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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

 

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VENTAS, INC.

NOTICE OF 2013 ANNUAL MEETING OF
STOCKHOLDERS
AND
PROXY STATEMENT

   

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353 North Clark Street
Suite 3300
Chicago, Illinois 60654
(877) 483-6827

April 5, 2013

Dear Ventas Stockholder:

              You are cordially invited to attend Ventas, Inc.'s 2013 Annual Meeting of Stockholders, which will be held at 8:00 a.m. local (Central) time on Thursday, May 16, 2013, at 353 North Clark Street in Chicago, Illinois.

              Please refer to the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement for detailed information on the meeting and each of the proposals to be considered and acted upon at the meeting.

              Your vote is very important to our Board of Directors. I urge you to vote your shares by proxy as soon as possible to ensure your vote is recorded at the Annual Meeting. You may vote by telephone, over the Internet or, if you have requested paper copies of our proxy materials by mail, by signing, dating and returning the proxy card in the envelope provided.

              Our Board of Directors appreciates your continued support of Ventas, Inc.

Sincerely,

Debra A. Cafaro
Chairman of the Board and Chief Executive Officer

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              This Proxy Statement is being furnished in connection with the solicitation of proxies by or on behalf of the Board of Directors of Ventas, Inc. ("Ventas," "we" or "us") for use at our Annual Meeting of Stockholders (the "Annual Meeting") to be held at 8:00 a.m. local (Central) time on Thursday, May 16, 2013 at 353 North Clark Street, James C. Tyree Auditorium, Chicago, Illinois 60654, and at any adjournments thereof. This Proxy Statement is designed to assist you in voting your shares and includes information that we are required to provide to you under the rules of the SEC and the New York Stock Exchange ("NYSE").

Notice of Electronic Availability of Proxy Statement and Annual Report

              We are making this Proxy Statement and the materials accompanying it available to our stockholders electronically via the Internet, as permitted by the SEC's rules. We will mail to stockholders a Notice of Internet Availability containing instructions on how to access our proxy materials and how to vote by proxy online. Starting on or about April 5, 2013, we will also mail this Proxy Statement and the materials accompanying it to stockholders who have requested paper copies. If you would like to receive a printed copy of our proxy materials by mail, you should follow the instructions for requesting those materials included in the Notice that we mail to you.

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING TO BE HELD ON MAY 16, 2013:

This Proxy Statement, our 2012 Form 10-K and our 2012 Annual Report are available at
www.proxyvote.com.

Householding

              To eliminate duplicate mailings, conserve natural resources and reduce our printing costs and postage fees, we engage in householding and will deliver a single set of proxy materials (other than proxy cards, which will remain separate) to Ventas stockholders who share the same address and who have the same last name or consent in writing. If your household receives multiple copies of our proxy materials, you may request to receive only one copy by contacting Broadridge Financial Solutions, Inc. at (800) 542-1061 or in writing at Householding Department, 51 Mercedes Way, Edgewood, NY 11717. Similarly, if your household receives only one copy of our proxy materials, you may request an additional copy by contacting Broadridge as indicated above. We will deliver the requested additional copy promptly following our receipt of your request.

Cost of Proxy Solicitation

              Ventas will bear the cost of soliciting proxies by or on behalf of the Board. In addition to solicitation through the mail, proxies may be solicited in person or by telephone or electronic communication by our directors, officers and employees, none of whom will receive additional compensation for these services. We have engaged Georgeson Inc. to distribute and solicit proxies on our behalf and will pay Georgeson Inc. a fee of $9,500, plus reimbursement of reasonable out-of-pocket expenses, for these services. We will also reimburse brokers and other custodians for their reasonable out-of-pocket expenses incurred in connection with distributing forms of proxies and proxy materials to beneficial owners of our common stock.

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Quorum

              The holders of a majority of the shares of our common stock outstanding as of the close of business on March 18, 2013 (the "record date") must be present in person or represented by proxy to constitute a quorum to transact business at the Annual Meeting. Stockholders who abstain from voting and broker non-votes are counted for purposes of establishing a quorum. A broker non-vote occurs when a beneficial owner does not provide voting instructions to the beneficial owner's broker or custodian with respect to a proposal on which the broker or custodian does not have discretionary authority to vote.

Who Can Vote

              Only Ventas stockholders of record at the close of business on the record date, March 18, 2013, are entitled to vote at the Annual Meeting. As of the record date, 292,019,799 shares of our common stock, par value $0.25 per share, were outstanding. Each share of our common stock entitles the owner to one vote on each matter properly brought before the Annual Meeting. However, certain shares designated as "Excess Shares" (generally any shares owned in excess of 9.0% of our outstanding common stock) or as "Special Excess Shares" pursuant to our Amended and Restated Certificate of Incorporation, as amended (our "Charter"), may not be voted by the record owner thereof and will be voted in accordance with Article IX of our Charter.

              A list of all Ventas stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder for any purpose reasonably related to the Annual Meeting during ordinary business hours for the ten days preceding the meeting at our principal executive offices located at 353 North Clark Street, Suite 3300, Chicago, Illinois 60654.

How to Vote

              You may vote your shares in one of several ways, depending on how you own your shares.

Stockholders of Record

              If you own shares registered in your name (a "stockholder of record"), you may vote:

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Beneficial Owners

              If you own shares registered in the name of a broker or other custodian (a "beneficial owner"), follow the instructions provided by your broker or custodian to instruct it how to vote your shares. If you want to vote your shares in person at the Annual Meeting, contact your broker or custodian to obtain a legal proxy or broker's proxy card that you should bring to the Annual Meeting to demonstrate your authority to vote.

              If you do not instruct your broker or custodian how to vote, it will have discretionary authority, under current NYSE rules, to vote your shares in its discretion on the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2013 (Proposal 2). However, your broker or custodian will not have discretionary authority to vote on the election of directors (Proposal 1), the advisory vote to approve our executive compensation (Proposal 3) or on any of the stockholder proposals (Proposals 4 through 7), without instructions from you. As a result, if you do not provide instructions to your broker or custodian, your shares will not be voted on Proposal 1, Proposal 3 or Proposals 4 through 7.

Votes by Proxy

              All shares that have been properly voted by proxy and not revoked will be voted at the Annual Meeting in accordance with the instructions contained in the proxy. Shares represented by proxy cards that are signed and returned but do not contain any voting instructions will be voted consistent with the Board's recommendations:

ü

FOR the election of all director-nominees named in this Proxy Statement (Proposal 1);



ü

FOR the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2013 (Proposal 2);



ü

FOR the approval, on an advisory basis, of our executive compensation (Proposal 3);



x

AGAINST each of the stockholder proposals (Proposals 4 through 7); and

•

In the discretion of the proxy holders, on such other business as may properly come before the Annual Meeting.

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How to Revoke Your Vote

              If you are a stockholder of record, you can revoke your prior vote by proxy if you:

•

Execute and return a later-dated proxy card before your proxy is voted at the Annual Meeting;

•

Vote by telephone or over the Internet no later than 11:59 p.m. Eastern time on May 15, 2013;

•

Deliver a written notice of revocation to our Corporate Secretary at our principal executive offices located at 353 North Clark Street, Suite 3300, Chicago, Illinois 60654, before your proxy is voted at the Annual Meeting; or

•

Attend the Annual Meeting and vote in person (attendance by itself will not revoke your prior vote by proxy).

              If you are a beneficial owner, follow the instructions provided by your broker or custodian to revoke your vote by proxy, if applicable.

Attending the Annual Meeting

              You are entitled to attend the Annual Meeting only if you were a Ventas stockholder as of the close of business on the record date, March 18, 2013, or you hold a valid proxy for the meeting. In order to be admitted to the Annual Meeting, you must present photo identification (such as a driver's license) and proof of ownership of shares of our common stock on the record date. Proof of ownership can be accomplished through the following:

•

A brokerage statement or letter from your broker or custodian with respect to your ownership of shares of our common stock on March 18, 2013;

•

The Notice of Internet Availability of Proxy Materials;

•

A printout of the proxy distribution email (if you receive your materials electronically);

•

A proxy card;

•

A voting instruction form; or

•

A legal proxy provided by your broker or custodian.

              For the safety and security of our stockholders, we will be unable to admit you to the Annual Meeting if you do not present photo identification and proof of ownership of shares of our common stock or if you otherwise refuse to comply with our security procedures.

              Our Board provides guidance and oversight with respect to our financial and operating performance, strategic plans, key corporate policies and decisions, and enterprise risk management. Among other matters, our Board considers and approves significant acquisitions, dispositions and other

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transactions and advises and counsels senior management on key financial and business objectives. Members of the Board monitor our progress with respect to these matters on a regular basis, including through presentations made at Board and committee meetings by our Chief Executive Officer, President, Chief Financial Officer, Chief Investment Officer and other members of senior management.

Director Independence

              Our Guidelines on Governance require that at least a majority of the members of our Board meet the criteria for independence under the rules and regulations of the NYSE. For a director to be considered independent under the NYSE's listing standards, the director must satisfy certain bright-line tests and the Board must affirmatively determine that the director has no direct or indirect material relationship with us. Not less than annually, the Board evaluates the independence of each non-management director on a case-by-case basis by considering any matters that could affect his or her ability to exercise independent judgment in carrying out the responsibilities of a director, including all transactions and relationships between such director, members of his or her family and organizations with which such director or family members have an affiliation, on the one hand, and us, our subsidiaries and our management, on the other hand. Any such matters are evaluated from the standpoint of the director and the persons or organizations with which the director has an affiliation. Each director abstains from participating in the determination of his or her independence.

              Based on its most recent review, the Board has affirmatively determined that each of the following directors has no direct or indirect material relationship with us and qualifies as independent under the NYSE's listing standards: Douglas Crocker II, Ronald G. Geary, Jay M. Gellert, Richard I. Gilchrist, Robert D. Reed, Sheli Z. Rosenberg, Glenn J. Rufrano and James D. Shelton. Ms. Cafaro is not considered independent under the NYSE listing standards due to her employment as our Chief Executive Officer. Mr. Lustig is not considered independent under the NYSE listing standards due to his employment by Lazard Real Estate Partners LLC ("LREP") and Lazard Alternative Investments LLC ("LAI"), whose affiliated entities received proceeds in connection with our December 2012 acquisition of the Funds previously managed by LFREI. Mr. Pasquale is not considered independent under the NYSE listing standards due to his employment with us following our acquisition of Nationwide Health Properties, Inc. ("NHP") in July 2011. Prior to the acquisition, Mr. Pasquale was Chief Executive Officer of NHP, and he served as Senior Advisor to our Chief Executive Officer from July 1, 2011 through December 31, 2011 to facilitate the integration of NHP with our company.

              In evaluating the independence of Messrs. Gilchrist, Reed and Rufrano, the Board considered the following matters:

•

The payment of $280,000 and $97,000 in rent in 2011 and 2012, respectively, to The Irvine Company ("Irvine") in connection with the lease of office space through February 2012 by our wholly owned subsidiary, Nationwide Health Properties, LLC, from Irvine, which owns and manages more than 480 office properties throughout California and for whom Mr. Gilchrist serves as Senior Advisor;

•

The ownership by our joint venture with Pacific Medical Buildings LLC of a newly developed MOB that is 100% leased by Sutter Health, which reported more than $9.0 billion of gross revenues in 2011 and for which Mr. Reed serves as Senior Vice President and Chief Financial Officer; and

•

Our engagement, from time to time, of Cushman & Wakefield, Inc. ("Cushman"), a global commercial real estate firm that reported $2.0 billion of gross revenues in 2011 and for

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which Mr. Rufrano serves as President and Chief Executive Officer, to act as a leasing agent or broker with respect to certain of our properties but for which no fees were paid in 2012.

The Board believes that none of these past or current relationships will affect the ability of Mr. Gilchrist, Mr. Reed or Mr. Rufrano to exercise independent judgment in carrying out his responsibilities as a member of our Board. See also "Corporate Governance—Transactions with Related Persons."

Leadership Structure and Independent Presiding Director

              Our Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide effective oversight of management. The Board understands that no single approach to Board leadership is universally accepted and that the appropriate leadership structure may differ depending on a company's size, industry, operations, history and culture. Consistent with this understanding, our Board, led by the Nominating and Corporate Governance Committee (the "Nominating Committee"), conducts an annual evaluation to determine the optimal leadership structure for us and for our stockholders. At the current time, the Board believes that our existing leadership structure – under which our Chief Executive Officer also serves as Chairman of the Board and a Presiding Director assumes specific responsibilities on behalf of the independent directors – is effective, provides the appropriate balance of authority between those who oversee our company and those who manage it on a day-to-day basis and achieves the optimal governance model for us and for our stockholders.

