Omega Healthcare Investors (OHI) Proxy filing summary

Executive summary

• Supplement details leadership transitions for CEO and CFO roles, effective in the second half of 2026.

• Board has approved succession plans, with new appointments for CEO, CFO, and Chief Accounting Officer.

• Transition and consulting agreements have been established for outgoing executives, including compensation and advisory roles.

Board of directors and corporate governance

• Board approved the retirement and succession of CEO and CFO, with clear timelines for transitions.

• New CEO and CFO appointments are effective October 1, 2026, and August 1, 2026, respectively.

• Board intends to appoint the incoming CEO to the Board as of the transition date.

Executive compensation and say-on-pay

• Outgoing CEO and CFO will receive annual short-term incentives for 2026 on an un-prorated basis.

• Equity incentives for both executives will vest through December 31, 2029, on an un-prorated basis.

• Both will receive employer-paid group health insurance premiums for up to 18 months post-transition.

• Consulting agreements provide monthly fees of $20,000 for the former CEO and $12,000 for the former CFO during their advisory periods.

• Transfer of supplemental life insurance policy ownership to both executives upon their respective transition dates.