AMERICAN HEALTHCARE REIT, INC., DEF 14A filed on 8/28/2024
Proxy Statement (definitive)
v3.24.2.u1
Cover
12 Months Ended
Dec. 31, 2023
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name American Healthcare REIT, Inc.
Entity Central Index Key 0001632970
v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
Year
(1)
Summary
Compensation
Table
Total for PEO
($)(2)
Compensation
Actually Paid
to PEO ($) (3)
Average
Summary
Compensation
Table
Total for Non-
PEO Named
Executive
Officers ($) (2)
Average
Compensation
Actually Paid to
Non-PEO
Named
Executive
Officers ($) (3)
Value of Initial
Fixed $100 Investment
Based On:
(4)
Net Loss
($)
Adjusted EBITDA
(5)
Total
Shareholder
Return ($)
Peer Group
Total
Shareholder
Return
($)
20233,784,680 2,972,3311,530,1331,236,182N/AN/A(76,887,000)280,890,000
20221,824,355 2,343,335 884,068 991,621 N/AN/A(73,383,000)245,963,000
20212,398,043 2,398,043 1,235,471 1,235,471 N/AN/A(53,269,000)32,368,000(6)
   
Company Selected Measure Name Adjusted EBITDA    
Named Executive Officers, Footnote The Principal Executive Officer, or PEO, for each of the applicable years was Danny Prosky. Mr. Hanson served as our Chief Executive Officer and Chairman of the Board of Directors from January 2015 until October 2021. However, Mr. Hanson only received compensation from us in 2021 for his role as Executive Chairman of the Board of Directors, a position he held from October 2021 until June 2022. The non-PEO NEOs for the applicable years were as follows:
2023 and 2022: Brian S. Peay, Gabriel M. Willhite, Stefan K.L. Oh and Mark E. Foster.
2021: Brian S. Peay, Jeffrey T. Hanson, Mathieu B. Streiff, Stefan K.L. Oh and Gabriel M. Willhite.
Compensation amounts for 2021 reflect compensation paid to our executive officers for the period from October 1, 2021 through December 31, 2021. Until October 1, 2021, our executive officers were officers of our former advisor and affiliates and were compensated by such entities for their services to us.
   
PEO Total Compensation Amount $ 3,784,680 $ 1,824,355 $ 2,398,043
PEO Actually Paid Compensation Amount $ 2,972,331 2,343,335 2,398,043
Adjustment To PEO Compensation, Footnote To calculate “Compensation Actually Paid,” adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Prosky and for the average of the other NEOs is set forth following the footnotes to this table.
YearSummary
Compen-
sation
Table
Total
($)(a)
Minus

Change in
Accumulated
Benefits
Under
Defined
Benefit and
Actuarial
Pension
Plans
($)(b)
Plus

Service
Costs
Under
Defined
Benefit and
Actuarial
Pension
Plans ($)(c)
Minus

Grant
Date Fair
Value of
Stock
Option and
Stock
Awards
Granted in
Fiscal Year
($)(d)
Plus

Fair Value
at Fiscal
Year-End of
Outstanding
and
Unvested
Stock
Option and
Stock
Awards
Granted in
Fiscal Year
($)(e)
Plus/
(Minus)

Change in
Fair Value
of
Outstanding
and
Unvested
Stock
Option and
Stock
Awards
Granted in
Prior Fiscal
Years
($)(f)
Plus

Fair Value
at Vesting
of Stock
Option and
Stock
Awards
Granted in
Fiscal Year
that Vested
During
Fiscal Year
($)(g)
Plus/
(Minus)

Change in
Fair Value
as of
Vesting
Date of
Option and
Stock
Awards
Granted in
Prior Years
for which
Applicable
Vesting
Conditions
Were
Satisfied
During
Fiscal Year
($)(h)
Minus

Fair Value
as of Prior
Fiscal Year-
End of
Stock
Option and
Stock
Awards
Granted in
Prior Fiscal
Years that
Failed to
Meet
Applicable
Vesting
Conditions
During
Fiscal Year
($)(i)
Equals

