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

•one plan under which our non-employee directors may elect to defer receipt of all or a portion of their cash retainers and meeting fees and receive shares of common stock in lieu thereof at a later date chosen by the participating director (the Non-Employee Directors’ Cash Compensation Deferral Plan, formerly known as the Non-Employee Directors’ Deferred Stock Compensation Plan).

The number of shares initially reserved for issuance and the number of shares available for future grants or issuance under the Plans as of December 31, 2023 were as follows:

•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 11.0 million shares were available for future issuance as of December 31, 2023.

•Non-Employee Directors’ Cash Compensation Deferral Plan—0.6 million shares were reserved initially for issuance to participating 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, 2023.

In addition, we 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). New grants are not permitted under either of these plans.

Outstanding options, all of which were issued under the 2012 Plan, are exercisable at the market price on the date of grant, expire ten years from the date of grant, and are fully vested.


	Shares (000’s)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Intrinsic Value ($000’s)
Outstanding as of December 31, 2022	3,574	$	61.95
Options granted	—	—
Options exercised	(33)	51.85
Options forfeited	—	—
Options expired	(84)	56.91
Outstanding as of December 31, 2023	3,457	62.17		2.2	$	—
Exercisable as of December 31, 2023	3,457	62.17		2.2	$	—

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, 2023, 2022 and 2021, 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, 2023, 2022 and 2021 were $1.7 million, $8.7 million and $9.0 million, respectively. The total intrinsic value at exercise of options exercised during the year ended December 31, 2023 was immaterial. The total intrinsic value at exercise of options exercised during the years ended December 31, 2022 and 2021 was $0.7 million and $1.5 million, respectively. There was no deferred income tax benefit for stock options exercised.

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 $30.4 million, $30.7 million and $31.9 million in 2023, 2022 and 2021, 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

approximately one year from the date of grant. 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, 2023, and changes during the year ended December 31, 2023:


	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, 2022	314	$	51.47	1,128	$	51.38
Granted	—	—		620	51.15
Vested	(146)	51.80		(370)	50.58
Forfeited	(12)	51.67		(69)	41.34
Non-vested at December 31, 2023	156	51.30		1,309	52.03

As of December 31, 2023, we had $17.3 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 1.1 years. The total fair value at the vesting date for restricted stock and restricted stock units that vested during the years ended December 31, 2023, 2022 and 2021 was $25.0 million, $29.6 million and $23.4 million, respectively.

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, 2023, 0.2 million shares had been purchased under the ESPP and 2.8 million shares were available for future issuance.

We maintain a 401(k) plan that allows eligible employees to defer compensation subject to certain limitations imposed by the Code. In 2023, we made contributions for each qualifying employee of up to 4.0% of his or her salary, subject to certain limitations. During 2023, 2022 and 2021, our aggregate contributions were approximately $2.0 million, $1.6 million and $1.5 million, respectively.