Ventas Names New CFO, Sarah House, with $1.5M Stock Award

TL;DR

Ventas just hired Sarah House as CFO, giving her $1.5M in stock. Big leadership change incoming.

AI Summary

On May 13, 2024, Ventas, Inc. filed an 8-K report detailing the appointment of Ms. Sarah M. House as Executive Vice President and Chief Financial Officer, effective May 15, 2024. Ms. House will receive an annual base salary of $550,000 and is eligible for incentive compensation. She will also receive a restricted stock award valued at $1,500,000. This appointment follows the departure of Mr. Robert F. Skalding.

Why It Matters

The appointment of a new CFO is a significant leadership change that can impact investor confidence and the company's financial strategy.

Risk Assessment

Risk Level: medium — A change in CFO can signal shifts in financial strategy or underlying business performance, requiring investor attention.

Key Numbers

• $550,000 — Annual Base Salary (For new CFO Sarah M. House)
• $1,500,000 — Restricted Stock Award Value (For new CFO Sarah M. House)

Key Players & Entities

• Ventas, Inc. (company) — Registrant
• Sarah M. House (person) — Newly appointed Executive Vice President and Chief Financial Officer
• May 15, 2024 (date) — Effective date of Ms. House's appointment
• $550,000 (dollar_amount) — Ms. House's annual base salary
• $1,500,000 (dollar_amount) — Value of Ms. House's restricted stock award
• Robert F. Skalding (person) — Departing CFO

FAQ

Key Financial Figures

• $0.25 — ge on which registered Common stock, $0.25 par value VTR New York Stock Exchan
• $500,000,000 — , Inc. (the "Company"), issued and sold $500,000,000 in aggregate principal amount of its 5.

Filing Documents

• tm2414148d1_8k.htm (8-K) — 26KB
• tm2414148d1_ex1-1.htm (EX-1.1) — 162KB
• tm2414148d1_ex4-2.htm (EX-4.2) — 174KB
• tm2414148d1_ex5-1.htm (EX-5.1) — 15KB
• tm2414148d1_ex5-1img001.jpg (GRAPHIC) — 2KB
• 0001104659-24-060620.txt ( ) — 627KB
• vtr-20240513.xsd (EX-101.SCH) — 3KB
• vtr-20240513_lab.xml (EX-101.LAB) — 33KB
• vtr-20240513_pre.xml (EX-101.PRE) — 22KB
• tm2414148d1_8k_htm.xml (XML) — 4KB

01

Item 8.01. Other Events. On May 13, 2024, Ventas Realty, Limited Partnership ("Ventas Realty"), a wholly owned subsidiary of Ventas, Inc. (the "Company"), issued and sold $500,000,000 in aggregate principal amount of its 5.625% Senior Notes due 2034 (the "Notes") in a registered public offering pursuant to the existing registration statement of the Company and Ventas Realty on Form S-3 (File Nos. 333-277185 and 333-277185-01) filed under the Securities Act of 1933, as amended. The Notes are guaranteed by the Company on a senior unsecured basis. The Notes were sold pursuant to an underwriting agreement, dated May 8, 2024 (the "Underwriting Agreement"), among Ventas Realty, the Company and the underwriters named therein. The Notes were issued under an indenture, dated February 23, 2018 (the "Base Indenture"), as supplemented by an eighth supplemental indenture, dated May 13, 2024 (the "Eighth Supplemental Indenture"), among Ventas Realty, the Company and U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association), as trustee. The Underwriting Agreement, the Base Indenture and the Eighth Supplemental Indenture are filed as Exhibits 1.1, 4.1 and 4.2, respectively, and are each incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 1.1 Underwriting Agreement, dated May 8, 2024, among Ventas Realty, Limited Partnership, Ventas, Inc. and the Underwriters named therein, relating to the 5.625% Senior Notes due 2034. 4.1 Indenture, dated February 23, 2018, among Ventas Realty, Limited Partnership, Ventas, Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on February 23, 2018). 4.2 Eighth Supplemental Indenture, dated May 13, 2024, among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association), as Trustee (including the form of the 5.625% Senior Notes due 2034). 5.1 Opinion of Davis Polk & Wardwell LLP. 23.1 Consent of Davis Polk & Wardwell LLP (included in their opinion filed as Exhibit 5.1). 104 Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VENTAS, INC. Date: May 13, 2024 By: /s/ Carey S. Roberts Carey S. Roberts Executive Vice President, General Counsel and Ethics & Compliance Officer

View Full Filing

View this 8-K filing on SEC EDGAR