DEF 14A of Medical Properties Trust Inc, Apr 17, 2024

DEF 14A of Medical Properties Trust Inc

Filed Apr 17, 2024 · FY20230001193125-24-099222

Open on EDGAR

  1. The Result… Our Compensation Program Works…

    | CEO Compensation Actually Paid | | | | 2022 | 2023 | Aggregate Two-Year Compensation | | (8,729,616) | 1,210,213 | (7,519,403) |

  2. The Result… Our Compensation Program Works…

    | ◆ | Reduction in target equity compensation compared to 2023 |

  3. Key Compensation Practices

    | | Majority of executive compensation tied to the achievement of rigorous performance goals |

  4. Key Compensation Practices

    | | Majority of equity compensation is performance-based |

  5. Key Compensation Practices

    | | No new employment agreements since 2003 with evergreen provisions, single-trigger change of control provisions or excise tax gross-up provisions |

  6. Key Compensation Practices

    | | Appropriate balance between short-term and long-term incentive measures |

  7. Key Compensation Practices

    | | Robust clawback policy that requires our Board to recover excess cash and equity incentive compensation in the event we are required to restate our financial statements |

  8. Key Compensation Practices

    | | Engagement of an independent compensation consultant to advise the Compensation Committee on executive compensation matters |

  9. Corporate Governance Policies

    | ◆ | Continued the process of collecting and benchmarking our corporate operations and real estate portfolio’s emissions |

  10. Corporate Governance Policies

    | | Social Responsibility Given our long-term focus and ownership of our properties, we believe that it is of critical importance to improve the communities in which we operate by providing financial and volunteer support for private and public non-profit programs aimed at improving communities and public health. |

  11. Summary Information about Our Director Nominees

    Summary Information about Our Director Nominees

  12. Summary Information about Our Director Nominees

    | | Director Qualifications, Skills, and Experience | | | | | | | | | | | | | | | | | | | | | | | Director Nominees | Strategic Planning | Executive Leadership | Risk Management | REIT / Real Estate | Health Care Industry | Finance & Accounting | Investment | Legal / Regulatory | Cyber | ESG | | Edward K. Aldag, Jr. | X | X | X | X | X | X | X | X | | | | G. Steven Dawson | X | X | X | X | | X | X | | | | | R. Steven Hamner | X | X | X | X | X | X | X | X | | | | Caterina A. Mozingo | X | | X | X | X | X | | | | | | Emily W. Murphy | X | X | X | X | | | X | X | X | X | | Elizabeth N. Pitman | X | | X | X | X | | X | X | X | | | D. Paul Sparks, Jr. | X | X | X | X | | X | X | | | X | | Michael G. Stewart | X | X | X | X | X | | | X | | | | C. Reynolds Thompson, III | X | X | X | X | X | X | X | | X | | | Percentage of Directors | 100% | 78% | 100% | 100% | 67% | 67% | 78% | 56% | 33% | 22% |

  13. Summary Information about Our Director Nominees

    Director Nominees

  14. Summary Information about Our Director Nominees

    | Edward K. Aldag, Jr. Director since: 2004 Founder, Chairman, President, and Chief Executive Officer Age: 60 Committees: Investment (Chair) Environmental and Social Risk | The Board believes that Mr. Aldag’s position as the founder of our Company, and his extensive experience in the healthcare and REIT industries, make him highly qualified to serve as Chairman of our Board. Mr. Aldag launched our Company in 2003 as the nation’s only REIT focusing exclusively on hospitals. Medical Properties Trust is an established leader in the hospital REIT sector, with 439 facilities across the United States, seven countries in Europe, and one country in South America. Under Mr. Aldag’s leadership, MPT’s assets total approximately $18 billion, with approximately 43,000 licensed beds in its portfolio. Mr. Aldag serves on the Board of Children’s of Alabama, one of the nation’s leading hospitals for children. He is Vice Chairman of the Alabama Children’s Hospital Foundation and Chairman of the Foundation’s Investment Committee and is a member of the Executive, Finance & Audit Committees. He also serves as a board member for Mitchell’s Place, benefitting children with autism; the Birmingham Education Foundation, dedicated to increasing the number of students in Birmingham City Schools who are on the path to college, career, and life readiness; the American Sports Medicine Institute, which works to understand, prevent, and treat sports-related injuries; and serves as a member of the Executive Committee of the Birmingham Business Alliance. He is a guest lecturer at both the University of Alabama and the University of Alabama at Birmingham (“UAB”) and part of the UAB President’s Campaign Leadership Cabinet for a $1 billion campaign. In November 2017, he was selected as a member of the National Advisory Board of Governors for Nareit. Mr. Aldag was appointed as a board member of Infracore SA in May 2019 and as a board member of Générale-Beaulieu Immobilière SA in June 2020, both private foreign companies. A native of Eufaula, Alabama, Mr. Aldag is a graduate of the University of Alabama, where he majored in finance. | | G. Steven Dawson Director since: 2004 Independent Director Age: 66 Committees: Audit (Chair) Investment | The Board believes that Mr. Dawson’s substantial experience as a board member and committee chairman of other public REITs, along with his strong skills in corporate finance, strategic planning, and public company oversight, make him a valued advisor and highly qualified to serve as a member of our Board and as Chairman of our Audit Committee. Since 2003, Mr. Dawson has primarily been a private investor focused on real estate and financial services in the U.S. and Canada, and has served on the boards of numerous public and private REITs and other companies. From July 1990 to September 2003, he served as Chief Financial Officer and Senior Vice President – Finance of Camden Property Trust (and its predecessors) (NYSE: CPT), a REIT specializing in apartment communities based in Houston, Texas. Mr. Dawson currently serves on the Board of Directors and as Audit Committee chairman, as well as a member of the Nominating and Corporate Governance Committee and Compensation Committee for Cohen & Co. (NYSE American: COHN), a broker-dealer and an investment banking firm specializing in special purpose acquisition companies and credit-related fixed income investments in the U.S. and Europe. He is also the Chairman of the Board of Trustees for Nova Net Lease REIT (CSE: NNL-U.CN), a small Canadian company investing in specialty industrial properties in the U.S. Mr. Dawson holds a degree in business from Texas A&M University and is a member of the Real Estate Roundtable at the Mays Graduate School of Business at Texas A&M University. |

