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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.    )

 

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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VENTAS, INC.

NOTICE OF 2012 ANNUAL MEETING OF
STOCKHOLDERS
AND
PROXY STATEMENT

   

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

April 2, 2012

Dear Stockholder:

              I am pleased to invite you to attend Ventas, Inc.'s 2012 Annual Meeting of Stockholders. This year's meeting will be held at 8:00 a.m. local time (Central) on Thursday, May 17, 2012, 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 each of the proposals to be considered and acted upon at the meeting.

              Your vote is very important – if you do not vote your shares, you will not have a say in the matters to be voted on at the meeting. To ensure your vote is recorded promptly, I urge you to vote your shares as soon as possible 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, even if you plan to attend the meeting in person.

              The Board of Directors appreciates your interest in Ventas, Inc.

Sincerely,

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

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Information about this Proxy Statement

Solicitation of Proxies

              This Proxy Statement is being furnished in connection with the solicitation of proxies by or on behalf of the Board of Directors (the "Board") 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 time (Central) on Thursday, May 17, 2012 at 353 North Clark Street, Mesirow Financial Auditorium, Chicago, Illinois 60654, and at any adjournments thereof. This Proxy Statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission ("SEC") and the New York Stock Exchange ("NYSE") and that is designed to assist you in voting your shares.

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 online. Starting on or about April 2, 2012, 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 described above.

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING TO BE HELD ON MAY 17, 2012:

This Proxy Statement, our 2011 Annual Report and our 2011 Form 10-K are available at
www.proxyvote.com.

Householding

              We have adopted a procedure, approved by the SEC, which permits us to deliver a single set of proxy materials (other than proxy cards, which will remain separate) to stockholders who have the same address and consent in writing to this delivery method or to stockholders who have the same address and last name, unless we are notified that one or more of these stockholders wishes to continue receiving individual copies. This procedure, known as "householding," is designed to eliminate duplicate mailings and conserve natural resources and will reduce our printing costs and postage fees.

              If you share an address with another stockholder and currently receive multiple copies of our proxy materials, but wish to receive only a single copy of such documents for your household, please contact Broadridge Financial Solutions, Inc. at (800) 542-1061 or in writing at Householding Department, 51 Mercedes Way, Edgewood, NY 11717. Similarly, if you currently participate in householding and wish to receive a separate copy of our proxy materials, please contact Broadridge as indicated above. Upon receipt of your request, we will promptly deliver the requested materials to you.

Cost of Proxy Solicitation

              We will bear the cost of soliciting proxies by the Board. In addition to mail, proxies may be solicited in person or by telephone or electronic communication by our directors, officers and

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employees, none of whom will receive additional compensation for these services. We have engaged Georgeson Inc. to distribute and solicit proxies. We 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 nominees for their reasonable out-of-pocket expenses incurred in connection with distributing forms of proxies and proxy materials to the beneficial owners of our common stock.

Information about Voting

Who Can Vote

              Only stockholders of record at the close of business on March 20, 2012 are entitled to vote at the Annual Meeting. As of that date, 289,026,857 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" (which are generally any shares owned in excess of 9.0% of the outstanding common stock) or as "Special Excess Shares" pursuant to our Amended and Restated Certificate of Incorporation, as amended ("Charter"), may not be voted by the record owner thereof, but will instead be voted in accordance with Article IX of our Charter.

              A list of all 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 a period of ten days prior to 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. If you own shares registered in your name (a "stockholder of record"), you may vote in one of the following ways:

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By telephone—You may vote your shares by calling 1-800-690-6903. You may vote by telephone 24 hours a day, seven days a week until 11:59 p.m. Eastern time on the day before the meeting date. The telephone voting system has easy-to-follow instructions and allows you to confirm that the system has properly recorded your vote. Have your proxy card in hand when you call and follow the instructions. If you vote by telephone, you do not need to return your proxy card.



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Over the Internet—You may vote your shares via the website www.proxyvote.com. You may vote over the Internet 24 hours a day, seven days a week until 11:59 p.m. Eastern time on the day before the meeting date. As with telephone voting, you may confirm that the system has properly recorded your vote. Have your proxy card in hand when you access the website and follow the instructions. If you vote over the Internet, you do not need to return your proxy card. Please note that you may incur costs charged by telephone companies or Internet access providers if you vote over the Internet.



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By mail—If you have requested paper copies of our proxy materials by mail, you may vote your shares by signing, dating and returning the proxy card in the postage-paid envelope provided.



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In person—You may vote your shares by attending the Annual Meeting in person and depositing your proxy card at the registration desk (if you have requested paper copies of

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our proxy materials by mail) or completing a ballot that will be distributed at the Annual Meeting.

              If you own shares registered in the name of a bank, broker or other holder of record (a "beneficial owner"), you should follow the instructions provided by your broker or nominee in order for your shares to be voted. If you are a beneficial owner and you plan to vote your shares in person at the Annual Meeting, you should contact your broker or nominee to obtain a legal proxy or broker's proxy card and bring it to the Annual Meeting in order to vote.

              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 therein. Shares represented by proxy cards that are signed and returned but do not contain any voting instructions will be voted as the Board recommends, which is:

              Proposal 1 – FOR the election of all nominees for director named in this Proxy Statement;

              Proposal 2 – FOR the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2012;

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

              Proposal 4 – FOR the adoption of the Ventas, Inc. 2012 Incentive Plan; and

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

Revocation of Proxies

              Stockholders of record may revoke a proxy at any time before it is voted at the Annual Meeting by:

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Executing and returning a later-dated proxy card;



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Subsequently voting by telephone or over the Internet (until 11:59 p.m. Eastern time on the day before the meeting date); or



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Submitting 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.

              A stockholder of record may also attend the Annual Meeting and vote in person, in which event any prior proxy given by the stockholder will be revoked automatically. Attendance at the Annual Meeting by itself will not constitute revocation of a proxy. Beneficial owners should follow the instructions provided by their broker or nominee to revoke a proxy, if applicable. No dissenters' or appraisal rights are available with respect to the proposals presently being submitted to the stockholders for their consideration at the Annual Meeting.

Quorum Requirement

              The holders of a majority of the shares of our common stock outstanding as of the record date must be present, in person or represented by proxy, to constitute a quorum to transact business at the Annual Meeting. Abstentions and broker non-votes are counted for purposes of establishing a quorum.

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A broker non-vote occurs when a beneficial owner does not provide voting instructions to the broker or nominee with respect to a proposal on which the broker or nominee does not have discretionary authority to vote.

              If you are a beneficial owner, your broker or nominee has discretionary authority, under current NYSE rules, to vote your shares on the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2012 (Proposal 2), even if you do not provide voting instructions. However, your broker or nominee does not have discretionary authority to vote on the election of directors (Proposal 1), the advisory vote to approve our executive compensation (Proposal 3), or the adoption of the Ventas, Inc. 2012 Incentive Plan (Proposal 4) without instructions from you, in which case your shares will not be voted on these matters.

Votes Necessary for Action to Be Taken

Election of Directors (Proposal 1)

              Under our Fourth Amended and Restated By-Laws, as amended ("By-Laws"), directors must be elected by a majority of votes cast in uncontested elections. This means that the number of votes cast "for" a director-nominee must exceed the number of votes cast "against" that nominee. Abstentions and broker non-votes are not counted as votes "for" or "against" a director-nominee and, therefore, will have no effect. Under our Director Resignation Policy, in an uncontested election, any incumbent director-nominee who does not receive a majority of votes cast "for" his or her election must tender his or her resignation promptly following the certification of the election results. Following consideration, our Nominating and Corporate Governance Committee (the "Nominating Committee") will then make a recommendation to the Board as to whether it should accept or reject such resignation. Thereafter, the Board must decide whether to accept or reject such resignation and to publicly disclose its decision. In contested elections, the required vote is a plurality of votes cast.

Ratification of the Selection of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for Fiscal Year 2012 (Proposal 2)

              Under our By-Laws, the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting is required to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for 2012. Abstentions will have the same effect as votes against such proposal, and broker non-votes will have no effect.

