OMEGA HEALTHCARE INVESTORS INC
For the period ended Jun 6, 2025. Filed Apr 22, 2025.
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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 6, 2025 · Filed Apr 22, 2025
Contents
Pay Versus Performance
We disclose the relationship between compensation for our CEO (PEO in the table) and the average of the other NEOs (Non-PEO NEOs in the table) and our financial performance for the years ended December 31, 2024, 2023, 2022, 2021 and 2020. Our executive officers’ compensation is derived using the totals from the Summary Compensation Table and compensation actually paid according to SEC rules (“CAP”).
Pay Versus Performance as of December****31, 2024
| · · · · · · · · · · · · · · · · | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| · · · · · · Average · · · · Value of Initial Fixed $100 · · · · Company | |||||||||
| · · · · · · Summary · · Average · · Investment Based On: · · · · Selected | |||||||||
| · · Summary · · · · Compensation · · "Compensation · · · Peer Group · · · · Measure: | |||||||||
| · · Compensation · · "Compensation · · Table Total for · · Actually Paid" to · · Total · · Total · · · · Relative | |||||||||
| · · Table Total for · · Actually" Paid · · Non-PEO · · Non-PEO · · Shareholder · · Shareholder · · Net · · FAD | |||||||||
| Year · · PEO · · to PEO (1) · · NEOs (2) · · NEOs (1)(2) · · Return (3) · · Return (3) · · Income (4) · · per Share (5) | |||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | (i) |
| 2024 | 13,551,267 | 41,819,500 | 4,795,299 | 14,943,811 | 136 | 115 | 417,804 | | 2.73 |
| 2023 | 12,148,773 | 22,492,482 | 4,625,981 | 7,848,240 | 102 | 98 | 248,796 | | 2.62 |
| 2022 | 11,001,108 | 21,789,017 | 4,211,903 | 7,525,681 | 85 | 85 | 438,841 | | 2.77 |
| 2021 | 10,374,954 | (5,361,058) | 3,981,576 | (2,175,687) | 82 | 105 | 428,302 | | 3.14 |
| 2020 | 10,453,238 | 9,435,746 | 4,104,077 | 3,190,857 | 93 | 90 | 163,545 | | 3.06 |
| (1) | The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” to our PEO and the average of our Non-PEO NEOs for each year, in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect actual compensation earned or paid during the respective year. In accordance with Item 402(v) of Regulation S-K, adjustments were made to total compensation for each year to determine the CAP, as provided in the “Adjustments to Pay Versus Performance Table” provided below. |
| (2) | The dollar amounts reported in columns (d) and (e) include compensation for all Non-PEO NEOs disclosed in the Summary Compensation Table. Steven Insoft, who was one of the Company’s NEOs in 2020, 2021 and 2022 and whose employment terminated effective January 1, 2022, is included with the Non-PEO NEO disclosures for 2020 and 2021 and excluded from the disclosures for 2022, 2023 and 2024. |
| (3) | Represents the cumulative Absolute TSR of the Company and the FTSE NAREIT Equity Health Care Index for the year ended December 31, 2020, for the two years ended December 31, 2021, the three years ended December 31, 2022, the four years ended December 31, 2023 and the five years ended December 31, 2024, assuming a $100 investment at the closing price on December 31, 2019 and the reinvestment of all dividends. |
| (4) | Net income as reported on the Company’s audited financial statements for the respective year. |
| (5) | Funds Available for Distribution per dilutive share, or FAD, is a non-GAAP financial measure. See “Compensation Discussion and Analysis – Our Compensation Decisions and Results for 2024 – 2024 Annual Cash Incentive Performance Goals and Results” for definition of FAD. |
As described in greater detail in the*“Compensation Discussion and Analysis”* section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders.
The most important financial performance measures used by the Company to link executive CAP to the Company’s NEOs, for the year ended December 31, 2024, to the Company’s performance are set forth in the unranked list below:
| | | | | |
|---|---|---|---|---|
| | FAD per share | | Absolute TSR | |
| | | Tenant Quality | | |
| | Leverage | | Relative TSR | |
| | 58 | |
|---|
Please see the*“Compensation Discussion and Analysis”* for more information on these measures and how they are taken into account in determining compensation for each of our NEOs.