  15. Summary Information about Our Director Nominees

    | R. Steven Hamner Director since: 2005 Founder, Executive Vice President, and Chief Financial Officer Age: 67 Committees: Investment | The Board believes that Mr. Hamner’s position as a co-founder of our Company, and his extensive experience in the real estate and healthcare industries and in the corporate finance sector, make him highly qualified to serve as a member of our Board. From August to September 2003, Mr. Hamner served as our Executive Vice President and Chief Accounting Officer. From October 2001 through March 2004, he was the Managing Director of Transaction Analysis LLC, a company that provided interim and project-oriented accounting and consulting services to commercial real estate owners and their advisors. From June 1998 to September 2001, he was Vice President and Chief Financial Officer of United Investors Realty Trust, a publicly traded REIT. For the 10 years prior to becoming an officer of United Investors Realty Trust, he was employed by the accounting and consulting firm of Ernst & Young LLP and its predecessors. Mr. Hamner received a B.S. in Accounting from Louisiana State University. | | Caterina A. Mozingo Director since: 2020 Independent Director Age: 56 Committees: Environmental and Social (Chair) Risk | The Board believes that Ms. Mozingo’s experience as a certified public accountant (“CPA”) and consultant to real estate and healthcare companies, and her experience providing tax consulting services to for profit and not-for-profit companies, including publicly traded and privately held entities, make her highly qualified to serve as a member of our Board. Ms. Mozingo is a tax partner with Aldridge, Borden & Company, P.C., a CPA firm that she joined in 1995. Her experience at Aldridge, Borden & Company includes a broad range of tax consulting and compliance services for businesses, individuals, fiduciaries, and tax-exempt entities. She began her career in public accounting with Coopers & Lybrand, LLP. Ms. Mozingo is a member of the American Institute of CPAs (“AICPA”), and the Alabama Society of CPAs, where she serves on the State Taxation Committee. Ms. Mozingo graduated summa cum laude from the University of Alabama in Commerce and Business Administration before earning a Master of Tax Accounting degree. Ms. Mozingo holds the Personal Financial Specialist designation awarded by the AICPA. |

  16. Summary Information about Our Director Nominees

    | Emily W. Murphy Director since: 2022 Independent Director Age: 50 Committees: Ethics, Nominating and Corporate Governance Risk Environmental and Social | The Board believes that Ms. Murphy’s legal background and extensive knowledge of managing the growth of large organizations make her a valued advisor and highly qualified to serve as a member of our Board. Ms. Murphy is a leading expert in government contracting and government business. She served as Administrator of the U.S. General Services Administration (“GSA”) from 2017 to 2021, leading a workforce of more than 11,000 federal employees and overseeing 371 million square feet of office space and $75 billion in annual contracts. During her time as GSA Administrator, she had ultimate supervisory authority of the Office of High-Performance Green Buildings. She was a member of the Federal Acquisitions Security Committee, which dealt with risk management around information technology (“IT”) and the IT supply chain. Under her leadership, GSA significantly increased its sales and revenues, saved customer agencies more than $20 billion, and recorded the highest customer, vendor, and employee satisfaction scores in the history of the agency. Before her service as the GSA Administrator, Ms. Murphy was GSA’s first Chief Acquisition Officer during the administration of President George W. Bush, where she was responsible for more than $40 billion in acquisition programs. Prior to this, she served at the U.S. Small Business Administration as the Senior Advisor for Government Contracting and Business Development and as Acting Associate Administrator for Government Contracting. In addition to her senior roles in the Executive Branch, Ms. Murphy spent nine years serving in various procurement policy and leadership roles for the House of Representatives, including Counsel and Professional Staff Member to the Committee on Armed Services and Senior Counsel and Policy Director for the Committee on Small Business. In the private sector, Ms. Murphy was the General Counsel and Vice President for Operations for TerreStar National Services, Inc., a wholly owned subsidiary of TerreStar Networks, and practiced government contracts law with the firm of Wiley, Rein & Fielding (now Wiley). She is a graduate of the University of Virginia School of Law and Smith College, and is a member of the Young Presidents Organization, the Economic Club of Washington, D.C., and the Chief Executives Organization. She currently serves as Senior Fellow with the Center for Government Contracting at George Mason University’s School of Business. She consults with companies seeking to strategically position themselves in the federal procurement space, and she serves on the Board of Advisors for SkillStorm and Vita Inclinata. | | Elizabeth N. Pitman Director since: 2018 Independent Director Age: 60 Committees: Ethics, Nominating and Corporate Governance (Chair) Risk (Chair) Environmental and Social | The Board believes that Ms. Pitman’s experience as a healthcare lawyer, and her experience providing counsel to publicly traded and privately owned hospitals and healthcare systems, make her highly qualified to serve as a member of our Board. Ms. Pitman has been an attorney with Holland & Knight, LLP, formerly Waller, Landen, Dortch & Davis, LLP, known as a leading provider of legal services to the healthcare industry, since 2015. From July 2013 to December 2013, she worked as corporate counsel for Vitera Healthcare Solutions, LLC, and prior to that, from October 2008 to July 2013, she served as general counsel at Success EHS, Inc., both providers of electronic health records and revenue cycle management solutions. Ms. Pitman has provided counsel to companies, hospitals and healthcare systems, surgery centers, physician groups, and healthcare information technology companies on a variety of matters, including healthcare regulatory, privacy, data and cyber security compliance, technology licensing, and mergers and acquisitions. Ms. Pitman earned a B.S. in Accounting from the University of Alabama and a Juris Doctorate from the University of Alabama School of Law. |

  17. Summary Information about Our Director Nominees

    | D. Paul Sparks, Jr. Director since: 2014 Independent Director Age: 61 Committees: Audit Compensation Investment | The Board believes that Mr. Sparks’ substantial experience in executive positions, and his ability to guide companies through periods of growth and development, make him a valued advisor and qualified to serve as a member of our Board. Mr. Sparks retired in January 2016 after a 32-year career in the energy industry. Prior to his retirement, he was Senior Vice President of Resource Development for Energen Resources Corporation (NYSE: EGN), holding various positions with Energen since 1989, including Senior Vice President of Operations from 2006 until 2012. During his 27 years at Energen, Mr. Sparks helped Energen grow from a small, regulated utility to a top 20 independent oil and gas exploration and production company in the U.S. Mr. Sparks was responsible for the forward-looking strategy and implementation of valuing and developing the assets of Energen. Prior to joining Energen, Mr. Sparks worked with Amoco Corporation, a global chemical and oil company in Texas and Louisiana. Mr. Sparks has been active in a number of organizations. He is the former Chairman of the New Mexico Oil and Gas Association, past advisor to the Gas Research Institute, a former board member of the Independent Petroleum Association of America, and past officer of the Society of Petroleum Engineers. He has authored a number of peer-reviewed publications and holds a patent in oil and gas technology. Mr. Sparks is a 1984 graduate of Mississippi State University with a degree in Petroleum Engineering. He is also a Bagley College of Engineering Distinguished Fellow and a member of the College’s Advisory Board. | | Michael G. Stewart Director since: 2016 Lead Independent Director Age: 68 Committees: Compensation Environmental and Social Ethics, Nominating and Corporate Governance | The Board believes that Mr. Stewart’s legal background, and his extensive knowledge of healthcare, legal, and corporate governance and addressing various healthcare issues, make him a valued advisor and highly qualified to serve as a member of our Board. Mr. Stewart is presently a private investor. He served as Executive Vice President, General Counsel and Secretary of the Company from 2005 – 2010. Mr. Stewart formerly worked with law firms Berkowitz, Lefkovits, Isom & Kushner (now Baker Donelson) and Constangy, Brooks & Smith, having a law practice that encompassed corporate, healthcare, litigation, employment, and labor. Mr. Stewart also served as Vice President and General Counsel of Complete Health Services, Inc. (later, United Healthcare of the South). Throughout his professional career, he has provided private consulting services to physician groups and other healthcare providers. Mr. Stewart is the author of four novels that have been published by G.P. Putnam’s Sons and Random House. He is a graduate of Auburn University with a B.S. degree in Business Administration with an emphasis in Information Systems and received his Juris Doctorate degree from the Cumberland School of Law at Samford University. |

  18. Summary Information about Our Director Nominees

    | C. Reynolds Thompson, III Director since: 2016 Independent Director Age: 61 Committees: Compensation (Chair) Audit Investment | The Board believes that Mr. Thompson’s significant executive experience, and his deep understanding of all aspects of REITs, make him a valued advisor and well qualified to serve as a member of our Board. Mr. Thompson has served as CEO of the Propst Companies since July 2023. Propst is a privately held family investment company headquartered in Huntsville, Alabama with offices in Birmingham, Alabama and Nashville, Tennessee. Propst actively invests in commercial real estate, residential real estate and manufacturing businesses. Prior to Propst, Mr Thompson served as Chairman and Chief Investment Officer of Select Strategies Realty of Cincinnati (“Select”), a privately held real estate investment company that specializes in the development, acquisition, management, and leasing of retail and mixed-use real estate in Midwestern and Southeastern U.S. since 2014. Select has sponsored retail investments in excess of $400 million and has provided management and leasing services for over five million retail square feet. Founded in 2005, the firm has 7 offices along with its Cincinnati headquarters. The company manages and leases retail assets in nine states as well as office and multifamily assets in Ohio and Kentucky. Prior to Select, Mr. Thompson was President and Chief Financial Officer (1997 – 2013) of Colonial Properties Trust, a $4 billion publicly traded REIT with a portfolio of multifamily, office, retail, and mixed-use assets. During a 16-year career with Colonial, he also served as CEO, COO and CIO. He served on Colonial’s risk management committee and was part of reviewing and maintaining the Colonial’s business continuity plan. He has extensive public and private company management, operating and investment experience having raised $950 million in equity, $2.5 billion in debt and completed acquisitions totaling over $3 billion. Prior to Colonial, Mr. Thompson worked in acquisitions and due diligence for Carr America Realty Corporation, a then publicly traded REIT. Mr. Thompson began his career as a commercial lending officer at SunTrust Bank (now Truist Bank). Mr. Thompson is a member of the Board of Visitors of the Culverhouse College of Business at the University of Alabama. He previously served on the Board of Governors of Nareit, and the board of directors of the Birmingham Business Alliance and United Way of Central Alabama. Mr. Thompson holds a B.S. degree with Special Attainments in Commerce from Washington and Lee University. |

  19. Summary Information about Our Director Nominees

    Governance Information Regarding Our Board of Directors

  20. Annual Election of Directors

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

  21. Governance, Ethics, and Stockholder Communications

    The Company asks that you indicate your support for our named executive officers’ compensation as described in the Compensation Discussion and Analysis (“CD&A”) and the accompanying tables and related disclosures beginning on page 18 of this Proxy Statement. This proposal, commonly known as a “Say-on-Pay” proposal, is required pursuant to Section 14A of the Exchange Act. While the Say-on-Pay vote is advisory and therefore non-binding on the Company, the Board, or the Compensation Committee, it gives our stockholders the opportunity to express their views on our named executive officers’ compensation. Our Board and Compensation Committee members take the views of our stockholders meaningfully into consideration when making executive compensation decisions. This vote is not intended to address any specific item of compensation but rather the overall compensation of our named executive officers and the policies and practices described in this Proxy Statement. We conduct an annual non-binding Say-on-Pay vote consistent with the recommendation of a majority of our stockholders expressed by vote at our 2023 annual meeting of stockholders. The Board and the Compensation Committee will review the voting results of this advisory Say-on-Pay vote and take them into consideration when structuring future executive compensation arrangements. The affirmative vote of the holders of a majority of the shares of common stock represented in person or by proxy at the 2024 annual meeting of stockholders and entitled to vote on the proposal will be required for approval. As we describe in further detail in the CD&A, we believe that the experience, abilities, and commitment of our executive officers are unique in the business of investing in hospital real estate and are therefore critical to the long-term achievement of our investment goals. Accordingly, the primary objectives of our executive compensation program are to retain our key leaders, attract future leaders and align our executive officers’ long-term interest with the interests of our stockholders. The Board encourages you to carefully review the information regarding our executive compensation program contained in this Proxy Statement. We are a leading global provider of real estate capital to hospitals. We are unique among REITs due to our exclusive focus on investing in hospital real estate. Our hospitals and our tenant operators provided high quality care to millions of patients in the United States and abroad in 2023. Domestically, this included approximately 455,000 admissions, nearly 1.8 million emergency room visits and approximately 275,000 surgeries.

