VTRNYSESEC EDGAREDGAR

Ventas, Inc.

Real Estate Investment Trusts·CHICAGO, IL·FY end 12/31·CIK 740260

Board of Directors

12 members · 11 independent · FY 2025
DirectorRoleTenureAgeCommitteesIndep.Annual fees
Melody C. BarnesDirector12y62NCG Governance and Corporate Responsibility$320,000
Theodore R. BigmanDirector2y63Investment$310,000
Debra A. CafaroChair27y68
Michael J. EmblerDirector4y62AuditInvestment$330,000
Matthew J. LustigDirector15y65Investment$315,000
Roxanne M. MartinoLead Independent Director10y69CompNCG Governance and Corporate Responsibility$384,478
Marguerite M. NaderDirector6y57AuditNCG Governance and Corporate Responsibility$330,000
Sean P. NolanDirector7y58CompNCG Governance and Corporate Responsibility$330,000
Walter C. RakowichDirector10y68AuditInvestment$345,000
Joe V. Rodriguez, Jr.Director2y64NCG Governance and Corporate Responsibility$310,000
Sumit RoyDirector4y56Investment$310,000
Maurice S. SmithDirector5y54AuditComp$335,000

Risk-factor diff

FY 2025 10-K vs. FY 2024
+127 new86 removed

Net-new paragraphs in the most recent 10-K's Item 1A. Companies rarely add risk language without a real reason — additions here are often a leading signal of management concerns.

NEW · FY 2025

Macroeconomic trends, including unfavorable trends relating to labor costs, unemployment, inflation, interest rates and exchange rates, may adversely impact our business, financial condition and results of operations.

NEW · FY 2025

Increased labor costs and a shortage of available skilled and unskilled workers may impact our or our managers’, tenants’ or borrowers’ workforce, including employees at our senior housing communities. To the extent we or our managers, tenants or borrowers cannot hire sufficient qualified workers, we or they may need to rely on high-cost alternatives to meet labor needs, including contract and overtime labor. In addition, we and our managers, tenants and borrowers compete with various other companies in attracting and retaining qualified and skilled personnel. Competitive pressures may require…

NEW · FY 2025

To the extent that we or our managers, tenants and borrowers are unable to navigate successfully the trends affecting our or their businesses and the industries in which we or they operate, we may be adversely affected.”

NEW · FY 2025

Many of our costs and the costs of our managers, tenants and borrowers, including operating and administrative expenses, interest expense and real estate acquisition and construction costs, are subject to inflation. Any increase in inflation that results in an increase in such costs could adversely affect our business, results of operation and financial condition. These costs include expenses for contracted services, utilities, repairs and maintenance and insurance and general and administrative costs including compensation costs and fees for technology and professional services. See also “—

NEW · FY 2025

We may face increased risks and costs associated with volatility in materials and labor prices or as a result of supply chain or procurement disruptions, which may adversely affect the status of our construction projects

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Policies & disclosures

Clawback, anti-hedging, stock ownership, and related-party policies will populate from extracted proxy sections.