LTC Properties Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: LTC · Form: DEF 14A · Filed: Apr 16, 2024 · CIK: 887905

Ltc Properties INC DEF 14A Filing Summary
FieldDetail
CompanyLtc Properties INC (LTC)
Form TypeDEF 14A
Filed DateApr 16, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$262 million, $90 million, $194 million, $76 million, $37 million
Sentimentneutral

Sentiment: neutral

Topics: LTC Properties, DEF 14A, Proxy Statement, Executive Compensation, Equity Awards

TL;DR

<b>LTC Properties Inc. has filed its Definitive Proxy Statement (DEF 14A) detailing executive compensation and equity award valuations for the 2023 fiscal year.</b>

AI Summary

LTC PROPERTIES INC (LTC) filed a Proxy Statement (DEF 14A) with the SEC on April 16, 2024. LTC Properties Inc. filed its Definitive Proxy Statement (DEF 14A) on April 16, 2024. The filing covers the fiscal year ending December 31, 2023. It includes details on executive compensation, including equity awards for PEO and Non-PEO members. The document provides year-end fair values of awards granted and changes in fair value for outstanding and vested awards. LTC Properties Inc. is incorporated in Maryland and operates in the Real Estate Investment Trusts sector.

Why It Matters

For investors and stakeholders tracking LTC PROPERTIES INC, this filing contains several important signals. This filing provides shareholders with crucial information regarding the compensation structure and equity awards granted to key executives, enabling informed voting decisions. The detailed breakdown of equity award values and adjustments offers insight into the company's incentive programs and their perceived value by management.

Risk Assessment

Risk Level: low — LTC PROPERTIES INC shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for publicly traded companies and does not contain new material financial information or significant operational changes.

Analyst Insight

Review the executive compensation details and equity award valuations to understand management's incentives and the company's approach to rewarding its leadership.

Key Numbers

Key Players & Entities

FAQ

When did LTC PROPERTIES INC file this DEF 14A?

LTC PROPERTIES INC filed this Proxy Statement (DEF 14A) with the SEC on April 16, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by LTC PROPERTIES INC (LTC).

Where can I read the original DEF 14A filing from LTC PROPERTIES INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by LTC PROPERTIES INC.

What are the key takeaways from LTC PROPERTIES INC's DEF 14A?

LTC PROPERTIES INC filed this DEF 14A on April 16, 2024. Key takeaways: LTC Properties Inc. filed its Definitive Proxy Statement (DEF 14A) on April 16, 2024.. The filing covers the fiscal year ending December 31, 2023.. It includes details on executive compensation, including equity awards for PEO and Non-PEO members..

Is LTC PROPERTIES INC a risky investment based on this filing?

Based on this DEF 14A, LTC PROPERTIES INC presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for publicly traded companies and does not contain new material financial information or significant operational changes.

What should investors do after reading LTC PROPERTIES INC's DEF 14A?

Review the executive compensation details and equity award valuations to understand management's incentives and the company's approach to rewarding its leadership. The overall sentiment from this filing is neutral.

How does LTC PROPERTIES INC compare to its industry peers?

LTC Properties Inc. operates as a Real Estate Investment Trust (REIT) within the real estate and construction sector.

Are there regulatory concerns for LTC PROPERTIES INC?

As a publicly traded company, LTC Properties Inc. is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder communication and voting.

Industry Context

LTC Properties Inc. operates as a Real Estate Investment Trust (REIT) within the real estate and construction sector.

Regulatory Implications

As a publicly traded company, LTC Properties Inc. is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder communication and voting.

What Investors Should Do

  1. Analyze the compensation packages for Named Executive Officers (NEOs).
  2. Review the details of equity awards, including grant dates, fair values, and vesting schedules.
  3. Understand the rationale behind any adjustments to equity award valuations.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for the period ending December 31, 2023, and does not represent a change from a previous filing type.