  22. Environmental Sustainability

    | ◆ | Use incentives tied to rigorous performance goals that formulaically adjust payouts and realized compensation to reflect our performance results |

  23. Environmental Sustainability

    | ◆ | Allocate the majority of compensation to performance-based equity awards to further emphasize alignment with our stockholders |

  24. Environmental Sustainability

    | No Increase to Annual Base Cash Pay | Significant Decline in Value of Equity Compensation | No Changes to Target Values of Equity Awards | | 0% For Mr. Aldag since 2018 and Mr. Hamner since 2020, including in 2024 | Negative $16.6 million | 0% Increase to Target Values Since 2020 for CEO and CFO | | During this period, our Say-on-Pay Support Has Averaged Above 91% | Reduction in our CEO’s “compensation actually paid” in 2023 as compared to the total amounts reported in our Summary Compensation Table, driven primarily by a significant decline in the fair value of our CEO’s outstanding equity awards | |

  25. Financial Performance(1)

    | Transaction Highlights | | | Disciplined Investing | Strategic Sales/Divestments | | $137 Million New Real Estate Investments Refer to New Investments in Note 3 of the Notes to Consolidated Financial Statements in our 2023 Annual Report on Form 10-K for additional details(2) | $1.1 Billion Net Proceeds from Sales of Real Estate and Proceeds from Divesting an Operating Company (Lifepoint Behavioral) |

  26. 2023 Pay-TSR Alignment

    | | Compensation and Governance Evolution | | 2019 and Prior | › Modified performance-based equity awards to include both operational performance metrics that drive long-term stockholder value creation and TSR metrics › Reduced the discretionary portion of annual cash incentives from 35% to 20% › Established an employee-led Green Team › Implemented Company-wide environmental initiatives, and engaged in active dialogue with our tenants and developers on ESG-related matters | | 2020 - 2022 | › Increased the weighting of performance-based equity to represent two-thirds of the target long-term incentive value for our then-serving NEOs › Incorporated an absolute TSR modifier (in addition to the existing relative TSR modifier) to ensure that our executives would not be significantly rewarded during periods of low or no growth (payouts reduced up to 25% if TSR is below 3% per annum) › Refined our executive compensation peer group to include only the most comparable REITs using a transparent selection methodology › Added ESG performance to the annual cash bonus program consistent with our commitment to ESG initiatives › Diversified our Board with two additional female directors, one of whom is Latina and a native of Costa Rica (female directors make up 33% of our Board) › Established two new standing Board committees, including an Environmental and Social Committee and a Risk Committee › Enhanced disclosure on how we determine equity awards and the Compensation Committee’s assessment of the discretionary portion of the bonus program | | 2023 - 2024 | › Adjusted compensation metrics in our performance share programs to reflect the updated business plan of our Company › Created the 2023 Stock Price Performance Award, which was granted to all employees other than our CEO and CFO, to retain key talent, further align the interests of our employees with those of our stockholders, and drive stock price growth › Reduced the target value of our CEO and CFO’s 2024 annual equity awards and allocated more equity to performance shares › Redesigned CEO and CFO 2024 annual performance shares to be economically similar to the 2023 Stock Price Performance Award with no value realized for our CEO and CFO unless the stock price has appreciated 67% over the grant date stock price › Adopted an updated Clawback policy › Fostered succession planning by promoting three senior leaders into executive positions |

  27. 2023 Pay-TSR Alignment

    | ◆ | The variable components of our compensation program specifically include rigorous performance goals meant to motivate management to execute our business plan tied to accretive growth, strategic financing and raising efficient capital. In our long-term program, our 2023 goals required EBITDA achievements and capital raising goals aligned with the Company’s business plan, while also subjecting the awards made to our CEO, CFO and former COO to a decrease or increase in compensation depending on the relative and absolute TSR performance in 2023. |

  28. 2023 Pay-TSR Alignment

    | ◆ | The majority of our annual equity awards are at-risk performance-based stock awards earned based on the achievement of operational goals and, for our CEO, CFO and former COO, subject to adjustment based on both absolute and relative TSR. Additionally, the time-based stock awards are subject to the same stock price fluctuations as our stockholders. This approach reflects our understanding that our investors value equity-based compensation to align our executives’ interests with those of our stockholders. |

  29. 2023 Pay-TSR Alignment

    | ◆ | 2023 Stock Price Performance Award was granted to SVPs in 2023 to retain key employees and incentivize long-term stock price appreciation. This award is earned and becomes eligible to vest only if we achieve certain stock price hurdles, fully aligning our employees with our stockholders.(1) |

  30. 2023 Pay-TSR Alignment

    | (1) On March 8, 2024, the Company issued restricted stock units to the CEO and CFO. These awards are generally subject to the same performance-based vesting terms as the 2023 Stock Price Appreciation Award to SVPs in 2023. |