              Pursuant to our Fourth Amended and Restated By-Laws, as amended (our "By-Laws"), and our Guidelines on Governance, the Board has discretion to determine whether to separate or combine the roles of Chief Executive Officer and Chairman of the Board as part of its leadership structure evaluation. Debra A. Cafaro has served in both roles since 2003, and our Board continues to believe that her combined role is most advantageous to us and our stockholders. Ms. Cafaro possesses in-depth knowledge of the issues, opportunities and risks facing us, our business and our industry and is best positioned to fulfill the Chairman's responsibility to develop agendas that focus the Board's time and attention on the most critical matters. Moreover, the combined roles enable decisive leadership, clear accountability and consistent communication of our message and strategy to all of our stakeholders. These leadership attributes are uniquely important to our company given the value to our business of opportunistic capital markets execution, our history of rapid and significant growth, and our culture of proactive engagement and risk management.

              In connection with Ms. Cafaro's service as our Chief Executive Officer and Chairman of the Board, our Guidelines on Governance require that the independent members of our Board, after considering the recommendation of the Nominating Committee, annually select one independent director to serve as Presiding Director, whose specific responsibilities include, among other things, presiding at all meetings of our Board at which the Chairman is not present, including executive sessions and all other meetings of the independent directors. The Presiding Director also serves as liaison between the Chairman and the independent directors, approves information sent to the Board and approves Board meeting agendas and meeting schedules to assure that there is sufficient time for discussion of all agenda items. The Presiding Director has authority to call meetings of the independent directors and, if requested by major stockholders, ensures that he is available for consultation and direct communication with stockholders. In addition, the Presiding Director reviews with our General Counsel potential conflicts of interest and has such other duties as may be assigned from time to time by the independent directors or the Board. Although the Presiding Director is elected on an annual basis, the Board generally expects that he or she will serve for more than one year. Douglas Crocker II,

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a well-respected and recognized leader in the real estate industry, has served as our Presiding Director since 2003.

Board Committees

              Our Board has five standing committees that perform certain delegated functions for the Board: the Audit and Compliance Committee (the "Audit Committee"); the Compensation Committee; the Executive Committee; the Investment Committee; and the Nominating Committee. Each of the Audit, Compensation and Nominating Committees operates pursuant to a written charter that is available in the Corporate Governance section of our website at www.ventasreit.com/investor-relations/corporate-governance. In addition, we will provide copies of the Audit, Compensation and Nominating Committee charters, without charge, upon request to our Corporate Secretary at Ventas, Inc., 353 North Clark Street, Suite 3300, Chicago, Illinois 60654. Information on our website is not a part of this Proxy Statement.

Board and Committee Meetings

              Our Board held a total of nine meetings during 2012. Each director attended at least 75% of the total meetings of the Board and the committees on which he or she served that were held during the time he or she was a director in 2012. The table below provides current membership and 2012 meeting information for each of our Board committees:

              Our independent directors meet in executive session, outside the presence of management, at each regularly scheduled quarterly Board meeting and at other times as necessary or desirable. The Presiding Director chairs all regularly scheduled executive sessions of the Board and all other meetings of the independent directors. Members of our Audit, Compensation and Nominating Committees also meet in executive session, outside the presence of management, at each regularly scheduled committee meeting and at other times as necessary or desirable.

              We strongly encourage, but do not require, directors to attend our annual meetings of stockholders. Nine of the eleven directors who were nominated for reelection at our 2012 Annual Meeting of Stockholders attended that meeting.

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How to Communicate with Directors

              Stockholders and other parties interested in communicating directly with our Board or any director on Board-related issues may do so by writing to Board of Directors, c/o Corporate Secretary, Ventas, Inc., 353 North Clark Street, Suite 3300, Chicago, Illinois 60654, or by submitting an e-mail to bod@ventasreit.com. Additionally, stockholders and other parties interested in communicating directly with the Presiding Director of the Board or with the independent directors as a group may do so by writing to Presiding Director, Ventas, Inc., 353 North Clark Street, Suite 3300, Chicago, Illinois 60654, or by sending an e-mail to independentbod@ventasreit.com. Communications addressed to the Board or individual members of the Board are screened by our Corporate Secretary for appropriateness before distributing to the Board, or to any individual director or directors, as applicable.

              The Audit Committee assists the Board in fulfilling its responsibilities relating to our accounting and reporting practices, including oversight of the quality and integrity of our financial statements, our compliance with legal and regulatory requirements, the independent registered public accounting firm's qualifications, independence and performance, and the performance of our internal audit function.

              The Audit Committee maintains free and open communication with the Board, our independent registered public accounting firm, our internal auditors and our financial and accounting management. The Audit Committee meets separately in executive session, outside the presence of management, with each of our independent registered public accounting firm and our internal auditors at each regularly scheduled meeting and at other times as necessary or desirable.

              The Board has determined that each member of the Audit Committee is independent and satisfies the independence standards of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and related rules and regulations of the SEC and the NYSE listing standards, including the additional independence requirements for audit committee members. The Board has also determined that each member of the Audit Committee is financially literate and qualifies as an "audit committee financial expert" for purposes of the SEC's rules.

Audit Committee Report

              Management has primary responsibility for our financial statements and the reporting process, including our systems of internal controls, subject to oversight by the Audit Committee on behalf of the Board. In fulfilling its oversight responsibilities, the Audit Committee has reviewed and discussed with management our audited financial statements for the year ended December 31, 2012, including the quality, not just the acceptability, of our accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

              The Audit Committee has reviewed and discussed with the independent registered public accounting firm, who is responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States, its judgments as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards, including Statement on Auditing Standards No. 16, Communications with Audit Committees, which superseded Statement on Auditing Standards No. 61, as amended and as adopted by the Public Company Accounting Oversight Board (the "PCAOB") in Rule 3200T. The Audit Committee has also

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received the written disclosures and the letter from the independent registered public accounting firm required by applicable PCAOB rules regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence. In addition, the Audit Committee has discussed with the independent registered public accounting firm that firm's independence from Ventas and its management, and the Audit Committee has considered the compatibility of non-audit services with the firm's independence.

              The Audit Committee has discussed with the independent registered public accounting firm the overall scope and plans for its audit. The Audit Committee meets regularly with the independent registered public accounting firm, with and without management present, to discuss the results of its examination of our financial statements, its evaluations of our internal controls, and the overall quality of our financial reporting.

              In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2012 for filing with the SEC. The Audit Committee also recommended, and the Board approved, the selection of our independent registered public accounting firm for fiscal year 2013.

AUDIT COMMITTEE
  
Robert D. Reed, Chair
Sheli Z. Rosenberg
Glenn J. Rufrano

              The Board has delegated to the Executive Committee the power to direct the management of our business and affairs in emergency situations during intervals between meetings of the Board, except for matters specifically reserved for the Board and its other committees. The Executive Committee exercises its delegated authority only under extraordinary circumstances and has not held a meeting since 2002.

              The Compensation Committee has primary responsibility for the design, review, approval and administration of all aspects of our executive compensation program. The Compensation Committee reviews the performance of, and makes all compensation decisions for, each of our executive officers other than our Chief Executive Officer. The Compensation Committee also reviews the performance of, and makes compensation recommendations for, our Chief Executive Officer. Final decisions regarding compensation for our Chief Executive Officer are made by the independent members of the Board, taking into consideration the Compensation Committee's recommendations.

              The Compensation Committee meets throughout the year to review our compensation philosophy and its continued alignment with our business strategy and to consider and approve our executive compensation program for the subsequent year. The Compensation Committee, with the assistance of a nationally recognized, independent compensation consultant, discusses changes, if any, to the program structure, assesses the appropriate peer companies for benchmarking purposes, sets base salaries and annual and long-term incentive award levels, establishes the applicable performance

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metrics under our annual and long-term incentive plans, and determines annual and long-term incentive awards for our executive officers.

              Our executive officers provide support to the Compensation Committee by coordinating meeting logistics, preparing and disseminating relevant financial and non-financial company information and relevant data concerning our peer comparators as a supplement to the comparative market data prepared by the independent compensation consultant, and making recommendations with respect to performance metrics and related goals. Our Chief Executive Officer attends meetings at the Compensation Committee's request and recommends to the Compensation Committee compensation changes affecting the other executive officers. However, our Chief Executive Officer plays no role in setting her own compensation. Also at the Compensation Committee's request, our General Counsel, our Corporate Secretary and our Chief Human Resources Officer attend meetings to act as secretary and record the minutes of the meetings, provide updates on legal developments and make presentations regarding certain organizational matters. The Compensation Committee meets separately in executive session, without management present, at each regularly scheduled meeting and at other times as necessary or desirable.

              The Compensation Committee meets during the first quarter of each year, typically in January, to review the achievement of pre-established performance metrics for the prior year, to determine the appropriate annual and long-term incentive awards for executive officers based on that prior-year performance and to approve grants of equity awards to our executive officers and, upon management's recommendation, other employees. Our executive officers provide support to the Compensation Committee in this process, and the Chief Executive Officer makes award recommendations with respect to the other executive officers.

              The Board has determined that each member of the Compensation Committee is independent and satisfies the independence standards of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the related NYSE listing standards. The Board has also determined that each member of the Compensation Committee meets the additional requirements for "outside directors" set forth in Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and "non-employee directors" set forth in Rule 16b-3 under the Exchange Act.

Compensation Committee Interlocks and Insider Participation

              During the year ended December 31, 2012, Messrs. Gellert, Gilchrist and Shelton and Thomas C. Theobald (through May 17, 2012) served on the Compensation Committee. No member of the Compensation Committee is, or has been, employed by us or our subsidiaries or is an employee of any entity for which any of our executive officers serves on the board of directors.

Independent Compensation Consultant

              Under its charter, the Compensation Committee has authority to retain compensation consultants, outside counsel and other advisors that the Compensation Committee deems appropriate, in its sole discretion, to assist it in discharging its duties and to approve the terms of retention and fees to be paid to those consultants, counsel and advisors. Any compensation consultant engaged by the Compensation Committee reports to the Compensation Committee and receives no fees from us that are unrelated to its role as advisor to our Board and its committees. Although a compensation consultant may periodically interact with company employees to gather and review information related to our executive compensation program, this work is done at the direction and subject to the oversight of the Compensation Committee. Pursuant to the Compensation Committee charter, any compensation consultant retained by the Compensation Committee must be independent, as determined annually by the Compensation Committee in its reasonable business judgment, considering the specific independence factors set forth in Rule 10C-1 under the Exchange Act and all other relevant facts and circumstances.

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              Pearl Meyer & Partners ("PM&P") has served as the Compensation Committee's independent compensation consultant since 2006. In 2012, the Compensation Committee retained PM&P to advise it and the independent members of the Board, as applicable, on matters related to our executive compensation levels and program design for 2013. The Compensation Committee reviews the scope of work provided by PM&P on an annual basis and, in connection with PM&P's engagement in 2012, determined that PM&P met the independence criteria under our Compensation Consultant Independence Policy. In 2012 and 2013, the Nominating Committee, after notifying the Compensation Committee, separately retained PM&P to advise it and the Board on certain non-employee director compensation matters. PM&P and its affiliates did not perform any other consulting services for us during the year ended December 31, 2012, and PM&P's work for the Board and its committees has raised no conflict of interest.

              The function of the Investment Committee is to review and approve proposed acquisitions and dispositions of properties and other investments meeting applicable criteria, in accordance with our Amended and Restated Investment and Divestiture Approval Policy.

              The Nominating Committee is responsible for matters of corporate governance and matters relating to the practices, policies and procedures of the Board, such as: identifying individuals qualified to become members of the Board; selecting, or recommending to the Board for selection, director-nominees; making recommendations to the Board regarding committee structure and composition; reviewing and making recommendations to the Board regarding the amount and type of compensation to be paid to our non-employee directors; overseeing evaluation of the Board and Board committees; developing and recommending to the Board a set of corporate governance guidelines and the corporate code of ethics; and generally advising the Board on corporate governance and related matters.

              The Board has determined that each member of the Nominating Committee is independent and satisfies the NYSE listing standards.

Governance Policies

              Our Guidelines on Governance reflect the fundamental corporate governance principles by which our Board and its committees operate. These guidelines set forth general practices the Board follows with respect to Board structure and function, Board and committee organization and composition, and Board conduct. These guidelines are reviewed at least annually by the Nominating Committee and are updated periodically in response to changing regulatory requirements, evolving corporate governance practices, input from our stockholders and otherwise as circumstances warrant.

              All of our directors and employees, including our Chief Executive Officer, our Chief Financial Officer and our Chief Accounting Officer and Controller, as well as all of the directors and officers of our subsidiaries, are required to comply with our Code of Ethics and Business Conduct, which establishes consistent legal and ethical standards for conducting our business. Our Code of Ethics and Business Conduct covers all significant areas of professional conduct, including employment practices,

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conflicts of interest, unfair or unethical use of corporate opportunities, protection of confidential information and other company assets, compliance with applicable laws and regulations, political activities and other public policy matters, and proper and timely reporting of financial results. See also "—Public Policy Matters."

