DEF 14A of National Healthcare Properties, Inc.
Filed Mar 31, 2026 · FY20250001140361-26-012359
Board of Directors and Executive Officers
Board of Directors and Executive Officers The table set forth below lists the names, ages and certain other information about each member of our Board, including the six directors who have been nominated for reelection at the Annual Meeting. We have also included information regarding each of the continuing members of our Board and for each of our executive officers:
Board of Directors and Executive Officers
| Directors / Nominees | Age | Position | Director Since | | Michael Anderson | 37 | Director, Chief Executive Officer and President | 2024 | | Leslie D. Michelson | 75 | Non-Executive Chair; Independent Director | 2015 | | Scott W. Humphrey | 55 | Audit Committee Chair; Independent Director | 2026 | | Elizabeth K. Tuppeny | 65 | Compensation and Corporate Governance Committee Chair; Independent Director | 2013 | | B.J. Penn | 87 | Independent Director | 2019 | | Edward M. Weil, Jr. | 59 | Director | 2016 | | Other Current Directors | | | | | Edward G. Rendell | 82 | Independent Director | 2019 | | Executive Officers | | | | | Michael Anderson | 37 | Chief Executive Officer, President and Director | 2024 | | Andrew T. Babin | 42 | Chief Financial Officer and Treasurer | N/A |
Nominees for Directors
Nominees for Directors Michael Anderson Michael Anderson has served as the Chief Executive Officer and President of the Company since September 2023 and a member of Board since September 2024. Mr. Anderson joined AR Global Investments, LLC (“AR Global”) in 2013 and has served in various leadership roles at entities that are or were advised by affiliates of AR Global, including as a principal of AR Global and its controlling entity since 2020, as chief executive officer of American Strategic Investment Co. (NYSE: NYC) (“ASIC”) from September 2023 through March 2025 and as general counsel and secretary of G&P Acquisition Corp. from December 2020 to December 2022. During his professional career, Mr. Anderson has led over $10 billion in real estate, equity and debt, mergers and acquisitions and other corporate transactions and managed multiple public REITs in leadership roles. Mr. Anderson earned a Bachelor of Arts degree from the University of Arizona, where he graduated cum laude, and a Juris Doctor degree from the University of Mississippi School of Law, where he graduated summa cum laude. Our Board believes that Mr. Anderson’s extensive experience as an executive officer of the companies described above and his significant experience in real estate and public company management make him a valuable and well qualified member of our Board. Leslie D. Michelson has served as an independent director of the Company since December 2015, including as its non-executive chair since October 2016. Mr. Michelson has also served as: an independent director of Franklin BSP Lending Corp., from January 2011 until its merger with BSP Capital Corporation in January 2024; an independent director of The Necessity Retail REIT, Inc. from February 2017 to September 2023; an independent director of Global Net Lease Inc (“GNL”) since September 2023; an independent director, including as lead independent director, of Franklin BSP Capital Corp. since March 2020; and an independent director, including as lead independent director, of Franklin BSP Private Credit Fund since October 2022. Mr. Michelson also served as an independent director of American Realty Capital — Retail Centers of America, Inc. between December 2015 and February 2017 and as an independent trustee of Franklin BSP Real Estate Debt BDC from March 2024 to September 2025. From April 2007 until February 2020, Mr. Michelson served as the chairman and chief executive officer of Private Health Management, Inc., a company which assists corporate employees, and their dependents, families and individuals obtain the best healthcare. Since March 2020, Mr. Michelson has served as executive chair and a director of Private Health Management, Inc. Mr. Michelson has served as a member of the Board of Advisors for the UCLA Fielding School of Public Health since October 2013. He also served as a director of Druggability Technology Holdings, Ltd., a proprietary pharmaceutical product business dedicated to the development and commercialization of high-value pharmaceutical products, from April 2013 until September 2018. He has served as founder and chief executive officer of Michelson on Medicine, LLC since January 2011. Earlier in his career, Mr. Michelson served as a founder, investor, director and executive officer of multiple public and private companies, including foundations, in the healthcare, technology, finance and real estate industries. Mr. Michelson received his Bachelor of Arts from The Johns Hopkins University in 1973 and a Juris Doctor from Yale Law School in 1976. Our Board believes that Mr. Michelson’s extensive experience as a director and executive officer of multiple companies make him a valuable and well qualified member of our Board. Scott W. Humphrey Scott W. Humphrey has served as an independent director of the Company since January 2026, including as the chair of its audit committee since January 2026. Mr. Humphrey is a seasoned financial executive and social impact advocate with a 30-year career spanning investment banking, early- stage venture investing and nonprofit leadership. After beginning his career in New York and Chicago with top-tier investment banks (BMO Capital Markets and Deutsche Bank Securities), Mr. Humphrey transitioned to advising and investing in companies that blend financial return with social impact. His expertise bridges strategy, finance and innovation. Mr. Humphrey’s cross-industry experience includes deep knowledge in corporate governance, mergers and acquisitions, restructuring and operational turnarounds. His prior public board experience includes serving as Lead Director of Heska Corporation (Nasdaq: HSKA acquired by Mars Corporation in 2023) from October 2018 until June 2023 as well as Compensation Committee Chair (2018 to 2020), Governance Committee Chair (2017 to 2018) and an Audit Committee member (2017 to 2023). He currently sits on the board of Integrated Rail and Resources Inc. (pending public offering in 2026) where he serves as the Audit Committee Chair, and also on the board of privately-held Manifold Group (since 2024). He holds a Bachelor of Science in Finance and Economics from the University of Arizona and a Master of Public Policy and Administration from Northwestern University. Our Board believes Mr. Humphrey’s experience serving on various public and private boards in multiple industries and in the investment banking industry makes him well qualified to serve as a member of our Board. Elizabeth K. Tuppeny Elizabeth K. Tuppeny has served as an independent director of the Company since January 2013, including as the chair of its nominating and corporate governance committee since January 2016 and chair of its compensation committee since July 2024. Since January 2026, Ms. Tuppeny has served as the chair of the Company’s CCG Committee. Ms. Tuppeny has also served as an independent director of ASIC since March 2014, including as its lead independent director since December 2014, and an independent director of Franklin BSP Realty Trust, Inc. (NYSE: FBRT) since January 2013, including as its lead independent director since July 2016. As the chief executive officer and founder of Domus, Inc. (“Domus”), a full-service marketing communications agency, Ms. Tuppeny has over 30 years of experience in the branding and advertising industries and has driven
Nominees for Directors
business strategies for Fortune 500 companies, focused on maximizing return on investment with internal, external and brand advocacy marketing. Domus provides services to Fortune 500 companies, including Chevron, Citibank, ConAgra, Diageo, DuPont, Epson, Mattel, Merck, Merrill Lynch, Procter & Gamble, Ralph Lauren and Westinghouse. Domus’ real estate clients include Ritz Carlton Residences, S&H Associate’s (Tel Aviv) Parkway 22, and PMC Real Estate. Ms. Tuppeny also founded EKT Development, LLC to pursue entertainment projects in publishing, feature film and education video games. Ms. Tuppeny also Co-Founded BDI LLC, an online content company focusing on the wine industry with her sommelier spouse. Ms. Tuppeny served on the board of directors and executive committee of the Philadelphia Industrial Development Council, a public-private development organization, for three-plus years where she evaluated and approved over 500- industrial and commercial real estate transactions totaling over $1 billion that helped to attract jobs to Philadelphia, including Citizen’s Bank Park and The Navy Yard. Ms. Tuppeny has served on the boards of directors and advisory committees for the Arthur Ashe Foundation, Avenue of the Arts, Drexel Medical School, Philadelphia International Tourism Cabinet, Pennsylvania Commission for Women, Penn Relays and the Police Athletic League. Ms. Tuppeny was the recipient of the prestigious national Stevie Award as the nation’s top woman entrepreneur in 2004, outperforming 13,000 entrants, and was named as a “Top Woman in Philadelphia Business” in 1996, one of the “Top 50 Women in Pennsylvania” in 2004 and as the “Businessperson of the Year” in 2003 by the Greater Philadelphia Chamber of Commerce. Ms. Tuppeny has expertise in world-class governance best practices from her certifications from Harvard Business School’s Executive Leadership program, Making Corporate Boards More Effective; the National Association of Corporate Directors’ Master Class, MIT’s Cybersecurity: Technology, Application and Policy, EY’s Center for Board Matters and is currently completing Leverage Diversity and Inclusion for Organizational Excellence at Stanford’s Graduate School of Business. Ms. Tuppeny has taught at Temple University, taught post-graduate students Strategic Positioning and Branding at New York University, and has guest-lectured on the same topic at the University of Pennsylvania, where she received her undergraduate degree from the University of Pennsylvania’s College of Arts and Sciences and The Annenberg School of Communications. Ms. Tuppeny was inaugurated into the University of Pennsylvania’s Senior Honor Society and is a member of the University of Pennsylvania’s Sports Hall of Fame, where she held five all-time school records. Our Board believes that Ms. Tuppeny’s extensive experience as a director of the companies described above and as chief executive officer and founder of Domus makes her a valuable and well qualified member of our Board. B.J. Penn The Honorable B.J. Penn has served as an independent director of the Company since July 2019. Previously, Mr. Penn served as an independent director of American Realty Capital Healthcare Trust III, Inc. from August 2014 until March 2019. Mr. Penn has served as president of Penn Construction Group, Inc., a company that provides design/engineering, construction solutions and project management services, since January 2010, and has served as president and chief executive officer of Genesis IV, LLC, a company that provides consulting services in the areas of cyber procurement and systems acquisition, since October 2010. Mr. Penn is the chairman of the board of directors of Spectra Systems Corporation, is a trustee emeritus at the George Washington University and serves on the boards of the National Trust for the Humanities and the Naval Historic Foundation. Mr. Penn previously served as Acting Secretary of the Navy, where he was responsible for over 900,000 people, all the affairs of the Department of the Navy, including: recruiting, organizing, supplying, equipping, training, mobilizing and demobilizing and an annual budget of over $150 billion, and as Assistant Secretary (Installations and Environment) of the Navy, where he was responsible for managing Navy and Marine Corps real property, housing and other facilities totaling 72,500 buildings and 4,484,000 acres. Mr. Penn had a long and distinguished career as a naval aviator before assuming administrative duties for the Navy. Mr. Penn earned a Master of Science from the George Washington University and a Bachelor of Science from Purdue University. Our Board believes that Mr. Penn’s extensive experience as a director or executive officer of the companies described above and his experience in various leadership positions in the Navy make him a valuable and well qualified member of our Board. Edward M. Weil, Jr. Edward M. Weil, Jr. has served as a director of the Company since October 2016. Mr. Weil previously served as Chief Executive Officer and President of the Company and the former Advisor from August 2018 to September 2023. Mr. Weil owns a non-controlling interest in the parent of AR Global. In addition, Mr. Weil has served as a director of GNL since January 2017, its chief executive officer since September 2023 and its president since April 2024. He also served as chair of the board of directors of The Necessity Retail REIT, Inc. (“RTL”) and the chief executive officer and president of RTL and RTL’s advisor and RTL’s property manager from November 2015 until their merger and internalization with GNL in September 2023; as executive chairman of ASIC from November 2015 until September 2023, and for which he continues to serve as a director, and as chief executive officer, president and secretary of ASIC and its advisor and property manager from March 2017 to September 2023. From March 2021 until November 2022, he also served as a director of G&P Acquisition Corp., a special purpose acquisition company that was sponsored by affiliates of AR Global. Mr. Weil previously served in leadership positions at multiple REITs and other entities advised by affiliates of AR Global. Mr. Weil was formerly the senior vice president of sales and leasing for American Financial Realty Trust from, where he was responsible for the disposition and leasing activity for a 33 million square foot portfolio of properties. Mr. Weil also previously served on the board of directors of the Real Estate Investment Securities Association (now known as ADISA) from 2012 to 2014, including as its president in 2013. Mr. Weil attended George Washington University. Our Board believes that Mr. Weil’s extensive experience as a director or executive officer of the companies described above and his significant experience in real estate and public company management make him a valuable and well qualified member of our Board.
Information About the Board of Directors and its Committees
Information About the Board of Directors and its Committees The Board is responsible for overseeing the management and control of our business and operations. The Board held a total of seven meetings during the year ended December 31, 2025. All directors attended at least 75% of the aggregate meetings of the Board and the Board committees on which such directors served during such period. All directors attended the 2025 Annual Meeting of Stockholders. We encourage all directors to attend our annual meetings of stockholders. The Board has a standing audit committee and CCG Committee.
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS We pay each of our directors the fees described below. If a director is our employee, we do not pay compensation for services rendered as a director. All non-employee directors also receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attendance at meetings of our Board and committees.
Updates to the Director Compensation Program
Updates to the Director Compensation Program Pursuant to recommendations by the CCG Committee and Ferguson, the Board approved the following updates to the director compensation program, effective January 1, 2026:
Updates to the Director Compensation Program
| • | the yearly cash retainer for our non-employee directors is increased from $75,000 to $85,000; and |
Updates to the Director Compensation Program
| • | the chair of the new CCG Committee will receive a cash retainer of $20,000 per year. |
Summary
| • | drive our short- and long-term growth objectives; |
Summary
| • | aligns our goals with our long-term interests as well as our annual operating and strategic plans; |
Summary
| • | provides a balanced mix between cash and equity compensation designed to encourage strategies that are in our long-term best interests. |
Summary
| What We Do | | What We Don’t Do | | ✓ | Pay-for-Performance. Deliver a significant percentage of annual compensation in the form of variable compensation tied to performance.X | No Tax Gross-Ups. Do not provide excise tax gross-ups. | | ✓ | Benchmark. Provide total compensation opportunities that are intended to approximate comparable peer compensation, including a formulaic annual incentive plan and performance-based equity awards.X | No hedging, pledging, short sales, or margin trading. Prohibit our officers, employees and directors from engaging in hedging, pledging, short sales, trading in publicly traded put or call options or trading on margin involving Company securities. | | ✓ | Annual Compensation Risk Review. Annually assess risk in compensation programs associated with regulatory, stockholder and market changes.X | No Enhanced Retirement Benefits. Do not provide enhanced retirement benefits or other supplemental executive retirement plans. | | ✓ | Maximum Payouts. Limit both short-term and long-term incentive payouts as a percentage of target awards.X | No Single-Trigger Payments or Benefits for Executive Officers. Do not allow for any single-trigger cash severance benefits for executive officers upon a change-in-control. | | ✓ | Clawback Policy. Maintain a clawback policy.X | No Problematic Option Practices. Do not have a practice of granting discounted stock options, extending the original option term, or repricing or exchanging underwater stock options. | | ✓ | Stock Ownership Guidelines. Require executive officers and directors to maintain robust equity ownership.X | No Excessive Risk Taking. No compensation plan design features that encourage imprudent risk taking. |
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant Ferguson has been engaged directly by the CCG Committee since August 2024. As part of this engagement, Ferguson made recommendations to the CCG Committee and the Board regarding executive and non-employee director compensation and assisted with the preparation of certain portions of this CD&A section. The CCG Committee conducted an assessment, as required by the SEC rules, to determine if any conflicts of interest existed with regard to the engagement of Ferguson. In conducting that assessment for 2025, the CCG Committee determined that no conflict of interest existed and that Ferguson was independent under the applicable SEC and Nasdaq listing independence criteria.
Peer Group
Peer Group The CCG Committee considers external market reference points, including published survey data and the competitive pay levels of an established group of publicly-traded peer companies when determining compensation levels for the NEOs. This peer comparison group consists of companies having similar characteristics to us and with whom we may compete for executive talent. The CCG Committee, with input from Ferguson, reviewed and approved the following peer group to inform year-end 2024 and fiscal 2025 pay decisions:
Peer Group
| • American Healthcare REIT, Inc. • Broadstone Net Lease, Inc. • CareTrust REIT, Inc. • Easterly Government Properties, Inc. • Essential Properties Realty Trust, Inc. • Four Corners Property Trust, Inc. • Global Medical REIT Inc. | • LTC Properties, Inc. • LXP Industrial Trust • National Health Investors, Inc. • NETSTREIT Corp. • Peakstone Realty Trust • Sabra Health Care REIT, Inc. • Sila Realty Trust, Inc. |
Elements of Compensation
Elements of Compensation We use base salary, annual cash incentives and long-term equity incentives as the primary tools to achieve our compensation objectives. Our approach to the mix of compensation among these elements emphasizes variable compensation, including bonuses and long-term incentives in the form of stock-based awards, over fixed compensation. The emphasis on stock-based awards vesting over time is intended to promote a long-term perspective and further align management’s interests with that of the Company and its stockholders.
2025 Compensation Elements
2025 Compensation Elements Base Salary Base salary is intended to reflect job responsibilities and represents the only fixed component of our compensation program. Annual base salary rates for our NEOs in effect as of the end of fiscal year 2025 were $800,000 for Michael Anderson, $400,000 for Andrew T. Babin (following his employment effective November 18, 2025) and $425,000 for Scott M. Lappetito (prior to his resignation effective November 18, 2025). Annual Incentive Program In January 2025, the CCG Committee approved a new “Annual Incentive Program” (the “AIP”) for NEOs effective January 1, 2025 for 2025. The AIP is a formulaic program designed to motivate our NEOs to deliver strong financial performance and to provide a clear link between pay and performance. The CCG Committee approved threshold, target and maximum bonus opportunities for each eligible NEO as follows:
2025 Compensation Elements
| (1) Mr. Babin’s cash bonus opportunity for calendar year 2025 was set at a fixed amount equal to the target cash bonus, prorated to reflect the period from commencement of employment on November 18, 2025 through December 31, 2025. See the “Summary Compensation Table” below for more information. |
2025 Compensation Elements
| (2) Mr. Lappetito’s employment with the Company ended on November 18, 2025. Pursuant to his employment agreement, his guaranteed cash bonus for calendar year 2025 was his target annual cash bonus for 2025. See the “Summary Compensation Table” below for more information. |
2025 Compensation Elements
| | Performance Goals | | | | | | Performance Metric | Weighting | Threshold | Target | Maximum | Actual Performance(1) | | Net Leverage (Net Debt + Preferred Stock to Annualized Adjusted EBITDA) | 25% | 11.25x | 11.0x | 10.75x | 10.67x | | Same Store Cash NOI Growth | 25% | 2.85% | 3.35% | 3.85% | 9.0% | | Individual Performance | 50% | — | — | — | See Below |
2025 Compensation Elements
| (1) Actual performance means the performance attained according to the terms of the 2025 AIP as approved by the CCG Committee. Net leverage calculation excludes (i) upfront fees and other expenses incurred in connection with the initial takedown of the $550 million senior unsecured credit facility that we entered into on December 11, 2025 with Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and certain lenders party thereto (our “Credit Facility”); and (ii) cash NOI impact due to non-core dispositions during the fourth quarter of 2025. |
2025 Compensation Elements
As a result the above, in January 2026, the CCG Committee approved 2025 AIP cash award of $1.89 million for Mr. Anderson. Long-Term Incentive Program At the Company’s 2025 Annual Meeting of Stockholders held on May 22, 2025, the Company’s stockholders approved the Equity Plan. The CCG Committee is responsible for approving and evaluating all grants of awards to our NEOs under the Equity Plan. In May 2025, following the approval of the Equity Plan, the CCG Committee approved an annual long-term incentive compensation program (the “LTIP Grants”) with 50% in the form of time-based equity awards that vest in equal annual installments over a three-year period and 50% in the form of performance-based equity awards that are earned after a three-year performance period based on the achievement of specific performance goals (discussed below), as follows:
2025 Compensation Elements
| Name | 2025 Performance-Based Equity Award Value | 2025 Time-Based Equity Award Value | | Michael Anderson | $900,000 | $900,000 | | Scott M. Lappetito(1) | $400,000 | $400,000 |
2025 Compensation Elements
| (1) In connection with Mr. Lappetito’s resignation from the Company on November 18, 2025 and pursuant to the separation and general release agreement between the Company and him, he received full and immediate vesting of his time-based equity award, while his performance-based equity award would be pro-rated and eventually vest at the end of the performance period based on the achievement of specific performance goals. |
2025 Compensation Elements
The 2025 time-based equity awards were granted in restricted shares of Common Stock that vest in equal annual installments over a three-year period, subject to continued employment through the vesting date and the terms of the Equity Plan and the award agreement. 2025 Performance-based Equity Awards The 2025 performance-based equity awards were approved in restricted stock units that may be earned and vest based on achievement of average same store cash NOI growth goals over a three-year performance period, subject to continued employment through the applicable vesting date and the terms of the Equity Plan and the award agreement, at the following levels:
2025 Compensation Elements
| Metric for Performance-Based Equity Awards | Performance Period | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | Same Store Cash NOI Growth (Simple average) | 1/1/2025 to 12/31/2027 | 6% over three years | 7.5% over three years | 10.5% over three years |
2025 Compensation Elements
No performance-based equity awards will vest if the Company’s three-year average same store cash NOI growth is below the threshold performance goal. The vesting percentage will be calculated using straight-line interpolation if performance falls in between the threshold and target performance goals or between the target and maximum performance goals. The target for the performance-based equity awards was established by the CCG Committee at the time of the award. Other Equity Awards In May 2025, following the approval of the Equity Plan, pursuant to their respective employment agreements, the CCG Committee also approved, for each of Mr. Anderson and Mr. Lappetito, a one-time time-based equity award (vesting in equal annual installments over a three-year period) with grant date fair values of $2.0 million and $1.0 million, respectively, with the number of shares of Common Stock determined using the Company’s most recent Estimated Per-Share NAV. In connection with Mr. Lappetito’s resignation from the Company on November 18, 2025 and pursuant to the separation and general release agreement between the Company and him, he received full and immediate vesting of his one-time time-based equity award.
2026 Compensation Elements
2026 Compensation Elements Base Salary Effective on January 1, 2026, Mr. Anderson’s base salary rate was increased to $825,000. Mr. Babin’s base salary rate remained $400,000. Annual Incentive Program In January 2026, the CCG Committee approved a new AIP for NEOs effective January 1, 2026 for 2026. The performance goals under the AIP for 2026 are based on (i) the Company’s funds available for distribution growth, (ii) same store cash net operating income growth for the Company’s portfolio and (iii) individual and role specific performance. Further information regarding the AIP and performance under the AIP for 2026 will be provided in our proxy statement to be filed in connection with our 2027 Annual Meeting. Long-Term Incentive Program For 2026, the CCG Committee expects to approve LTIP Grants with 50% in the form of time-based equity awards that vest in equal annual installments over a three-year period and 50% in the form of performance-based equity awards that are earned after a three-year performance period based on the achievement of specific performance goals. Further information regarding 2026 LTIP Grants will be provided in our proxy statement to be filed in connection with our 2027 Annual Meeting.
Employment Agreements
Employment Agreements We have from time to time entered into employment agreements with our NEOs, the material terms of which are described below. See “Potential Payments Upon Termination or Change-in-Control” below for additional details on the payments and benefits upon termination or change of control, as applicable, provided under the employment agreements and/or outstanding equity or equity-based incentive awards. Employment Agreement with Michael Anderson On September 25, 2024, we entered into an employment agreement with Michael Anderson (the “Anderson Employment Agreement”), which sets forth the terms and conditions of his employment, with an effective date of September 27, 2024. The initial term of the Anderson Employment Agreement expires on September 27, 2027 and may be extended, by written agreement between the Company and Mr. Anderson, for additional renewal terms mutually agreed between the parties. Pursuant to the Anderson Employment Agreement, Mr. Anderson serves as our Chief Executive Officer and President and is entitled to an annual base salary of $800,000 and is eligible to participate in the AIP with a target annual bonus opportunity of 135% of his annual base salary (the “Anderson Target Annual Bonus”). Depending on results, Mr. Anderson’s actual annual bonus may be higher or lower than the Anderson Target Annual Bonus, as determined by the CCG Committee, but for calendar years 2024 and 2025, Mr. Anderson’s annual bonus shall be not less than the Anderson Target Annual Bonus. In addition, pursuant to the Anderson Employment Agreement, Mr. Anderson was entitled to a cash signing bonus of $400,000. Subject to Mr. Anderson’s continued employment through the grant date, Mr. Anderson shall be eligible to receive long-term equity incentive awards on an annual basis at the CCG Committee’s discretion. For fiscal year 2025, Mr. Anderson was entitled to long-term incentive awards that had a target grant date fair value of no less than $1.8 million, not less than 50% of which was time-based award. In addition, Mr. Anderson was entitled to an award of time-based restricted Common Stock with a grant date fair value of $2.0 million based on the Company’s most recent net asset value. The Anderson Employment Agreement may be terminated by the Company without Cause (as defined in the Anderson Employment Agreement) or by Mr. Anderson pursuant to a Voluntary Resignation (as defined in the Anderson Employment Agreement), provided that the applicable party gives 30 days prior written notice to Mr. Anderson or the Company, as the case may be. In the event Mr. Anderson resigns for Good Reason or the Company terminates his employment without Cause (each as defined in the Anderson Employment Agreement) in either case outside of the Change in Control Period (as defined in the Anderson Employment Agreement), he is entitled to receive the following payments and benefits: (i) any accrued but unpaid annual bonus for the year prior to the year of termination, (ii) a pro rata annual bonus for the year in which the date of termination occurs, (iii) the accelerated vesting of all unvested time-based equity awards as of the termination date (clauses (i), (ii) and (iii), collectively, the “Anderson Base Benefits”), (iv) an amount of cash (the “Anderson Severance Payment”) equal to 2.0 times the sum of (a) Mr. Anderson’s then current base salary and (b) the Anderson Target Annual Bonus of his then-current calendar year, and (v) reimbursement for his healthcare insurance premiums for a period of up to 18 months. In the event Mr. Anderson resigns for Good Reason or the Company terminates his employment without Cause in either case during the Change in Control Period, Mr. Anderson shall be entitled to the foregoing benefits, except that that the Anderson Severance Payment shall equal 3.0 times the sum of (a) Mr. Anderson’s then current base salary and (b) the Anderson Target Annual Bonus of his then-current calendar year. In the event of Mr. Anderson’s termination due to his death or Disability (as defined in the Anderson Employment Agreement), in addition to accrued obligations, he or his estate, as applicable, shall be entitled to receive the Anderson Base Benefits. The Anderson Employment Agreement also contains a non-disclosure covenant, a mutual non disparagement covenant and non-competition, customer non-solicitation and employee non-solicitation covenants. Employment Agreement with Scott Lappetito On September 25, 2024, we entered into an employment agreement with Scott Lappetito (the “Lappetito Employment Agreement”), which sets forth the terms and conditions of his employment, with an effective date of January 1, 2025. The initial term of the Lappetito Employment Agreement was set to expire on January 1, 2028. Pursuant to the Lappetito Employment Agreement, Mr. Lappetito served as our Chief Financial Officer and Treasurer and was entitled to an annual base salary of $425,000 and was eligible to participate in the AIP with a target annual bonus opportunity of 100% of his annual base salary (the “Lappetito Target Annual Bonus”). For calendar year 2025, Mr. Lappetito was guaranteed an annual bonus that was not less than the Lappetito Target Annual Bonus. Mr. Lappetito was also entitled to long-term equity incentive awards on an annual basis at the CCG Committee’s discretion. For 2025, Mr. Lappetito was entitled to receive long-term incentive awards that had a target grant date fair value of no less than $800,000, not less than 50% of which was time-based award. Mr. Lappetito was also entitled to an award with a grant date fair value of $1.0 million based on the Company’s most recent net asset value. Separation and General Release Agreement with Scott M. Lappetito On November 18, 2025, Scott M. Lappetito tendered his resignation as the Company’s Chief Financial Officer and Treasurer, with such resignation becoming effective on such date (the “Separation Date”). On the Separation Date, Mr. Lappetito executed a separation and general release agreement (the “Separation Agreement”) with the Company in exchange for certain benefits, including: (a) the sum of (i) a cash severance payment equal to the sum of his base salary and target annual bonus for 2025 and (ii) his guaranteed target annual bonus for 2025; (b) full vesting of his time-based equity incentive awards; (c) the continued vesting until the end of the applicable performance period for a pro-rated portion of his performance-based equity incentive awards; and (d) payment of Mr. Lappetito’s premiums for continued health benefits provided under COBRA for a period of up to 18 months following the Separation Date. Among other things, Mr. Lappetito was subject to certain non-solicitation and non-competition covenants for a period of 12 months following the Separation Date. Subject to certain exceptions and limitations, the Separation Agreement additionally includes a customary general release of claims by Mr. Lappetito in favor of the Company and certain related persons and parties, and customary confidentiality and mutual non-disparagement provisions. Employment Agreement with Andrew T. Babin On November 18, 2025, we entered into an employment agreement with Andrew T. Babin (the “Babin Employment Agreement”), which sets forth the terms and conditions of his employment, with an effective date of November 18, 2025. The initial term of the Babin Employment Agreement expires on November 18, 2028 and may be extended, by written agreement between the Company and Mr. Babin, for additional renewal terms mutually agreed between the parties.
Employment Agreements
Pursuant to the Employment Agreement, Mr. Babin is entitled to an annual base salary of $400,000 and is eligible to participate in the AIP with a target annual bonus opportunity of $350,000 (the “Babin Target Annual Bonus”), which may be higher or lower depending on the Company’s results as determined by the CCG Committee; for calendar year 2025, Mr. Babin’s annual bonus shall be prorated based on the actual number of days worked in 2025. Subject to Mr. Babin’s continued employment through the applicable grant date, Mr. Babin shall be eligible to receive long-term equity incentive awards on an annual basis at the CCG Committee’s discretion. For fiscal year 2026, Mr. Babin’s long-term incentive awards shall have a target grant date fair value of no less than $600,000 and are expected to consist of (i) an award of time-based restricted shares of Common Stock, and (ii) an award of performance-based restricted stock units relating to Common Stock (the “Performance-Based Award” and, together with the Time-Based Award, the “2026 Awards”), subject to the discretion of the CCG Committee, provided that no less than 50% of the 2026 Awards shall be Time-Based Awards. In addition, Mr. Babin shall be granted an award of time-based restricted Common Stock with a grant date fair value of $200,000 based on the Company’s most recent net asset value prior to grant date (the “One-Time Award”). Subject to Mr. Babin’s continuous employment through the applicable vesting date (and except as otherwise provided in the Employment Agreement), the One-Time Award will vest in ratable annual installments over a three-year period. The One-Time Award will be granted under, and will be subject to, the terms of the Equity Plan. The Babin Employment Agreement may be terminated by the Company without Cause (as defined in the Employment Agreement) or by Mr. Babin pursuant to a Voluntary Resignation (as defined in the Employment Agreement), provided that the applicable party gives 30 days’ prior written notice to Mr. Babin or the Company, as the case may be. In the event Mr. Babin resigns for Good Reason or the Company terminates his employment without Cause (each as defined in the Babin Employment Agreement) in either case outside of the Change in Control Period (as defined in the Babin Employment Agreement), he is entitled to receive the following payments and benefits, in addition to any accrued obligations and subject to his timely execution and non-revocation of a general release of claims in the Company’s favor and continued compliance with the restrictive covenants contained in the Babin Employment Agreement: (i) any accrued but unpaid annual bonus for the year prior to the year of termination, (ii) the partial accelerated vesting of unvested time-based equity awards as of the termination date with respect to the same number of shares that would have vested if Mr. Babin had continued in employment for one year after the termination date (clauses (i) and (ii), collectively, the “Babin Base Benefits”), (iii) an amount of cash (the “Babin Severance Payment”) equal to 1.0 times Mr. Babin’s then current base salary, payable in the form of salary continuation in regular installments, in accordance with the Company’s normal payroll practices, over a period of 24 months from the termination date, and (iv) reimbursement for his healthcare insurance premiums for a period of up to 12 months. In the event Mr. Babin resigns for Good Reason or the Company terminates his employment without Cause in either case during the Change in Control Period, Mr. Babin shall be entitled to the foregoing benefits, except that (i) the Babin Severance Payment shall equal 2.0 times the sum of (a) Mr. Babin’s then current base salary and (b) his Babin Target Annual Bonus of his then-current calendar year, and such Babin Severance Payment shall be paid in a lump sum within 60 days following the date of termination, and (ii) Mr. Babin shall be entitled to the accelerated vesting of all unvested time-based equity awards as of the termination date. The Babin Employment Agreement contains customary restrictive covenants, including a non-disclosure covenant, a mutual non-disparagement covenant and non-competition, customer non-solicitation and employee non-solicitation covenants. Tax and Accounting Considerations As a general matter, our Board and the CCG Committee review and consider the various tax and accounting implications of our existing and proposed compensation programs. Our Board and the CCG committee consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our long-term incentive program. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our share-based compensation awards with our overall executive compensation philosophy and objectives. Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) generally disallows publicly-listed companies a tax deduction for compensation in excess of $1 million paid to certain current and former executive officers (the “covered employees”). Generally, compensation in excess of $1 million paid to each of the covered employees will not be deductible by us. We believe that we qualify as a REIT under the Code and generally are not subject to federal income taxes, provided we distribute to our stockholders at least 90% of our taxable income each year. As a result of the Company’s tax status as a REIT, the loss of a deduction under Section 162(m) of the Code may not affect the amount of federal income tax payable by the Company. In approving the amount and form of compensation for our NEOs in the future, our CCG Committee will consider all elements of the cost to the Company of providing the compensation, including the potential impact of Section 162(m) of the Code, if any. Our CCG Committee may, in its judgment, authorize compensation payments that are subject to deduction limitations under Section 162(m) of the Code when it believes that doing so is appropriate to attract and retain executive talent.
