The CEO's total compensation as reported in the Summary Compensation Table for 2025 is $821,090,355 — approximately $821 million in a single year — driven almost entirely by a single large award under the new 10-Year Executive Continuity and Alignment Program (the '10-Year ECAP'), which covers compensation through 2035 but is required by SEC rules to be reported at its full grant-date value in the year it was granted. Even accounting for the multi-year nature of the award, no reasonable benchmark for a REIT CEO — regardless of market cap band — comes close to this level in a single reporting year, placing total reported pay more than 30% above any credible benchmark and triggering a vote against under our pay level policy. The pay-for-performance case for Welltower is genuinely strong — the company delivered a 3-year TSR of +212.8% versus the ^FNER (FTSE NAREIT All Equity REITs Index) return of +13.1%, creating enormous shareholder value — and the long-term structure of the 10-Year ECAP (5-year performance period, rigorous relative and absolute TSR hurdles, 10-year retention period, clawback provisions, and only $110,000 annual salary going forward) is thoughtfully designed; however, our policy requires a vote against when reported pay exceeds benchmark by more than 30%, and the $821 million figure reported in the SCT triggers that threshold regardless of the multi-year amortization rationale, because the policy benchmark is applied to the disclosed annual figure as required by SEC rules.

Ernst & Young has served as Welltower's auditor since the company's founding in 1970 — a tenure of approximately 55 years, which far exceeds the 25-year threshold in our policy that raises independence and professional skepticism concerns. While the non-audit fee ratio is extremely low (non-audit fees of roughly $25,468 represent less than 1% of audit fees of $6.2 million, well within the 50% limit), and the audit committee does rotate the lead audit partner every five years as required by law (the current lead partner was appointed for the 2023 audit), the proxy does not provide a specific and compelling rationale for retaining the same firm for over five decades rather than conducting a formal re-tendering process. The exceptionally long relationship between EY and Welltower management creates a structural independence risk that periodic partner rotation alone does not fully address, triggering a vote against under our policy.