The corporate governance environment is dynamic. As a leader within its sector, Welltower™ is dedicated to adopting the best corporate governance practices.
Anyone who has a concern regarding questionable accounting, internal accounting controls or auditing matters relating to Welltower Inc. may communicate that concern to the Audit Committee by contacting the company’s Corporate Governance Hotline. These calls will be transcribed and submitted on a confidential, anonymous basis. Concerns may also be expressed to the Audit Committee via email at the following address: auditcommittee@welltower.com.
In January 2003, the Compensation Committee approved a minimum stock ownership policy, requiring each Executive Officer within five years of his or her date of hire, to own shares of the company’s common stock with a fair market value at least three times his or her annual base salary (five times annual base salary for the Chief Executive Officer). All shares of common stock beneficially owned by the Executive Officer will be taken into account, including unvested shares of restricted stock granted under the company’s long-term incentive plan, but excluding shares subject to unexercised stock options.
In February 2013, the Compensation Committee revised the minimum stock ownership policy, requiring each Non-employee Director to own shares of the company’s common stock with a fair market value of at least four times the annual cash retainer. Shares owned directly and indirectly, restricted shares and deferred stock units count towards these ownership requirements. Non-employee Directors have five years from their date of appointment or February 7, 2013, whichever is later, to achieve the required ownership level.
The Company’s insider trading policy prohibits the Company’s directors and executive officers from entering into hedging or monetization transactions with respect to the Company’s securities and from holding the Company’s securities in margin accounts or otherwise pledging such securities as collateral for loans.
If the Company is required to prepare a financial restatement due to the Company’s material non-compliance with any financial reporting requirement, the Compensation Committee may require any of the Company’s executive officers and certain other covered officers to repay to the Company that part of the incentive compensation received by such officer during the three-year period preceding the publication of the restated financial statement that the Compensation Committee determines was in excess of the amount that such officer would have received had such incentive compensation been calculated based on the financial results reported in the restated financial statement. The amount and form of the compensation to be recouped shall be determined by the Compensation Committee in its discretion.
From and after January 1, 2014, the Company will not enter into any new contractual agreements to make any excise tax gross-up payments. “Excise tax gross-up payment” means any payment of compensation to or on behalf of any executive, the amount of which is calculated by reference to such executive’s estimated or actual golden parachute tax liability imposed by Section 4999 of the Internal Revenue Code of 1986, as amended.