Filing Stats: 4,434 words · 18 min read · ~15 pages · Grade level 12.6 · Accepted 2024-04-16 16:30:37

Key Financial Figures

Filing Documents

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This proxy statement includes statements that are not purely historical and are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our company's expectations, beliefs, intentions or strategies regarding the future. All statements other than historical facts contained in this proxy statement are forward-looking statements. These forward-looking statements involve a number of risks and uncertainties. Please see our company's most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and other publicly available filings with the Securities and Exchange Commission for a discussion of these and other risks and uncertainties. All forward-looking statements included in this proxy statement are based on information available to our company on the date hereof, and we assume no obligation to update such forward-looking statements. Although our company's management believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. The actual results achieved by our company may differ materially from any forward-looking statements due to the risks and uncertainties of such statements. WEBSITe REFERENcES References to our website through this proxy statement are provided for convenience only and the content on our website does not constitute a part of, and shall not be deemed incorporated by reference into, this proxy statement. Table of Contents WELCOME FROM THE CHAIR AND CEO On behalf of the Board of Directors, I present to you the 2024 Proxy Statement. We thank you for your ongoing support. Last year was a significant year for LTC, demonstrating our commitment to optimizing our portfolio while positioning ourselves for growth. We completed $2

Executive Compensation Highlights

Executive Compensation Highlights 6 ESG Highlights: Purposeful and Disciplined Approach 7 P R OPOSAL 1 ELECTION OF DIRECTORS 8 Required Vote and Recommendations 11 DIRECTOR COMPENSATION 12 Director Compensation for the Year ended December 31, 2023 12 CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS 14 Code of Business Conduct and Ethics 14 Corporate Governance Guidelines 14 Board Leadership 14 Director Independence 15 Director Education, Development and Evaluation 16 Succession Planning 16 Whistleblower Protection 16 Board Committee Structure 17 Committees and Responsibilities 18 2023 Key Focus Areas: Risk, Cybersecurity, ESG 23 Consideration of Director Nominees 26 Director Selection Process 26 Stockholder Recommendations 27 PROPOSAL 2 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 28 PROPOSAL 3 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 29 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES 30 REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS 31

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS 33 Business Overview 35

Executive Compensation Program Philosophy and Objectives

Executive Compensation Program Philosophy and Objectives 40

Executive Compensation Program Elements

Executive Compensation Program Elements 40 Other Elements of Compensation 41 Compensation Governance Policies and Guidelines 42 Compensation Committee 44 Competitive Considerations 44 Compensation Consultant 45

Executive Compensation Review

Executive Compensation Review 45

Executive Compensation Practices

Executive Compensation Practices 45 Compensation Risk Assessment 51

EXECUTIVE COMPENSATION TABLE S

EXECUTIVE COMPENSATION TABLE S 52 Summary Compensation Table 52 CEO to Median Employee Pay Ratio 53 Pay Versus Performance 53 Employment Agreements 57 Grants of Plan-Based Awards 58 Outstanding Equity Awards at Year-End 59 Option Exercises and Stock Vested 59 Potential Payments Upon Termination or Change In Control 60 COMPENSATION COMMITTEE REPORT 62 Compensation Committee Interlocks and Insider Participation 62

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 63 Beneficial Ownership Table 63 Securities Authorized for Issuance under Equity Compensation Plans 64 Delinquent Section 16(a) Reports 64 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 65 Review, Approval or Ratification of Transactions with Related Persons 65 Transactions with Related Persons 65 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING 66 Please Vote 69 ADDITIONAL INFORMATION 70 Other Matters 70 Stockholder Proposals and Nominations 70 Annual Report 70 Householding 71 APPENDIX A—RECONCILIATIONS OF NON GAAP FINANCIAL MEASURES A- 1 Table of Contents PROXY SUMMARY PROXY SUMMARY Voting Matters This proxy summary highlights information regarding LTC Properties, Inc. and certain information included elsewhere in this proxy statement. You should read the entire proxy statement before voting. Board Recommendation Read More Proposal 1. To elect six directors to serve on the Board of Directors for the ensuing year and until the election and qualification of their respective successors. FOR each director nominee Page 8 Proposal 2. To approve, on an advisory basis, the compensation of the named executive officers. FOR Page 28 Proposal 3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2024. FOR Page 29 The approximate date on which this proxy statement and the form of proxy are first being made available to stockholders is April 16, 2024. Unless the context requires otherwise, references in this proxy statement to "LTC," "we ," "us," "our," "company," and similar terms refer to LTC Properties, Inc. and its consolidated subsidiaries. LTC PROPERTIES, INC. 1 2024 PROXY STATEMENT Table of Contents PROXY SUMMARY Board Composition as of December 31, 2023 Board Member Occupation Committee Memberships Independent A

