Ventas Appoints Michael Embler to Board of Directors, Passes on Nominations from Activist Shareholder

by Jeff Shaw

CHICAGO — Ventas Inc. (NYSE: VTR) has appointed Michael Embler, former chief investment officer of Franklin Mutual Advisors, to its board of directors. Jay Gellert, who has served on the Ventas board since 2001, will retire from the board at the company’s annual meeting in May.

Embler will serve on Ventas’ investment and audit committees. Ventas also announced that Melody Barnes is expected to serve as chair of the Nominating & Corporate Governance Committee, effective at the company’s annual meeting.

Embler, 57, is an institutional investor with 30 years of experience across corporate finance, capital markets and asset management. He brings a unique governance perspective to the Ventas board due to his experience as both a buy-side institutional investor and service on other public company boards.

Embler is currently an independent director on the boards of American Airlines Group Inc. and NMI Holdings Inc. He has previously served as a director at public REIT Taubman Centers Inc. and public healthcare company Kindred Healthcare Inc., as well as at CIT Group, Dynegy Inc. and AboveNet Inc.

From 2005 to 2009, Embler was chief investment officer at Franklin Mutual Advisors, an asset management subsidiary of Franklin Resources Inc. He served as vice president and head of Franklin Mutual Advisers’ Distressed Investment Group from 2001 to 2005. Earlier in his career, Embler spent nearly a decade in positions of increasing responsibility at Nomura Holdings America Inc., culminating in the position of managing director co-heading its Proprietary Distressed Debt/Special Situations Group.

Separately, Ventas confirmed that activist shareholder Land & Buildings Investment Management nominated two candidates from its own company, Jonathan Litt and Michelle Applebaum, to serve on the board. Via a press release earlier this month, Land & Buildings accused Ventas of “long-term underperformance” and “bad-faith engagement” with shareholders.

“As a result of its review, the board determined that Mr. Litt and Ms. Applebaum do not meet the standards established by the board for new directors,” Ventas said via its own press release. The release also described Land & Building’s press release as “a distracting and unnecessary proxy fight.”

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