Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | Welltower Inc. |
Entity Central Index Key | 0000766704 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, the Value of Initial Fixed $100 Investment Based On: Year 1 Summary Compensation Table Total for PEO 1 Mitra) ($) Summary Compensation Table Total for PEO 1 (Thomas J. DeRosa) ($) Compensation Actually Paid to PEO 1 Mitra) ($) Compensation Actually Paid to PEO 1 (Thomas J. DeRosa) ($) Average Summary Compensation Table Total for Non-PEO NEOs 1 Average Compensation Actually Paid to Non-PEO NEOs 1 Total Shareholder Return ($) 2 Peer Group Total Shareholder Return ($) 3 Net Income (In thousands) ($) 4 Normalized FFO per diluted share ($) 5 2022 14,266,935 — 4,594,060 — 4,121,683 2,332,916 89.10 99.68 141,214 3.35 2021 12,753,710 — 22,832,893 — 3,096,543 4,770,374 113.03 131.78 336,138 3.21 2020 9,557,434 14,589,584 5,302,157 (9,291,262 ) 2,590,052 1,405,247 82.51 92.00 978,844 3.56 (1) Amounts represent compensation actually paid to our PEO(s) and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined in accordance with SEC rules, which includes the individuals listed in the table below for each fiscal year. Year PEO Non-PEO 2022 Shankh Mitra Timothy G. McHugh, John F. Burkart, Matthew G. McQueen, and Ayesha Menon 2021 Shankh Mitra Timothy G. McHugh, John F. Burkart, Matthew G. McQueen, and Ayesha Menon 2020 Thomas J. DeRosa and Shankh Mitra Timothy G. McHugh, Matthew G. McQueen, and Ayesha Menon The dollar amounts reported as “compensation actually paid” are computed in accordance with the requirements of Item 402(v) of Regulation S-K and reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below (with equity values calculated in accordance with FASB ASC Topic 718): Shankh Mitra, CEO 2022($) 2021($) 2020($) Summary Compensation Table Total 14,266,935 12,753,710 9,557,434 Less: Fair Value of Awards Reported in the SCT (10,454,249 ) (7,500,079 ) (6,528,380 ) Change in Fair Value of Awards Granted in Year and Unvested at Year-End 16,794,351 14,018,154 4,703,812 Change in Fair Value from Prior Year-End Year-End Year-End (14,034,634 ) 2,494,943 (1,752,508 ) Change in Fair Value from Prior Year-End (1,978,343 ) 1,066,165 (678,202 ) Compensation Actually Paid 4,594,060 22,832,893 5,302,157 Thomas J. DeRosa, Former CEO 2022($) 2021($) 2020($) Summary Compensation Table Total 14,589,584 Less: Fair Value of Awards Reported in the SCT (10,501,379 ) Change in Fair Value of Awards Granted in Year and Unvested at Year-End — Change in Fair Value from Prior Year-End Year-End Year-End (5,792,299 ) Change in Fair Value from Prior Year-End (7,587,168 ) Compensation Actually Paid (9,291,262 ) Average of Other NEOs 2022($) 2021($) 2020($) Summary Compensation Table Total 4,121,683 3,096,543 2,590,052 \ Less: Fair Value of Awards Reported in the SCT (2,634,005 ) (1,475,967 ) (1,365,328 ) Change in Fair Value of Awards Granted in Year and Unvested at Year-End 3,623,751 2,563,124 846,041 Change in Fair Value from Prior Year-End Year-End Year-End (2,531,789 ) 294,861 (566,973 ) Change in Fair Value from Prior Year-End (246,724 ) 291,813 (98,546 ) Compensation Actually Paid 2,332,916 4,770,374 1,405,247 (2) TSR is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2019. (3) Peer group TSR is based on the FTSE Nareit Equity Health Care Index to which we compare our performance in our Form 10-K (4) The dollar amounts reported represent the amount of net income (or loss) attributable to common stockholders reflected in the Company’s audited financial statements for the applicable year. (5) FFO means net income attributable to common stockholders, computed in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), excluding gains (or losses) from the sale of real estate and impairments of depreciable assets, plus real estate depreciation and amortization, and after adjustments for unconsolidated entities and non-controlling non-GAAP | ||
Company Selected Measure Name | Normalized FFO | ||
Named Executive Officers, Footnote [Text Block] | (1) Amounts represent compensation actually paid to our PEO(s) and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined in accordance with SEC rules, which includes the individuals listed in the table below for each fiscal year. Year PEO Non-PEO 2022 Shankh Mitra Timothy G. McHugh, John F. Burkart, Matthew G. McQueen, and Ayesha Menon 2021 Shankh Mitra Timothy G. McHugh, John F. Burkart, Matthew G. McQueen, and Ayesha Menon 2020 Thomas J. DeRosa and Shankh Mitra Timothy G. McHugh, Matthew G. McQueen, and Ayesha Menon | ||
Peer Group Issuers, Footnote [Text Block] | Peer group TSR is based on the FTSE Nareit Equity Health Care Index to which we compare our performance in our Form 10-K | ||
Adjustment To PEO Compensation, Footnote [Text Block] | The dollar amounts reported as “compensation actually paid” are computed in accordance with the requirements of Item 402(v) of Regulation S-K and reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below (with equity values calculated in accordance with FASB ASC Topic 718): Shankh Mitra, CEO 2022($) 2021($) 2020($) Summary Compensation Table Total 14,266,935 12,753,710 9,557,434 Less: Fair Value of Awards Reported in the SCT (10,454,249 ) (7,500,079 ) (6,528,380 ) Change in Fair Value of Awards Granted in Year and Unvested at Year-End 16,794,351 14,018,154 4,703,812 Change in Fair Value from Prior Year-End Year-End Year-End (14,034,634 ) 2,494,943 (1,752,508 ) Change in Fair Value from Prior Year-End (1,978,343 ) 1,066,165 (678,202 ) Compensation Actually Paid 4,594,060 22,832,893 5,302,157 Thomas J. DeRosa, Former CEO 2022($) 2021($) 2020($) Summary Compensation Table Total 14,589,584 Less: Fair Value of Awards Reported in the SCT (10,501,379 ) Change in Fair Value of Awards Granted in Year and Unvested at Year-End — Change in Fair Value from Prior Year-End Year-End Year-End (5,792,299 ) Change in Fair Value from Prior Year-End (7,587,168 ) Compensation Actually Paid (9,291,262 ) | ||
Non-PEO NEO Average Total Compensation Amount | $ 4,121,683 | $ 3,096,543 | $ 2,590,052 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 2,332,916 | 4,770,374 | 1,405,247 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | Average of Other NEOs 2022($) 2021($) 2020($) Summary Compensation Table Total 4,121,683 3,096,543 2,590,052 \ Less: Fair Value of Awards Reported in the SCT (2,634,005 ) (1,475,967 ) (1,365,328 ) Change in Fair Value of Awards Granted in Year and Unvested at Year-End 3,623,751 2,563,124 846,041 Change in Fair Value from Prior Year-End Year-End Year-End (2,531,789 ) 294,861 (566,973 ) Change in Fair Value from Prior Year-End (246,724 ) 291,813 (98,546 ) Compensation Actually Paid 2,332,916 4,770,374 1,405,247 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | The NEOs’ pay, particularly the PEO’s, closely tracks with our TSR since, in any year, more than 70 percent of the NEOs’ compensation is comprised of equity awards. The table below shows our PEO’s (for 2020, Mr. DeRosa, and for 2021 and 2022, Mr. Mitra) and the average of our other NEOs’ pay compared to our annual TSR performance and the Peer Group’s TSR performance. | ||
Compensation Actually Paid vs. Net Income [Text Block] | The table below shows our PEO’s and the average of our other NEOs’ pay compared to our net income attributable to common stockholders. | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | The table below shows our PEO’s and the average of our other NEOs’ pay compared to our normalized FFO per diluted share performance. | ||
Total Shareholder Return Vs Peer Group [Text Block] | The NEOs’ pay, particularly the PEO’s, closely tracks with our TSR since, in any year, more than 70 percent of the NEOs’ compensation is comprised of equity awards. The table below shows our PEO’s (for 2020, Mr. DeRosa, and for 2021 and 2022, Mr. Mitra) and the average of our other NEOs’ pay compared to our annual TSR performance and the Peer Group’s TSR performance. | ||
Tabular List [Table Text Block] | The following table lists the most important financial performance measures used to link compensation actually paid to our NEOs to company performance. Important Financial Performance Measures Relative Total Shareholder Return Normalized FFO per Diluted Share Adjusted Fixed Charge Coverage General and Administrative Expense Controls (Net Debt + Preferred) / Annualized Adjusted EBITDA | ||
Total Shareholder Return Amount | $ 89.1 | 113.03 | 82.51 |
Peer Group Total Shareholder Return Amount | 99.68 | 131.78 | 92 |
Net Income (Loss) | $ 141,214,000 | $ 336,138,000 | $ 978,844,000 |
Company Selected Measure Amount | 3.35 | 3.21 | 3.56 |
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Relative Total Shareholder Return | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Normalized FFO per Diluted Share | ||
Non-GAAP Measure Description [Text Block] | FFO means net income attributable to common stockholders, computed in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), excluding gains (or losses) from the sale of real estate and impairments of depreciable assets, plus real estate depreciation and amortization, and after adjustments for unconsolidated entities and non-controlling non-GAAP | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted Fixed Charge Coverage | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | General and Administrative Expense Controls | ||
Measure [Axis]: 5 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Annualized Adjusted EBITDA | ||
Shankh Mitra [Member] | |||
Pay vs Performance Disclosure [Table] | |||
PEO Total Compensation Amount | $ 14,266,935 | $ 12,753,710 | $ 9,557,434 |
PEO Actually Paid Compensation Amount | $ 4,594,060 | $ 22,832,893 | $ 5,302,157 |
PEO Name | Shankh Mitra | Shankh Mitra | Shankh Mitra |
Thomas J. DeRosa [Member] | |||
Pay vs Performance Disclosure [Table] | |||
PEO Total Compensation Amount | $ 14,589,584 | ||
PEO Actually Paid Compensation Amount | $ (9,291,262) | ||
PEO Name | Thomas J. DeRosa | ||
PEO [Member] | Shankh Mitra [Member] | Less Fair Value of Awards Reported in the SCT [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (10,454,249) | $ (7,500,079) | $ (6,528,380) |
PEO [Member] | Shankh Mitra [Member] | Change in Fair Value of Awards Granted in year and Unvested at YearEnd [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 16,794,351 | 14,018,154 | 4,703,812 |
PEO [Member] | Shankh Mitra [Member] | Change in Fair Value from Prior Year End to Current Year End of Awards Granted Prior to Year that were Outstanding and Unvested as of YearEnd [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (14,034,634) | 2,494,943 | (1,752,508) |
PEO [Member] | Shankh Mitra [Member] | Change in Fair Value from Prior YearEnd to Vesting Date of Awards Granted Prior to Year that Vested During Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,978,343) | 1,066,165 | (678,202) |
PEO [Member] | Thomas J. DeRosa [Member] | Less Fair Value of Awards Reported in the SCT [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (10,501,379) | ||
PEO [Member] | Thomas J. DeRosa [Member] | Change in Fair Value of Awards Granted in year and Unvested at YearEnd [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | ||
PEO [Member] | Thomas J. DeRosa [Member] | Change in Fair Value from Prior Year End to Current Year End of Awards Granted Prior to Year that were Outstanding and Unvested as of YearEnd [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (5,792,299) | ||
PEO [Member] | Thomas J. DeRosa [Member] | Change in Fair Value from Prior YearEnd to Vesting Date of Awards Granted Prior to Year that Vested During Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (7,587,168) | ||
Non-PEO NEO [Member] | Less Fair Value of Awards Reported in the SCT [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (2,634,005) | (1,475,967) | (1,365,328) |
Non-PEO NEO [Member] | Change in Fair Value of Awards Granted in year and Unvested at YearEnd [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 3,623,751 | 2,563,124 | 846,041 |
Non-PEO NEO [Member] | Change in Fair Value from Prior Year End to Current Year End of Awards Granted Prior to Year that were Outstanding and Unvested as of YearEnd [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (2,531,789) | 294,861 | (566,973) |
Non-PEO NEO [Member] | Change in Fair Value from Prior YearEnd to Vesting Date of Awards Granted Prior to Year that Vested During Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (246,724) | $ 291,813 | $ (98,546) |