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Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
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 the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s 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, and 2022.
 
                                       
Value of Initial Fixed $100
Investment Based On:
             
Year
1
 
Summary
Compensation
Table Total for
PEO
1
(Shankh
Mitra) ($)
   
Summary
Compensation
Table Total for
PEO
1
(Thomas
J. DeRosa) ($)
   
Compensation
Actually Paid
to PEO
(Shankh
Mitra) ($)
   
Compensation
Actually Paid
to PEO
1
(Thomas
J. DeRosa) ($)
   
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs
1
($)
   
Average
Compensation
Actually Paid
to
Non-PEO
NEOs
1
($)
   
Total
Shareholder
Return ($)
2
   
Peer Group
Total
Shareholder
Return ($)
3
   
Net Income
Attributable to
Common
Stockholders
(In thousands) ($) 
4
   
Normalized
FFO per
diluted
share ($)
5
 
2022     14,266,935       —         5,919,678       —         4,121,683       2,497,577     $ 89.10     $ 99.68       141,214       3.35  
2021     12,753,710       —         22,825,143       —         3,096,543       4,768,476     $ 113.03     $ 131.78       336,138       3.21  
2020     9,557,434       14,589,584       5,290,291       (7,391,356     2,590,052       1,401,427     $ 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
2022
  
Shankh Mitra
  
Timothy G. McHugh, John F. Burkart, Matthew G. McQueen, and Ayesha Menon
2021
  
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 for each year, adjusted as shown below (with equity values calculated in accordance with FASB ASC Topic 718):
 
Shankh Mitra, CEO
  
2022($)
 
 
2021($)
 
 
2020($)
 
Summary Compensation Table Total
     14,266,935       12,753,710       9,557,434  
Less: Fair Value of Awards Reported in the SCT
     (10,454,249     (7,500,075     (6,528,373
Plus: Fair Value of Awards Granted in Year and Outstanding and Unvested at
Year-End
     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
     (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
     (611,484     589,204       (1,105,012
Total Compensation Actually Paid
     5,919,678       22,825,143       5,290,291  
Thomas J.DeRosa, Former CEO
  
2022($)
 
  
2021($)
 
  
2020($)
 
Summary Compensation Table 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
  
2022($)
 
 
2021($)
 
 
2020($)
 
Summary Compensation Table Total
     4,121,683       3,096,543       2,590,052  
Less: Fair Value of Awards Reported in the SCT
     (2,634,005     (1,475,967     (1,365,328
Plus: Fair Value of Awards Granted in Year and Outstanding and Unvested at Year-End
     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
     (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
     (77,960     156,992       (171,207
Total Average Compensation Actually Paid
     2,497,577       4,768,476       1,401,427  
 
(2)
Total shareholder return (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 the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period by (b) the Company’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.
(3)
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.
(4)
 
The dollar amounts reported represent the amount of net income (or loss) attributable to common stockholders reflected in the Company’s audited financial statements for the applicable year.
(5)
 
FFO means net income attributable to common stockholders, computed in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), excluding gains (or losses) from the sale of real estate and impairments of depreciable assets, plus real estate depreciation and amortization, and after adjustments for unconsolidated entities and
non-controlling
interests. Normalized FFO attributable to common stockholders represents FFO adjusted for net gains (or losses) on derivatives and financial instruments, losses on extinguishment of debt, provision for loan losses, income tax benefits, casualty losses, net of recoveries, certain other expenses or income, and normalizing items relating to unconsolidated entities/noncontrolling interests. See Appendix A for a discussion and reconciliation of
non-GAAP
measures.
   
Company Selected Measure Name Normalized FFO    
Named Executive Officers, Footnote [Text Block]
 
Year
  
PEO
  
Non-PEO
NEOS
2022
  
Shankh Mitra
  
Timothy G. McHugh, John F. Burkart, Matthew G. McQueen, and Ayesha Menon
2021
  
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
   
Peer Group Issuers, Footnote [Text Block] 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.
   
Adjustment To PEO Compensation, Footnote [Text Block]
 
Shankh Mitra, CEO
  
2022($)
 
 
2021($)
 
 
2020($)
 
Summary Compensation Table Total
     14,266,935       12,753,710       9,557,434  
Less: Fair Value of Awards Reported in the SCT
     (10,454,249     (7,500,075     (6,528,373
Plus: Fair Value of Awards Granted in Year and Outstanding and Unvested at
Year-End
     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
     (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
     (611,484     589,204       (1,105,012
Total Compensation Actually Paid
     5,919,678       22,825,143       5,290,291  
Thomas J.DeRosa, Former CEO
  
2022($)
 
  
2021($)
 
  
2020($)
 
Summary Compensation Table 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
   
Non-PEO NEO Average Total Compensation Amount $ 4,121,683 $ 3,096,543 $ 2,590,052
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,497,577 4,768,476 1,401,427
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
Average of Other NEOs
  
2022($)
 
