Ventas Inc

2023 Pay vs. Performance

Pay vs. Performance Table

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about “Compensation Actually Paid,” as defined by the SEC and in Footnote 2 below, and certain financial performance of the Company.

(1)The Named Executive Officers in the fiscal years identified above were:

(2)“Compensation Actually Paid”is defined by the SEC as the total compensation reported in the Summary Compensation Table for the applicable fiscal year adjusted as follows:

(3)Total Shareholder Return and FTSE Nareit Equity Health Care Index Total Shareholder Return reflect the return a stockholder would have recognized at the end of each of the fiscal years shown had they invested $100 in the Company or the FTSE Nareit Equity Health Care Index, respectively, on January 1, 2000. We have chosen to include the FTSE Nareit Equity Health Care Index TSR as our peer group TSR in this table as this is one of the primary measures of performance used in our long-term incentive plan.

(4)Normalized FFO/Share is one of the primary measures used in our Annual Incentive Plan. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. However, because real estate values historically have risen or fallen with market conditions, many industry investors deem presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. For that reason, we consider Funds From Operations attributable to common stockholders (“FFO”) and Normalized FFO to be appropriate supplemental measures of operating performance of an equity REIT. For information regarding the calculation of Normalized FFO, please see Appendix A. To calculate Normalized FFO on per share basis, Normalized FFO is divided by weighted average diluted shares as set forth in Note 15 of our 2023 Form 10-K.

Relationship Between Compensation Actually Paid and Financial Performance Measures

The line graphs below compare Compensation Actually Paid to our CEO and the average Compensation Actually Paid to our Other NEOs to (i) our cumulative TSR, (ii) FTSE Nareit Equity Health Care Index TSR (“Nareit TSR”), (iii) our Net Income (Loss) and (iv) our Normalized FFO/Share, in each case, for the fiscal years ended December 31, 2020, 2021, 2022 and 2023.

TSR amounts assume an initial fixed investment of $100, and that any dividends were reinvested.

Compensation Actually Paid Versus Cumulative TSR

Compensation Actually Paid Versus Net Income (Loss) (in $000s)

Compensation Actually Paid Versus Normalized Funds from Operations per Share ($)

Key Financial Performance Measures

The following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our Named Executive Officers for the fiscal year ended December 31, 2023 to company performance:

Financial Performance Measures Linked to the Compensation of Named Executive Officers

Normalized FFO per Share

Fixed Charge Coverage

TSR Relative to the FTSE Nareit Equity Health Care Index

TSR Relative to the MSCI U.S. REIT Index

Net Debt to Further Adjusted EBITDA

See the discussions of our annual and long-term incentive programs in “Compensation Discussion & Analysis” for further information regarding the use of these metrics in our executive compensation program.