Pay vs Performance Disclosure
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12 Months Ended |
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Dec. 31, 2024
USD ($)
$ / shares
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Dec. 31, 2023
USD ($)
$ / shares
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Dec. 31, 2022
USD ($)
$ / shares
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Dec. 31, 2021
USD ($)
$ / shares
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Dec. 31, 2020
USD ($)
$ / shares
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| Pay vs Performance Disclosure [Table] |
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| Pay vs Performance Disclosure, Table |
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Pay-Versus-Performance Table
The disclosure included in this section is required by SEC rules.
For a detailed discussion on the design of our executive compensation program, including how we align NEOs’ pay to our performance,
see the “Compensation Discussion and Analysis” section. The Compensation Committee did not consider the pay-versus-performance
data presented below in making its pay decisions for any of the years shown. The following summarizes the relationship between
our CEO’s, and our other NEOs’, total compensation paid and our financial performance for the fiscal years shown in
the table (in this discussion, our CEO is also referred to as our principal executive officer or “PEO”, and our Named
Executive Officers other than our CEO are referred to as our “Non-PEO NEOs”).
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Average
Summary
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|
Average |
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Value of Initial Fixed
$100 Investment
Based on: |
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| Year |
|
Summary Comp.
Table Total
for CEO
(Mr. Brinker)(1)(2) |
|
Comp. Actually
Paid to CEO
(Mr. Brinker)(3) |
|
Summary Comp.
Table Total for
Former CEO
(Mr. Herzog)(1)(2) |
|
Comp.
Actually
Paid to
Former CEO
(Mr. Herzog)(3) |
|
comp.
Table Total
Paid to
Non-PEO
NEOs(1)(2) |
|
Comp.
Actually
Paid to
Non-PEO
NEOs(3) |
|
Healthpeak
Total
Stock-
Holder
Return(4) |
|
Peer
Total
Stock-
Holder
Return(4) |
|
Net
Income
(in Millions)(5) |
|
Normalized
FFO Per
Share(6) |
| 2024 |
|
$8,465,882 |
|
$10,253,081 |
|
— |
|
— |
|
$3,279,881 |
|
$3,804,968 |
|
$ 75.37 |
|
$117.56 |
|
$267.3 |
|
$1.81 |
| 2023 |
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$7,692,510 |
|
$ 2,500,263 |
|
— |
|
— |
|
$3,003,451 |
|
$1,549,751 |
|
$ 69.24 |
|
$112.04 |
|
$334.8 |
|
$1.78 |
| 2022 |
|
$5,557,084 |
|
$ 2,901,565 |
|
$24,308,605 |
|
$19,911,300 |
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$3,267,762 |
|
$1,959,250 |
|
$ 82.83 |
|
$100.62 |
|
$516.4 |
|
$1.73 |
| 2021 |
|
— |
|
— |
|
$11,713,883 |
|
$17,397,357 |
|
$3,767,688 |
|
$5,579,450 |
|
$114.25 |
|
$134.06 |
|
$525.9 |
|
$1.60 |
| 2020 |
|
— |
|
— |
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$11,374,615 |
|
$10,106,805 |
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$3,389,595 |
|
$2,905,009 |
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$ 92.33 |
|
$ 94.88 |
|
$428.3 |
|
$1.60 |
| (1) |
In accordance with applicable SEC rules, since Mr. Brinker and Mr. Herzog each served as PEO during
covered fiscal years, they are each included in the table above and the footnotes that follow the table as a PEO for the fiscal
years in which they served in such capacity. For each of 2020 and 2021, our Non-PEO NEOs were Messrs. Brinker, Scott, Klaritch,
and McHenry. For 2022, our Non-PEO NEOs were Messrs. Scott, Klaritch, Bohn, Mabry, and McHenry. For 2023, our Non-PEO NEOs
were Messrs. Scott, Klaritch, Bohn, and Patadia. For 2024, our Non-PEO NEOs were Messrs. Scott, Klaritch, Bohn, and Mabry. |
| (2) |
See the Summary Compensation Table above, and the Summary Compensation Table as disclosed in our proxy statement filed
with the SEC in calendar year 2024, for detail on the Summary Compensation Table total compensation for each CEO for each
fiscal year covered in the table. The average compensation for the Non-PEO NEOs for 2024 was calculated from the Summary Compensation
Table above. The average compensation for the Non-PEO NEOs for each of 2023, 2022, 2021, and 2020 was calculated from the
Summary Compensation Table as disclosed in our Proxy Statement filed with the SEC in calendar year 2024, 2023, 2022, or 2021,
respectively. |
| (3) |
For purposes of this table, the compensation actually paid (also referred to as “CAP”) to each of our NEOs
(including, for purposes of this table, former executive officers who are included in the Non-PEO NEO group for 2020, 2021,
2022, 2023, and 2024) is defined by the SEC and means each NEO’s total compensation as reflected in the Summary Compensation
Table for the applicable fiscal year and adjusted as shown below.
