LTC PROPERTIES REIT INC (LTC)
Sector: Real Estate
2026 Annual Meeting Analysis
LTC PROPERTIES REIT INC · Meeting: May 20, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Six Directors to Serve on the Board of Directors
Cheng has served since 2021, brings relevant debt capital markets and healthcare finance experience, all meeting attendance requirements are met, no overboarding concerns, and LTC's strong 3-year price return of +40.2% outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by +30.0pp, well below the 65pp threshold needed to trigger an against vote.
Gruber has served since 2023, brings 25-year investment banking and capital markets experience, no overboarding or attendance concerns, and LTC's outperformance versus the ^FNER (FTSE NAREIT All Equity REITs Index) of +30.0pp over 3 years does not trigger the 65pp against-vote threshold applicable to companies with strong positive TSR.
Hawken joined in 2025 and has served fewer than 24 months, making him automatically exempt from the TSR underperformance trigger under policy; he also brings 40 years of commercial real estate experience including over two decades as an executive at a public REIT.
Preber joined in 2024 and has served fewer than 24 months, making him automatically exempt from the TSR underperformance trigger; he qualifies as an audit committee financial expert with 40 years of financial and executive experience, including as CEO of Grant Thornton LLP.
Simpson has served since 1995 as an executive director (currently Executive Chairman), LTC's 3-year stock return of +40.2% outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by +30.0pp which is well below the 65pp threshold required to trigger an against vote for a company with strong positive absolute TSR, and no overboarding or attendance concerns are present.
Triche has served since 2000 and brings relevant healthcare industry background as lead independent director; LTC's 3-year outperformance versus the ^FNER (FTSE NAREIT All Equity REITs Index) of +30.0pp does not meet the 65pp threshold to trigger an against vote, and no overboarding or attendance concerns are flagged.
All six director nominees receive a FOR vote. LTC's 3-year price return of +40.2% outperforms both the ^FNER (FTSE NAREIT All Equity REITs Index) by +30.0pp and the compensation peer group median by +28.1pp, neither of which reaches the 65pp against-vote threshold applicable to companies with strong positive absolute TSR. Two newer directors (Hawken and Preber) are exempt from the TSR trigger as they joined within the past 24 months. No overboarding, attendance, or independence concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Pamela J. Shelley-Kessler
Total Comp
$4,027,538
Prior Support
95%%
The prior year Say on Pay received approximately 95% shareholder support, reflecting broad stockholder satisfaction with the compensation program. CEO Pamela Shelley-Kessler's total compensation of $4,027,538 is in her first full year as Co-CEO following a planned succession, and the company explicitly states her pay was set below the peer median for a CEO — a conservative approach appropriate for a newly promoted executive. The pay structure is well-designed: approximately 50% of equity grant value is tied to performance stock awards contingent on both absolute and relative total shareholder return over three years, the annual bonus is 50% based on a measurable financial metric (adjusted funds available for distribution per share) with a cap at 175% of target, and LTC's stock has significantly outperformed both the ^FNER (FTSE NAREIT All Equity REITs Index) and the peer group median over the past three years, confirming that above-target incentive payouts reflect genuine shareholder value creation. A clawback policy consistent with regulatory requirements is in place, and no pay-for-performance misalignment concerns exist.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
33 yrs
Audit Fees
$1,588,800
Non-Audit Fees
$109,750
Ernst & Young LLP has been LTC's auditor since the company's founding in May 1992, giving it a tenure of approximately 33 years — well above the 25-year threshold in our policy that triggers an against vote due to independence concerns. The non-audit fee ratio is only about 6.9% of audit fees (tax fees of $109,750 against audit fees of $1,588,800), which is well within the acceptable range, and no material financial restatements were identified; however, the long tenure alone is sufficient to warrant an against vote unless the audit committee provides a specific and compelling rationale for continued engagement, which the proxy does not supply beyond general statements about institutional knowledge.
Overall Assessment
LTC Properties' 2026 annual meeting ballot presents three standard proposals. All six director nominees receive FOR votes as LTC's strong stock performance — a 3-year return of +40.2%, outpacing the ^FNER (FTSE NAREIT All Equity REITs Index) by +30.0pp — does not trigger the TSR underperformance threshold, and no governance concerns were identified. The Say on Pay vote receives a FOR determination given below-median CEO pay, strong performance-linkage in equity awards, and 95% prior-year shareholder support; however, the auditor ratification receives an AGAINST determination solely due to Ernst & Young's 33-year tenure at LTC, which exceeds the 25-year independence threshold in our policy and is not adequately addressed by the audit committee's disclosures.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing