DEF 14A of Medical Properties Trust Inc, Apr 17, 2025

DEF 14A of Medical Properties Trust Inc

Filed Apr 17, 2025 · FY20240000950170-25-055431

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors Our Bylaws provide for the election of all directors at each annual meeting of stockholders. The Board, at the recommendation of the Ethics, Nominating and Corporate Governance Committee, proposes that the nine nominees listed below, all of whom are currently serving on our Board, be elected to serve as directors until the 2026 annual meeting of stockholders or until their successors are duly elected and qualify. The Board does not know of any reason why any nominee would not be able to serve as a director. However, if any nominee were to become unable to serve as a director between now and the 2025 annual meeting date, the Board may designate a substitute nominee, in which case the persons named as proxies will vote for such substitute nominee at the 2025 annual meeting of stockholders. Alternatively, the Board may reduce the number of directors to be elected at the annual meeting.

  2. Director Nominees at a Glance

    Director Nominees at a Glance

  3. Director Nominees at a Glance

    | | Director Qualifications, Skills, and Experience | | | | | | | | | | | | | | | | | | | | | | | Director Nominees | Strategic Planning | Executive Leadership | Risk Management | REIT / Real Estate | Health Care Industry | Finance & Accounting | Investment | Legal / Regulatory | Cyber | ESG | | Edward K. Aldag, Jr. | X | X | X | X | X | X | X | X | X | X | | G. Steven Dawson | X | X | X | X | | X | X | | | | | R. Steven Hamner | X | X | X | X | X | X | X | X | | | | Caterina A. Mozingo | X | | X | X | X | X | | | | | | Emily W. Murphy | X | X | X | X | | | X | X | X | X | | Elizabeth N. Pitman | X | | X | X | X | | X | X | X | | | D. Paul Sparks, Jr. | X | X | X | X | | X | X | | | X | | Michael G. Stewart | X | X | X | X | X | | | X | | | | C. Reynolds Thompson, III | X | X | X | X | X | X | X | | X | | | Percentage of Directors | 100% | 78% | 100% | 100% | 67% | 67% | 78% | 56% | 44% | 33% |

  4. Director Nominees at a Glance

    Director Nominees

  5. Director Nominees at a Glance

    | Edward K. Aldag, Jr. Director since: 2004 Founder, Chairman, President, and Chief Executive Officer Age: 61 Committees: Investment (Chair) Environmental and Social Risk | The Board believes that Mr. Aldag’s position as the founder of our Company, and his extensive experience in the healthcare and REIT industries, make him highly qualified to serve as Chairman of our Board. Mr. Aldag launched our Company in 2003 as the nation’s only REIT focusing exclusively on hospitals. Medical Properties Trust is an established leader in the hospital REIT sector, with 396 facilities across the United States, seven countries in Europe, and Colombia in South America. Under Mr. Aldag’s leadership, MPT’s assets total approximately $14 billion, with approximately 39,000 licensed beds in its portfolio. Mr. Aldag serves on the Board of Children’s of Alabama and will become chairman in late 2025. He has been on the board for eight years. Children's of Alabama is one of the nation’s leading hospitals for children. He is Vice Chairman of the Alabama Children’s Hospital Foundation and Chairman of the Foundation’s Investment Committee and is a member of the Executive, Finance & Audit Committees. He also serves as a board member for Mitchell’s Place, benefiting children with autism; the Birmingham Education Foundation, dedicated to increasing the number of students in Birmingham City Schools who are on the path to college, career, and life readiness; the American Sports Medicine Institute, which works to understand, prevent, and treat sports-related injuries; and serves as a member of the Executive Committee of the Birmingham Business Alliance. He is a guest lecturer at both the University of Alabama and the University of Alabama at Birmingham (“UAB”) and part of the UAB President’s Campaign Leadership Cabinet for a $1 billion campaign. Mr. Aldag was appointed as a board member of Infracore SA in May 2019 and as a board member of Générale-Beaulieu Immobilière SA in June 2020, both private foreign companies. A native of Eufaula, Alabama, Mr. Aldag is a graduate of the University of Alabama, where he majored in finance. | | G. Steven Dawson Director since: 2004 Independent Director Age: 67 Committees: Audit (Chair) Investment | The Board believes that Mr. Dawson’s substantial experience as a board member and committee chairman of other public REITs, along with his strong skills in corporate finance, strategic planning, and public company oversight, make him a valued advisor and highly qualified to serve as a member of our Board and as Chairman of our Audit Committee. Since 2003, Mr. Dawson has primarily been a private investor focused on real estate and financial services in the U.S. and Canada, and has served on the boards of numerous public and private REITs and other companies. From July 1990 to September 2003, he served as Chief Financial Officer and Senior Vice President – Finance of Camden Property Trust (and its predecessors) (NYSE: CPT), a REIT specializing in apartment communities based in Houston, Texas. Mr. Dawson currently serves on the Board of Directors and as Audit Committee chairman, as well as a member of the Nominating and Corporate Governance Committee and Compensation Committee for Cohen & Co. (NYSE American: COHN), a broker-dealer and an investment banking firm specializing in special purpose acquisition companies and credit-related fixed income investments in the U.S. and Europe. He is also the Chairman of the Board of Trustees for Nova Net Lease REIT (CSE: NNL-U.CN), a small Canadian company investing in specialty industrial properties in the U.S. Mr. Dawson holds a degree in business from Texas A&M University and is a member of the Real Estate Roundtable at the Mays Graduate School of Business at Texas A&M University. |

  6. Director Nominees at a Glance

    | R. Steven Hamner Director since: 2005 Founder, Executive Vice President, and Chief Financial Officer Age: 68 Committees: Investment | The Board believes that Mr. Hamner’s position as a co-founder of our Company, and his extensive experience in the real estate and healthcare industries and in the corporate finance sector, make him highly qualified to serve as a member of our Board. From August to September 2003, Mr. Hamner served as our Executive Vice President and Chief Accounting Officer. From October 2001 through March 2004, he was the Managing Director of Transaction Analysis LLC, a company that provided interim and project-oriented accounting and consulting services to commercial real estate owners and their advisors. From June 1998 to September 2001, he was Vice President and Chief Financial Officer of United Investors Realty Trust, a publicly traded REIT. For the 10 years prior to becoming an officer of United Investors Realty Trust, he was employed by the accounting and consulting firm of Ernst & Young LLP and its predecessors. Mr. Hamner received a B.S. in Accounting from Louisiana State University. | | Caterina A. Mozingo Director since: 2020 Independent Director Age: 57 Committees: Environmental and Social (Chair) Risk | The Board believes that Ms. Mozingo’s experience as a certified public accountant (“CPA”) and consultant to real estate and healthcare companies, and her experience providing tax consulting services to for profit and not-for-profit companies, including publicly traded and privately held entities, make her highly qualified to serve as a member of our Board. Ms. Mozingo is a tax partner with Aldridge, Borden & Company, P.C., a CPA firm that she joined in 1995. Her experience at Aldridge, Borden & Company includes a broad range of tax consulting and compliance services for businesses, individuals, fiduciaries, and tax-exempt entities. She began her career in public accounting with Coopers & Lybrand, LLP. Ms. Mozingo is a member of the American Institute of CPAs (“AICPA”), and the Alabama Society of CPAs, where she serves on the State Taxation Committee. Ms. Mozingo graduated summa cum laude from the University of Alabama in Commerce and Business Administration before earning a Master of Tax Accounting degree. Ms. Mozingo holds the Personal Financial Specialist designation awarded by the AICPA. |