PROPERTIES

PROPERTIES OPERATORS AL 1 Skilled Nursing AZ 3 Skilled Nursing CA 3 Assisted Living 1 Skilled Nursing CO 13 Assisted Living FL 4 Assisted Living 7 Skilled Nursing GA 3 Assisted Living IL 5 Assisted Living 1 Skilled Nursing KS 8 Assisted Living KY 2 Skilled Nursing LA 1 Skilled Nursing MI 2 Assisted Living 22 Skilled Nursing MO 1 Assisted Living 2 Skilled Nursing MT 2 Assisted Living NV 1 Other NJ 3 Assisted Living NM 5 Skilled Nursing NC 33 Assisted Living OH 8 Assisted Living 2 Skilled Nursing OK 5 Assisted Living OR 5 Assisted Living 1 Skilled Nursing SC 3 Assisted Living 2 Skilled Nursing TN 2 Skilled Nursing TX 17 Assisted Living 20 Skilled Nursing VA 4 Skilled Nursing WA 2 Assisted Living WI 7 Assisted Living 1 Skilled Nursing LTC PROPERTIES, INC. 4 2024 PROXY STATEMENT Table of Contents PROXY SUMMARY 2023 Business Highlights Completed $262 million in investments, our most successful year since 2015. Generated $76 million in sales proceeds, resulting in net gains of $37 million. Received nearly $11.8 million in mezzanine loan payoffs, generating $1.6 million of exit IRR income at a weighted average of 12%. Reduced leverage ahead of street expectations. Executed on the strategy of strengthening and optimizing LTC's portfolio. Transitioned the Brookdale portfolio, resulting in more future revenue than generated from the original lease. Improved contractual revenue collection due to LTC compared with last year. More than 4.1 million Americans will turn 65 each year through 2027, which is more than 11,200 every day (1) – generating demand for years to come. The U.S. adult population age 85+ is rapidly growing, expected to hit 11 million by 2035 and surpass 17 million by 2050. (2) Corporate Governance Highlights We maintain a separate "lead independent director" role in our leadership structure for the Board of

Executive Compensation Highlights

Executive Compensation Highlights KEY ELEMENTS AND ALIGNMENT TO COMPENSATION PROGRAM OBJECTIVES Attract, Motivate and Retain Qualified Key Executives Align Executives' Financial Interests with Stockholders Reward Company and Individual Performance and Effort Base Salary Annual Bonuses Long-term Equity Incentives Severance Compensation Practices What We Do What We Do Not Do All members of our Compensation Committee are independent. We have double-trigger change in control arrangements. Clawback provisions provide our company with recourse in the event of material non-compliance with a financial reporting requirement that leads to a restatement. Restricted stock awards with long-term vesting periods provide executive officers with an incentive to make decisions that contribute to the long-term performance of our company. No pledging or hedging of our stock by directors, executives or employees. No exci se tax gross-ups upon a change in control. LTC PROPERTIES, INC. 6 2024 PROXY STATEMENT Table of Contents PROXY SUMMARY ESG Highlights: Purposeful and Disciplined Approach Visit our website to learn more about our ESG initiatives: www.LTCreit.com /ESG "We believe that our responsibilities as a corporate citizen are firmly aligned with our core business philosophy and recognize the importance of sharing more information about our activities and future goals to generate a deeper understanding of our business and our impact on society." – WENDY SIMPSON Chairman and Chief Executive Officer We have operated successfully through decades of fluctuating market and real estate cycles, consistently maintaining a steady hand on the tiller. This success was borne out of the multi-stakeholder approach we have utilized throughout our more than 30-year history. It underpins our corporate strategy, as well as our focus on long-term value creation for our operators, investors, employees, community partners, and other stakeholders. That has

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