OMEGA HEALTHCARE INVESTORS INC

Section 2 – Pay for Performance Alignment

Our Compensation Committee (sometimes referred to as the “Committee” within the CD&A of this Proxy Statement) has endeavored to structure the compensation program of our named executive officers to align performance with enhanced stockholder value. The information below demonstrates how the compensation our named executive officers received in 2023 was aligned with the Company’s performance.

Variable Pay Linked to Performance

For 2023, approximately 90% of our Chief Executive Officer’s total target compensation and 88% of the total target compensation for our other named executive officers was variable, performance-based compensation and/or at-risk (including annual cash bonus, annual performance-based equity awards, and annual time-based grants that are subject to stock price fluctuations). Further, 77% of our Chief Executive Officer’s target compensation for 2023 and 79% of our other named executive officers’ target compensation for 2023 was in the form of equity-based compensation.

2023 Annual Cash Incentives Earned

For cash incentive awards earned in 2023, the Committee considered the Company’s mixed operating performance in 2023, reflected by the maintenance of the Company’s dividend levels and execution on its goals, as well as the operator issues and rent challenges faced by the Company and the Company’s strong response to those issues. For 2023, our Chief Executive Officer earned an annual cash incentive equal to 114% of his target annual cash incentive, and the other named executive officers earned annual cash incentives equal to, on average, 116% of their target annual cash incentive compensation. The graph below contains the earned cash bonus payouts as a percentage of target over the most recent five fiscal years and depicts a pay for performance system that the Compensation Committee believes is well aligned. See “Our Compensation Decisions and Results for 2023 — 2023 Annual Cash Incentive Program Performance Goals and Results.”

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ANNUAL CASH INCENTIVE PAYOUTS 2019 – 2023

HISTORICAL CASH BONUS AWARDS AS A PERCENTAGE OF TARGET ALL NEOS

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Long-Term Incentive Compensation

Performance goals incorporated into our annual performance-based equity awards drive a significant portion of what our named executive officers actually earn over time by directly linking both Absolute TSR and TSR relative to an index (which we call “Relative TSR”) to the amounts earned over three-year performance periods, with 60% of the named executive officers’ target long-term compensation linked to objective Absolute TSR and Relative TSR metrics. As a result, in periods when our Absolute TSR and Relative TSR have superior performance, our named executive officers will earn more than their target level of compensation and in periods when our Absolute TSR and Relative TSR underperform, our named executive officers will earn less than their target level of compensation. See*“Our Compensation Decisions and Results for 2023 — Long-Term Equity Incentives for Three-Year Period commencing January 1, 2023 — Relative TSR Units and Absolute* TSR Units.”

Long-Term Incentive Compensation Earned in 2023

Our Relative TSR for the three-year performance period ended December 31, 2023 of approximately 400 basis points in excess of the Index exceeded the high performance hurdle of +300 basis points, and our Absolute TSR for the three-year performance period ended December 31, 2023 of 4.43% underperformed the threshold performance hurdle of 8%.

Therefore, while the Relative TSR-based equity incentives for the three-year period ended December 31, 2023 were earned, the Absolute TSR-based equity incentives for that period were not earned, reflecting strong alignment of pay and performance.

Our Relative TSR and Absolute TSR for these purposes are based on November and December average closing stock prices before the beginning and at the end of the three-year performance period. As a result, the numbers are different than shown in the “3-Year Total Return” bar chart under*“Absolute* TSR Annualized Performance for Multi-Year Periods ended December 31, 2023.”

For more detail and discussion regarding long-term incentive compensation earned and tracking over other three-year performance periods, see*“Our Compensation Decisions and Results for 2023 — Performance Results for Long-Term Equity Incentives ended December 31, 2023.”*

Consideration of Prior “Say-on-Pay” Advisory Votes

At our 2023 annual meeting of stockholders, holders of approximately 94.0% of the votes cast on such proposal approved the advisory vote (“say-on-pay”) on the 2022 compensation of our named executive officers, which was consistent with the level of support we received in 2022 and 2021 on our say-on-pay proposal and continued a long-term trend of significant shareholder support of 93% or higher in each of the last eight years. The Committee considered the results of the advisory vote when setting executive compensation for 2024 and plans to continue to do so in future executive compensation policies and decisions.

Say-on-Pay Support**

**(% of votes cast)