  7. Director Nominees at a Glance

    | Emily W. Murphy Director since: 2022 Independent Director Age: 51 Committees: Ethics, Nominating and Corporate Governance Risk Environmental and Social | The Board believes that Ms. Murphy’s legal background and extensive knowledge of managing the growth of large organizations make her a valued advisor and highly qualified to serve as a member of our Board. Ms. Murphy is a leading expert in government contracting and government business. She served as Administrator of the U.S. General Services Administration (“GSA”) from 2017 to 2021, leading a workforce of more than 11,000 federal employees and overseeing 371 million square feet of office space and $75 billion in annual contracts. During her time as GSA Administrator, she had ultimate supervisory authority of the Office of High-Performance Green Buildings. She was a member of the Federal Acquisitions Security Committee, which dealt with risk management around information technology (“IT”) and the IT supply chain. Under her leadership, GSA significantly increased its sales and revenues, saved customer agencies more than $20 billion, and recorded the highest customer, vendor, and employee satisfaction scores in the history of the agency. Before her service as the GSA Administrator, Ms. Murphy was GSA’s first Chief Acquisition Officer during the administration of President George W. Bush, where she was responsible for more than $40 billion in acquisition programs. Prior to this, she served at the U.S. Small Business Administration as the Senior Advisor for Government Contracting and Business Development and as Acting Associate Administrator for Government Contracting. In addition to her senior roles in the Executive Branch, Ms. Murphy spent nine years serving in various procurement policy and leadership roles for the House of Representatives, including Counsel and Professional Staff Member to the Committee on Armed Services and Senior Counsel and Policy Director for the Committee on Small Business. In the private sector, Ms. Murphy was the General Counsel and Vice President for Operations for TerreStar National Services, Inc., a wholly owned subsidiary of TerreStar Networks, and practiced government contracts law with the firm of Wiley, Rein & Fielding (now Wiley). She is a graduate of the University of Virginia School of Law and Smith College, and is a member of the Young Presidents Organization, the Economic Club of Washington, D.C., and the Chief Executives Organization. She currently serves as Senior Fellow with the Center for Government Contracting at George Mason University’s School of Business. She consults with companies seeking to strategically position themselves in the federal procurement space, and she serves on the Board of Advisors for SkillStorm and Vita Inclinata. | | Elizabeth N. Pitman Director since: 2018 Independent Director Age: 61 Committees: Ethics, Nominating and Corporate Governance (Chair) Risk (Chair) Environmental and Social | The Board believes that Ms. Pitman’s experience as a healthcare lawyer, and her experience providing counsel to publicly traded and privately owned hospitals and healthcare systems, make her highly qualified to serve as a member of our Board. Ms. Pitman has been an attorney with Holland & Knight, LLP, formerly Waller, Landen, Dortch & Davis, LLP, known as a leading provider of legal services to the healthcare industry, since 2015. From July 2013 to December 2013, she worked as corporate counsel for Vitera Healthcare Solutions, LLC, and prior to that, from October 2008 to July 2013, she served as general counsel at Success EHS, Inc., both providers of electronic health records and revenue cycle management solutions. Ms. Pitman has provided counsel to companies, hospitals and healthcare systems, surgery centers, physician groups, and healthcare information technology companies on a variety of matters, including healthcare regulatory, privacy, data and cyber security compliance, technology licensing, and mergers and acquisitions. Ms. Pitman earned a B.S. in Accounting from the University of Alabama and a Juris Doctorate from the University of Alabama School of Law. |

  8. Director Nominees at a Glance

    | D. Paul Sparks, Jr. Director since: 2014 Independent Director Age: 62 Committees: Audit Compensation Investment | The Board believes that Mr. Sparks’ substantial experience in executive positions, and his ability to guide companies through periods of growth and development, make him a valued advisor and qualified to serve as a member of our Board. Mr. Sparks retired in January 2016 after a 32-year career in the energy industry. Prior to his retirement, he was Senior Vice President of Resource Development for Energen Resources Corporation (NYSE: EGN) ("Energen"), holding various positions with Energen since 1989, including Senior Vice President of Operations from 2006 until 2012. During his 27 years at Energen, Mr. Sparks helped Energen grow from a small, regulated utility to a top 20 independent oil and gas exploration and production company in the U.S. Mr. Sparks was responsible for the forward-looking strategy and implementation of valuing and developing the assets of Energen. Prior to joining Energen, Mr. Sparks worked with Amoco Corporation, a global chemical and oil company in Texas and Louisiana. Mr. Sparks has been active in a number of organizations. He is the former Chairman of the New Mexico Oil and Gas Association, past advisor to the Gas Research Institute, a former board member of the Independent Petroleum Association of America, and past officer of the Society of Petroleum Engineers. He has authored a number of peer-reviewed publications and holds a patent in oil and gas technology. Mr. Sparks is a 1984 graduate of Mississippi State University with a degree in Petroleum Engineering. He is also a Bagley College of Engineering Distinguished Fellow and a member of the College’s Advisory Board. | | Michael G. Stewart Director since: 2016 Lead Independent Director Age: 69 Committees: Compensation Environmental and Social Ethics, Nominating and Corporate Governance | The Board believes that Mr. Stewart’s legal background, and his extensive knowledge of healthcare, legal, and corporate governance and addressing various healthcare issues, make him a valued advisor and highly qualified to serve as a member of our Board. Mr. Stewart is presently a private investor. He served as Executive Vice President, General Counsel and Secretary of the Company from 2005 – 2010. Mr. Stewart formerly worked with law firms Berkowitz, Lefkovits, Isom & Kushner (now Baker Donelson) and Constangy, Brooks & Smith, having a law practice that encompassed corporate, healthcare, litigation, employment, and labor. Mr. Stewart also served as Vice President and General Counsel of Complete Health Services, Inc. (later, United Healthcare of the South). Throughout his professional career, he has provided private consulting services to physician groups and other healthcare providers. Mr. Stewart is the author of four novels that have been published by G.P. Putnam’s Sons and Random House. He is a graduate of Auburn University with a B.S. degree in Business Administration with an emphasis in Information Systems and received his Juris Doctorate degree from the Cumberland School of Law at Samford University. |

  9. Director Nominees at a Glance

    | C. Reynolds Thompson, III Director since: 2016 Independent Director Age: 62 Committees: Compensation (Chair) Audit Investment | The Board believes that Mr. Thompson’s significant executive experience, and his deep understanding of all aspects of REITs, make him a valued advisor and well qualified to serve as a member of our Board. Mr. Thompson has served as CEO of the Propst Companies ("Propst") since July 2023. Propst is a privately held family investment company headquartered in Huntsville, Alabama with offices in Birmingham, Alabama and Nashville, Tennessee. Propst actively invests in commercial real estate, residential real estate and manufacturing businesses. Prior to Propst, Mr. Thompson served as Chairman and Chief Investment Officer of Select Strategies Realty of Cincinnati (“Select”), a privately held real estate investment company that specializes in the development, acquisition, management, and leasing of retail and mixed-use real estate in Midwestern and Southeastern U.S. since 2014. Select has sponsored retail investments in excess of $400 million and has provided management and leasing services for over five million retail square feet. Founded in 2005, the firm has seven offices along with its Cincinnati headquarters. The company manages and leases retail assets in nine states as well as office and multifamily assets in Ohio and Kentucky. Prior to Select, Mr. Thompson was President and Chief Financial Officer (1997 – 2013) of Colonial Properties Trust ("Colonial"), a $4 billion publicly traded REIT with a portfolio of multifamily, office, retail, and mixed-use assets. During a 16-year career with Colonial, he also served as CEO, COO and CIO. He served on Colonial’s risk management committee and was part of reviewing and maintaining the Colonial’s business continuity plan. He has extensive public and private company management, operating and investment experience having raised $950 million in equity, $2.5 billion in debt and completed acquisitions totaling over $3 billion. Prior to Colonial, Mr. Thompson worked in acquisitions and due diligence for Carr America Realty Corporation, a then publicly traded REIT. Mr. Thompson began his career as a commercial lending officer at SunTrust Bank (now Truist Bank). Mr. Thompson is a member of the Board of Visitors of the Culverhouse College of Business at the University of Alabama. He previously served on the Board of Governors of Nareit, and the board of directors of the Birmingham Business Alliance and United Way of Central Alabama. Mr. Thompson holds a B.S. degree with Special Attainments in Commerce from Washington and Lee University. |

  10. Director Nominees at a Glance

    Governance Information Regarding Our Board of Directors

  11. Annual Election of Directors

    Annual Election of Directors Our Board members stand for election each year. They serve until the next annual meeting of stockholders or until their respective successors are elected and qualify, subject to their prior resignation, retirement, death, disqualification, or removal from office. We do not have a classified board and our charter bars us, absent the approval of our stockholders, from adopting MUTA, which, among other things, permits the board of directors of a Maryland corporation to classify itself without a stockholder vote. We maintain a majority vote standard and director resignation policy for uncontested director elections.

  12. 2024 Compensation Highlights

    | Our 2024 compensation plan continues to emphasize a pay-for-performance structure that rewards achievement consistent with our annual and long-term corporate strategies. Other elements of our executive compensation program include: | | | | ◆ | Stockholder Engagement: We contacted the Company’s top 50 stockholders (approximately 60% of total outstanding shares) seeking individual meetings with members of our Compensation Committee (without the presence of our CEO or CFO). Our outreach resulted in meetings with stockholders representing 42% of the Company's stockholders, and we summarize their comments beginning on page 18 of this Proxy Statement. | | | ◆ | Actual Realized Compensation: In 2024, our CEO and CFO actually realized less than one-half of the total compensation reported in the Summary Compensation Table for 2024 because no portion of the performance-based awards granted in 2024, which require that we achieve at least a 67% increase in our stock price in order for the first level of achievement to be met, was earned. The 2024 compensation program was purposefully designed to fully compensate our executives only if our stockholders benefited from substantial increases in our share value. CEO compensation was further limited by an overall 8% reduction in Summary Compensation Table total and no increase in base salary for the sixth straight year. | | | ◆ | Rigorous Bonus and Performance Hurdles: In addition to the 67% stock price performance hurdles applicable to the performance-based equity awards granted to our CEO and CFO in 2024, the Company dramatically revised the performance metrics for our annual bonus plan to reflect the near-term strategies designed to re-tenant facilities previously leased to bankrupt tenants, strengthen our balance sheet, profitably monetize select assets, reduce our debt and extend maturities, lower our cost of and expand our access to capital, and improve organization-related measures. | |

  13. 2024 CEO Actual Realized Compensation

    2024 CEO Actual Realized Compensation We believe in paying for performance and aligning our NEOs’ interests with those of our stockholders by tying a significant portion of our NEOs’ compensation to our long-term financial and growth objectives. A decline in our stock price during the fiscal years 2023 and 2024 has correspondingly decreased the value of the long-term equity compensation previously granted to our executives, with approximately 81% of our CEO’s target compensation delivered in the form of equity-based awards. To assist stockholders in understanding the compensation arrangement for our CEO, we have introduced a supplemental compensation disclosure, "Actual Realized Compensation", to provide a clearer and more transparent view of executive pay. Unlike the Summary Compensation Table methodology, which includes grant-date fair values of equity awards that do not reflect actual earned value, Actual Realized Compensation captures only amounts realized by executives in a given measurement period. Actual Realized Compensation includes base salary paid during the measurement period, cash bonus earned during the measurement period, and the value of equity awards that actually vested during the measurement period, reflecting their actual worth at the time of realization. By using this approach, stockholders can see what our executives actually earned during each fiscal year. As a result, we believe stockholders gain a more complete picture of the relationship between executive pay and Company performance. The following table captures amounts actually received by our CEO in a given measurement period, unlike the Summary Compensation Table which includes $8.9 million to our CEO that is unearned (grant date fair value of the 2024 Stock Price Performance Award).

  14. 2024 CEO Actual Realized Compensation

    | | 2024 | 2023 | 2022 | | | ($) | ($) | ($) | | Base Salary | 1,000,000 | 1,000,000 | 1,000,000 | | Bonus & Non-Equity Incentive Plan Compensation | 2,556,599 | 2,800,000 | 2,500,000 | | Total Cash Compensation | 3,556,599 | 3,800,000 | 3,500,000 | | Value Realized on Vesting: Time Based Equity | 2,033,842 | 2,015,336 | 4,599,819 | | Value Realized on Vesting: Performance Based Equity (1/1)(1) | 177,062 | 2,922,364 | 5,279,001 | | Total Value Realized on Equity Vesting | 2,210,904 | 4,937,700 | 9,878,820 | | Total Actual Realized Compensation(2) | 5,767,503 | 8,737,700 | 13,378,820 | | Comparison to Summary Compensation Table | | | | | Summary Compensation Table Total | 16,388,255 | 17,854,051 | 16,025,513 | | ($) Difference | (10,620,752) | (9,116,351) | (2,646,693) | | Percentage Decrease Compared to Summary Compensation Table | 65% | 51% | 17% |

  15. Successful Execution of Strategic Plan

    Over the past two years the Company has received lower Say-On-Pay support than in prior years. While the structure of our compensation program has remained the same over the past several years, the results of the compensation program have varied greatly depending on our performance, which aligns directly with stockholders. Please refer to our supplemental metric “Actual Realized Compensation” on page 16 when reviewing our CEO’s compensation. In response to the lower level of Say-On-Pay support and stockholder feedback, we made adjustments to our 2024 executive compensation program, including a redesign of our annual long-term incentive plan awards for our CEO and CFO, which includes performance based equity awards that are earned solely based on the achievement of rigorous stock price goals in order to provide direct alignment with our stockholders. The Company's SVPs also received similar awards in 2023 with the same stock price targets. Additionally, we have made strides in our stockholder outreach, further detailed below.

  16. Successful Execution of Strategic Plan

    | What We Heard During Late 2024 & Early 2025: | Highlights from MPT’s Program and Disclosure: | | Stockholders want to understand alignment of compensation programs with Company performance and stock price | Introduction of Actual Realized Compensation as a supplemental compensation measure, as further explained on page 16 | | Stockholders want to ensure that qualitative portions of executive compensation are based on criteria that can be measured | All variable compensation for our CEO and CFO is based on detailed metrics tied to our business plan. In 2024, we have refined our bonus metrics such that all categories are based on specific criteria and expanded our disclosure of how these metrics are determined. See page 25 for more detail | | Some members of the Company's prior proxy peer group were outsized | Redefined our peer group to account for relative size changes and eliminate outsized companies. See page 21 for more details | | Stockholders would like increased disclosure of stockholder engagement | Added robust explanation of our stockholder engagement efforts | | Stockholders believe that the majority of compensation should be performance-based | Our CEO's performance-based shares have always represented a significant portion of his compensation. In 2024, 70% of Mr. Aldag's compensation was at-risk/variable | | Stockholders value simplicity in long-term performance metrics | The Company changed its long-term performance metrics for NEOs. Previously, the Company used operating metrics in its long-term equity awards, but in 2024, we simplified by using rigorous stock price appreciation targets only. These targets require at least 67% stock price appreciation over the grant date price for the first level of achievement to be met | | Stockholders do not like to see one-time or special equity awards granted to executives | In 2024, there were no special equity awards or one-time awards granted to our NEOs. In 2024, our CEO and CFO were awarded one normal course performance-based equity award |

  17. Our Executive Compensation Process

    | Compensation Committee | Compensation Consultant | Management | | Provides independent oversight and approval with respect to executive compensation matters | Provides guidance to the Compensation Committee throughout the year on compensation matters, including benchmarking for pay levels, pay practices and governance trends | Provides additional information as requested by the Compensation Committee | | Assesses corporate and individual performance as it relates to actual compensation for our NEOs | Assists with peer group selection and analysis | CEO provides input on individual performance for other NEOs and achievements relating to strategic, non-financial business goals | | Administers our equity incentive programs, including reviewing and approving equity grants to our NEOs | Reviews and advises on recommendations, plan design and measures | |

  18. Role of the Compensation Committee

    | ◆ | Reviewing and approving, on an annual basis, the corporate incentive goals and objectives relevant to the annual cash bonus plan and performance-based shares | | ◆ | Evaluating the performance of our CEO and CFO in light of these goals and objectives | | ◆ | Evaluating the competitiveness of each executive officer’s total compensation package relative to what other publicly traded and private equity-backed real estate investors may offer | | ◆ | Approving any changes to our CEO's and CFO's total compensation package, including, but not limited to, base salary, annual and long-term incentive award opportunities and payouts, and retention programs. |

  19. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee recognizes that it is essential to receive objective advice from its outside compensation consultant and, in 2024, the Compensation Committee retained Gressle & McGinley, a nationally recognized compensation consulting firm. The Compensation Consultant was engaged by and reports directly to the Compensation Committee. Upon the request of the Compensation Committee, a representative of Gressle & McGinley attended meetings of the Compensation Committee and communicated with the Chairman of the Compensation Committee between meetings; however, the Compensation Committee makes all decisions regarding the compensation of our CEO and CFO. The Compensation Consultant provides various executive compensation services to the Compensation Committee. Generally, these services include, among others, (i) advising the Compensation Committee on the principal aspects of our executive compensation program and director compensation program and evolving industry practices; (ii) presenting information to assist the Compensation Committee in determining the appropriate peer group to be used to evaluate the competitiveness of our compensation program; (iii) providing market information and analysis regarding the competitiveness of our program design and our award values in relationship to our performance; and (iv) preparing recommendations based on the Company’s performance, current market trends and corporate governance developments. The Compensation Committee has determined, based on a review of relevant factors, that Gressle & McGinley is independent and that their work has not raised any conflict of interests. The Compensation Committee also closely examines the safeguards and steps that Gressle & McGinley takes to ensure that its executive compensation consulting services are objective. Other than advising the Compensation Committee as described above, Gressle & McGinley did not provide any other services to the Company in 2024.

  20. Use of Peer Group Data

    Use of Peer Group Data We use peer group data to ensure that our compensation program remains both appropriate and competitive in relation to those companies with whom we most directly compete for talent and business opportunities, among other things. Constructing an appropriate peer group requires various considerations as no single company or industry fully captures the scope of our operations. In particular, the complexities faced by our Company as a result of our global operations and the expertise required of our executives given our specialized assets presents a unique challenge in developing an appropriate peer group. Beginning in 2020, we refined our peer group identification methodology to include only REITs, with a focus on strategic peers that better reflect the uniqueness of our business, growth initiatives and global operations. On an annual basis, we review our peer group to ensure the overall composition reflects an appropriate competitor set. Accordingly, we reviewed our peer group based on the following general criteria:

  21. Use of Peer Group Data

    | ◆ | Continuity: Sensitivity to peer group continuity to ensure that peer group results are comparable year-over-year and are not arbitrarily adjusted for short-term changes in peer dynamics. | | ◆ | Size: REITs within an appropriate size range relative to our Company, in terms of total capitalization and ensuring the Company is at the approximate median or above the overall peer set. For 2024, the size range was approximately 0.3x to 3.0x our total capitalization. | | ◆ | Global: Companies with a global presence that reflect the same complexities faced by our global operations and challenges associated with operating on an international scale | | ◆ | Healthcare Expertise: REITs that primarily invest in medical properties and/or healthcare assets whose executives require expertise in the healthcare/medical sector | | ◆ | Specialized REITs: REITs with specialized assets that require executives to have knowledge of the underlying operations of their tenants | | ◆ | Net Lease REITs: REITs with a significant portion of properties leased on a triple-net basis. |

  22. 2024 Peer Group Adjustments

    2024 Peer Group Adjustments As part of our ongoing commitment to aligning executive compensation with stockholder interests and industry best practices, the Compensation Committee conducts an annual review of our peer group to ensure it remains an appropriate benchmark for evaluating performance and pay practices. In this year’s review, the Committee determined that adjustments were necessary to better reflect the Company’s current market position. Given broader market dynamics and our stock performance over the past year, some companies in our prior peer group had grown significantly larger than our own total capitalization. To maintain a peer group that is both relevant and meaningful, we have refined our peer group to exclude companies that are significantly larger than us and include companies that more closely align with our size and industry position today. This updated peer group allows us to more accurately assess our performance and compensation structure relative to similarly situated companies, ensuring our executive pay remains competitive while reinforcing pay-for-performance principles.

  23. 2024 Peer Group Adjustments

    | Companies Removed: | Companies Added: | | Welltower, Inc. | W. P. Carey, Inc. | | Iron Mountain, Inc. | | | SBA Communications Corp | |

  24. 2024 Peer Group Adjustments

    During 2024, the Compensation Committee utilized peer group compensation data to understand the Company’s pay levels and structure as compared to the market. Although the Compensation Committee does not adhere to a specific formula nor does it target a certain percentile of compensation, we believe it is important to understand the competitive landscape to effectively assess the CEO and CFO's total compensation opportunity, pay mix and overall governance and market trends. We strive to ensure that our compensation program and opportunities remain equitable and competitive, while also considering factors such as size, scope of operations, and our relative performance, as appropriate.

  25. 2024 Executive Compensation Peer Group

    2024 Executive Compensation Peer Group The approved peer group for 2024 includes the following companies:

  26. 2024 Executive Compensation Peer Group

    | Company | Total Capitalization(1) ($) | Industry | Size | Global | Healthcare Expertise | Specialized REIT | Net Lease REIT | | Alexandria Real Estate Equities, Inc. | 34,311 | Healthcare REIT | X | X | X | X | X | | BXP, Inc. | 29,837 | Office REIT | X | | | X | | | Douglas Emmett, Inc. | 9,578 | Office REIT | X | | | X | | | Gaming and Leisure Properties, Inc. | 20,761 | Specialty REIT | X | | | X | X | | Healthcare Realty Trust Incorporated | 11,315 | Healthcare REIT | X | | X | | X | | Healthpeak Properties, Inc. | 23,553 | Healthcare REIT | X | X | X | X | X | | Hudson Pacific Properties, Inc. | 5,654 | Office REIT | X | X | | X | | | JBG SMITH Properties | 4,303 | Office REIT | X | | | X | | | Kilroy Realty Corporation | 9,508 | Office REIT | X | | | X | | | Medical Properties Trust, Inc. | 11,314 | Healthcare REIT | X | X | X | X | X | | Omega Healthcare Investors, Inc. | 14,941 | Healthcare REIT | X | X | X | | X | | SL Green Realty Corp. | 10,113 | Office REIT | X | X | | X | | | Ventas, Inc. | 37,884 | Healthcare REIT | | X | X | | X | | Vornado Realty Trust | 18,396 | Office REIT | X | | | X | | | W. P. Carey Inc. | 19,085 | Diversified REIT | X | X | | | X |

  27. 2024 Executive Compensation Peer Group

    All financial data in $ millions per S&P Capital IQ Pro as of December 31, 2024. Compensation Program Features The following chart provides an overview of the components of our 2024 executive compensation program, including the objective of each component and how it ties to our overall compensation philosophy, which can be summarized in the following key categories:

  28. 2024 Executive Compensation Peer Group

    | | Retention | | Provide Competitive Pay Opportunities | | | Motivate Execution of Business Strategy | | Balance Short-Term and Long-Term Performance | | | Alignment with Stockholders | | Drive Performance Through Rigorous Performance Goals |

  29. 2024 Executive Compensation Peer Group

    | Element | Description | | Objective | Pay Philosophy Element | | Base Salary | Based on duties, experience, and peer group base pay levels | | Provides a fixed level of cash compensation to attract and retain talented executives | | | Annual Cash Bonus(1) | 50% | Leverage and Maturities | Aligns our executives with near-term financial goals and strategic priorities, which for 2024 included reduction of net debt and reducing near-term maturities | | | | 15% | Reduction of Operating Expenses ("OpEx") compared to FY 2022 | After executing strategic asset sales, we are focused on OpEx reduction to align our cost structure with our streamlined portfolio. This approach enhances efficiency and profitability | | | | 15% | Tenant-Related Objectives | Encourages NEOs to focus on resolving tenant-related issues quickly and effectively | | | | 20% | Corporate Related Objectives | Specific focus areas for this category include building the next tier of leadership, stockholder outreach, forming strategic relationships, and ESG initiatives | | | Time-Based Shares | Vest ratably over 3 years | | Promotes retention and aligns executives with stockholders | | | Performance-Based Equity Awards(2) | Share Price Appreciation | | Prioritizes tangible returns to stockholders. The Company's share price must appreciate by at least 67% before the CEO and CFO are eligible to earn any cash-settled restricted stock units (this would result in at least $1.7 billion in stockholder value creation from the grant date) | |

  30. Annual Cash Bonus Plan

    Annual Cash Bonus Plan

  31. Annual Cash Bonus Opportunities

    Annual Cash Bonus Opportunities For 2024, cash bonus opportunities for our NEOs as a percentage of base salary were as follows:

  32. Annual Cash Bonus Opportunities

    | Named Executive Officer | Threshold | Target | Maximum | | Edward K. Aldag, Jr. | 100% | 200% | 300% | | R. Steven Hamner | 100% | 150% | 225% | | J. Kevin Hanna(1) | | Not Applicable | | | Rosa H. Hooper(1) | | Not Applicable | | | Larry H. Portal(1) | | Not Applicable | |

  33. Annual Cash Bonus Opportunities

    Mr. Hanna, Ms. Hooper and Mr. Portal’s 2024 bonuses were not targeted at a particular dollar value or percentage of base salary. The actual 2024 bonuses for Mr. Hanna, Ms. Hooper and Mr. Portal were determined based on a holistic review of their performance.

  34. Annual Cash Bonus Plan Metrics

    Annual Cash Bonus Plan Metrics The cash bonus plan metrics are reviewed annually by the Compensation Committee to ensure continued alignment with our strategic goals for the upcoming year. These goals are critical to our long-term success and are designed to be challenging and rigorous to ensure that we remain focused on differentiated growth and our overall business strategy.

  35. Annual Cash Bonus Plan Metrics

    | Continuous Improvement: In 2024, the Compensation Committee created new bonus categories to provide more transparent disclosure to our stockholders on our achievements. |

  36. Annual Cash Bonus Plan Metrics

    In 2024, the Compensation Committee approved the addition of supplemental performance measures to the cash bonus plan for Mr. Aldag and Mr. Hamner in order to incentivize exceptional performance. If the supplemental performance level was achieved for a particular performance metric, an additional 5% would be added to the weighting for that metric. However, under no circumstances could the executives have earned greater than the maximum payout of 300% and 225% of base salary for Mr. Aldag and Mr. Hamner, respectively. Because Mr. Aldag and Mr. Hamner achieved more than the Supplemental Performance targets for Reduction of Net Debt and Reduction of OpEx Compared to FY 2022, the weightings of these categories were increased to 30% and 20%, respectively. Based upon achievement of the performance metrics as set forth below, the annual cash bonuses for Mr. Aldag and Mr. Hamner were earned at 128% and 132% of target, respectively. The 2024 cash bonus plan metrics that applied to Mr. Aldag and Mr. Hamner are set forth in the following chart:

  37. Annual Cash Bonus Plan Metrics

    | Performance Metric ($mm) | Weighting | Threshold | Target | Maximum | Supplemental Performance | 2024 Achievement | | Leverage: Reduction of Net Debt(1) Encourages focus on maintaining a healthy balance sheet and leverage ratios | 25% | $500 | $750 | $1,000 | $1,250 | $1,301 | | Targets consistent with the Company’s 2024 strategic plan | | | | | | Supplemental Performance | | Leverage: Remaining Near Term Maturities(1) Encourages disciplined capital allocation with the goal of creating a flexible balance sheet. | 25% | $1,700 | $1,350 | $1,000 | $650 | $1,690 | | Targets determined based on rigorous goals for remaining maturities for the two years after December 31, 2024. The achievement did not consider the refinancing transaction which occurred in early 2025 | | | | | | Threshold / Target | | Corporate Goals: Reduction of OpEx Compared to FY 2022(1) Encourages management to reduce corporate spending as compared to FY 2022, which is the baseline for the OpEx reduction initiative we began in 2023 | 15% | 4% | 6% | 8% | 10% | 11.80% | | Targets consistent with the Company’s 2024 strategic plan | | | | | | Supplemental Performance | | Tenant Related Objectives(1) Creates incentive to resolve tenant matters in a timely manner | 15% | - Successful re-tenanting or sale of 50% of Steward facilities - Reduce Steward concentration to 12% of total assets - Receive minimum proceeds from PHP Holdings - Resolve Connecticut sale | | | Exceed Stated Goals | Target(2) | | Targets consistent with the Company’s 2024 strategic plan | | | | | | | | Corporate Related Objectives Represents indicators of the executive’s success in fulfilling his or her responsibilities to the Company | 20% | - Building Next Tier of Leadership - Enhance Stockholder Outreach - Forming Strategic Relationships - ESG | | | NA | Target / Maximum(2) | | Targets consistent with the Company’s 2024 strategic plan. See below for additional detail on the Compensation Committee’s review of qualitative performance. | | | | | | |

  38. Annual Cash Bonus Plan Metrics

    The Compensation Committee considered all information that was known as of December 31, 2024, to determine the achievement of the quantitative categories. This includes planned borrowings on the revolver to address near-term maturities and expected proceeds from binding transactions. (1) Reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table on page 32. See the following page for more detail on the 2024 achievements.

  39. How We Determined Tenant Related Objectives Achievement for the Annual Cash Bonus Plan

    How We Determined Tenant Related Objectives Achievement for the Annual Cash Bonus Plan The Compensation Committee assessed all Tenant Related Objectives as they related to Mr. Aldag and Mr. Hamner, which accounts for 15% of their overall target bonus. The Compensation Committee identified the following factors as the most important for determining achievement at the target level: the re-tenanting or sale of Steward facilities exceeded goal of 50% (almost 100%) and (ii) the reduction of Steward concentration exceeded the goal of 12% (reduced to 0%); however the Company did not receive any proceeds from PHP Holdings and the Connecticut sale did not occur.

  40. How We Determined Corporate Related Objectives Achievement for the Annual Cash Bonus Plan

    How We Determined Corporate Related Objectives Achievement for the Annual Cash Bonus Plan The Compensation Committee assessed all Corporate-Related Objectives as they related to Mr. Aldag and Mr. Hamner, which accounts for 20% of their overall target bonus. The Compensation Committee performed an item-by-item review of the Company’s accomplishments across the four qualitative categories and determined that our CEO and CFO had earned the maximum value for ESG and forming strategic relationships and had earned the target value for stockholder engagement and developing the next tier of leadership. The following is a non-exhaustive list of accomplishments that the Compensation Committee considered for each category:

  41. How We Determined Corporate Related Objectives Achievement for the Annual Cash Bonus Plan

    | ◆ | Building Next Tier of Leadership | One employee was promoted to Senior Vice President and 12 mid-level managers were promoted. | | ◆ | Forming Strategic Relationships | In April 2024, the Company sold its interests in five Utah hospitals to a newly formed joint venture with an investment fund affiliated with a leading multi-strategy, multi-billion dollar institutional asset manager with a proven track record in real estate investments. In May 2024, the Company completed an approximately $800M non-recourse, secured loan from Song Capital backed by certain UK properties. Song Capital is a European capital advisory firm whose personnel have been instrumental in other deals the Company has done in Europe. | | ◆ | ESG | Significant progress was made in the completion of the Company's GRESB Real Estate Assessment. Also increased percentage of green leases. | | ◆ | Stockholder Outreach | Management made a refreshed and concerted effort to contact the Company's top 50 stockholders and had discussions with stockholders representing 42% of the Company's stockholders. |

  42. How We Determined Bonuses for Other NEOs

    How We Determined Bonuses for Other NEOs The annual cash bonuses for Mr. Hanna, Ms. Hooper and Mr. Portal were determined based on the CEO’s evaluation of the individual’s performance. Because each SVP is responsible for different aspects of our business, we have not applied a one-size-fits-all bonus program to them. Instead, our CEO considers each SVP’s contributions to the Company, both with regard to their individual roles and to the Company’s overall goals. This performance, along with the dynamics of each SVP’s local market, informs the CEO’s judgment for bonus payments. Based on the above and the 2024 performance highlights previously discussed under “2024 Performance Highlights”, the overall cash bonus amounts are as follows:

  43. How We Determined Bonuses for Other NEOs

    | Named Executive Officer | 2024 Earned Bonus ($) | | Edward K. Aldag, Jr. | 2,556,599 | | R. Steven Hamner | 1,335,352 | | J. Kevin Hanna | 600,000 | | Rosa H. Hooper | 350,000 | | Larry H. Portal | 1,000,000 |

  44. 2024 Annual Equity Awards

    2024 Annual Equity Awards We use a balanced approach to equity compensation and grant a combination of both time-based shares and performance-based equity awards, with the majority of the awards for our CEO (approximately 70%) vesting contingent on performance and 100% at risk. The time-based portion of the award is intended to promote retention, while also subjecting our executives to the same market fluctuations faced by our stockholders. In 2024, our NEOs were granted time-based restricted shares that vest in equal quarterly installments over three years with the following values:

  45. 2024 Annual Equity Awards

    | Named Executive Officer | Target Value of Time-Based Shares 2024(1) ($) | | Edward K. Aldag, Jr. | 3,650,000 | | R. Steven Hamner | 1,825,000 | | J. Kevin Hanna | — | | Rosa H. Hooper | — | | Larry H. Portal | — | | Larry H. Portal | |

  46. 2024 Annual Equity Awards

    (1) The grant date fair values, computed in accordance with ASC 718, were $3,815,910 and $1,907,955 for Mr. Aldag and Mr. Hamner, respectively. Performance-based restricted stock units are designed to incentivize performance in both the long-run and short-run. The 2024 annual performance-based restricted stock unit awards (“2024 Stock Price Performance Awards”) are earned only if we achieve aggressive stock price hurdles during the four-year performance period ending on December 31, 2027 based on a trailing 20-trading day average closing price of the Company’s common stock; provided, however, following the end of such four-year performance period, the number of restricted stock units earned will be determined based on the highest average closing price of the Company’s common stock during any trailing 20-day period in the performance period and achievement of performance between the specific stock price hurdles will be determined using straight line linear interpolation. These awards were not earned or otherwise realized by our NEOs in 2024 and no units are eligible to be earned until and unless MPT’s share price achieves at least a 67% increase (or $7.00 per share) from the grant date price, reflecting approximately $1.7 billion in stockholder value creation. The following chart provides the target value of performance-based restricted stock units granted to our NEOs in 2024:

  47. 2024 Annual Equity Awards

    | Named Executive Officer | Target Value of Performance-Based Shares 2024(1) ($) | | Edward K. Aldag, Jr. | 8,856,000 | | R. Steven Hamner | 4,428,000 | | J. Kevin Hanna | — | | Rosa H. Hooper | — | | Larry H. Portal | — |

  48. 2024 Annual Equity Awards

    The grant date fair values, computed in accordance with ASC 718, were $8,874,000 and $4,437,000 for Mr. Aldag and Mr. Hamner, respectively. To more closely align executive compensation with stockholder interests, the 2024 Stock Price Performance Awards are eligible to be earned based on the achievement of the stock price hurdles set forth in the table below over the four-year performance period ending on December 31, 2027.

  49. 2024 Annual Equity Awards

    | | Stock Price Hurdles | | Target (100%) | $7.00 (67% increase over the grant date stock price) | | Stretch (200%) | $8.50 (103% increase over the grant date stock price) | | Maximum (300%) | $10.00 (139% increase over the grant date stock price) |

  50. 2024 Annual Equity Awards

    Any earned restricted stock units will vest in equal quarterly installments over one year from the date the Compensation Committee certifies achievement of the applicable stock price appreciation hurdles, subject to the grantee's continued employment through such date, provided that all unvested but earned restricted stock units will vest in full on the date that the Compensation Committee makes the final determination regarding achievement of the performance metrics following the end of the four-year performance period. For the 2024 Stock Price Performance Award, each earned restricted stock unit will be settled in cash based on the average closing price of the Company’s common stock on the five trading days ending on the vesting date.

  51. How We Determine Annual Equity Awards

    How We Determine Annual Equity Awards Equity compensation is a critical component of our NEOs' compensation program that directly aligns our NEOs’ long-term interests with our stockholders and provides additional retention for our NEOs. Annual grants to Messrs. Aldag and Hamner were approved in March 2024. The Company considers many factors when determining the size and terms of equity awards, one of the most important being that our NEOs are incentivized to execute on our stated strategy. Notably, in 2024 the Compensation Committee approved the 2024 Stock Price Performance Awards to our CEO and CFO, which require the Company’s stock price to grow by a minimum of 67% in order for any portion of these Awards to be earned and by 139% for the maximum number of restricted stock units to be earned. In discussions with stockholders, many have expressed support for equity awards tied to stock price appreciation. Additional factors include the following:

  52. How We Determine Annual Equity Awards

    | ◆ | Stockholder Alignment. NEOs should experience the same financial impact as our stockholders. | | ◆ | Retention and Competition for Talent. Maintaining market compensation to retain key leaders, which includes a review of market compensation based on a peer group that is reviewed and approved by the Compensation Committee each year for our CEO and CFO. | | ◆ | Management’s Skill and Proven Track Record. Our NEOs’ have a proven track record of navigating and executing complex transactions. They have a unique ability to pivot and execute new business plans as demonstrated in 2024 by the reduction in our debt year over year. While 2024 was a challenging year, the Company relied on our NEOs' diverse skill sets to navigate through those challenges, including the complex Steward bankruptcy, which was successfully resolved. | | ◆ | Historical Performance. Our unique portfolio of valuable healthcare infrastructure assets has delivered $5.1 billion in dividends to stockholders since our IPO. |

  53. How We Determine Annual Equity Awards

    In late 2023, the Company's SVPs were awarded the 2023 Stock Price Performance Awards which have the same hurdles as the awards granted to our CEO and CFO in 2024.

  54. Other Practices with Regard to Equity Awards and Purchases and Sales of Shares

    Other Practices with Regard to Equity Awards and Purchases and Sales of Shares The Compensation Committee determines the number of shares underlying grants of restricted stock awards and the executive officers who will receive such awards. It is the policy of the Board and the Compensation Committee to not take material nonpublic information into account when determining the timing of equity awards. Similarly, it is our practice not to time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. All of our employees (including our NEOs) and directors must receive prior authorization for any purchase or sale of our common stock. We have never granted stock options to our NEOs, and we have not granted any stock options since those granted to our initial directors in 2004.

  55. Section 162(m) Policy

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation (3) ($) | All Other Compensation ($) | Total ($) | | Edward K. Aldag, Jr. | 2024 | 1,000,000 | 500,000 | 12,689,910 | 2,056,599 | 141,746(4) | 16,388,255 | | Chairman, President, and | 2023 | 1,000,000 | 400,000 | 13,940,389 | 2,400,000 | 113,662 | 17,854,051 | | Chief Executive Officer | 2022 | 1,000,000 | 600,000 | 12,380,300 | 1,900,000 | 145,213 | 16,025,513 | | R. Steven Hamner | 2024 | 675,000 | 253,125 | 6,344,955 | 1,082,227 | 51,207(5) | 8,406,514 | | Director, Executive Vice President | 2023 | 675,000 | 202,500 | 6,970,186 | 1,215,000 | 49,931 | 9,112,617 | | and Chief Financial Officer | 2022 | 675,000 | 303,750 | 6,190,172 | 961,875 | 32,974 | 8,163,771 | | J. Kevin Hanna | 2024 | 515,000 | 600,000 | — | — | 38,834(6) | 1,153,834 | | Senior Vice President, Controller | 2023 | 500,000 | 500,000 | 2,000,283 | — | 37,509 | 3,037,792 | | and Chief Accounting Officer | | | | | | | | | Rosa H. Hooper | 2024 | 428,995 | 350,000 | — | — | 18,704(7) | 797,699 | | Senior Vice President, Operations | 2023 | 416,500 | 345,000 | 1,813,638 | — | 26,743 | 2,601,881 | | and Secretary | | | | | | | | | Larry H. Portal | 2024 | 643,750 | 1,000,000 | — | — | 19,545(8) | 1,663,295 | | Senior Vice President, | 2023 | 625,000 | 850,000 | 2,000,283 | — | 18,773 | 3,494,056 | | Senior Advisor to the CEO | | | | | | | |

  56. Pay Versus Performance Table

    Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between “compensation actually paid” to our principal executive officer (“PEO”) and the other NEOs, calculated in accordance with Item 402(v) of Regulation S-K, and certain financial performance measures.

  57. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(2) ($) | Average Summary Compensation Table Total for non-PEO Named Executive Officers(1) ($) | Average Compensation Actually Paid to non-PEO Named Executive Officers(1)(2) ($) | Company TSR(3) ($) | Dow Jones U.S. Real Estate Health Care TSR(4) ($) | Net Income (Loss)(5) ($mm) | Stock Price(6) ($) | | 2024 | 16,388,255 | 17,144,799 | 3,005,335 | 2,801,115 | 28.07 | 120.49 | (2,410.3) | 3.95 | | 2023 | 17,854,051 | 1,210,213 | 6,165,180 | 2,417,281 | 31.62 | 93.29 | (556.5) | 4.91 | | 2022 | 16,025,513 | (8,729,616) | 6,192,126 | (4,100,450) | 63.54 | 81.93 | 902.6 | 11.14 | | 2021 | 17,036,629 | 33,684,966 | 7,148,640 | 13,836,026 | 124.60 | 104.84 | 656.0 | 23.63 | | 2020 | 16,857,637 | 28,218,059 | 7,468,721 | 12,540,993 | 109.05 | 90.20 | 431.5 | 21.79 |

  58. Pay Versus Performance Table

    (1) For fiscal years 2020, 2021, 2022, 2023, and 2024 our PEO was Edward K. Aldag, Jr., Chairman, President, and CEO. For fiscal years 2020, 2021, and 2022, our other NEOs were R. Steven Hamner, EVP and CFO, and Emmett E. McLean, EVP, COO and Secretary. For 2023, other NEOs were R. Steven Hamner, EVP and CFO; Emmett E. McLean, EVP, COO and Secretary; J. Kevin Hanna, SVP, Controller and Chief Accounting Officer; Rosa H. Hooper, SVP, Operations and Secretary; and Larry H. Portal, SVP, Senior Advisor to the CEO. For 2024, other NEOs were R. Steven Hamner, EVP and CFO; J. Kevin Hanna, SVP, Controller and Chief Accounting Officer; Rosa H. Hooper, SVP, Operations and Secretary; and Larry H. Portal, SVP, Senior Advisor to the CEO. (2) The amounts reported represent the “compensation actually paid”, computed in accordance with Item 402(v) of Regulation S-K, but do not reflect the actual amount of compensation earned by or paid in the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the amount reported in the “Total” column of the Summary Compensation Table for each year to calculate compensation actually paid:

  59. Pay Versus Performance Table

    | Adjustments to Determine Compensation “Actually Paid” for PEO (a) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation Table Total Compensation | 16,388,255 | 17,854,051 | 16,025,513 | 17,036,629 | 16,857,637 | | Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (12,689,910) | (13,940,389) | (12,380,300) | (12,928,532) | (12,732,033) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 13,152,863 | 6,591,933 | 8,396,220 | 24,565,926 | 20,856,417 | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | (702,208) | (7,976,051) | (20,548,139) | 4,166,464 | 3,013,007 | | Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 1,098,069 | 607,840 | 762,900 | 1,047,721 | 793,180 | | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Met During Fiscal Year | 19,429 | (348,168) | (985,810) | (203,242) | (570,149) | | Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | (121,699) | (1,579,003) | - | - | - | | Compensation Actually Paid | 17,144,799 | 1,210,213 | (8,729,616) | 33,684,966 | 28,218,059 |

  60. Pay Versus Performance Table

    | Adjustments to Determine Average Compensation “Actually Paid” for Non-PEOs Named Executive Officers (Average) (a) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation Table Total Compensation | 3,005,335 | 6,165,180 | 6,192,126 | 7,148,640 | 7,468,721 | | Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (1,586,239) | (4,707,529) | (4,531,857) | (5,249,546) | (5,552,149) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 1,644,108 | 1,879,478 | 3,039,094 | 9,729,908 | 9,116,553 | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | (387,310) | (938,459) | (8,678,809) | 1,874,864 | 1,423,515 | | Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 137,259 | 423,824 | 276,519 | 422,195 | 342,930 | | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Met During Fiscal Year | 4,210 | (413,639) | (397,523) | (90,035) | (258,577) | | Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | (16,248) | (178,397) | - | - | - | | Dividends Paid on Outstanding and Unvested Stock Awards | — | 186,823 | - | - | - | | Compensation Actually Paid | 2,801,115 | 2,417,281 | (4,100,450) | 13,836,026 | 12,540,993 |

  61. Pay Versus Performance Table

    (a) In making each of the adjustments, the “value” of an equity award is the fair value of the award on the applicable date determined in accordance with ASC 718 using the valuation assumptions we then used to calculate the fair value of our equity awards. The valuation methodology used to calculate fair values did not materially differ from that disclosed at the time of grant. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10-K each fiscal year and the footnotes to the Summary Compensation Table that appears in our annual Proxy Statement. (3) Company TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the price of our common stock at the end and the beginning of the measurement period. (4) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Dow Jones U.S. Real Estate Health Care Index, a published industry index. (5) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year as reported on our Annual Report on Form 10-K. (6) While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that stock price is the financial performance measure that, in the Company’s assessment, represents the most important financial performance measure that is not otherwise required to be disclosed in the Pay Versus Performance table used by the Company to link compensation actually paid to the Company’s NEOs, computed in accordance with Item 402(v) of Regulation S-K, for the most recently completed fiscal year, to Company performance. The Company utilizes stock price as a performance metric in the 2023 Stock Price Performance Awards and the 2024 Stock Price Performance Awards; stock price impacts the value of all equity awards granted to the NEOs.

  62. Relationship between Compensation Actually Paid and Financial Measures

    Relationship between Compensation Actually Paid and Financial Measures As described in more detail in the section “Compensation Discussion and Analysis”, our executive compensation program reflects a variable pay-for-performance philosophy. Our compensation program is designed to support our strategic business plan and motivate management to drive long-term value creation for our stockholders. The majority of our PEOs’ compensation is comprised of equity awards for which the value is directly tied to changes in stock price. Furthermore, the majority of our equity awards are tied to (1) rigorous performance hurdles, (2) total stockholder return and/or (3) stock price appreciation. As illustrated in the table and charts below, compensation actually paid to our NEOs generally aligns with our stock price performance and financial results as follows:

  63. Relationship between Compensation Actually Paid and Financial Measures

    | ◆ | In 2024, we continued to execute on our strategy and closed various asset sales which helped to pay down debt; however, our TSR declined year-over-year. | | ◆ | Our 2024 compensation actually paid to our CEO reflects an approximately $0.8 million increase from Summary Compensation Table amounts, driven primarily by a deceleration in stock price decline and the fair value of outstanding equity awards. Our CEO's Actual Realized Compensation was $11.4 million lower than compensation actually paid (see page 16 for detail of our CEO's Actual Realized Compensation calculation) |

  64. Relationship between Compensation Actually Paid and Financial Measures

    The following graphs further illustrate the alignment of our NEOs’ compensation actually paid relative to (i) our absolute TSR and the TSR of the Dow Jones U.S. Real Estate Health Care REIT Index, (ii) net income (loss), and (iii) stock price: Compensation Actually Paid and TSR Performance Compensation Actually Paid and Net Income (Loss) Compensation Actually Paid and Stock Price

  65. Equity Compensation Plan Information

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | G. Steven Dawson | 150,000 | 128,032 | - | 278,032 | | Caterina A. Mozingo | 145,000 | 128,032 | - | 273,032 | | Emily W. Murphy | 115,000 | 128,032 | - | 243,032 | | Elizabeth N. Pitman | 175,000 | 128,032 | - | 303,032 | | D. Paul Sparks, Jr. | 115,000 | 128,032 | - | 243,032 | | Michael G. Stewart | 165,000 | 128,032 | - | 293,032 | | C. Reynolds Thompson, III | 145,000 | 128,032 | - | 273,032 |