LONG-TERM COMPENSATION

12 Months Ended

Dec. 31, 2022

Share-based Payment Arrangement [Abstract]

NOTE 12 – LONG-TERM COMPENSATION

Compensation Plans

We currently have:

•two plans under which outstanding options to purchase common stock, shares of restricted stock or restricted stock units have been granted to our officers, employees and non-employee directors (the 2006 Stock Plan for Directors and the 2012 Incentive Plan). Future grants are not permitted under any of these plans.

•one plan, the 2022 Incentive Plan, under which equity awards, including shares of restricted stock or restricted stock units, have been or may be granted to our officers, employees and non-employee directors;

•one plan under which certain non-employee directors have received or may receive deferred common stock in lieu of director fees (the Non-Employee Directors’ Cash Compensation Deferral Plan, formerly known as the Non-Employee Directors’ Deferred Stock Compensation Plan).

These plans are referred to collectively as the “Plans.”

During the year ended December 31, 2022, we were permitted to issue shares and grant options, restricted stock and restricted stock units only under the Executive Deferred Stock Compensation Plan, the Non-Employee Directors’ Cash Compensation Deferral Plan, the 2012 Incentive Plan and the 2022 Incentive Plan. The 2006 Stock Plan for Directors expired on December 31, 2012, and no additional grants were permitted under after that date. The Executive Deferred Stock Compensation Plan was terminated in early 2022. Authority to grant awards under the 2012 Plan expired when the 2022 Plan became effective; accordingly, no new grants were permitted under the 2012 Plan after September 30, 2022. The 2022 Incentive Plan was effective October 1, 2022 and grants starting on October 1, 2022 were awarded under this plan.

The number of shares initially reserved for issuance and the number of shares available for future grants or issuance under these Plans as of December 31, 2022 were as follows:

•Executive Deferred Stock Compensation Plan—0.6 million shares were reserved initially for issuance to our executive officers in lieu of the payment of all or a portion of their salary, at their option. None of our Executives has deferred shares pursuant to the Executive Deferred Stock Compensation Plan, and the Plan was terminated in early 2022. Accordingly, no shares were available for issuance under this Plan as of December 31, 2022.

•Non-Employee Directors’ Cash Compensation Deferral Plan—0.6 million shares were reserved initially for issuance to non-employee directors in lieu of the payment of all or a portion of their retainer and meeting fees, at their option, and 0.4 million shares were available for future issuance as of December 31, 2022.

•2012 Incentive Plan—10.7 million shares (plus the number of shares or options outstanding under the 2006 Plans as of December 31, 2012 that were or are subsequently forfeited or expire unexercised) were reserved initially for grants or issuance to employees and non-employee directors. Authority to grant awards under the 2012 Plan expired when the 2022 Plan became effective; accordingly, no new grants were permitted under the 2012 Plan after September 30, 2022.

•2022 Incentive Plan—11.4 million shares, plus any shares of common stock subject to awards granted under the 2012 Plan as of October 1, 2022, that expire, or for any reason are forfeited, cancelled or terminated either without such shares being issued or with such shares being forfeited (such shares the “2012 Plan Shares”) were reserved initially for grants or issuance to employees and non-employee directors, and 11.4 million shares were available for future issuance as of December 31, 2022.

Outstanding options issued under the Plans are exercisable at the market price on the date of grant, expire ten years from the date of grant, and are fully vested.

Stock Options

The following is a summary of stock option activity in 2022:


	Shares (000’s)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Intrinsic Value ($000’s)
Outstanding as of December 31, 2021	3,761	$	61.63
Options granted	—	—
Options exercised	(157)	55.50
Options forfeited	—	—
Options expired	(30)	55.99
Outstanding as of December 31, 2022	3,574	61.95		3.1	$	—
Exercisable as of December 31, 2022	3,574	61.95		3.1	$	—

Compensation costs for all share-based awards are based on the grant date fair value and are recognized on a straight-line basis during the requisite service periods, with charges primarily recorded in general, administrative and professional fees in our Consolidated Statements of Income. As of December 31, 2022, 2021 and 2020, there was no unrecognized compensation expense relating to stock options.

Aggregate proceeds received from options exercised under the Plans for the years ended December 31, 2022, 2021 and 2020 were $8.7 million, $9.0 million and $5.1 million, respectively. The total intrinsic value at exercise of options exercised during the years ended December 31, 2022, 2021 and 2020 was $0.7 million, $1.5 million and $1.3 million, respectively. There was no deferred income tax benefit for stock options exercised.

Restricted Stock and Restricted Stock Units

We recognize the fair value of shares of restricted stock and restricted stock units (including time-based and performance-based awards) on the grant date of the award as stock-based compensation expense over the requisite service period, with charges primarily to general, administrative and professional fees of $30.7 million, $31.9 million and $21.4 million in 2022, 2021 and 2020, respectively, in our Consolidated Statements of Income. Restricted stock and restricted stock unit awards to employees generally vest over a three year period, while awards to non-employee directors typically vest within two years. If provided in the applicable Plan or award agreement, the vesting of restricted stock and restricted stock units may accelerate upon a change of control (as defined in the applicable Plan) of Ventas and other specified events. In addition to customary change in control vesting provisions, awards generally vest on retirement provided certain conditions are met. Employees are typically not retirement eligible until age plus years of service equals 75, with a minimum age of 62; the retirement age for non-employee directors is 75.

The following is a summary of the status of our non-vested restricted stock and restricted stock units (including time-based and performance-based awards) as of December 31, 2022, and changes during the year ended December 31, 2022:


	Restricted Stock (000’s)	Weighted Average Grant Date Fair Value		Restricted Stock Units (000’s)	Weighted Average Grant Date Fair Value
Non-vested at December 31, 2021	448	$	50.96	1,047	$	52.84
Granted	43	55.52		449	57.07
Vested	(117)	51.15		(457)	57.66
Forfeited	(60)	51.14		(48)	68.19
Non-vested at December 31, 2022	314	51.47		991	52.13

As of December 31, 2022, we had $21.8 million of unrecognized compensation cost related to non-vested restricted stock and restricted stock units under the Plans. We expect to recognize that cost over a weighted average period of 1.5 years.

The total fair value at the vesting date for restricted stock and restricted stock units that vested during the years ended December 31, 2022, 2021 and 2020 was $29.6 million, $23.4 million and $19.8 million, respectively.

Employee and Director Stock Purchase Plan

We have in effect an Employee and Director Stock Purchase Plan (“ESPP”) under which our employees and directors may purchase shares of our common stock at a discount. Pursuant to the terms of the ESPP, on each purchase date, participants may purchase shares of common stock at a price not less than 90% of the market price on that date (with respect to the employee tax-favored portion of the plan) and not less than 95% of the market price on that date (with respect to the additional employee and director portion of the plan). We initially reserved 3.0 million shares for issuance under the ESPP. As of December 31, 2022, 0.2 million shares had been purchased under the ESPP and 2.8 million shares were available for future issuance.

Employee Benefit Plan

We maintain a 401(k) plan that allows eligible employees to defer compensation subject to certain limitations imposed by the Code. In 2022, we made contributions for each qualifying employee of up to 3.5% of his or her salary, subject to certain limitations. During 2022, 2021 and 2020, our aggregate contributions were approximately $1.6 million, $1.5 million and $1.6 million, respectively.