Welltower

On October 23, 2019, Gary Whitelaw, a member of the Board of Directors of Welltower Inc. (the “ Company ”), notified the Company of his intention to resign from the Company’s Board of Directors (the “ Board ”), effective October 23, 2019. Mr. Whitelaw has indicated that his departure from the Board was not the result of any disagreement with management or the Board, but was in order for Mr. Whitelaw to focus on his new executive responsibilities related to the merger of Bentall Kennedy and GreenOak Real Estate. 2

Effective September 4, 2019, the Company’s Board of Directors (the “Board”) appointed Tim McHugh, age 35, as the Company’s Senior Vice President – Chief Financial Officer. Previous to this appointment, Mr. McHugh served as the Company’s Senior Vice President – Corporate Finance since August of 2018, overseeing the Company’s Capital Markets and Corporate Finance functions and having responsibility for the Company’s combined Financial Planning and Analysis and Portfolio Management functions. Prior to that service, Mr. McHugh served as Vice President – Finance and Investments, and also served as the Company’s Treasurer. Prior to joining the Company in 2016, Mr. McHugh worked at RREEF Management, currently known as DWS Investments, where he was responsible for investing in the healthcare, office and specialty sectors. In connection with Mr.

On July 1, 2019, the Company entered into a Resignation Agreement (the “Resignation Agreement”) with Mercedes T. Kerr regarding the terms of her departure. Ms. Kerr served as the Company’s Executive Vice President – Business and Relationship Management until July 1, 2019, when her resignation became effective. Ms. Kerr’s resignation was previously disclosed by the Company in its Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on May 21, 2019, when the Company reported that Ms. Kerr would be leaving the Company in order to assume the role of President of Belmont Village Senior Living. Ms. Kerr will receive the benefits set forth in the Resignation Agreement.

Mercedes Kerr, who currently serves as the Executive Vice President, Business & Relationship Management of Welltower Inc. (the “Company”), will leave her current role on July 1, 2019 in order to assume the role of President of Belmont Village Senior Living, effective as of September 3, 2019.

On April 30, 2019, Mr. Timothy J. Naughton informed the Board of Directors (the “Board”) of Welltower Inc. (the “Company”) that he would not stand for election at the Annual Meeting of Shareholders of the Company (the “Annual Meeting”). Mr. Naughton resigned from his role as a director of the Company, effective as of May 2, 2019, immediately prior to the Annual Meeting that was held on the same day. Mr. Naughton’s decision not to stand for election is not the result of any disagreement with the Company on any matter related to the Company’s operations, policies, or practices.

On February 7, 2019, the Board of Directors (the “Board”) of Welltower Inc. (the “Company”) increased the size of the Board from twelve to thirteen members and elected Kathryn Sullivan to the Board. Additionally, on February 7, 2019, Geoffrey G. Meyers and Judith C. Pelham informed the Board of their decisions not to stand for reelection to the Board at the Company’s next annual meeting. Mr. Meyers and Ms. Pelham will continue to serve as directors until the annual meeting, at which point the Board will be reduced in size to eleven members. Ms. Sullivan will be compensated for her service as director on the same basis as other non-employee directors of the Company.

On November 30, 2018, the Board of Directors (the “Board”) of Welltower Inc. (the “Company”) increased the size of the Board from ten to twelve members and elected Karen DeSalvo and Johnese Spisso to the Board. Ms. DeSalvo and Ms. Spisso will be compensated for their service as directors on the same basis as other non-employee directors of the Company. Compensation for the Company’s non-employee directors is described in the Company’s Proxy Statement for its 2018 Annual Meeting of Shareholders as filed with the Securities and Exchange Commission on March 23, 2018 (the “Proxy Statement”). On November 30, 2018 the Board approved increases from the compensation amounts disclosed in the Proxy Statement of $10,000 and $20,000, respectively, in the non-employee director annual cash fee and grant of deferred stock units pursuant to the 2016 Long-Term Incentive Plan.

On March 20, 2018, Welltower Inc. (the “Company”) appointed Joshua Fieweger, age 37, as the Company’s Vice President – Controller, effective March 20, 2018. Mr. Fieweger joined the Company in August of 2011. Since that time, he has held leadership positions in the Company’s Accounting Department and has developed a deep knowledge of the Company’s business and all aspects of Corporate Accounting. Previous to this appointment as Vice President – Controller, Mr. Fieweger served as the Company’s Vice President - Accounting since December of 2014, where he was responsible for supervising the accounting function for the Company’s Seniors Housing Triple-Net and Operating segments. Prior to joining the Company, Mr.

On October 3, 2017, Welltower Inc. (the “Company”) entered into a Resignation Agreement (the “Resignation Agreement”) with Scott A. Estes. Mr. Estes served as the Company’s Executive Vice President – Chief Financial Officer until October 3, 2017, when he entered into the Resignation Agreement. Mr. Estes will receive the benefits set forth in Section 5(a) of his employment agreement, which was previously filed with the Securities and Exchange Commission (the “Commission”) on Form 10-Q on July 28, 2017. A description of these benefits is contained in the Company’s Current Report on Form 8-K filed with the Commission on June 22, 2017. The agreement also includes a customary release by Mr. Estes of claims against the Company and its affiliates. Mr.

