Land & Buildings presses ahead with single nominee at Ventas
This article was first published on Activist Insight Online on March 7, 2022. For more information about the product, click here.
Land & Buildings has nominated its founder, Jonathan Litt, for election to the board of Ventas, arguing the healthcare real estate company needs additional board oversight due to mismanagement.
The company, which owns healthcare-related real estate, said in a statement Sunday that it had been in talks with Litt’s fund since December, when Land & Buildings nominated Litt and Michelle Applebaum, a former mining sector equity analyst and ex-director of Northwest Pipe Co.
Land & Buildings filed a preliminary proxy statement Monday, confirming that it was moving forward with Litt as its sole nominee.
While Ventas said it was open to hearing the activist’s suggestions, it had determined that the two nominees did “not meet the standards established by the board for new directors.”
Ventas also announced a series of board changes on Sunday. Michael Embler, the former chief investment officer of Franklin Mutual Advisors, was appointed to the board, while Jay Gellert stepped down as a director and Melody Barnes was appointed chair of Ventas’ nominating and governance committee.
“The board believes that director refreshment is integral to effective corporate governance, and has appointed four new independent directors in the last three years, while further increasing its diversity based on race, gender and experience,” the company said in the statement. “Today, 45% of the board’s members are women or people of color. With Melody Barnes’ appointment as chair of the nominating & corporate governance committee, two thirds of the board’s committees will be chaired by women.”
Embler was previously a director of Taubman Centers, which had a spat with Land & Buildings in 2017 and 2018, and where Litt was ultimately appointed to the board.
Land & Buildings said that the company has been suffering from “poor investor communications, capital allocation issues, and insufficient board oversight.” It noted that Ventas underperformed its peer Welltower over the past 10 years by 67 percentage points. The activist attributed this to management’s missteps, including poor management of its balance sheet heading into the COVID-19 crisis and backtracking on its growth initiatives at the end of 2019.
“This caused not only a massive loss of credibility with the investment community, but the beginning of a sharper divergence between the company’s performance and its closest peer, Welltower’s performance,” Litt said.
The activist has had a busy start to 2022, making takeover offers at LXP Industrial Trust, where it is also waging a proxy contest, and American Campus Communities.
Ventas has been highlighted by Activist Insight Vulnerability as being appealing to activists. A feature article in The Activist Investing Annual Review 2022 last month suggested the stock had been “dragged down by high leverage, resulting in poor valuation and weak total shareholder returns,” adding that, “An activist could demand the company sell off the least profitable properties to reduce debt and improve corporate governance by adding fresh directors to its overtenured board.” The company has an average governance score of 15 out of 20, according to Activist Insight Governance.
However, on Sunday the company said its total shareholder returns exceeded those of peers since December 31, 1999, and since the start of 2022. It also predicted that its growth in medical offices, life sciences, and independent living markets would pay off.
“There is a sustainable senior housing recovery underway, with leads at record highs, robust pricing opportunities and occupancy exceeding typical seasonal patterns in the first quarter as we continue to work through the tail end of COVID-19 impacts,” the statement read.
Ventas is being advised by Centerview Partners and Wachtell, Lipton, Rosen & Katz.