  31. Our Executive Compensation Process

    | Compensation Committee | Compensation Consultant | Management | | Provides independent oversight and approval with respect to executive compensation matters(1) | Provides guidance to the Compensation Committee throughout the year on compensation matters, including benchmarking for pay levels, pay practices and governance trends | Provide additional information as requested by the Compensation Committee | | Assesses corporate and individual performance as it relates to actual compensation for our NEOs | Assists with peer group selection and analysis | CEO provides input on individual performance for other NEOs and achievements relating to strategic, non-financial business goals | | Administers our equity incentive programs, including reviewing and approving equity grants to our NEOs | Reviews and advises on recommendations, plan design and measures | |

  32. Role of the Compensation Committee

    | ◆ | Reviewing and approving, on an annual basis, the corporate incentive goals and objectives relevant to the annual cash bonus plan and performance-based shares |

  33. Role of the Compensation Committee

    | ◆ | Approving any changes to each of our executive’s total compensation package, including, but not limited to, base salary, annual and long-term incentive award opportunities and payouts, and retention programs |

  34. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee recognizes that it is essential to receive objective advice from its outside compensation consultant and, in 2023, the Compensation Committee retained Gressle & McGinley, a nationally recognized compensation consulting firm. The Compensation Consultant was engaged by and reports directly to the Compensation Committee. Upon the request of the Compensation Committee, a representative of Gressle & McGinley attended meetings of the Compensation Committee and communicated with the Chairman of the Compensation Committee between meetings; however, the Compensation Committee makes all decisions regarding the compensation of our executive officers. The Compensation Consultant provides various executive compensation services to the Compensation Committee. Generally, these services include, among others, (i) advising the Compensation Committee on the principal aspects of our executive compensation program and director compensation program and evolving industry practices; (ii) presenting information to assist the Compensation Committee in determining the appropriate peer group to be used to evaluate the competitiveness of our compensation program; (iii) providing market information and analysis regarding the competitiveness of our program design and our award values in relationship to our performance; and (iv) preparing recommendations based on the Company’s performance, current market trends and corporate governance developments. The Compensation Committee has determined, based on a review of relevant factors, that Gressle & McGinley is independent and that their work has not raised any conflict of interests. The Compensation Committee also closely examines the safeguards and steps that Gressle & McGinley takes to ensure that its executive compensation consulting services are objective. Other than advising the Compensation Committee as described above, Gressle & McGinley did not provide any other services to the Company in 2023.

  35. Use of Peer Group Data

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

  36. Use of Peer Group Data

    | ◆ | Continuity: Sensitivity to peer group continuity to ensure that peer group results are comparable year-over-year and are not arbitrarily adjusted for short-term changes in peer dynamics. As such, MPT did not change the peer group in 2023. |

  37. Use of Peer Group Data

    | ◆ | Size: REITs within an appropriate size range relative to our Company, in terms of total capitalization and ensuring the Company is at the approximate median or above the overall peer set. For 2023, the size range was 0.3x to 3.0x our total capitalization. |

  38. Use of Peer Group Data

    | ◆ | Global: Companies with a global presence that reflect the same complexities faced by our global operations and challenges associated with operating on an international scale |

  39. Use of Peer Group Data

    | ◆ | Healthcare Expertise: REITs that primarily invest in medical properties and/or healthcare assets whose executives require expertise in the healthcare/medical sector |

  40. Use of Peer Group Data

    | ◆ | Specialized REITs: REITs with specialized assets that require executives to have knowledge of the underlying assets |

  41. Use of Peer Group Data

    | ◆ | Net Lease REITs: REITs with a significant portion of properties leased on a triple-net basis |

  42. Use of Peer Group Data

    During 2023, the Compensation Committee utilized peer group compensation data to understand the Company’s pay levels and structure as compared to the market. Although the Compensation Committee does not adhere to a specific formula nor does it target a certain percentile of compensation, we believe it is important to understand the competitive landscape to effectively assess each NEO’s total compensation opportunity, pay mix and overall governance and market trends. We strive to ensure that our compensation program and opportunities remain equitable and competitive, while also considering factors such as size, scope of operations, and our relative performance, as appropriate.

  43. 2023 Executive Compensation Peer Group

    2023 Executive Compensation Peer Group The approved peer group for 2023 includes the following companies:

  44. 2023 Executive Compensation Peer Group

    | Company | Total Capitalization(1) | Industry | Size | Global | Healthcare Expertise | Specialized REIT | Net Lease REIT | | Alexandria Real Estate Equities, Inc. | $37,702 | Office REIT | ◆ | ◆ | | ◆ | ◆ | | Boston Properties, Inc. | $29,468 | Office REIT | ◆ | | | ◆ | | | Douglas Emmett, Inc. | $8,442 | Office REIT | ◆ | | | ◆ | | | Gaming and Leisure Properties, Inc. | $20,053 | Casino REIT | ◆ | | | ◆ | ◆ | | Healthcare Realty Trust Incorporated | $12,138 | Health Care REIT | ◆ | | ◆ | | ◆ | | Healthpeak Properties, Inc. | $18,199 | Health Care REIT | ◆ | ◆ | ◆ | ◆ | | | Hudson Pacific Properties, Inc. | $7,106 | Office REIT | ◆ | ◆ | | ◆ | | | Iron Mountain Incorporated | $35,008 | Specialty REIT | ◆ | ◆ | ◆ | ◆ | | | JBG SMITH Properties | $4,494 | Diversified REIT | ◆ | | | ◆ | | | Kilroy Realty Corporation | $9,956 | Office REIT | ◆ | | | ◆ | | | Medical Properties Trust, Inc. | $13,096 | Health Care REIT | ◆ | ◆ | ◆ | ◆ | ◆ | | Omega Healthcare Investors, Inc. | $13,017 | Health Care REIT | ◆ | ◆ | ◆ | | ◆ | | SBA Communications Corporation | $43,556 | Specialty REIT | | ◆ | | ◆ | | | SL Green Realty Corp. | $7,904 | Office REIT | ◆ | | | ◆ | | | Ventas, Inc. | $33,972 | Health Care REIT | ◆ | ◆ | ◆ | | | | Vornado Realty Trust | $16,423 | Office REIT | ◆ | | | ◆ | | | Welltower Inc. | $66,725 | Health Care REIT | | ◆ | ◆ | ◆ | ◆ |

  45. 2023 Executive Compensation Peer Group

    | (1) All financial data in $ millions per S&P Capital IQ Pro as of December 31, 2023. |

  46. 2023 Executive Compensation Peer Group

    Compensation Program Features The following chart provides an overview of the components of our 2023 executive compensation program, including the objective of each component and how it ties to our overall compensation philosophy, which can be summarized in the following key categories:

  47. 2023 Executive Compensation Peer Group

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

  48. 2023 Executive Compensation Peer Group

    | Element | Description | Objective | Pay Philosophy Element | | Base Salary | Based on duties, experience, and internal pay equity | Provides a fixed level of cash compensation to attract and retain talented executives | | | Annual Cash Bonus(1) | 50% Normalized FFO per Share 20% EBITDA/Interest Expense 10% ESG Initiatives 20% Qualitative Performance | Aligns our executives with near-term financial goals and strategic priorities, which for 2023 included Normalized FFO growth and managing leverage | | | | | As we remained focused on the importance of ESG for both internal and external stakeholders, we continued to include the achievement of ESG initiatives in our annual cash bonus program as standalone assessment criteria | | | | | Given that the majority of our compensation is based on pre-established metrics and goals, allows for a subjective assessment of performance on a more holistic basis and considers factors that may not be quantifiable | | | Time-Based Shares | Vest ratably over 3 years | Promotes retention and aligns executives with stockholders | | | Performance-Based Shares | 50% Strategic Transactions 50% EBITDA Absolute and Relative TSR Modifier(2) | Rewards executives for completing transactions aligned with the Company’s current goal of paying down debt and reducing leverage, while also giving credit for strategic capital deployment | | | | | Ensures that executives are focused on profitability and stockholder value creation through EBITDA growth in both the short-term and long-term periods | | | | | Adjusts payouts to align with long-term stockholder returns on both an absolute and relative basis | | | 2023 Stock Price Performance Award(3) | One-time award granted to SVPs that vests only if specified stock price hurdles are achieved | Award granted in December 2023 to SVPs to promote retention and further alignment with stockholders and incentivize stock price appreciation | |

  49. 2023 Executive Compensation Peer Group

    | (1) Applicable only to Messrs. Aldag, Hamner, and McLean. Bonuses for 2023 for Mr. Hanna, Ms. Hooper, and Mr. Portal were determined based on a holistic qualitative review of their performance. |

  50. 2023 Executive Compensation Peer Group

    | (2) TSR modifier is only applicable to Messrs. Aldag, Hamner, and McLean. |

  51. 2023 Executive Compensation Peer Group

    | (3) On March 8, 2024, the Company issued restricted stock units to the CEO and CFO. These awards are generally subject to the same performance-based vesting terms as the 2023 Stock Price Performance Award granted to SVPs in 2023 and has replaced the annual performance-based awards granted to the CEO and CFO. |

  52. 2023 Executive Compensation Peer Group

    Elements of Pay

  53. Annual Cash Bonus Plan

    Annual Cash Bonus Plan

  54. Annual Cash Bonus Opportunities

    Annual Cash Bonus Opportunities For 2023, cash bonus opportunities for our NEOs as a percent of base salary were as follows:

  55. Annual Cash Bonus Opportunities

    | Named Executive Officer | Threshold | Target | Maximum | | Edward K. Aldag, Jr. | 100% | 200% | 300% | | R. Steven Hamner | 100% | 150% | 225% | | Emmett E. McLean | 50% | 100% | 125% | | J. Kevin Hanna(1) | | Not Applicable | | | Rosa H. Hooper(1) | | Not Applicable | | | Larry H. Portal(1) | | Not Applicable | |

  56. Annual Cash Bonus Opportunities

    | (1) Mr. Hanna, Ms. Hooper and Mr. Portal’s 2023 bonuses were not targeted at a particular dollar value or percentage of base salary, and the actual 2023 bonuses for Mr. Hanna, Ms. Hooper and Mr. Portal were determined based on a holistic qualitative review of their performance. |

  57. Annual Cash Bonus Plan Metrics

    Annual Cash Bonus Plan Metrics The cash bonus plan metrics are reviewed annually by the Compensation Committee to ensure continued alignment with our strategic goals for the upcoming year. These goals are critical to our long-term success and are designed to be challenging and rigorous to ensure that we remain focused on differentiated growth and our overall business strategy. The 2023 cash bonus plan metrics that applied to Mr. Aldag, Mr. Hamner and Mr. McLean are set forth in the following chart:

  58. Annual Cash Bonus Plan Metrics

    | Performance Metric | Weighting | Threshold | Target | Maximum | 2023 Achievement | | Normalized FFO Per Share Encourages focus on profitability as measured by the most frequently used REIT earnings measurement on a per share basis; mitigates the risk of non-profitable acquisitions or other low-quality growth | 50% | $1.42 | $1.46 | $1.50 | $1.59 | | Targets consistent with the Company’s 2023 guidance. | | | | | | | EBITDA(1)/Interest Expense Ratio Motivates management to maintain financial health and a low cost of capital | 20% | 3.0x | 3.2x | 3.4x | 3.47x | | The 3.2x target ratio was established based on our historical strategies and debt levels as publicly disclosed during recent years. | | | | | | | Environmental, Social and Corporate Governance Encourages management to prioritize and execute on annual ESG initiatives | 10% | Compensation Committee’s Assessment | | | Achieved Annual ESG Initiatives | | ESG accomplishments include (i) ranked by Modern Healthcare as one of the best places to work and (ii) recognized with a 2022-2023 Green Lease Leaders Silver Certification by the Institute for Market Transformation and the Department of Energy Better Building Alliance. | | | | | | | Qualitative Performance Review Represents indicators of the executive’s success in fulfilling his or her responsibilities to the Company and in executing its strategic business plan | 20% | Compensation Committee’s Assessment | | | Target (see below) | | See below for additional detail on the Compensation Committee’s review of qualitative performance. | | | | | |

