WELL Welltower OP Inc

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointments of Certain Officers; Compensatory Arrangements of Certain Officers

On May 19, 2021, Welltower Inc. (the “Company”) entered into an employment agreement with Shankh Mitra, the Company’s Chief Executive Officer (the “Employment Agreement”).

Pursuant to the Employment Agreement, Mr. Mitra will continue to serve as the Chief Executive Officer of the Company on an “at-will” basis. He will receive an annual base salary of $1,000,000, together with a target bonus opportunity under the Company’s annual cash bonus plan equal to 200% of his annual base salary and annual long-term stock awards pursuant to the Company’s 2016 Long-Term Incentive Plan under terms and conditions no less favorable than those that apply to similarly situated executive officers of the Company.

If Mr. Mitra’s employment is terminated by the Company without Cause or he resigns for Good Reason (each as defined in the Employment Agreement), he will receive: (i) severance payments equal to the sum of two times (a) his then current annual base salary and (b) his target annual cash bonus opportunity, payable over a period of twenty-four months, (ii) a pro-rated annual bonus for the year of termination based on the Company’s actual performance, (iii) continued COBRA coverage for so long as such coverage is elected at the same after-tax cost to him as if he were an active employee, (iv) full vesting of all of his time-based vesting stock awards, and (v) treatment of all of his outstanding performance stock awards in accordance with the terms and conditions under which the awards were granted, except that Mr. Mitra’s outstanding stock options will remain exercisable for a period of no less than 18 months following his termination of employment (the “Severance Benefits”).

If (A) Mr. Mitra’s employment is terminated by the Company without Cause or he resigns for Good Reason upon or within 24 months following a Change in Corporate Control (as defined in the Company’s 2016 Long-Term Incentive Plan) or (B) terminated by the Company without Cause shortly prior to a Change in Corporate Control, he will also be entitled to the Severance Benefits; provided, however, that (i) all of his outstanding performance stock awards shall become vested based upon a determination of actual level of achievement of performance goals by the Company immediately prior to the occurrence of the Change of Corporate Control and (ii) the severance payments will be paid in a lump sum in an amount equal to the present value of the sum of three times (a) his then current annual base salary and (b) the average of the annual bonuses paid to him for the last three fiscal years.

Any severance payments or benefits only become payable if Mr. Mitra provides an effective release of claims in favor of the Company and its affiliates and complies with a number of restrictive covenants, including a non-competition covenant, that are intended to protect the business of the Company during any period that he is receiving severance payments or benefits.

The foregoing description of the Employment Agreement is qualified in its entirety by reference to such agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.