Advisory Vote to Approve Our Executive Compensation (Proposal 3)

              The affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting is required to approve, on an advisory basis, our executive compensation. Abstentions will have the same effect as votes against such proposal, and broker non-votes will have no effect.

Adoption of the Ventas, Inc. 2012 Incentive Plan (Proposal 4)

              The affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting is required to approve the adoption of the Ventas, Inc. 2012 Incentive Plan, provided that the number of votes cast represents more than 50% of the shares entitled to vote thereon. Abstentions will have the same effect as votes against such proposal, and broker non-votes will have no effect unless they represent, in the aggregate, 50% or more of the shares entitled to vote on the proposal.

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              The affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting will be necessary to approve any other proposal that may properly come before the Annual Meeting. Accordingly, abstentions will have the same effect as votes against any such proposal, and broker non-votes will have no effect.

Our Guidelines on Governance

              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 updated periodically in response to changing regulatory requirements, evolving corporate governance practices, input from our stockholders and otherwise as circumstances warrant.

              Our Guidelines on Governance 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, without charge, upon request to our Corporate Secretary at Ventas, Inc., 353 North Clark Street, Suite 3300, Chicago, Illinois 60654. The information on our website is not a part of this Proxy Statement.

Governance Information

              In general, 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 transactions, advises and counsels senior management on key financial and business objectives, and monitors our progress with respect to these matters. Members of the Board are kept informed about matters affecting our business by various reports and materials provided to them on a regular basis by senior management, including presentations made at Board and committee meetings by our Chief Executive Officer, President, Chief Financial Officer and other members of senior management.

Our Board Leadership Structure

              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 there is no single, generally accepted approach to providing Board leadership and that different structures may be appropriate for companies of varying sizes and performance characteristics and with different histories and culture. Consistent with this understanding, our Board (led by the Nominating Committee) considers its leadership structure as part of its annual self-evaluation process, taking into account our existing operations and the current governance environment, to determine the optimal leadership structure for us and for our stockholders.

              Pursuant to our By-Laws and Guidelines on Governance, the Board has discretion in evaluating its leadership structure to determine whether to separate or combine the roles of our Chief Executive Officer and Chairman of the Board. Debra A. Cafaro has served as both our Chief Executive Officer and Chairman of the Board since 2003, and the Board continues to believe that her combined role is the optimal structure for us and our stockholders because it enables decisive leadership, ensures

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clear accountability and enhances our ability to consistently communicate our message and strategy to all of our stakeholders. Moreover, Ms. Cafaro possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing us and our business and, therefore, is best positioned to develop agendas that focus the Board's time and attention on the most critical matters.

              As required by our Guidelines on Governance, 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, chairing the executive sessions and all other meetings of the independent directors. The Presiding Director also acts as the principal liaison between the Chairman and the independent directors, collaborating with the Chairman to set Board meeting agendas and schedules and to approve materials provided to directors, and has such additional duties as may be assigned from time to time by the independent directors or the Board. While the Presiding Director is elected on an annual basis, the Board generally expects that he or she will serve for more than one year, and Douglas Crocker II has been our Presiding Director since 2003. At this time, our Board believes that our current 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 between the authority of 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.

Our Board's Role in Risk Oversight

              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 investments. Directors regularly receive materials and information, including in-depth and in-person presentations from third-party experts, with respect to specific areas of risk, and the Board engages in comprehensive analyses and dialogue regarding those risks – a practice we have followed since 2008. 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 risk oversight function administered directly by the Board, each of the Audit and Compliance, Executive Compensation, Nominating and Investment Committees exercises oversight related to the risks associated with the particular responsibilities of that committee. In accordance with NYSE requirements, the Audit and Compliance Committee (the "Audit Committee") reviews financial, accounting and internal control risks and the mechanisms through which we assess and manage risk. In addition, the Audit Committee has certain responsibilities with respect to our compliance programs, such as our Code of Ethics and Business Conduct and Whistleblower Policy and Procedures. Similarly, the Executive Compensation Committee (the "Compensation Committee") considers whether the structure of our compensation programs, as they relate to both executive officers and employees generally, encourages excessive risk-taking, and the Nominating Committee focuses on risks related to succession planning. The Investment Committee has responsibility for certain transaction-related risks, including the review of transactions in excess of established dollar thresholds or that involve investments in non-core assets. The chairs of these committees report on such matters to the full Board. We believe that this division of responsibilities is the most effective approach for identifying and addressing the risks facing us and that our Board leadership structure appropriately supports the Board's role in risk oversight.

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Attendance at Meetings

              Our Board held a total of twelve meetings during 2011. 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 2011. See "—Board and Committee Membership" below.

              We encourage, but do not require, directors to attend our annual meetings of stockholders. All but two directors who were nominated for reelection at our 2011 Annual Meeting of Stockholders attended that meeting.

Executive Sessions of Independent Directors

              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 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.

Communications 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. Communications addressed to the Board are screened by our Corporate Secretary for appropriateness before distributing to the Board, or to any individual director or directors, as applicable.

              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.

Director Nominations and Criteria for Board Membership

              Our Guidelines on Governance set forth, among other things, the process by which the Nominating Committee identifies and evaluates nominees for Board membership. Under this process, the Nominating Committee annually considers and recommends to the Board a slate of directors for election at the next annual meeting of stockholders. In selecting this slate, the Nominating Committee considers: incumbent directors who have indicated a willingness to continue to serve on our Board; candidates, if any, nominated by our stockholders; and other potential candidates identified by the Nominating Committee. Additionally, if at any time during the year a seat on the Board becomes vacant or a new seat is created, the Nominating Committee considers and recommends to the Board a candidate for appointment to fill the vacant or newly created seat.

              The Nominating Committee regularly reviews the size and composition of the Board in light of our changing requirements and seeks nominees who, taken together as a group, possess the skills and expertise appropriate for an effective Board. In evaluating potential director candidates, the Nominating Committee considers, among other factors, the experience, qualifications and attributes listed below and any additional characteristics that it believes one or more directors should possess,

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based on an assessment of the perceived needs of our Board at that time. The Nominating Committee considers different perspectives, skill sets, education, ages, genders, ethnic origins and business experience in its annual nomination process, although it has not established a formal policy regarding diversity in identifying potential director candidates. No single factor or group of factors is necessarily dispositive of whether a candidate will be recommended by the Nominating Committee. The Nominating Committee considers and applies these same standards in evaluating individuals recommended for nomination to our Board by our stockholders in accordance with the procedures described in this Proxy Statement under "Requirements for Submission of Stockholder Proposals, Director Nominations and Other Business."

              In general, the Nominating Committee seeks to include on our Board a complementary mix of individuals with diverse backgrounds, knowledge and viewpoints reflecting the broad set of challenges that the Board confronts without representing any particular interest group or constituency. Accordingly, our Guidelines on Governance provide that, in general, nominees for membership on the Board should:

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Have demonstrated management or technical ability at high levels in successful organizations;



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Be currently employed in positions of significant responsibility and decision making;



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Have experience relevant to our operations, such as real estate, real estate investment trusts ("REITs"), healthcare, finance or general management;



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Be well-respected in their business and home communities;



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Have time to devote to Board duties; and



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Be independent from us and not related to our other directors or employees.

In addition, our directors are expected to be active participants in governing our enterprise, and the Nominating Committee looks for certain characteristics common to all Board members, including integrity, independence, leadership ability, constructive and collegial personal attributes, candor and the ability and willingness to evaluate, challenge and stimulate.

              The Board's satisfaction of these criteria is implemented and assessed through ongoing consideration of directors and nominees by the Nominating Committee and the Board, as well as the Board's annual self-evaluation process. Based upon these activities, the Nominating Committee and the Board believe that the director-nominees named in this Proxy Statement satisfy these criteria.

              Matthew J. Lustig was appointed to our Board in May 2011 pursuant to the terms of a Director Appointment Letter we entered into in connection with our acquisition of substantially all of the real estate assets of ASLG. The Director Appointment Letter provided certain affiliates of Lazard Real Estate Partners LLC ("LREP") the right to designate one individual for nomination to our Board for so long as they collectively beneficially owned 3% or more of the outstanding shares of our common stock. Although our obligations under the Director Appointment Letter have terminated, the LREP affiliates continue to own a significant number of shares of our common stock and the Nominating Committee and the Board believe that Mr. Lustig's continued service as a director is beneficial to us and our stockholders. Douglas M. Pasquale, Richard I. Gilchrist and Robert D. Paulson are former NHP directors and were appointed to our Board in July 2011 in connection with our acquisition of NHP.

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              We have from time to time retained search firms and other third parties to assist us in identifying potential candidates based on specific criteria that we provided to them, including the qualifications described above. We may retain search firms and other third parties on similar or other terms in the future.

Director Independence

              Our Guidelines on Governance require that at least a majority of the Board be comprised of directors who 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 Board must affirmatively determine that the director has no direct or indirect material relationship with us. The Board has evaluated the independence of each non-management director on a case-by-case basis. The Board considered any matters that could affect the ability of the non-management director to exercise independent judgment in carrying out his or her responsibilities as a director, including all transactions and relationships between such director, his or her family members and organizations with which the director or his or her family members have an affiliation, on the one hand, and us, our subsidiaries and our management, on the other hand. Any such matters were evaluated from the standpoint of both the director and the persons or organizations with which the director has an affiliation, and each director abstained from the vote pertaining to the determination of his or her independence.

              Based on its review, the Board affirmatively determined that each of the following directors has no direct or indirect material relationship with us and therefore qualifies as independent under the NYSE's standards: Douglas Crocker II, Ronald G. Geary, Jay M. Gellert, Richard I. Gilchrist, Robert D. Paulson, Robert D. Reed, Sheli Z. Rosenberg, Glenn J. Rufrano, James D. Shelton and Thomas C. Theobald. Ms. Cafaro is not considered independent under the NYSE listing standards due to her employment as our Chairman and Chief Executive Officer. Mr. Lustig is not considered independent under the NYSE listing standards as a result of his affiliation with LREP and his service as Chairman of Atria Senior Living, Inc. ("Atria"), an entity that manages, as of December 31, 2011, 118 of our seniors housing properties. Mr. Pasquale is not considered independent under the NYSE listing standards because of his employment as Senior Advisor to our Chief Executive Officer from July 1, 2011 through December 31, 2011.

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

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our wholly owned subsidiary, Nationwide Health Properties, LLC, as successor to NHP, leased office space from The Irvine Company ("Irvine"), for which Mr. Gilchrist serves as Senior Advisor, from July 2011 to February 2012;



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our joint venture with Pacific Medical Buildings LLC to develop a new MOB that is expected to be 100% leased by Sutter Health, for which Mr. Reed serves as Senior Vice President and Chief Financial Officer; and



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our engagement, from time to time, of Cushman & Wakefield, Inc. ("Cushman"), a global commercial real estate firm for 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.

The Board does not believe these relationships will affect the ability of Mr. Gilchrist, Mr. Reed or Mr. Rufrano to exercise independent judgment in carrying out their responsibilities as directors of Ventas. See "Transactions with Related Persons."

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Code of Ethics and Business Conduct

              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 to ensure that our business is conducted in accordance with consistent legal and ethical standards. Our Code of Ethics and Business Conduct covers all major areas of professional conduct, including employment practices, conflicts of interest, unfair or unethical use of corporate opportunities, protection of confidential information and other company assets, compliance with applicable laws and regulations, and proper and timely reporting of financial results.

              Our Code of Ethics and Business Conduct is 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 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.

Board and Committee Membership

              Our Board has five standing committees that perform certain functions for the Board: the Audit Committee; the Compensation Committee; the Executive Committee; the Investment Committee; and the Nominating Committee.

              The table below provides current membership and 2011 meeting information for each of our Board committees:

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              Each of the Audit, Compensation and Nominating Committees operates pursuant to a written charter. These charters are 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.

Audit and Compliance Committee

              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 and independence, and the performance of our internal audit function and independent registered public accounting firm. Among other things, the Audit Committee:

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Prepares the report required by SEC rules to be included in our annual proxy statement;



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Annually assesses the adequacy of its charter and reviews its performance;



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Appoints and evaluates our independent registered public accounting firm;



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Compensates, retains and oversees the work of the independent registered public accounting firm (including the resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;



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Reviews and approves our annual audited financial statements, quarterly financial statements and other reports and statements filed with the SEC;



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Approves all audit services and permitted non-audit services (including the fees and terms thereof);



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Reviews significant issues and judgments concerning our financial statements, regulatory and accounting initiatives, and internal controls;



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Reviews quarterly reports from the independent registered public accounting firm on all critical accounting policies to be used, alternative treatment of financial information and other material written communications between the independent registered public accounting firm and management;



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Reviews our earnings press releases, as well as financial information and earnings guidance provided to analysts and ratings agencies;



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Reviews our risk exposures, including our risk assessment and risk management policies and guidelines;



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Reviews disclosures by our Chief Executive Officer and Chief Financial Officer about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in our internal controls;



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Discusses with the independent registered public accounting firm any problems relating to the conduct of the audit and management's response thereto;

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Reviews and evaluates the qualifications, performance and independence of the independent registered public accounting firm, including the lead partner of the audit team;



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Annually reviews a report from the independent registered public accounting firm regarding (i) the independent registered public accounting firm's internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, (iii) any steps taken to deal with any such issues, and (iv) all relationships between the independent registered public accounting firm and our company;



•

Oversees our internal audit function;



•

Reviews conflicts of interest and similar matters involving our directors or officers;



•

Establishes procedures for the receipt, retention and treatment of complaints concerning financial matters;



•

Reviews correspondence with regulators or governmental agencies and published reports concerning our financial statements; and



•

Reviews accounting and financial personnel.

              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 the independent registered public accounting firm and the 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.

Executive Committee

              The Board has delegated to the Executive Committee the power to direct the management of our business and affairs in emergency situations during the 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.

Executive Compensation Committee

              The Compensation Committee has primary responsibility for the design, review, approval and administration of all aspects of our executive compensation program. The Compensation Committee makes all compensation decisions for, and reviews the performance of, 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

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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 goals and to consider and approve the executive compensation program for the coming 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 comparators, sets base salaries, determines annual and long-term incentive award levels and establishes the applicable performance goals for 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 compensation consultant, and making recommendations with respect to goals and related performance metrics. 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 does not play any role in setting her own compensation. In addition, at the Compensation Committee's request, our General Counsel, Corporate Secretary or Senior Vice President, Human Resources will attend meetings to act as secretary and record the minutes of the meetings. At a minimum at each regularly scheduled meeting, the Compensation Committee meets in executive session without management present.

              The Compensation Committee meets during the first quarter of each year, typically in January, to review the achievement of performance goals for executives, to determine annual and long-term incentive awards for the prior year and to approve equity award grants to our executive officers and, based on 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 NYSE listing standards. The Board has also determined that each member of the Compensation Committee meets the additional requirements for compensation committee members under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

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 and advisors. The compensation consultant 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 the compensation consultant periodically interacts with company employees to gather and review information related to our executive compensation program, this work is done at the direction of the Compensation Committee. Pursuant to our Compensation Consultant Independence Policy, any compensation consultant retained by the Compensation Committee must be independent, as determined annually by the Compensation Committee in its reasonable business judgment, considering all relevant facts and circumstances.

              Pearl Meyer & Partners ("PM&P") has served as the Compensation Committee's independent consultant since 2006. In 2011, the Compensation Committee retained PM&P to advise it and the

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independent members of the Board, as applicable, on matters related to our executive compensation levels and program design for 2012. 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 2011, determined that PM&P met the independence criteria under our Compensation Consultant Independence Policy and applicable SEC guidelines. Also in 2011, the Nominating Committee retained PM&P to advise it and the Board on matters related to non-employee director compensation levels and program design for 2012. PM&P and its affiliates did not perform any other consulting services for us during the year ended December 31, 2011.

Compensation Risk Assessment

              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. As part of this risk assessment in 2012, management reviewed 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 and annual and long-term incentives; multiple performance measures with payouts capped and subject to the Compensation Committee's or the Board's overall assessment of performance; equity compensation weighted more heavily towards restricted stock than stock options to provide greater incentive to create and preserve long-term stockholder value; and minimum stock ownership guidelines that align with long-term stockholder interests. 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.

Compensation Committee Interlocks and Insider Participation

              During the year ended December 31, 2011, Messrs. Gellert, Gilchrist, Shelton and Theobald 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.

Investment Committee

              The function of the Investment Committee is to review and approve certain investments in, and acquisitions or development of, seniors housing and healthcare properties, as well as divestitures of properties, in accordance with our Amended and Restated Investment and Divestiture Approval Policy.

Nominating and Corporate Governance Committee

              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; 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. Under the terms of its charter, the Nominating Committee also:

•

Establishes or approves the criteria for Board membership;

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•

Makes recommendations to the Board regarding its size and composition and the tenure of directors;



•

Reviews stockholder proposals and proposed responses;



•

Advises the Board on appropriate structure and operations of all committees of the Board, including committee member qualifications;



•

Reviews and recommends to the Board committee assignments and additional committee members to fill vacancies as needed;



•

Annually reviews and recommends to the Board the amount and types of compensation to be paid to our non-employee directors;



•

Annually reviews with the Board succession planning with respect to our Chief Executive Officer and other executive officers;



•

Periodically reviews our policies and procedures, including without limitation our Guidelines on Governance and Code of Ethics and Business Conduct, as it deems appropriate, and recommends any changes or modifications to the Board for approval;



•

Develops, implements, reviews and monitors an orientation program for new directors, as well as a continuing education program for existing directors;



•

Monitors developments, trends and best practices in corporate governance and takes such actions in accordance therewith, as it deems appropriate; and



•

Oversees, as it deems appropriate, an evaluation process of the Board and each of the Board committees, as well as an annual self-performance evaluation.

              The Nominating Committee has the authority to form subcommittees of independent directors and delegate its authority, to the extent not otherwise inconsistent with its obligations and responsibilities.

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

Non-Employee Director Compensation

              Our Board believes that the compensation paid to our non-employee directors should be competitive with comparable companies 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. Mr. Pasquale, who served as Senior Advisor to our Chief Executive Officer from July 1, 2011 through December 31, 2011, did not receive compensation for his service as a director during 2011.

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Cash Compensation

              The cash compensation paid to, or earned by, our non-employee directors in 2011 was comprised of the following three components:

•

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 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 2011 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, each non-employee director 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

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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.

Non-Employee Director Compensation Review Practices

              The Nominating Committee is responsible for annually reviewing the amount and types of compensation to be paid to our non-employee directors, and any changes to our non-employee director compensation program must be recommended by the Nominating Committee for approval by the Board. As part of its annual review, the Nominating Committee may consider information contained in surveys compiled by the National Association of Corporate Directors or the National Association of Real Estate Investment Trusts ("NAREIT") and may retain an independent compensation consultant to advise it on appropriate director compensation levels. In 2011, the Nominating Committee retained PM&P to advise on matters related to non-employee director compensation levels and program design for 2012.

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2011 Non-Employee Director Compensation Table

              The following table sets forth the compensation awarded or paid to, or earned by, our non-employee directors during 2011:

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Minimum Share Ownership Guidelines for Non-Employee Directors

              In 2011, we amended our minimum share ownership guidelines to 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 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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              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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Directors, Director-Nominees and Executive Officers

              The following table shows, as of March 20, 2012, the number of shares of our common stock beneficially owned by each of our directors and director-nominees, each of our Named Executive Officers (defined in this Proxy Statement under "Executive Compensation—Compensation Discussion and Analysis"), and all of our directors, director-nominees and executive officers as a group:

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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 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. Each of Ms. Cafaro, Mr. Pasquale and Mr. Riney currently has in effect such a plan.

              Ms. Cafaro's 10b5-1 plan currently covers the sale of up to 210,000 shares of our common stock either owned by her or expected to be acquired by her through the exercise of stock options previously granted to her as a portion of her long-term compensation, subject to certain conditions (including an average minimum sale price of $67 per share), and is expected to be in effect until June 2012. In addition, a trust of which Ms. Cafaro's spouse is the trustee has adopted a 10b5-1 plan covering the sale of 30,000 shares of our common stock expected to be acquired by the trust through the exercise of stock options previously granted to, and gifted by, Ms. Cafaro, subject to certain conditions (including an average minimum sale price of $67 per share), which is expected to be in effect until June 2012. At March 20, 2012, Ms. Cafaro beneficially owned approximately 1.9 million shares of common stock (including all unexercised stock options).

              Mr. Pasquale's 10b5-1 plan currently covers the sale of up to 44,200 shares of our common stock owned by him, subject to certain conditions (including an average minimum sale price exceeding $60 per share), and is expected to be in effect until December 2012. At March 20, 2012, Mr. Pasquale

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beneficially owned approximately 0.2 million shares of common stock (including all unexercised stock options).

              Mr. Riney's 10b5-1 plan covers the sale of 146,704 shares of our common stock expected to be acquired by him through the exercise of stock options previously granted to him as a portion of his long-term compensation, subject to certain conditions (including an average minimum sale price exceeding $51 per share), and is expected to be in effect until January 2013. At March 20, 2012, Mr. Riney beneficially owned approximately 0.5 million shares of common stock (including all unexercised stock options).

              See "—Directors, Director-Nominees and Executive Officers" above for information regarding the number of shares of our common stock beneficially owned by each of our directors and executive officers.

Principal Stockholders

              The following table shows, as of March 20, 2012, 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 our outstanding common stock:

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              Section 16(a) of the Exchange Act requires our directors, officers (as defined in Rule 16a-1 under the Exchange Act) and persons who own more than 10% of our outstanding common stock to file reports of beneficial ownership and changes in such ownership with the SEC. Based solely on our records and on written representations from certain reporting persons that no Form 5 was required for such persons, we believe that during 2011 all of our directors, officers and persons who owned more than 10% of our common stock complied with all applicable Section 16(a) filing requirements.

              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. In addition, our Audit Committee charter provides that any such transaction and all other conflicts of interest or similar matters involving any of our officers or directors must also be reviewed by the Audit Committee. Pursuant to our Code of Ethics and Business Conduct, officers and directors must disclose in writing to our General Counsel, who will review the matter with the Presiding Director, 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, and must refrain from voting on any such transaction.

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Transactions with Atria and ASLG

              On May 12, 2011, we acquired substantially all of the real estate assets and working capital of ASLG from private equity funds managed by LREP or its affiliates for a total purchase price of approximately $3.4 billion, which we funded in part through the issuance of 24.9 million shares of our common stock. Prior to the closing, ASLG spun off its management operations to a newly formed entity, Atria, that continues to operate the acquired assets under long-term management agreements with us. Mr. Lustig, Chief Executive Officer and Managing Principal of LREP and Atria Chairman, has served as a member of our Board since May 2011. In 2011, we paid Atria $20.2 million in management fees. The Board approved the terms of the management agreements in connection with its approval of the ASLG transaction, and we believe that the terms of the management agreements are no less favorable to us than those available from an unaffiliated party.

Transactions with Cushman

              From time to time, we may 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 of Directors since June 2010. We believe 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. Total fees we paid to Cushman during 2011 were de minimis.

Transactions with Irvine

              From July 2011 to February 2012, our wholly owned subsidiary, Nationwide Health Properties, LLC, as successor to NHP, leased office space from Irvine. Mr. Gilchrist, Senior Advisor to Irvine and former President of Irvine's Investment Properties Group, has served as a member of our Board since July 2011. In 2011, we paid $280,000 in rent to Irvine. We believe the rent we paid to Irvine in 2011 was customary, represented market rates and was 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. Pursuant to the Pasquale Employment Agreement, Mr. Pasquale has received approximately $5.8 million, certain benefits to which he was entitled under his prior employment agreement with NHP, and 97,642 shares of our common stock in settlement of his 2009, 2010 and 2011 NHP performance share awards. Mr. Pasquale is also entitled to receive substantially the same severance benefits that he would have received if he had resigned for "Good Reason" under his prior employment agreement with NHP. Future benefits under the Pasquale Employment Agreement are expected to include an additional $6.0 million, vesting of certain equity awards, payment of previously deferred compensation, and continued medical and life insurance coverage and payment of certain dividend equivalent rights through December 31, 2014.

              Mr. Pasquale has agreed to certain noncompetition and nonsolicitation restrictive covenants until June 30, 2012, provided that, on or after January 1, 2012, he has the option to terminate the noncompetition restrictive covenant by making a lump-sum cash payment of $8.0 million to us.

              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.

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Transactions with Sutter Health

              In December 2011, we entered into a joint venture with Pacific Medical Buildings LLC to develop a new MOB to be located on the Sutter Medical Center – Castro Valley campus. Our 82.8% interest in the building will be subject to a ground lease from Sutter Health, and the MOB, when completed, is expected to be 100% leased by Sutter Health pursuant to long-term triple net leases. 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.

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
Thomas C. Theobald

Compensation Discussion and Analysis

              This Compensation Discussion and Analysis (or "CD&A") describes our 2011 compensation program for our principal executive officer (Ms. Cafaro), our principal financial officer (Mr. Schweinhart) and our three other executive officers (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 attempts to satisfy those objectives, the policies underlying our 2011 compensation program and the compensation awarded to our Named Executive Officers for 2011. 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.

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, 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.

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2011 Accomplishments

              2011 was a transformational year for Ventas. We successfully integrated over $11 billion of acquisitions while improving our attractive cost of capital and strengthening our liquidity and balance sheet. The Board's 2011 compensation decisions supported our general executive compensation philosophy and reflected our exceptional financial and operational performance during the year. In particular:

•

We performed well against established financial performance objectives in 2011. Our normalized FFO per diluted share increased 17% year-over-year, from $2.88 per share in 2010 to $3.37 per share in 2011. In addition, cash flow from operations and same-store cash net operating income ("NOI") for our total portfolio increased 73% and 3%, respectively, year-over-year.



•

Our TSR exceeded the returns of the S&P 500® index and the MSCI US REIT (RMZ) index for the one, three, five and ten years ended December 31, 2011.



•

Reflecting our strong financial performance, we delivered TSR of 9.8% in 2011, which approximated the 55^th percentile of our peer group. We also delivered TSR of 721.3% for the ten-year period ended December 31, 2011, which ranked us first among our peer group. Our TSR for the five- and three-year periods ended December 31, 2011 ranked us above the 90^th percentile and 65^th percentile, respectively, of our peer group.



•

In May 2011, we added to our senior living operating portfolio 117 private pay seniors housing communities with strong growth potential located in affluent coastal markets such as the New York metropolitan area, New England and California.



•

In July 2011, we successfully completed the acquisition of NHP, adding 643 seniors housing and healthcare properties to our portfolio (including properties that are owned through joint ventures). The acquisition was immediately accretive to earnings, expanded and diversified our portfolio, and improved our balance sheet and credit ratings.



•

In addition to the transactions described above, in 2011, we continued to diversify and expand our portfolio by investing approximately $329.5 million in MOBs and seniors housing communities.



•

In December 2011, we entered into an agreement to acquire Cogdell and its 72 high quality MOBs, which would expand our MOB business to over 21 million square feet.



•

In August 2011, HCP paid us $102.8 million in compensatory damages arising out of our lawsuit against HCP related to our 2007 acquisition of Sunrise Senior Living REIT ("Sunrise REIT"). In November 2011, HCP paid us an additional $125.0 million to settle our outstanding lawsuit against HCP related to the Sunrise REIT acquisition. From the litigation proceeds, we made a donation to the Ventas Charitable Foundation, which supports worthwhile causes important to our customers, employees and communities.



•

In 2011, we issued an aggregate of 130.3 million shares of our common stock at a weighted average price of $55.50, which is 97% of the 2011 high closing price of our common stock ($57.19).



•

We achieved ratings upgrades from each of the major ratings agencies. In July 2011, Fitch Ratings upgraded our corporate credit rating to BBB+ (stable) and Moody's Investors Service upgraded our corporate credit rating to Baa2 (stable). In November 2011, Standard & Poor's Ratings Services upgraded our corporate credit rating to BBB (stable).

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•

In October 2011, we entered into a new $2.0 billion unsecured revolving credit facility, which replaced our previously existing unsecured revolving credit facilities. As of December 31, 2011, pricing under our new unsecured revolving credit facility was an attractive LIBOR plus 110 basis points.



•

Reinforcing our excellent balance sheet and liquidity position, in December 2011, we entered into a new fully funded $500 million unsecured term loan facility with a weighted average maturity of 4.5 years and attractive pricing at LIBOR plus 125 basis points.



•

In May 2011, we issued and sold $700.0 million aggregate principal amount of 4.750% senior notes due 2021 for total proceeds of $693.9 million, before the underwriting discount and expenses, demonstrating our commitment to prudent balance sheet management and optimal capital markets execution.



•

In 2011, we provided our stockholders with an 8% year-over-year increase in our cash dividend and ended the year as the sixth largest REIT by equity market capitalization. Since 2004, our cash dividend has increased at a compound annual growth rate of 8%.



•

Our leadership team continued to be recognized for their excellence. During 2011, Ms. Cafaro was named to the Institutional Investor "All-America Executive Team" for the second year in a row and was named one of the top 50 women in world business by Financial Times. Our Investor Relations was named "Best Investor Relations" by Institutional Investor.

2011 Compensation Practices

              In recognition of our Named Executive Officers' contributions to the achievements described above and the additional factors described below under "Elements of Our Compensation Program":

•

the cash incentive awards granted to our Named Executive Officers for 2011 ranged from 76% to 95% of their respective maximum levels; and



•

the long-term incentive awards granted to our Named Executive Officers for 2011 equaled 100% of their respective maximum levels.

Following a review of individual performance and compensation data from a group of peer comparators, four of our Named Executive Officers received an increase in base salary for 2011 to more closely align with market competitive levels and, in certain cases, to recognize future advancement potential or past contributions to our success.

              In March 2011, we continued our commitment to responsible compensation and corporate governance practices by amending Ms. Cafaro's employment agreement and Mr. Riney's change-in-control severance agreement to eliminate the change of control "modified single trigger" from both agreements and to eliminate certain tax gross-up payments from Ms. Cafaro's agreement. In addition, we:

•

continued the Compensation Committee's engagement of an independent compensation consultant;



•

provided a balanced mix of cash and equity compensation and annual and long-term incentives;

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•

based incentive awards on multiple performance measures with payouts capped and subject to the Compensation Committee's or the Board's overall assessment of performance;



•

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



•

assessed potential risks of our compensation policies and practices;



•

provided our executive officers with limited perquisites that are not otherwise generally available to all of our employees; and



•

continued to prohibit executive officers and directors from engaging in derivative and other hedging transactions in our securities.

2011 Advisory Vote on Executive Compensation

              We believe that our executive compensation program is appropriately structured to achieve our objectives of attracting and retaining talented executives and rewarding superior performance. At our 2011 Annual Meeting of Stockholders, holders of approximately 96% of shares represented at the meeting voted to approve, on an advisory basis, our executive compensation. In light of the strong shareholder support for our executive compensation program, we did not make significant changes in 2011 to the structure of our executive compensation program. Our Board values continuing and constructive feedback from our stockholders on executive compensation and will continue to consider the views of our stockholders, including the results of our annual shareholder advisory vote on executive compensation, when making future executive compensation decisions.

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 build value for our stockholders. Accordingly, our compensation program is designed to achieve the following primary objectives:

•

Attract, retain and motivate talented executives;



•

Link compensation realized to the achievement of our financial and strategic goals, as well as individual goals;



•

Reward performance that meets or exceeds these established goals;



•

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



•

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



•

Maintain compensation and corporate governance best practices.

We align the interests of our executives and stockholders by establishing and maintaining a performance- and achievement-oriented environment that provides executives with the opportunity to earn market-competitive levels of cash and equity compensation.

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Compensation Consultant and Benchmarking

              The Compensation Committee retained PM&P as its 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 2011. At the time of engagement, the Compensation Committee affirmatively determined that PM&P met the criteria for an independent consultant pursuant to our Compensation Consultant Independence Policy and in accordance with SEC guidelines for such services.

              In 2011, PM&P provided the Compensation Committee and the independent members of our Board with comparative market data on compensation practices and programs based on an analysis of peer comparators and provided guidance on 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 salary levels and establishing incentive award levels. For 2011, PM&P compared our executive compensation structure and levels to executive compensation at a comparative group of 21 companies. Our comparative group consisted of (i) 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 and (ii) selected healthcare operators that operate the types of properties we own.

              The comparative group identified below (the "Comparable Companies") was approved by the Compensation Committee at its August 18, 2010 meeting as the appropriate benchmark for 2011 comparative purposes and is consistent with the comparative group approved by the Compensation Committee in 2009 and used for 2010 comparative purposes. These 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 2011:

*

Merged with ProLogis in June 2011.

**

Acquired by Ventas in July 2011.

              The Compensation Committee annually reviews the Comparable Companies to ensure that the companies included remain comparable to us in terms of size and operations. The Compensation Committee may change the composition of the group from time to time as appropriate.

              In determining 2011 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 market data for 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). We generally targeted the 50^th percentile of the Comparable Companies for base salary and the 65^th percentile of the Comparable

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Companies for total annual compensation, long-term incentives and total direct compensation. The Compensation Committee established these targets based on our larger size and superior historical performance relative to the Comparable Companies. Our 2011 compensation program was designed to deliver compensation levels above or below these targets if executive officer performance was well above or below established goals. We believe this methodology is appropriate for our operating style and reflects the need to attract, retain and stretch top executive talent.

              In addition to evaluating the compensation data described above, the Compensation Committee considers the unique roles held by some of our Named Executive Officers in determining appropriate compensation levels. Specifically, certain of our Named Executive Officers perform duties that are traditionally assigned to multiple senior officers at competitive companies. For example, Mr. Riney, in his capacity as our Executive Vice President, Chief Administrative Officer and General Counsel, is not only responsible for all legal matters, but plays a critical role in our asset management and acquisition strategies. Our uncommon division of responsibilities fosters a cohesive and streamlined management team, which enables us to operate with a smaller staff of senior executives than is typically found at companies of our size. Therefore, the Compensation Committee considers available compensation data for executives at the Comparable Companies, but also recognizes the need for adjustments in certain cases to set appropriate compensation targets for each Named Executive Officer.

Elements of Our Compensation Program

              For 2011, the compensation provided to our Named Executive Officers consisted of the same elements generally available to our non-executive officers, including base salary, annual cash incentive compensation, long-term incentive compensation, and other perquisites and benefits, each of which is described in more detail below. The structure of our executive compensation program has been in place for several years, and our stockholders' strong support for our executive compensation at our 2011 Annual Meeting of Stockholders was a factor considered by the Compensation Committee in continuing this structure without significant changes.

              Our executive compensation philosophy promotes a compensation mix that emphasizes variable pay and long-term value. Accordingly, our compensation structure is designed to grant a significant portion of total direct compensation 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 risk is managed by decision makers in a manner that focuses on the creation of long-term value rather than only short-term results, and diminishes the probability of excessive risk-taking. 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 incentive compensation as a percentage of total direct compensation for 2011.

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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 2011 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 2011, 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:

With these increases, the 2011 base salary for each Named Executive Officer generally approximated the market median for the Comparable Companies. Mr. Lewis received a higher base salary increase than Messrs. Schweinhart and Riney to reflect his new role as President and his leadership development and future advancement potential. Ms. Cafaro received a higher base salary increase in connection with a rebalancing of her target mix of pay elements to better align with competitive market practice. See "Other 2011 Compensation Decisions – Rebalancing of Chief Executive Officer Compensation and Special Equity Incentive Award" below.

Annual Cash Incentive Compensation

              We provide our Named Executive Officers with the opportunity to earn cash incentive awards for achievement of corporate and individual goals on an annual basis. Prior to the beginning of each performance year, an earnings opportunity range, expressed as multiples of base salary and corresponding to three levels of performance (threshold, target and maximum), is established for each executive officer. In the first quarter of the year following the performance year, annual cash incentive awards are then determined and paid based on each executive officer's performance with respect to the corporate and individual goals.

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              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 performance in fiscal 2011:

2011 Annual Cash Incentive Opportunity
(as a multiple of base salary)

At the target opportunities shown in the above table, the 2011 annual cash incentive award for each Named Executive Officer would result in total annual compensation levels that generally approximate the 65^th percentile of the Comparable Companies. The Compensation Committee believes that the Chief Executive Officer should have the greatest alignment with our shareholders, and, therefore, Ms. Cafaro's annual cash incentive compensation is more sensitive to our performance than the annual cash incentive compensation of our other Named Executive Officers.

              We believe that the annual cash incentive award goals set by the Compensation Committee are stretch goals, such that significant performance is expected in order to pay out at target levels. Consistent with prior years, the 2011 goals were challenging, but achievable. In December 2010, the Compensation Committee and, in the case of the Chief Executive Officer, the independent members of our Board determined the performance measures and their weightings for the 2011 annual cash incentive award opportunities for our Named Executive Officers. The performance measures and the weightings for Ms. Cafaro and Messrs Schweinhart, Lewis and Riney were:

•

One-year relative TSR (25% of annual cash incentive awards):  Our TSR for 2011 compared to the TSR of the Comparable Companies for the same period. Goals established by the Compensation Committee for this performance measure were 33^rd percentile at the threshold level, 50^th percentile at the target level and 75^th percentile at the maximum level. In evaluating performance under this measure, the Compensation Committee determined that it could take into account, in its reasonable discretion, the effects of unusual year-end trading, any peers that were takeover targets and other factors it deemed appropriate.

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•

Company Performance Based upon Specified Criteria (40% of annual cash incentive awards):  Company performance based upon certain criteria as determined by the Compensation Committee, including normalized FFO per share outcome, value enhancing investments, prudent balance sheet and liquidity, optimizing capital markets execution, management of our senior living operating portfolio, and management of tenant/borrower defaults (if any), in each case at the discretion of the Compensation Committee. For 2011, the Compensation Committee determined weightings of 15%, 15% and 10% of the annual cash incentive awards for normalized FFO per share, year-end balance sheet, and management of the ASLG closing and performance of the acquired ASLG assets, respectively.

•

Individual performance (35% of annual cash incentive awards):  To be determined in the discretion of the Compensation Committee taking into account the individual's performance under his or her specified management objectives established for 2011. Individual management objectives cover areas of special emphasis related to the particular responsibilities and duties of the Named Executive Officer, as well as other matters such as succession planning, departmental team building, professional development, personal growth and extraordinary or unusual accomplishments or contributions.

Due to Mr. Lillibridge's responsibility for the strategic focus, vision and overall leadership of our MOB operations, 70% of his 2011 annual cash incentive award was based on the 2011 financial performance of our MOB operations segment. Of the remaining portion of his 2011 annual cash incentive award, 15% was based on the one-year relative TSR and company performance goals described above, and 15% was based on his individual performance as described above.

              In January 2012, the Compensation Committee and, in the case of the Chief Executive Officer, the independent members of our Board determined that each of the Named Executive Officers had achieved a high level of performance between the target and maximum levels overall under the annual cash incentive plan for 2011, with several specific accomplishments, including:

•

TSR of 9.8% for the year, which approximated the 55^th percentile of the Comparable Companies;

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•

A 17% increase in normalized FFO per diluted share (from $2.88 per share in 2010 to $3.37 per share in 2011), notwithstanding a 46% increase in weighted average diluted shares outstanding;



•

Cash flow from operations growth of 73%;



•

An increase of 3% in same-store cash NOI;



•

Our successful completion of the NHP and ASLG acquisitions, which added 643 seniors housing and healthcare properties and 117 private pay seniors housing communities, respectively, to our portfolio and made us the largest owner of seniors housing in the United States;



•

The execution of a definitive agreement to acquire Cogdell and its 72 high quality MOBs, which would expand our MOB business to over 21 million square feet;



•

In addition to the transactions described above, the investment of approximately $329.5 million in MOBs and seniors housing communities;



•

The issuance of an aggregate of 130.3 million shares of our common stock at a weighted average price of $55.50, which is 97% of the 2011 high closing price of our common stock ($57.19);



•

Maintenance of an excellent balance sheet and credit statistics, evidenced by a debt to enterprise value of 29% at December 31, 2011, the entrance into a new $2.0 billion unsecured revolving credit facility due 2015 with pricing, as of December 31, 2011, of LIBOR plus 110 basis points, the entrance into a new $500 million unsecured term loan with a weighted average maturity of 4.5 years and pricing, as of December 31, 2011, of LIBOR plus 125 basis points, ample coverage of $320 million of debt maturing in 2012 by cash on hand and undrawn borrowing capacity under our unsecured revolving credit facility, favorable credit statistics (net debt to EBITDA (earnings before interest, taxes, depreciation and amortization) and fixed charge coverage ratios), and credit rating upgrades by each of Fitch, Moody's and Standard & Poor's;



•

The issuance and sale of $700.0 million aggregate principal amount of 4.750% senior notes due 2021 in an underwritten public offering for total proceeds of $693.9 million, before the underwriting discount and expenses, which demonstrated our commitment to prudent balance sheet management and optimal capital markets execution; and



•

The receipt of approximately $219 million in final repayments on our loans receivable investments.

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              Accordingly, as set forth below, the annual cash incentive awards granted to the Named Executive Officers for 2011 performance were between their respective target and maximum levels.

2011 Annual Cash Incentive Awards
(as a multiple of base salary)

The actual award amounts for the Named Executive Officers are set forth in the "Non-Equity Incentive Plan Compensation" column of the 2011 Summary Compensation Table below.

Long-Term Incentive Compensation

              As explained above, the Compensation Committee believes that a substantial portion of each Named Executive Officer's compensation should be in the form of long-term incentive compensation. Long-term incentive awards are based on certain criteria as determined by the Compensation Committee, including the achievement of pre-established corporate and individual goals for the performance year. Prior to the beginning of each performance year, an earnings opportunity range, expressed as multiples of base salary and corresponding to three levels of performance (threshold, target and maximum), is established for each executive officer. The Compensation Committee annually reviews the long-term incentive compensation performance criteria in the context of market pay and performance when setting the earnings opportunity range and when determining the actual award earned for each executive officer. Long-term incentive awards are then determined and granted in the first quarter of the year following the performance year.

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              The Compensation Committee and, in the case of the Chief Executive Officer, the independent members of our Board approved the following long-term incentive award opportunities for performance in fiscal 2011:

2011 Long-Term Incentive Opportunity
(as a multiple of base salary)

At the target opportunities shown in the above table, the 2011 long-term incentive award for each Named Executive Officer would result in total direct compensation levels that generally approximate the 65^th percentile of the Comparable Companies. Similar to our philosophy regarding the annual cash incentive opportunities, the Compensation Committee believes that our Chief Executive Officer should have the greatest alignment with our shareholders, and, therefore, Ms. Cafaro's long-term incentive compensation is more sensitive to performance than the long-term incentive compensation of our other Named Executive Officers.

              For 2011, the value of the long-term incentive awards was based on the following factors, in each case at the discretion of the Compensation Committee:

•

TSR (absolute and relative to our healthcare REIT peers and the Comparable Companies) over various time periods and in light of market conditions and our strategic objectives and risk profile;

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•

Factors contributing to our long-term stockholder value, such as: expansion and growth to the extent then current market conditions are appropriate; proactive identification and mitigation of risks in our existing portfolio, capital structure and organization, and future acquisitions; expansion and management of MOB business; management of ASLG closing and performance of ASLG assets following closing; accretive investments that provide excellent risk-adjusted returns; optimal capital markets execution; strong credit statistics and ratings, balance sheet and liquidity management; infrastructure investments; effective management of our triple-net leased properties and our senior living operating and MOB portfolios; management of the HCP litigation appeals process to a favorable outcome; consideration of environmental/green initiatives; and values, business ethics, reputation and industry leadership;



•

Individual performance; and



•

Other factors deemed appropriate by the Compensation Committee.

While there was no specific weighting or target level attributed to any of these factors, the Compensation Committee carefully analyzed these factors in determining the 2011 long-term incentive awards for our Named Executive Officers.

              In January 2012, the Compensation Committee and, in the case of the Chief Executive Officer, the independent members of our Board determined that each of our Named Executive Officers had performed well against the performance objectives under the long-term incentive plan for 2011 based on the accomplishments described above under "—Annual Cash Incentive Compensation" and several other key long-term value creating achievements, including:

•

Superior TSR performance relative to peers, including significantly outperforming the MSCI US REIT Index over the ten, five and three years ended December 31, 2011, ranking us second among our peer group for the five years ended December 31, 2011 and ranking us first among our peer group with a TSR of 721.3% for the ten years ended December 31, 2011;



•

Continued value creation for our stockholders with an 8% year-over-year increase in our cash dividend and by ending the year as the sixth largest REIT by equity market capitalization, the ninth largest REIT by enterprise value and the largest owner of seniors housing in the United States;



•

Outperformance of the S&P 500® index by 11.1% for the three years ended December 31, 2011, by 11.1% for the five years ended December 31, 2011 and by 19.8% for the ten years ended December 31, 2011;



•

As of December 31, 2011, the highest expected 2012 FFO multiple among healthcare REITs;



•

A reduction in tenant/operator concentration (our largest tenant's share of our annualized fourth quarter NOI declined from 35% in 2010 to 18% in 2011) and an increase in private pay assets, diversification and tenant/operator relationships (increased more than 6x year-over-year) as a result of the NHP and ASLG acquisitions;



•

Proactive management of enterprise risk, including through aggressive asset management, strong processes, disciplined integration of acquisitions and experienced personnel additions;

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•

Significant expansion of our MOB portfolio, as MOB operations segment NOI more than doubled from $50.2 million in 2010 to $116.6 million in 2011 and MOB operations segment assets increased from approximately $750 million at December 31, 2010 to approximately $2.4 billion at December 31, 2011;



•

Exceptional management of our senior living operating portfolio through extensive work with Atria and Sunrise on their pricing, marketing and expense strategies, enhanced capital spending and redevelopment approval processes, and comprehensive visits to more than 190 communities, which contributed to the portfolio's strong performance in 2011;



•

Optimal capital markets execution, including through our issuance and sale of $700.0 million aggregate principal amount of 4.750% senior notes due 2021, our entrance into a new $2.0 billion unsecured revolving credit facility with attractive pricing, as of December 31, 2011, of LIBOR plus 110 basis points, and the entrance into a new $500 million unsecured term loan with attractive pricing, as of December 31, 2011, of LIBOR plus 125 basis points;



•

The repayment of $489 million of secured debt and the redemption of $200 million aggregate principal amount of our 6¹/2% senior notes due 2016 pursuant to the call option contained in the indenture governing the notes;



•

Our receipt of $228 million in total proceeds in connection with the successful completion of the HCP litigation;



•

Expanded depth across the enterprise to reflect our increased size and scale;



•

Continued evaluation of environmental/green initiatives, including the acquisition of two LEED certified MOBs, three Atria redevelopments that have received or applied for LEED status and the installation of "smart" water meters at Sunrise communities; and



•

The external recognition of our leadership team for their excellence, including Ms. Cafaro being named one of three REIT chief executive officers to the "All-America Executive Team" for the second year in a row and named one of the top 50 women in world business by Financial Times and one of the top 25 women in healthcare by Modern Healthcare, and our Investor Relations being named "Best Investor Relations" by Institutional Investor.

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              Accordingly, as set forth below, the long-term incentive awards granted to the Named Executive Officers for 2011 performance equaled 100% of their respective maximum levels.

2011 Long-Term Incentive Awards
(as a multiple of base salary)

              For 2011, long-term incentive compensation consisted of equity awards in the form of stock options and shares of restricted stock granted pursuant to our 2006 Incentive Plan. The Compensation Committee recognizes that while the annual cash incentive plan rewards management actions that impact short- and mid-term performance, 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 grants of stock options and restricted stock awards. Equity 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 2011, the Compensation Committee determined that 70% of the value of the long-term 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 incentive awards more heavily toward restricted stock. Furthermore, restricted stock is the most prevalent form of long-term incentive compensation among the Comparable Companies. The actual award amounts earned by the Named Executive Officers for 2011 will be reflected in next year's Summary Compensation Table as restricted stock and stock option awards granted in 2012.

              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 incentive awards. Shares of restricted

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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 recommendations with respect to the value of the Chief Executive Officer's long-term 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 incentive awards granted to our 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.

Benefits and Perquisites

              The Named Executive Officers are generally eligible to participate in the same benefit programs that we offer to other employees, including:

•

health, dental and vision insurance (of which we paid 100% of the premium in 2011);



•

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



•

paid time off and paid holidays; and



•

participation in a 401(k) plan (to which we made a contribution equal to 3% of the employee's base salary, up to the federal limit, in 2011).

We believe these benefits are competitive with overall market practices. In addition, we may provide certain perquisites and other personal benefits to enable us to attract and retain superior employees for key positions. For 2011, 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; provision of a parking space (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 contributions to the 401(k) plan, as described above, we do not provide our Named Executive Officers with any retirement benefits.

Other 2011 Compensation Decisions

Review of Comparable Companies

              In the second half of 2011, the Compensation Committee reviewed the Comparable Companies and approved several changes for 2012 comparative purposes. Due to our significant growth in 2010 and 2011, primarily as a result of the Lillibridge, ASLG and NHP transactions, our relative positioning in the Comparable Companies had risen to the 74^th percentile with respect to enterprise value and the 77^th percentile with respect to equity market capitalization. To position us closer to the median of our peer group for 2012 comparative purposes, 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, AMB Property Corporation, which merged with ProLogis in June 2011, and Nationwide Health Properties, Inc., which was acquired by us in July 2011. In addition, at the recommendation of PM&P, the Compensation Committee 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.

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Rebalancing of Chief Executive Officer Compensation and Special Equity Incentive Award

              In March 2011, the independent members of our Board reviewed Ms. Cafaro's compensation and determined to rebalance her target mix of pay elements to better align with competitive market practice. In connection with this review, the independent members of our Board determined that a higher base salary was appropriate to reflect our significant growth and Ms. Cafaro's strong leadership, contributions to our superior performance and continuing value to our company. Accordingly, the independent members of our Board approved a 2011 base salary for Ms. Cafaro of $915,000, effective as of January 1, 2011, and approved a concurrent rebalancing of Ms. Cafaro's target direct compensation by adjusting downward Ms. Cafaro's target annual cash incentive award from 1.75x to 1.60x and Ms. Cafaro's target long-term incentive award from 4.5x to 3.2x.

              In connection with the rebalancing of Ms. Cafaro's compensation, the independent members of our Board approved an amendment to the terms of Ms. Cafaro's employment agreement to eliminate certain provisions to reflect compensation practices more favorable to us and our stockholders. In particular, the amendment eliminated (1) a provision that provided for payment of severance benefits if Ms. Cafaro were to terminate employment with us without Good Reason (as defined under "—Employment and Change of Control Severance Agreement with Named Executive Officers—Employment Agreement: Cafaro" below) within the 30-day period commencing one year after a change of control (a so-called "modified single trigger") and (2) certain tax gross-up payments with respect to severance and certain other benefits in connection with a change of control. The material provisions of Ms. Cafaro's employment agreement are summarized under "—Employment and Change of Control Severance Agreement with Named Executive Officers—Employment Agreement: Cafaro" below.

              To support Ms. Cafaro's continued retention, in recognition of her superior performance and contributions to our success, and in consideration for the elimination of the change of control "modified single trigger" and change of control tax gross-up payments from her employment agreement, concurrent with the actions described above, the independent members of our Board granted Ms. Cafaro a special equity incentive award in the form of 152,934 shares of restricted stock having an aggregate fair market value of $8,000,000 on the date of grant. These shares vest in five equal annual installments beginning on the first anniversary of the date of grant. The shares are subject to accelerated vesting in the event of death, disability, termination of employment by us without Cause or termination of employment by Ms. Cafaro with Good Reason (as such terms are defined under "—Employment and Change of Control Severance Agreement with Named Executive Officers—Employment Agreement: Cafaro" below), but are not subject to accelerated vesting solely upon a change of control.

              Other than Ms. Cafaro's rebalanced compensation, each Named Executive Officer's target annual cash incentive and target long-term incentive opportunities in 2011 were consistent with such Named Executive Officer's target opportunities in 2010.

Compensation of Our Named Executive Officers for 2011, 2010 and 2009 Performance

              In order to provide stockholders with a more complete picture of our Named Executive Officers' compensation, we are providing additional information not required by the SEC. The table below shows each Named Executive Officer's total direct compensation for services performed in 2011, 2010 and 2009 (with the exception of Mr. Lillibridge, who joined us in July 2010 and was not a Named Executive Officer for 2009). In contrast to the Summary Compensation Table, which discloses the grant date fair value of equity awards granted in a given year, the table below discloses the grant date fair value of equity awards granted in the first quarter of the subsequent year for performance during a

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given year (e.g., equity awards granted in January 2012 for 2011 performance). This table supplements, and does not replace, the Summary Compensation Table.

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.

              As previously discussed, we amended Ms. Cafaro's employment agreement in 2011 to eliminate certain tax gross-up payments with respect to severance and certain other benefits in connection with a change of control (see "Other 2011 Compensation Decisions—Rebalancing of Chief Executive Officer Compensation and Special Equity Incentive Award" above), and the employment agreement we entered into with Mr. Lillibridge in July 2010 does not provide tax gross-up payments with respect to severance benefits. Legacy arrangements with Messrs. Schweinhart, Lewis and Riney, which have been in existence and have not been amended (other than certain amendments to comply with Section 409A of the Code and as described below) for several years, provide certain tax gross-up payments with respect to payments made in connection with a change of control. However, no tax gross-up would

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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 analysis of the Compensation Committee's independent compensation consultant, to be consistent with then current competitive market practices.

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 generally consider qualification for deductibility under Section 162(m) for compensation paid to our Named Executive Officers, including stock options granted under our 2006 Incentive Plan. 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 then current base salary. 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. Taking into account any permitted transition period, 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 2006 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 (i) any bonus or other incentive-based or equity-based compensation received during the twelve months following the public issuance of the non-compliant document and (ii) any profits realized from the sale of our securities during those twelve 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.

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Amendments to Employment and Change of Control Severance Agreements

              As discussed above under "Other 2011 Compensation Decisions—Rebalancing of Chief Executive Officer Compensation and Special Equity Incentive Award," in March 2011, we amended the terms of Ms. Cafaro's employment agreement to eliminate the change of control "modified single trigger" and certain tax gross-up payments with respect to severance and certain other benefits in connection with a change of control. The material provisions of Ms. Cafaro's employment agreement are summarized under "—Employment and Change of Control Severance Agreement with Named Executive Officers—Employment Agreement: Cafaro" below.

              Also in March 2011, we amended the terms of Mr. Riney's change-in-control severance agreement to eliminate a provision that provided for payment of severance benefits if Mr. Riney were to terminate employment with us without Good Reason (as defined under "—Employment and Change of Control Severance Agreement with Named Executive Officers—Employment Agreement and Change of Control Severance Agreement: Riney" below) within the 30-day period commencing 30 days after a change of control or within the 30-day period commencing one year after a change of control. The material provisions of Mr. Riney's change-in-control severance agreement are summarized under "—Employment and Change of Control Severance Agreement with Named Executive Officers—Employment Agreement and Change of Control Severance Agreement: Riney" below.

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Compensation Tables

2011 Summary Compensation Table

              The following table sets forth the compensation awarded or paid to, or earned by, each of the Named Executive Officers during 2011, 2010 and 2009 (for supplemental information regarding the total direct compensation earned by the Named Executive Officers for 2011 performance, see "Compensation Discussion and Analysis" above):

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2011 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 2011:

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2011 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, 2011: