOB) – Leading National Platform Hospital + Health System Affiliations ~160 Ann. Adj. NOI (22% VTR) $374M States 31 Outpatient Sq. Ft. 18M MOBs 311 ~18M sq. ft. of MOB space across 32 states, serving over 13,800 physician

  22. Slide 22: Life Science, Research & Innovation Platform

    22 22 % of Total Ann. Base Rent Tenant Credit Yale University 8% AAA University of Pennsylvania 7% AA+ Wake Forest University 7% AA Brown University 4% AA+ Remaining Tenants 74% 100% 0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 9,000 10,000 2015 2016 2017 2018 2019 2020 2021 Total Life Science

  23. Slide 23: Strong, Independent and Uniquely Qualified Board to Oversee Continued Momentum

    23 Strong, Independent and Uniquely Qualified Board to Oversee Continued Momentum

  24. Slide 24: Experienced and Diverse Board

    24 24 5 6 1 4 6 • A range of tenures, balancing continuity with fresh perspectives • Strong healthcare, real estate/REIT, finance and public policy experience • Robust ongoing board refreshment, board development and effective director succession planning process — 4 independent directors added with

  25. Slide 25: Ongoing and Thoughtful Board and Committee Refreshment

    25 25 Ongoing and Thoughtful Board and Committee Refreshment Glenn Rufrano retirement Sean Nolan Life Sciences Marguerite Nader REITs Michael Embler Investor Maurice Smith Healthcare Jay Gellert to retire at 2022 AGM Four New Independent Directors Appointed in the Last Three Years Replacing Three Re

  26. Slide 26: Appointment of Michael Embler Demonstrates the Board's Rigorous Process

    26 26 Appointment of Michael Embler Demonstrates the Board’s Rigorous Process Building on Board’s ongoing multi-year refreshment process: Michael Embler fits identified criteria: 20-year career as institutional investor (CIO of Franklin Mutual Advisers overseeing $85B in AUM) Proven track record ser

  27. Slide 27: Director biographies

    27 27 Matthew Lustig (2011) • Substantial experience as a strategic and financial advisor and leader in the real estate industry, currently serving as Chairman of Investment Banking, North America at Lazard, where he also serves as Head of Real Estate & Lodging, a position he has held for more than

  28. Slide 28: Right Mix of Expertise and Experience to Drive Ventas Forward

    28 28 … With Right Mix of Expertise and Experience to Drive Ventas Forward Debra Cafaro James Shelton Melody Barnes Michael Embler Matthew Lustig Roxanne Martino Marguerite Nader Sean Nolan Walter Rakowich Robert Reed Maurice Smith Executive Experience (CEO) ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Financial/Accounting Expe

  29. Slide 29: Commitment to High Standards of Corporate Governance

    29 29 Commitment to High Standards of Corporate Governance Drives Alignment and Accountability Shareholder Accountability • Annually elected directors • Majority voting for uncontested director elections • Shareholders’ right to act by Written Consent • Proxy access Board Independence • All director

  30. Slide 30: Compensation Aligned with Shareholder Experience

    30 30 Compensation Aligned with Shareholder Experience Source: Company filings. (1) Excludes 2021 one-time equity retention awards made to named executive officers other than our CEO, which are not part of our regular annual compensation program (2) Our Net Debt to EBITDA Ratio, R&I Pipeline Opening

  31. Slide 31: 2021 Shareholder Engagement

    31 31 2021 SHAREHOLDER ENGAGEMENT • Compensation Committee Chair leads proactive outreach to top 50 shareholders, representing ~70% of outstanding shares at least biannually • Executive officers, investor relations and other members of senior management also speak with hundreds of investors annually

  32. Slide 32: Building on Our ESG Leadership

    32 Building on Our ESG Leadership

  33. Slide 33: Performance, Planet, People

    33 33 PERFORMANCE PLANET PEOPLE Engaging tenants, residents & operators • ESG due diligence conducted for: - acquisitions and dispositions - developments and major redevelopments - selection of operators and partners • Tenant satisfaction above Kingsley benchmark • Advocating for the health and safe

  34. Slide 34: Committed to Sustainable Practice Across Every Aspect of Our Business

    34 34 Committed to Sustainable Practice Across Every Aspect of Our Business Sustainability Considerations in Our Operations • Building certifications such as LEED and ENERGY STAR • Energy efficient lighting and HVAC equipment • Building electrification • ENERGY STAR appliances • Low-E window glass •

