Form: DEF 14A

Definitive proxy statements

April 23, 2024

DEF 14A: Definitive proxy statements

Published on April 23, 2024

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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.     )

Filed by Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12

Omega Healthcare Investors, Inc.

(Name of Registrant as Specified in Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Dear Fellow Stockholders:

It is my pleasure to invite you to the 2024 Annual Meeting of Stockholders of Omega Healthcare Investors, Inc., which will be held on Friday, June 7, 2024 at 10:00 AM EDT.

Enclosed you will find a notice setting forth the items we expect to address during the meeting and our Proxy Statement. The Proxy Statement and our Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available electronically at www.proxyvote.com or www.omegahealthcare.com and are first being sent to our stockholders on or about April 23, 2024.

Your vote is important to us. Even if you do not plan to attend the meeting, we hope your votes will be represented. Included in the Annual Report is our 2024 letter to stockholders in which we discuss the progress we’ve made on our strategy, lay out our financial performance and explain how our people navigated a dynamic market environment to achieve our results.

I would like to personally thank you for your continued support of Omega Healthcare Investors as we continue to invest together in the future of this company. We look forward to engaging with our stockholders at our Annual Meeting.

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C. Taylor Pickett

Chief Executive Officer

April 23, 2024

303 International Circle
Suite 200
Hunt Valley, Maryland 21030

   

   

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Notice of 2024 Annual Meeting of Stockholders

The Annual Meeting will be held:

FRIDAY, JUNE 7, 2024
AT 10:00 AM (EDT)

It will be held virtually via live webcast at: virtualshareholdermeeting.com/
OHI2024

    

Proposals:

1: Election of eight members to Omega’s Board of Directors

2: Ratification of the selection of Ernst & Young LLP as our independent auditor for fiscal year 2024

3: Advisory vote on executive compensation

We may also transact any other business as may properly come before the meeting or any adjournment or postponement thereof.

Director Nominees:

Kapila K. Anand

Craig R. Callen

Dr. Lisa C. Egbuonu-Davis

Barbara B. Hill

Kevin J. Jacobs

C. Taylor Pickett

Stephen D. Plavin

Burke W. Whitman

Each of the director nominees presently serves as a director of Omega.

Attendance:

Our Board of Directors has fixed the close of business on April 8, 2024 as the record date for the determination of stockholders who are entitled to notice of and to vote at our Annual Meeting or any adjournments or postponements thereof. On or about April 23, 2024, we will first send to our stockholders our 2024 Proxy Statement and Annual Report to Stockholders for fiscal year 2023. This year, we are again adopting a virtual format for our Annual Meeting. For further information on how to participate in the Annual Meeting via live webcast, please consult the section captioned “Quorum and Voting” on page 65 of this Proxy Statement.

Your Vote is Important:

Whether or not you plan to virtually attend the meeting, please vote promptly using one of the below methods to ensure that your shares are properly voted. If you hold shares through a broker, bank or other nominee (in “street name”), you may receive a separate voting instruction form, or you may need to contact your broker, bank or other nominee to determine whether you will be able to vote electronically using the Internet or telephone.

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Follow the instructions at www.proxyvote.com

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Call toll-free
1-800-690-6903 and follow the instructions

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Complete, sign, date and return your proxy card in the enclosed envelope

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Virtually attend the Annual Meeting and vote your shares

By order of Omega’s Board of Directors,

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C. Taylor Pickett

April 23, 2024
Hunt Valley, Maryland

Table of Contents

Proxy Summary

1

Background on Advisory Vote

30

Proposal 1 - Election of Directors

7

Our Executive Compensation Program

30

Recommendation of the Board

7

Proposed Vote

30

Vote Required for Election

7

Vote Required for Approval

30

Director Nominees

8

Compensation Discussion and Analysis

31

Stock Ownership Information

12

2023 Achievements and Performance Results

31

Board Committees and Corporate Governance

14

Pay for Performance Alignment

32

Board of Directors and Committees of the Board

14

Summary of Executive Compensation Program and

35

Director Independence

15

Governance Practices

Board Leadership Structure

15

Components of Our Executive Compensation Program

39

Risk Oversight

15

Long-Term Equity Incentive Program

40

Standing Committee Information

16

Our Compensation Decisions and Results for 2023

43

Identification of Director Nominees and Board Diversity

17

Our Compensation Decisions for 2024

49

Environmental, Social and Governance Oversight

20

Other Matters

50

Communicating with the Board of Directors and the Audit

23

Compensation Committee Report

52

Committee

Executive Compensation Tables and Related Information

52

Policy on Related Party Transactions

24

Summary Compensation Table

52

Code of Business Conduct and Ethics

24

Grants of Plan-Based Awards

53

Stock Ownership Guidelines

24

Outstanding Equity Awards at Fiscal Year End

55

Policy on Hedging and Pledging of Company Securities

25

Stock Awards Vested for 2023

56

Director Retirement Policy

25

Nonqualified Deferred Compensation

57

Director Over-Boarding Policy

26

Employment Agreements

58

Proxy Access and Universal Proxy

26

Potential Payments Upon Termination or Change in Control

58

Corporate Governance Materials

26

Chief Executive Officer Pay Ratio Disclosure

60

Proposal 2 - Proposal to Ratify the Selection of Ernst  & Young LLP as our

27

Pay Versus Performance

60

Independent Auditor for the Fiscal Year 2024

Compensation of Directors

62

Recommendation of the Board

27

Compensation Committee Interlocks and Insider Participation

64

Vote Required for Approval

27

Stockholder Proposals and Nominations

64

Audit Committee and Independent Auditor Matters

28

Quorum and Voting

65

Audit Committee Report

28

Expenses of Solicitation

66

Independent Auditors

29

Householding

67

Fees

29

Other Matters

67

Determination of Auditor Independence

29

Our Commitment to The Environment

Audit Committee’s Pre-Approval Policies

29

Annual Meeting of Stockholders

Proposal 3 - Advisory Vote on Executive Compensation

30

Recommendation of the Board

30

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information you should consider. Please read the entire Proxy Statement carefully before voting.

Annual Meeting Logistics

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WHEN

June 7, 2024 at 10:00 am EDT

WEBCAST

virtualshareholdermeeting.com/OHI2024

RECORD DATE

April 8, 2024

Voting Guide

PROPOSAL

1

Election of eight Directors

The Board of Directors recommends that you vote FOR each director nominee. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our company.

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OUR BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE

PROPOSAL

2

Ratification of the selection of Ernst & Young LLP as our independent auditor for fiscal year 2024

The Board of Directors recommends that you vote FOR the ratification of Ernst & Young LLP (“EY”). We believe EY has sufficient knowledge and experience to provide our company with a wide range of accounting services that are on par with the best offered in the industry.

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OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL

PROPOSAL

3

Advisory Approval of the Company’s Executive Compensation (“Say-on-Pay”)

The Board of Directors recommends that you vote FOR this “say-on-pay” advisory proposal because our compensation program attracts top talent commensurate with our peers and reinforces our “Pay for Performance” philosophy.

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OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL

1

Director Election (Page 7) Our Board of Directors currently consists of eight directors.

Our Nominating and Corporate Governance Committee of the Board of Directors has nominated Craig R. Callen, Kapila K. Anand, Dr. Lisa C. Egbuonu-Davis, Barbara B. Hill, Kevin J. Jacobs, C. Taylor Pickett, Stephen D. Plavin, and Burke W. Whitman for re-election as directors. Each of the nominees for re-election is an incumbent director. Unless authority to vote for the election of directors has been specifically withheld, the persons named in the accompanying proxy card intend to vote FOR the election of the nominees named above to hold office until the 2025 Annual Meeting or until their respective successors have been duly elected and qualified.

If any nominee becomes unavailable for any reason (which event is not anticipated), the shares represented by the enclosed proxy may (unless the proxy contains instructions to the contrary) be voted for such other person or persons as may be determined by the holders of the proxies.

Below we included selected information regarding each of our eight director nominees for election at the 2024 Annual Meeting.

Name and Principal Occupation    

Age

Director Since

Other Public Company Boards

Committee Memberships

Audit

Compensation

Investment

Nominating & Corporate Governance

Craig R. Callen 

Graphic

68

2013

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Kapila K. Anand

70

2018

1

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Dr. Lisa C. Egbuonu-Davis

66

2021

2

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Barbara B. Hill
Operating Partner

NexPhase Capital

71

2013

1

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Kevin J. Jacobs
Chief Financial Officer & President Global Development

Hilton Worldwide Holdings Inc.

51

2020

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C. Taylor Pickett
Chief Executive Officer

Omega Healthcare Investors, Inc.

62

2002

1

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Stephen D. Plavin
Senior Managing Director

Blackstone Group

64

2000

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Burke W. Whitman
Chief Executive Officer

Colmar Holdings LLC

68

2018

1

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Number of meetings in 2023

4

3

5

4

Graphic = Committee Chair

Graphic= Committee Member

Graphic = Chair of the Board

2

Director Diversity (Page 17)

Below we have included selected information regarding the diversity and skills of our directors, with further explanation included on pages 17 to 18.

