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Get filing alertsLTC Properties expands board to eight, elects Co-CEOs Shelley-Kessler and Malin as directors
Filed September 25, 2026 · Period ending September 22, 2026 · ~1 min read
Key Changes
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Board increased from six to eight members; Pamela J. Shelley-Kessler and Clint B. Malin elected to fill new vacancies.
Item 5.02 verify on EDGAR → -
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Both new directors are current Co-Presidents and Co-CEOs; they will serve until the next annual meeting or until successors are elected.
Item 5.02 verify on EDGAR → -
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Neither Shelley-Kessler nor Malin has a material interest in any transaction requiring related-party disclosure under Item 404(a).
Item 5.02 verify on EDGAR → -
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Five of the eight directors are independent; no committee assignments or compensation changes were disclosed.
Exhibit 99.1 view on EDGAR →
Summary
LTC Properties expanded its board from six to eight members and elected its two top executives, Pamela J. Shelley-Kessler and Clint B. Malin, to fill the new seats. Both have served as Co-Presidents since May 2020 and Co-CEOs since December 2024, and each has more than two decades at the company. The filing notes their role in building the SHOP platform, which is central to LTC's growth strategy.
The board now has five independent directors among eight total. Neither new director has a material interest in any transaction requiring related-party disclosure, and no committee assignments or compensation changes were disclosed. The election is effective September 22, 2026, and they will serve until the next annual meeting or until their successors are elected and qualified.
For retail holders, this is a governance change that gives the company's co-CEOs direct board-level influence. The filing does not indicate any disagreement or controversy, and the expansion appears to be a routine alignment of management and board oversight.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
the Board of Directors (the “Board”) of LTC Properties, Inc. (the “Company”) increased the size of the Board from six to eight members and elected Pamela J. Shelley-Kessler and Clint B. Malin to fill the newly created vacancies and serve as members of the Board.
The board added two seats and filled them with the company's current Co-Presidents & Co-Chief Executive Officers. Both will serve until the next annual meeting of stockholders or until their successors are elected and qualified.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
Ms. Shelley-Kessler, age 60, has served as the Company’s Co-President since May 2020, and previously served as the Company’s Chief Financial Officer from 2007 through December 2024 and as the Company’s Corporate Secretary. Mr. Malin, age 54, has served as the Company’s Co-President since May 2020 and previously served as Chief Investment Officer from 2004 through April 2025.
The filing provides biographical details for the two new directors. Neither has been appointed to any board committee, and there are no changes to their compensation arrangements as a result of the election.
Added in current filing · verify on EDGAR →
Neither Ms. Shelley-Kessler nor Mr. Malin has a direct or indirect material interest in any transaction requiring disclosure pursuant to Item 404(a) of Regulation S-K.
The company confirms that neither new director has a material interest in any transaction that would require related-party disclosure under SEC rules. This is a standard clean disclosure for newly elected directors.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
Pam Kessler and Clint Malin, Co-Presidents and Co-CEOs , have been elected to its Board of Directors effective September 22, 2026, increasing the total number of directors from six to eight, five of whom are independent.
LTC's two top executives, who already serve jointly as Co-Presidents and Co-CEOs, were added to the Board of Directors. The board grows from six to eight members, with five independent directors. This gives the executives direct board-level influence over strategy.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
Kessler and Malin have each spent more than two decades at LTC and have served as Co-Presidents since May 2020 and Co-CEOs since December 2024. They played key roles in building and scaling the Company's SHOP platform, helping reposition the Company for future growth.
The filing highlights the executives' long tenure and their role in building the SHOP platform, which is central to LTC's growth strategy. This context supports the board's decision to add them as directors.
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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 28, 2026 · How we verify