DEF 14A of Chiron Real Estate Inc., Apr 8, 2026

DEF 14A of Chiron Real Estate Inc.

Filed Apr 8, 2026 · FY20250001104659-26-040956

Open on EDGAR

  1. 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.

  2. Directors and Executive Officers

    | Name | Age | Position | | Jeffrey Busch | 68 | Chairman of the Board | | Mark Decker, Jr. | 50 | Director, Chief Executive Officer and President | | Robert Kiernan | 60 | Chief Financial Officer and Treasurer | | Alfonzo Leon | 50 | Chief Investment Officer | | Danica Holley | 53 | Chief Operating Officer | | Jamie Barber | 49 | General Counsel and Secretary | | Matthew L. Cypher, Ph.D.† | 49 | Director | | Zhang Huiqi | 36 | Director | | Lori Wittman† | 67 | Director | | Paula Crowley† | 71 | Director |

  3. Directors and Executive Officers

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

  4. Nominees for Election as Directors

    Nominees for Election as Directors Following the Annual Meeting, the Board will consist of six directors, and the Board has nominated each of the individuals named below for election to the Board to serve until the 2027 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. Mark Decker, Jr., Mr. Matthew L. Cypher, Ph.D., 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 2027 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. On December 3, 2025, Mr. Ronald Marston notified the Board that he plans to retire from the Board at the end of his current term on the date of the Annual Meeting. On January 23, 2026, Mr. Henry Cole notified the Board that he plans to step down from the Board at the end of his current term on the date of the Annual Meeting. There have been no disagreements between Mr. Marston and the Company or Mr. Cole and the Company. Our bylaws provide that a majority of the entire Board may establish, increase or decrease the number of directors, provided that the number of directors may not be less than the minimum number required by the Maryland General Corporation Law, nor more than 15. The Board previously established the size of the Board at eight and has decided to reduce the size of the Board from eight directors to six effective as of the Annual Meeting. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. The Board is currently conducting a broad search for additional qualified Board candidates and intends to re-increase the size of the Board once a suitable candidate(s) has been identified. The Board of Directors recommends a vote FOR the nominees (Proposal 1 on the proxy card). Biographical Information for Nominees for Director Jeffrey Busch. Director since September 2014. Mr. Busch is a businessman specializing in healthcare and real estate. Mr. Busch is the Founder of the Company and served as Chairman and President of our Company from August 2015 to June 2025 and served as Chief Executive Officer of our Company from August 2017 to June 2025. Mr. Busch has a 30-year history in real estate with billions in transactions. 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. In March 2026, Mr. Busch was appointed CEO of Ignite Proteomics, a subsidiary of Aditxt, Inc. (NASDAQ: ADTX). From September 2024 through May 2025, Mr. Busch served as the Chairman of IMAC Holdings, Inc., which is a medical cancer company listed on NASDAQ. Mr. Busch previously served on the boards of IMAC Holdings, Inc.’s predecessor companies. 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 previous experience as our Chief Executive Officer and President and his significant experience with developing and managing real estate assets. Mark Decker, Jr. Director since June 2025. Mr. Decker has served as our Chief Executive Officer and President since June 2025. Previous to serving as our Chief Executive Officer and President, Mr. Decker was a Managing Partner at Proterra Value Investors, where he co-led the Net Lease strategy, from May 2023 to June 2025. From April 2017 to March 2023, Mr. Decker served as President, Chief Executive Officer and Chief Investment Officer and as a member of the board of trustees of Centerspace (NYSE: CSR), a NYSE-listed real estate investment trust, focused on the ownership, management, acquisition, development and redevelopment of apartment communities. From August 2016 to April 2017, Mr. Decker served as the President and Chief Investment Officer of Centerspace. From 2011 to 2016, he served as Managing Director and U.S. Group Head of Real Estate Investment and Corporate Banking at BMO Capital Markets, the North American-based investment banking subsidiary of the Canadian Bank of Montreal. In addition, Mr. Decker served as a director for Alpine Income Property Trust (NYSE: PINE) from November 2019 until October 2024. Mr. Decker earned a Bachelor of Arts in History from the College of William & Mary. The Nominating and Corporate Governance Committee of our Board has concluded that Mr. Decker should serve as a director because of his significant experience with real estate investment trusts, real estate capital markets and general real estate experience. 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 2025, the Steers Center for Global Real Assets (formerly 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. 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. The Nominating and Corporate Governance Committee of our Board also took into account that Dr. Cypher 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.

  5. Nominees for Election as Directors

    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 Henan 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. Lori Wittman. Lead Independent Director, 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 is now the Chair of the board of NetSTREIT. 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 and completed the NYU Law school/NASDAQ cyber scholar program. 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 until the Company was sold in 2025. 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. Biographical Information for Executive Officers Our executive officers are Mark Decker, Jr., our Chief Executive Officer, President and Director; Robert Kiernan, our Chief Financial Officer and Treasurer; Alfonzo Leon, our Chief Investment Officer; Danica Holley, our Chief Operating Officer, and Jamie Barber, our General Counsel and Secretary. Because Mr. Decker is also a director of the Company, we have provided his biographical information above.

  6. Nominees for Election as Directors

    Robert Kiernan. Mr. Kiernan joined the Company as our Chief Financial Officer and Treasurer in August 2017. Mr. Kiernan has more than 30 years of experience in financial accounting, reporting and management. Prior to joining our Company, Mr. Kiernan served as the Senior Vice President, Controller and Chief Accounting Officer of FBR & Co. (“FBR” NASDAQ: FBRC) commencing in October 2007 and in a similar role for Arlington Asset Investment Corp. (“Arlington Asset” NYSE: AAIC) commencing in April 2003. Prior to joining Arlington Asset, Mr. Kiernan was a senior manager in the assurance practice at Ernst & Young. Mr. Kiernan holds a Bachelor of Science in Accounting, Mount St. Mary’s University, Cum Laude (1987) and is a member of the American Institute of Certified Public Accountants. Alfonzo Leon. Mr. Leon joined the Company in August 2014 and has served as Chief Investment Officer since July 1, 2015. Mr. Leon is a real estate finance executive with 25 years of acquisition and capital markets experience working on behalf of institutional investors, real estate developers, and healthcare operators. Prior to joining our Company, Mr. Leon was a Senior Vice President with Cain Brothers & Company, a boutique healthcare investment banking firm based out of New York and San Francisco, in their real estate M&A and capital markets group. Prior to Cain Brothers, Mr. Leon was an associate with LaSalle Investment Management, an international investment advisor firm, in their North American acquisition group. LaSalle Investment Management is a subsidiary of global consultancy firm Jones Lang LaSalle (NYSE: JLL). Mr. Leon received his Masters degree in real estate finance from the Massachusetts Institute of Technology and his B.S. in Architecture from the University of Virginia. Danica Holley. Ms. Holley has served as our Chief Operating Officer since March 30, 2016. Ms. Holley’s business development and management experience spans more than 20 years with an emphasis on working in an international environment. She has extensive experience in international program management, government procurement, and global business roll-outs and start-ups. As Executive Director for Safe Blood International Foundation, from April 15, 2008 to present, she oversaw national health initiatives in Africa and Asia, including an Ebola response project. Ms. Holley has held management positions as the Director of Strategy, Corporate Business Development for WorldSpace, Inc. from 1997 to 2000, Director of Marketing for Corporate and Business at ISI Professional Services from 2000 to 2001, and Director of Administration at Tanzus Development from 1996 to 1997 and SK&I Architectural Design Group, LLC from 2003 to 2007. Ms. Holley has more than a decade of experience managing multinational teams for complex service delivery across disciplines. Since October 2021, Ms. Holley has served on the Board of Directors and the Audit, Nominating and Governance, and Compensation Committees of the Board of Directors of Mobile Infrastructure Corporation (NYSE American: BEEP). Since April 2022, Ms. Holley has also served on the Board of Directors of Theralink Technologies. Ms. Holley received a B.S.F.S from the Edmund Walsh School of Foreign Service at Georgetown University in International Law, Politics and Organization, an African Studies Certificate and Arabic Proficiency (May 1994). She studied International Organization at the School for International Training, Brattleboro, Vermont and Rabat, Morocco (January − June 1993). She is an alumna of Georgetown University’s Graduate Leadership Coaching Program (September 2010) and completed Harvard Business School’s Finance for Senior Executives program (July 2018). Jamie Barber. Mr. Barber joined our Company as General Counsel and Secretary in May 2017. Prior to joining our Company, from July 2012 to May 2017, Mr. Barber was Associate General Counsel at FBR, where he assisted with SEC compliance and corporate governance matters and was primary counsel for FBR’s investment banking operations. From August 2004 to June 2012 Mr. Barber served as an Associate and Senior Associate — Real Estate Capital Markets at Hunton Andrews Kurth LLP (formerly Hunton & Williams LLP), where he represented public REITs in conjunction with SEC compliance requirements, corporate governance matters and offerings of equity and debt and merger and acquisition transactions. From September 2003 to August 2004 Mr. Barber served as an Associate at Sullivan & Cromwell LLP, where he represented issuers and underwriters in public and private offerings of equity and debt securities. Mr. Barber received his Juris Doctor degree from Hofstra University School of Law in 2003. In 1999, he received his Bachelor of Science, Accounting and Finance, from Indiana University. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The table below describes the beneficial ownership of shares of our common stock as of February 28, 2026 except to the extent indicated otherwise in the footnotes, for:

  7. Nominees for Election as Directors

    | ● | each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock; |

  8. Nominees for Election as Directors

    | ● | each director and each NEO; and |

  9. Nominees for Election as Directors

    | ● | all our directors and executive officers as a group. |

  10. Nominees for Election as Directors

    Except as noted in the footnotes, each person named in the following table directly owns our common stock and has sole voting and investment power. Unless otherwise indicated, the address of each named person is c/o Chiron Real Estate Inc., 7373 Wisconsin Avenue, Suite 800, Bethesda, Maryland 20814. As of February 28, 2026, no shares beneficially owned by any executive officer, director or director nominee have been pledged as security for a loan. On September 19, 2025, the Company completed a one-for-five reverse stock split of its common stock. Amounts included below are shown on a post-split basis.

  11. Nominees for Election as Directors

    | | Number of Shares | Percentage of | | 5% Beneficial Owners | Beneficially Owned(1) | Shares(2) | | BlackRock, Inc.(3) | 1,048,253 | 7.9% | | Zensun Enterprises Limited(4) | 743,122 | 5.6% |

  12. Nominees for Election as Directors

    | Executive Officer and Directors | Number of Shares Beneficially Owned | Percentage of Shares | | Mark Decker, Jr.(5) | 60,529 | * | | Jeffrey Busch(6) | 157,701 | 1.2% | | Robert Kiernan(7) | 73,435 | * | | Alfonzo Leon(8) | 76,107 | * | | Danica Holley(9) | 48,748 | * | | Jamie Barber(10) | 21,868 | * | | Zhang Huiqi(11) | 749,122 | 5.7% | | Henry Cole(12) | 10,348 | * | | Ronald Marston(13) | 10,368 | * | | Matthew L. Cypher, Ph.D(14) | 9,072 | * | | Lori Wittman(15) | 7,613 | * | | Paula Crowley(15) | 7,613 | * | | All executive officers and directors as a group (12 people) | 1,171,995 | 8.9% |

  13. Nominees for Election as Directors

    | * Represents less than 1% |

  14. Nominees for Election as Directors

    | (1) Includes the total number of shares of common stock issuable upon redemption of operating partnership units (“OP Units”) and long-term incentive plan units under the 2016 Plan (as defined below) (the “LTIP Units”) in Chiron Real Estate LP, the Company’s operating partnership. Subject to certain restrictions, LTIP Units are convertible into an equivalent number of OP Units. OP Units are redeemable by the holder for cash or, at the Company’s option, an equivalent number of shares of common stock. |

  15. Nominees for Election as Directors

    | (2) The total number of shares of common stock outstanding used in calculating the percentage ownership of each person assumes that the vested LTIP Units held by such person, directly or indirectly, are redeemed for shares of common stock and none of the vested LTIP Units held by other persons are redeemed for shares of common stock. | | (3) Based on a Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the SEC on January 25, 2024. These securities are owned by BlackRock directly or through wholly owned subsidiaries of BlackRock. BlackRock has sole voting power with respect to 1,017,924 shares of common stock and sole dispositive power with respect to 1,048,253 shares of common stock. BlackRock lists its address as 50 Hudson Yards, New York, New York 10001. | | (4) Huang Yanping is the sole settlor, protector and one of the beneficiaries of the Superior Glory Enterprises Trust (Zhang Huiqi is the other beneficiary), which, through a number of wholly owned subsidiaries, is the sole parent of Joy Town, Inc. Joy Town, Inc. is the controlling stockholder of Zensun Enterprises Limited. Huang Yanping and Zhang Huiqi have shared voting and dispositive control over securities held by Zensun Enterprises Limited. The information reported in the table above is based on a Schedule 13D filed with the SEC on January 10, 2019, by Huang Yanping. The principal address of Huang Yanping is East No. 38, Floor 3, East Unit 5, Building 2, East Yard No. 9 Jinshui District, Zhengzhou, Henan Province, China. Zensun Enterprises Limited was, prior to the Company's management internalization in July 2020, the 85% owner of our former external advisor. | | (5) Includes 58,178 shares of common stock and 2,351 vested LTIP Units convertible into shares of common stock on a one-for-one basis subject to certain conditions. On June 23, 2025, Mr. Decker was appointed as a Director and the Chief Executive Officer and President of the Company. | | (6) Includes 8,698 shares of common stock and 149,003 vested LTIP Units convertible into shares of common stock on a one-for-one basis subject to certain conditions. On June 23, 2025, Mr. Busch was removed from his position as Chief Executive Officer and President of the Company. | | (7) Includes 3,000 shares of common stock and 70,435 vested LTIP Units convertible into shares of common stock on a one-for-one basis subject to certain conditions. | | (8) Includes 76,107 vested LTIP Units convertible into shares of common stock on a one-for-one basis subject to certain conditions. | | (9) Includes 100 shares of common stock and 48,748 vested LTIP Units convertible into shares of common stock on a one-for-one basis subject to certain conditions. | | (10) Includes 21,868 vested LTIP Units convertible into shares of common stock on a one-for-one basis subject to certain conditions. | | (11) The amount beneficially owned by Ms. Zhang consists of 743,122 shares owned by Zensun Enterprises Limited as of February 28, 2026. Ms. Zhang is one of the beneficiaries of the Superior Glory Enterprises Trust, which, through a number of wholly owned subsidiaries, is the sole parent of Joy Town, Inc. Joy Town, Inc. is the controlling stockholder of Zensun Enterprises Limited. Huang Yanping and Zhang Huiqi have shared voting and dispositive control over securities held by Zensun Enterprises Limited. The information reported in the table above is based on a Schedule 13D filed with the SEC on January 10, 2019, by Huang Yanping. Also includes 6,000 vested LTIP Units convertible into shares of common stock on a one-for-one basis subject to certain conditions. The principal address of Huang Yanping is East No. 38, Floor 3, East Unit 5, Building 2, East Yard No. 9 Jinshui District, Zhengzhou, Henan Province, China. | | (12) Includes 1,546 shares of common stock and 8,802 vested LTIP Units convertible into shares of common stock on a one-for-one basis subject to certain conditions. | | (13) Includes 1,566 shares of common stock and 8,802 vested LTIP Units convertible into shares of common stock on a one-for-one basis subject to certain conditions. | | (14) Includes 270 shares of common stock and 8,802 vested LTIP Units convertible into shares of common stock on a one-for-one basis subject to certain conditions. | | (15) Includes 7,613 vested LTIP Units convertible into shares of common stock on a one-for-one basis subject to certain conditions. |

  16. Nominees for Election as Directors

    CORPORATE GOVERNANCE

  17. Compensation Philosophy

    | ● | Tie annual incentive compensation to the achievement of pre-established corporate goals and individual performance. | | ● | Provide long-term incentive compensation in the form of performance-based LTIP Units with performance tied to total stockholder returns and relative stockholder returns. | | ● | Align compensation with stockholder returns through long-term incentive awards. | | ● | Use peer groups when setting compensation. |

  18. Compensation Philosophy

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

  19. Compensation Philosophy

    | ● | Use an independent compensation consultant. |

  20. Compensation Philosophy

    | ● | Allow for “single-trigger” change-in-control cash payments. | | ● | Provide tax gross-ups. | | ● | Allow hedging of the Company’s stock. | | ● | Allow pledging of the Company’s stock as collateral for loans or in a margin account. |

  21. 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 2025, the Compensation Committee engaged Farient 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. Farient 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 Farient 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 Farient 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 Farient performed for the Company in 2025.

  22. 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 2025, the Company’s peer group consisted of the following companies (collectively, the “Peer Companies”):

  23. Peer Companies

    Peer Companies

  24. Peer Companies

    | Company | Implied Market Cap(1) | | American Healthcare REIT | $8.4 billion | | Armada Hoffler Properties, Inc. | $0.5 billion | | Brandywine Realty Trust | $0.5 billion | | CareTrust REIT, Inc. | $8.0 billion | | City Office REIT, Inc. | N/A(2) | | Community Healthcare Trust Incorporated | $0.4 billion | | Easterly Government Properties, Inc. | $1.0 billion | | Elme Communities | $1.5 billion | | Getty Realty Corp. | $1.6 billion | | LTC Properties, Inc. | $1.6 billion | | National Health Investors, Inc. | $3.6 billion | | NETSTREIT Corp. | $1.5 billion | | Plymouth Industrial REIT, Inc. | $1.0 billion | | Sabra Health Care REIT, Inc. | $4.7 billion | | Sila Realty Trust, Inc. | $1.0 billion | | Whitestone REIT | $0.7 billion |

  25. Peer Companies

    (1) As of December 31, 2025. Data provided by third-party vendor. (2) No market cap data available as of December 31, 2025 due to the Company being acquired by a third party. 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.

  26. Elements of 2025 Executive Compensation

    | ● | Base salary; | | ● | Annual incentive plan awards; and | | ● | Long-term incentive plan awards. |

  27. Elements of 2025 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 2025 annual base salaries for our NEOs remained unchanged from 2024 and are set forth in the table below:

  28. Elements of 2025 Executive Compensation

    Mr. Busch’s 2025 annual base salary was $700,000. From January 1, 2025 through June 20, 2025 (the last day of Mr. Busch’s employment at the Company), Mr. Busch received a prorated base salary of $338,611. Mr. Busch did not participate in the 2025 Annual Incentive Plan or the 2025 Long-Term Incentive Plan. 2025 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 "2025 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 Company’s 2016 Equity Incentive Plan (as amended from time-to-time, the “2016 Plan”). The target awards for the 2025 Annual Incentive Plan for each NEO remained unchanged from 2024 and are set forth in the table below:

  29. Elements of 2025 Executive Compensation

    | NEO | Cash Award (Target) | LTIP Award (Target) | Total Award (Target) | | Mark Decker, Jr. | $222,833 | $148,556 | $371,389 | | 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 2025 Executive Compensation

    | Year-End Portfolio Occupancy (15% of 2025 Annual Incentive Plan): | Reason for Inclusion in Plan: Many investors focus on the Company’s portfolio occupancy as one measure to ensure protection of the Company’s revenue stream. |

  31. Elements of 2025 Executive Compensation

    | Full-Year Core Funds from Operations (“Core FFO”) per share, as reported by the Company in its 2025 Annual Report(1) (25% of 2025 Annual Incentive Plan): | Reason for Inclusion in Plan: The Compensation Committee considers the Company’s Core FFO growth to be an important factor in the Company’s profitability and its ability to support its dividend. Award Levels (reverse split-adjusted): |

  32. Elements of 2025 Executive Compensation

    | Quarter-End Average Debt-to-Assets (Leverage) Ratio (25% of 2025 Annual Incentive Plan): | Reason for Inclusion in Plan: In establishing this component of the plan, the Compensation Committee focused on the need to prudently manage the Company’s balance sheet during 2025. |

  33. Elements of 2025 Executive Compensation

    | Acquisition Activity (15% of 2025 Annual Incentive Plan): | Reason for Inclusion in Plan: The Compensation Committee considers acquisition growth to be an important factor in the overall growth of the Company. The Committee added this component back into the annual incentive program given the Company’s expected acquisition growth and the improved acquisition market as a whole. Acquisition growth is vital to the Company’s long-term earnings potential. Further, we expect acquisition growth to result in greater investor interest in our common stock and a lower cost of capital. |

  34. Elements of 2025 Executive Compensation

    | Individual Performance (20% of 2025 Annual Incentive Plan): | Reason for Inclusion in Plan: In addition to the quantitative criteria of the 2025 Annual Incentive Plan, the Compensation Committee considers it important to measure each NEO’s individual contributions to the Company’s overall performance based on such NEO’s position and responsibilities. Award Levels: Individually determined in the discretion of the Compensation Committee based upon an evaluation of the individual performance of each NEO against certain established qualitative performance goals. |

  35. Elements of 2025 Executive Compensation

    The table below summarizes the earned cash awards, dollar value of earned LTIP Units and the actual number of earned LTIP Units for each NEO pursuant to the 2025 Annual Incentive Plan. In February 2026, the Compensation Committee and the Board determined the earned amounts based on the Company’s and each NEO’s performance in accordance with the 2025 Annual Incentive Plan’s metrics:

  36. Elements of 2025 Executive Compensation

    | NEO | Amount of Cash Award | Dollar Value of Earned LTIP Units | Number of Earned LTIP Units | | Mark Decker, Jr.(1) | $222,833 | $148,556 | 4,702 | | Robert Kiernan | $213,200 | $142,133 | 3,492 | | Alfonzo Leon | $199,800 | $133,325 | 3,273 | | Danica Holley | $138,528 | $92,439 | 2,270 | | Jamie Barber | $123,610 | $82,483 | 2,025 |

  37. Elements of 2025 Executive Compensation

    | (1) Mr. Decker’s awards were based on a prorated portion of his 2025 annual base salary. Pursuant to Mr. Decker’s employment agreement, he received the target amount of his 2025 Annual Incentive Plan awards. |

  38. Elements of 2025 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 NEO through and on the applicable vesting date:

  39. Elements of 2025 Executive Compensation

    | ● | 50% of the earned LTIP Units became vested on February 24, 2026; and | | ● | 50% of the earned LTIP Units become vested on February 24, 2027. |

  40. Elements of 2025 Executive Compensation

    For all time-based and performance-based equity awards held by the NEOs and described herein, 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 NEO’s retirement or upon a “Change-in-Control” (as defined in the relevant employment agreement, plan, or award agreements) of the Company. For Messrs. Decker, 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. 2025 Long-Term Equity Incentive Plan. In addition to our 2025 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 2025 pursuant to the 2016 Plan (our “2025 Long-Term Equity Incentive Plan”) were made in the form of LTIP Units and were divided into two components: (i) a time-based vesting component (50% of the aggregate award), and (ii) a performance-based component (50% of the aggregate award). 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) and (ii) a Relative Total Stockholder Return component (50% of the performance-based award). The table below provides a summary of the rationale and vesting terms of the 2025 Long-Term Equity Incentive Plan:

  41. Elements of 2025 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): | | | | ● | Third anniversary: 100% of total award |

  42. Elements of 2025 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: | | | | ● | Threshold (50% of Target Award): 35th percentile of the Index Companies | | | ● | Target (100% of Target Award): 55th percentile of the Index Companies | | | ● | Maximum (200% of Target Award): 75th percentile of the Index Companies |

  43. Elements of 2025 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 2025 Long-Term Incentive Plan target awards granted to our NEOs on February 26, 2025. 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 26, 2028) (the “2025 Long-Term Valuation Date”).

  44. Elements of 2025 Executive Compensation

    | (1) The number of target LTIP Units comprising each 2025 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 $46.70 per share, on a reverse split-adjusted basis. |

  45. Elements of 2025 Executive Compensation

    | (2) The number of target LTIP Units comprising each 2025 Performance-Based Award was determined by an independent valuation consultant using a Monte Carlo simulation. | | (3) Pursuant to Mr. Decker’s Employment Agreement, Mr. Decker did not receive a 2025 Long-Term Incentive Plan Award. |

  46. Elements of 2025 Executive Compensation

    As soon as practicable following the 2025 Long-Term Valuation Date, the Compensation Committee will determine the number of LTIP Units earned by each NEO under both the Absolute TSR Component and the Relative TSR Component. Any LTIP Units subject to a 2025 Performance-Based Award that are not earned as set forth above will be forfeited, and the NEO 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 respective NEO through and on the applicable vesting date:

  47. Elements of 2025 Executive Compensation

    | (i) 50% of the earned LTIP Units become vested as of the 2025 Long-Term Valuation Date; and |

  48. Elements of 2025 Executive Compensation

    | (ii) 50% of the earned LTIP Units become vested on the first anniversary of the 2025 Long-Term Valuation Date. |

  49. 2022 Long-Term Performance Plan

    2022 Long-Term Performance Plan On February 24, 2022, the Company granted equity awards to the NEOs under the 2016 Plan (the “2022 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 2022 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 2022 Long-Term Performance Plan began on February 24, 2022, and ended on February 23, 2025. Absolute Return Component. Pursuant to the 2022 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 absolute TSR component were as follows:

  50. Absolute Stockholder Return Component

    | | | Absolute Stockholder Return Component Hurdles | | | | | | | NEO | Target 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 | 3,156 | 18% | 27% | 36% | -41% | 0% | - | | Robert Kiernan | 2,104 | 18% | 27% | 36% | -41% | 0% | - | | Alfonzo Leon | 2,104 | 18% | 27% | 36% | -41% | 0% | - | | Danica Holley | 1,315 | 18% | 27% | 36% | -41% | 0% | - | | Jamie Barber | 1,315 | 18% | 27% | 36% | -41% | 0% | - |

  51. Relative Stockholder Return Component

    | | | Hurdles | | | | | | | | | Threshold | | Maximum | | | | | | Target | Percentile | | Percentile | | % of Target | Final Payout | | | Award (# of | (50% of | Target | (200% of | Company | Award | (# of LTIP | | NEO | LTIP Units) | Target) | Percentile | Target) | Percentile(1) | Earned | Units) | | Jeffrey Busch | 1,052 | 35th | 55th | 75th | 5th | 0% | - | | Robert Kiernan | 701 | 35th | 55th | 75th | 5th | 0% | - | | Alfonzo Leon | 701 | 35th | 55th | 75th | 5th | 0% | - | | Danica Holley | 438 | 35th | 55th | 75th | 5th | 0% | - | | Jamie Barber | 438 | 35th | 55th | 75th | 5th | 0% | - |

  52. Relative Stockholder Return Component

    | (1) Calculated by comparing the Company’s absolute stockholder return (as calculated pursuant to the Absolute Return Component of the 2022 Long-Term Equity Incentive Plan) against the returns of the companies in the Dow Jones U.S. Real Estate Health Care Index (weighted by the market capitalization of each company in the index). |

  53. Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Nonpublic Information

    Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Nonpublic Information We do not currently grant stock options or option-like equity awards to our NEOs, employees or directors; therefore, we do not currently have a formal practice or policy with respect to the grant of stock options or option-like awards. During 2025, we did not time the disclosure of material nonpublic information to affect the value of executive compensation awards granted to our NEOs, employees or directors.

  54. Risk Considerations in our Executive Compensation Program

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

  55. Risk Considerations in our Executive Compensation Program

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

  56. Risk Considerations in our Executive Compensation Program

    | ● | The Compensation Committee considers risk management when determining the portion of our 2025 Annual Incentive Plan earned for individual performance; and |

  57. Non-Solicitation, Non-Competition, Intellectual Property, Confidentiality, and Non-Disparagement

    | 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: |

  58. Non-Solicitation, Non-Competition, Intellectual Property, Confidentiality, and Non-Disparagement

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid to Mark Decker, Jr. | 2025($) | 2024($) | 2023($) | 2022($) | 2021($) | | Summary Compensation Table Total | 1,817,778 | — | — | — | — | | Grant Date Fair Value of Awards Granted in Fiscal Year | (1,148,556) | — | — | — | — | | Fair Value at Fiscal Year End of Outstanding and Unvested Awards Granted in Fiscal Year | 1,229,756 | — | — | — | — | | Change in Fair Value as of Vesting Date of Awards Granted in Prior Fiscal Years That Vested During Fiscal Year | — | — | — | — | — | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | — | — | — | — | — | | 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 | — | — | — | — | — | | Dividends and Dividend Equivalent Rights Paid on Outstanding and Unvested Awards | 47,619 | — | — | — | — | | Compensation Actually Paid | 1,946,597 | — | — | — | — |

  59. Non-Solicitation, Non-Competition, Intellectual Property, Confidentiality, and Non-Disparagement

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid to Jeffrey Busch | 2025($) | 2024($) | 2023($) | 2022($) | 2021($) | | Summary Compensation Table Total | 328,611 | 2,521,796 | 2,181,100 | 1,839,215 | 1,506,795 | | Grant Date Fair Value of Awards Granted in Fiscal Year | — | (1,480,000) | (1,080,000) | (860,000) | (540,000) | | Fair Value at Fiscal Year End of Outstanding and Unvested Awards Granted in Fiscal Year | — | 915,418 | 1,180,242 | 345,509 | 779,176 | | Change in Fair Value as of Vesting Date of Awards Granted in Prior Fiscal Years That Vested During Fiscal Year | (130,963) | 106,710 | 12,966 | (722,931) | (133,027) | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | (193,902) | (255,644) | 114,468 | (1,859,250) | 963,595 | | 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 | — | (14,883) | (12,851) | — | — | | Dividends and Dividend Equivalent Rights Paid on Outstanding and Unvested Awards | 33,137 | 152,522 | 127,492 | 223,237 | 290,820 | | Compensation Actually Paid | 36,882 | 1,945,919 | 2,523,417 | (1,034,220) | 2,867,359 |

  60. Non-Solicitation, Non-Competition, Intellectual Property, Confidentiality, and Non-Disparagement

    | Reconciliation of Summary Compensation Table Total to Average Compensation Actually Paid to Non-PEO NEOs | 2025($) | 2024($) | 2023($) | 2022($) | 2021($) | | Summary Compensation Table Total | 1,222,985 | 1,208,863 | 1,140,388 | 915,639 | 751,959 | | Grant Date Fair Value of Awards Granted in Fiscal Year | (706,700) | (706,700) | (601,700) | (443,500) | (304,500) | | Fair Value at Fiscal Year End of Outstanding and Unvested Awards Granted in Fiscal Year | 474,024 | 435,543 | 652,529 | 174,043 | 446,471 | | Change in Fair Value as of Vesting Date of Awards Granted in Prior Fiscal Years That Vested During Fiscal Year | 14,461 | 41,140 | 9,885 | (355,057) | (127,320) | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | (156,701) | (144,806) | 39,427 | (933,128) | 388,853 | | 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 | — | (9,922) | (9,359) | — | — | | Dividends and Dividend Equivalent Rights Paid on Outstanding and Unvested Awards | 70,183 | 73,409 | 54,189 | 103,537 | 153,058 | | Average Compensation Actually Paid | 918,252 | 897,527 | 1,285,359 | (538,467) | 1,308,522 |

  61. Severance and Change-in-Control Payment Table as of December 31, 2025

    | Name | Fee Earned or Paid in Cash($)(1) | Stock Awards($)(2) | All Other Comp($) | Total($) | | Henry Cole(3) | $98,159 | $85,000 | - | $183,159 | | Matthew L. Cypher Ph.D.(3) | $90,659 | $85,000 | - | $175,659 | | Ron Marston(3) | $73,159 | $85,000 | - | $158,159 | | Zhang Huiqi | - | - | - | - | | Lori Wittman(3) | $110,659 | $85,000 | - | $195,659 | | Paula Crowley(3) | $90,659 | $85,000 | - | $175,659 |