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Director Skills and Experience (Page 19)

Below we have included selected information regarding the experience of our directors, with further explanation included on page 19.

of 8 nominees

leadership

8

accounting

6

Real estate

6

Health care

6

sitting executive

3

investment

7

CYBER

4

ESG

5

LEGAL/REGULATORY

4

HUMAN CAPITAL

7

3

Financial Performance Highlights (Page 31)

Below we have included selected financial performance highlights for the Company as of December 31, 2023.

TOTAL SHAREHOLDER RETURN (“Absolute TSR”) ANNUALIZED PERFORMANCE FOR PERIODS ENDED DECEMBER 31, 2023, Relative to indices

1-YEAR
TOTAL RETURN

3-YEAR
ANNUALIZED RETURN

5-YEAR
ANNUALIZED RETURN

10-YEAR
ANNUALIZED RETURN

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OHI = Omega Healthcare Investors, Inc.
NAREIT = Nareit Health Care Index
MSCI = MSCI US REIT Index

Absolute TSR figures above are per S&P Global and are calculated using stock/index prices at the beginning and end of the stated period, assuming the reinvestment of dividends.

Executive Compensation Highlights (Page 42)

Below we have included selected executive compensation highlights for the Company for fiscal year 2023.

ceo target
compensation mix

avg. other neos
target compensation mix

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4

Summary of compensation program

Base
Salary
(Cash)

Fixed level of cash compensation to attract and retain key executives in a competitive marketplace
Preserves an executive’s commitment during downturns

Determined based on evaluation of individual executives, compensation, internal pay equity and a comparison to the peer group

  

Annual
Incentive
(Cash)

Target cash incentive opportunity (set as a percentage of base salary) to encourage achievement of annual Company financial and operational goals
Assists in attracting, retaining and motivating executives in the near term

Majority (70% for 2023) of incentive opportunity based on objective performance measures, which includes Funds Available for Distribution (“FAD”) per Share, Tenant Quality and Leverage
A portion (30% for 2023) of the payout is also based on performance against individual-specific subjective goals

  

Long-Term
Incentive
(EQUITY)

RSUs and Profits Interest Units (Time-based)

Focuses executives on achievement of long-term financial and strategic goals and Absolute TSR and TSR relative to an index of healthcare peer REITs (“Relative TSR”), thereby creating long-term stockholder value
Assists in maintaining a stable, continuous management team in a competitive market
Maintains stockholder management alignment
Easy to understand and track performance
Limits dilution to existing stockholders relative to utilizing stock options

40% of target annual long-term incentive awards in 2023
Provides upside incentive in up-market, with some down-market protection
Three-year cliff vest (subject to certain exceptions)

PRSUs and Profits Interest Units (Performance-based)

60% of target annual long-term incentive award in 2023, requiring significant outperformance to achieve target
Three-year performance periods with the actual payout based on Absolute TSR (45%) and Relative TSR performance (55%)
Provides some upside in up-or down-market based on relative performance
Direct alignment with stockholders
Additional vesting once earned (25% per calendar quarter, subject to certain exceptions) for enhanced retention

SAY-ON-PAY

At our 2023 annual meeting of stockholders, holders of approximately 94.0% of the votes cast on such proposal approved the advisory vote (“say-on-pay”) on the 2022 compensation of our named executive officers (sometimes referred herein as our “NEOs”), which was consistent with the level of support we received in 2022 and 2021 on our “say-on-pay” proposal and continued a long-term trend of significant shareholder support of 93% or higher in each of the last eight years. The Committee considered the results of the advisory vote when setting executive compensation for 2024 and plans to continue to do so in future executive compensation policies and decisions.

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CLAWBACK POLICY

Our Board voluntarily adopted a formal clawback policy in 2019 that applies to incentive compensation and in 2023 adopted a revised policy consistent with new SEC and NYSE requirements for clawback policies.

5

Governance Highlights (Page 35)

Below we have included selected governance highlights of the Company.

accountability

Annual Election of Directors. Our Board consists of a single class of directors who stand for election each year.
Proxy Access. Our Bylaws grant stockholders meeting certain eligibility requirements the right to nominate director candidates and require us to include in our proxy materials for an annual meeting stockholder-nominated director candidates equal to the greater of two director seats or 20% of the Board.
Board Evaluations. Our directors undergo annual evaluations of the Board as a whole and each director individually.
Annual Say-on-Pay. We annually submit “say-on-pay” advisory votes for our stockholders’ consideration and vote.

independence

Chair and CEO Roles Separated. Our independent Chair of the Board provides independent leadership for our Board.
Executive Sessions of Our Board. An executive session of independent directors is generally held at each regularly scheduled Board and Committee meeting.
7/8 directors are independent. All of the members of the Board of Directors meet the NYSE listing standards for independence, other than our CEO, Mr. Pickett. Each of the members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee meets the NYSE listing standards for independence.

compensation practices

Stock Ownership Guidelines. We have stock ownership guidelines for our senior officers and our non-employee directors.
Anti-Hedging and Anti-Pledging. Our directors, officers and employees are subject to anti-hedging and anti-pledging policies.

risk management

Enterprise Risk Management. Our Board reviews the Company’s risks and enterprise risk management processes at least annually.
Cybersecurity Training. We provide cybersecurity training to our directors, officers and employees at least annually.
Portfolio & Investment Risk Management. We manage portfolio and investment risk by, among other things, seeking Investment Committee and/or Board approval for new investments over designated thresholds and providing detailed underwriting information on such proposed investments to the Investment Committee or the Board, as the case may be.

Environmental, social governance oversight

ESG Website. In 2023 we updated our environmental, social responsibility and governance (“ESG“) website that launched in 2021, www.omegahealthcare.com/esg.
Diversity & Inclusion. Also in 2023, we continued implementing mandatory diversity and inclusion training for our Board members and employees

6

Proposal 1 – Election of Directors

Vote Required for Election

Each director will be elected by of the majority of the votes cast. A “majority of the votes cast” means that the number of the votes cast “FOR” a director exceeds the number of votes “AGAINST.” Abstentions and broker non-votes, if any, will have no effect on the outcome of the election of directors.

Your broker may not vote your shares in the election of directors unless you have specifically directed your broker how to vote your shares. As a result, we urge you to instruct your broker how to vote your shares.

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The Board of Directors unanimously recommends a vote FOR the election of each of the director nominees identified below.

[Balance of Page Intentionally Blank]

7

Director Nominees

Our Board of Directors currently consists of eight directors.

Our Nominating and Corporate Governance Committee of the Board of Directors has nominated Craig R. Callen, Kapila K. Anand, Dr. Lisa C. Egbuonu-Davis, Barbara B. Hill, Kevin J. Jacobs, C. Taylor Pickett, Stephen D. Plavin and Burke W. Whitman for re-election as directors. Each of the nominees for re-election is an incumbent director. Unless authority to vote for the election of directors has been specifically withheld, the persons named in the accompanying proxy card intend to vote FOR the election of the nominees named above to hold office until the 2025 Annual Meeting or until their respective successors have been duly elected and qualified.

If any nominee becomes unavailable for any reason (which event is not anticipated), the shares represented by the enclosed proxy may (unless the proxy contains instructions to the contrary) be voted for such other person or persons as may be determined by the holders of the proxies. Information about each director nominee is set forth below.

Craig R. Callen

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INDEPENDENT

AGE: 68

DIRECTOR SINCE: 2013

business experience

Mr. Callen was a Senior Advisor at Crestview Partners, a private equity firm, from 2009 through 2016. Previously, Mr. Callen retired as Senior Vice President of Strategic Planning and Business Development for Aetna Inc., where he also served as a Member of the Executive Committee from 2004-2007. In his role at Aetna, Mr. Callen reported directly to the chairman and CEO and was responsible for oversight and development of Aetna’s corporate strategy, including mergers and acquisitions. Prior to joining Aetna in 2004, Mr. Callen was a Managing Director and Head of U.S. Healthcare Investment Banking at Credit Suisse and co-head of Health Care Investment Banking at Donaldson Lufkin & Jenrette. During his 20-year career as an investment banker in the healthcare practice, Mr. Callen successfully completed over 100 transactions for clients and contributed as an advisor to the boards of directors and management teams of many of the leading healthcare companies in the U.S. In April 2024, Mr. Callen became an independent director and Chair of the Audit Committee for North Haven Net REIT, a newly formed private REIT focused on investing in primarily net lease commercial real estate assets. Mr. Callen has served on the boards of Symbion, Inc. (short-stay surgery facilities), a Crestview portfolio company; Sunrise Senior Living, Inc. (NYSE:SRZ); Kinetic Concepts, Inc. (NYSE:KCI) (a medical technology company); and HMS Holdings Corp. (NYSE:HSMY). Mr. Callen serves as a Trustee of Classical Homes Preservation Trust.

expertise

Mr. Callen brings to the Board financial and operating experience as an advisor, investment banker and board member in the healthcare industry.