CAP Relative to Company Performance Measures
| | 59 | |
|---|
Adjustments to Pay Versus Performance Table
| | | | | | |
|---|---|---|---|---|---|
| | 2024 | 2023 | 2022 | 2021 | 2020 |
| Adjustments to Determine Compensation "Actually Paid" for PEO | PEO($) | PEO($) | PEO($) | PEO($) | PEO($) |
| Subtract values reported in the Stock Awards and Option Awards columns of the Summary Comp Table | (10,815,000) | (9,972,490) | (9,151,997) | (8,635,010) | (8,117,974) |
| For any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the fiscal year, add the year end fair value | 17,642,495 | 11,620,884 | 11,600,647 | 4,587,972 | 8,511,118 |
| For any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year, add the increase (or subtract the decrease) in fair value by comparing the fair value at the end of the fiscal year with the fair value at the end of the prior fiscal year | 18,254,827 | 7,762,727 | 6,487,397 | (6,760,444) | (531,938) |
| For awards that are granted and vest in the same covered fiscal year, add the fair values as of the vesting date | N/A | N/A | N/A | N/A | N/A |
| For awards granted in prior years that vest in the covered fiscal year, add the increase (or subtract the decrease) in fair value by comparing the fair value on the vesting date with the fair value at the end of the prior fiscal period | 1,487,323 | 549,498 | (63,322) | (1,350,094) | (2,932,005) |
| For awards granted in prior years that are deemed to fail to meet the applicable vesting conditions during the covered fiscal year, subtract the fair value at the end of the prior fiscal period | N/A | (1,096,197) | (357,799) | (6,120,944) | N/A |
| For any dividends or other earnings paid on stock or option awards in the covered fiscal year before the vesting date, add such amount if it is not otherwise reflected in the fair value of such award or included in any other component of total compensation for the covered fiscal year | 1,698,587 | 1,479,287 | 2,272,983 | 2,542,508 | 2,053,307 |
| Total Adjustments | 28,268,232 | 10,343,709 | 10,787,909 | (15,736,012) | (1,017,492) |
| | | | | | |
| | 2024 | 2023 | 2022 | 2021 | 2020 |
| Adjustments to Determine Compensation "Actually Paid" for Non-PEO NEOs | Non-PEOs($) | Non-PEOs($) | Non-PEOs($) | Non-PEOs($) | Non-PEOs($) |
| Subtract values reported in the Stock Awards and Option Awards columns of the Summary Comp Table | (3,513,750) | (3,597,159) | (3,299,995) | (3,093,451) | (2,903,425) |
| For any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the fiscal year, add the year end fair value | 6,165,218 | 4,191,748 | 4,181,558 | 1,438,894 | 2,927,743 |
| For any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year, add the increase (or subtract the decrease) in fair value by comparing the fair value at the end of the fiscal year with the fair value at the end of the prior fiscal year | 6,355,014 | 2,294,800 | 2,320,818 | (2,296,404) | (178,264) |
| For awards that are granted and vest in the same covered fiscal year, add the fair values as of the vesting date | N/A | N/A | N/A | N/A | N/A |
| For awards granted in prior years that vest in the covered fiscal year, add the increase (or subtract the decrease) in fair value by comparing the fair value on the vesting date with the fair value at the end of the prior fiscal period | 533,518 | 196,507 | (22,578) | (498,646) | (1,099,545) |
| For awards granted in prior years that are deemed to fail to meet the applicable vesting conditions during the covered fiscal year, subtract the fair value at the end of the prior fiscal period | N/A | (392,706) | (127,970) | (2,133,004) | N/A |
| For any dividends or other earnings paid on stock or option awards in the covered fiscal year before the vesting date, add such amount if it is not otherwise reflected in the fair value of such award or included in any other component of total compensation for the covered fiscal year | 608,511 | 529,069 | 261,945 | 425,348 | 340,271 |
| Total Adjustments | 10,148,511 | 3,222,259 | 3,313,778 | (6,157,263) | (913,220) |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.