Compensation
Actually Paid
($)
PEO
20233,784,680 — — (1,999,991)1,500,009 (234,279)— (78,088)— 2,972,331 
20221,824,355 — — — — 515,184 — 3,796 — 2,343,335 
20212,398,043 — — (2,000,003)2,000,003 — — — — 2,398,043 
Other NEOs (Average) (j)
20231,530,133 — — (618,753)464,069 (125,113)— (14,154)— 1,236,182 
2022884,068 — — (39,062)48,828 97,099 — 688 — 991,621 
20211,235,471 — — (1,022,340)1,022,340 — — — — 1,235,471 
(a)    Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages.
(b)    Represents the aggregate change in the actuarial present value of the accumulated benefits under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the indicated fiscal year.
(c)    Represents the sum of the actuarial present value of the benefits under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles.
(d)    Represents the grant date fair value of the stock option and stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(e)    Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(f)    Represents the change in fair value during the indicated fiscal year of each option award and stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(g)    Represents the fair value at vesting of the option awards and stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(h)    Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(i)    Represents the fair value as of the last day of the prior fiscal year of the option award and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(j)    See footnote 1 above for the non-PEO NEOs included in the average for each year.
   
Non-PEO NEO Average Total Compensation Amount $ 1,530,133 884,068 1,235,471
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,236,182 991,621 1,235,471
Adjustment to Non-PEO NEO Compensation Footnote To calculate “Compensation Actually Paid,” adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Prosky and for the average of the other NEOs is set forth following the footnotes to this table.
YearSummary
Compen-
sation
Table
Total
($)(a)
Minus

Change in
Accumulated
Benefits
Under
Defined
Benefit and
Actuarial
Pension
Plans
($)(b)
Plus

Service
Costs
Under
Defined
Benefit and
Actuarial
Pension
Plans ($)(c)
Minus

Grant
Date Fair
Value of
Stock
Option and
Stock
Awards
Granted in
Fiscal Year
($)(d)
Plus

Fair Value
at Fiscal
Year-End of
Outstanding
and
Unvested
Stock
Option and
Stock
Awards
Granted in
Fiscal Year
($)(e)
Plus/
(Minus)

Change in
Fair Value
of
Outstanding
and
Unvested
Stock
Option and
Stock
Awards
Granted in
Prior Fiscal
Years
($)(f)
Plus

Fair Value
at Vesting
of Stock
Option and
Stock
Awards
Granted in
Fiscal Year
that Vested
During
Fiscal Year
($)(g)
Plus/
(Minus)

Change in
Fair Value
as of
Vesting
Date of
Option and
Stock
Awards
Granted in
Prior Years
for which
Applicable
Vesting
Conditions
Were
Satisfied
During
Fiscal Year
($)(h)
Minus

Fair Value
as of Prior
Fiscal Year-
End of
Stock
Option and
Stock
Awards
Granted in
Prior Fiscal
Years that
Failed to
Meet
Applicable
Vesting
Conditions
During
Fiscal Year
($)(i)
Equals

Compensation
Actually Paid
($)
PEO
20233,784,680 — — (1,999,991)1,500,009 (234,279)— (78,088)— 2,972,331 
20221,824,355 — — — — 515,184 — 3,796 — 2,343,335 
20212,398,043 — — (2,000,003)2,000,003 — — — — 2,398,043 
Other NEOs (Average) (j)
20231,530,133 — — (618,753)464,069 (125,113)— (14,154)— 1,236,182 
2022884,068 — — (39,062)48,828 97,099 — 688 — 991,621 
20211,235,471 — — (1,022,340)1,022,340 — — — — 1,235,471 
(a)    Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages.
(b)    Represents the aggregate change in the actuarial present value of the accumulated benefits under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the indicated fiscal year.
(c)    Represents the sum of the actuarial present value of the benefits under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles.
(d)    Represents the grant date fair value of the stock option and stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(e)    Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(f)    Represents the change in fair value during the indicated fiscal year of each option award and stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(g)    Represents the fair value at vesting of the option awards and stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(h)    Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(i)    Represents the fair value as of the last day of the prior fiscal year of the option award and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(j)    See footnote 1 above for the non-PEO NEOs included in the average for each year.
   
Compensation Actually Paid vs. Net Income
We are required to describe the relationship between the “Compensation Actually Paid,” or CAP, as calculated in accordance with the SEC disclosure rules, and various financial performance measures. As noted in the Compensation Discussion and Analysis, following the completion of our merger with Griffin-American Healthcare REIT III, Inc., or the Merger, and the acquisition of our external advisor in 2021, our executive officers were employed by us and, beginning October 1, 2021, were compensated under our executive compensation program pursuant to the terms of the executive officer’s respective offer letters. These executive officer letters included equity awards which were sized to include annual grants for 2022 for each of the then-serving NEOs. Because of the sizing of the equity awards to include the 2022 grants and the fact that each NEO who was with our company at the time of the Merger did not receive an equity grant in 2022, the “Compensation Actually Paid” does not appear to be directly aligned with the performance metrics described below due to the impact of these equity award grants on 2021 “Compensation Actually Paid.” Moreover, due to the Merger on October 1, 2021, we could only reasonably calculate Adjusted EBITDA for the three months ended December 31, 2021. Finally, as noted above, there was no public market for our Class T common stock, and, thus, no total shareholder return value can be calculated for our Company as of December 31, 2023. The charts below show Mr. Prosky’s and the average of our other NEOs’ pay compared to our net loss and Adjusted EBITDA (in millions):
CAP vs. Net Loss.jpg
   
Compensation Actually Paid vs. Company Selected Measure
We are required to describe the relationship between the “Compensation Actually Paid,” or CAP, as calculated in accordance with the SEC disclosure rules, and various financial performance measures. As noted in the Compensation Discussion and Analysis, following the completion of our merger with Griffin-American Healthcare REIT III, Inc., or the Merger, and the acquisition of our external advisor in 2021, our executive officers were employed by us and, beginning October 1, 2021, were compensated under our executive compensation program pursuant to the terms of the executive officer’s respective offer letters. These executive officer letters included equity awards which were sized to include annual grants for 2022 for each of the then-serving NEOs. Because of the sizing of the equity awards to include the 2022 grants and the fact that each NEO who was with our company at the time of the Merger did not receive an equity grant in 2022, the “Compensation Actually Paid” does not appear to be directly aligned with the performance metrics described below due to the impact of these equity award grants on 2021 “Compensation Actually Paid.” Moreover, due to the Merger on October 1, 2021, we could only reasonably calculate Adjusted EBITDA for the three months ended December 31, 2021. Finally, as noted above, there was no public market for our Class T common stock, and, thus, no total shareholder return value can be calculated for our Company as of December 31, 2023. The charts below show Mr. Prosky’s and the average of our other NEOs’ pay compared to our net loss and Adjusted EBITDA (in millions):
CAP vs. Adjusted EBITDA.jpg
________
* Represents Adjusted EBITDA for the three months ended December 31, 2021, as discussed above.
   
Total Shareholder Return Vs Peer Group There was no public market for our Class T common stock, and, thus, no total shareholder return value can be calculated for our company as of December 31, 2023.    
Tabular List, Table
Adjusted EBITDA Growth
Net Debt to Adjusted EBITDA
Same-Property NOI Growth
Normalized FFO per share
   
Net Income (Loss) $ (76,887,000) $ (73,383,000) $ (53,269,000)
Company Selected Measure Amount 280,890,000 245,963,000 32,368,000
PEO Name Danny Prosky    
Additional 402(v) Disclosure Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable period in the case of Mr. Prosky, and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable period for our NEOs for the applicable year other than the principal executive officer for such years. As noted above, for 2021, the amount included represents compensation received from us for the period from October 1, 2021 through December 31, 2023. Represents Adjusted EBITDA for the quarter ended December 31, 2021, since the annual Adjusted EBITDA amount could not be reasonably calculated due to the Merger on October 1, 2021.    
Measure:: 1      
Pay vs Performance Disclosure      
Name •Adjusted EBITDA Growth    
Non-GAAP Measure Description As noted the “Compensation Discussion and Analysis” section above, Adjusted EBITDA represents a key component of our executive compensation program, with Adjusted EBITDA Growth representing 40% of the weighting of the corporate portion of the annual cash bonus program. Please see page 26 in the “Compensation Discussion and Analysis” for information regarding how we calculate Adjusted EBITDA for our incentive program.    
Measure:: 2      
Pay vs Performance Disclosure      
Name •Net Debt to Adjusted EBITDA    
Measure:: 3      
Pay vs Performance Disclosure      
Name •Same-Property NOI Growth    
Measure:: 4      
Pay vs Performance Disclosure      
Name •Normalized FFO per share    
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 $ 0 $ 0
PEO | Aggregate Pension Adjustments Service Cost      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (1,999,991) 0 (2,000,003)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,500,009 0 2,000,003
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (234,279) 515,184 0
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (78,088) 3,796 0
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Aggregate Pension Adjustments Service Cost      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (618,753) (39,062) (1,022,340)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 464,069 48,828 1,022,340
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (125,113) 97,099 0
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (14,154) 688 0
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 $ 0 $ 0
v3.24.2.u1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2023
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true