Pay Ratio
Pay Ratio Pursuant to Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing information about the relationship of the annual total compensation of our median employee and the annual total compensation of our current Chief Executive Officer and President, Mr. Anderson. The pay ratio included in this information represents a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2025, the annual total compensation of Mr. Anderson, as provided in the Summary Compensation Table below, was $6,490,000. The annual total compensation of our median full-time employee was $154,192 for 2025, which was calculated using the same methodology as required by the Summary Compensation Table. Therefore, the ratio of the annual total compensation of our Chief Executive Officer and President to that of our median employee for the 2025 fiscal year was approximately 42:1. To determine the median employee (excluding Mr. Anderson), we used December 31, 2025, the end of our 2025 fiscal year, as the determination date, and we ranked each employee (other than Mr. Anderson) based on their total compensation for 2025. We selected December 31, 2025 as the determination date because it enabled us to make such identification in a reasonably efficient and economic manner. Compensation for permanent employees who did not work the entire measurement period was not annualized; however, no other exemptions, assumptions, adjustments or estimates were used. Because the SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.
Summary Compensation Table
Summary Compensation Table The following table summarizes the compensation of our NEOs for each of the years ended December 31, 2025, 2024 and 2023, respectively, as applicable. For purposes of this table, our NEOs for 2025 were Michael Anderson, our Chief Executive Officer and President, Andrew T. Babin, our Chief Financial Officer and Treasurer, and Scott M. Lappetito, our former Chief Financial Officer and Treasurer. As discussed in greater detail under the heading “Introductory Note” above, prior to 2024, we were an externally managed REIT, did not employ our NEOs and our NEOs’ compensation was paid by the former Advisor. During 2024, we internalized our advisory and management functions such that, as of December 31, 2024, we directly employed our NEOs and other employees. The summary of compensation for fiscal years 2025 and 2024 in the below table reflects compensation following the Internalization. In accordance with rules promulgated by the SEC, certain columns relating to information that is not applicable have been omitted from the following tables.
Summary Compensation Table
| Name and Principal Position | Year | Salary(1) | Bonus(2) | Stock Awards(3) | All Other Compensation(4) | Total | | Michael Anderson Chief Executive Officer and President | 2025 | $800,000 | $1,890,000 | $3,800,000 | — | $6,490,000 | | | 2024 | $172,307 | $2,290,000 | — | — | $2,462,307 | | | 2023(5) | $104,999 | $33,636 | — | $15,750 | $154,385 | | Andrew T. Babin Chief Financial Officer and Treasurer | 2025(6) | $47,123 | $72,157 | — | — | $119,280 | | Scott M. Lappetito Former Chief Financial Officer and Treasurer | 2025 | $373,767 | — | $1,800,000 | $1,353,514(7) | $3,527,281 | | | 2024 | $71,087 | $863,750 | — | — | $934,837 | | | 2023(5) | $312,768 | $72,177 | — | $35,287 | $420,232 |
Summary Compensation Table
| (1) For 2024, represents salary paid following the Internalization. Prior to the Internalization, Messrs. Anderson and Lappetito were paid in respect of Company services by the former Advisor. The annualized 2024 salaries for Messrs. Anderson and Lappetito are $800,000 and $425,000, respectively. |
Summary Compensation Table
| (2) For 2025, represents discretionary cash bonuses under the 2025 AIP paid in January 2026 for performance in 2025, equal to $1,890,000 and $72,157 for each of Messrs. Anderson and Babin, respectively. For 2024, represents discretionary cash bonuses following the Internalization, which were paid in February 2025 for performance in 2024, equal to $1,890,000 and $743,750 for each of Messrs. Anderson and Lappetito, respectively (for Mr. Anderson, also included signing bonus of $400,000 in connection with signing of his employment agreement in September 2024; for Mr. Lappetito, also included a retention bonus of $120,000 in connection with the Internalization). |
Summary Compensation Table
| (3) Amounts in the “Stock Awards” column reflect the aggregate grant date fair value, calculated in accordance with FASB ASC Topic 718, with respect to awards of restricted shares and restricted stock units under the Equity Plan for awards granted in 2025. For details of the individual grants of equity awards during 2025, please see the “Grants of Plan-Based Awards for Fiscal Year 2025” table below. |
Summary Compensation Table
| (4) For 2023, represents the allocable share of certain expenses incurred by the former Advisor or its affiliates and reimbursed by us pursuant to the advisory agreement prior to the Internalization with respect to (A) Mr. Anderson as follows: (a) $5,281 for payroll taxes and (b) $10,469 for matching contributions to Mr. Anderson’s 401(k) and (B) Mr. Lappetito as follows: (a) $22,232 for payroll taxes and (b) $13,055 for matching contributions to Mr. Lappetito’s 401(k). |
Summary Compensation Table
| (5) Represents the allocable share of salary and bonus paid by the former Advisor or its affiliates to Messrs. Anderson and Lappetito, respectively, during the applicable year that was reimbursed by us pursuant to its advisory agreement prior to the Internalization. |
Summary Compensation Table
| (6) On November 18, 2025, the Company entered into an employment agreement with Mr. Babin, pursuant to which Mr. Babin is entitled to an annual base salary of $400,000, effective November 18, 2025. |
Summary Compensation Table
| (7) Represents $1,353,514 in severance payments paid or payable to Mr. Lappetito in connection with his resignation on November 18, 2025 and pursuant to the separation and general release agreement between the Company and him, consisting of (i) $850,000 in cash severance payment equal to the total of his 2025 base salary and target annual bonus; (ii) $425,000 of his guaranteed target annual bonus for 2025; (iii) $35,416 representing his one-month of 2025 base salary related to the 30-day resignation notice period, and (iv) $43,098 for COBRA coverage. See “Separation and General Release Agreement with Scott M. Lappetito” above for details of the separation payments made to Mr. Lappetito in connection with his resignation. |
Grants of Plan-Based Awards for Fiscal Year 2025
Grants of Plan-Based Awards for Fiscal Year 2025 The following table sets forth information with respect to awards granted to our NEOs under the Equity Plan during the fiscal year ended December 31, 2025.
Grants of Plan-Based Awards for Fiscal Year 2025
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#) | | | All Other Stock Awards: Number of Shares of Stock and Number of Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Name | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Michael Anderson | 5/23/2025(2) | | | | | | | 62,208 | $2,000,000 | | | 5/23/2025(2) | | | | | | | 27,993 | $900,000 | | | 5/23/2025(3) | | | | 13,996 | 27,993 | 55,986 | | $900,000 | | Scott M. Lappetito | 5/23/2025(4) | | | | | | | 31,104 | $1,000,000 | | | 5/23/2025(4) | | | | | | | 12,441 | $400,000 | | | 5/23/2025(3)(5) | | | | 6,220 | 12,441 | 24,882 | | $400,000 |
Grants of Plan-Based Awards for Fiscal Year 2025
| (1) Amounts reflect the aggregate grant date fair value, calculated in accordance with FASB ASC Topic 718, with respect to awards of restricted shares and restricted stock units under the Equity Plan for awards granted in 2025. The assumptions used in determining the grant date fair value are set forth in Note 11 to our consolidated financial statements for the year ended December 31, 2025, included in the 2025 Annual Report. |
Grants of Plan-Based Awards for Fiscal Year 2025
| (2) Consists of time-based restricted Common Stock, which, subject to Mr. Anderson’s continuous employment through the applicable vesting dates, with certain exceptions, has vested and will vest ratably on the first, second and third anniversaries of September 27, 2024. The awards were granted under and subject to the terms of the Equity Plan and an award agreement. |
Grants of Plan-Based Awards for Fiscal Year 2025
| (3) Consists of restricted stock units for performance-based equity awards. See “2025 Performance-based Equity Awards” above for a further description of the vesting terms for these awards. |
Grants of Plan-Based Awards for Fiscal Year 2025
| (4) In connection with Mr. Lappetito’s resignation on November 18, 2025 and pursuant to the separation and general release agreement between the Company and him, Mr. Lappetito received full and immediate vesting of his time-based restricted Common Stock on January 1, 2026. |
Grants of Plan-Based Awards for Fiscal Year 2025
| (5) In connection with Mr. Lappetito’s resignation on November 18, 2025 and pursuant to the separation and general release agreement between the Company and him, a pro-rated portion (based on the length of his service during the applicable performance period) of his performance-based equity awards will vest at the end of the applicable performance period. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information with respect to outstanding equity awards held by our NEOs as of December 31, 2025. Since there is no public market for our Common Stock, all market values are based on our Estimated Per-Share NAV as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Michael Anderson | 60,134 | $1,933,308 | 55,986(2) | $1,800,000(2) | | Scott M. Lappetito | 43,545(3) | $1,400,000 | 7,294(2)(4) | $234,502(2) |
Outstanding Equity Awards at Fiscal Year-End
| (1) Consists of time-based restricted Common Stock, which, in the case of Mr. Anderson, subject to his continuous employment through the applicable vesting dates, with certain exceptions, will vest ratably on the first, second and third anniversaries of September 27, 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (2) See “2025 Performance-based Equity Awards” above for a further description of the vesting terms for these awards. The performance-based equity awards and their value reported in this table represent maximum payout, as of December 31, 2025, under such awards granted in 2025 based on average three-year same store cash NOI growth during 2025 through 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (3) In connection with Mr. Lappetito’s resignation on November 18, 2025 and pursuant to the separation and general release agreement between the Company and him, Mr. Lappetito received full and immediate vesting of these time-based restricted shares of Common Stock on January 1, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (4) In connection with Mr. Lappetito’s resignation on November 18, 2025 and pursuant to the separation and general release agreement between the Company and him, a pro-rated portion (based on the length of his service during the applicable performance period) of these performance-based equity awards will vest at the end of the applicable performance period. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table contains information about shares of Common Stock acquired by the NEOs upon the vesting of restricted shares during fiscal year 2025. The Company did not have any stock options outstanding in fiscal year 2025. Since there is no public market for our common stock, all market values are based on our Estimated Per-Share NAV as of December 31, 2024.
Option Exercises and Stock Vested
| | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Michael Anderson | 30,067 | $966,654 | | Scott M. Lappetito | —(2) | — |
Option Exercises and Stock Vested
| (1) If a NEO used share withholding to satisfy the tax obligations with respect to the vesting of equity awards, the number of shares acquired and the value realized were less than the amounts shown. |
Option Exercises and Stock Vested
| (2) In connection with Mr. Lappetito’s resignation on November 18, 2025 and pursuant to the separation and general release agreement between the Company and him, Mr. Lappetito received full and immediate vesting of 43,545 time-based restricted shares of common stock on January 1, 2026. |
Potential Payments Upon Termination or Change-in-Control
Potential Payments Upon Termination or Change-in-Control Pursuant to their individual employment agreements, each of the NEOs is entitled to cash severance, benefits, and in certain cases acceleration of vesting of equity awards upon termination of their employment with the Company and in certain cases change in control of the Company, as described in greater detail below. The Company does not have any tax gross-up commitment with any of the NEOs in the event that any portion of severance benefits or equity award acceleration, as applicable, results in the NEO becoming liable for payment of a parachute payment excise tax. The following table sets forth the amounts that each of our NEOs (other than Mr. Lappetito, who resigned on November 15, 2025) would have received upon termination of employment with the Company as of December 31, 2025 for each of the hypothetical reasons detailed below, pursuant to their respective employment agreement. The amounts set forth in the table assume that a termination event occurred on December 31, 2025; however, the actual amounts that would be payable in these circumstances can only be determined at the time of the executive’s separation and may differ from the amounts set forth in the table below.
Potential Payments Upon Termination or Change-in-Control
| Name | Reason for Payment | Salary/ Bonus- Related Payments | Cash Severance Payments | Accelerated Vesting of Equity Awards | Other Benefits | Total | | Michael Anderson | Termination by reason of death or disability(1) | $1,080,000 | — | $1,933,308 | — | $3,013,308 | | | Termination by the Company without cause or by Mr. Anderson for good reason(2) | $1,080,000 | $3,760,000 | $1,933,308 | $43,097 | $6,816,405 | | | Termination by the Company without cause or by Mr. Anderson for good reason in connection with a change in control(3) | $1,080,000 | $5,640,000 | $1,933,308 | $43,097 | $8,696,405 |
Potential Payments Upon Termination or Change-in-Control
| (1) Represents (i) a prorated Anderson Target Annual Bonus for 2025, (ii) accrued but unpaid bonus for the prior year, (iii) accrued but unpaid installment of base salary, reimbursement for unreimbursed business expenses and accrued but unpaid benefits pursuant to Anderson Employment Agreement, and (iv) accelerated vesting of all time-based equity. |
Potential Payments Upon Termination or Change-in-Control
| (2) Represents (i) accrued but unpaid bonus for the prior year, (ii) accrued but unpaid installment of base salary, reimbursement for unreimbursed business expenses and accrued but unpaid benefits pursuant to Anderson Employment Agreement, (iii) cash severance equal to 2.0 times the sum of (a) Mr. Anderson’s base salary and (b) his Anderson Target Annual Bonus for 2025, (iv) 18 months of Company subsidized COBRA coverage, and (v) accelerated vesting of all time-based equity. |
Potential Payments Upon Termination or Change-in-Control
| (3) Represents (i) accrued but unpaid bonus for the prior year, (ii) accrued but unpaid installment of base salary, reimbursement for unreimbursed business expenses and accrued but unpaid benefits pursuant to Anderson Employment Agreement, (iii) cash severance equal |
Potential Payments Upon Termination or Change-in-Control
to 3.0 times the sum of (a) Mr. Anderson’s base salary and (b) his Target Annual Bonus for 2025, (iv) 18 months of Company subsidized COBRA coverage, and (v) accelerated vesting of all time-based equity.
