American Healthcare REIT (AHR) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 25, 2025, to elect nine directors, ratify Deloitte & Touche as auditor, approve executive compensation (say-on-pay), and approve the 2025 Manager Equity Plan.

• 2024 performance included $1.36 billion raised in equity offerings, NYSE listing, and portfolio growth to $4.5 billion in assets.

• Achieved 17.7% Same-Store NOI growth and significant deleveraging, reducing Net Debt-to-Adjusted EBITDA from 8.5x to 4.3x.

• Compensation program emphasizes pay-for-performance, with 82% of CEO pay and 74% of other NEO pay at risk.

Voting matters and shareholder proposals

• Proposals include election of nine directors for one-year terms, auditor ratification, advisory approval of executive compensation, and approval of the 2025 Manager Equity Plan.

• Board recommends voting FOR all proposals.

• Shareholders of record as of March 27, 2025, are eligible to vote; each share has one vote per proposal.

Board of directors and corporate governance

• Board consists of nine directors, six of whom are independent; diverse backgrounds in real estate, healthcare, and finance.

• Board leadership is separated between a non-executive chairman and CEO.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all fully independent.

• Annual board and committee evaluations; focus on diversity and regular refreshment.