Land & Buildings nominates 3 candidates in Ventas board challenge

By Svea Herbst-Bayliss

NEW YORK(Reuters) - Activist investor Land & Buildings Investment Management has nominated three director candidates at Ventas (NYSE:VTR), the owner of senior housing communities confirmed, arguing that change is needed to improve performance.

Jonathan Litt, Land & Buildings' founder and chief investment officer, warned Ventas last year that he might mount a board challenge but also said he was ready to work constructively with the company to boost returns.

The investment firm, which owns roughly $50 million of the real estate investment trust's shares, proposed three real estate finance executives for election to the company's 11-member board, a source told Reuters earlier.

Nori Gerardo Lietz, who teaches at Harvard Business School, founded real estate advisory firm Arete Capital and serves on the board of Veris Residential; Ted Bigman, who headed the Global Listed Real Assets business at Morgan Stanley; and John Guinee, who worked at Stifel, Nicolaus & Co. and serves on the board of Plymouth Industrial REIT Inc (N:PLYM), are the nominees, the source said.

Ventas in a statement said it will evaluate Land & Buildings' director candidates and "recognizes the importance of ongoing refreshment and has an effective and comprehensive director succession and search process in place."

The company also said, "Shareholders today benefit from a strong, diverse and experienced Board composed of 11 highly qualified directors, 10 of whom are independent."

This marks the second time in two years that Land & Buildings has proposed director candidates at Ventas.

Investors in 2022 elected all of the company's directors after proxy advisory firm Institutional Shareholder Services recommended shareholders vote for management's nominees instead of Litt, the Land & Buildings nominee.

However ISS wrote in April 2022 that if management did not improve performance, shareholders could press for more substantive changes if the dissident were to present a broader slate.

Ventas, which has a market value of $19 billion, saw its stock slip 0.88% in the last 52 weeks while Welltower (NYSE:WELL) Inc., a rival, saw its stock price climb 26% in the last year. Ventas' stock was flat in Thursday trading.

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Ventas owns or has investments in approximately 1,400 properties in the United States, Canada and the U.K. It has delivered an 18% compound annual return since 2000 and has outperformed the Morgan Stanley REIT index (RMS) for the last one- and two-year periods.