DEF 14A of Chiron Real Estate Inc., Apr 1, 2024

DEF 14A of Chiron Real Estate Inc.

Filed Apr 1, 2024 · FY20230001104659-24-041881

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS

  2. Directors and Executive Officers

    Directors and Executive Officers The following table provides information about the individuals nominated for election as directors at the Annual Meeting and our executive officers as of the date of this Proxy Statement.

  3. Directors and Executive Officers

    | Name | Age | Position | | Jeffrey Busch | 66 | Chairman of the Board, Chief Executive Officer and President | | Robert Kiernan | 58 | Chief Financial Officer and Treasurer | | Alfonzo Leon | 48 | Chief Investment Officer | | Danica Holley | 51 | Chief Operating Officer | | Jamie Barber | 47 | General Counsel and Secretary | | Henry Cole† | 79 | Director | | Matthew L. Cypher, Ph.D.† | 47 | Director | | Ronald Marston† | 81 | Director | | Zhang Huiqi | 34 | Director | | Lori Wittman† | 65 | Director | | Paula Crowley† | 69 | Director |

  4. Directors and Executive Officers

    | † This individual is independent in accordance with the listing standards of the New York Stock Exchange (“NYSE”). |

  5. Nominees for Election as Directors

    Nominees for Election as Directors The Board is currently comprised of seven directors and the Board has nominated each of the individuals named below for election to the Board to serve until the 2025 annual meeting of stockholders and until a successor is elected and qualifies. This section gives information about the nominees for election as directors: Mr. Jeffrey Busch, Mr. Henry Cole, Mr. Matthew L. Cypher, Ph.D., Mr. Ronald Marston, Ms. Zhang Huiqi, Ms. Lori Wittman and Ms. Paula Crowley. Our Nominating and Corporate Governance Committee has recommended that each of these nominees be elected to the Board to serve until the 2025 annual meeting of stockholders and until a successor is elected and qualifies. Each of the nominees has agreed to serve as a director if elected. The Board of Directors recommends a vote FOR the nominees (Proposal 1 on the proxy card).

  6. Biographical Information for Nominees for Director

    Biographical Information for Nominees for Director Jeffrey Busch. Director since September 2014. Mr. Busch has been an active investor in the real estate industry since 1985. Mr. Busch also has served as Chairman and President of our Company from August 2015 to present and has served as Chief Executive Officer of our Company since August 2017. His experience includes developing numerous properties in various asset classes, owning and managing real estate in several states, including rental housing, and a wide variety of commercial real estate. Since 2001, Mr. Busch has also served as President of Safe Blood International Foundation, where he oversees the establishment of medical facilities in 35 developing nations, funded by the CDC and USAID, Exxon Mobil, and the Gates Foundation. Mr. Busch has had presidential appointments in two presidential administrations, one in the Department of Housing and Urban Affairs and the other at the United Nations in Geneva, where he served as a United States delegate. Prior to the completion of the Company’s management internalization transaction on July 9, 2020 (the “Internalization”), pursuant to which the Company acquired all the outstanding shares of capital stock of Inter-American Group Holdings Inc. (“IAGH”), the parent company of Inter-American Management LLC, our former external advisor (“IAM”), Mr. Busch served as President of IAM, as well as a Director since 2013 and was an owner of 15% of the outstanding common stock of IAGH. Since October 2014, Mr. Busch has served as Chairman of the Board of American Housing REIT Inc., which was managed by IAM. Mr. Busch served as a director of American Pacific Bankcorp, Inc. (APB) through February 2020. Mr. Busch also serves as the Chairman of the Board of Directors of Theralink Technologies (OTC: THER) (“Theralink”), which was formerly known as OncBioMune Pharmaceuticals, Inc. and changed its name to Theralink after completing the purchase of the assets of Avant Diagnostics, Inc. (“Avant”), a cancer diagnostics company. Prior to the purchase of the assets of Avant by Theralink, Mr. Busch served as Chairman of the Board of Directors of Avant. Mr. Busch holds a B.A. from New York University in the Stern School of Business, a Masters of Public Administration from New York University, and a J.D. from Emory University. The Nominating and Corporate Governance Committee of our Board has concluded that Mr. Busch should serve as a director because of his significant experience with developing and managing real estate assets. Henry Cole. Lead Independent Director, director since August 2015, Chair of the Compensation Committee and member of the Audit Committee. In supporting the Company and its stockholders, Mr. Cole draws on over 40 years of successful executive management and implementation of health and medical programs involving innovations in technology, market development and service delivery. Mr. Cole serves as President of Global Development International, LLC, a position he has held since 2007. In this position he has provided development support, management and oversight for companies and varied program initiatives in medical and healthcare programs and products. This has included Instant Labs Medical Diagnostics, Inc. (molecular diagnostics, hospital based infections); MedPharm, Inc. (global and developing country hospital and clinic support); Global MD, Inc. (global physicians network); MPRC Group, LTD, Lebanon and US (medical equipment, medical system planning and support throughout the Middle East); Integrated Health Services LTD, India (health services planning for India); Karishma Health Care LTD, India (hospital medical systems software for India, US, Africa) and various others. Mr. Cole previously served from 2007-2010 as Vice President for Strategy at Camris International, Inc., with focus on technologies and services for infectious disease, for radiation diagnostics, and for pulmonary care. From 1981 to 2005 Mr. Cole served as President and Corporate Officer at Futures Group International and Futures Group Holdings. Under his direction, corporate programs expanded to offices in over 40 countries. At Futures, Mr. Cole oversaw programs that included policy, planning, services and facilities addressing public and private sector infectious disease response in over 35 countries. In addition, he was a founder and served as executive for a subsidiary for national health planning and services (Futures Group UK); for a subsidiary in US rehabilitation services providers (Futures Health Corps); and for a subsidiary in global medical equipment distribution (North Star Health). From 1971-1979 Mr. Cole was Director of Population Programs at the Center for Advanced Studies of General Electric. Earlier he served on the Faculty of Economics, Tulane University (1969 – 1972) and The US President’s Council of Economic Advisors as staff intern (1969 – 1970). Mr. Cole has served on the boards of numerous organizations. In addition to the Futures Group Holding company and the associated companies, Mr. Cole’s previous board positions have also included: the cancer diagnostics company, Avant to June 2020; The Millennium Project to 2006; the Futures Institute for Sustainable Development to 2009; The Foundation Against HIV and AIDS to 2011; Kids Save International to 2012; Triple Win International to 2013; and others. Mr. Cole holds a B.A. in Economics from Yale University and an MA as well as completed Ph.D. studies (ABD) in Political Economy, with written comprehensive exams and faculty oral exams completed, from The Johns Hopkins University. Mr. Cole has served as a corporate executive overseeing and supporting offices in over 40 countries, with in-depth experience beyond those as a corporate executive for multiple locations in the United States and Great Britain to include Egypt, Turkey, Ghana, Cameroon, Kenya, Sudan, Sahelian Africa, Haiti, Trinidad, Bahamas, Philippines, China, Indonesia, and India. Mr. Cole has a son who is a non-executive employee of the Company, performing operational management services for the Company. The Nominating and Corporate Governance Committee of our Board has concluded that Mr. Cole should serve as a director in recognition of his abilities to assist our Company in expanding its business and the contributions he can make to our strategic direction. The Nominating and Corporate Governance Committee of our Board also took into account that Mr. Cole is “independent” under SEC Rule 10A-3 and under Sections 303A.02 and 303A.07 of the listing standards of the NYSE and that his financial expertise qualifies him to serve on our Audit Committee.

  7. Biographical Information for Nominees for Director

    Matthew L. Cypher, Ph.D. Director since March 2016. In July 2012, Dr. Cypher joined the faculty at Georgetown University’s McDonough School of Business as the director of the Real Estate Finance Initiative (since April 2015, the Steers Center for Global Real Estate). He serves as the Atara Kaufman Professor of Real Estate and tailors coursework to teach the Four Quadrants of the real estate capital markets — public, private, debt and equity. From 2005 to 2012, he served as a director at Invesco Real Estate (“Invesco”) where he was responsible for oversight of the underwriting group, which acquired $10.2 billion worth of institutional real estate during his leadership tenure. Dr. Cypher personally underwrote $1.5 billion of acquisitions culminating with the purchase of 230 Park Avenue in New York, which Invesco acquired on behalf of its client capital in June 2011. He also oversaw the valuations group, which marked to market Invesco’s more than $13 billion North American portfolio and served as a member of the firm’s investment committee and investment strategy group. Dr. Cypher is currently the chief investment advisor and partner for the AM Group, a New York-based private equity real estate investor. He has held positions as an Adjunct Professor at Southern Methodist University and a Visiting Professor at University of Texas at Arlington. Dr. Cypher holds a B.S. from the Pennsylvania State University and a Masters and a Ph.D. from Texas A&M University. The Nominating and Corporate Governance Committee of our Board has concluded that Dr. Cypher should serve as a director because of his extensive knowledge in real estate. Ronald Marston. Director since August 2015. Mr. Marston has more than 40 years of experience in international healthcare and is known as an international authority on healthcare systems and trends. In 1973, Mr. Marston joined HCA International (now Health Care Corporation of America), a subsidiary of Hospital Corporation of America and was employed there through 1990. In 1980 he was promoted to CEO & Chairman of HCA United Kingdom. In 1987, he was promoted to President and CEO of HCA International with responsibility for all development and operations internationally. Under Mr. Marston’s leadership, HCA International grew to include 10 hospitals and seven nursing homes in the United Kingdom; 10 hospitals in Australia; five hospitals and 55 clinics in Central and South America; a management contract for the restructuring of the Singapore General Hospital; a commissioning and management contract for the King Fahad National Guard Hospital in Riyadh, Saudi Arabia; and the longest standing recruitment contract in Saudi Arabia. Hospital Corporation of America sold HCA International in 1989 after the company elected to go private. After the sale, Mr. Marston and his management team acquired certain assets and management contracts and he became the founder, Chairman, and CEO of the resulting privately held company, Health Care Corporation of America, doing business as HCCA International, where he was CEO and President, positions he held until 2010. He sold his interest in HCCA International in 2010 and then started two companies of his own, Southern Manor Living Centers LLC and HCCA Management Company. Mr. Marston was the founder and served as CEO of Southern Manor Living Centers LLC, three assisted living facilities in Tennessee (which he sold in November 2019), and HCCA Management Company, where he is Founder and CEO doing business in the international healthcare industry. Mr. Marston’s previous experience was with Vanderbilt University Medical Center (“Vanderbilt”) from 1968 to 1973. Prior to joining Vanderbilt, he was responsible for the training and administration of the 400 bed, Twelfth Evacuation Hospital located in Cu Chi, Republic of Vietnam and a graduate of the airborne school in Fort Benning, GA. Mr. Marston holds a B.A. from Tennessee Technological University; a Certificate in Healthcare Administration from the Academy of Health Service; and a Ph.D. in Management from California Western University. The Nominating and Corporate Governance Committee of our Board has concluded that Mr. Marston should serve as a director in recognition of his abilities to assist our Company in expanding its business and the contributions he can make to our strategic direction. Zhang Huiqi. Director since March 2016. Ms. Zhang is currently a Non-Executive Director of Xingye Wulian Service Group Co. Ltd., whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited (Stock Code:9916), and the supervisor for Henan Hongguang Real Estate Limited, a company primarily engaged in property development in China, and Henan Zensun Corporate Development Group Company Limited, a company mainly engaged in investment of city infrastructure and related public facilities, finance, commerce, tourism, culture, hotel and agriculture, as well as providing consulting services in investment management, asset management and business administration. She has held such supervisory position since January 2013 for Henan Hongguang Real Estate Limited and September 2013 for Henan Zensun Corporate Development Company Limited. Ms. Zhang also currently serves as a director and member of the Compensation Committee of Zensun Enterprises Limited. Prior to Heng Hongguang Real Estate Limited and Henan Zensun Corporate Development Company Limited, Ms. Zhang was a full-time student. Ms. Zhang graduated from the University College London and obtained a Master of Science in Project and Enterprise Management in 2015. She holds a Master of Science in Management from the University of Leicester (2013) and a Bachelor of Management in Business Administration (Information Management and Information Systems) from Beijing Forestry University (2011). The Nominating and Corporate Governance Committee of our Board has concluded that Ms. Zhang should serve as a director because of her knowledge in real estate and property development.

  8. Biographical Information for Nominees for Director

    Lori Wittman. Director since May 2018. Ms. Wittman has extensive experience in the real estate industry. Ms. Wittman is currently the Chief Financial Officer at Aventine Property Group (“Aventine”), a private real estate investment trust (“REIT”). Prior to joining Aventine in April 2023, Ms. Wittman served from November 2022 to April 2023 as Interim Chief Financial Officer for NetSTREIT Corp. (“NetSTREIT”), a publicly-traded REIT (NYSE: “NTST”). From February 2020 until its business combination in May 2021, Ms. Wittman was a senior advisor to Big Rock Partners Acquisition Corp. (“Big Rock Partners”) and from November 2017 until February 2020 was the Executive Vice President and Chief Financial Officer of Big Rock Partners. Big Rock Partners was a public “blank check” company. From August 2015 through August 2017, Ms. Wittman served as the Executive Vice President and Chief Financial Officer of Care Capital Properties, Inc. (“CCP”), a public REIT that was spun off in 2015 from Ventas, Inc. (“Ventas”), a publicly-held REIT that owns over 1,600 healthcare properties across the United States and Canada. CCP was a healthcare REIT with a diversified portfolio of triple-net leased properties focused on the post-acute sector. CCP was merged into Sabra Healthcare in August of 2017. Prior to serving at CCP, Ms. Wittman was the Senior Vice President of Capital Markets & Investor Relations for Ventas. During her tenure at Ventas, Ms. Wittman had oversight responsibilities for all capital market, investor relations and marketing activities and oversaw the corporate analyst team responsible for the corporate earnings model. From 2006 through 2011, Ms. Wittman was Chief Financial Officer & Managing Principal for Big Rock Partners, LLC, a real estate private equity firm focused on generating returns through development and redevelopment, where she led all capital markets, accounting and investor activities. Ms. Wittman has also served in various capacities for General Growth Properties, Heitman Financial and Homart Development Company, all entities involved in the investment and/or development of real estate. Ms. Wittman also served on the Board of Directors and as Head of the Audit Committee of Green Realty Trust, Inc. Until November 2020, Ms. Wittman served as a Director of IMH Financial (“IMH”), a member of IMH’s Audit Committee and as Chairperson of the Compensation Committee of IMH’s Board of Directors. In 2019, Ms. Wittman joined the boards of Freehold Properties and NetSTREIT, and she chaired the audit committees of both companies. In March of 2023, Ms. Wittman resigned from the Board of Directors of Freehold Properties. Ms. Wittman received her MBA with a concentration in Finance and Accounting from the University of Chicago, and her Masters in City Planning in Housing and Real Estate Finance from the University of Pennsylvania. In 2023, Ms. Wittman obtained a certificate from the NACD in cybersecurity. The Nominating and Corporate Governance Committee of our Board has concluded that Ms. Wittman should serve as a director because of her thorough knowledge of finance, accounting, capital markets, taxes, control systems and her experience in the public healthcare REIT sector. The Nominating and Corporate Governance Committee of our Board also took into account that Ms. Wittman is “independent” under SEC Rule 10A-3 and under Sections 303A.02 and 303A.07 of the listing standards of the NYSE, that her financial expertise qualifies her to serve on our Audit Committee, and that she is an “audit committee financial expert.” Paula Crowley. Director since June 2018. Ms. Crowley has over 40 years of real estate experience and has worked with Anchor Health Properties (“Anchor”), which she co-founded in 1987 and served as Chief Executive Officer until October 2015, when Anchor was sold to Brinkman Management and Development. After October 2015, Ms. Crowley continued to be involved with Anchor, serving as its Chairman from October 2015 through November 2017 and as its Chair Emeritus since November 2017. Anchor is a national full-service real estate development, management and investment company that focuses on healthcare properties. Prior to Anchor, Ms. Crowley spent eight years as Development Director with The Rouse Company of Columbia, Maryland, where she was responsible for the development of urban retail projects. Ms. Crowley served as Chair of the Board of the High Companies in Lancaster, Pennsylvania through October 2019, as well as Chair of the Board of Women’s Way, a not-for-profit organization based in Philadelphia, Pennsylvania. As of February 2020, Ms. Crowley was appointed Chair of the Board of the Kaiserman Company in Philadelphia. As of October 2022, Ms. Crowley was appointed as a director of the Board of The Ingerman Company in Collingswood, New Jersey. Ms. Crowley was an adjunct professor at the MBA program at Villanova University in the Finance Department from 2018-2022. Ms. Crowley received a BA from Middlebury College, a Masters in City Planning from the University of Pennsylvania and an MBA from the University of Pennsylvania Wharton School. The Nominating and Corporate Governance Committee of our Board has concluded that Ms. Crowley should serve as a director because of her thorough knowledge of healthcare real estate and her experience running a healthcare company. The Nominating and Corporate Governance Committee of our Board also took into account that Ms. Crowley is “independent” under SEC Rule 10A-3 and under Sections 303A.02 and 303A.07 of the listing standards of the NYSE, that her financial expertise qualifies her to serve on our Audit Committee.

  9. Compensation Process and Overview

    Compensation Process and Overview Ferguson Partners and Farient provided the Compensation Committee with a market-based compensation benchmarking analysis summarizing the compensation practices among the Company’s peers, including with respect to base salary, annual target incentive plan amounts and long-term target equity compensation opportunities. We have entered into Employment Agreements with three of our current NEOs (Messrs. Busch, Kiernan, and Leon) (such agreements, collectively, the “Employment Agreements”). Ms. Holley and Mr. Barber are at-will employees. Pursuant to the Employment Agreements, Messrs. Busch’s, Kiernan’s, and Leon’s target annual incentive compensation equal 100% of their annual base salaries. The Compensation Committee has set Ms. Holley’s and Mr. Barber’s target annual incentive compensation at 80% of their annual base salaries. Actual earned incentive compensation amounts are determined in accordance with the terms and conditions of the 2023 Annual Incentive Plan (described below).

  10. Compensation Philosophy

    | ● | Tie annual incentive compensation to the achievement of pre-established corporate goals and individual performance. |

  11. Compensation Philosophy

    | ● | Provide long-term incentive compensation in the form of performance-based LTIP Units with performance tied to total stockholder returns and relative stockholder returns. |

  12. Compensation Philosophy

    | ● | Align compensation with stockholder returns through long-term incentive awards. |

  13. Compensation Philosophy

    | ● | Use peer groups when setting compensation. |

  14. Compensation Philosophy

    | ● | Include “double-trigger” change-in-control provisions in our employment agreements and severance plan. |

  15. Compensation Philosophy

    | ● | Use an independent compensation consultant. |

  16. Compensation Philosophy

    | ● | Allow for “single-trigger” change-in-control cash payments. |

  17. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee retains its own independent compensation consultant who reports directly to the Compensation Committee. The independent compensation consultant’s engagement includes reviewing and advising on material aspects of the Company’s annual incentives and equity compensation. In 2023, the Compensation Committee engaged Ferguson Partners to provide analysis and recommendations regarding (1) annual salaries and annual and long-term incentive compensation for our executive management team, and (2) the director compensation program for independent members of our Board of Directors. Ferguson Partners reported directly to the Compensation Committee and did not perform and does not currently provide any other services to management or the Company. The Compensation Committee determined that Ferguson Partners was independent pursuant to the Compensation Committee charter. From time to time, our compensation consultant communicates with our Chief Executive Officer to discuss different elements and weightings of compensation and best practices and trends in executive compensation. While the Compensation Committee considers our compensation consultant’s input and advice, it uses its own independent judgment in making final decisions concerning compensation paid to the directors and executive officers. The Compensation Committee has the full authority to retain and terminate the services of our compensation consultant as it deems necessary or appropriate. After reviewing information provided by Ferguson Partners regarding its independence and considering the relevant independence factors pursuant to applicable SEC rules and NYSE guidelines, the Compensation Committee determined that no conflicts of interest existed in connection with the services Ferguson Partners performed for the Company in 2023. In September 2023, the Compensation Committee replaced Ferguson Partners with Farient, as a result of a senior compensation consultant who had worked with the Compensation Committee leaving Ferguson Partners and joining Farient. Farient reports directly to the Compensation Committee and has not performed and does not currently provide any other services to management or the Company. The Compensation Committee has determined that Farient is independent pursuant to applicable SEC rules and NYSE guidelines and the Compensation Committee Charter, and that no conflicts of interest existed in connection with the services Farient performed for the Company in 2023.

  18. Peer Companies and Competitive Positioning

    Peer Companies and Competitive Positioning The Compensation Committee, with input and recommendations from our compensation consultant, establishes the Company’s peer group on an annual basis. The Compensation Committee uses the peer group for compensation benchmarking and general comparison purposes. The peer group comprises companies selected on various criteria including criteria recommended by our compensation consultant, including size and market capitalization. Our compensation consultant evaluates the continued appropriateness of each company in the peer group on an annual basis and recommends to the Compensation Committee additions and/or deletions from the prior year’s peer group as may be warranted. For fiscal year 2023, the Company’s peer group consisted of the following companies (collectively, the “Peer Companies”):

  19. Peer Companies

    Peer Companies

  20. Peer Companies

    | Company | Implied Market Cap | | Armada Hoffler Properties, Inc. | $0.9 billion | | Brandywine Realty Trust | $0.7 billion | | CareTrust REIT, Inc. | $2.1 billion | | City Office REIT, Inc. | $1.1 billion | | Community Healthcare Trust Incorporated | $0.7 billion | | Easterly Government Properties, Inc. | $1.2 billion | | Elme Communities | $1.2 billion | | Getty Realty Corp. | $1.4 billion | | LTC Properties, Inc. | $1.3 billion | | National Health Investors, Inc. | $2.2 billion | | NETSTREIT Corp. | $1.0 billion | | Physicians Realty Trust | $2.9 billion | | Plymouth Industrial REIT, Inc. | $0.9 billion |

  21. Peer Companies

    Peer Companies

  22. Peer Companies

    | Company | Implied Market Cap | | RPT Realty | $0.9 billion | | Sabra Health Care REIT, Inc. | $3.2 billion | | Sila Realty Trust, Inc. | $1.1 billion | | Whitestone REIT | $0.5 billion |

  23. Peer Companies

    | (1) As of October 9, 2023. Data provided by third-party vendor. |

  24. Peer Companies

    To assist the Compensation Committee in its determination of executive compensation, our compensation consultant prepares an independent analysis of key size and performance indicators such as revenue, market capitalization, and total stockholder return compared to the Peer Companies. This analysis is provided to the Compensation Committee so it has sufficient information on the competitiveness of pay in the context of our performance compared with that of the Peer Companies. Our compensation consultant also delivers a benchmarking analysis of the compensation paid to our NEOs and to our directors to the Compensation Committee. This analysis compares annual and long-term incentive awards and total compensation to compensation components of the Peer Companies and provides general guidance for future compensation levels. While the Compensation Committee uses this analysis to help frame its decisions on compensation, it uses its collective judgment in determining executive compensation. The Compensation Committee does not target a specific market position relative to the Peer Companies for the compensation elements of executive officers but seeks to pay competitively and takes into consideration the relative positioning compared to the Peer Companies in making compensation decisions. The Compensation Committee exercises discretion in making compensation decisions based on the following inputs: its understanding of market conditions, its understanding of competitive pay analysis, recommendations from the Chief Executive Officer regarding the executive officers, the need to retain executive talent, the Compensation Committee’s overall evaluation of each executive’s performance, and our overall compensation strategy, among other factors.

  25. Elements of 2023 Executive Compensation

    | ● | Annual incentive plan awards; and |

  26. Elements of 2023 Executive Compensation

    | ● | Long-term incentive plan awards. |

  27. Elements of 2023 Executive Compensation

    Below is a description of each primary component of our NEO compensation. Base Salary. Our Compensation Committee believes that payment of a competitive base salary is a necessary element of any compensation program that is designed to attract and retain talented and qualified executives. Subject to our existing contractual obligations, we expect our Compensation Committee to consider base salary for our NEOs annually as part of our performance review process, as well as upon any promotion or other change in job responsibility. The goal of our base salary program is to provide such salaries and payments at a level that allows us to attract and retain qualified executives while preserving significant flexibility to recognize and reward individual performance with other elements of the overall compensation program. Base salary levels also affect the annual cash incentive compensation because the annual bonus target opportunity of each NEO is expressed as a percentage of base salary. The 2023 annual base salaries for our NEOs are set forth in the table below:

  28. Elements of 2023 Executive Compensation

    2023 Annual Incentive Plan. The Compensation Committee intends to make a meaningful portion of our NEOs’ annual compensation contingent on achieving certain Company performance targets and individual goals. To that end, we maintain an annual incentive program whereby awards may be earned based on achievement of performance metrics (the "2023 Annual Incentive Plan”). Awards granted pursuant to our annual incentive program are settled 60% in cash and 40% in LTIP Units, and are granted under the Global Medical REIT Inc. 2016 Equity Incentive Plan (as amended from time-to-time, the “2016 Plan”). The target awards for the 2023 Annual Incentive Plan for each NEO is set forth in the table below:

  29. Elements of 2023 Executive Compensation

    | NEO | Cash Award (Target) | LTIP Award (Target) | Total Award (Target) | | Jeffrey Busch | $420,000 | $280,000 | $700,000 | | Robert Kiernan | $240,000 | $160,000 | $400,000 | | Alfonzo Leon | $225,000 | $150,000 | $375,000 | | Danica Holley | $156,000 | $104,000 | $260,000 | | Jamie Barber | $139,200 | $92,800 | $232,000 |

  30. Elements of 2023 Executive Compensation

    | NEO | Amount of Cash Award | Dollar Value of Earned LTIP Units | Number of Earned LTIP Units | | Jeffrey Busch | $401,100 | $267,394 | 29,384 | | Robert Kiernan | $253,200 | $168,796 | 18,549 | | Alfonzo Leon | $214,875 | $143,252 | 15,742 | | Danica Holley | $156,780 | $104,523 | 11,486 | | Jamie Barber | $139,896 | $93,266 | 10,249 |

  31. Elements of 2023 Executive Compensation

    Earned LTIP Units listed above are subject to forfeiture restrictions that will lapse in the following amounts and on the following vesting dates subject to the continuous service of the grantee through and on the applicable vesting date:

  32. Elements of 2023 Executive Compensation

    | ● | 50% of the earned LTIP Units became vested on February 21, 2024; and |

  33. Elements of 2023 Executive Compensation

    | ● | 50% of the earned LTIP Units become vested on February 21, 2025. |

  34. Elements of 2023 Executive Compensation

    For all time-based and performance-based equity awards held by the NEOs, vesting is accelerated (subject to pro-ration for performance-based awards as described in the “Potential Payments Upon Termination or Change of Control” section below) in the event of a termination of the NEO’s position without “Cause” or for “Good Reason” (as defined in the relevant employment agreement, plan, or award agreements), due to death or disability, due to the grantee’s retirement or upon a “Change-in-Control” (as defined in the relevant employment agreement, plan, or award agreements) of the Company. For Messrs. Busch, Kiernan, and Leon, vesting is also accelerated upon a non-renewal by the Company of their respective employment agreements. Unvested LTIP Units are forfeited in the event of any other termination event. 2023 Long-Term Equity Incentive Plan. In addition to our 2023 Annual Incentive Plan, the Company has established long-term equity incentive plans pursuant to which we grant equity awards under the 2016 Plan that are designed to reward our NEOs for achievements based on long-term stockholder returns. We believe a combination of both an annual and long-term performance plan helps incentivize our NEOs to achieve our short-term operational goals without sacrificing long-term stockholder value. Equity awards made to our NEOs in 2023 pursuant to the 2016 Plan (our “2023 Long-Term Equity Incentive Plan”) were divided into two components: (i) a time-based vesting component (50% of the aggregate award, up from 40% of the aggregate award in 2022), and (ii) a performance-based component (50% of the aggregate award, down from 60% of the aggregate award in 2022). The change in the allocation between time-based and performance-based awards reflects the Compensation Committee’s desire for these allocations to more accurately reflect the allocations used by our Peer Companies. LTIP Units issued pursuant to the time-based component vest in full on the third anniversary of the grant date (i.e. no ratable vesting). The performance-based component of the plan is further broken out into two performance metrics as follows: (i) an Absolute Total Stockholder Return component (50% of the performance-based award, down from 75% in 2022) and (ii) a Relative Total Stockholder Return component (50% of the performance-based award, up from 25% in 2022). The change in the allocation between the total-return and relative-return components reflects the Compensation Committee’s desire for these allocations to more accurately reflect the allocations used by our Peer Companies. The table below provides a summary of the rationale and vesting terms of the 2023 Long-Term Equity Incentive Plan:

  35. Elements of 2023 Executive Compensation

    | Time-based Vesting Component (50%): | Reason for Inclusion in Plan: The primary purpose of this component is to attract and retain qualified personnel, including our NEOs. The Compensation Committee also believes these awards are necessary to remain competitive with our Peer Companies. | | | Vesting Schedule (based on grant date): |

  36. Elements of 2023 Executive Compensation

    | Performance-based Vesting Component – Relative TSR (25%): | Reason for Inclusion in Plan: Similar to the Absolute TSR component except compared to the companies included in the Dow Jones U.S. Real Estate Healthcare Index (the “Index Companies”). In addition to an absolute return component, the Compensation Committee believes it is important to measure the Company’s performance against an index of its industry peers to adjust for healthcare REIT industry performance considerations that may not exist within the larger REIT universe or other specific REIT industries. | | | Performance Period: Three-years from grant date. | | | Award Levels: |

  37. Elements of 2023 Executive Compensation

    The Absolute TSR Component will be forfeited in its entirety if the TSR is less than 15%. If the TSR is between 15% and 24%, or between 24% and 36%, the percentage of the Absolute TSR Component earned will be determined using linear interpolation as between those tiers, respectively. The Relative TSR Component will be forfeited in its entirety if the Relative Performance is below the 35th percentile of the Index Companies. If the Relative Performance is between the 35th percentile and 55th percentile of the Index Companies, or between the 55th percentile and 75th percentile of the Index Companies, the percentage of the Relative TSR Component earned will be determined using linear interpolation as between those tiers, respectively. The following table lists the 2023 Long-Term Incentive Plan target awards granted to our NEOs on February 23, 2023. The actual amount of each performance-based award that is earned will be determined on the third anniversary of the grant date (i.e., February 23, 2026) (the “2023 Long-Term Valuation Date”).

  38. Elements of 2023 Executive Compensation

    | (1) The number of target LTIP Units comprising each 2023 Time-Based Award was determined by dividing the grant date target value by the average closing price of the Company’s common stock on the NYSE for the 15 trading days prior to, and including, the grant date, or $10.94 per share. |

  39. Elements of 2023 Executive Compensation

    | (2) The number of target LTIP Units comprising each 2023 Performance-Based Award was determined by an independent valuation consultant using a Monte Carlo simulation. |

  40. Elements of 2023 Executive Compensation

    As soon as practicable following the 2023 Long-Term Valuation Date, the Compensation Committee will determine the number of LTIP Units earned by each grantee under both the Absolute TSR Component and the Relative TSR Component. Any LTIP Units subject to a 2023 Performance-Based Award that are not earned as set forth above will be forfeited, and the grantee will have no right in or to any such unearned and unissued LTIP Units after it is determined that they were not earned. LTIP Units that have been earned based on performance as provided above are subject to forfeiture restrictions that will lapse in the following amounts and on the following vesting dates subject to the continuous service of the grantee through and on the applicable vesting date:

  41. Elements of 2023 Executive Compensation

    | (i) 50% of the earned LTIP Units become vested as of the 2023 Long-Term Valuation Date; and |

  42. Elements of 2023 Executive Compensation

    | (ii) 50% of the earned LTIP Units become vested on the first anniversary of the 2023 Long-Term Valuation Date. |

  43. 2020 Long-Term Performance Plan

    2020 Long-Term Performance Plan On March 3, 2020, the Company granted equity awards to the NEOs under the 2016 Plan (the “2020 Long-Term Performance Plan”), which were granted to reward our NEOs and certain other employees if the Company’s common stock achieved certain return metrics over a three-year performance period. The 2020 Long-Term Performance Plan was bifurcated into two components: (a) a total return component, which represents 75% of the target awards, and (b) a relative return component, which represents 25% of the target awards. The performance period for the 2020 Long-Term Performance Plan began on March 3, 2020 and ended on March 2, 2023. Absolute Return Component. Pursuant to the 2020 Long-Term Performance Plan, 75% of the aggregate award was based on the absolute TSR of the Company during a three-year performance period. The number of LTIP Units earned by the NEOs pursuant to the TSR component were as follows:

  44. Absolute Stockholder Return Component

    | | Target | Hurdles | | | | | | | NEO | Award (# of LTIP Units) | Threshold (50% of Target) | Target | Maximum (200% of Target) | Total Company Return(1) | % of Target Award Earned | Final Payout (# of LTIP Units) | | Jeffrey Busch | 8,448 | 21% | 27% | 33% | -9% | 0% | - | | Robert Kiernan | 6,612 | 21% | 27% | 33% | -9% | 0% | - | | Alfonzo Leon | 7,714 | 21% | 27% | 33% | -9% | 0% | - | | Danica Holley | 5,142 | 21% | 27% | 33% | -9% | 0% | - | | Jamie Barber | 5,142 | 21% | 27% | 33% | -9% | 0% | - |

  45. Relative Stockholder Return Component

    | | Target | Hurdles | | | | | Final | | NEO | Award (# of LTIP Units) | Threshold Percentile (50% of Target) | Target Percentile | Maximum Percentile (200% of Target) | Company Percentile(1) | % of Target Award Earned | Payout (# of LTIP Units) | | Jeffrey Busch | 2,011 | 35% | 55% | 75% | 24% | 0% | - | | Robert Kiernan | 1,574 | 35% | 55% | 75% | 24% | 0% | - | | Alfonzo Leon | 1,836 | 35% | 55% | 75% | 24% | 0% | - | | Danica Holley | 1,224 | 35% | 55% | 75% | 24% | 0% | - | | Jamie Barber | 1,224 | 35% | 55% | 75% | 24% | 0% | - |

  46. Relative Stockholder Return Component

    | (1) Calculated by comparing the Company’s absolute stockholder return (as calculated pursuant to the Absolute Return Component of the 2020 Long-Term Equity Incentive Plan) against the returns of the companies in the former SNL Healthcare REIT Index (weighted by the market capitalization of each company in the index). |

  47. Risk Considerations in our Executive Compensation Program

    | ● | Our performance-based compensation is structured to reward both short-and long-term corporate performance; |

  48. Risk Considerations in our Executive Compensation Program

    | ● | The payout amounts under our short-term and long-term incentives are capped; |

  49. Risk Considerations in our Executive Compensation Program

    | ● | The Compensation Committee considers risk management when determining the portion of our 2023 Annual Incentive Plan earned for individual performance; and |

  50. SUMMARY COMPENSATION TABLE FOR 2023, 2022 AND 2021

    SUMMARY COMPENSATION TABLE FOR 2023, 2022 AND 2021 The Summary Compensation Table below contains, in compliance with the reporting requirements of the SEC, the compensation information for our NEOs for the years ended December 31, 2023, 2022 and 2021. Equity compensation is reported in several different tables in this Proxy Statement. For that reason, investors should take care to not “double count” equity awards.

  51. SUMMARY COMPENSATION TABLE FOR 2023, 2022 AND 2021

    | Name and Principal Position | Year | Salary | Stock Awards(1) | Non-Equity Plan Compensation(2) | Other | Total | | Jeffrey Busch | 2023 | $700,000 | $1,080,000(3) | $401,100 | $- | $2,181,100 | | Chief Executive Officer, Chairman | 2022 | $650,000 | $860,000 | $319,215 | $10,000(4) | $1,839,215 | | | 2021 | $600,000 | $540,000 | $366,795 | $- | $1,506,795 | | Robert Kiernan | 2023 | $400,000 | $760,000(5) | $253,200 | $- | $1,413,200 | | Chief Financial Officer | 2022 | $375,000 | $550,000 | $184,163 | $- | $1,109,163 | | | 2021 | $335,000 | $334,000 | $204,794 | $- | $873,794 | | Alfonzo Leon | 2023 | $375,000 | $750,000(6) | $214,875 | $- | $1,339,875 | | Chief Investment Officer | 2022 | $350,000 | $540,000 | $171,885 | $- | $1,061,885 | | | 2021 | $310,000 | $344,000 | $189,511 | $- | $843,511 | | Danica Holley | 2023 | $325,000 | $454,000(7) | $156,780 | $- | $935,780 | | Chief Operating Officer | 2022 | $300,000 | $346,000 | $117,864 | $- | $763,864 | | | 2021 | $250,000 | $270,000 | $128,265 | $- | $648,265 | | Jamie Barber | 2023 | $290,000 | $442,800(8) | $139,896 | $- | $872,696 | | General Counsel & Corporate Secretary | 2022 | $275,000 | $338,000 | $114,642 | $- | $727,642 | | | 2021 | $250,000 | $270,000 | $122,265 | $- | $642,265 |

  52. SUMMARY COMPENSATION TABLE FOR 2023, 2022 AND 2021

    | (1) Except with respect to awards issued under the performance-based portions of the Long-Term Equity Incentive Plans, which were based on a valuation determined by an independent consultant, the 2016 Plan award values disclosed in this summary compensation table are based on the average closing price per share on the 15 trading days prior to and including the date of grant, excluding the effect of estimated forfeitures. Awards granted under the performance-based portions of the Long-Term Equity Incentive Plans were valued using a Monte Carlo simulation. The Monte Carlo simulation is a generally accepted statistical technique used, in this instance, to simulate a range of possible future stock prices for the Company and the members of the Dow Jones U.S. Real Estate Healthcare Index over the performance period. See Note 7 – “Stock-Based Compensation” to our consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023 that was filed with the SEC on February 28, 2024 (our “Financial Statements”), for a discussion of the relevant assumptions used to determine the grant date fair value of these awards. |

  53. SUMMARY COMPENSATION TABLE FOR 2023, 2022 AND 2021

    | (2) Represents amounts actually paid to our NEOs upon the settlement of the cash-based portion of the 2023 Annual Incentive Plan. |

  54. SUMMARY COMPENSATION TABLE FOR 2023, 2022 AND 2021

    | (3) Consists of: (i) 30,769 LTIP Units awarded pursuant to our 2023 Annual Incentive Plan, which reflects the target level; the maximum number of LTIP Units that could be issued under the 2023 Annual Incentive Plan is 1.5 times the target number of units, which would result in a value of $420,000, and (ii) 70,839 LTIP Units related to our 2023 Long-Term Equity Incentive Plan, which consists of the time-based portion of such grant (36,563 LTIP Units granted) and the performance-based portion (34,276 LTIP Units awarded) at the target level. The maximum number of LTIP Units that could be issued under the 2023 Long-Term Equity Incentive Plan is the sum of (i) the Long-Term Time-Based Awards and (ii) two times the target number of Long-Term Performance-Based Awards, which would result in a value of $1,200,000. |

  55. SUMMARY COMPENSATION TABLE FOR 2023, 2022 AND 2021

    | (4) In 2022, the Company made, at Mr. Busch’s request, a charitable donation in the amount of $10,000 to Arena Stage, a charitable organization located in Washington, D.C. Mr. Busch is a board member of Arena Stage. |

  56. SUMMARY COMPENSATION TABLE FOR 2023, 2022 AND 2021

    | (5) Consists of: (i) 17,582 LTIP Units awarded pursuant to our 2023 Annual Incentive Plan, which reflects the target level; the maximum number of LTIP Units that could be issued under the 2023 Annual Incentive Plan is 1.5 times the target number of units, which would result in a value of $240,000 and (ii) 53,129 LTIP Units related to our 2023 Long-Term Equity Incentive Plan, which consists of the time-based portion of such grant (27,422 LTIP Units granted) and the performance-based portion (25,707 LTIP Units awarded) at the target level. The maximum number of LTIP Units that could be issued under the 2023 Long-Term Equity Incentive Plan is the sum of (i) the Long-Term Time-Based Awards and (ii) two times the target number of Long-Term Performance-Based Awards, which would result in a value of $900,000. |

  57. SUMMARY COMPENSATION TABLE FOR 2023, 2022 AND 2021

    | (6) Consists of: (i) 16,484 LTIP Units awarded pursuant to our 2023 Annual Incentive Plan, which reflects the target level; the maximum number of LTIP Units that could be issued under the 2023 Annual Incentive Plan is 1.5 times the target number of units, which would result in a value of $225,000 and (ii) 53,129 LTIP Units related to our 2023 Long-Term Equity Incentive Plan, which consists of the time-based portion of such grant (27,422 LTIP Units granted) and the performance-based portion (25,707 LTIP Units awarded) at the target level. The maximum number of LTIP Units that could be issued under the 2023 Long-Term Equity Incentive Plan is the sum of (i) the Long-Term Time-Based Awards and (ii) two times the target number of Long-Term Performance-Based Awards, which would result in a value of $900,000. |

  58. SUMMARY COMPENSATION TABLE FOR 2023, 2022 AND 2021

    | (7) Consists of: (i) 11,429 LTIP Units awarded pursuant to our 2023 Annual Incentive Plan, which reflects the target level; the maximum number of LTIP Units that could be issued under the 2023 Annual Incentive Plan is 1.5 times the target number of units, which would result in a value of $156,000 and (ii) 30,992 LTIP Units related to our 2023 Long-Term Equity Incentive Plan, which consists of the time-based portion of such grant (15,996 LTIP Units granted) and the performance-based portion (14,996 LTIP Units awarded) at the target level. The maximum number of LTIP Units that could be issued under the 2023 Long-Term Equity Incentive Plan is the sum of (i) the Long-Term Time-Based Awards and (ii) two times the target number of Long-Term Performance-Based Awards, which would result in a value of $525,000. |

  59. SUMMARY COMPENSATION TABLE FOR 2023, 2022 AND 2021

    | (8) Consists of: (i) 10,198 LTIP Units awarded pursuant to our 2023 Annual Incentive Plan, which reflects the target level; the maximum number of LTIP Units that could be issued under the 2023 Annual Incentive Plan is 1.5 times the target number of units, which would result in a value of $139,200 and (ii) 30,992 LTIP Units related to our 2023 Long-Term Equity Incentive Plan, which consists of the time-based portion of such grant (15,996 LTIP Units granted) and the performance-based portion (14,996 LTIP Units awarded) at the target level. The maximum number of LTIP Units that could be issued under the 2023 Long-Term Equity Incentive Plan is the sum of (i) the Long-Term Time-Based Awards and (ii) two times the target number of Long-Term Performance-Based Awards, which would result in a value of $525,000. |

  60. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    2023 GRANTS OF PLAN-BASED AWARDS TABLE The following table presents information concerning each grant made to our NEOs in the fiscal year ended December 31, 2023, under any plan, including awards, if any, that subsequently have been transferred. In accordance with SEC rules, the table does not include awards granted after December 31, 2023.

  61. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan(1) | | | Estimated Future Payouts Under Equity Incentive Plan(2) | | | | | | Name | Grant Date | Threshold($) | Target($) | Maximum($) | Threshold(#) | Target(#) | Maximum(#) | All Other Stock Awards: Number of Shares of Stock or Units(#)(3) | Grant Date Fair Value of Stock Awards($)(4) | | Jeffrey Busch | 23-Feb-23 | | | | 17,138 | 34,276 | 68,552 | 36,563 | $800,000 | | | 10-May-23 | $210,000 | $420,000 | $630,000 | 15,385 | 30,769 | 46,154 | | $280,000 | | Robert Kiernan | 23-Feb-23 | | | | 12,854 | 25,707 | 51,414 | 27,422 | $600,000 | | | 10-May-23 | $120,000 | $240,000 | $360,000 | 8,791 | 17,582 | 26,373 | | $160,000 | | Alfonzo Leon | 23-Feb-23 | | | | 12,854 | 25,707 | 51,414 | 27,422 | $600,000 | | | 10-May-23 | $112,500 | $225,000 | $337,500 | 8,242 | 16,484 | 24,726 | | $150,000 | | Danica Holley | 23-Feb-23 | | | | 7,498 | 14,996 | 29,992 | 15,996 | $350,000 | | | 10-May-23 | $78,000 | $156,000 | $234,000 | 5,715 | 11,429 | 17,144 | | $104,000 | | Jamie Barber | 23-Feb-23 | | | | 7,498 | 14,996 | 29,992 | 15,996 | $350,000 | | | 10-May-23 | $69,600 | $139,200 | $208,800 | 5,099 | 10,198 | 15,297 | | $92,800 |

  62. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | (1) These columns show the threshold, target and maximum amount of cash that could be earned pursuant to the cash portion of the 2023 Annual Incentive Plan awards. The exact amount earned depends upon, among other things, the Company’s financial performance, as described in the “Compensation Discussion and Analysis” section of this Proxy Statement. |

  63. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | (2) These columns show the threshold, target and maximum number of shares of common stock that could be issued in connection with performance-based LTIP Units granted in 2023 under the Company’s 2023 Annual Incentive Plan and 2023 Long-Term Equity Incentive Plan to each of the NEOs. The exact number of units to be issued depends upon, among other things, the Company’s financial performance, as described in the “Compensation Discussion and Analysis” section of this Proxy Statement. |

  64. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | (3) Reflects time-based awards granted under the 2023 Long-Term Equity Incentive Plan. |

  65. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | (4) Reflects the grant date fair value of awards pursuant to the 2023 Annual Incentive Plan and the 2023 Long-Term Equity Incentive Plan determined in accordance with FASB ASC Topic 718, with the value of the performance-based portions of the awards reflected at the target level. Regarding assumptions underlying the valuation of these equity awards, please see Note 7 to our Financial Statements. |

  66. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    See “Compensation Discussion and Analysis — Elements of 2023 Executive Compensation” for a description of the material terms of the awards granted under these plans. Initially, all LTIP Units will not have full parity with our operating partnership’s common units with respect to liquidating distributions. Upon the occurrence of certain “book-up” events described in the partnership agreement, LTIP Units can, over time, achieve full parity with our operating partnership’s common units for all purposes, and therefore accrete to an economic value equivalent to one share of common stock. If such parity is reached, vested LTIP Units may be redeemed for cash in an amount equal to the then fair market value of an equal number of shares of our common stock or converted into an equal number of shares of our common stock, as determined by us at our election.

  67. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END The following table presents information concerning equity-based awards for our NEOs that were outstanding as of December 31, 2023.

  68. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | | Stock Awards | | | | | Name | Number of Shares or Units That Have Not Yet Vested (#) | Market Value of Shares or Units That Have Not Yet Vested($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Yet Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(1) | | Jeffrey Busch | 114,700(2) | $1,273,170 | 73,052(3) | $810,877 | | Robert Kiernan | 64,981(4) | $721,289 | 47,913(5) | $531,834 | | Alfonzo Leon | 65,319(6) | $725,041 | 47,219(7) | $524,131 | | Danica Holley | 38,614(8) | $428,615 | 30,896(9) | $342,946 | | Jamie Barber | 38,548(10) | $427,883 | 29,665(11) | $329,282 |

  69. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (1) Based on the closing price of the Company’s common stock on December 29, 2023, which was the last trading day of 2023, of $11.10 per share. |

  70. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (2) Consists of: (i) 47,801 LTIP Units issued in connection with the Internalization on July 9, 2020 that had not vested as of December 31, 2023; one fourth of the originally granted units vested on July 9, 2023 and the remaining unvested units vest on July 9, 2024, (ii) 6,588 LTIP Units issued in connection with our 2022 Annual Incentive Plan that had not vested as of December 31, 2023; one half of the originally granted units vested on February 23, 2023 and the remaining unvested units vested on February 23, 2024, (iii) 36,563 time-based-vesting-only LTIP Units issued in connection with our 2023 Long-Term Equity Incentive Plan that had not vested as of December 31, 2023; all of these units will vest in full on February 23, 2026, (iv) 14,858 time-based-vesting-only LTIP Units issued in connection with our 2022 Long-Term Equity Incentive Plan that had not vested as of December 31, 2023; all of these units will vest in full on February 24, 2025, and (v) 8,890 time-based-vesting-only LTIP Units issued in connection with our 2021 Long-Term Equity Incentive Plan that had not vested as of December 31, 2023; all of these units vested on March 2, 2024. |

  71. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (3) Consists of 30,769 unearned LTIP Units as of December 31, 2023 pursuant to the 2023 Annual Incentive Plan at the target level amount. In February 2024, the Compensation Committee and the Board determined that Mr. Busch had earned 29,384 LTIP Units pursuant to the terms of the 2023 Annual Incentive Plan. The LTIP Units granted pursuant to the 2023 Annual Incentive Plan vest as follows: 50% on February 21, 2024 (the settlement date) and 50% on February 21, 2025 (the first anniversary of the settlement date). As of December 31, 2023, (i) each of the total stockholder return components of the 2023, 2022 and 2021 long-term performance-based incentive plans were performing at levels below their minimum threshold levels, so the threshold amounts are shown for these plans in the table above, (ii) the relative stockholder return components of (A) the 2021 and 2022 long-term performance-based incentive plans were performing at levels below the threshold amounts, so the threshold amounts are shown, and (B) the 2023 long-term performance-based incentive plan was performing at a level above its minimum threshold level but below its target level, so the target amounts are shown for relative stockholder return component of this plan in the table above. All awards earned under the 2023, 2022 and 2021 long-term performance-based incentive plans vest as follows: 50% on the date of settlement and 50% on the first anniversary of the date of settlement. |

  72. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (4) Consists of: (i) 17,926 LTIP Units issued in connection with the Internalization on July 9, 2020 that had not vested as of December 31, 2023; one fourth of the originally granted units vested on July 9, 2023 and the remaining unvested units vest on July 9, 2024, (ii) 3,801 LTIP Units issued in connection with our 2022 Annual Incentive Plan that had not vested as of December 31, 2023; one half of the originally granted units vested on February 23, 2023 and the remaining unvested units vested on February 23, 2024, (iii) 27,422 time-based-vesting-only LTIP Units issued in connection with our 2023 Long-Term Equity Incentive Plan that had not vested as of December 31, 2023; all of these units will vest in full on February 23, 2026, (iv) 9,905 time-based-vesting-only LTIP Units issued in connection with our 2022 Long-Term Equity Incentive Plan that had not vested as of December 31, 2023; all of these units will vest in full on February 24, 2025, and (v) 5,927 time-based-vesting-only LTIP Units issued in connection with our 2021 Long-Term Equity Incentive Plan that had not vested as of December 31, 2023; all of these units vested on March 2, 2024. |

  73. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (5) Consists of 17,582 unearned LTIP Units as of December 31, 2023 pursuant to the 2023 Annual Incentive Plan at the target level amount. In February 2024, the Compensation Committee and the Board determined that Mr. Kiernan had earned 18,549 LTIP Units pursuant to the terms of the 2023 Annual Incentive Plan. The LTIP Units granted pursuant to the 2023 Annual Incentive Plan vest as follows: 50% on February 21, 2024 (the settlement date) and 50% on February 21, 2025 (the first anniversary of the settlement date). As of December 31, 2023, (i) each of the total stockholder return components of the 2023, 2022 and 2021 long-term performance-based incentive plans were performing at levels below their minimum threshold levels, so the threshold amounts are shown for these plans in the table above, (ii) the relative stockholder return components of (A) the 2021 and 2022 long-term performance-based incentive plans were performing at levels below the threshold amounts, so the threshold amounts are shown, and (B) the 2023 long-term performance-based incentive plan was performing at a level above its minimum threshold level but below its target level, so the target amounts are shown for relative stockholder return component of this plan in the table above. All awards earned under the 2023, 2022 and 2021 long-term performance-based incentive plans vest as follows: 50% on the date of settlement and 50% on the first anniversary of the date of settlement. |

  74. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (6) Consists of: (i) 17,926 LTIP Units issued in connection with the Internalization on July 9, 2020 that had not vested as of December 31, 2023; one fourth of the originally granted units vested on July 9, 2023 and the remaining unvested units vest on July 9, 2024, (ii) 3,547 LTIP Units issued in connection with our 2022 Annual Incentive Plan that had not vested as of December 31, 2023; one half of the originally granted units vested on February 23, 2023 and the remaining unvested units vested on February 23, 2024, (iii) 27,422 time-based-vesting-only LTIP Units issued in connection with our 2023 Long-Term Equity Incentive Plan that had not vested as of December 31, 2023; all of these units will vest in full on February 23, 2026, (iv) 9,905 time-based-vesting-only LTIP Units issued in connection with our 2022 Long-Term Equity Incentive Plan that had not vested as of December 31, 2023; all of these units will vest in full on February 24, 2025, and (v) 6,519 time-based-vesting-only LTIP Units issued in connection with our 2021 Long-Term Equity Incentive Plan that had not vested as of December 31, 2023; all of these units vested on March 2, 2024. |

  75. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (7) Consists of 16,484 unearned LTIP Units as of December 31, 2023 pursuant to the 2023 Annual Incentive Plan at the target level amount. In February 2024, the Compensation Committee and the Board determined that Mr. Leon had earned 15,742 LTIP Units pursuant to the terms of the 2023 Annual Incentive Plan. The LTIP Units granted pursuant to the 2023 Annual Incentive Plan vest as follows: 50% on February 21, 2024 (the settlement date) and 50% on February 21, 2025 (the first anniversary of the settlement date). As of December 31, 2023, (i) each of the total stockholder return components of the 2023, 2022 and 2021 long-term performance-based incentive plans were performing at levels below their minimum threshold levels, so the threshold amounts are shown for these plans in the table above, (ii) the relative stockholder return components of (A) the 2021 and 2022 long-term performance-based incentive plans were performing at levels below the threshold amounts, so the threshold amounts are shown, and (B) the 2023 long-term performance-based incentive plan was performing at a level above its minimum threshold level but below its target level, so the target amounts are shown for relative stockholder return component of this plan in the table above. All awards earned under the 2023, 2022 and 2021 long-term performance-based incentive plans vest as follows: 50% on the date of settlement and 50% on the first anniversary of the date of settlement. |

  76. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (8) Consists of: (i) 8,365 LTIP Units issued in connection with the Internalization on July 9, 2020 that had not vested as of December 31, 2023; one fourth of the originally granted units vested on July 9, 2023 and the remaining unvested units vest on July 9, 2024, (ii) 2,432 LTIP Units issued in connection with our 2022 Annual Incentive Plan that had not vested as of December 31, 2023; one half of the originally granted units vested on February 23, 2023 and the remaining unvested units vested on February 23, 2024, (iii) 15,996 time-based-vesting-only LTIP Units issued in connection with our 2023 Long-Term Equity Incentive Plan that had not vested as of December 31, 2023; all of these units will vest in full on February 23, 2026, (iv) 6,191 time-based-vesting-only LTIP Units issued in connection with our 2022 Long-Term Equity Incentive Plan that had not vested as of December 31, 2023; all of these units will vest in full on February 24, 2025, and (v) 5,630 time-based-vesting-only LTIP Units issued in connection with our 2021 Long-Term Equity Incentive Plan that had not vested as of December 31, 2023; all of these units vested on March 2, 2024. |

  77. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (9) Consists of 11,429 unearned LTIP Units as of December 31, 2023 pursuant to the 2023 Annual Incentive Plan at the target level amount. In February 2024, the Compensation Committee and the Board determined that Ms. Holley had earned 11,486 LTIP Units pursuant to the terms of the 2023 Annual Incentive Plan. The LTIP Units granted pursuant to the 2023 Annual Incentive Plan vest as follows: 50% on February 21, 2024 (the settlement date) and 50% on February 21, 2025 (the first anniversary of the settlement date). As of December 31, 2023, (i) each of the total stockholder return components of the 2023, 2022 and 2021 long-term performance-based incentive plans were performing at levels below their minimum threshold levels, so the threshold amounts are shown for these plans in the table above, (ii) the relative stockholder return components of (A) the 2021 and 2022 long-term performance-based incentive plans were performing at levels below the threshold amounts, so the threshold amounts are shown, and (B) the 2023 long-term performance-based incentive plan was performing at a level above its minimum threshold level but below its target level, so the target amounts are shown for relative stockholder return component of this plan in the table above. All awards earned under the 2023, 2022 and 2021 long-term performance-based incentive plans vest as follows: 50% on the date of settlement and 50% on the first anniversary of the date of settlement. |

  78. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (10) Consists of: (i) 8,365 LTIP Units issued in connection with the Internalization on July 9, 2020 that had not vested as of December 31, 2023; one fourth of the originally granted units vested on July 9, 2023 and the remaining unvested units vest on July 9, 2024, (ii) 2,366 LTIP Units issued in connection with our 2022 Annual Incentive Plan that had not vested as of December 31, 2023; one half of the originally granted units vested on February 23, 2023 and the remaining unvested units vested on February 23, 2024, (iii) 15,996 time-based-vesting-only LTIP Units issued in connection with our 2023 Long-Term Equity Incentive Plan that had not vested as of December 31, 2023; all of these units will vest in full on February 23, 2026, (iv) 6,191 time-based-vesting-only LTIP Units issued in connection with our 2022 Long-Term Equity Incentive Plan that had not vested as of December 31, 2023; all of these units will vest in full on February 24, 2025, and (v) 5,630 time-based-vesting-only LTIP Units issued in connection with our 2021 Long-Term Equity Incentive Plan that had not vested as of December 31, 2023; all of these units vested on March 2, 2024. |

  79. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (11) Consists of 10,198 unearned LTIP Units as of December 31, 2023 pursuant to the 2023 Annual Incentive Plan at the target level amount. In February 2024, the Compensation Committee and the Board determined that Mr. Barber had earned 10,249 LTIP Units pursuant to the terms of the 2023 Annual Incentive Plan. The LTIP Units granted pursuant to the 2023 Annual Incentive Plan vest as follows: 50% on February 21, 2024 (the settlement date) and 50% on February 21, 2025 (the first anniversary of the settlement date). As of December 31, 2023, (i) each of the total stockholder return components of the 2023, 2022 and 2021 long-term performance-based incentive plans were performing at levels below their minimum threshold levels, so the threshold amounts are shown for these plans in the table above, (ii) the relative stockholder return components of (A) the 2021 and 2022 long-term performance-based incentive plans were performing at levels below the threshold amounts, so the threshold amounts are shown, and (B) the 2023 long-term performance-based incentive plan was performing at a level above its minimum threshold level but below its target level, so the target amounts are shown for relative stockholder return component of this plan in the table above. All awards earned under the 2023, 2022 and 2021 long-term performance-based incentive plans vest as follows: 50% on the date of settlement and 50% on the first anniversary of the date of settlement. |

  80. 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    2023 OPTION EXERCISES AND STOCK VESTED TABLE The following table presents information concerning the vesting of LTIP Units for NEOs that occurred during 2023. None of the NEOs held stock options in 2023.

  81. 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    | | Stock Awards | | | Name | Number of Shares Acquired Upon Vesting(#) | Value Realized on Vesting($) | | Jeffrey Busch | 79,434(1) | $765,995 | | Robert Kiernan | 38,091(2) | $371,736 | | Alfonzo Leon | 40,750(3) | $398,562 | | Danica Holley | 21,890(4) | $215,344 | | Jamie Barber | 23,483(5) | $231,443 |

  82. 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    | (1) Consists of: (i) 47,801 LTIP Units that vested on July 9, 2023 pursuant to the terms of the Internalization grant; the closing price of our common stock on July 7, 2023 (the last trading day prior to vesting) was $9.28 per share; (ii) 6,588 LTIP Units that vested on February 23, 2023 pursuant to our 2022 Annual Incentive Plan; the closing price of our common stock on February 28, 2023 was $10.12 per share; (iii) 9,058 LTIP Units that vested on February 24, 2023 pursuant to our 2021 Annual Incentive Plan; the closing price of our common stock on February 24, 2023 was $10.11 per share; (iv) 2,138 LTIP Units that vested on March 3, 2023 pursuant to our 2020 Long-Term Equity Incentive Plan (time-based vesting); the closing price of our common stock on March 3, 2023 was $10.12 per share; and (v) 13,849 LTIP Units that vested on March 4, 2023 pursuant to our 2019 Long-Term Equity Incentive Plan (performance-based); the closing price of our common stock on March 3, 2023 (the last trading day prior to vesting) was $10.12 per share. |

  83. 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    | (2) Consists of: (i) 17,926 LTIP Units that vested on July 9, 2023 pursuant to the terms of the Internalization grant; the closing price of our common stock on July 7, 2023 (the last trading day prior to vesting) was $9.28 per share; (ii) 3,801 LTIP Units that vested on February 23, 2023 pursuant to our 2022 Annual Incentive Plan; the closing price of our common stock on February 28, 2023 was $10.12 per share; (iii) 5,057 LTIP Units that vested on February 24, 2023 pursuant to our 2021 Annual Incentive Plan; the closing price of our common stock on February 24, 2023 was $10.11 per share; (iv) 1,637 LTIP Units that vested on March 3, 2023 pursuant to our 2020 Long-Term Equity Incentive Plan (time-based vesting); the closing price of our common stock on March 3, 2023 was $10.12 per share; and (v) 9,634 LTIP Units that vested on March 4, 2023 pursuant to our 2019 Long-Term Equity Incentive Plan (performance-based); the closing price of our common stock on March 3, 2023 (the last trading day prior to vesting) was $10.12 per share. |

  84. 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    | (3) Consists of: (i) 17,926 LTIP Units that vested on July 9, 2023 pursuant to the terms of the Internalization grant; the closing price of our common stock on July 7, 2023 (the last trading day prior to vesting) was $9.28 per share; (ii) 3,547 LTIP Units that vested on February 23, 2023 pursuant to our 2022 Annual Incentive Plan; the closing price of our common stock on February 28, 2023 was $10.12 per share; (iii) 4,680 LTIP Units that vested on February 24, 2023 pursuant to our 2021 Annual Incentive Plan; the closing price of our common stock on February 24, 2023 was $10.11 per share; (iv) 1,952 LTIP Units that vested on March 3, 2023 pursuant to our 2020 Long-Term Equity Incentive Plan (time-based vesting); the closing price of our common stock on March 3, 2023 was $10.12 per share; and (v) 12,645 LTIP Units that vested on March 4, 2023 pursuant to our 2019 Long-Term Equity Incentive Plan (performance-based); the closing price of our common stock on March 3, 2023 (the last trading day prior to vesting) was $10.12 per share. |

  85. 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    | (4) Consists of: (i) 8,365 LTIP Units that vested on July 9, 2023 pursuant to the terms of the Internalization grant; the closing price of our common stock on July 7, 2023 (the last trading day prior to vesting) was $9.28 per share; (ii) 2,432 LTIP Units that vested on February 23, 2023 pursuant to our 2022 Annual Incentive Plan; the closing price of our common stock on February 28, 2023 was $10.12 per share; (iii) 3,168 LTIP Units that vested on February 24, 2023 pursuant to our 2021 Annual Incentive Plan; the closing price of our common stock on February 24, 2023 was $10.11 per share; (iv) 1,302 LTIP Units that vested on March 3, 2023 pursuant to our 2020 Long-Term Equity Incentive Plan (time-based vesting); the closing price of our common stock on March 3, 2023 was $10.12 per share; and (v) 6,623 LTIP Units that vested on March 4, 2023 pursuant to our 2019 Long-Term Equity Incentive Plan (performance-based); the closing price of our common stock on March 3, 2023 (the last trading day prior to vesting) was $10.12 per share. |

  86. 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    | (5) Consists of: (i) 8,365 LTIP Units that vested on July 9, 2023 pursuant to the terms of the Internalization grant; the closing price of our common stock on July 7, 2023 (the last trading day prior to vesting) was $9.28 per share; (ii) 2,366 LTIP Units that vested on February 23, 2023 pursuant to our 2022 Annual Incentive Plan; the closing price of our common stock on February 28, 2023 was $10.12 per share; (iii) 3,020 LTIP Units that vested on February 24, 2023 pursuant to our 2021 Annual Incentive Plan; the closing price of our common stock on February 24, 2023 was $10.11 per share; (iv) 1,302 LTIP Units that vested on March 3, 2023 pursuant to our 2020 Long-Term Equity Incentive Plan (time-based vesting); the closing price of our common stock on March 3, 2023 was $10.12 per share; and (v) 8,430 LTIP Units that vested on March 4, 2023 pursuant to our 2019 Long-Term Equity Incentive Plan (performance-based); the closing price of our common stock on March 3, 2023 (the last trading day prior to vesting) was $10.12 per share. |

  87. PENSION BENEFITS

    PENSION BENEFITS We do not currently sponsor or maintain any plans that provide for specified retirement payments or benefits, such as tax-qualified defined benefit plans or supplemental executive retirement plans, for our NEOs.

  88. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION We do not currently sponsor or maintain any plans that provide for defined contribution or other deferrals of compensation on a basis that is not tax-qualified for our NEOs.

  89. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE Pursuant to the Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose in this Proxy Statement the following information for the 2023 fiscal year:

  90. PAY RATIO DISCLOSURE

    | ● | the median of the annual total compensation of all employees of our Company (excluding our CEO); |

  91. PAY RATIO DISCLOSURE

    | ● | the annual total compensation of our CEO; and |

  92. PAY RATIO DISCLOSURE

    | ● | the ratio of the annual total compensation of our CEO to the median of the total annual compensation of all of our employees (excluding our CEO). |

  93. PAY RATIO DISCLOSURE

    Based on Item 402(u) and applicable SEC guidance and applying the methodology described below, we have determined that our CEO’s annual total compensation for 2023 was $2,181,100, and our good faith estimate of the median of the annual total compensation of all of our employees (excluding our CEO) for 2023 was $202,000. Accordingly, we estimate the ratio of our CEO’s annual total compensation for 2023 to the median of the annual total compensation of all our employees (excluding our CEO) for 2023 was 10.8 to 1. We selected December 31, 2023, which is a date within the last three months of the end of fiscal year 2023, as the date we would use to identify our median employee. To identify the median employee from our employee population, we used the amount of salary, bonus and the target value of equity awards made to employees under our equity plans. We used our payroll records to identify this information. In making this determination, we did not annualize the compensation of those employees who did not work for the Company for the entire fiscal year. We also did not make any cost-of-living adjustments in identifying the median employee. We believe total compensation, including the target value of equity awards granted to employees under the Company’s equity plans, is an appropriate and consistently applied compensation measure because a significant number of our employees participate in the equity plan. Under Item 402(u) and applicable SEC guidance, each company has considerable flexibility to use a compensation measure to identify its median employee, provided the measure is consistently applied to all employees included in the calculation. Additionally, companies are afforded significant discretion as to the assumptions, adjustments and estimates it uses to identify the median employee or to determine annual total compensation of the median employee. Therefore, our 2023 pay ratio is not intended to facilitate a comparison to the pay ratio disclosed by any other company, including any company in our peer group.

  94. PAY-VERSUS-PERFORMANCE TABLE

    | 2) | Compensation Actually Paid is calculated as follows for each covered year with respect to the PEO, the total of, and with respect to the Non-PEO NEOs, the total average for all non-PEO NEOs of: |

  95. PAY-VERSUS-PERFORMANCE TABLE

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid to PEO | 2023($) | 2022($) | 2021($) | 2020($) | | Summary Compensation Table Total | 2,181,100 | 1,839,215 | 1,506,795 | 3,086,114 | | Grant Date Fair Value of Awards Granted in Fiscal Year | (1,080,000) | (860,000) | (540,000) | (2,460,000) | | Fair Value at Fiscal Year End of Outstanding and Unvested Awards Granted in Fiscal Year | 1,180,242 | 345,509 | 779,176 | 3,066,062 | | Change in Fair Value as of Vesting Date of Awards Granted in Prior Fiscal Years That Vested During Fiscal Year | 12,966 | (722,931) | (133,027) | (411,591) | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | 114,468 | (1,859,250) | 963,595 | (357,749) | | Fair Value at Vesting of Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | — | — | | Fair Value as of Prior Fiscal Year End of Awards Granted in Prior Years That Failed to Vest During Fiscal Year | (12,851) | — | — | — | | Dividends and Dividend Equivalent Rights Paid on Outstanding and Unvested Awards | 127,492 | 223,237 | 290,820 | 259,683 | | Compensation Actually Paid | 2,523,417 | (1,034,220) | 2,867,359 | 3,182,518 |

  96. PAY-VERSUS-PERFORMANCE TABLE

    | Reconciliation of Summary Compensation Table Total to Average Compensation Actually Paid to Non-PEO NEOs | 2023($) | 2022($) | 2021($) | 2020($) | | Summary Compensation Table Total | 1,140,388 | 915,639 | 751,959 | 1,134,104 | | Grant Date Fair Value of Awards Granted in Fiscal Year | (601,700) | (443,500) | (304,500) | (872,500) | | Fair Value at Fiscal Year End of Outstanding and Unvested Awards Granted in Fiscal Year | 652,529 | 174,043 | 446,471 | 1,082,614 | | Change in Fair Value as of Vesting Date of Awards Granted in Prior Fiscal Years That Vested During Fiscal Year | 9,885 | (355,057) | (127,320) | (129,680) | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | 39,427 | (933,128) | 388,853 | (237,812) | | Fair Value at Vesting of Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | — | — | | Fair Value as of Prior Fiscal Year End of Awards Granted in Prior Years That Failed to Vest During Fiscal Year | (9,359) | — | — | — | | Dividends and Dividend Equivalent Rights Paid on Outstanding and Unvested Awards | 54,189 | 103,537 | 153,058 | 125,156 | | Average Compensation Actually Paid | 1,285,359 | (538,467) | 1,308,522 | 1,101,882 |

  97. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL The following section describes potential payments and benefits to the NEOs under the Company’s compensation and benefit plans and arrangements upon termination of employment or a change of control of the Company. The Employment Agreements (with respect to Messrs. Busch, Kiernan and Leon) and Severance Plan (with respect to Mr. Barber and Mrs. Holley) provide for payments and other benefits if the NEO’s employment with us is terminated under circumstances specified in his/her respective Employment Agreement or Severance Plan. An NEO’s rights upon the termination of his employment will depend upon the circumstances of the termination. The table below summarizes these rights and the amount of any payments and benefits due under the circumstances specified for the NEO indicated.

  98. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS For 2023, each of our independent directors received an annual cash retainer of $55,000. Our lead independent director received an additional cash retainer of $25,000. The Chair of the Audit Committee received an additional annual cash retainer of $20,000 and each other member of the Audit Committee received an additional annual cash retainer of $10,000. The Chair of the Compensation Committee received an additional annual cash retainer of $15,000 and each other member of the Compensation Committee received an additional annual cash retainer of $7,500. The Chair of the Nominating and Corporative Governance Committee received an additional annual cash retainer of $15,000 and each other member of the Nominating and Corporate Governance Committee received an additional annual cash retainer of $7,500. The Chair of the ESG Committee received an additional annual cash retainer of $15,000 and each other member of the ESG Committee received an additional annual cash retainer of $6,250. In 2023, the Board established a short-term, ad-hoc committee consisting of Ms. Wittman and Ms. Crowley to lead the Board in a review of the Company’s strategic planning. Ms. Wittman received a monthly cash fee equal to $9,000 and Ms. Crowley received a monthly cash fee equal to $5,000. Each of Ms. Wittman and Ms. Crowley received these fees for a four-month period during 2023. Our independent directors each also receive an annual equity-based award in an amount equal to $80,000. The equity-based compensation paid to our independent directors in 2023 consisted of time-based LTIP Units. The LTIP Units generally vest on the first anniversary of the grant date. The following table summarizes the compensation we paid to our independent directors in 2023.

  99. COMPENSATION OF DIRECTORS

    | Name | Fee Earned or Paid in Cash($)(1) | Stock Awards($)(2) | All Other Comp($) | Total($) | | Henry Cole(3) | $103,214 | $80,000 | - | $183,214 | | Mattthew L. Cypher Ph.D.(3) | $73,482 | $80,000 | - | $153,482 | | Ron Marston(3) | $75,714 | $80,000 | - | $155,714 | | Roscoe Moore(4) | $23,393 | - | - | $23,393 | | Zhang Huiqi(5) | - | - | - | - | | Lori Wittman(3) | $123,099 | $80,000 | - | $203,099 | | Paula Crowley(3) | $97,769 | $80,000 | - | $177,769 |

  100. COMPENSATION OF DIRECTORS

    | (1) Represents annual retainer fees earned during 2023. |

  101. COMPENSATION OF DIRECTORS

    | (2) The number of LTIP Units comprising each LTIP grant for the stated stock award dollar value was based on a price of $8.99 per LTIP unit, which was the 10-day volume weighted average price of the Company’s common stock as of May 10, 2023, the date of grant. The stock award values disclosed in this director compensation table are based on market values of the Company’s common stock at the time of grant, which differ from the values calculated in accordance with GAAP as reported in the Company’s audited historical financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. See Note 7 — Stock-Based Compensation in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  102. COMPENSATION OF DIRECTORS

    | (3) As of December 31, 2023, this director had 8,903 unvested LTIP Units. |

  103. COMPENSATION OF DIRECTORS

    | (4) On May 10, 2023, Dr. Moore retired from the Company’s board of directors. |

  104. COMPENSATION OF DIRECTORS

    | (5) As of December 31, 2023, Ms. Zhang did not have any unvested LTIP Units. |

  105. COMPENSATION OF DIRECTORS

    Our Board of Directors may revise our directors’ compensation in its discretion.