 
2021($)
 
 
2020($)
 
Summary Compensation Table Total
     4,121,683       3,096,543       2,590,052  
Less: Fair Value of Awards Reported in the SCT
     (2,634,005     (1,475,967     (1,365,328
Plus: Fair Value of Awards Granted in Year and Outstanding and Unvested at Year-End
     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
     (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
     (77,960     156,992       (171,207
Total Average Compensation Actually Paid
     2,497,577       4,768,476       1,401,427  
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]    
Compensation Actually Paid vs. Net Income [Text Block]    
Compensation Actually Paid vs. Company Selected Measure [Text Block]    
Total Shareholder Return Vs Peer Group [Text Block]    
Tabular List [Table Text Block]
The following table lists the most important financial performance measures used to link compensation actually paid to our NEOs to company performance.
 
Important Financial Performance Measures
Relative Total Shareholder Return
Normalized FFO per Diluted Share
Adjusted Fixed Charge Coverage
General and Administrative Expense Controls
(Net Debt + Preferred) / Annualized Adjusted EBITDA
   
Total Shareholder Return Amount $ 89.1 113.03 82.51
Peer Group Total Shareholder Return Amount 99.68 131.78 92
Net Income (Loss) $ 141,214 $ 336,138 $ 978,844
Company Selected Measure Amount 3.35 3.21 3.56
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Relative Total Shareholder Return    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Normalized FFO per Diluted Share    
Non-GAAP Measure Description [Text Block] FFO means net income attributable to common stockholders, computed in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), excluding gains (or losses) from the sale of real estate and impairments of depreciable assets, plus real estate depreciation and amortization, and after adjustments for unconsolidated entities and
non-controlling
interests. Normalized FFO attributable to common stockholders represents FFO adjusted for net gains (or losses) on derivatives and financial instruments, losses on extinguishment of debt, provision for loan losses, income tax benefits, casualty losses, net of recoveries, certain other expenses or income, and normalizing items relating to unconsolidated entities/noncontrolling interests. See Appendix A for a discussion and reconciliation of
non-GAAP
measures.
   
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted Fixed Charge Coverage    
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name General and Administrative Expense Controls    
Measure [Axis]: 5      
Pay vs Performance Disclosure [Table]      
Measure Name (Net Debt + Preferred) / Annualized Adjusted EBITDA    
Shankh Mitra [Member]      
Pay vs Performance Disclosure [Table]      
PEO Total Compensation Amount $ 14,266,935 $ 12,753,710 $ 9,557,434
PEO Actually Paid Compensation Amount $ 5,919,678 $ 22,825,143 $ 5,290,291
PEO Name Shankh Mitra Shankh Mitra Shankh Mitra
Thomas J. DeRosa [Member]      
Pay vs Performance Disclosure [Table]      
PEO Total Compensation Amount     $ 14,589,584
PEO Actually Paid Compensation Amount     $ (7,391,356)
PEO Name     Thomas J. DeRosa
PEO [Member] | Shankh Mitra [Member] | Fair Value of Awards Reported in the SCT [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (10,454,249) $ (7,500,075) $ (6,528,373)
PEO [Member] | Shankh Mitra [Member] | Change in Fair Value of Awards Granted in Year and Unvested at YearEnd [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 7,822,060 14,018,154 4,703,812
PEO [Member] | Shankh Mitra [Member] | Change in Fair Value from Prior YearEnd to Current YearEnd of Awards Granted Prior to Year that were Outstanding and Unvested as of YearEnd [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (5,103,585) 2,964,149 (1,337,571)
PEO [Member] | Shankh Mitra [Member] | Change in Fair Value from Prior YearEnd to Vesting Date of Awards Granted Prior to Year that Vested During Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (611,484) 589,204 (1,105,012)
PEO [Member] | Thomas J. DeRosa [Member] | Fair Value of Awards Reported in the SCT [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     (10,501,359)
PEO [Member] | Thomas J. DeRosa [Member] | Change in Fair Value from Prior YearEnd to Vesting Date of Awards Granted Prior to Year that Vested During Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     (14,013,344)
PEO [Member] | Thomas J. DeRosa [Member] | Value of Awards Granted and Vested in the Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     2,533,763
Non-PEO NEO [Member] | Fair Value of Awards Reported in the SCT [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (2,634,005) (1,475,967) (1,365,328)
Non-PEO NEO [Member] | Change in Fair Value of Awards Granted in Year and Unvested at YearEnd [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 2,018,683 2,563,124 846,041
Non-PEO NEO [Member] | Change in Fair Value from Prior YearEnd to Current YearEnd of Awards Granted Prior to Year that were Outstanding and Unvested as of YearEnd [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (930,824) 427,784 (498,132)
Non-PEO NEO [Member] | Change in Fair Value from Prior YearEnd to Vesting Date of Awards Granted Prior to Year that Vested During Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (77,960) $ 156,992 $ (171,207)