OTHER PUBLIC BOARDS

Sunrise Senior Living, Inc. (NYSE:SRZ) (1999-2006)
Kinetic Concepts, Inc. (NYSE:KCI)  (2008-2011)
HMS Holdings Corp. (NYSE:HSMY) (2013-2021)

Kapila K. Anand

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INDEPENDENT

AGE: 70

DIRECTOR SINCE: 2018

business experience

Ms. Anand served as an audit and later advisory partner at KPMG LLP (“KPMG”) from 1989 until her retirement in March 2016, after which she was retained as a senior advisor to KPMG until 2020. Ms. Anand joined KPMG LLP in 1979 and served in a variety of roles, including the National Partner-in-Charge, Public Policy Business Initiatives (from 2008 to 2013) and segment leader for the Travel, Leisure, and Hospitality industry and member of the Global Real Estate Steering Committee (each from 2013 to 2016). In these roles she was involved in numerous risk and governance projects including IT general controls. Ms. Anand has served on KPMG LLP boards in the U.S. and Americas, the board of the Franciscan Ministries (an organization with a range of real estate assets, including schools, churches and hospitals) and as the chair of both the KPMG Foundation as well as the Chicago Network (a membership organization of senior executives). She also previously served as the Global Lead Director for the Women Corporate Directors Education and Development Foundation and served on the board of the U.S. Fund for UNICEF, and currently serves on a variety of non-profit boards, including Rush University Medical Center. Ms. Anand served as a director of Extended Stay America, Inc. (NASDAQ:STAY) from July 2016 through its sale in June 2021, and during that time she chaired the Compensation Committee and also served as a director and Audit Committee Chairwoman of ESH Hospitality, Inc. (a real estate investment trust (“REIT”) subsidiary of Extended Stay America) from May 2017 through June 2021. In September 2018, she joined the Board of Elanco Animal Health, Inc. (NYSE:ELAN), where she chairs the Audit Committee and serves on the Nominating and Governance Committee. She is a Certified Public Accountant, who in 2022 earned the Diligent Climate Leadership certification and in 2023 earned the NACD Cyber Risk Oversight certification.

expertise

Ms. Anand brings to the board extensive experience in accounting and auditing, particularly in the real estate industry, with a focus on REITs, and healthcare industries.

OTHER PUBLIC BOARDS

Elanco Animal Health, Inc. (NYSE:ELAN) (2018-present)
Extended Stay America, Inc. (NASDAQ:STAY) (2016-2021)
ESH Hospitality, Inc. (a REIT subsidiary of Extended Stay America) (2017-2021)

8

Dr. Lisa C. Egbuonu-Davis

Graphic

INDEPENDENT

AGE: 66

DIRECTOR SINCE: 2021

business experience

From 2019 to 2023, Dr. Egbuonu-Davis served as Vice President, Medical Innovations for DH Diagnostics, LLC, an affiliate of Danaher Corporation (NYSE:DHR), where she provided medical advice to influence research, partnership and investment strategy across Danaher’s diagnostic platform businesses. Also, during this period, she served at various times as Interim Chief Medical Officer for certain subsidiaries of Danaher Corporation. From 2015 to 2019, she served as Vice President, Global Patient Centered Outcomes and Solutions at Sanofi, Inc. (NASDAQ:SNY). At Sanofi, Dr. Egbuonu-Davis created patient programs, services and tools to enhance adherence and health outcomes in patients with chronic conditions. Prior to Sanofi, Dr. Egbuonu-Davis co-founded and served as director for ROI Squared, LLC, a privately held life science company focused on diagnostic medical devices, and served as managing director for LED Enterprise, LLC, where she advised biopharmaceutical companies and trade associations on health care reform, technology assessment, quality metrics and incentives and implications for research and services. She also served in senior advisor roles for Avalere Health and Booz Allen Hamilton. She previously served for 13 years in various roles at Pfizer, Inc. (NYSE:PFE), where she led clinical and outcomes research departments, supported product value assessments in support of reimbursement and adoption and influenced product investment and development decisions. Dr. Egbuonu-Davis currently serves on the Johns Hopkins Medicine Board of Trustees and the National Advisory Council for the Johns Hopkins University School of Education. In March 2023, she joined the Board of Avanos Medical, Inc. (NYSE:AVNS), a medical device company, and serves as a member of the compliance and governance committees. In 2023, she joined the Board of Phreesia, Inc. (NYSE: PHR), a publicly traded medical software company focusing on patient intake, payment processing and patient activation.

expertise

Dr. Egbuonu-Davis brings to the Board broad strategic and operational experience in pharmaceuticals, public health and consulting, including expertise in the development and implementation of research, commercialization, as well as investment strategies for a variety of patient populations in addition to her medical and public health expertise.

OTHER PUBLIC BOARDS

Avanos Medical, Inc. (NYSE:AVNS) (2023-present)
Phreesia, Inc. (NYSE:PHR) (2023-present)

Barbara B. Hill

Graphic

INDEPENDENT

AGE: 71

DIRECTOR SINCE: 2013

business experience

Ms. Hill is currently an Operating Partner of NexPhase Capital (formerly Moelis Capital Partners), a private equity firm, where she focuses on healthcare-related investments and providing strategic and operating support for NexPhase's healthcare portfolio companies. She began as an Operating Partner of Moelis Capital Partners in March 2011. From March 2006 to September 2010, Ms. Hill served as Chief Executive Officer and a director of ValueOptions, Inc., a managed behavioral health company, and FHC Health Systems, Inc., its parent company. Prior to that, from August 2004 to March 2006, she served as Chairman and Chief Executive Officer of Woodhaven Health Services, an institutional pharmacy company. In addition, from 2002 to 2003, Ms. Hill served as President and a director of Express Scripts, Inc. (NASDAQ:ESRX), a pharmacy benefits management company. In previous positions, Ms. Hill was responsible for operations nationally for Cigna HealthCare, and also served as the CEO of health plans owned by Prudential, Aetna and the Johns Hopkins Health System. She was also active with the boards or committees of the Association of Health Insurance Plans and other health insurance industry groups. Since 2013, she has served as a board member of Integra LifeSciences Holdings Corporation (NASDAQ:IART), a medical device and technology company, where she is lead director. She previously served as a board member of Owens & Minor (NYSE:OMI), a healthcare distribution company, from 2017 to August 2019; St. Jude Medical Corporation, a medical device company, from 2007 to January 2017, until its sale to Abbott Labs, and Revera Inc., a Canadian company operating over 500 senior facilities throughout Canada, Great Britain and the U.S., from 2010 to March 2017.

expertise

Ms. Hill brings to the Board years of experience in operating and serving as a director of healthcare-related companies.

OTHER PUBLIC BOARDS

Integra LifeSciences Holdings Corporation (NASDAQ:IART) (2013–present)
Owens & Minor, Inc. (NYSE:OMI) (2017-2019)

9

Kevin J. Jacobs

Graphic

INDEPENDENT

AGE: 51

DIRECTOR SINCE: 2020

business experience

Mr. Jacobs is Chief Financial Officer and President, Global Development for Hilton Worldwide Holdings, Inc. (“Hilton”) (NYSE:HLT), and leads the company's finance, real estate, development and architecture and construction functions globally. Mr. Jacobs joined the company in 2008 as Senior Vice President, Corporate Strategy; was elected Treasurer in 2009; was appointed Executive Vice President & Chief of Staff in 2012; assumed the role of Chief Financial Officer in 2013; and added the role of President, Global Development in 2020.

Prior to Hilton, Mr. Jacobs was Senior Vice President, Mergers & Acquisitions and Treasurer of Fairmont Raffles Hotels International. Prior to Fairmont Raffles, Mr. Jacobs spent seven years with Host Hotels & Resorts, ultimately serving as Vice President, Corporate Strategy & Investor Relations. Prior to Host, Mr. Jacobs had various roles in the Hospitality Consulting Practice of Pricewaterhouse Coopers (“PwC”) and the Hospitality Valuation Group of Cushman & Wakefield.

He is also a Trustee of Cornell University and a member of the Dean’s Advisory Board of the Cornell University School of Hotel Administration; is Vice Chairman of the Board of Directors and Treasurer of Goodwill of Greater Washington; and is a Trustee of the Federal City Council. He also serves as Vice Chair of the American Hotel & Lodging Association.

expertise

Mr. Jacobs brings to the Board significant experience managing both private and public companies in the hospitality and real estate industries, including REITs; knowledge of financial reporting and other regulatory matters; and significant capital markets, real estate investment and management/operational experience.

C. TAYLOR PICKETT

Graphic

NON-INDEPENDENT

AGE: 62

DIRECTOR SINCE: 2002

business experience

Mr. Pickett has served as Chief Executive Officer of the Company since 2001 and as Director of the Company since May 2002. Mr. Pickett has also served as a member of the board of trustees of COPT Defense Properties (NYSE:CDP), an office REIT focusing on U.S. government agencies and defense contractors, since November 2013. In this capacity, Mr. Pickett acts as Chair of the Compensation Committee and is a member of the Investment Committee. From 1998 to June 2001, Mr. Pickett served as Executive Vice President and Chief Financial Officer of Integrated Health Services, Inc. (NYSE:IHS). From 1993 to 1998, Mr. Picket served as a member of the senior management team of IHS in a variety of positions. Prior to joining IHS, Mr. Pickett held various positions at PHH Corporation and KPMG Peat Marwick.

expertise

As Chief Executive Officer of the Company, Mr. Pickett brings to the Board a depth of understanding of our business and operations, as well as financial expertise in long-term healthcare services, mergers and acquisitions.

OTHER PUBLIC BOARDS

COPT Defense Properties (NYSE:CDP) (2013–present)

10

STEPHEN D. PLAVIN

Graphic

INDEPENDENT

AGE: 64

DIRECTOR SINCE: 2000

business experience

Since December 2012, Mr. Plavin has been a Senior Managing Director of the Blackstone Group. Mr. Plavin currently oversees Blackstone’s commercial real estate lending and debt investing activities in Europe. Previously, from when he joined Blackstone until June 2021, Mr. Plavin was the Chief Executive Officer and a Director of Blackstone Mortgage Trust, Inc. (NYSE:BXMT), an NYSE- listed commercial mortgage REIT that is managed by Blackstone. Prior to joining Blackstone, Mr. Plavin served as CEO of Capital Trust, Inc. (predecessor of Blackstone Mortgage Trust), since 2009. From 1998 until 2009, Mr. Plavin was Chief Operating Officer of Capital Trust and was responsible for all of the lending, investing and portfolio management activities of Capital Trust, Inc. Prior to that time, Mr. Plavin was employed for 14 years with Chase Manhattan Bank and its securities affiliate, Chase Securities Inc. Mr. Plavin held various positions within the real estate finance unit of Chase, and its predecessor, Chemical Bank, and in 1997 he became co-head of global real estate for Chase. Mr. Plavin was also the Chairman of the Board of Directors of WCI Communities, Inc. (NYSE:WCIC), a publicly-held developer of residential communities from August 2009 until it was purchased by Lennar Corporation (NYSE:LEN and LEN.B) in February 2017.

expertise

Mr. Plavin brings to the Board management experience in the commercial real estate lending, banking and mortgage REIT sectors, experience in capital market transactions, and experience as a public company CEO along with significant related oversight experience.

OTHER PUBLIC BOARDS

Blackstone Mortgage Trust (NYSE:BXMT) (2012-2021)
WCI Communities, Inc. (NYSE:WCIC) (2009-2017)

BURKE W. WHITMAN

Graphic

INDEPENDENT

AGE: 68

DIRECTOR SINCE: 2018

business experience

Since 2019, Mr. Whitman has served as CEO of Colmar Holdings LLC (a private company) and member of the Board of Directors of Amicus Therapeutics, Inc. (NASDAQ:FOLD) (Audit & Compliance Committee; Nominating & Governance Committee). Previously Mr. Whitman served in business and the military concurrently. In the military, he served as a reserve officer of the U.S. Marine Corps from 1985 to 2018, including full-time active duty from 2009 to 2018 during which he led multiple combat deployments and served as a General Officer and Commanding General. In business, he served as CEO, Board Director and initially COO of Health Management Associates, Inc. (then NYSE:HMA) from 2005 to 2008, CFO of Triad Hospitals (then NYSE:TRI) from 1998 to 2005, and President and Board Director of Deerfield Healthcare (then a private company) from 1994 to 1998. He serves on the Board of Directors of the Marine Corps Heritage Foundation (Chair of the Governance Committee) and the Board of the Nashotah Theological Seminary, and has served previously on the Reserve Forces Policy Board (Advisor to the Secretary of Defense), the Board of Directors of the Toys for Tots Foundation (Chair of the Investment Committee), the Board of Directors of the Federation of American Hospitals (Chair of the Audit Committee) and the Board of Trustees of the Lovett School, now a Lifetime Trustee.

expertise

Mr. Whitman brings to the Board corporate and military leadership experience, including executive and financial leadership in the healthcare sector.

OTHER PUBLIC BOARDS

Amicus Therapeutics, Inc. (NASDAQ:FOLD) (2019-present)
Health Management Associates, Inc. (NYSE:HMA) (2005–2008)

11

Stock Ownership Information

The following table sets forth information regarding the beneficial ownership of our common stock as of April 8, 2024 for:

each of our directors and the executive officers appearing in the table under “Executive Compensation Tables and Related Information, Summary Compensation Table” included elsewhere in this Proxy Statement; and
all persons known to us to be the beneficial owner of more than 5% of our outstanding common stock.

Beneficial ownership of our common stock, for purposes of this Proxy Statement, includes shares of our common stock as to which a person has voting and/or investment power, or the right to acquire such power within 60 days of April 8, 2024. Except for shares of restricted stock and unvested units as to which the holder does not have investment power until vesting or as otherwise indicated in the footnotes, the persons named in the table have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them, subject to community property laws where applicable. The “Common Stock Beneficially Owned” columns do not include unvested time-based restricted stock units (“RSUs”), unvested performance-based restricted stock units (“PRSUs”) and deferred stock units under our Deferred Compensation Plan (except to the extent such units vest or the applicable deferral period expires within 60 days of April 8, 2024) or common stock issuable in respect of operating partnership units (“OP Units”) or profits interests in OHI Healthcare Properties Limited Partnership (“Omega OP”). Accordingly, we have provided supplemental information regarding deferred stock units, unvested RSUs, OP Units and earned but not yet vested PRSUs and profits interests in Omega OP (“Profits Interest Units”) under the caption “Other Common Stock Equivalents.” For information regarding unearned, unvested PRSUs and Profits Interest Units for performance periods not yet completed, see “Outstanding Equity Awards at Fiscal Year End” below.

The business address of the directors and executive officers is 303 International Circle, Suite 200, Hunt Valley, Maryland 21030. As of April 8, 2024, there were 246,934,091 shares of common stock outstanding and no preferred stock outstanding, as well as 9,439,701 common stock equivalents (including OP Units) outstanding, as defined in the table below.

Common Stock

Beneficially Owned

Other Common Stock Equivalents

 

Operating

Percent of Class

 

Number

Percentage

Unvested

Vested Profits

Deferred

Partnership

Including Common

 

Beneficial Owner

  

of Shares

  

of Class

  

Units(1)

  

Interest Units(2)

  

Stock Units(3)

  

Units(4)

  

Stock Equivalents(5)

  

Kapila K. Anand

14,676

*

27,418

*

Daniel J. Booth

206,725

*

158,228

336,711

0.27%

Craig R. Callen

54,948

*

13,144

10,401

59,820

27,358

*

Dr. Lisa C. Egbuonu-Davis

13,513

(6) 

*

*

Barbara B. Hill

31,310

*

8,087

6,400

20,035

*

Kevin J. Jacobs

26,174

(7)

*

*

Gail D. Makode

1,142

*

69,243

55,493

*

C. Taylor Pickett

4,100

*

348,011

575,539

560,369

(8) 

0.58%

Stephen D. Plavin

94,753

(9)

*

5,023

3,969

5,158

*

Robert O. Stephenson

237,468

0.10%

145,492

352,710

0.29%

Burke W. Whitman

35,160

(6) 

*

*

Directors, director nominee and current executive officers as a group (11 persons)

719,969

0.29%

747,228

20,770

662,777

1,357,834

1.37%

5% Beneficial Owners: (10)

  

  

  

  

  

  

  

The Vanguard Group, Inc.

35,214,682

(11) 

14.3%

13.7%

BlackRock, Inc.

28,784,316

(12) 

11.7%

11.2%

State Street Corporation

13,615,622

(13) 

5.5%

5.3%

*         Less than 0.10%

(1) Includes RSUs and earned but unvested PRSUs and Profits Interest Units that in each case vest more than 60 days from April 8, 2024, subject to continued employment. RSUs and time-based Profits Interest Units are subject to additional vesting in connection with a Qualifying Termination or Retirement. Earned but not yet vested PRSUs and performance-based Profits Interest Units held by the executive officers vest quarterly in the year following the end of the applicable performance period subject to continued employment, except in the case of a Qualifying Termination, Retirement or change in control in which case they are also subject to vesting. Each unit represents the right to receive one share of common stock. See “Outstanding Equity Awards at Fiscal Year End.” Unvested Profits Interest Units held by the directors other than Mr. Pickett vest upon completion of the current one-year term, subject to accelerated vesting in connection with death, disability of change in control.
(2) Includes earned but unvested Profits Interest Units that are scheduled to vest within 60 days from April 8, 2024, subject to continued service, but which can be converted to OP units if certain tax-related conditions are met.
(3) Deferred stock units representing the deferral of vested equity awards pursuant to the Company’s Deferred Stock Plan. Includes deferred stock units associated with RSUs and PRSUs vesting within 60 days which the holder has elected to defer. The deferred stock units will not be converted until the date or event specified in the applicable deferred stock agreement. See “Nonqualified Deferred Compensation.”