              Our Guidelines on Governance and our Code of Ethics and Business Conduct are available in the Corporate Governance section of our website at www.ventasreit.com/investor-relations/corporate-governance. In addition, we will provide a copy of our Guidelines on Governance or our Code of Ethics and Business Conduct, without charge, upon request to our Corporate Secretary at Ventas, Inc., 353 North Clark Street, Suite 3300, Chicago, Illinois 60654. Waivers from, and amendments to, our Code of Ethics and Business Conduct that apply to our Chief Executive Officer, Chief Financial Officer or persons performing similar functions will be timely posted on our website at www.ventasreit.com. The information on our website is not a part of this Proxy Statement.

Transactions with Related Persons

              Our Board has an unwritten policy requiring that any transaction between us and any of our officers, directors or their affiliates be approved by the disinterested members of the Board and be on terms no less favorable to us than those available from unaffiliated parties. Pursuant to its charter, our Audit Committee has responsibility for reviewing any such transaction and all other conflicts of interest or similar matters involving any of our officers or directors. Our Code of Ethics and Business Conduct requires our officers and directors to disclose in writing to our General Counsel any existing or proposed transaction in which he or she has a personal interest, or in which there is or might appear to be a conflict of interest by reason of his or her connection to another business organization. Our General Counsel reviews these matters with the Presiding Director to determine whether the transaction raises a conflict of interest that warrants review and approval by the Audit Committee or the disinterested members of the Board.

Transactions with Atria Senior Living, Inc. and Lazard Frères Real Estate Investors L.L.C.

              For the period from January 1, 2012 to December 21, 2012, we paid $33.9 million in management fees to Atria Senior Living, Inc. ("Atria") pursuant to long-term management agreements with respect to certain of our seniors housing communities. Mr. Lustig, a member of our Board since May 2011, served as Chairman of Atria until December 21, 2012, when we acquired 100% of the Funds previously managed by LFREI, which Funds own a 34% interest in Atria and 3.7 million shares of our common stock. Affiliates of LREP and LAI, for whom Mr. Lustig serves as Chief Executive Officer and Managing Principal, and Managing Director, respectively, received aggregate proceeds of approximately $22.9 million in consideration for their ownership interests in the Funds we acquired, while affiliates of Lazard Frères & Co. LLC ("Lazard"), for whom Mr. Lustig serves as Managing Partner of North America Investment Banking as well as Head of Real Estate, Gaming and Lodging, received aggregate proceeds of approximately $9.0 million.

              Mr. Lustig did not participate in any Board discussions regarding the management agreements with Atria or our acquisition of the Funds. The disinterested members of the Board approved the terms of the management agreements with Atria and the terms of our acquisition of the Funds, which we believe are no less favorable to us than those available from an unaffiliated party.

Transactions with Cushman

              From time to time, we engage Cushman to act as a leasing agent or broker with respect to certain of our properties. Mr. Rufrano is President and Chief Executive Officer of Cushman and has served as a member of our Board since June 2010. In 2011, we paid Cushman an aggregate of $10,000

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in fees for leasing agent and brokerage services. We paid no fees to Cushman for such services in 2012. We believe that any fees we pay to Cushman in connection with the provision of these services are customary, represent market rates and are no less favorable to us than the terms available from an unaffiliated party.

Transactions with Mr. Pasquale

              In connection with our acquisition of NHP, we entered into an agreement (the "Pasquale Employment Agreement") with Mr. Pasquale pursuant to which he served as Senior Advisor to our Chief Executive Officer from July 1, 2011 through December 31, 2011 and under which he is entitled to receive substantially the same severance benefits that he would have received if he had resigned for "Good Reason" under his prior employment with NHP. Pursuant to the terms of the Pasquale Employment Agreement, in 2012, Mr. Pasquale received approximately $3.0 million representing certain severance benefits and deferred compensation as well as continued medical and life insurance coverage and payment of certain dividend equivalent rights. Mr. Pasquale was subject to certain noncompetition and nonsolicitation restrictive covenants under the Pasquale Employment Agreement until June 30, 2012. The disinterested members of the Board approved the terms of the Pasquale Employment Agreement in connection with its approval of the NHP acquisition, and we believe that its terms are no less favorable to us than those available from an unaffiliated party.

Transactions with Sutter Health

              In 2011, we entered into a joint venture with Pacific Medical Buildings LLC to develop a new MOB located on the Sutter Medical Center—Castro Valley campus. Our 82.8% interest in the building is subject to a ground lease from Sutter Health, which requires the joint venture to pay annual rent to Sutter Health in the amount of $60,000. The MOB is 100% leased by Sutter Health pursuant to long-term triple net leases that initially require aggregate annual rent of approximately $2.2 million, which is less than one-tenth of one percent (0.1%) of Sutter Health's 2012 consolidated gross revenues. Pending completion of the development, we did not pay or receive any amounts under the lease agreements with Sutter Health in 2012. Mr. Reed, Senior Vice President and Chief Financial Officer of Sutter Health, has served as a member of our Board since March 2008. We believe the terms of the leases with Sutter Health are no less favorable to us than those available from an unaffiliated party.

Risk Management

              While management has responsibility for identifying and managing our exposure to risk on a daily basis, our Board plays an active and primary role in overseeing the processes we establish to assess, monitor and mitigate that exposure. The Board, directly and indirectly through its committees, routinely discusses with management the significant risks facing our company and reviews the guidelines, policies and procedures we have in place to address those risks, such as our approval process for acquisitions, dispositions and other investments. At Board and committee meetings, directors receive information and in-depth presentations from management and third-party experts with respect to specific areas of risk, and the Board engages in comprehensive analyses and dialogue regarding those risks. This process enables the Board to focus on the strategic, financial, operational, legal, regulatory and other risks that are most significant to us and our business, and ensures that the risks we face are well understood, mitigated to the extent reasonable and consistent with the Board's view of our risk profile and risk tolerance.

              In addition to the overall risk oversight function administered directly by the Board, each of the Audit, Compensation, Nominating and Investment Committees exercises oversight related to the risks associated with the particular responsibilities of that committee. The Audit Committee reviews

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financial, accounting and internal control risks and the mechanisms through which we assess and manage risk, in accordance with NYSE requirements, and has certain responsibilities with respect to our compliance programs, such as our Code of Ethics and Business Conduct and Whistleblower Policy and Procedures. The Compensation Committee, as discussed in greater detail below, evaluates whether the structure of our compensation programs, as they relate to both executive officers and employees generally, encourages excessive risk-taking, the Nominating Committee focuses on risks related to corporate governance and succession planning, and the Investment Committee is responsible for overseeing certain transaction-related risks, including the review of transactions in excess of certain thresholds, with existing tenants, operators, borrowers or managers, or that involve investments in non-core assets. The chairs of these committees report on such matters to the full Board at each regularly scheduled Board meeting and other times as appropriate. We believe that this division of responsibilities is the most effective approach for identifying and addressing the risks facing us. Through Ms. Cafaro's service as Chief Executive Officer and Chairman, our Board leadership structure appropriately supports the Board's role in risk oversight by facilitating prompt attention by the Board and its committees to the significant risks identified by management in our day-to-day operations.

Compensation Risk Assessment

              As part of the Board's risk oversight role, the Compensation Committee annually considers whether our compensation policies and practices for all employees, including our executive officers, create risks that are reasonably likely to have a material adverse effect on our company. In connection with its risk assessment in 2013, the Compensation Committee reviewed a report prepared by management regarding our existing compensation plans and programs, including our severance and change-in-control arrangements, in the context of our business risk environment. In its review, the Compensation Committee noted several design features of our compensation programs that reduce the likelihood of excessive risk-taking, including, without limitation:

•

A balanced mix of cash and equity compensation with a strong emphasis on performance-based annual and long-term incentive awards;

•

Multiple performance metrics with payouts capped and subject to the Compensation Committee's and the independent Board members' overall assessment of performance;

•

Regular review of comparative compensation data to maintain competitive compensation levels in light of our industry, size and performance;

•

Annual and long-term incentive award opportunities that are based on a range of performance outcomes, do not provide minimum guaranteed payouts and are plotted along a continuum;

•

Equity compensation weighted more heavily towards restricted stock than stock options to provide greater incentive to create and preserve long-term stockholder value;

•

Equity incentive awards granted for prior-year performance with multi-year vesting schedules to enhance retention;

•

Minimum stock ownership guidelines that align with long-term stockholder interests; and

•

Restrictions on engaging in derivative and other hedging transactions in our securities and on holding our securities in margin accounts or otherwise pledging our securities to secure loans.

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              Based on its evaluation, the Compensation Committee determined, in its reasonable business judgment, that our compensation practices and policies for all employees do not encourage excessive risk-taking and instead promote behaviors that support long-term sustainability and stockholder value creation.

Public Policy Matters

              We are committed to ethical business conduct and expect our directors, officers and employees to act with integrity and to conduct themselves and our business in a way that protects our reputation for fairness and honesty. Consistent with these principles and our Code of Ethics and Business Conduct, we have established the policies described below with respect to political contributions and other public policy matters.

Political Contributions and Expenditures

              We do not use corporate funds or resources for political purposes, including direct contributions to political candidates, parties, campaigns or causes or indirect contributions through intermediary organizations such as political action committees. Corporate resources include non-financial donations, such as the use of our property in a political campaign or our employees' use of work time and telephones to solicit for a political cause or candidate.

Public Policy Advocacy

              We do not have a political action committee. However, we may advocate a position, express a view or take other appropriate action with respect to legislative or political matters affecting our company or our interests. We may also ask our employees to make personal contact with governmental officials or to write letters to present our position on specific issues. Any such advocacy is done in compliance with applicable laws and regulations.

Individual Political Activity

              We believe that our directors, officers and employees have rights and responsibilities to participate in political activities as citizens, including voting in elections, keeping informed on political matters, serving on civic bodies and contributing financially to, and participating in the campaigns of, the political candidates of their choice. Accordingly, our directors, officers and employees are not constrained from engaging in political activities, making political contributions, expressing political views or taking other appropriate action on any political or legislative matter, so long as they are acting in their individual capacity, on their own time and at their own expense. Individual directors, officers and employees acting in their individual capacity must not give the impression that they are speaking on our behalf or representing our company.

Relationships with Government Officials

              Our directors, officers and employees may not maintain any relationship or take any action with respect to public officials that could impugn our integrity or reputation. In particular, our directors, officers and employees may not offer, promise or give anything of value, including payments, entertainment and gifts, to any government official, employee, agent or other intermediary of the United States government or any domestic or foreign government.

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              Set forth below is certain biographical information concerning each of our executive officers. Ages shown for all executive officers are as of the date of the Annual Meeting.

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Compensation Committee Report

              The Compensation Committee has reviewed and discussed with management the following Compensation Discussion and Analysis and, based on such review and discussion, has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

COMPENSATION COMMITTEE
   
Jay M. Gellert, Chair
Richard I. Gilchrist
James D. Shelton

Compensation Discussion and Analysis

              This Compensation Discussion and Analysis ("CD&A") describes our 2012 compensation program for our principal executive officer (Ms. Cafaro), our principal financial officer (Mr. Schweinhart) and the three other individuals who served as executive officers during 2012 (Messrs. Lewis, Lillibridge and Riney) (collectively, our "Named Executive Officers"). In particular, this CD&A explains the overall objectives of our executive compensation program, how each element of our executive compensation program is designed to satisfy those objectives, the policies underlying our 2012 compensation program and the compensation awarded to our Named Executive Officers for 2012. This discussion contains forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Future compensation programs that we adopt may differ materially from currently planned programs.

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Executive Summary

              Through our executive compensation program, we strive to attract, retain and motivate talented executives and link the compensation realized by our executive officers to the achievement of financial and strategic corporate goals and individual goals. Our executive compensation program emphasizes variable pay over fixed pay, and a significant portion of total direct compensation is in the form of equity awards that vest over time. Our approach to performance-based compensation provides balanced incentives for our executive officers that align their interests with our stockholders and discourage excessive risk-taking.

2012 Accomplishments

              2012 was another outstanding year for Ventas, as we continued to deliver superior total returns to stockholders. We grew internally from exceptional performance in our portfolio and externally by executing on our long-term strategy and successfully completing $2.7 billion of diversifying investments. At the same time, we retained our significant financial strength and flexibility and improved our attractive cost of capital. Our 2012 compensation decisions reflected our exceptional financial and operational performance during the year, supporting our pay-for-performance compensation philosophy. The highlights of our 2012 accomplishments include the following:

ü

We delivered our tenth consecutive year of growth in normalized FFO, which increased 44% to $1.1 billion, while our normalized FFO per diluted share rose 13% to $3.80. Our normalized FFO per diluted share, excluding non-cash items, increased 10% year over year.

ü

Our cash flows from operations rose to nearly $1.0 billion, an increase of 28% year over year (74% excluding $202.3 million of net litigation proceeds received in 2011), and same-store cash NOI for our total portfolio (excluding the management fees paid to Sunrise, which were temporarily reduced for 2011) increased 4.4% year over year.

ü

We delivered TSR of 22.3% in 2012, which approximated the 75^th percentile of our peer group. Our TSR for the three-, five- and ten-year periods ended December 31, 2012 was 68.4%, 82.7% and 835.4%, respectively, ranking us first among our peer group for the ten-year period. We outperformed the S&P 500 index and the RMZ index for each of the one-, three-, five- and ten-year periods ended December 31, 2012.

ü

Reflecting our growth in scale, our 2012 NOI approximated $1.5 billion. At December 31, 2012, we were the fourth largest REIT by market capitalization ($18.9 billion) and the eighth largest REIT by enterprise value ($27.3 billion).

ü

We provided our stockholders with an annual cash dividend on our common stock of $2.48 per share, which represents an 8% increase over 2011. Since 2002, our cash dividend has increased at a compound annual growth rate of 10%.

ü

We are one of only 21 REITs whose common stock has achieved a double-digit percentage increase in trading price since the peak of the REIT equity market in early 2007, as compared to more than 60 REITs whose common stock has experienced a double-digit percentage decline in trading price over the same time period. Our flexibility, risk management, strategy and ability to execute and adapt quickly contributed to our excellent performance while avoiding significant value destruction during a global economic downturn.

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ü

We further expanded and diversified our portfolio by completing $2.7 billion of investments, including through the acquisitions of (1) Cogdell and its 71 real estate assets (including properties owned through joint ventures) and MOB business, (2) 16 seniors housing communities managed by Sunrise and (3) the Funds previously managed by LFREI, which Funds own a 34% interest in Atria and 3.7 million shares of our common stock. Private pay assets accounted for approximately 97% of our 2012 real estate investments, and the unlevered cash yield on these investments was nearly 8% (measured at year end).

ü

Our effective cash interest rate improved 70 basis points, as we raised $2.6 billion of new capital ($2.4 billion of senior unsecured notes and a new $180.0 million unsecured term loan) with a weighted average stated interest rate of 3.2% and a weighted average maturity at the time of issuance of 7.7 years. We also redeemed or repaid $780.4 million principal amount of our outstanding unsecured debt and $344.2 million of mortgage debt.

ü

We ended the year with a strong balance sheet, demonstrated by our fixed charge coverage ratio of 4.2x and net debt to adjusted pro forma EBITDA of 5.4x. The strength of our balance sheet and our credit profile was recognized by Moody's in December 2012, as it improved the outlook on our corporate credit rating from stable to positive.

2012 Compensation Practices

              Following a review of individual performance in 2011 and compensation data from a group of peer comparators (as described below under "—Compensation Consultant and Benchmarking"), each of our Named Executive Officers received an increase in base salary for 2012 to more closely align with market competitive levels.

              In addition, in recognition of our Named Executive Officers' contributions to the achievements described above and our performance with respect to the specific metrics described below under "Elements of Our Compensation Program," the Compensation Committee and the independent members of the Board determined that the Named Executive Officers' performance-based incentive awards should approach the maximum level, as follows:

•

The cash incentive awards granted to our Named Executive Officers for 2012 performance ranged from 92% to 99% of their respective maximum levels; and

•

The long-term equity incentive awards granted to our Named Executive Officers in January 2013 for 2012 performance ranged from 80% to 95% of their respective maximum levels.

              During 2012, we continued our commitment to responsible compensation and corporate governance practices, including through the following:

ü

The structure of our executive compensation program includes a balanced mix of cash and equity compensation with a strong emphasis on performance-based annual and long-term incentive awards;

ü

The value of our Named Executive Officers' incentive awards are based on multiple performance metrics that promote stockholder value with payouts capped and subject to the Compensation Committee's or the independent Board members' overall assessment of performance;

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ü

The long-term equity incentive awards granted to our Named Executive Officers for prior-year performance have time-based vesting schedules to enhance retention and alignment with long-term stockholder value;

ü

Our Compensation Committee, which is comprised solely of independent directors, engages an independent compensation consultant to advise on matters related to our executive compensation program;

ü

We maintain meaningful share ownership guidelines for our executive officers and non-employee directors;

ü

Our Compensation Committee annually assesses the potential risks of our compensation policies and practices;

ü

Our executive officers receive limited perquisites and other personal benefits that are not otherwise generally available to all of our employees; and

ü

Our Securities Trading Policy and Procedures prohibits our executive officers and directors from engaging in derivative and other hedging transactions in our securities, and it restricts our executive officers and directors from holding our securities in margin accounts or otherwise pledging our securities to secure loans without the prior approval of the Audit Committee (no executive officer or director pledged or held our securities in margin accounts at any time during 2012).

2012 Advisory Vote on Executive Compensation and Stockholder Outreach

              The Board has determined that an advisory vote to approve our executive compensation will be submitted to our stockholders on an annual basis. At our 2012 Annual Meeting of Stockholders, holders of approximately 65% of the shares represented at the meeting voted to approve, on an advisory basis, our executive compensation. Although a significant majority continued to support our executive compensation program, the result of the 2012 vote was in contrast to the approximately 96% that supported our executive compensation program in 2011. The level of support declined despite (a) the absence of significant changes to our general executive compensation program between the 2011 and 2012 Annual Meetings, (b) in the view of our Board, the strong alignment between our executive pay and performance both in 2011 and over longer time periods (see chart below) and (c) the quantitative alignment between our executive pay and performance as measured by stockholder advisory groups.

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              The chart below demonstrates our pay-for-performance alignment by comparing, for each of the past five years, the total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table contained in our proxy statements pursuant to the SEC's rules, to our prior-year performance relative to the RMZ index.¹

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(1)

The TSR point above each column is TSR for the preceding year, as long-term incentive compensation decisions are made in January of each year with reference to prior-year performance, including TSR. The vertical axis on the left reflects year-to-year TSR performance indexed to a 2006 base year.

              In connection with our 2012 Annual Meeting of Stockholders and in the months following the meeting, we engaged in a broad outreach program to discuss our executive compensation practices with our stockholders. Over the past year, we have discussed our executive compensation program with, or solicited feedback from, institutional investors that hold approximately 75% of the outstanding shares of our common stock. In advance of our 2012 Annual Meeting, we invited our 50 largest stockholders to engage in discussions about our executive compensation program. Following the results of the advisory vote on executive compensation at our 2012 Annual Meeting, we conducted additional outreach with our five largest stockholders (holding approximately 34% of the outstanding shares of our common stock) and our five largest stockholders that voted against our executive compensation at our 2012 Annual Meeting (holding approximately 6% of the outstanding shares of our common stock) to provide a forum for such stockholders to share their comments regarding the structure of our program. Together, these stockholders represented approximately 50% of the votes cast at our 2012 Annual Meeting, including approximately 30% of the votes cast against the advisory vote on our executive compensation.

              From our discussions, we learned that our stockholders generally approve of the structure of our executive compensation program and support the pay-for-performance alignment we have consistently demonstrated. Based on our discussions with stockholders and stockholder advisory groups, we believe the year-over-year decline in support for our executive compensation program was primarily attributable to a one-time special equity retention grant to our Chief Executive Officer in 2011, which is not a continuing feature of our executive compensation program. Due to the unique nature of the equity grant and based on the positive feedback we have received from our stockholders regarding our

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pay-for-performance alignment, our consistent delivery of superior TSR, and our executive compensation program generally, the Compensation Committee and the independent members of the Board have determined that substantial changes to the structure of our compensation program would be inappropriate and contrary to our stockholders' expectations. However, consistent with the value our Board places on continuing and constructive feedback from our stockholders, our executive compensation program and the related disclosure in this CD&A reflect the following enhancements for 2012:

ü

Changes to the comparative group of peer companies that the Compensation Committee and the independent members of the Board use for compensation purposes to position us closer to the median in terms of market capitalization and enterprise value in light of our significant growth (see "Compensation Consultant and Benchmarking" below);

ü

Changes to our benchmarking practices to target to the median (previously 65^th percentile) of our comparative group of peer companies (see "Compensation Consultant and Benchmarking" below); and

ü

Expansion of the disclosures in this CD&A regarding the performance metrics considered by the Compensation Committee and the independent members of the Board, including how such metrics contributed to the determination of the value of our Named Executive Officers' incentive awards and support our pay-for-performance philosophy (see "Elements of Our Compensation Program—Annual Cash Incentive Compensation" and "—Long-Term Equity Incentive Compensation" below).

              In addition to the changes described above, the Board reviewed our long-term incentive plan in the context of the input we received from certain of our stockholders. Notwithstanding the fact that our long-term equity incentive awards have historically been 100% performance-based, certain stockholders questioned the discretion available to the Board in evaluating the performance achieved by our Named Executive Officers and the effect that this discretion could have on the value of the long-term equity incentive awards. For this reason, beginning with the 2013 compensation cycle, 50% of the value of our Named Executive Officers' long-term equity incentive awards will be determined solely by achievement of quantitative performance metrics that are not subject to Compensation Committee or Board discretion. Of this 50% quantitative portion, 70% will be based on our one- and three-year relative TSR performance, and the remaining 30% will be based on maintaining a strong balance sheet, a key measure of risk management. The other 50% of the value of our Named Executive Officers' long-term equity incentive awards will continue to be based on performance metrics that that enable the Compensation Committee and the independent members of the Board to use their discretion to reward actions that preserve long-term stockholder value and discourage excessive risk-taking. Although the Compensation Committee and the independent members of the Board believe that this 50/50 split between a fixed quantitative evaluation of performance and a more qualitative evaluation provides the appropriate incentive structure and balance to drive long-term stockholder value and discourage excessive risk-taking at the current time, they will continue to evaluate our long-term incentive plan in the context of our overall executive compensation program and our business needs and based on feedback from our stockholders.

              The Compensation Committee and the independent members of the Board have carefully evaluated our overall executive compensation program and believe that, with the changes discussed above, it is well designed to achieve our objectives of retaining talented executives and rewarding superior performance in the context of our business risk environment. We believe that the changes implemented address the constructive feedback we received in the course of our 2012 stockholder

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outreach program and demonstrate our commitment to pay-for-performance and responsiveness to our stockholders.

Objectives of Our Compensation Program

              We recognize that effective compensation strategies are critical to recruiting and retaining key employees who contribute to our long-term success and thereby create value for our stockholders. Accordingly, our compensation program is designed to achieve the following primary objectives:

ü

Attract, retain and motivate talented executives;

ü

Link realized compensation to the achievement of pre-established financial and strategic company goals, as well as individual goals;

ü

Reward performance that meets or exceeds these goals;

ü

Encourage executives to become and remain long-term stockholders of Ventas;

ü

Provide balanced incentives that do not promote excessive risk-taking;

ü

Provide flexibility that incentivizes our executive officers to manage risk and allows them to adjust to meet rapidly changing market and business conditions; and

ü

Maintain compensation and corporate governance practices that are designed to deliver consistent, superior total returns to stockholders.

              We align the interests of our executive officers and stockholders by maintaining a performance- and achievement-oriented environment that provides executives with the opportunity to earn market-competitive levels of cash and equity compensation for strong performance measured against key financial and strategic goals.

Compensation Consultant and Benchmarking

              The Compensation Committee retained PM&P as its independent compensation consultant to advise it and the independent members of our Board on matters related to our Named Executive Officers' compensation and compensation program design for 2012. At the time of engagement, the Compensation Committee reviewed PM&P's independence for 2012, determined that PM&P met the independence criteria under our Compensation Consultant Independence Policy and determined that PM&P's engagement raised no conflict of interest. In 2013, the Compensation Committee recommended, and the Board approved, changes to our Compensation Committee charter to incorporate the standalone Compensation Consultant Independence Policy and to reflect the adoption of rules regarding compensation consultant independence by the SEC and the NYSE, and the Compensation Committee determined that PM&P met the independence criteria under our revised Compensation Committee charter.

              In 2012, PM&P provided the Compensation Committee and the independent members of our Board with comparative market data on compensation practices and programs based on its analysis of a group of peer companies (the "Comparable Companies") and provided guidance on compensation best practices. Using this market data, PM&P advised the Compensation Committee and the independent members of our Board and made recommendations with respect to setting base salaries and incentive award levels for our executive officers.

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              In determining 2012 compensation targets for our Named Executive Officers, the Compensation Committee, in consultation with PM&P, considered the competitive positioning of our executive compensation levels relative to compensation data for the Comparable Companies with respect to the following components of pay: base salary; total annual compensation (base salary plus annual incentives); long-term incentives (annualized expected value of long-term incentives); and total direct compensation (base salary plus annual incentives plus annualized expected value of long-term incentives). In 2011, due to our larger size and superior historical performance relative to our compensation comparative group, we generally targeted the median of our 2011 comparative group for base salary and the 65^th percentile of our 2011 comparative group for total annual compensation, long-term incentives and total direct compensation. In 2012, in connection with establishing the Comparable Companies as the appropriate comparator group for executive compensation, we revised our compensation philosophy to target the median of the Comparable Companies for each of base salary, total annual compensation, long-term incentives and total direct compensation. Our 2012 executive compensation program was designed to deliver compensation levels above or below these targets if Named Executive Officer performance exceeded or failed to achieve the goals established for the annual and long-term incentive awards. We believe this methodology is appropriate for our operating style and reflects the need to attract, retain and stretch top executive talent.

              The Comparable Companies consist of REITs similar to us in terms of operations and FFO and generally falling within a range of 50% to 200% of our enterprise value and market capitalization. The Compensation Committee annually reviews the Comparable Companies to ensure that the companies included remain comparable to us in terms of size and operations and may change the composition of the group from time to time as appropriate. In August 2011, the Compensation Committee approved the 15 companies identified below as the appropriate Comparable Companies for 2012 compensation. The Comparable Companies reported compensation data for executive positions with responsibilities similar in breadth and scope to those of our executive officers, and we believe these companies generally competed with us for executive talent and stockholder investment in 2012.

Comparable Companies for 2012 Compensation

              The Comparable Companies identified above reflect several changes made by the Compensation Committee in connection with its August 2011 review of the comparative group. Due to our significant growth in 2010 and 2011, our relative positioning in the comparative group had risen to

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the 74^th percentile with respect to enterprise value and the 77^th percentile with respect to equity market capitalization. Accordingly, to position us closer to the median of our peer group for 2012 comparative purposes as displayed above, the Compensation Committee, after consultation with PM&P, removed Duke Realty Corp., Federal Realty Investment Trust, Liberty Property Trust, Regency Centers Corp., Weingarten Realty Investors, and Kindred Healthcare, Inc. due to their smaller size and added Simon Property Group, Inc., General Growth Properties, Inc. and Brookfield Office Properties, Inc. because they met the applicable selection criteria (50% to 200%) in terms of enterprise value and market capitalization. In addition, the Compensation Committee removed AMB Property Corporation, which merged with Prologis, Inc. in June 2011, and Nationwide Health Properties, Inc., which was acquired by us in July 2011.

Elements of Our Compensation Program

              For 2012, the compensation provided to our executive officers consisted of the same elements generally available to our non-executive officers, including base salary, annual cash incentive compensation, long-term equity incentive compensation, and other perquisites and benefits, each of which is described in more detail below. The structure of our executive compensation program has remained consistent for several years, and the feedback received from our stockholders during our 2012 stockholder outreach program was a factor considered by the Compensation Committee in continuing this structure with limited changes.

              Our executive compensation philosophy promotes a compensation mix that emphasizes variable pay and long-term stockholder value. Accordingly, our compensation structure is designed such that a significant portion of total direct compensation is in the form of equity awards that vest over time. Our emphasis on variable compensation creates greater alignment with the interests of our stockholders, ensures that our business strategy is executed by decision-makers in a manner that focuses on the creation of long-term value rather than only short-term results, and encourages prudent evaluation of risks. We believe that our executive compensation program is well balanced between cash and equity-based compensation and between fixed and performance-based compensation to support our compensation philosophy.

              The following charts illustrate each Named Executive Officer's target base salary, annual cash incentive compensation and long-term equity incentive compensation as a percentage of total target direct compensation for 2012 (amounts may not total to 100% due to rounding). The target direct compensation for each of Ms. Cafaro and Mr. Lewis reflects a heavier weight on long-term equity incentive compensation because the Compensation Committee believes that, due to their leadership roles as our Chief Executive Officer and President, respectively, their compensation structures should have greater alignment with our stockholders than our other Named Executive Officers.

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Base Salary

              The base salary payable to each Named Executive Officer provides a fixed component of compensation that reflects the executive's position and responsibilities. Base salary is generally targeted to approximate the competitive market median of the Comparable Companies, but may deviate from this target based on an individual's sustained performance, contribution, experience, expertise and specific roles within our company as compared to the benchmark data. Base salary is reviewed annually and may be adjusted to better match competitive market levels or to recognize an executive's professional growth and development or increased responsibility. The Compensation Committee also considers the success of the executive officer in developing and executing our strategic plans, exercising leadership and creating stockholder value, but does not assign any specific weights to these factors.

              In connection with its review of 2012 base salaries for our Named Executive Officers, the Compensation Committee analyzed and evaluated base salary information from a compensation study of the Comparable Companies prepared by PM&P. Although the Compensation Committee periodically considers data from REIT industry and other compensation surveys, the Compensation Committee places primary emphasis on publicly available data from the Comparable Companies' proxy statements, which is more detailed by individual executive officer position than the data typically provided in compensation surveys.

              For 2012, the Compensation Committee and, in the case of the Chief Executive Officer, the independent members of our Board approved the following increases in base salary for the Named Executive Officers:

              These increased base salaries reflect market competitive levels such that the Named Executive Officers' 2012 base salaries ranged from 10% below to 18% above the market median for the Comparable Companies. Messrs. Lewis and Riney received larger percentage increases than our other Named Executive Officers to position their base salaries closer to the market median for the Comparable Companies.

Annual Cash Incentive Compensation

              Overview.    We provide our Named Executive Officers with an annual opportunity to earn cash incentive awards for achievement of pre-established company and individual goals. At the beginning of each performance year, the Compensation Committee and, in the case of the Chief Executive Officer, the independent members of our Board approve specific performance metrics and related goals and an award opportunity range (expressed as multiples of base salary and corresponding to threshold, target and maximum levels of performance) for each Named Executive Officer. We believe that the goals established by the Compensation Committee and the independent members of the Board are stretch goals, such that strong performance is expected in order to pay out at target levels and superior performance is expected in order to pay out above target levels.

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              Award Opportunities.    At the beginning of 2012, the Compensation Committee and, in the case of the Chief Executive Officer, the independent members of our Board approved the following annual cash incentive award opportunities for our Named Executive Officers' 2012 performance:

2012 Annual Cash Incentive Opportunity
(as a multiple of base salary)

              The threshold, target and maximum annual cash incentive opportunities, as multiples of base salary, for each Named Executive Officer did not change from 2011. At target, the 2012 annual cash incentive award for each Named Executive Officer, together with such Named Executive Officer's 2012 base salary, would result in market competitive levels such that the Named Executive Officers' 2012 total target annual compensation ranged from 14% below to 5% above the market median of the Comparable Companies. The Compensation Committee believes that the Chief Executive Officer's compensation should have greater alignment with stockholders than our other executive officers, and, therefore, Ms. Cafaro's annual cash incentive opportunity has greater leverage and a wider range of outcomes than the annual cash incentive opportunities of our other Named Executive Officers.

              Performance Metrics.    Below is a summary of the performance metrics and goals approved by the Compensation Committee and the independent members of the Board at the beginning of 2012 for 2012 performance, the relative weighting for each performance metric and the rationale as to why each

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performance metric is an important component of our pay-for performance philosophy. Consistent with our compensation philosophy, the 2012 goals were challenging, but achievable.

 

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              Performance.    In the first quarter of the year following the performance year, each Named Executive Officer's performance is evaluated with respect to the applicable company and individual performance metrics and related goals to determine the earned value of the individual's annual cash incentive award, if any, within the award opportunity range. Below is a summary of our actual 2012 performance with respect to each performance metric, as determined by the Compensation Committee and the independent members of our Board in January of 2013.

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              As discussed above, due to Mr. Lillibridge's responsibility for the strategic focus, vision and overall leadership of our MOB operations, only 25% and 15%, respectively, of his 2012 annual cash incentive award was based on the company financial goals (normalized FFO per share, relative TSR and net debt to adjusted pro forma EBITDA) and his individual performance objectives. The remaining portion (60%) of his award was based on the 2012 financial performance of our MOB operations segment. Below is a summary of the 2012 financial performance of our MOB operations segment, as considered by our Compensation Committee in evaluating Mr. Lillibridge's 2012 performance and determining the amount of his 2012 annual cash incentive award.

              In addition to the company and MOB operations segment financial goals summarized above, the Compensation Committee and, in the case of our Chief Executive Officer, the independent members of the Board evaluated the individual performance of each Named Executive Officer with respect to individual objectives covering areas of emphasis that relate to the Named Executive Officer's particular responsibilities and duties. Below is a summary of several significant accomplishments for each of our Named Executive Officers that were considered by the Compensation Committee and the independent members of the Board in evaluating our Named Executive Officers' 2012 performance and determining the amount of their 2012 annual cash incentive awards.

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              Earned Awards.    In January 2013, the Compensation Committee and, in the case of our Chief Executive Officer, the independent members of our Board determined that our company had achieved at a very high level along the continuum of performance established for the company financial goals and recognized the performance of our Named Executive Officers toward the attainment of such goals as well as each Named Executive Officer's contributions to our overall performance, in each case as discussed above. In determining the annual cash incentive award for Ms. Cafaro, the Compensation Committee and the independent members of the Board specifically determined that we had an outstanding year in 2012 and that Ms. Cafaro showed strong performance and leadership. Based on the foregoing, the Compensation Committee and, in the case of the Chief Executive Officer, the independent members of our Board approved annual cash incentive awards to our Named Executive Officers for 2012 performance as shown below. The actual award amounts are also set forth in the "Non-Equity Incentive Plan Compensation" column of the 2012 Summary Compensation Table.

2012 Annual Cash Incentive Awards
(as a multiple of base salary)

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Long-Term Equity Incentive Compensation

              Overview.    The Compensation Committee believes that a substantial portion of each Named Executive Officer's compensation should be in the form of long-term equity incentive compensation. While the annual cash incentive plan rewards management actions that impact short-and mid-term performance, the Compensation Committee recognizes that the interests of our stockholders are also served by giving key employees the opportunity to participate in the long-term appreciation of our common stock through long-term equity incentive awards. Equity incentive awards encourage management to create stockholder value over the long term because the value of the equity awards is directly attributable to changes in the price of our common stock over time. In addition, equity awards are an effective tool for management retention because full vesting of the awards generally requires continued employment for multiple years. For these reasons, our Named Executive Officers have the opportunity to earn long-term equity incentive awards in the form of restricted stock and stock options for their performance with respect to established performance metrics on an annual basis.

              Unlike equity awards at certain other companies that are granted prior to executive officer performance, our long-term equity incentive awards require the satisfaction of performance goals prior to grant. Similar to our annual cash incentive awards, the grant and size of our long-term equity incentive awards are determined solely by past performance. Equity awards, if earned, are granted at the beginning of each fiscal year for performance through the preceding fiscal year. If threshold performance is not achieved for a particular performance period, no long-term equity incentive awards are granted for that period. As a result, at the time long-term equity incentive awards are granted, the awards have been fully earned and are not subject to additional performance-based vesting requirements. While our long-term equity incentive awards are subject to additional time-based vesting requirements, these vesting requirements exist to promote retention. Because our long-term equity incentive awards satisfy performance requirements prior to grant, the imposition of additional vesting requirements based on future performance would be inequitable and would hinder the competitiveness of our executive compensation program. See also "—Earned Compensation of Our Named Executive Officers for 2012, 2011 and 2010 Performance."

              Award Opportunities.    At the beginning of each performance year, the Compensation Committee and, in the case of the Chief Executive Officer, the independent members of our Board approve specific performance metrics and an award opportunity range (expressed as multiples of base salary and corresponding to threshold, target and maximum levels of performance) for each Named Executive Officer. At the beginning of 2012, the Compensation Committee and, in the case of the Chief Executive Officer, the independent members of our Board approved the following long-term equity incentive opportunities for our Named Executive Officers.

2012 Long-Term Equity Incentive Opportunity
(as a multiple of base salary)

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              Ms. Cafaro's threshold and target long-term incentive opportunities, as multiples of her base salary, were adjusted in 2012 (from 1.60 and 3.20, respectively, in 2011) to position Ms. Cafaro's total target direct compensation closer to the market median for the Comparable Companies. In all other respects (including Ms. Cafaro's maximum long-term incentive opportunity), the 2012 threshold, target and maximum long-term incentive opportunities, as multiples of base salary, for each Named Executive Officer did not change from 2011. At target, the 2012 long-term incentive award for each Named Executive Officer, together with such Named Executive Officer's base salary and target annual cash incentive award, would result in market competitive levels such that the Named Executive Officers' 2012 total target direct compensation ranged from 27% below to 3% above the market median of the Comparable Companies. Similar to our philosophy regarding annual cash incentive opportunities, the Compensation Committee believes that our Chief Executive Officer's compensation should have greater alignment with stockholders than our other executive officers, and, therefore, Ms. Cafaro's long-term incentive opportunity has greater leverage and a wider range of outcomes than the long-term incentive opportunities of our other Named Executive Officers.

              Performance Metrics.    At the beginning of 2012, the Compensation Committee and, in the case of the Chief Executive Officer, the independent members of our Board also approved the performance metrics for the 2012 long-term equity incentive awards. Below is a summary of the performance metrics and the rationale as to why each performance metric is an important component of our pay-for-performance philosophy.

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              Consistent with our historical practice, the 2012 long-term equity incentive award performance metrics approved by the Compensation Committee and the independent members of our Board established specific focus areas that reflect our business strategy and market conditions. While performance with respect to some of the above metrics can be measured objectively, the absence of rigid goals and formulaic determinations of performance allows management to adjust to meet rapidly changing market and business conditions and to act appropriately to create, and preserve, long-term value for our stakeholders. This flexibility is uniquely important to our company because of the volatility caused by increasing consolidation in the healthcare real estate industry in recent years, unpredictable changes in business models and government reimbursement policies, our historically high volume of acquisition activity, and the value to our business of timely and effective capital markets execution in a rapidly changing and volatile environment. As a result of these industry and strategic considerations, rigid goals and formulaic determinations of performance can increase compensation risk by encouraging a narrow focus that may be inappropriate due to rapidly changing conditions during the performance period. For these reasons, the Compensation Committee and the independent members of our Board approved the performance metrics described above for the 2012 long-term equity incentive awards, but retained discretion to evaluate performance qualitatively and to determine that actual performance was higher or lower than a strict quantitative approach might suggest. The Compensation Committee and the independent members of the Board believe that this approach has been instrumental in driving consistent, superior total returns to our stockholders and limiting risk in our executive compensation program.

              In 2012, the Compensation Committee and the independent members of the Board assessed the level of discretion permitted in evaluating performance achieved by our Named Executive Officers with respect to long-term equity incentive awards. Based on this assessment and feedback from our stockholders during our 2012 stockholder outreach program, beginning with the 2013 compensation cycle, 50% of the value of our Named Executive Officers' long-term equity incentive awards will be determined solely by achievement of quantitative performance metrics that are not subject to Board discretion. Importantly, 70% of the value of the quantitative portion will be based on our one- and three-year relative TSR performance, and the remaining 30% will be based on maintaining a strong balance sheet, a key measure of risk management. Due to the importance of maintaining flexibility in the evaluation of long-term performance, as discussed above, the Compensation Committee and the independent members of the Board will retain discretion with respect to the other 50% of the long-term equity incentive awards. Although the Compensation Committee and the independent members of the Board believe that this 50/50 split between a fixed quantitative evaluation of performance and a more qualitative evaluation provides the appropriate incentive structure and balance to drive long-term stockholder value and discourage excessive risk-taking at the current time, they will continue to evaluate our long-term incentive plan in the context of our overall executive compensation program and our business needs and based on feedback from our stockholders. See also "—2012 Advisory Vote on Executive Compensation and Stockholder Outreach."

              Performance.    In the first quarter of 2013, the Compensation Committee and the independent members of our Board carefully evaluated each Named Executive Officer's performance with respect to the 2012 long-term equity incentive plan performance metrics in the context of the macroeconomic environment and conditions in the healthcare REIT industry to determine the earned value of each Named Executive Officer's award, if any, within the applicable award opportunity range. Below is a summary of our performance with respect to each of the performance metrics, as determined by the Compensation Committee and the independent members of the Board. Although the Compensation Committee and the independent members of the Board did not give a specific percentage weight to each performance metric, the order of the performance metrics below represents the relative importance placed on each metric by the Compensation Committee and the independent members of the Board (e.g., relative TSR was given the most importance by the Compensation Committee and the independent members of the Board in evaluating the performance of our Named Executive Officers).

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MORE IMPORTANCE

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LESS IMPORTANCE

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              Earned Awards.    In January 2013, the Compensation Committee and, in the case of our Chief Executive Officer, the independent members of our Board considered the performance metrics discussed above and recognized each Named Executive Officer's contributions to our overall performance. In determining the long-term equity incentive award for Ms. Cafaro, the Compensation Committee and the independent members of the Board recognized that our company and Ms. Cafaro had delivered superior performance and also considered the leverage in Ms. Cafaro's compensation structure, including the absolute dollar value of her compensation relative to the market, and the Board's belief that our Chief Executive Officer's compensation should have greater alignment with stockholders than our other executive officers. Based on the foregoing, the Compensation Committee and, in the case of the Chief Executive Officer, the independent members of our Board approved long-term equity incentive awards to our Named Executive Officers for 2012 as shown below. The actual award amounts will be reflected in next year's Summary Compensation Table as restricted stock and stock option awards granted in 2013.

2012 Long-Term Incentive Awards
(as a multiple of base salary)

              For 2012, long-term incentive compensation consisted of equity awards in the form of stock options and shares of restricted stock granted pursuant to our 2012 Incentive Plan. The Compensation Committee determined that 70% of the value of the 2012 long-term equity incentive awards should be granted in the form of shares of restricted stock and 30% should be granted in the form of stock options. The Compensation Committee believes that restricted stock provides a stronger incentive to create and preserve long-term stockholder value and, therefore, has weighted the long-term equity incentive awards more heavily toward restricted stock. Furthermore, restricted stock is the most prevalent form of long-term incentive compensation among the Comparable Companies.

              Shares of restricted stock and stock options are granted to our Named Executive Officers, other than the Chief Executive Officer, on the date that the Compensation Committee meets to review annual performance and determine the value of the long-term equity incentive awards. Shares of restricted stock and stock options are granted to our Chief Executive Officer on the date that the independent members of our Board meet to review and approve the Compensation Committee's

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recommendations with respect to the value of the Chief Executive Officer's long-term equity incentive award. Typically, these meetings of the independent members of our Board and the Compensation Committee are held on the same day. The long-term equity incentive awards granted to our Named Executive Officers generally vest in three equal annual installments, beginning on the date of grant. Stock options are generally subject to a ten-year term, and the stock option exercise price is the closing price of our common stock on the date of grant.

              Earned Compensation of Our Named Executive Officers for 2012, 2011 and 2010 Performance.    Due to SEC rules that require the full grant date fair value of equity awards to be included in the Summary Compensation Table for the year in which they were granted, the compensation set forth in the Summary Compensation Table disconnects the value of our long-term equity incentive awards from the performance year for which they were earned (e.g., long-term equity incentive awards granted in January 2013 for 2012 performance will not be shown in the Summary Compensation Table until our 2014 Proxy Statement as 2013 compensation). For this reason and to provide stockholders with a calculation of our Named Executive Officers' total direct compensation that is consistent with how the Board evaluates executive compensation and pay-for-performance, we are providing the supplemental table below, which aligns the value of our long-term equity incentive awards with the performance year for which they were earned (e.g., long-term equity incentive awards granted in January 2013 for 2012 performance are shown as 2012 compensation). This table supplements, and does not replace, the Summary Compensation Table.

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Other Benefits and Perquisites

              Our Named Executive Officers are generally eligible to participate in the same benefit programs that we offer to other employees. In 2012, we provided the following significant benefits to our employees, including our Named Executive Officers:

•

Health, dental and vision insurance (of which we paid 90% of the premium in 2012);

•

Short-term disability, long-term disability and life insurance coverage (at no cost to the employee); and

•

Participation in a 401(k) plan (to which we made matching contributions up to 3.5% of the employee's base salary, up to the federal limit, in 2012).

We believe these benefits are competitive with overall market practices. In addition, we provide certain limited perquisites and other personal benefits to attract and retain superior employees for key positions. In 2012, the only perquisites and benefits provided to our Named Executive Officers that were not otherwise available to all employees consisted of: supplemental disability and life insurance coverage for Ms. Cafaro; payment of limited spousal travel and entertainment benefits while accompanying the Named Executive Officer on certain company business and business development activities for Ms. Cafaro and Mr. Lewis; provision of a parking space for a portion of the year (with no incremental cost to us) for Ms. Cafaro and Mr. Lewis; and reimbursement for the cost of parking and membership in certain professional and social organizations for Mr. Lillibridge. The Compensation Committee periodically reviews the perquisites and other personal benefits provided to each Named Executive Officer and has determined that they are consistent with current market practice. Except for the eligibility to participate in our 401(k) plan and our matching contributions to the 401(k) plan, as described above, we do not provide our Named Executive Officers with any retirement benefits.

Severance Benefits

              Under existing employment or change of control severance agreements, our Named Executive Officers are entitled to receive severance benefits upon certain qualifying terminations of employment (subject to any required payment delay pursuant to Section 409A of the Code). Generally, the severance arrangements support executive retention and continuity of management and provide replacement income if an executive is terminated involuntarily other than for cause.

              Pursuant to her employment agreement, our Chief Executive Officer is not entitled to severance benefits solely upon a change of control, nor is she entitled to any tax gross-ups with respect to payments made in connection with a change of control. Although legacy arrangements with Messrs. Lewis, Riney and Schweinhart, which have been in existence and have not been amended for several years (other than certain amendments to comply with Section 409A of the Code and the amendment of Mr. Riney's change-in-control severance agreement to eliminate a "modified single trigger" change of control provision), provide certain tax gross-up payments with respect to payments made in connection with a change of control, no tax gross-up would have been payable to any of our Named Executive Officers under the scenarios and assumptions presented under "—Potential Payments Upon Termination or Change of Control" in this Proxy Statement. At the time we entered into each such arrangement, the Compensation Committee considered the potential severance benefits, including any potential tax gross-up, to be necessary to attract and retain top executives and, based on the market compensation analyses of the Compensation Committee's independent compensation consultant, to be consistent with then current competitive market practices. Our employment agreement with

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Mr. Lillibridge, which we entered into in 2010, does not provide for any tax gross-up payments in connection with a change of control.

Tax Considerations

              Section 162(m) of the Code places a limit of $1 million on the amount of compensation that we may deduct in any year with respect to each of our Named Executive Officers other than the Chief Financial Officer, unless the compensation is performance-based compensation and meets certain other requirements, as described in Section 162(m) and the related regulations. We may consider qualification for deductibility under Section 162(m) for compensation paid to our Named Executive Officers. The Compensation Committee believes, however, that our executive compensation program should be flexible, maximize our ability to recruit, retain and reward high-performing executives and promote varying corporate goals. Accordingly, the Compensation Committee may approve compensation that exceeds the $1 million limit or does not otherwise meet the requirements of Section 162(m), but that is deemed to be in our best interests and the best interests of our stockholders.

Minimum Share Ownership Guidelines for Executive Officers

              Our minimum share ownership guidelines require each executive officer to maintain a minimum equity investment in our company based upon a multiple (five times, in the case of the Chief Executive Officer, and three times, in the case of all other executive officers) of his or her base salary at the time his or her compliance with the guidelines is evaluated. Each executive officer must achieve the minimum equity investment within five years from the date he or she first becomes subject to the guidelines and, until such time, must retain at least 60% of our common stock granted to the executive officer or purchased by the executive officer through the exercise of stock options. The independent members of our Board annually review each executive officer's compliance with the guidelines as of July 1. All of our executive officers are currently in compliance with the minimum share ownership guidelines. Except as described above, our minimum share ownership guidelines and our 2012 Incentive Plan do not require a minimum holding period for stock options, restricted stock or other equity grants.

Adjustment or Recovery of Awards

              Under Section 304 of the Sarbanes-Oxley Act, if we are required to restate our financial results due to material noncompliance with any financial reporting requirement as a result of misconduct, our Chief Executive Officer and Chief Financial Officer must reimburse us for (1) any bonus or other incentive-based or equity-based compensation received during the 12 months following the public issuance of the non-compliant document and (2) any profits realized from the sale of our securities during those 12 months. Following the SEC's adoption of final rules regarding executive compensation recoupment policies pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we will consider and adopt a separate executive compensation recoupment policy in accordance with the final rules. Our equity award agreements currently provide that the awards are subject to recoupment under any such policy we may adopt in the future.

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Compensation Tables

2012 Summary Compensation Table

              The following table sets forth the compensation awarded or paid to, or earned by, each of the Named Executive Officers during 2012, 2011 and 2010 (for supplemental information regarding the total direct compensation earned by the Named Executive Officers for 2012 performance, see "Compensation Discussion and Analysis—Earned Compensation of our Named Executive Officers for 2012, 2011 and 2010 Performance" above):

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2012 Grants of Plan-Based Awards Table

              The following table provides additional information relating to grants of plan-based awards made to our Named Executive Officers during 2012:

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2012 Outstanding Equity Awards at Fiscal Year-End Table

              The following table sets forth information regarding equity-based awards granted to our Named Executive Officers that were outstanding at December 31, 2012:

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2012 Options Exercised and Stock Vested Table

              The following table sets forth information regarding the value realized by our Named Executive Officers pursuant to the vesting or exercise of equity-based awards during 2012:

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Employment and Change of Control Severance Agreements with Named Executive Officers

              We are parties to the following employment and change of control severance agreements with our Named Executive Officers:

•

A second amended and restated employment agreement with Ms. Cafaro dated March 22, 2011 (the "Cafaro Employment Agreement");

•

An employment agreement with Mr. Lewis dated September 18, 2002, as amended (the "Lewis Employment Agreement");

•

An employment agreement with Mr. Lillibridge dated July 1, 2010 (the "Lillibridge Employment Agreement");

•

An amended and restated employment agreement with Mr. Riney dated July 31, 1998, as amended (the "Riney Employment Agreement"), and an amended and restated change-in-control severance agreement with Mr. Riney dated March 22, 2011 (the "Riney Severance Agreement"); and

•

An amended and restated employment agreement with Mr. Schweinhart dated December 31, 2004, as amended (the "Schweinhart Employment Agreement").

Under these agreements, our Named Executive Officers are entitled to receive severance benefits upon certain qualifying terminations of employment (subject to any required payment delay pursuant to Section 409A of the Code). At the time we entered into each of the agreements, the Compensation Committee and, in the case of our Chief Executive Officer, the independent members of our Board considered the potential severance benefits, including any potential tax gross-up, to be necessary to attract and retain top executives and, generally based on market compensation analyses of the Compensation Committee's independent compensation consultant, to be consistent with then current competitive market practices.

Employment Agreement: Cafaro

              The Cafaro Employment Agreement provides Ms. Cafaro with an annual base salary of not less than $915,000 and eligibility to participate in our incentive and other employee benefit plans. The Cafaro Employment Agreement requires that we provide Ms. Cafaro with $2 million of life insurance coverage and executive disability coverage that would provide annual benefits of at least 100% of her base salary. Under the Cafaro Employment Agreement, the term of Ms. Cafaro's employment will continue until terminated or the Cafaro Employment Agreement is amended. Upon termination of the Cafaro Employment Agreement for any reason, Ms. Cafaro will be subject to noncompetition and nonsolicitation restrictions for a period of one year. Ms. Cafaro will also be subject to certain confidentiality and nondisparagement restrictions.

              Under the terms of the Cafaro Employment Agreement, Ms. Cafaro is entitled to the benefits summarized below upon the event specified. Under certain circumstances, Ms. Cafaro's severance payments or other benefits are subject to reduction such that there will be no taxes imposed upon her by Section 4999 of the Code or any similar state or local tax.

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*

"Cause" means Ms. Cafaro's (1) conviction of or plea of nolo contendere to a crime involving moral turpitude or (2) willful and material breach of her duties and responsibilities that is directly and materially harmful to our business and reputation and that is committed in bad faith or without reasonable belief that such conduct is in our best interests and, with respect to (2), the Board's adoption of a resolution by a vote of at least 75% of its members so finding after giving Ms. Cafaro and her attorney an opportunity to be heard.

"Good Reason" means the occurrence of any of the following events: (1) a diminution in Ms. Cafaro's position, authority, duties or responsibilities as Chief Executive Officer (Ms. Cafaro ceasing to be the chief executive officer of a publicly traded company following a transaction in which we are a participant will constitute a diminution under this clause (1)); (2) a reduction in Ms. Cafaro's base salary, annual maximum bonus opportunity or, except as uniformly applicable to all of our similarly situated executives, benefits and perquisites; (3) our requiring Ms. Cafaro to relocate her principal business office to a location more than 30 miles from her existing office; (4) our failure or refusal to comply with any provision of the Cafaro Employment Agreement; (5) certain events of bankruptcy involving our company; and (6) our failure to obtain the assumption of the Cafaro Employment Agreement by any successor to all or substantially all of our business or assets.

"Target Bonus" means the greater of (1) the highest bonus paid to Ms. Cafaro pursuant to our annual incentive plan for any of the three preceding calendar years and (2) the full amount of Ms. Cafaro's annual bonus (assuming maximum individual and company performance) in respect of service for the year of termination.

**

Certain of Ms. Cafaro's outstanding stock option and restricted stock awards would vest in full upon death, disability or a change of control pursuant to the terms of the applicable incentive plan or award agreement.

Employment Agreements: Lewis and Schweinhart

              The Lewis Employment Agreement and the Schweinhart Employment Agreement (collectively, the "Executive Employment Agreements") contain substantially similar terms. The Executive Employment Agreements provide Mr. Lewis and Mr. Schweinhart (each, an "Executive") with annual base salaries of not less than $210,000 and not less than $262,000, respectively. The Executive Employment Agreements provide that the Executives are eligible for bonuses and to participate in our incentive and other employee benefit plans and shall receive a gross-up for any taxes imposed upon them by Section 4999 of the Code, or any similar state or local tax, as a result of payments or benefits to which the Executives may be entitled under the Executive Employment Agreements. Under certain

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circumstances, however, such payments or benefits are subject to reduction such that there will be no taxes imposed upon the Executives by Section 4999 of the Code or any similar state or local tax.

              The initial terms of the Lewis Employment Agreement and the Schweinhart Employment Agreement expired on September 30, 2003 and December 31, 2005, respectively; however, the term of each Executive Employment Agreement is automatically extended by one additional day for each day following the effective date of such agreement that Mr. Lewis or Mr. Schweinhart, as applicable, remains employed by us, unless we elect to cease such automatic extension with notice to the Executive. In such case, the Executive Employment Agreement will terminate no sooner than 12 months after the giving of notice. Upon termination of an Executive Employment Agreement for any reason, the Executive will be subject to noncompetition, nonsolicitation and noninterference restrictions for a period of one year. The Executive will also be subject to certain confidentiality and nondisparagement restrictions.

              Under the terms of the Executive Employment Agreements, the Executives are entitled to the benefits summarized below upon the event specified.

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*

"Cause" means the Executive's: (1) indictment for, conviction of, or plea of nolo contendere to any felony or misdemeanor involving fraud, dishonesty or moral turpitude; (2) willful or intentional material breach of his duties and responsibilities; (3) willful or intentional material misconduct in the performance of his duties under the Executive Employment Agreement; or (4) willful or intentional failure to comply with any lawful instruction or directive of the Chief Executive Officer. In the case of Mr. Schweinhart, "Cause" also means an order of any federal or state agency or court prohibiting Mr. Schweinhart from serving as our officer or Chief Financial Officer.

"Good Reason" means the occurrence of any of the following events: (1) the assignment to the Executive of any duties materially and adversely inconsistent with his position, authority or duties as prescribed by the Executive Employment Agreement, any other action by us that results in a diminution or other material adverse change in such position, authority or duties or our requiring him to be based at any office or location other than that described in the Executive Employment Agreement; (2) our failure to pay the Executive's minimum specified base salary; (3) our failure to provide the annual bonus opportunity prescribed by the Executive Employment Agreement; (4) our failure to provide any equity award, plan or benefits or perquisites prescribed by the Executive Employment Agreement; (5) any other material adverse change to the terms and conditions of the Executive's employment; and (6) our failure to cause the assumption of the Executive Employment Agreement by any successor to all or substantially all of our business or assets, in each case, that is not cured within 30 days after written notice from the Executive.

"Change of Control" means the occurrence of any of the following events: (1) beneficial ownership by any "person" or "group" (as those terms are defined in the Exchange Act), other than us, our subsidiaries or any employee benefit plan maintained by us, of 35% or more of any class of our outstanding equity securities or the combined voting power of our outstanding voting securities; (2) persons who constituted our Board as of August 2, 2002 (in the case of Mr. Lewis) or as of December 31, 2004 (in the case of Mr. Schweinhart), together with any new director whose election or nomination for election was approved by a vote of a majority of those persons, cease for any reason to constitute a majority of our Board; (3) consummation of a merger, consolidation or reorganization involving us (subject to certain exceptions); (4) approval by our stockholders of a complete liquidation or dissolution of our company; (5) approval by our stockholders of an agreement for the assignment, sale, conveyance, transfer, lease or other disposition of all or substantially all of our assets to any person, other than our subsidiaries; and (6) any other event that the Board determines constitutes an effective Change of Control.

"Maximum Annual Bonus" means the Executive's annual bonus, assuming maximum individual and company performance.

**

Certain of the Executives' outstanding stock option and restricted stock awards would vest in full upon death, disability or a change of control pursuant to the terms of the applicable incentive plan or award agreement.

Employment Agreement: Lillibridge

              The Lillibridge Employment Agreement provides Mr. Lillibridge with an annual base salary of not less than $375,000. In addition, Mr. Lillibridge is eligible for bonuses and to participate in our incentive and other employee benefit plans. Under the Lillibridge Employment Agreement, Mr. Lillibridge received two special equity incentive awards in the form of 111,122 shares of restricted stock in the aggregate, to encourage his long-term retention. The shares of restricted stock vest 15%, 15%, 20%, 25% and 25% on the first, second, third, fourth and fifth anniversaries, respectively, of the date of grant. In addition to vesting upon certain events as specified below, the shares of restricted stock will vest in full upon certain sales of substantially all of our medical office and outpatient healthcare properties or operations.

              The Lillibridge Employment Agreement also obligates us to reimburse Mr. Lillibridge for the cost of parking one automobile at his office location and for the cost of membership in three professional organizations, not to exceed $22,000 in the aggregate annually.

              The term of the Lillibridge Employment Agreement expires on July 1, 2015. The Lillibridge Employment Agreement subjects Mr. Lillibridge to certain noncompetition, nonsolicitation and noninterference restrictions until the later of July 1, 2015 and the second anniversary of the termination

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of his employment. In consideration of such restrictions, Mr. Lillibridge received a cash payment of $1.9 million on July 1, 2010. Mr. Lillibridge is also subject to certain confidentiality and nondisparagement restrictions.

              Under the terms of the Lillibridge Employment Agreement, Mr. Lillibridge is entitled to the benefits summarized below upon the event specified.

*

"Cause" means Mr. Lillibridge's: (1) indictment for, conviction of, or plea of nolo contendere to any felony or misdemeanor involving fraud, dishonesty or moral turpitude; (2) willful or intentional material breach of his duties and responsibilities; (3) willful or intentional material misconduct in the performance of his duties under the Lillibridge Employment Agreement; or (4) willful or intentional failure to comply with any lawful instruction or directive of the Chief Executive Officer.

"Good Reason" means the occurrence of any of the following events: (1) the assignment to Mr. Lillibridge of any duties materially and adversely inconsistent with, or a material diminution of, his position, authority or duties as prescribed by the Lillibridge Employment Agreement; (2) our requiring Mr. Lillibridge to be based at any office or location that is more than 50 miles from Chicago, Illinois; (3) our failure to pay Mr. Lillibridge's minimum specified base salary; (4) our failure to provide the annual bonus opportunity or any benefits or perquisites prescribed by the Lillibridge Employment Agreement; (5) our medical property operations ceasing to be operated under the Lillibridge brand and name without Mr. Lillibridge's consent; (6) any other material breach by us of the Lillibridge Employment Agreement; and (7) our failure to cause the assumption of the Lillibridge Employment Agreement by any successor to all or substantially all of our business or assets, in each case, that is not cured within 30 days after written notice from Mr. Lillibridge.

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"Change of Control" means the occurrence of any of the following events: (1) beneficial ownership by any "person" or "group" (as those terms are defined in the Exchange Act), other than us, our subsidiaries or any employee benefit plan maintained by us, of more than 50% of the combined voting power of our outstanding voting securities; (2) during any 12-month period, persons who constituted our Board as of July 1, 2010, together with any new director whose election or nomination for election was approved by a vote of a majority of those persons, cease for any reason to constitute a majority of our Board; (3) consummation of a merger, consolidation or reorganization involving us (subject to certain exceptions); (4) a complete liquidation or dissolution of our company; and (5) approval by our stockholders of an agreement for, and the consummation of, the sale or other disposition of all or substantially all of our assets to any person, other than our subsidiaries.


"Maximum Annual Bonus" means Mr. Lillibridge's annual bonus, assuming maximum individual and company performance.

**

Certain of Mr. Lillibridge's outstanding stock option and restricted stock awards would vest in full upon death, disability or a change of control pursuant to the terms of the applicable incentive plan or award agreement.

Employment Agreement and Change of Control Severance Agreement: Riney

              The Riney Employment Agreement provides Mr. Riney with an annual base salary of not less than $137,000 and eligibility to participate in our incentive and other employee benefit plans. The initial term of the Riney Employment Agreement expired on July 31, 1999; however, the term of the Riney Employment Agreement is automatically extended by one additional day for each day following the effective date of the agreement that Mr. Riney remains employed by us unless we elect to cease such automatic extension with notice to Mr. Riney. The Riney Employment Agreement will terminate one year following any such notice.

              Under the terms of the Riney Employment Agreement, the Riney Severance Agreement, Mr. Riney is entitled to the benefits summarized below upon the event specified. The Riney Employment Agreement and the Riney Severance Agreement provide for a gross-up for any taxes imposed upon him by Section 4999 of the Code, or any similar state or local tax, as a result of any payment or benefits to which he may be entitled under such agreements or any other agreement. Any severance benefits payable to Mr. Riney under the Riney Employment Agreement, including any tax gross-up, will be offset by any severance benefits payable to Mr. Riney under the Riney Severance Agreement.

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*

"Cause" means Mr. Riney's (1) conviction of or plea of nolo contendere to a crime involving moral turpitude or (2) willful and material breach of his duties and responsibilities that is committed in bad faith or without reasonable belief that such conduct is in our best interests and, with respect to (2), the Board's adoption of a resolution by a vote of at least 75% of its members so finding after giving Mr. Riney and his attorney an opportunity to be heard.

"Good Reason" means the occurrence of any of the following events: (1) the assignment to Mr. Riney of duties substantially of a non-executive or non-managerial nature; (2) an adverse change in Mr. Riney's status or position as an executive officer, including as a result of a diminution in his duties and responsibilities (other than a change directly attributable to our ceasing to be a publicly owned company); (3) a reduction in Mr. Riney's base salary, bonus opportunity or, except as uniformly applicable to all of our similarly situated executives, benefits and perquisites (which reduction, for purposes of the Riney Employment Agreement, is material); (4) our requiring Mr. Riney to relocate his principal business office to a location more than 30 miles from his existing office; and (5) our failure to obtain the assumption of the Riney Employment Agreement by any successor to all or substantially all of our business or assets, in each case, for purposes of the Riney Employment Agreement, that is not cured within 30 days after written notice from Mr. Riney.

"Change of Control" means the occurrence of any of the following events: (1) beneficial ownership by any "person" or "group" (as those terms are defined in the Exchange Act), other than us, our subsidiaries or any employee benefit plan maintained by us, of 20% or more of the combined voting power of our outstanding voting securities; (2) persons who constituted our Board as of May 1, 1998, together with any new director whose election or nomination for election was approved by a vote of a majority of those persons, cease for any reason to constitute a majority of our Board; (3) consummation of a merger, consolidation or reorganization involving us (subject to certain exceptions); (4) approval by our stockholders of a complete liquidation or dissolution of our company; (5) approval by our stockholders of an agreement for the assignment, sale, conveyance, transfer, lease or other disposition of all or substantially all of our assets to any person, other than our subsidiaries; and (6) any other event that the Board determines constitutes an effective Change of Control.

"Target Bonus" means the full amount of bonuses and performance compensation that would be payable to Mr. Riney, assuming satisfaction of all performance criteria on which such bonuses and performance compensation are based, in respect of services for the year of termination.

**

Certain of Mr. Riney's outstanding stock option and restricted stock awards would vest in full upon death, disability or a change of control pursuant to the terms of the applicable incentive plan or award agreement.

Potential Payments upon Termination or Change of Control

              The table below reflects the amount of compensation and benefits payable to each Named Executive Officer in the event of:

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Termination for Cause or without Good Reason;

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•

Termination other than for Cause or with Good Reason ("involuntary termination");

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A Change of Control (without any termination of employment);

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Involuntary termination following a Change of Control; and

•

Death or disability.

              The amounts shown are estimates of the amounts that would be paid to the Named Executive Officers assuming the applicable termination or Change of Control occurred December 31, 2012. The actual amounts can be determined only if and when the Named Executive Officer's employment is terminated or the Change of Control occurs. Receipt of benefits upon termination is subject to the execution of a general release of claims by the Named Executive Officer or his or her beneficiary. Although the Cafaro Employment Agreement, the Executive Employment Agreements and the Lillibridge Employment Agreement contain certain restrictive covenants, including noncompetition and nonsolicitation provisions, no specific value to the company has been ascribed to these covenants in the table below.

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              Our Board believes that the compensation paid to our non-employee directors should be competitive with the Comparable Companies as well as public companies of similar enterprise value, market capitalization and assets and should enable us to attract and retain individuals of the highest quality to serve as our directors. In addition, the Board believes that a significant portion of that compensation should align director interests with the long-term interests of our stockholders. Accordingly, non-employee directors receive a combination of cash and equity-based compensation for their services. Each of these components is described below. We also reimburse each non-employee director for travel and other expenses associated with attending Board and committee meetings, director education programs and other Board-related activities. Ms. Cafaro, our only employee director, does not receive compensation for her service as a director.

Cash Compensation

              The cash compensation paid to, or earned by, our non-employee directors in 2012 was comprised of the following three components:

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Quarterly Board retainer: Each non-employee director received a retainer of $18,750 for each calendar quarter in which he or she served as a director. The Presiding Director received an additional retainer of $6,250 for each calendar quarter of service.

•

Quarterly committee retainers: Each member (other than the chair) of the Audit, Compensation and Nominating Committees received a retainer of $5,000, $5,000 and $3,750, respectively, for each calendar quarter of service as a member of such committee. The chair of the Audit, Compensation and Nominating Committees received a retainer of $6,250, $6,250 and $5,000, respectively, for each calendar quarter of service as the chair of such committee.

•

Board and committee meeting fees: Each non-employee director received $1,500 for each Board meeting he or she attended in excess of the eighth Board meeting held during the year, $1,500 for each Audit, Compensation or Nominating Committee meeting he or she attended in excess of the sixth such committee meeting held during the year and $1,500 for each Investment or Executive Committee meeting he or she attended during the year (in each case, including telephonic meetings, unless the meeting was 30 minutes or less).

              Pursuant to our Nonemployee Directors' Deferred Stock Compensation Plan (the "Director Deferred Compensation Plan"), non-employee directors may elect to defer receipt of all or a portion of their retainer and meeting fees. Deferred fees are credited to each participating director in the form of stock units, based on the fair market value of our common stock on the deferral date. At the prior election of the participating director, dividend equivalents on the stock units are paid either in

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additional units or cash. After a participating director ceases to serve on the Board, or at such later time as he or she has previously designated, the director's stock unit account is settled in whole shares of our common stock on a one-for-one basis and distributed either in one lump sum or in installments over a period of not more than ten years, at the director's prior election. Fractional stock units are paid out in cash.

Equity-Based Compensation

              The equity-based compensation paid to our non-employee directors in 2012 consisted of stock options and shares of restricted stock or restricted stock units, at the director's prior election, granted pursuant to our 2006 Stock Plan for Directors as follows:

•

On January 1, each non-employee director who was serving on such date received: (1) options to purchase 5,000 shares of our common stock, having an exercise price equal to the fair market value of our common stock on the date of grant; and (2) shares of restricted stock or restricted stock units, at his or her prior election, having an aggregate value equal to $100,000 minus the value of the same-day grant of stock options described in clause (1).

•

Upon initial election or appointment to the Board, a newly-elected or appointed non-employee director would have received: (1) options to purchase a number of shares of common stock equal to a pro rata portion of the number of stock options granted to the existing directors on January 1 (determined by reference to the number of days remaining in the calendar year), having an exercise price equal to the fair market value of our common stock on the date of grant; and (2) 2,000 shares of restricted stock or restricted stock units, at his or her prior election, plus a number of shares of restricted stock having an aggregate value equal to a pro rata portion of $100,000 minus the fair market value of the same-day grant of stock options described in clause (1) (in each case, determined by reference to the number of days remaining in the calendar year).

Stock options granted to our non-employee directors generally vest in two equal annual installments, beginning on the date of grant, and are subject to a ten-year term. The stock option exercise price is the closing price of our common stock on the date of grant. Shares of restricted stock and restricted stock units granted to our non-employee directors generally vest in two equal annual installments, beginning on the first anniversary of the date of grant.

Minimum Share Ownership Guidelines for Non-Employee Directors

              Our minimum share ownership guidelines require each non-employee director to maintain a minimum number of shares of our common stock with a value not less than five times the current annual cash retainer (currently $75,000) paid to such director for service on our Board (excluding, among other things, any additional retainer paid for committee membership or chairmanship or service as the Presiding Director). Each non-employee director has five years from the date that he or she first becomes subject to the guidelines to satisfy the minimum share ownership levels, and until such time, that director must retain 100% of the shares of our common stock or stock units granted to him or her as compensation minus any shares forfeited by the director under our share withholding program to pay taxes on the vesting of shares. Compliance with the guidelines is reviewed on July 1 of each year. Taking into account any permitted transition period, all of our non-employee directors are currently in compliance with these guidelines.

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Review of Non-Employee Director Compensation

              The Nominating Committee is responsible for annually reviewing the amount and types of compensation to be paid to our non-employee directors and recommending any changes to our non-employee director compensation program for approval by the Board. As part of its annual review, the Nominating Committee may consider information contained in surveys compiled by NAREIT or the National Association of Corporate Directors and may retain an independent compensation consultant to advise it on appropriate director compensation levels. In 2012, the Nominating Committee retained PM&P to advise it on matters related to non-employee director compensation levels and program design for 2013. After consultation with PM&P, the Nominating Committee recommended, and the Board approved, changes to the equity-based compensation paid to our non-employee directors, beginning in 2013, to eliminate the stock option component of the annual equity grant (and the stock option component of the equity grant upon initial election or appointment to the Board), thereby resulting in the annual restricted stock or restricted stock unit grant having an aggregate value of $100,000.

              In 2013, the Nominating Committee retained PM&P to advise it on matters related to non-employee director compensation levels and program design for 2014. After consultation with PM&P, the Nominating Committee recommended, and the Board approved, additional changes to the equity-based compensation paid to our non-employee directors, beginning in 2014, to increase the annual restricted stock or restricted stock unit grant to an aggregate value of $130,000 and to eliminate the grant of 2,000 shares of restricted stock or restricted stock units to directors upon initial election or appointment to the Board.

2012 Non-Employee Director Compensation Table

              The following table sets forth the compensation awarded or paid to, or earned by, our non-employee directors during 2012:

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              The following table summarizes information with respect to our equity compensation plans as of December 31, 2012:

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Directors, Director-Nominees and Executive Officers

              The following table shows, as of March 18, 2013, the number of shares of our common stock beneficially owned by each of our directors and director-nominees, each of our Named Executive Officers, and all of our directors, director-nominees and executive officers as a group. For purposes of this table, shares beneficially owned includes shares over which a person has or shares voting power or investment power (whether or not vested). Except as otherwise indicated in the footnotes to the table, the named persons have sole voting and investment power over the shares of our common stock shown as beneficially owned by them. Each named person is deemed to be the beneficial owner of shares of our common stock that may be acquired within 60 days of March 18, 2013 through the exercise of stock options or the settlement of stock units, if any, and such shares are deemed to be outstanding for the purpose of computing the percentage of the class beneficially owned by such person; however, any such shares are not deemed to be outstanding for the purpose of computing the percentage of the class beneficially owned by any other person. Subject to the preceding sentence, percentages are based on 292,019,799 shares of our common stock outstanding on March 18, 2013.

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Director and Executive Officer 10b5-1 Plans

              From time to time, certain of our directors and executive officers may adopt non-discretionary, written trading plans that comply with Rule 10b5-1 under the Exchange Act ("10b5-1 plans"). 10b5-1 plans permit our directors and executive officers to monetize their equity-based compensation in an automatic and non-discretionary manner over time and are generally adopted for estate, tax and financial planning purposes. Our Securities Trading Policy and Procedures requires preclearance of any 10b5-1 plan by our Legal department and provides that directors and executive officers may enter into, modify or terminate a 10b5-1 plan only during an open trading window and while not in possession of material non-public information. Moreover, any such 10b5-1 plan must include a waiting period of no less than 30 days between establishment or modification of the plan and any transaction pursuant to the plan. In addition, our Securities Trading Policy and Procedures generally prohibits our directors and executive officers from entering into overlapping 10b5-1 plans.

              We disclose a director's or executive officer's entrance into, and modification or termination of, a 10b5-1 plan, and sales thereunder, on the Investor Relations section of our website at www.ventasreit.com/investor-relations. Information on our website is not a part of this Proxy Statement.

Principal Stockholders

              The following table shows, as of March 18, 2013, the number of shares of our common stock beneficially owned by each person known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock:

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