Welltower Inc. Summary of Director Compensation for Non-Employee Directors
Welltower Inc. provides annual compensation to its non-employee directors, including a base retainer of $85,000 paid quarterly, with additional retainers for the Chairman and committee chairs. Directors receive extra payments for attending more than four board or committee meetings per year. Each non-employee director is also granted deferred stock units valued at $140,000 annually, which convert to common stock after one year and include dividend rights. This compensation is governed by the company’s 2016 Long-Term Incentive Plan.
EXHIBIT 10.16
WELLTOWER INC.
Summary of Director Compensation
For each calendar year, each non-employee member of the Board of Directors of Welltower Inc. (the “Company”) will receive an annual retainer of $85,000, payable in equal quarterly installments. If there is a non-employee director serving as the Chairman of the Board, such individual will receive an additional retainer of $125,000. Additionally, the chairs of the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee will receive additional retainers of $25,000, $20,000 and $15,000, respectively. If the Board of Directors holds more than four meetings in a year, each non-employee member of the Board will receive $1,500 for each meeting attended in excess of four meetings. With respect to the Audit, Compensation, Executive and Nominating/Corporate Governance Committees, if any of these committees holds more than four meetings in a year, each non-employee member of these committees will receive $1,000 for each meeting attended in excess of four meetings.
Each of the non-employee directors will receive, in each calendar year, a grant of deferred stock units with a value of $140,000, pursuant to the Company’s 2016 Long-Term Incentive Plan. The deferred stock units will be convertible into shares of common stock of the Company on the anniversary of the date of the grant. Recipients of the deferred stock units also will be entitled to dividend equivalent rights.