No stock options were granted, and no unvested stock options
were outstanding, during the applicable fiscal years. There were no material modifications to any stock awards during the applicable
fiscal years. In making each of these adjustments, the “value” of a stock award is the fair value of the award on the
applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions we then used to calculate the
fair value of our equity awards. For more information on the valuation of our equity awards, see the notes to our financial statements
that appear in our Annual Report on Form 10-K each fiscal year and the footnotes to the Summary Compensation Table that appears
in our annual Proxy Statement. The table above reflects the CAP (determined as noted above) for each CEO and, for our Non-PEO NEOs,
the average of the CAPs determined for the Non-PEO NEOs for each of the fiscal years shown in the table.
The following tables provide reconciliations of the Summary
Compensation Table Total to Compensation Actually Paid for each of Mr. Brinker, our President and CEO, and Mr. Herzog, our former
CEO. We believe the values reflected under Compensation Actually Paid (CAP) as presented herein may not provide an accurate reflection
of the compensation we actually pay to our NEOs on a year-over-year basis for several reasons, particularly with respect to the
transition in CEOs over the five-year period and timing of corresponding pay adjustments in terms of promoting Mr. Brinker to CEO. |
| (4) |
Healthpeak TSR represents cumulative total stockholder return on a fixed investment of $100 in our common stock for the
period beginning at the close of trading on the last trading day of 2019 through the end of the applicable fiscal year, and
is calculated assuming the reinvestment of dividends before consideration of income taxes. Peer total stockholder return represents
cumulative total stockholder return on a fixed investment of $100 in the Equity REIT Index of Nareit for the period beginning
at the close of trading on the last trading day of 2019 through the end of the applicable fiscal year, and is calculated assuming
the reinvestment of dividends before consideration of income taxes. The following chart illustrates our TSR for each of the last
four fiscal years against our TSR and the TSR for the Equity REIT Index of Nareit, or the FTSE Nareit Equity REIT Index (each calculated
as described above) over that period of time. |
| (5) |
This column shows Healthpeak’s net income for each fiscal year covered by the table. The following
chart illustrates the CAP for each CEO and the average CAP for our Non-PEO NEOs for each of the last four fiscal years against
our net income for each of those years |
| (6) |
This column shows Healthpeak’s Normalized FFO per share for each fiscal year covered by the table.
We consider Normalized FFO per share to be a key metric in our executive compensation program; see the Compensation Discussion
and Analysis section of this proxy statement for more information regarding the use of this performance measure. For the definition
and reconciliation of Normalized FFO per share to the most directly comparable GAAP measure, see Appendix A. The following
chart illustrates the CAP for each CEO and the average CAP for our Non-PEO NEOs for each of the last four fiscal years against
our Normalized FFO per share for each of those years. |
| (1) |
In accordance with applicable SEC rules, since Mr. Brinker and Mr. Herzog each served as PEO during
covered fiscal years, they are each included in the table above and the footnotes that follow the table as a PEO for the fiscal
years in which they served in such capacity. For each of 2020 and 2021, our Non-PEO NEOs were Messrs. Brinker, Scott, Klaritch,
and McHenry. For 2022, our Non-PEO NEOs were Messrs. Scott, Klaritch, Bohn, Mabry, and McHenry. For 2023, our Non-PEO NEOs
were Messrs. Scott, Klaritch, Bohn, and Patadia. For 2024, our Non-PEO NEOs were Messrs. Scott, Klaritch, Bohn, and Mabry. |
| (2) |
See the Summary Compensation Table above, and the Summary Compensation Table as disclosed in our proxy statement filed
with the SEC in calendar year 2024, for detail on the Summary Compensation Table total compensation for each CEO for each
fiscal year covered in the table. The average compensation for the Non-PEO NEOs for 2024 was calculated from the Summary Compensation
Table above. The average compensation for the Non-PEO NEOs for each of 2023, 2022, 2021, and 2020 was calculated from the
Summary Compensation Table as disclosed in our Proxy Statement filed with the SEC in calendar year 2024, 2023, 2022, or 2021,
respectively. |
| (3) |
For purposes of this table, the compensation actually paid (also referred to as “CAP”) to each of our NEOs
(including, for purposes of this table, former executive officers who are included in the Non-PEO NEO group for 2020, 2021,
2022, 2023, and 2024) is defined by the SEC and means each NEO’s total compensation as reflected in the Summary Compensation
Table for the applicable fiscal year and adjusted as shown below.
