OMEGA HEALTHCARE INVESTORS INC
For the period ended Jun 7, 2024. Filed Apr 23, 2024.
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Jun 7, 2024 · Filed Apr 23, 2024
Contents
Components of Our Executive Compensation Program
Section 4 – Components of Our Executive Compensation Program
Our named executive officers’ compensation currently has three primary components, which are discussed in more detail below:
| ● | annual base salary; |
| ● | annual cash incentive awards; and |
| ● | annual long-term equity incentive awards. |
Variable pay constitutes the majority of our executives’ compensation, which allows the Committee to reward superior performance and penalize underperformance, while the long-term equity incentive portions of our compensation programs serve to align the interests of our named executive officers with the interests of our stockholders.
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Objectives and Important Features of Our Executive Compensation Program
| Base Salary(Cash) | | ●Fixed level of cash compensation to attract and retain key executives in a competitive marketplace●Preserves an executive’s commitment during downturns | | ●Determined based on evaluation of individual executives, compensation, internal pay equity and a comparison to the peer group | ||
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| AnnualIncentive(Cash) | | ●Target cash incentive opportunity (set as a percentage of base salary) to encourage achievement of annual Company financial and operational goals●Assists in attracting, retaining and motivating executives in the near term | | ●Majority (70% for 2023) of incentive opportunity based on objective performance measures, which includes FAD per share, Tenant Quality and Leverage●A portion (30% for 2023) of the payout is also based on performance against individual-specific subjective goals | ||
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| Long-TermIncentive(EQUITY) | | RSUs and Profits Interest Units (Time-based) | ●Focuses executives on achievement of long-term financial and strategic goals and TSR, thereby creating long-term stockholder value●Assists in maintaining a stable, continuous management team in a competitive market●Maintains stockholder management alignment●Easy to understand and track performance●Limits dilution to existing stockholders relative to utilizing stock options | | ●40% of target annual long-term incentive awards in 2023●Provides upside incentive in up-market, with some down-market protection●Three-year cliff vest (subject to certain exceptions) | |
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| | PRSUs and Profits Interest Units (Performance-based) | | | ●60% of target annual long-term incentive award in 2023, requiring significant outperformance to achieve target●Three-year performance periods with the actual payout based on TSR and Relative TSR performance●Provides some upside in up-or down-market based on relative performance●Direct alignment with stockholders●Additional vesting once earned (25% per calendar quarter, subject to certain exceptions) for enhanced retention | ||
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