OMEGA HEALTHCARE INVESTORS INC

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 NEOs to align performance with enhanced stockholder value. The information below demonstrates how the compensation our NEOs received in 2024 was aligned with the Company’s performance.

Variable Pay Linked to Performance

For 2024, approximately 88% of our Chief Executive Officer’s total target compensation and 81% of the total target compensation for our other NEOs 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, 72% of our Chief Executive Officer’s target compensation for 2024 and 66% of our other NEOs’ target compensation for 2024 was in the form of equity-based compensation.

2024 Annual Cash Incentives Earned

For cash incentive awards earned in 2024, the Committee considered the Company’s strong operating performance in 2024, reflected by improvement in FAD, the maintenance of the Company’s dividend levels, the level of investment activity and execution on the Company’s goals, as well as the Company’s progress in resolving operator challenges. For 2024, our Chief Executive Officer earned an annual cash incentive equal to 155% of his target annual cash incentive, and the other NEOs earned annual cash incentives equal to, on average, 161% of their target annual cash incentive compensation, excluding Mr. Booth, whose employment terminated effective January 2, 2025. 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 2024 — 2024 Annual Cash Incentive Program Performance Goals and Results*.”*

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ANNUAL CASH INCENTIVE PAYOUTS 2020 – 2024

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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 NEOs 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 NEOs’ 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 NEOs will earn more than their target level of compensation and in periods when our Absolute TSR and Relative TSR underperform, our NEOs will earn less than their target level of compensation. See*“Our Compensation Decisions and Results for 2024 — Long-Term Equity Incentives for Three-Year Period commencing January 1, 2024 — Relative TSR Units and Absolute TSR Units.”*

Long-Term Incentive Compensation Earned in 2024

Our Relative TSR for the three-year performance period ended December 31, 2024 of approximately 1530 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, 2024 of 21.3% exceeded the high performance hurdle of 12%.

Therefore, based on the Company’s three-year Absolute TSR and Relative TSR performance, the Relative TSR-based and Absolute TSR-based equity incentives for the three-year period ended December 31, 2024 were earned at the high level, 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, 2024.”*

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 2024 — Performance Results for Long-Term Equity Incentives ended December 31, 2024.”*