Potential Payments Upon Termination or Change-in-Control
| Name | Reason for Payment | Salary/ Bonus- Related Payments | Cash Severance Payments | Accelerated Vesting of Equity Awards | Other Benefits | Total | | Andrew T. Babin | Termination by reason of death or disability(1) | $350,000 | — | — | — | $350,000 | | | Termination by the Company without cause or by Mr. Babin for good reason(2) | — | $350,000 | — | $28,732 | $378,732 | | | Termination by the Company without cause or by Mr. Babin for good reason in connection with a change in control(3) | — | $1,500,000 | — | $28,732 | $1,528,732 |
Potential Payments Upon Termination or Change-in-Control
| (1) Represents (i) a prorated Babin Target Annual Bonus for 2025, (ii) accrued but unpaid bonus for the prior year, and (iii) accrued but unpaid installment of base salary, reimbursement for unreimbursed business expenses and accrued but unpaid benefits pursuant to Babin Employment Agreement. |
Potential Payments Upon Termination or Change-in-Control
| (2) Represents (i) accrued but unpaid bonus for the prior year, (ii) accrued but unpaid installment of base salary, reimbursement for unreimbursed business expenses and accrued but unpaid benefits pursuant to Babin Employment Agreement, (iii) cash severance equal to 1.0 times the sum of Mr. Babin’s base salary, and (iv) 12 months of Company subsidized COBRA coverage. |
Potential Payments Upon Termination or Change-in-Control
| (3) Represents (i) accrued but unpaid Babin Target Annual Bonus for 2025, (ii) accrued but unpaid installment of base salary, reimbursement for unreimbursed business expenses and accrued but unpaid benefits pursuant to Babin Employment Agreement, (iii) cash severance equal to 2.0 times the sum of (a) Mr. Babin’s base salary and (b) his Target Annual Bonus for 2025, and (iv) 12 months of Company subsidized COBRA coverage. |
PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE As required by Item 402(v) of Regulation S-K, which was mandated by Section 953(a) of the Dodd-Frank Act, we are providing the following information about the relationship between “compensation actually paid” to our principal executive officer (“PEO”) and average “compensation actually paid” to our NEOs and the financial performance of the Company for each of the five years ended December 31, 2025, in each case calculated in a manner consistent with SEC rules.
PAY VERSUS PERFORMANCE DISCLOSURE
| Name | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) | Net Loss Attributable to Common to Stockholders(4) | | | | | | | (in thousands) | | 2025 | $6,490,000 | $7,389,912 | $1,823,281 | $1,740,517 | $(71,067) | | 2024 | $2,462,307 | $2,462,307 | $934,837 | $934,837 | $(203,495) | | 2023 | $154,385 | $154,385 | $420,232 | $420,232 | $(86,097) | | 2022 | $— | — | $398,210 | $398,210 | $(93,285) | | 2021 | $— | — | $121,024 | $121,024 | $(92,942) |
PAY VERSUS PERFORMANCE DISCLOSURE
| (1) Michael Anderson was the sole PEO reflected in these columns for the fiscal years ended December 31, 2025 and 2024. Mr. Anderson is our Chief Executive Officer and President. Edward M. Weil, Jr. and Mr. Anderson were the PEOs reflected in these columns for the fiscal year ended December 31, 2023. Mr. Weil was the sole PEO reflected in these columns for the fiscal years ended December 31, 2022 and 2021. |
PAY VERSUS PERFORMANCE DISCLOSURE
| (2) Compensation actually paid, or “CAP”, to our PEOs and Non-PEO NEOs is calculated based on the “Total Compensation” reported in the Summary Compensation Tables above and in our prior definitive proxy statements on Schedule 14A for the for each of the applicable fiscal years, adjusted to exclude and include certain items in accordance with Item 402(v) of Regulation S-K. |
PAY VERSUS PERFORMANCE DISCLOSURE
For 2021 to 2024, there were no applicable adjustments to the “Total Compensation” reported in the applicable Summary Compensation Table for the covered years for our PEOs and Non-PEO NEOs, so the CAP for each such person equaled the “Total Compensation” reported in the applicable Summary Compensation Table. For 2025, “CAP” to Mr. Anderson and the average “CAP” to non-PEOs reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:
PAY VERSUS PERFORMANCE DISCLOSURE
| | PEO | Average Non-PEO NEOs | | Total Reported in above Summary Compensation Table for fiscal year 2025 (the “SCT”) | $6,490,000 | $1,823,281 | | Less, value of Stock Awards reported in SCT | $3,800,000 | $900,000 | | Plus, year-end value of awards granted in 2025 that are unvested and outstanding | $3,733,258 | $817,237 | | Plus, fair value as of vesting date for awards granted and vested in 2025 | $966,654 | — | | Plus, change in fair value (from prior year-end) of awards granted in prior years that vested in 2025 | — | — | | Less, prior year fair value of awards granted in prior years that failed to vest this year | — | — | | Total adjustments | $899,912 | $(82,763) | | Compensation Actually Paid for Fiscal Year 2025 | $7,389,912 | $1,740,517 |
PAY VERSUS PERFORMANCE DISCLOSURE
| (3) The non-PEO NEOs for the fiscal year ended December 31, 2025 were Scott M. Lappetito and Andrew T. Babin. Mr. Babin is our current Chief Financial Officer and Treasurer and Mr. Lappetito was our former Chief Financial Officer and Treasurer. Mr. Lappetito was the sole non-PEO NEO reflected in these columns for the fiscal years ended December 31, 2024, 2023 and 2022. The non-PEO NEOs for the fiscal year ended December 31, 2021 were Mr. Lappetito, Katie P. Kurtz and Jason F. Doyle. |
PAY VERSUS PERFORMANCE DISCLOSURE
| (4) Net Loss Attributable to Common to Stockholders as reported in our Annual Reports on Form 10-K. |
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
PROPOSAL NO. 1 — ELECTION OF DIRECTORS Our Board is currently comprised of seven directors, five of whom are independent directors. Our Bylaws require us to have at least one director, which is the minimum number required by the MGCL, but not more than 15 directors. At the Annual Meeting, six persons will stand for election. The number of directors on our Board will be fixed at six persons after the Annual Meeting. The Board has nominated and recommended for election Leslie D. Michelson, Scott W. Humphrey, Elizabeth K. Tuppeny, B.J. Penn, Edward M. Weil, Jr. and Michael Anderson (individually a “Nominee,” and collectively the “Nominees”). The proxy holders named on the proxy card intend to vote “FOR” the election of each of the Nominees. We know of no reason why any of the Nominees will be unable to serve if elected. If, at the time of the Annual Meeting, any Nominee should become unable to serve, shares represented by the proxies will be voted “FOR” any substitute Nominee designated by our Board. No proxy will be voted for a greater number of persons than the number of Nominees described in this Proxy Statement. Vote Required. If a quorum is present, director nominees will be elected by a plurality of all the votes cast. Withhold votes and broker non-votes, if any, will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum. THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH NOMINEE, TO SERVE UNTIL THE COMPANY’S 2027 ANNUAL MEETING AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFY.