PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of Welltower. For further information concerning Welltower's pay for performance philosophy and how Welltower aligns executive compensation with its performance, refer to “Executive Compensation – Compensation Discussion and Analysis.” Our CEO is the principal executive officer (“PEO”). The following table sets forth information concerning the compensation of our PEOs and other NEOs for each of the fiscal years ending December 31, 2020, 2021, 2022, and 2023.


							Value of Initial Fixed $100 Investment Based On:
Year(1)	Summary Compensation Table Total for PEO ($) (1,2)	Summary Compensation Table Total for PEO ($) (1,3)	Compensation Actually Paid to PEO ($) (1,2 )	Compensation Actually Paid to PEO ($) (1,3)	Average Summary Compensation Table Total for Non-PEO NEOs ($) (1)	Average Compensation Actually Paid to Non-PEO NEOs ($) (1)	Total Shareholder Return(4) ($)		Peer Group Total Shareholder Return(5) ($)		Net Income Attributable to Common Stockholders (In thousands) ($) (6)	Normalized FFO per diluted share ($) (7)
2023	17,199,891	—	40,759,029	—	5,038,923	10,743,501	$	126.31	$	113.36	340,094	3.64
2022	14,266,935	—	5,919,677	—	4,121,683	2,497,577	$	89.10	$	99.68	141,214	3.35
2021	12,753,710	—	22,825,142	—	3,096,543	4,768,476	$	113.03	$	131.78	336,138	3.21
2020	9,557,434	14,589,584	5,290,290	(7,391,356)	2,590,052	1,401,426	$	82.51	$	92.00	978,844	3.56

(1)Amounts represent compensation actually paid to our PEO(s) and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined in accordance with SEC rules, which includes the individuals listed in the table below for each fiscal year.

Year

PEO

Non-PEO NEOS

2021-2023

Shankh Mitra

Timothy G. McHugh, John F. Burkart, Matthew G. McQueen, and Ayesha Menon

2020

Thomas J. DeRosa and Shankh Mitra

Timothy G. McHugh, Matthew G. McQueen, and Ayesha Menon

The dollar amounts reported as “compensation actually paid” are computed in accordance with the requirements of Item 402(v) of Regulation S-K and reflect “Total Compensation” as set forth in the Summary Compensation Table (“SCT”) for each year, adjusted as shown below (with equity values calculated in accordance with FASB ASC Topic 718):


Shankh Mitra, CEO	2023		2022		2021		2020
SCT Total	$	17,199,891	$	14,266,935	$	12,753,710	$	9,557,434
Less: Fair Value of Awards Reported in the SCT	(11,653,191)		(10,454,249)		(7,500,075)		(6,528,373)
Plus: Fair Value of Awards Granted in Year and Outstanding and Unvested at Year-End	19,380,298		7,822,060		14,018,154		4,703,812
Plus: Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End	11,237,147		(5,103,585)		2,964,149		(1,337,571)
Plus: Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year	4,594,884		(611,484)		589,204		(1,105,012)
Total Compensation Actually Paid	$	40,759,029	$	5,919,677	$	22,825,142	$	5,290,290

Thomas J. DeRosa, Former CEO	2023		2022		2021		2020
SCT Total							$	14,589,584
Less: Fair Value of Awards Reported in the SCT							(10,501,359)
Plus: Fair Value of Awards Granted in Year and Outstanding and Unvested at Year-End							—
Plus: Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End							—
Plus: Value of Awards Granted and Vested in the Year							2,533,763
Plus: Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year							(14,013,344)
Total Compensation Actually Paid							$	(7,391,356)

Average of Other NEOs	2023		2022		2021		2020
SCT Total	$	5,038,923	$	4,121,683	$	3,096,543	$	2,590,052
Less: Fair Value of Awards Reported in the SCT	(3,047,939)		(2,634,005)		(1,475,967)		(1,365,328)
Plus: Fair Value of Awards Granted in Year and Outstanding and Unvested at Year-End	5,046,550		2,018,683		2,563,124		846,041
Plus: Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End	2,819,526		(930,824)		427,784		(498,132)
Plus: Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year	886,441		(77,960)		156,992		(171,207)
Total Average Compensation Actually Paid	$	10,743,501	$	2,497,577	$	4,768,476	$	1,401,426

(2)PEO 1: Shankh Mitra has been our Chief Executive Officer since October 5, 2020.

(3)PEO 2: Thomas J. DeRosa was our Chief Executive Officer from April 14, 2014 to October 5, 2020.

(4)TSR is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between Welltower’s share price at the end of each fiscal year shown and the beginning of the measurement period by (b) Welltower’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2019.

(5)Peer group TSR is based on the FTSE Nareit Equity Health Care Index to which we compare our performance in our Form 10-K Stockholder Return Performance Presentation in Item 5.

(6)The dollar amounts reported represent the amount of net income (or loss) attributable to common stockholders reflected in Welltower’s audited financial statements for the applicable year.

(7)See Appendix A for a discussion and reconciliation of non-GAAP measures.

Named Executive Officers, Footnote