  35. Slide 35: Reducing Environmental Impact and Ensuring Portfolio Resilience

    35 35 20201 Changes from 2019 Energy Efficiency • Committed to develop net-zero carbon-aligned energy efficiency goals by property type by 2025 Electrification • Capital investment in efficient lighting, HVAC and other technologies Renewable Energy • Committed to achieve 60% renewable energy procure

  36. Slide 36: Steadfast Commitment to Actively Promoting DE&I

    36 36 Steadfast Commitment to Actively Promoting DE&I GOAL TARGET DATE STATUS 2020 / 2021 PERFORMANCE Maintain 50:50 gender balance between male and female employees across our organization (+/-5%) ONGOING ACHIEVED 2020 & 2021 As of December 31, 2021, 47% of Ventas employees identified as female Mai

  37. Slide 37: Consistently Recognized for ESG Leadership

    37 37 Consistently Recognized for ESG Leadership

  38. Slide 38: Land & Buildings' Campaign Not in Best Interest of All Shareholders

    38 Land & Buildings’ Campaign Not in Best Interest of All Shareholders

  39. Slide 39: Ventas Directors vs. Mr. Litt's Credentials

    39 39 Relevant Skills Select Credentials of Ventas Directors Mr. Litt’s Credentials Institutional Investment Experience • Michael Embler: Oversaw $85B in AUM and 25 investment professionals • Roxanne Martino: Managed $14B+ in AUM; inducted into InvestHedge Hall of Fame and recognized as one of “50 L

  40. Slide 40: L&B Has Offered No Substantive Ideas to Drive Value

    40 40 Since Campaign Began In November 2021, L&B Has Offered No Substantive Ideas to Drive Value For All Ventas Shareholders Feb 24 Notwithstanding Mr. Litt’s silence, Ms. Cafaro once again reaches out to Mr. Litt reiterating willingness to continue discussions Nov. 24 • L&B counsel requests copy of

  41. Slide 41: Land & Buildings is Not Acting in the Best Interest of Shareholders

    41 41 Land & Buildings is Not Acting in the Best Interest of Shareholders L&B abruptly changed course with respect to its initial nomination of Michelle Applebaum… Board determined Ms. Applebaum, a retired steel industry sell-side analyst, did not meet Board’s qualifications Ms. Applebaum is a repea

  42. Slide 42: Land & Buildings Has Chosen to Target Our Presiding Director

    42 42 • In 2008, Shelton was elected to the Board of Omnicare, a provider of pharmaceutical services to elder-care facilities • Shelton was tapped as Interim CEO in July 2010; following appointment of a permanent CEO in December 2010, Shelton was appointed non-executive Chairman • In this role, Shel

  43. Slide 43: Right Plan, Right Team to Drive Shareholder Value

    43 43 Right Plan, Right Team to Drive Shareholder Value Strong, Independent and Uniquely Qualified Board to Oversee Continued Momentum Ventas Has a Track Record of Portfolio Actions and Sustainable Value Creation Elect All 11 of Ventas’s Director Nominees Approve Say-on-Pay Proposal Approve 2022 Inc

  44. Slide 44: Appendix

    J VENTAS* Appendix

  45. Slide 45: SHOP Quarterly NOI Reconciliation

    45 45 SHOP Quarterly NOI - Trailing 9 Quarter Comparable Pool of 353 assets In thousands, except per share amounts; dollars in USD; totals may not add due to rounding 2019 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Net income (loss) income attributable to common stockholders 11,443 473,117 $ (157,170) $ 12,751 $ 11

  46. Slide 46: Normalized FFO Reconciliation

    46 46 In thousands, except per share amounts; dollars in USD; totals may not add due to rounding Note: Nareit FFO excluding the following income and expense items (which may be recurring in nature): (i) Deal Costs; (ii) the impact of any expenses related to asset impairment and valuation allowances,

  47. Slide 47: Non-GAAP Financial Measures

    47 47 Non-GAAP Financial Measures This presentation includes certain financial performance measures not defined by generally accepted accounting principles in the United States (“GAAP”). Reconciliations of these non- GAAP financial measures to the most directly comparable GAAP measures are included

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