OMEGA HEALTHCARE INVESTORS INC

For the period ended Jun 6, 2025. Filed Apr 22, 2025.

About this filing

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

OHI$48.19+0.4%Stored close · as of Nov 6, 2026

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Contents

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information you should consider. Please read the entire Proxy Statement carefully before voting.

Annual Meeting Logistics


WHENJune 6, 2025 at 10:00 am EDT		WEBCASTvirtualshareholdermeeting.com/OHI2025		RECORD DATEApril 9, 2025

Voting Guide

PROPOSAL1	Election of eight DirectorsThe Board of Directors recommends that you vote FOR each director nominee. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our company.	OUR BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE
PROPOSAL2	Ratification of the selection of Ernst & Young LLP as our independent auditor for fiscal year 2025 The Board of Directors recommends that you vote FOR the ratification of Ernst & Young LLP (“EY”). We believe EY has sufficient knowledge and experience to provide our company with a wide range of accounting services that are on par with the best offered in the industry.	OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
PROPOSAL3	Advisory Approval of the Company’s Executive Compensation (“Say-on-Pay”)The Board of Directors recommends that you vote FOR the “say-on-pay” advisory proposal because our compensation program attracts top talent commensurate with our peers and reinforces our “Pay for Performance” philosophy.	OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
PROPOSAL4	Amendment to OUR Charter to Increase the Number of Authorized Shares of our Common Stock The Board of Directors recommends you vote FOR the Charter amendment proposal to increase our authorized shares of our common stock. We believe that the availability of additional shares is essential for Omega to successfully pursue its investment strategy and will also enhance Omega’s flexibility in connection with general corporate purposes, such as equity offerings and acquisitions or mergers.	OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL

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Director Election (Page 8) Our Board of Directors currently consists of eight directors.

Our Nominating and Corporate Governance Committee of the Board of Directors has nominated Craig R. Callen, Kapila K. Anand, Dr. Lisa C. Egbuonu-Davis, Barbara B. Hill, Kevin J. Jacobs, C. Taylor Pickett, Stephen D. Plavin, and Burke W. Whitman for re-election as directors. Each of the nominees for re-election is an incumbent director. Unless authority to vote for the election of directors has been specifically withheld, the persons named in the accompanying proxy card intend to vote FOR the election of the nominees named above to hold office until the 2026 Annual Meeting or until their respective successors have been duly elected and qualified.

If any nominee becomes unavailable for any reason (which event is not anticipated), the shares represented by the enclosed proxy may (unless the proxy contains instructions to the contrary) be voted for such other person or persons as may be determined by the holders of the proxies.

Below we included selected information regarding each of our eight director nominees for election at the 2025 Annual Meeting.

Name and Principal Occupation · Age · Director Since · Other Public Company Boards · Committee Memberships
Audit · Compensation · Investment · Nominating & Corporate Governance
Craig R. Callen		69	2013
Kapila K. Anand	71	2018	1
Dr. Lisa C. Egbuonu-Davis	67	2021	2
Barbara B. HillOperating PartnerNexPhase Capital	72	2013	1
Kevin J. JacobsChief Financial Officer & President Global DevelopmentHilton Worldwide Holdings Inc.	52	2020
C. Taylor PickettChief Executive OfficerOmega Healthcare Investors, Inc.	63	2002	1
Stephen D. PlavinSenior Managing DirectorBlackstone Group	65	2000
Burke W. WhitmanChief Executive OfficerColmar Holdings LLC	69	2018	1
Number of meetings in 2024				4	4	6	4

= Committee Chair= Committee Member = Chair of the Board

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Director Diversity(Page 17)

Below we have included selected information regarding the diversity and skills of our directors, with further explanation included on pages 17 to 18.


Age	Tenure	Gender

Director Skills and Experience (Page** 18) **Below we have included selected information regarding the experience of our directors, with further explanation included on page 18.


	of 8 nominees


leadership			8


accounting			6


Real estate			6


Health care			6


sitting executive			3


investment			7


CYBER			4


Corporate Sustainability			5


LEGAL/REGULATORY		5


HUMAN CAPITAL			7

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Financial Performance Highlights(Page 31)

Below we have included selected financial performance highlights for the Company as of December 31, 2024.

✓	We outperformed the FTSE Nareit Equity Health Care Index and MSCI US REIT Index on a 1-, 3-, 5-, and 10-year basis based on our 2024 year-end total shareholder return, as shown below.