No stock options were granted, and no unvested stock options
were outstanding, during the applicable fiscal years. There were no material modifications to any stock awards during the applicable
fiscal years. In making each of these adjustments, the “value” of a stock award is the fair value of the award on the
applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions we then used to calculate the
fair value of our equity awards. For more information on the valuation of our equity awards, see the notes to our financial statements
that appear in our Annual Report on Form 10-K each fiscal year and the footnotes to the Summary Compensation Table that appears
in our annual Proxy Statement. The table above reflects the CAP (determined as noted above) for each CEO and, for our Non-PEO NEOs,
the average of the CAPs determined for the Non-PEO NEOs for each of the fiscal years shown in the table.
The following tables provide reconciliations of the Summary
Compensation Table Total to Compensation Actually Paid for each of Mr. Brinker, our President and CEO, and Mr. Herzog, our former
CEO. We believe the values reflected under Compensation Actually Paid (CAP) as presented herein may not provide an accurate reflection
of the compensation we actually pay to our NEOs on a year-over-year basis for several reasons, particularly with respect to the
transition in CEOs over the five-year period and timing of corresponding pay adjustments in terms of promoting Mr. Brinker to CEO. |
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Reconciliation of Summary Compensation Table Total to
Compensation Actually Paid for CEO
(Mr. Brinker) |
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Fiscal Year
2024 ($) |
|
Fiscal Year
2023 ($) |
|
Fiscal Year
2022 ($) |
|
Fiscal Year
2021 ($) |
|
Fiscal Year
2020 ($) |
| |
Summary Compensation Table Total |
|
8,465,882 |
|
7,692,510 |
|
5,557,084 |
|
— |
|
— |
| |
Grant Date Fair Value of Stock Awards Granted in Fiscal Year |
|
(5,714,406) |
|
(5,204,310) |
|
(3,134,399) |
|
— |
|
— |
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Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year |
|
6,903,188 |
|
2,997,838 |
|
2,541,379 |
|
— |
|
— |
| |
Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years |
|
290,155 |
|
(2,282,005) |
|
(2,232,034) |
|
— |
|
— |
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Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year |
|
— |
|
— |
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402,297 |
|
— |
|
— |
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Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions
Were Satisfied During Fiscal Year |
|
(29,362) |
|
(960,951) |
|
(445,419) |
|
— |
|
— |
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Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting
Conditions During Fiscal Year |
|
— |
|
— |
|
— |
|
— |
|
— |
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Dividends Paid on Outstanding and Unvested Stock Awards |
|
337,624 |
|
257,182 |
|
212,657 |
|
— |
|
— |
| |
Compensation Actually Paid |
|
10,253,081 |
|
2,500,263 |
|
2,901,565 |
|
— |
|
— |
| |
Reconciliation of Summary Compensation Table Total to
Compensation Actually Paid for Former
CEO (Mr. Herzog) |
|
Fiscal Year
2024 ($) |
|
Fiscal Year
2023 ($) |
|
Fiscal Year
2022 ($) |
|
Fiscal Year
2021 ($) |
|
Fiscal Year
2020 ($) |
| |
Summary Compensation Table Total |
|
— |
|
— |
|
24,308,605 |
|
11,713,883 |
|
11,374,615 |
| |
Grant Date Fair Value of Stock Awards Granted in Fiscal Year |
|
— |
|
— |
|
(7,374,832) |
|
(7,102,283) |
|
(8,028,215) |
| |
Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year |
|
— |
|
— |
|
5,979,535 |
|
8,283,835 |
|
6,554,530 |
| |
Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years |
|
— |
|
— |
|
(3,306,057) |
|
3,328,563 |
|
(1,534,844) |
| |
Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year |
|
— |
|
— |
|
685,203 |
|
751,962 |
|
1,068,838 |
| |
Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions
Were Satisfied During Fiscal Year |
|
— |
|
— |
|
(611,707) |
|
224,226 |
|
450,019 |
| |
Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting
Conditions During Fiscal Year |
|
— |
|
— |
|
— |
|
— |
|
— |
| |
Dividends Paid on Outstanding and Unvested Stock Awards |
|
— |
|
— |
|
230,553 |
|
197,171 |
|
221,862 |
| |
Compensation Actually Paid |
|
— |
|
— |
|
19,911,300 |
|
17,397,357 |
|
10,106,805 |
|
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| Company Selected Measure Name |
|
Normalized FFO per share
|
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| Named Executive Officers, Footnote [Text Block] |
|
| (1) |
In accordance with applicable SEC rules, since Mr. Brinker and Mr. Herzog each served as PEO during
covered fiscal years, they are each included in the table above and the footnotes that follow the table as a PEO for the fiscal
years in which they served in such capacity. For each of 2020 and 2021, our Non-PEO NEOs were Messrs. Brinker, Scott, Klaritch,
and McHenry. For 2022, our Non-PEO NEOs were Messrs. Scott, Klaritch, Bohn, Mabry, and McHenry. For 2023, our Non-PEO NEOs
were Messrs. Scott, Klaritch, Bohn, and Patadia. For 2024, our Non-PEO NEOs were Messrs. Scott, Klaritch, Bohn, and Mabry. |
|
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| Adjustment To PEO Compensation, Footnote |
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Reconciliation of Summary Compensation Table Total to
Compensation Actually Paid for CEO
(Mr. Brinker) |
|
Fiscal Year
2024 ($) |
|
Fiscal Year
2023 ($) |
|
Fiscal Year
2022 ($) |
|
Fiscal Year
2021 ($) |
|
Fiscal Year
2020 ($) |
| |
Summary Compensation Table Total |
|
8,465,882 |
|
7,692,510 |
|
5,557,084 |
|
— |
|
— |
| |
Grant Date Fair Value of Stock Awards Granted in Fiscal Year |
|
(5,714,406) |
|
(5,204,310) |
|
(3,134,399) |
|
— |
|
— |
| |
Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year |
|
6,903,188 |
|
2,997,838 |
|
2,541,379 |
|
— |
|
— |
| |
Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years |
|
290,155 |
|
(2,282,005) |
|
(2,232,034) |
|
— |
|
— |
| |
Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year |
|
— |
|
— |
|
402,297 |
|
— |
|
— |
| |
Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions
Were Satisfied During Fiscal Year |
|
(29,362) |
|
(960,951) |
|
(445,419) |
|
— |
|
— |
| |
Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting
Conditions During Fiscal Year |
|
— |
|
— |
|
— |
|
— |
|
— |
| |
Dividends Paid on Outstanding and Unvested Stock Awards |
|
337,624 |
|
257,182 |
|
212,657 |
|
— |
|
— |
| |
Compensation Actually Paid |
|
10,253,081 |
|
2,500,263 |
|
2,901,565 |
|
— |
|
— |
| |
Reconciliation of Summary Compensation Table Total to
Compensation Actually Paid for Former
CEO (Mr. Herzog) |
|
Fiscal Year
2024 ($) |
|
Fiscal Year
2023 ($) |
|
Fiscal Year
2022 ($) |
|
Fiscal Year
2021 ($) |
|
Fiscal Year
2020 ($) |
| |
Summary Compensation Table Total |
|
— |
|
— |
|
24,308,605 |
|
11,713,883 |
|
11,374,615 |
| |
Grant Date Fair Value of Stock Awards Granted in Fiscal Year |
|
— |
|
— |
|
(7,374,832) |
|
(7,102,283) |
|
(8,028,215) |
| |
Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year |
|
— |
|
— |
|
5,979,535 |
|
8,283,835 |
|
6,554,530 |
| |
Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years |
|
— |
|
— |
|
(3,306,057) |
|
3,328,563 |
|
(1,534,844) |
| |
Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year |
|
— |
|
— |
|
685,203 |
|
751,962 |
|
1,068,838 |
| |
Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions
Were Satisfied During Fiscal Year |
|
— |
|
— |
|
(611,707) |
|
224,226 |
|
450,019 |
| |
Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting
Conditions During Fiscal Year |
|
— |
|
— |
|
— |
|
— |
|
— |
| |
Dividends Paid on Outstanding and Unvested Stock Awards |
|
— |
|
— |
|
230,553 |
|
197,171 |
|
221,862 |
| |
Compensation Actually Paid |
|
— |
|
— |
|
19,911,300 |
|
17,397,357 |
|
10,106,805 |
|
|
|
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
[1],[2] |
$ 3,279,881
|
$ 3,003,451
|
$ 3,267,762
|
|
$ 3,767,688
|
|
$ 3,389,595
|
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
[3] |
$ 3,804,968
|
1,549,751
|
1,959,250
|
|
5,579,450
|
|
2,905,009
|
|
| Adjustment to Non-PEO NEO Compensation Footnote |
|
| |
Reconciliation of Average Summary Compensation Table
Total to Average Compensation Actually Paid for Non-PEO
NEOs |
|
Fiscal Year
2024 ($) |
|
Fiscal Year
2023 ($) |
|
Fiscal Year
2022 ($) |
|
Fiscal Year
2021 ($) |
|
Fiscal Year
2020 ($) |
| |
Summary Compensation Table Total |
|
3,279,881 |
|
3,003,451 |
|
3,267,762 |
|
3,767,688 |
|
3,389,595 |
| |
Grant Date Fair Value of Stock Awards Granted in Fiscal Year |
|
(1,452,864) |
|
(1,387,525) |
|
(1,535,477) |
|
(1,718,594) |
|
(1,849,445) |
| |
Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year |
|
1,755,106 |
|
822,314 |
|
1,087,331 |
|
2,004,500 |
|
1,509,955 |
| |
Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years |
|
112,401 |
|
(671,242) |
|
(368,699) |
|
1,104,314 |
|
(640,251) |
| |
Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year |
|
— |
|
— |
|
103,198 |
|
249,639 |
|
354,058 |
| |
Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions
Were Satisfied During Fiscal Year |
|
6,808 |
|
(292,301) |
|
(132,238) |
|
59,047 |
|
(17,412) |
| |
Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting
Conditions During Fiscal Year |
|
— |
|
— |
|
(516,184) |
|
— |
|
— |
| |
Dividends Paid on Outstanding and Unvested Stock Awards |
|
103,636 |
|
75,053 |
|
53,557 |
|
112,856 |
|
158,509 |
| |
Compensation Actually Paid |
|
3,804,968 |
|
1,549,751 |
|
1,959,250 |
|
5,579,450 |
|
2,905,009 |
|
|
|
|
|
|
|
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| Compensation Actually Paid vs. Total Shareholder Return |
|
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| Compensation Actually Paid vs. Net Income |
|
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| Compensation Actually Paid vs. Company Selected Measure |
|
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| Total Shareholder Return Vs Peer Group |
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| Tabular List, Table |
|
Following is an unranked list of our financial performance measures
we consider most important in linking the compensation actually paid to our NEOs for 2024 with our performance. In addition to
the financial performance measures listed below, we view our stock price, upon which the value of all of our LTIP awards is dependent,
as a key performance-based component of our executive compensation program in order to further align the interests of our senior
management team with the interests of our stockholders.
| • |
Normalized FFO per share (used in our 2024 STIP and Retentive Awards) |
| • |
Net Debt to Adjusted EBITDAre (used in our 2024 Performance-Based Awards) |
| • |
Relative TSR (used in our Performance-Based Awards) |
| • |
Run-rate synergies in connection with our merger (used in our 2024 STIP) |
|
|
|
|
|
|
|
|
| Total Shareholder Return Amount |
[4] |
$ 75.37
|
69.24
|
82.83
|
|
114.25
|
|
92.33
|
|
| Peer Group Total Shareholder Return Amount |
[4] |
117.56
|
112.04
|
100.62
|
|
134.06
|
|
94.88
|
|
| Net Income (Loss) Attributable to Parent |
[5] |
$ 267,300,000
|
$ 334,800,000
|
$ 516,400,000
|
|
$ 525,900,000
|
|
$ 428,300,000
|
|
| Company Selected Measure Amount | $ / shares |
[6] |
1.81
|
1.78
|
1.73
|
|
1.60
|
|
1.60
|
|
| Measure [Axis]: 1 |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Measure Name |
|
Normalized FFO per share (used in our 2024 STIP and Retentive Awards)
|
|
|
|
|
|
|
|
| Measure [Axis]: 2 |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Measure Name |
|
Net Debt to Adjusted EBITDAre (used in our 2024 Performance-Based Awards)
|
|
|
|
|
|
|
|
| Measure [Axis]: 3 |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Measure Name |
|
Relative TSR (used in our Performance-Based Awards)
|
|
|
|
|
|
|
|
| Measure [Axis]: 4 |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Measure Name |
|
Run-rate synergies in connection with our merger (used in our 2024 STIP)
|
|
|
|
|
|
|
|
| Non-PEO NEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
$ (1,452,864)
|
$ (1,387,525)
|
$ (1,535,477)
|
|
$ (1,718,594)
|
|
$ (1,849,445)
|
|
| Non-PEO NEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
1,755,106
|
822,314
|
1,087,331
|
|
2,004,500
|
|
1,509,955
|
|
| Non-PEO NEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
112,401
|
(671,242)
|
(368,699)
|
|
1,104,314
|
|
(640,251)
|
|
| Non-PEO NEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
|
103,198
|
|
249,639
|
|
354,058
|
|
| Non-PEO NEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
6,808
|
(292,301)
|
(132,238)
|
|
59,047
|
|
(17,412)
|
|
| Non-PEO NEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
|
(516,184)
|
|
|
|
|
|
| Non-PEO NEO [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
103,636
|
75,053
|
53,557
|
|
112,856
|
|
158,509
|
|
| Scott M. Brinker |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| PEO Total Compensation Amount |
[1],[2] |
8,465,882
|
7,692,510
|
5,557,084
|
|
|
|
|
|
| PEO Actually Paid Compensation Amount |
[3] |
$ 10,253,081
|
$ 2,500,263
|
$ 2,901,565
|
|
|
|
|
|
| PEO Name |
|
Mr. Brinker
|
Mr. Brinker
|
Mr. Brinker
|
|
|
|
|
|
| Scott M. Brinker | PEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
$ (5,714,406)
|
$ (5,204,310)
|
$ (3,134,399)
|
|
|
|
|
|
| Scott M. Brinker | PEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
6,903,188
|
2,997,838
|
2,541,379
|
|
|
|
|
|
| Scott M. Brinker | PEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
290,155
|
(2,282,005)
|
(2,232,034)
|
|
|
|
|
|
| Scott M. Brinker | PEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
|
402,297
|
|
|
|
|
|
| Scott M. Brinker | PEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
(29,362)
|
(960,951)
|
(445,419)
|
|
|
|
|
|
| Scott M. Brinker | PEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
|
|
|
|
|
|
|
| Scott M. Brinker | PEO [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
337,624
|
257,182
|
212,657
|
|
|
|
|
|
| Thomas M. Herzog |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| PEO Total Compensation Amount |
|
|
|
24,308,605
|
[1],[2] |
11,713,883
|
[1],[2] |
11,374,615
|
[1],[2] |
| PEO Actually Paid Compensation Amount |
|
|
|
$ 19,911,300
|
[3] |
$ 17,397,357
|
[3] |
$ 10,106,805
|
[3] |
| PEO Name |
|
|
|
Mr. Herzog
|
|
Mr. Herzog
|
|
Mr. Herzog
|
|
| Thomas M. Herzog | PEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
|
$ (7,374,832)
|
|
$ (7,102,283)
|
|
$ (8,028,215)
|
|
| Thomas M. Herzog | PEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
|
5,979,535
|
|
8,283,835
|
|
6,554,530
|
|
| Thomas M. Herzog | PEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
|
(3,306,057)
|
|
3,328,563
|
|
(1,534,844)
|
|
| Thomas M. Herzog | PEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
|
685,203
|
|
751,962
|
|
1,068,838
|
|
| Thomas M. Herzog | PEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
|
(611,707)
|
|
224,226
|
|
450,019
|
|
| Thomas M. Herzog | PEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
|
|
|
|
|
|
|
| Thomas M. Herzog | PEO [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
|
$ 230,553
|
|
$ 197,171
|
|
$ 221,862
|
|
|
|