AMERICAN HEALTHCARE REIT INC (AHR)
Sector: Real Estate
2026 Annual Meeting Analysis
AMERICAN HEALTHCARE REIT INC · Meeting: June 24, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Nine Directors to Serve Until the 2027 Annual Meeting of Stockholders
AHR's 3-year total return of +304.4% far exceeds the ^FNER (FTSE NAREIT All Equity REITs Index) benchmark by +292.5 percentage points, well above the 65-point threshold required to trigger a concern, and no other policy flags apply; Hanson has deep healthcare REIT experience as a founder and former long-serving CEO.
AHR's exceptional stock performance well above the ^FNER benchmark clears all TSR thresholds, and Prosky's extensive healthcare real estate background makes him well-qualified; his current medical leave does not disqualify him from board service.
Strong company TSR performance relative to ^FNER clears all policy triggers, and Streiff brings 23 years of relevant real estate legal and operational experience from his prior roles as COO and General Counsel.
No TSR or governance flags apply; Estes is a highly qualified audit committee financial expert with prior CFO experience at a large healthcare REIT and current chairmanship of two other listed REIT boards.
No policy flags triggered; Flornes brings 31 years of direct senior housing operational and investment experience highly relevant to AHR's core business, and the company's strong TSR performance eliminates any performance concern.
No policy flags apply; Hurley has extensive real estate finance and REIT board experience and serves as Compensation Committee Chairwoman, with the company's strong TSR eliminating any performance-related concern.
Joined in January 2023, so well within the 24-month new-director exemption window for the 3-year TSR period; his 40-year healthcare industry leadership background is directly relevant to AHR's healthcare real estate portfolio.
Joined in January 2023 and the company's outstanding TSR well above the ^FNER benchmark clears all performance thresholds; Richardson's extensive retail real estate and board experience at Kimco Realty provides relevant governance perspective.
No policy flags apply; Smith has deep commercial real estate experience overseeing $10 billion in transactions and AHR's 3-year TSR of +304.4% vastly exceeds the ^FNER benchmark, clearing all performance thresholds.
All nine director nominees receive a FOR vote. AHR's 3-year total return of +304.4% outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by +292.5 percentage points, far exceeding the 65-point underperformance threshold required to raise a concern under the strong-positive TSR tier. No directors are overboarded, attendance was at least 75% for all directors, and the board's skill set is well matched to a healthcare REIT. Two directors who joined in January 2023 (O'Quinn and Richardson) fall within the 24-month new-director exemption period in any case.
Say on Pay
✓ FORCEO
Danny Prosky
Total Comp
$6,685,948
Prior Support
93.6%%
CEO Danny Prosky received total compensation of approximately $6.7 million in 2025, which is reasonable for the CEO of a $9.2 billion healthcare REIT that delivered 84% stock price appreciation in one year and strong operational results including 22% Normalized FFO growth and 14.2% same-store net operating income growth. The pay structure is well-designed: approximately 84.9% of the CEO's target pay is performance-based or at-risk, including equity awards where half vest based on relative total shareholder return over three years, far exceeding the 50-60% variable pay threshold required by policy. Prior-year say-on-pay support was 93.6%, well above the 70% threshold, and the company's compensation practices — including no tax gross-ups, capped bonuses, and a meaningful clawback policy — are shareholder-friendly.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
11 yrs
Audit Fees
$3,278,000
Non-Audit Fees
$213,000
Non-audit fees (tax services of $213,000) represent only about 6.5% of audit fees ($3,278,000), well below the 50% threshold that would raise independence concerns. Deloitte has served since 2015, giving approximately 11 years of tenure — well below the 25-year threshold. Deloitte is a Big 4 firm fully appropriate for a $9.2 billion market cap company. No material restatements are disclosed.
Overall Assessment
All three standard proposals on the 2026 AHR annual meeting ballot — director elections, auditor ratification, and say-on-pay — receive FOR votes under this policy. The company's exceptional 3-year total return of +304.4%, far outpacing the ^FNER (FTSE NAREIT All Equity REITs Index) by nearly 293 percentage points, eliminates any TSR-based director concerns, and the executive compensation program is strongly performance-linked with well-above-threshold prior shareholder support.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing