8-KFiled Jul 21, 8:00 PM ET

American Healthcare REIT CEO Retirement; Jeffrey Hanson Named CEO

$AHR · American Healthcare REIT, Inc.

Research Summary

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Updated

American Healthcare REIT CEO Retirement; Jeffrey Hanson Named CEO

What Happened

  • American Healthcare REIT (AHR) filed an 8‑K reporting that Danny Prosky retired as Chief Executive Officer and President effective July 21, 2026; he will remain on the board and join the non‑employee director compensation program. Prosky will receive benefits under the company’s Severance Plan and, under a July 21, 2026 Release Agreement, a $35,000 lump sum for continuation medical coverage and accelerated vesting of the unvested portion of his restricted stock award.
  • The Board appointed Jeffrey T. Hanson (Interim CEO since Feb 3, 2026) as permanent Chief Executive Officer and he will continue as Chairman, effective July 21, 2026. The company issued a related press release on July 22, 2026.

Key Details

  • Jeffrey Hanson compensation: $965,000 annual base salary; target bonus = 160% of annualized base; time‑based RSUs valued at $2,072,534 vesting in three equal annual installments beginning July 21, 2026; performance RSUs valued at $2,072,534 cliff‑vesting Dec 31, 2028 tied to 2026–2028 corporate performance goals.
  • Gabe Willhite promoted to President & Chief Operating Officer effective July 21, 2026: $100,000 cash compensation increase; target bonus = 125% of base; time‑based RSUs valued at $347,840 vesting over three years (anniversary of Mar 10, 2026); performance RSUs valued at $347,840 cliff‑vesting Dec 31, 2028.
  • Danny Prosky: retirement effective July 21, 2026; $35,000 lump sum for anticipated continuation medical expenses; accelerated vesting of unvested restricted stock (original award dated Feb 9, 2024, scheduled to vest Feb 9, 2028).
  • Board governance: Scott A. Estes named Lead Independent Director effective July 21, 2026 and will receive an additional $40,000 annual cash retainer.

Why It Matters

  • These filings document a leadership transition at AHR from Danny Prosky to Jeffrey Hanson and detail the compensation and equity grants tied to that leadership change. Investors should note the timing and dollar amounts of the new CEO and COO compensation packages (base salary, bonus targets, and multi‑year RSU awards) and the immediate expense/vesting effects related to Mr. Prosky’s accelerated equity vesting and separation payment. The actions also update board governance with a named Lead Independent Director.