Land & Buildings Announces Investment Opinion: Issues White Paper Detailing Why It Believes Welltower’s Compensation Program Is Likely to Lead to Inferior Shareholder Returns
Land & Buildings Announces Investment Opinion: Issues White Paper Detailing Why It Believes Welltower’s Compensation Program Is Likely to Lead to Inferior Shareholder Returns
Net asset value (NAV) is the total value of all the investments and assets in a fund or company, minus any debts or liabilities, divided by the number of shares or units outstanding. It represents the per-share worth, giving investors an idea of what each share is truly worth based on the underlying assets. Think of it like a company's total worth divided among its shares, helping investors assess whether a share is fairly priced.
ffofinancial
Funds from operations (FFO) is a performance metric used mainly for real estate companies that measures the cash generated by their core rental and property-management activities, while removing accounting items such as building depreciation and one-time gains or losses from property sales. Investors rely on FFO to assess a real estate firm's ability to pay and sustain dividends and fund growth—similar to checking how much actual rent a landlord collects each month rather than paper profits.
ltip unitsfinancial
LTIP units are awards given to executives and employees as part of a long-term incentive plan; they act like deferred bonuses that convert into company shares or cash only if the business meets set performance or time requirements. Investors care because LTIP units tie management pay to future results, can increase the number of outstanding shares (dilution) when they vest, and create ongoing compensation expense that can affect earnings and shareholder value.
short positionfinancial
A short position is when an investor borrows shares and sells them now because they expect the stock’s price to fall, planning to buy the shares back later at a lower price and return them. It matters to investors because it can amplify gains if the bet is right but cause unlimited losses if the price rises; large short positions also affect market supply, signal negative sentiment, and can increase volatility, similar to many people betting against a team's chances.
dividend growthfinancial
Dividend growth is the pattern of a company raising the cash payments it sends to shareholders over time, usually measured year to year. Investors care because steady increases can signal a company’s financial strength and provide a rising income stream—like an annually increasing paycheck—that can protect purchasing power and boost total returns even if the stock price is flat.
golden parachutefinancial
An executive severance package that guarantees large cash, stock, or benefit payments if top managers lose their job or face major changes in control, such as a takeover. Like a financial parachute that cushions a fall, it matters to investors because it can increase the cost of acquisitions, influence management’s willingness to accept or resist buyout offers, and affect company cash flow and shareholder value.
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NOTE TO EDITORS: The Following Is an Investment Opinion Issued by Land & Buildings Investment Management, LLC
Welltower Shares Trade at 144% Premium to NAV and 33x FFO: Investors Switching to Ventas or American Healthcare REIT Receive 50% More Asset Value Per Dollar
Estimates Shares Could See ~35%-60% Downside From Current Levels to Match Peer Valuations – Discloses Short Position in Welltower
STAMFORD, Conn.--(BUSINESS WIRE)--
Today, Land & Buildings Investment Management, LLC (together with its affiliates, “Land & Buildings,” “L&B,” “us” or “we”), issued a white paper on Welltower, Inc. (NYSE: WELL) (“Welltower” or the “Company”), titled Compensation Plan Hubris: Why Welltower’s Ten-Year Executive Program Is Likely to Lead to Inferior Shareholder Returns, which provides a detailed analysis of the Ten-Year Executive Continuity and Alignment Program (the “Program”) adopted by Welltower’s Board of Directors (the “Board”) on October 26, 2025. Land & Buildings believes this Program is a mechanism for transferring enormous wealth from shareholders to management, and that investors should consider selling Welltower shares.
Key findings from the white paper include:
The scale of potential enrichment is staggering. At a share price of $300, Welltower CEO Shankh Mitra’s maximum award of 8,698,012 LTIP Units would be worth approximately $2.6 billion based on L&B’s calculations. The Company’s 2026 proxy statement discloses a performance cap at an implied value of $350 per share, at which the maximum award reaches $3.04 billion, plus an estimated $110-$240 million in tax-advantaged cumulative distributions. Six months into the plan, we estimate Mr. Mitra has already earned approximately $1 billion based on stock performance to date and the time-based units.
If Welltower’s valuation reverts toward peers, L&B believes shares could see approximately 35%-60% downside from current levels. Welltower currently trades at 33x forward FFO versus a 5-year average of 25x, and at an estimated 144% premium to Green Street NAV, the highest in Company history and among the highest ever observed for a large-cap REIT. Investors switching from WELL to Ventas (NYSE: VTR) or American Healthcare REIT (NYSE: AHR) could receive roughly 50% more NAV per dollar invested, comparable senior housing exposure, higher dividend yields, and freedom from the most aggressive executive compensation structure in REIT history, based on L&B’s findings. Since the Program was announced on October 26, 2025, Ventas has outperformed Welltower by approximately 440 basis points, consistent with L&B’s thesis.
The cautionary tale of Alexandria Real Estate Equities (NYSE: ARE) should alarm Welltower shareholders. The subject of L&B’s last public short white paper,ARE, peaked at $224 in December 2021. By April 2026, it had fallen to approximately $43, a decline of approximately 80%, as life science sector fundamentals deteriorated. A 14-year dividend growth streak was broken by a 45% cut. The parallels are direct: visionary CEO narrative, aggressive sector-concentrated growth at premium multiples justified by secular tailwinds, and transaction volume celebrated as a headline achievement. ARE’s management compensation, at $11-$13 million per year, 100x smaller than Mr. Mitra’s potential payout, was still sufficient to drive growth aggressive enough to destroy three quarters of shareholder value when the cycle turned.
“Welltower’s Board has adopted what we believe is the most aggressive executive compensation structure in public REIT history, and adding insult to injury, they have done so without a binding shareholder vote, following a prior 52% say-on-pay result,” said Jonathan Litt, Founder and CIO of Land & Buildings. “Critically, the Board cannot fire Mr. Mitra for poor performance without triggering a $500 million golden parachute. Shareholders who find these terms objectionable effectively have one reliable remedy: sell their shares. This is why we have taken a significant short position in the Company and have published our analysis so that investors can evaluate the facts for themselves.”
Land & Buildings holds a short position in Welltower Inc. (NYSE: WELL). Land & Buildings holds long positions in Ventas, Inc. (NYSE: VTR) and American Healthcare REIT, Inc. (NYSE: AHR).
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Sources and Notes
Welltower SEC Filings (8-K filed October 27, 2025 and DEF 14A filed April 10, 2026), Alexandria SEC Filings, Bloomberg, Green Street and Land & Buildings estimates.
Note: All stock prices, valuation multiples, and total return calculations are as of April 14, 2026.