TOTAL SHAREHOLDER RETURN (“Absolute TSR”) ANNUALIZED PERFORMANCE FOR PERIODS ENDED DECEMBER 31, 2024, Relative to indices

OHI = Omega Healthcare Investors, Inc.NAREIT = FTSE Nareit Equity Health Care IndexMSCI = MSCI US REIT Index

Absolute TSR figures above are per S&P Global and are calculated using stock/index prices at the beginning and end of the stated period, assuming the reinvestment of dividends.

Executive Compensation Highlights(Page 38)

Below we have included selected executive compensation highlights for the Company for fiscal year 2024(1).


ceo target compensation mix	avg. other neos target compensation mix

(1)	Includes 2024 target compensation for Mr. Booth, including a target annual cash bonus, although he was not eligible to receive the annual cash bonus due to the termination of his employment effective January 2, 2025.

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Summary of 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

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 2024) of incentive opportunity based on objective performance measures, which includes Funds Available for Distribution (“FAD”) per Share, Tenant Quality and Leverage●A portion (30% for 2024) of the payout is also based on performance against individual-specific subjective goals

Long-TermIncentive(EQUITY)	●Focuses executives on achievement of long-term financial and strategic goals and Absolute TSR and TSR relative to an index of healthcare peer REITs (“Relative 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	RSUs and Profits Interest Units (Time-based)	●40% of target annual long-term incentive awards in 2024●Provides upside incentive in up-market, with some down-market protection; supports retention●Three-year cliff vest (subject to certain exceptions)

	PRSUs and Profits Interest Units (Performance-based)	●60% of target annual long-term incentive award in 2024, requiring significant outperformance to achieve target●Three-year performance periods with the actual payout based on Absolute TSR (45%) and Relative TSR performance (55%)●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



	SAY-ON-PAYAt our 2024 annual meeting of stockholders, holders of approximately 94.5% of the votes cast on such proposal approved the advisory vote (“say-on-pay”) on the 2023 compensation of our named executive officers (referred herein as our “NEOs”), which was consistent with the level of support we received in 2023 and 2022 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 nine years. The Committee considered the results of the advisory vote when setting executive compensation for 2025 and plans to continue to do so in future executive compensation policies and decisions.
	CLAWBACK POLICYOur Board voluntarily adopted a formal clawback policy in 2019 that applies to incentive compensation and in 2023 adopted a revised policy consistent with Securities and Exchange Commission (“SEC”) and New York Stock Exchange (“NYSE”) requirements for clawback policies.

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Governance Highlights(Page 34)

Below we have included selected governance highlights of the Company.

accountability●Annual Election of Directors. Our Board consists of a single class of directors who stand for election each year.●Proxy Access. Our Bylaws grant stockholders meeting certain eligibility requirements the right to nominate director candidates and require us to include in our proxy materials for an annual meeting stockholder-nominated director candidates up to the greater of two director seats or 20% of the Board.●Board Evaluations. Our directors undergo annual evaluations of the Board as a whole and each director individually.●Annual Say-on-Pay. We annually submit “say-on-pay” advisory votes for our stockholders’ consideration and vote.independence●Chair and CEO Roles Separated. Our independent Chair of the Board provides independent leadership for our Board.●Executive Sessions of Our Board. An executive session of independent directors is generally held at each regularly scheduled Board and Committee meeting.●7/8 directors are independent. All of the members of the Board of Directors meet the NYSE listing standards for independence, other than our CEO, Mr. Pickett. Each of the members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee meets the NYSE listing standards for independence.		compensation practices●Stock Ownership Guidelines. We have stock ownership guidelines for our senior officers and our non-employee directors.●Anti-Hedging and Anti-Pledging. Our directors, officers and employees are subject to anti-hedging and anti-pledging policies.risk management●Enterprise Risk Management. Our Board reviews the Company’s risks and enterprise risk management processes, and our Audit Committee reviews the Company’s policies with respect to risk assessment and risk management, at least annually.●Cybersecurity Training. We provide cybersecurity training to our directors, officers and employees at least annually.●Portfolio & Investment Risk Management. We manage portfolio and investment risk by, among other things, seeking Investment Committee and/or Board approval for new investments over designated thresholds and providing detailed underwriting information on such proposed investments to the Investment Committee or the Board, as the case may be. Corporate Sustainability oversight●Corporate Sustainability Website. In 2024, we updated our corporate sustainability website that launched in 2021, www.omegahealthcare.com/sustainability.●Compliance. Also in 2024, we continued implementing mandatory compliance training for our Board members and employees.

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