12

(4) OP Units are redeemable at the election of the holder for cash equal to the value of one share of our common stock priced at the average closing price for the 10-day trading period ending on the date of the holder’s notice of election to redeem the OP Units, subject to the Company’s election to exchange the OP Units tendered for redemption for shares of Omega common stock on a one-for-one basis, in each case subject to adjustment.
(5) Percent of class reflects 246,934,091 shares of common stock outstanding as of April 8, 2024, plus a total of 9,439,701 common stock equivalents, consisting of 1,173,412 unvested RSUs and Profits Interest Units, 662,777deferred stock units, approximately 7,578,773 OP Units and approximately 24,739 vested Profits Interest Units.
(6) Includes 4,995 shares of restricted stock, subject to forfeiture until vested.
(7) Includes 8,158 shares of restricted stock, subject to forfeiture until vested.
(8) Excludes 225,000 OP Units that Mr. Pickett gifted an irrevocable trust for the benefit of his spouse and son on September 3, 2021, over which Mr. Pickett has no voting power.
(9) Includes 34,306 shares of common stock that are held by a limited liability company, of which Mr. Plavin is the manager.
(10) Except as otherwise indicated below, information regarding 5% beneficial owners is based on information reported on Schedule 13G filings by the beneficial owners indicated with respect to the common stock of Omega.
(11) Based on a Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group, including on behalf of certain subsidiaries. The Vanguard Group is located at 100 Vanguard Blvd., Malvern, PA 19355. The Vanguard Group has shared voting power with respect to 288,195 of the shares, sole dispositive power with respect to 34,668,220 of the shares and shared dispositive power with respect to 546,462 of the shares.
(12) Based on a Schedule 13G/A filed with the SEC on January 23, 2023 by BlackRock, Inc., including on behalf of certain subsidiaries. BlackRock, Inc. is located at 50 Hudson Yards, New York, NY 10001. BlackRock, Inc. has sole voting power with respect to 27,517,654 of the shares and sole dispositive power with respect to 28,784,316 of the shares.
(13) Based on a Schedule 13G/A filed with the SEC on January 29, 2024 by State Street Corporation, including on behalf of certain subsidiaries. State Street Corporation is located at State Street Financial Center, 1 Congress Street, Suite 1, Boston, MA 02114. State Street Corporation has shared voting power with respect to 10,472,278 of the shares and shared dispositive power with respect to 13,590,922 of the shares.

13

Board Committees and Corporate Governance

Board of Directors and Committees of the Board

The members of the Board of Directors on the date of this Proxy Statement and the Committees of the Board on which they serve are identified below.

     

Name

Committee Memberships

Audit

Compensation

Investment

Nominating &
Corporate
Governance

Graphic

Craig R. Callen Graphic

Graphic

Graphic

Graphic

Graphic

Kapila K. Anand

Graphic

Graphic

Graphic

Dr. Lisa C. Egbuonu-Davis

Graphic

Graphic

Barbara B. Hill

Graphic

Graphic

Graphic

Kevin J. Jacobs

Graphic

Graphic

Graphic

C. Taylor Pickett

Graphic

Graphic

Stephen D. Plavin

Graphic

Graphic

Graphic

Burke W. Whitman

Graphic

Graphic

Number of meetings in 2023

4

3

5

4

Graphic = Committee Chair

Graphic = Committee Member

Graphic = Chair of the Board

14

The Board of Directors held six meetings during 2023. Each member of the Board of Directors attended more than 75% of the meetings of the Board of Directors and of the committees of which such director was a member in 2023. While we invite our directors to attend our annual meeting of stockholders, the Company currently does not have a formal policy regarding director attendance. Mr. Pickett chaired Omega’s 2023 annual meeting of stockholders, and a total of six members of our Board of Directors participated virtually in our 2023 annual meeting of stockholders.

Director Independence

All of the members of the Board of Directors meet the NYSE listing standards for independence, other than our Chief Executive Officer, Mr. Pickett. While the Board of Directors has not adopted any categorical standards of independence, in making these independence determinations, the Board of Directors noted that no director other than Mr. Pickett (a) received direct compensation from our Company other than director annual retainers and meeting fees, (b) had any relationship with our Company or a third party that would preclude independence or (c) had any material business relationship with our Company and its management, other than as a director of our Company. Each of the members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee meets the NYSE listing standards for independence.

Board Leadership Structure

Since 2001, an independent non-employee director has served as our Chair of the Board of Directors rather than the Chief Executive Officer. We separate the roles of Chief Executive Officer and Chair of the Board in recognition of the difference between the two roles. At this time, the Board believes this leadership structure is appropriate, as it allows the Chief Executive Officer to focus on implementing the strategic direction for the Company as approved by the Board of Directors and the management of the day-to-day operations of the Company, while the Chair of the Board provides guidance to the Chief Executive Officer and sets the agenda for and presides over meetings of the Board. Mr. Callen, as Chair of the Board, presides over any meeting, including regularly scheduled executive sessions of the non-employee directors. If Mr. Callen is not present at such a session, the presiding director is chosen by a vote of those present at the session.

Risk Oversight

The Board of Directors, as a whole and at the committee level, plays an important role in overseeing the management of risk. Management is responsible for identifying the significant risks facing the Company, implementing risk management strategies that are appropriate for the Company’s business and risk profile, integrating consideration of risk and risk management into the Company’s decision-making process and communicating information with respect to material risks to the Board or the appropriate committee.

Portfolio and investment risk is one of the principal risks faced by the Company. We manage portfolio and investment risk by, among other things, seeking Investment Committee and/or Board approval for new investments over designated thresholds and providing detailed underwriting information on such proposed investments to the Investment Committee or the Board, as the case may be. In addition, our full Board regularly reviews the performance, credit information and coverage ratios of our operators.

Consistent with the rules of the NYSE, the Audit Committee reviews and discusses with management, periodically, as appropriate, policies with respect to risk assessment and risk management, the Company’s financial risk exposures and the steps management has taken to monitor and control such exposures, it being understood that it is the job of management to assess and manage the Company’s exposure to risk and that the Audit Committee’s responsibility is to discuss guidelines and policies by which risk assessment and risk management are undertaken. The Audit Committee also monitors the implementation and administration of the Company’s Code of Business Conduct and Ethics and disclosure controls.

Our Board and management exercise oversight over the Company’s enterprise-wide strategy, policy, standards, architecture, processes and risk assessment related to information security and data protection, including data privacy and network standards (our “Cybersecurity Program”), which represents an important component of the Company’s overall approach to enterprise risk management. Omega’s Vice President of Information Technology (“VP of IT”) manages a team responsible for leading Cybersecurity Program. The VP of IT reports directly to the Company’s Chief Financial Officer and provides periodic reporting on our Cybersecurity Program to our senior management team, our Board and the Audit Committee of our Board.

15

As part of our Cybersecurity Program, the Company deploys technical safeguards that are designed to protect our information systems from cybersecurity threats, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. Our Cybersecurity Program also includes an annual risk assessment which is generally based on frameworks established by the National Institute of Standards and Technology (“NIST”), as well as policies and procedures designed to identify and mitigate cybersecurity threats related to our use of material third-party vendors.  We maintain and regularly test the effectiveness of our Information Security Incident Response Plan governing prevention, detection, mitigation and remediation of cybersecurity incidents and threats, as well as our controls and procedures that provide for the prompt escalation of certain cybersecurity incidents, with appropriate involvement by our Board.

Our Board, in coordination with our Audit Committee, oversees our management of cybersecurity risk, with the Audit Committee reviewing and discussing with management quarterly matters related to our Cybersecurity Program as it relates to financial reporting. The Board and Audit Committee receive periodic reports about the prevention, detection, mitigation and remediation of cybersecurity incidents, including material security risks and information security vulnerabilities. Additionally, risks associated with the Cybersecurity Program are integrated into the Company’s enterprise risk management assessment and reported to our Board at least twice per year. We obtain periodic assessments by third party experts to assess our vulnerability management and security controls and to assist us in identifying and mitigating security risks, and we share the key results with our Board and Audit Committee. We also provide cybersecurity training for all directors, officers and employees at least annually and periodic additional training of senior management through our cyber insurance carrier.

The Compensation Committee reviews risks associated with the Company’s compensation plans and arrangements. The Nominating and Corporate Governance Committee reviews risks associated with the Company's ESG program. While each committee monitors certain risks and the management of such risks, the full Board is regularly informed about such matters. The full Board generally oversees enterprise risk management and enterprise risk management issues otherwise arising in the Company’s business and operations.

Areas of Oversight

    

Audit

    

Compensation

    

Nominating &
Corporate
Governance

    

Investment

    

Full
Board

Graphic

Corporate Strategy

Graphic

Portfolio Management

Graphic

Enterprise Risk Management

Graphic

Privacy and Data Security

Graphic

Code of Business Conduct & Ethics

Graphic

Board and Executive Compensation

Graphic

ESG / D&I

Graphic

Board and Executive Succession

Graphic

Investment Activity

Standing Committee Information

The Audit Committee met four times in 2023. Its primary function is to assist the Board of Directors in fulfilling its oversight responsibilities with respect to: (i) the financial information to be provided to stockholders and the SEC; (ii) the system of internal controls that management has established and (iii) the external independent audit process. In addition, the Audit Committee selects Omega’s independent auditors and provides an avenue for communication between the independent auditors, financial management and the Board of Directors. The responsibilities of the Audit Committee are more fully described in its Charter, which is available on our website at www.omegahealthcare.com.

16

Each of the members of the Audit Committee is independent and financially literate, as required of audit committee members by the NYSE. The Board of Directors has determined that Ms. Anand, Mr. Jacobs and Mr. Whitman each qualify as an “audit committee financial expert” as such term is defined in Item 401(h) of Regulation S-K promulgated by the SEC. The Board of Directors has determined that (i) Ms. Anand qualifies as an audit committee financial expert based on her substantial experience in accounting and auditing as a partner of KPMG and as a public company audit committee member, (ii) Mr. Whitman qualifies as an audit committee financial expert based on his substantial financial management experience in the healthcare sector, including as a public company chief financial officer and chief executive officer and (iii) Mr. Jacobs qualifies as an audit committee financial expert based on his substantial financial management experience, including as a public company chief financial officer.

The Compensation Committee has responsibility for determining the compensation of our executive officers and administering our equity incentive plan. During 2023, the Compensation Committee met three times. The responsibilities of the Compensation Committee are more fully described in its Charter, which is available on our website at www.omegahealthcare.com.

The Investment Committee works with management to develop strategies for growing our portfolio and has authority to approve investments up to established thresholds. The Investment Committee met five times during 2023. The responsibilities of the Investment Committee are more fully described in its Charter.

The Nominating and Corporate Governance Committee met four times during 2023. The Nominating and Governance Committee has responsibility for identifying potential nominees to the Board of Directors and reviewing their qualifications and experience, for developing and implementing policies and practices relating to corporate governance, and for overseeing the Company’s progress on ESG and human resources initiatives. The responsibilities of the Nominating and Corporate Governance Committee are more fully described in its charter, which is available on our website at www.omegahealthcare.com.

In addition to the standing Committees listed above, the Board has established a Special Administrative Committee under the Company’s equity incentive plan consisting solely of Mr. Pickett, with the authority to allocate and grant awards thereunder to employees of Omega and its affiliates who are not executive officers of Omega up to a maximum number of units or shares authorized by the Compensation Committee from time to time. In addition, the Board has formed, and may from time to time form, such other committees as it deems appropriate to fulfill its responsibilities, including to execute capital markets and other activity.

Identification of Director Nominees and Board Diversity

The process for identifying and evaluating nominees to the Board is initiated by identifying candidates who meet the criteria for selection as a nominee and have the specific qualities or skills being sought based on input from members of the Board of Directors and, if the Nominating and Corporate Governance Committee deems appropriate, a third-party search firm. Nominees for director are selected based on their depth and breadth of experience, industry experience, financial background, integrity, ability to make independent analytical inquiries and willingness to devote adequate time to director duties, among other criteria.

17

In addition, the Nominating and Corporate Governance Committee endeavors to identify nominees that possess diverse educational backgrounds, business experiences, and life skills, as well as diverse gender, racial, sexual orientation, national origin and ethnic characteristics.

         

         

OVERALL
BOARD DIVERSITY

gender
(percent of female board members)

3 Women
2 Non-White
Members

38%
Diverse    

Graphic

TENURE
(average years per board member)

AGE
(average age per board member)

Graphic

Graphic

In addition, the Nominating and Corporate Governance Committee endeavors to identify nominees that possess diverse educational backgrounds, business experiences, and life skills, as well as diverse gender, racial, sexual orientation, national origin and ethnic characteristics.

38% of our Board nominees are women, and two nominees bring racial diversity to our Board. Also, the director nominees range in age from 51 to 71 with the average age being 65. Four of our Board members were first elected to our Board in or after 2018. The Nominating and Corporate Governance Committee does not assign specific weight to any particular criteria; the goal is to identify nominees that, considered as a group, will possess an effective mix of backgrounds, talents, knowledge, skill sets and characteristics necessary for the Board of Directors to fulfill its responsibilities.

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The table below provides a summary of certain of these collective competencies and attributes of the Board nominees. The lack of an indicator for a particular nominee does not mean that the director does not possess that skill or experience, as we look to each director to be knowledgeable in all of these areas. Rather, the indicator represents that the item is a core competency that the director brings to the Board.

Summary of Board Skills

Anand

Callen

Egbuonu-Davis

Hill

Jacobs

Pickett

Plavin

Whitman

Total

Percentage (1)

Skills / Experience

Leadership

8

100%

Accounting

6

75%

Real Estate

6

75%

Health Care

6

75%

Sitting Executive

3

38%

Investment

7

88%

Cybersecurity

4

50%

ESG

5

63%

Legal/Regulatory

4

50%

Human Capital Management

7

88%

Attributes

Racial Diversity:

African American

1

13%

Asian/Pacific Islander

1

13%

White/Caucasian

6

75%

Hispanic/Latino

Native American

Other

Gender Diversity:

Male

5

63%

Female

3

38%

Other

Independence:

Independent Director

7

88%

Non-Independent Director

1

13%

Military Status:

Veteran

1

13%

Non-Veteran

7

88%

(1) Percentages have been rounded to the closest whole number.

Our directors have a wide range of additional skills and experience not mentioned above, which they bring to their roles as directors to Omega’s benefit, including experience in the financial services industry, corporate governance and nonprofit leadership areas. The term “Sitting Executive” above refers to a director’s current position in an executive role for a publicly-traded company or its subsidiary. Racial and gender diversity attributes are based on self-identified attributes of our directors. Expertise in cybersecurity, ESG, legal/regulatory and human capital management reflect a director’s belief that they have overseen or otherwise developed expertise in such areas. Our directors’ skills and experience are further described in their biographies above. The Nominating and Corporate Governance Committee will consider written proposals from stockholders for nominees as director. Any such nomination should be submitted to the Nominating and Corporate Governance Committee through our Secretary in accordance with the procedures and time frames described in our Bylaws.

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Environmental, Social and Governance Oversight

In connection with internal assessments and stockholder engagement, we prioritize ESG initiatives that matter most to our business and stockholders. Our Nominating and Corporate Governance Committee has been charged with oversight of the Company’s ESG efforts; however, ESG remains the responsibility and focus of our entire Board. In 2020, we published our first Corporate ESG Summary, and in 2021 we launched our ESG website, which is available through our website. We updated our ESG website in 2023.

esg focus areas

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Environmental

Social Responsibility

Governance

Efficient Corporate Headquarters with Carbon Neutrality Achieved in 2023 for Scope 1 and Scope 2 Emissions
Supporting Green Strategies in Tenant Programs
ESG Website and Report
Equal Opportunity and Diversity and Inclusion
Employee Development and Growth
Supporting Community Involvement
Separate CEO and Chair
Proactively Adopted Proxy Access
Strong Alignment of Pay for Performance

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ENVIRONMENTAL RESPONSIBILITY

We place a high priority on the protection of our assets, communities and the environment. Based on our business model, the properties in our portfolio are primarily net leased to our tenants, and each tenant is generally responsible for maintaining the buildings, including controlling their energy usage and the implementation of environmentally sustainable practices at each location. We support our tenants’ operations and work with them to promote environmental responsibility at the properties we own and to reiterate the importance of energy efficient facilities, including by:

providing capital to our operators to add or upgrade to energy-efficient emergency power generators to limit disruption to patient care in the event of a power outage;
supporting compliance with prevailing environmental laws and regulations throughout our new development, major renovation and capital expenditure projects;
promoting the adoption of specific environmental practices in our sustainable and innovative new developments, including, but not limited to, the installation of occupancy sensors and water-efficient plumbing fixtures, the use of low VOC paints and adhesives and the use of energy-efficient lighting, with 57% of Omega’s development from 2015 to 2023 having been built to Leadership in Energy and Environmental Design (“LEED”) certification standards; and
recognizing the environmental impact associated with our controlled operations, we are actively taking steps to neutralize our carbon footprint in our corporate headquarters. While we occupy a modest office space for our corporate headquarters, in 2021, we announced our commitment to carbon neutrality for Scope 1 and Scope 2 emissions by 2023. In 2023, we achieved this standard by purchasing carbon offsets. Our decision to purchase carbon offset credits reflects our dedication to sustainable business practices. By investing in carbon offset credits, we are not only offsetting unavoidable emissions but also contributing to impactful environmental projects that align with our commitment to sustainability. We purchase and validate carbon offset credits through a third-party, Lune, which certified in 2023 that 180tCO2 were retired on behalf of Omega via carbon offset projects, which fully offset the prior year’s carbon footprint in our corporate headquarters. The occupied space of our corporate headquarters was approximately 27,176 square feet in 2022.

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Corporate HQ LEED Certified

Our focus on environmental responsibility is also demonstrated by how we manage our day-to-day activities at our corporate headquarters, which has earned the LEED Silver Certification in Existing Buildings: Operations & Maintenance, and where we also promote energy efficiency with features such as an automatic lighting control system, water efficient features, low-VOC paints and floor adhesives and a single-stream recycling service.

57% of Omega’s development projects from 2015-2023 built to LEED certification standards

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SOCIAL RESPONSIBILITY, EQUAL OPPORTUNITY AND DIVERSITY AND INCLUSION

We are committed to providing a positive and engaging work environment for our employees and taking an active role in the betterment of the communities in which our employees live and work. Our employees are provided a competitive benefits program, including comprehensive healthcare benefits and a 401(k) plan with a matching contribution from the Company, the opportunity to participate in our employee stock purchase program, bonus and incentive pay opportunities, competitive paid time-off benefits and paid parental leave, wellness programs, continuing education and development opportunities and periodic engagement surveys. In addition, we believe that giving back to our community is an extension of our mission to improve the lives of our stockholders, our employees and our employees’ families, and we have implemented community engagement events, internship and mentorship programs, as well as a matching program for charitable contributions of employees.

ACTION ON PAY EQUITY AND DIVERSITY AND INCLUSION

Omega has a long-standing commitment to being an equal opportunity employer and has implemented Equal Employer Opportunity policies. We regularly conduct pay equity reviews as we seek for women and men, on average, at various roles and levels of the Company, to be paid equitably for their roles and contributions to our success. Additionally, in 2020, we reinforced our diversity and inclusion commitment by signing the CEO Action for Diversity and Inclusion Pledge, one of the largest CEO-driven business commitments to act on and advance diversity, equity and inclusion in the workplace. In addition, beginning in 2020, we implemented several initiatives to further our commitment to diversity and inclusion within our workforce and Board, in our local community and in the industry in which we operate, particularly considering the racial and social justice challenges that were highlighted in 2020 and during the pandemic.

