OMEGA HEALTHCARE INVESTORS INC
For the period ended Jun 5, 2026. Filed Apr 21, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 5, 2026 · Filed Apr 21, 2026
Contents
Section 4 - Summary of Executive Compensation Program and
Section 4 – Summary of Executive Compensation Program and Governance Practices
To further align compensation to stockholder returns, our executive compensation programs are designed to attract and retain the highest quality executive talent possible and to provide meaningful incentives for our executive officers to strive to enhance stockholder value over both near- and longer-term periods by aligning their total compensation with the Company’s performance. Below is a summary of certain executive compensation programs and governance practices — both the practices implemented to drive performance and the practices we have avoided because we do not believe they would serve our stockholders’ long-term interests.
Our compensation system seeks to maintain best practices and support strong corporate governance.
| | ||||
| What We Do | | | What We Do Not Do | |
|---|---|---|---|---|
| ✓ | We balance our incentive programs to provide an appropriate mix of annual and longer-term incentives, with long-term incentive compensation comprising a substantial percentage of target total compensation. | | ✘ | We do not guarantee annual salary increases or bonuses, and Omega generally has no guaranteed commitments to grant any equity-based awards. |
| ✓ | A substantial percentage of target total compensation is based on performance; we pay for performance that has a direct alignment with Absolute TSR and Relative TSR performance, among other performance goals. Salaries comprise a relatively modest portion of each NEO’s overall compensation opportunity. | | ✘ | We have not historically adjusted our annual incentive plans, modified performance hurdles, substituted performance metrics or delayed approval of goals due to unexpected events, including the impacts of the pandemic on our business, notwithstanding reduced earning of long-term incentive awards in recent years. |
| ✓ | We use multiple performance measures as well as different performance measures for cash bonuses and multi-year equity awards, which mitigates compensation-related risk. We also measure performance across various performance periods. | | ✘ | We do not encourage unnecessary or excessive risk taking; incentive awards are not based on a single performance measure and do not have guaranteed minimum or uncapped payouts. |
| ✓ | We enhance executive officer retention with time-based vesting schedules for certain equity incentive awards to provide a balance with performance-based awards. | | ✘ | We do not allow hedging or pledging of Company stock by executive officers (or other employees or directors). |
| ✓ | We use the market median of our peer group as the starting point for determining the right form and amount of compensation for each NEO but also take into account qualitative factors such as an individual’s experience, skill sets, prior performance and other relevant considerations | | ✘ | We do not pay dividends on unearned performance shares (other than fractional distributions on Profits Interest Units, which are made for tax reasons). |
| ✓ | We aim for aggregate target annual compensation for the NEOs to be generally in line with the median aggregate annual compensation for the top five executive officers of the peer group. | | ✘ | We do not pay excise tax gross-ups with respect to payments made in connection with a change in control. |
| ✓ | We have robust stock ownership guidelines for our senior officers and directors. | | ✘ | We do not provide any significant perquisites. |
| ✓ | We engage an independent compensation consultant selected by our Compensation Committee to advise the Committee on compensation matters. | | ✘ | We do not provide for single trigger vesting of equity incentives upon a change in control. |
| ✓ | We have a Compensation Committee comprised solely of independent directors. | | | |
| ✓ | We maintain a clawback policy that, in the event of a financial restatement, authorizes the Company to recover certain incentive compensation paid to executive officers | | | |
What We Pay and Why
Following is a summary of (i) the Compensation Committee’s objectives for the compensation of our NEOs and (ii) how the Compensation Committee believes its decisions on executive officer compensation achieve the stated objectives:
| | | ●●●●● stock. |
|---|---|---|
| objectives | | ●Reward performance and initiative.●Attract, retain and reward executive officers who have the motivation, experience and skills to continue our track record of profitability, growth and attractive Absolute and Relative TSR.●Be competitive with other REITs viewed as competitors for executive talent.●Link compensation with enhancing stockholder value. For example, no performance-based equity awards were earned or vested for the three-year period ended December 31, 2021 for our executives and no Absolute TSR-based performance awards were earned or vested for the three-year periods ended December 31, 2022 and December 31, 2023, reflecting strong alignment of pay with performance.●Reward for short-term and long-term successes, particularly measured in terms of growth in FAD per share and Tenant Quality, Leverage, Absolute TSR and Relative TSR performance.●Encourage and facilitate our executive officers’ ability to achieve meaningful levels of ownership of our common stock. |
| how omega accomplishes its objectives | | ●While we do not employ a formula, base salary generally comprises a relatively small portion of each NEO’s total target pay.●Annual cash bonus generally comprises a significant portion but less than a quarter of each NEO’s total target pay.●A majority of each NEO’s total target compensation is structured as performance-based using a combination of annual cash bonus and long-term incentive equity awards; a component of the annual cash bonus also includes subjective objectives specific to each NEO.●We do not target a specific percentile range within the Company’s peer group when determining an individual NEO’s pay; instead, the Compensation Committee uses the peer group median as the starting point and reviews market data from the peer group and internal pay equity as two of several reference points useful for determining compensation for each NEO.●We utilize a variety of objective performance goals that we consider key drivers of value creation to minimize the potential risk associated with over-weighting any particular performance measure. Goals have historically included FAD per share, Tenant Quality, Leverage, Absolute TSR and Relative TSR.●The ultimate value of performance-based long-term incentive equity awards is dependent on both the Company’s future Absolute TSR and Relative TSR as compared to a REIT index. We think using both performance measures, together with time-based equity awards, provides a balanced approach that does not motivate excessive risk taking. |
Independent Compensation Consultant
The Committee has retained Ferguson Partners Consulting L.P. (“FPC”) as its independent compensation consulting firm to advise the Committee with respect to the compensation of our NEOs and the compensation of our directors. FPC has been engaged to provide the Committee with relevant data concerning the marketplace, benchmarking against our peer group and FPC’s own independent analysis and recommendations concerning executive compensation. At the direction of the Nominating and Corporate Governance Committee of the Board, the Company also engaged FPC to provide leadership consulting services in 2025 in connection with the Company’s succession planning efforts.
Peer Group Benchmarking
The Committee benchmarks NEO compensation in relation to a peer group of public equity REITs identified by FPC as being comparable to the Company based on one or more of the following factors:
| ● | similarity to Omega in terms of property focus; |
| ● | net lease structure; |
| ● | market capitalization; and |
| ● | geographic business region. |
The Committee endeavors to minimize changes to the peer group to maintain consistency of year-over-year comparisons. For 2025, the Committee revised the peer group composition from the prior year to remove Medical Properties Trust due to its business challenges and low level of shareholder support for its pay practices, as well as Physicians Realty Trust due to its acquisition by Healthpeak Properties in March 2024, and Spirit Realty Capital, due to its acquisition by Realty Income in January 2024. In addition, the Committee added to the peer group Agree Realty Corporation, Broadstone Net Lease and EPR Properties, which are net lease REITs and, in the case of Agree Realty Corporation and EPR Properties, approximate the Company’s size. The Committee otherwise adopted the peer group that had been in place in 2024.
The 2025 peer group is shown below.
| | | | | | | |
|---|---|---|---|---|---|---|
| | | | | | | Market |
| | | Exchange/ | | | | Capitalization |
| Peer | | Symbol | | Industry | | ($MM) |
| Welltower Inc. | | NYSE:WELL | | Health Care | | $129,279 |
| Ventas, Inc. | | NYSE:VTR | | Health Care | | $36,750 |
| W. P. Carey Inc. | | NYSE:WPC | | Diversified | | $14,104 |
| Omega Healthcare Investors, Inc. | | NYSE:OHI | | Health Care | | $13,104 |
| Gaming and Leisure Properties, Inc. | | NYSE:GLPI | | Casino | | $12,649 |
| Healthpeak Properties, Inc. | | NYSE:DOC | | Health Care | | $11,176 |
| Federal Realty Investment Trust | | NYSE:FRT | | Shopping Center | | $8,696 |
| Agree Realty Corporation | | NYSE:ADC | | Other Retail | | $8,646 |
| NNN REIT, Inc. | | NYSE:NNN | | Other Retail | | $7,527 |
| STAG Industrial, Inc. | | NYSE:STAG | | Industrial | | $7,021 |
| Healthcare Realty Trust Incorporated | | NYSE:HR | | Health Care | | $5,960 |
| Sabra Health Care REIT, Inc. | | NASDAQ:SBRA | | Health Care | | $4,767 |
| EPR Properties | | NYSE:EPR | | Diversified | | $3,800 |
| Broadstone Net Lease, Inc. | | NYSE:BNL | | Diversified | | $3,325 |
Source: S&P Global as of December 31, 2025
OMEGA AS COMPARED TO 2025 PEER GROUP(as of December 31, 2025)
Compensation Setting Process
The Committee uses data and information provided by FPC, including comparisons of Omega’s executive compensation programs to those of Omega’s peer group, to assist the Committee in undertaking a comprehensive annual review to establish base salaries and the terms and conditions of annual cash bonus opportunities and long-term incentive awards of our executive officers. In addition, our Chief Executive Officer provides the Committee information regarding management’s performance as well as other factors the Chief Executive Officer believes should impact the compensation of our NEOs. The Committee also requests and receives recommendations from our Chief Executive Officer regarding the compensation for each of the NEOs and the business and performance targets for long-term incentive awards and annual cash bonuses for each NEO.
Market data provided by FPC is an important tool for analysis and decision-making. The Committee considers the recommendations of FPC and our Chief Executive Officer in applying its own independent judgment in determining the compensation of our NEOs. In reaching compensation decisions, the Committee also considers the decision-making responsibilities of each position and the experience, work performance, team building and talent development skills of each NEO, as well as the Company’s overall performance and the achievement of our strategic objectives and budgets during the prior year. The ultimate determination of the compensation that will be paid to our NEOs and the elements that comprise that compensation are made solely by the Committee.
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