On July 26, 2017, the Board of Directors of Welltower Inc. (the “Company”) appointed Gary Whitelaw as a member of the Board of Directors, which increased the size of the Board of Directors from ten to eleven directors. Mr. Whitelaw will be a member of the Nominating/Corporate Governance and Investment Committees. Mr. Whitelaw will be compensated for his service as a director on the same basis as other non-employee directors of the Company. Compensation for the Company’s non-employee directors is described in the Company’s Proxy Statement for its 2017 Annual Meeting of Shareholders as filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2017 and the Summary of Director Compensation as filed with the SEC as an exhibit to the Company’s Form 10-Q for the quarter ended June 30, 2017.

On June 16, 2017, Welltower Inc. (the “Company”) entered into amended and restated employment agreements with Scott A. Estes (the “Estes Agreement”) and Mercedes T. Kerr (the “Kerr Agreement” and together with the Estes Agreement, the “Employment Agreements”), each of which is effective as of June 16, 2017. The Estes Agreement replaces the Second Amended and Restated Employment Agreement between Mr. Estes and the Company, dated December 29, 2008, and the Kerr Agreement replaces the Employment Agreement between Ms. Kerr and the Company, dated October 4, 2016. Pursuant to the Estes Agreement, Mr. Estes will continue to serve as the Executive Vice President – Chief Financial Officer of the Company until January 31, 2019.

On February 10, 2017, Welltower Inc. (the “Company”) entered into a Retirement Agreement (the “Retirement Agreement”) with Jeffrey H. Miller regarding the terms of his retirement. Mr. Miller served as the Company’s Executive Vice President and Chief Operating Officer until January 31, 2017 when his employment with the Company ended. Mr. Miller’s retirement was previously disclosed by the Company in its Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on January 6, 2017. Following Mr. Miller’s retirement, the position of Chief Operating Officer was eliminated. Mr. Miller will receive the benefits set forth in Section 5(a) of his employment agreement, which was previously filed with the Commission on Form 10-K on March 2, 2009.

On February 6, 2017, Welltower Inc. (the “Company”) entered into a Separation Agreement (the “Separation Agreement”) with Scott M. Brinker. Mr. Brinker served as the Company’s Chief Investment Officer until January 3, 2017, when the position of Chief Investment Officer was eliminated, which was previously disclosed in the Company’s Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on January 6, 2017. Mr. Brinker will receive the benefits set forth in Section 5(a) of his employment agreement, which was previously filed with the Commission on Form 10-Q on May 7, 2013. A description of these benefits is contained in the Company’s most recent proxy statement filed with the Commission on March 24, 2016. The agreement also includes a customary release by Mr. Brinker of claims against the Company and its affiliates and a mutual non-disparagement covenant. Mr.

On January 3, 2017, Welltower Inc. (the “Company”) entered into a new Employment Agreement with Thomas J. DeRosa, the Company’s Chief Executive Officer, which will become effective on April 14, 2017, after the expiration of his current employment agreement. Pursuant to the new Employment Agreement, Mr. DeRosa will continue to serve as the Chief Executive Officer of the Company until April 13, 2020. He will receive an annual base salary of $1,000,000, together with a target bonus opportunity under the Company’s annual cash bonus plan equal to 175% of his annual base salary and annual long-term stock awards under terms and conditions to be determined by the Compensation Committee. The Company will also lease an automobile for Mr. DeRosa’s use during the term of his employment. If Mr.

On June 10, 2016, Erin C. Ibele, the Executive Vice President, Head of Human Capital and Corporate Secretary of Welltower Inc. (the “Company”) informed the Company that she will retire from her current position with the Company on June 30, 2016. In connection with Ms. Ibele’s retirement, the Company has agreed to enter into an agreement (the “Agreement”) regarding the terms of her retirement that will become effective on June 30, 2016. Ms. Ibele will remain an employee of the Company and will provide services as the President of the Welltower Foundation on and after July 1, 2016 at a monthly rate of $11,667. Ms. Ibele will remain a full-time employee of the Company through and including June 30, 2016.

At the Annual Meeting of Shareholders (the “Annual Meeting”) of Welltower Inc. (the “Company”) held on May 5, 2016 in New York, New York, the Company’s shareholders approved the Welltower Inc. 2016 Long-Term Incentive Plan (the “2016 Plan”), which had been previously approved by the Company’s Board of Directors subject to approval by the Company’s shareholders. The aggregate number of shares of the Company’s common stock reserved and available for issuance under the 2016 Plan is 10,000,000. A description of the terms of the 2016 Plan was included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 24, 2016.

On January 29, 2016, the Board of Directors of Welltower Inc. (the “Company”) appointed Kenneth J. Bacon as a member of the Board of Directors, which increased the size of the Board of Directors from nine to ten directors. Mr. Bacon will be a member of the Investment and Planning Committees. Mr. Bacon will be compensated for his service as a director on the same basis as other non-employee directors of the Company. Compensation for the Company’s non-employee directors is described in the Company’s Proxy Statement for its 2015 Annual Meeting of Shareholders as filed with the Securities and Exchange Commission on March 27, 2015. In connection with the appointment, the Company will enter into an indemnification agreement with Mr. Bacon.