We have committed as a Founding Donor to support Nareit’s Dividends Through Diversity, Equity & Inclusion program, which supports charitable and educational organizations and initiatives that will help create a more diverse, equitable, and inclusive REIT and publicly traded real estate industry. Members of management serve on Nareit’s Corporate Governance Council and Real Estate Sustainability Council. In addition, in 2023 Omega committed as a sponsor of Ferguson Centers for Leadership Excellence. The Ferguson CLE is a program that supports and empowers racially and ethnically diverse students, as well as those who identify with diverse gender identities, to earn undergraduate degrees and secure promising careers in real estate and related sectors.

In 2023, Omega committed as a sponsor of Ferguson Centers for Leadership Excellence, supporting diverse students to earn undergraduate degrees and secure promising careers in real estate & related sectors

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diversity and inclusion initiatives designed to impact:

Workforce and Board

Recruitment &

Internships

We have expanded our recruitment practices to reach more diverse candidates for employment and Board positions and have developed an internship program with a focus on increasing diversity in the pipeline of eligible employees. In addition, the Company implements mandatory diversity and inclusion training for our Board members and employees. Three of our eight Board nominees are women, two of whom are racial minorities and one of whom is from a historically underrepresented group. At the executive level, one of the Company’s four NEOs is a woman and brings racial diversity to the team, and on the senior management team, 20% are women and 20% bring racial diversity to the team. In 2020, our CEO reinforced our diversity and inclusion commitment by signing the CEO Action for Diversity and Inclusion Pledge, one of the largest CEO-driven business commitments to act on and advance diversity, equity and inclusion in the workplace.

local community

Charitable Partnerships

We have invested in several local charitable partnerships to improve economic, health and social outcomes in the local Baltimore, Maryland community, with a focus on historically underrepresented communities.

industry

Fostering Operator Training

Scholarships

We provide grants for operator training programs that focus on development of talent from historically underrepresented communities and have initiated a multi-year scholarship program at a local historically Black university, along with mentorship programs at other local universities serving diverse populations. We have also implemented a Vendor Code of Conduct aimed at improving corporate social responsibility among our key vendors and aligning their practices with our policies.

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Corporate Governance

Omega maintains a commitment to high corporate governance standards. We believe that sound corporate governance strengthens the accountability of our Board and management and promotes the long-term interest of stockholders. The bullets below highlight areas of our governance practices, which should be read in conjunction with the information set forth above and in our Corporate Governance Guidelines available through our website.

BOARD STRUCTURE

    

Annual Election of Directors.
Our Board consists of a single class of directors who stand for election each year.

Opt-out of Maryland Law Allowing Staggering the Board without Shareholder Approval.
In November 2019, the Board opted out of the provisions of the Maryland Unsolicited Takeovers Act that otherwise would permit the Board, without stockholder approval, to divide the Board into three classes serving staggered three-year terms.

    

Majority Voting Standard for Director Elections with Resignation Policy.
Our Bylaws include a majority voting standard for the election of directors in uncontested elections. Any incumbent director who fails to receive the required vote for re-election must offer to resign from the Board. Stockholders can vote for, against or abstain from voting on each nominee.

Chair and CEO Roles Separated.
Our independent Chair of the Board provides independent leadership for our Board.

STOCKHOLDER RIGHTS

Proxy Access.
Our Bylaws grant stockholders meeting certain eligibility requirements the right to nominate director candidates and require us to include in our proxy materials for an annual meeting stockholder-nominated director candidates equal to the greater of two director seats or 20% of the Board.

Stockholder-Requested Special Meetings.
Our stockholders have the ability to call a special meeting of stockholders in accordance with the process set forth in the Bylaws.

Stockholder Amendments to Bylaws.
Our Bylaws may be amended by stockholder vote.

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COMPENSATION PRACTICES

Stock Ownership Guidelines.

We have stock ownership guidelines for our senior officers and our non-employee directors.

Anti-Hedging and Anti-Pledging.

Our directors, officers and employees are subject to anti-hedging and anti-pledging policies.

Clawback Policy.

Our Board has adopted a formal clawback policy that applies to incentive compensation.

Annual Say-on-Pay.

We annually submit “say-on-pay” advisory votes for our stockholders’ consideration and vote.

BOARD PRACTICES

Annual Strategic Review.

The Board generally conducts a formal annual review of our corporate strategy.

Executive Sessions of Our Board.

An executive session of independent directors is generally held at each regularly scheduled Board and Committee meeting.

Board Evaluations.

Our directors undergo annual evaluations of the Board as a whole and each director individually.

Regular Succession Planning.

A high priority is placed on regular and thoughtful succession planning for our senior management.

ethics and risk management

    

Code of Ethics.

We maintain a Code of Business Conduct and Ethics (“Code of Ethics”) for our directors, officers and employees. The Company requires employees and Board members to certify the Code of Ethics annually, and from time to time, conducts compliance training for all employees and Directors.

Whistleblower Policy.

We maintain a third-party administered hotline and website that enable anonymous reporting of compliance and ethics concerns.

    

Enterprise Risk Management.

Our Board reviews the Company’s risks and enterprise risk management processes at least annually.

Cybersecurity Training.

We provide cybersecurity training to our directors, officers and employees at least annually.

ESG AND DIVERSITY AND INCLUSION

ESG Steering Committee.

The Company has established an ESG Steering Committee that is responsible for advancing the Company’s governance, sustainability and diversity and inclusion programs, with the Nominating and Corporate Governance Committee exercising oversight of the Committee.

Training.

We provide mandatory regular training to our directors, officers and employees on diversity and inclusion.

Communicating with the Board of Directors and the Audit Committee

Our Board of Directors and our Audit Committee have established procedures to enable anyone, including our shareholders and other stakeholders, who has a concern about our conduct, or any employee who has a concern about our accounting, internal controls or auditing matters, to communicate that concern directly to the non-employee members of the Board of Directors or the Audit Committee, as applicable. These communications may be confidential or anonymous and may be submitted in writing, by a toll-free telephone hotline administered via a third party or through the Internet, including through a third-party administered website. Our employees have been provided with direct and anonymous access to each of the members of the Audit Committee. Our Company Code of Ethics prohibits any employee of our Company from retaliating or taking adverse action against anyone in good faith raising or helping resolve a concern about our Company.

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Interested parties may contact our non-employee directors by writing to them at our headquarters: Omega Healthcare Investors, Inc., 303 International Circle, Suite 200, Hunt Valley, Maryland 21030, or by contacting them through our website at www.omegahealthcare.com. Communications addressed to the non-employee members of the Board of Directors will be reviewed by Omega’s Chief Legal Officer and General Counsel, as corporate communications liaison, and will be directed to the appropriate director or directors for their consideration. The Chief Legal Officer and General Counsel may not “filter out” any direct communications from being presented to the non-employee members of the Board of Directors and Audit Committee members without instruction from the directors or committee members. The corporate communications liaison is required to maintain a record of all communications received that were addressed to one or more directors, including those determined to be inappropriate communications. Such record will include the name of the addressee, the disposition by the corporate communications liaison and, in the case of communications determined to be inappropriate, a brief description of the nature of the communication. The corporate communications liaison is required to provide a copy of any additions to the record upon request of any member of the Board of Directors.

Policy on Related Party Transactions

We have a written policy regarding related party transactions under which we have determined that we will not engage in any purchase, sale or lease of property or other business transaction in which our officers or directors have a direct or indirect material interest without the approval by resolution of a majority of those directors who do not have an interest in such transaction. It is generally our policy to enter into or ratify related party transactions only when our Board of Directors, acting through our Audit Committee, determines that the related party transaction in question is in, or is not inconsistent with, our best interests and the interests of our stockholders.

Code of Business Conduct and Ethics

We have adopted a written Code of Ethics that applies to all our directors and employees, including our executive officers. A copy of our Code of Ethics is available on our website at www.omegahealthcare.com. Any amendment to our Code of Ethics or any waiver of our Code of Ethics will be disclosed on our website promptly following the date of such amendment or waiver. We provide regular training to our directors, officers and employees on the Code of Ethics.

Stock Ownership Guidelines

The Board of Directors has adopted stock ownership guidelines to foster long-term stock holdings by Company leadership. These guidelines create a strong link between stockholders’ and management’s interest. The Chief Executive Officer is required to own shares in the Company with a value equal to at least six times his annual base salary. Executive officers other than our Chief Executive Officer are required to own shares in the Company with a value equal to at least three times their respective annual base salaries within five years of the executive’s appointment. Each non-employee director is required to own shares in the Company with a value equal to at least five times the annual cash retainer for serving as a member of the Board of Directors within five years of the director’s appointment. The complete stock ownership guidelines for executive officers and directors contained in the Corporate Governance Guidelines are available through our website.

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The following graph summarizes the stock ownership of each of the officers above and our non-employee directors as of April 8, 2024, as a multiple of base salary or annual cash retainer, respectively, then in effect, pursuant to our stock ownership guidelines.

STOCK OWNERSHIP GUIDELINES DATA AS OF April 8, 2024(1)

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(1) Ownership multiples are based on actual ownership as of March 31, 2024. Ownership multiples above are shown for illustrative purposes and may be less than the valuations provided for in our stock ownership guidelines. Once an officer or director complies with the applicable guidelines, a subsequent decline in stock price has no effect on compliance.

Policy on Hedging and Pledging of Company Securities

We consider it inappropriate for any director or officer to enter into speculative transactions in our Company’s securities. Therefore, we prohibit the purchase or sale of puts, calls, options or other derivative instruments related to our Company’s securities or debt. Our policy also prohibits hedging or monetization transactions, such as forward sale contracts, in which the stockholder continues to own the underlying security without all the risks or rewards of ownership.

Additionally, directors and officers may not purchase our Company’s securities on margin, hold our securities in a margin account or pledge the Company’s securities as collateral. All of our directors and officers are in compliance with this policy as of April 8, 2024.

Director Retirement Policy

It is the general policy of the Board of Directors that after reaching 77 years of age, directors shall not stand for re-election and thereafter shall retire from the Board of Directors upon the completion of the term of office to which they were elected. On the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors may waive this requirement as to any director if it deems such waiver to be in the best interests of the Company.

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Director Over-Boarding Policy

It is the general policy of the Board of Directors that directors should advise the Chair of the Nominating and Corporate Governance Committee in advance of accepting an invitation to serve on another public company board, and directors should sit on no more than three public boards in addition to the Company’s Board unless the Nominating and Corporate Governance Committee approves otherwise.

Proxy Access and Universal Proxy

In 2022, the Board of Directors amended and restated our Bylaws to, among other things, provide for voting “for” and “against” director nominees; set forth provisions regarding the conduct of stockholder meetings; grant stockholders meeting certain eligibility requirements the right to nominate and require us to include in our proxy materials for an annual meeting stockholder-nominated director candidates equal to the greater of two director seats or 20% of the Board; comply with the universal proxy rules adopted by the SEC; and provide procedures for meetings of the Board during the existence of emergency conditions.

Corporate Governance Materials

The Corporate Governance Guidelines, Code of Ethics and the charters of the committees of the Board of Directors are available free of charge through our website at www.omegahealthcare.com. The information on, or accessible through, our website is not incorporated into and does not constitute a part of this document, or any other report or document filed with or furnished to the SEC.

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Proposal 2 – Proposal to Ratify the Selection of Ernst & Young LLP as our Independent Auditor for the Fiscal Year 2024

The Audit Committee has selected EY as our Company’s independent auditor for the current fiscal year, and the Board of Directors is asking stockholders to ratify that selection. Although current law, rules and regulations, as well as the charter of the Audit Committee, require our Company’s independent auditor to be engaged, retained and supervised by the Audit Committee, the Board of Directors considers the selection of the independent auditor to be an important matter of stockholder concern and is submitting the selection of EY for ratification by stockholders as a matter of good corporate governance. However, if the stockholders do not ratify the selection, the Board of Directors and the Audit Committee will reconsider whether or not to retain EY. Even if the selection is ratified, the Board of Directors and the Audit Committee in their discretion may change the appointment at any time during the year if they determine that such a change would be in the best interest of us and our stockholders. Information concerning the services EY provided to us can be found in the section “Audit Committee and Independent Auditor Matters” below.

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The Board of Directors and the members of the Audit Committee unanimously recommend a vote FOR the proposal to ratify the selection of Ernst & Young LLP as our independent auditor for the fiscal year 2024.

Vote Required for Approval

The affirmative vote of holders of a majority of all votes cast on the matter is required to ratify the selection of EY as our Company’s independent auditor for the current fiscal year. Accordingly, abstentions and broker non-votes, if any, will have no effect on the outcome of the vote on this proposal.

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Audit Committee and Independent Auditor Matters

The Audit Committee’s purpose is to oversee the accounting and financial reporting processes of our Company, the audits of our financial statements, the qualifications of the public accounting firm engaged as our independent auditor to prepare and issue an audit report on our financial statements and the related internal control over financial reporting and the performance of our independent auditors. The Audit Committee has the sole authority and responsibility to select, evaluate and, when appropriate, replace our Company’s independent auditors, as well as determine the amount of the fees paid to the Company’s independent auditors. The Audit Committee’s function is more fully described in its charter, which is available on our website. The Board of Directors and the Audit Committee review the Audit Committee Charter annually.

The Board of Directors has determined that each Audit Committee member is independent under the standards of director independence established under our corporate governance policies and the NYSE listing requirements and is also “independent” for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Board of Directors has determined that Ms. Anand, Mr. Jacobs and Mr. Whitman each qualify as an “audit committee financial expert,” as defined by SEC rules.

Management is responsible for the preparation, presentation and integrity of our financial statements, accounting and financial reporting principles, internal control over financial reporting and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. Our Company’s independent auditor, EY, is responsible for auditing and expressing opinions on the conformity of our Company’s consolidated financial statements with accounting principles generally accepted in the United States and the effectiveness of our Company’s internal control over financial reporting based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

Audit Committee Report

The Audit Committee, with respect to the audit of the Company’s 2023 audited consolidated financial statements, reports as follows:

The Audit Committee has reviewed and discussed with management and EY the 2023 audited financial statements in the Company’s Annual Report on Form 10-K, including a discussion of the quality — not just the acceptability — of the accounting principles and the reasonableness of significant judgments;
The Audit Committee discussed with EY such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (“PCAOB”) (including Auditing Standard No. 1301 “Communications with Audit Committees”);
The Audit Committee has received written disclosures and the letter from EY required by the PCAOB regarding EY’s communications with the Audit Committee concerning independence and has discussed with EY its independence from the Company;
The Audit Committee discussed with the Company’s auditors the overall scope and plans for their respective audits, and then met with the auditors, with and without management present, to review the results of their examinations, their evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting;
The Audit Committee reviewed the professional services provided by EY discussed below, considered whether provision of such services is compatible with maintaining auditor independence and concluded that the services provided by EY with respect to the 2023 audit were compatible with maintaining auditor independence; and
Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors that the Company’s 2023 audited financial statements be included in the Company’s Annual Report on Form 10-K.

Audit Committee of the Board of Directors

Kapila K. Anand, Chair

Craig R. Callen

Kevin J. Jacobs

Burke W. Whitman

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Independent Auditors

EY audited our consolidated financial statements for the years ended December 31, 2023, 2022 and 2021. EY has served as the Company’s independent registered public accounting firm since 1992. Representatives of EY are expected to be present at the Annual Meeting and will be given the opportunity to make a statement if they desire to do so. It is also expected that they will be available to respond to appropriate questions from stockholders at the Annual Meeting. Approval of our independent auditors is not a matter required to be submitted to stockholders; however, the Board of Directors considers the selection of the independent auditor to be an important matter of stockholder concern and is submitting the selection of EY for ratification by stockholders as a matter of good corporate practice.

Fees

The following table presents fees for professional services rendered by EY for the audit of our Company’s annual financial statements for the fiscal years 2023 and 2022 and fees billed for other services rendered by EY during those periods, all of which were pre-approved by the Audit Committee.

Year Ended December 31, 

    

2023

    

2022

Audit Fees(1)

$1,858,000

$1,788,000

Audit-Related Fees(2)

Tax Fees(3)

1,220,000

1,050,000

All Other Fees(2)

Total

$3,078,000

$2,838,000

(1) Audit fees include fees associated with the annual audit, the review of the Company’s quarterly reports on Form 10-Q and services that generally only the independent registered public accounting firm can provide such as accounting consultations billed as audit services, comfort letters, consents and assistance with review of documents to be filed with or furnished to the SEC.
(2) No such fees were incurred.
(3) Taxes include fees for tax compliance and tax return preparation services.

Determination of Auditor Independence

The Audit Committee considered the provision of non-audit services by our independent auditor and has determined that the provision of such services was consistent with maintaining the independence of EY.

Audit Committee’s Pre-Approval Policies

The Audit Committee pre-approves all fees paid to, and all services performed by, our Company’s independent auditor; provided, however, pre-approval requirements for non-audit services are not required if all such services: (1) do not aggregate to more than five percent of total fees paid by us to our accountant in the fiscal year when services are provided; (2) were not recognized as non-audit services at the time of the engagement; and (3) are promptly brought to the attention of the Audit Committee and approved by the Audit Committee prior to the completion of the audit. No services were performed during fiscal year 2023 under this de minimus exception in Rule 2-01(c)(7)(i)(c) of Regulation S-X.

In the first half of each year, the Audit Committee approves the proposed services, including the nature, type and scope of service contemplated and the related fees, to be rendered by the firm during the year. In addition, Audit Committee pre-approval is required for those engagements that may arise during the course of the year that are outside the scope of the initial services and fees approved by the Audit Committee. If pre-approval of any services is required between Audit Committee meetings, the Chair of the Audit Committee has been delegated authority to pre-approve services, provided that a report of such pre-approval is presented to the Audit Committee at its next meeting. For each category of proposed service, the independent auditing firm is required to confirm that the provision of such services does not impair its independence. Pursuant to the Sarbanes Oxley Act of 2002, the fees and services provided as noted in the table above were authorized and approved by the Audit Committee in compliance with its pre-approval policies and procedures described herein.

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Proposal 3 – Advisory Vote on Executive Compensation

Background on Advisory Vote