  59. How We Determined Qualitative Performance for the Annual Cash Bonus Plan

    How We Determined Qualitative Performance for the Annual Cash Bonus Plan The Compensation Committee assessed the qualitative performance of Mr. Aldag, Mr. Hamner, and Mr. McLean, which accounts for 20% of their overall bonus. The Committee determined that the qualitative portion of the bonus was achieved below the maximum level of achievement. These executives’ performance is most directly tied to the Company’s overall financial and operational accomplishments and accordingly, the Committee assessed the qualitative component based on each executives’ ability to appropriately revise our business plan mid-year and execute on our new strategy. Additionally, the Committee had the following key considerations:

  60. How We Determined Qualitative Performance for the Annual Cash Bonus Plan

    | ◆ | Completion of sales of assets to pay down debt |

  61. How We Determined Qualitative Performance for the Annual Cash Bonus Plan

    | ◆ | Asset write-downs |

  62. How We Determined Qualitative Performance for the Annual Cash Bonus Plan

    | ◆ | Addressing negative stock price performance |

  63. How We Determined Bonuses for the Other NEOs

    How We Determined Bonuses for the Other NEOs The annual cash bonuses for Mr. Hanna, Ms. Hooper and Mr. Portal were determined based on the CEO’s evaluation of the individual’s performance. Based on the above and the 2023 performance highlights previously discussed under “2023 Performance Highlights”, the overall cash bonus amounts are as follows:

  64. How We Determined Bonuses for the Other NEOs

    | Named Executive Officer | 2023 Earned Bonus ($) | | Edward K. Aldag, Jr. | 2,800,000 | | R. Steven Hamner | 1,417,500 | | Emmett E. McLean(1) | 439,999 | | J. Kevin Hanna(2) | 500,000 | | Rosa H. Hooper(2) | 345,000 | | Larry H. Portal(2) | 850,000 |

  65. How We Determined Bonuses for the Other NEOs

    | (1) Mr. McLean’s bonus was prorated based on his retirement date of September 1, 2023. |

  66. How We Determined Bonuses for the Other NEOs

    | (2) Mr. Hanna, Ms. Hooper, and Mr. Portal were appointed as executive officers during 2023. The 2023 bonuses for these NEOs were determined based on a holistic qualitative review of their performance. |

  67. 2023 Annual Equity Awards

    2023 Annual Equity Awards We use a balanced approach to equity compensation and grant a combination of both time-based shares and performance-based shares, with the majority of the awards for our CEO and CFO (approximately 66%) vesting contingent on performance and 100% at-risk. The time-based portion of the award is intended to promote retention, while also subjecting our executives to the same market fluctuations faced by our stockholders. In 2023, our NEOs were granted time-based shares that vest in equal quarterly installments over three years with the following values:

  68. 2023 Annual Equity Awards

    | Named Executive Officer | Target Value of Time- Based Shares ($) 2023(1) | | Edward K. Aldag, Jr. | 4,250,000 | | R. Steven Hamner | 2,125,000 | | Emmett E. McLean | 815,000 | | J. Kevin Hanna | 382,858 | | Rosa H. Hooper | 258,425 | | Larry H. Portal | 382,858 |

  69. 2023 Annual Equity Awards

    | (1) The grant date fair values, computed in accordance with ASC 718, were $4,320,570, $2,160,292, $828,540, $382,858, $258,425, and $382,858 for Mr. Aldag, Mr. Hamner, Mr. McLean, Mr. Hanna, Ms. Hooper, and Mr. Portal, respectively. For Mr. Hanna, Ms. Hooper, and Mr. Portal, this excludes the additional grant in December 2023 of the 2023 Stock Price Performance Award, discussed on page 32. |

  70. 2023 Annual Equity Awards

    Refer to our Pay Versus Performance disclosure and the Compensation Actually Paid to our NEOs in 2023 on page 37. Performance-based shares are designed to incentivize performance in both the long-run and short-run. 2023 annual performance-based restricted share awards are earned subject to the achievement of three-year goals, while also allowing a portion of the award to be earned subject to the achievement of one-year goals (maximum of 1/3 of the shares). The following chart provides the target value of performance-based shares granted to our NEOs in 2023:

  71. 2023 Annual Equity Awards

    | Named Executive Officer | Target Value of Performance-Based Shares ($) 2023(1) | | Edward K. Aldag, Jr. | 8,250,000 | | R. Steven Hamner | 4,125,000 | | Emmett E. McLean | 1,685,000 | | J. Kevin Hanna | 191,425 | | Rosa H. Hooper | 129,213 | | Larry H. Portal | 191,425 |

  72. 2023 Annual Equity Awards

    | (1) The grant date fair values, computed in accordance with ASC 718, were $9,619,819, $4,809,894, $1,964,777, $191,425, $129,213, and $191,425 for Mr. Aldag, Mr. Hamner, Mr. McLean, Mr. Hanna, Ms. Hooper, and Mr. Portal, respectively. |

  73. 2023 Annual Equity Awards

    Refer to our Pay Versus Performance disclosure and the Compensation Actually Paid to our NEOs in 2023 on page 37. The 2023 annual performance shares can be earned based on the following goals set by the Compensation Committee, which include both long-term and annual goals to align with our strategic business plan and our commitment to sustained growth that will ultimately drive long-term value creation. The 2023 performance metrics were selected in accordance with our strategic business plan and include goals for strategic transactions and EBITDA.

  74. 2023 Annual Equity Awards

    | | Strategic Transactions (in millions) ($) | | EBITDA (in millions) ($) | | | | 2023 | 2025 | 2023 | 2025 | | Threshold (50%) | $500 | $1,500 | $1,300 | $1,400 | | Target (100%) | $750 | $2,250 | $1,330 | $1,450 | | Maximum (200%)(1) | $1,000 | $3,000 | $1,360 | $1,500 |

  75. 2023 Annual Equity Awards

    | (1) Mr. McLean’s maximum was 150% of target. |

  76. 2023 Annual Equity Awards

    Performance is measured over the three-year performance period and shares are earned based on the three-year performance goals listed above. To further strengthen alignment with our stockholders, any shares earned by Messrs. Aldag, Hamner, and McLean are subject to both an absolute and relative TSR modifier. One-half of the earned shares will be adjusted up or down by 25% based on relative TSR performance between the 25th percentile to the 75th percentile, and one-half of the earned shares will be adjusted up or down by 25% based on absolute TSR performance between 0% and 6% per annum. To track the milestone progress during the performance period and to incentivize the consistent execution of our strategy and business plan, up to one-third of the target award was eligible to be earned at the end of 2023. Based on achievement of the 2023 goals for the annual performance shares, 150% of the shares eligible to be earned by Mr. Aldag and Mr. Hamner for 2023 performance were earned and 200% of the shares eligible to be earned by the SVPs for 2023 performance were earned. Due to Mr. McLean’s retirement in September 2023, 187.5% of the shares eligible to be earned by him for 2023 vested upon his retirement, as discussed on page 44. The Compensation Committee believes that using one-year and three-year goals creates a balanced program that ensures that management remains focused in both the short-term and the long-term to drive consistent stockholder value.

  77. 2023 Stock Price Performance Award

    | (1) On March 8, 2024, the Company issued restricted stock units to the CEO and CFO. These awards are generally subject to the same performance-based vesting terms as the one-time awards granted to SVPs in 2023 as discussed below and have replaced the CEO and CFO’s typical annual performance-based awards. See Form 8-K filed on March 14, 2024 for further detail on this award. |

  78. How We Determine Annual Equity Awards

    How We Determine Annual Equity Awards Equity compensation is a critical component of our NEO’s compensation program that directly aligns our NEOs’ long-term interests with our stockholders and provides additional retention for our NEOs. Annual grants to Messrs. Aldag, Hamner, and McLean were approved in January 2023 and annual grants to the other NEOs were approved in September 2023. The Company considers many factors when determining the size and terms of equity awards, one of the most important being that our NEOs are incentivized to execute on our stated strategy. Additional factors include the following:

  79. How We Determine Annual Equity Awards

    | ◆ | Stockholder Alignment. NEOs should experience the same financial impact as our stockholders. |

  80. How We Determine Annual Equity Awards

    | ◆ | Retention and Competition for Talent. Maintaining market compensation to retain key leaders, which includes a review of market compensation based on a peer group that is reviewed and approved by the Compensation Committee each year for our CEO and CFO. |

  81. How We Determine Annual Equity Awards

    | ◆ | Management’s Skill and Proven Track Record. Our NEOs’ have a proven track record of navigating and executing complex transactions. They have a unique ability to pivot and execute new business plans as demonstrated in 2023 by the reduction in our debt year over year. |

  82. How We Determine Annual Equity Awards

    | ◆ | Historical Performance. Our unique portfolio of valuable healthcare infrastructure assets has delivered $4.8 billion in dividends to stockholders since our IPO. |

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

    Other Practices with Regard to Equity Awards and Purchases and Sales of Shares The Compensation Committee determines the number of shares underlying grants of restricted stock awards and the executive officers who will receive such awards. All of our employees (including our NEOs) and directors must receive prior authorization for any purchase or sale of our common stock. We have never granted stock options to our NEOs, and we have not granted any stock options since those granted to our initial directors in 2004.

  84. Compensation Risk Assessment

    | • | A mix between cash and equity compensation designed to encourage strategies and actions that are in the long-term best interests of the Company and its stockholders. |

  85. Pay Versus Performance Table

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

  86. Pay Versus Performance Table

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

  87. Pay Versus Performance Table

    | (1) For fiscal years 2020, 2021, 2022, and 2023, our PEO was Edward K. Aldag, Jr. Chairman, President, and CEO. For fiscal years 2020, 2021, and 2022, our other NEOs were R. Steven Hamner, EVP and CFO, and Emmett E. McLean EVP, COO and Secretary. For 2023, other NEOs were R. Steven Hamner, EVP and CFO; Emmett E. McLean EVP, COO and Secretary, J. Kevin Hanna, SVP, Controller and Chief Accounting Officer; Rosa H. Hooper, SVP, Operations and Secretary; and Larry H. Portal, SVP, Senior Advisor to the CEO. |

  88. Pay Versus Performance Table

    | (2) The amounts reported represent the “compensation actually paid”, computed in accordance with Item 402(v) of Regulation S-K, but do not reflect the actual amount of compensation earned by or paid in the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the amount reported in the “Total” column of the Summary Compensation Table for each year to calculate compensation actually paid: |

  89. Pay Versus Performance Table

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

  90. Pay Versus Performance Table

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

  91. Pay Versus Performance Table

    | (a) In making each of the adjustments, the “value” of a stock award is the fair value of the award on the applicable date determined in accordance with ASC 718 using the valuation assumptions we then used to calculate the fair value of our equity awards. The valuation methodology used to calculate fair values did not materially differ from that disclosed at the time of grant. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10-K each fiscal year and the footnotes to the Summary Compensation Table that appears in our annual Proxy Statement. |

  92. Pay Versus Performance Table

    | (3) Company TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the price of our common stock at the end and the beginning of the measurement period. |

  93. Pay Versus Performance Table

    | (4) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Dow Jones U.S. Real Estate Health Care Index, a published industry index. |

  94. Pay Versus Performance Table

    | (5) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year as reported on our Annual Report on Form 10-K. |

  95. Pay Versus Performance Table

    | (6) While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that stock price is the financial performance measure that, in the Company’s assessment, represents the most important financial performance measure that is not otherwise required to be disclosed in the Pay Versus Performance table used by the Company to link compensation actually paid to the Company’s NEOs, computed in accordance with Item 402(v) of Regulation S-K, for the most recently completed fiscal year, to Company performance. The Company utilizes stock price as a performance metric in the 2023 Stock Price Performance Awards and stock price impacts the value of all equity awards granted to the NEOs. |

  96. Relationship between Compensation Actually Paid and Financial Measures

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

  97. Relationship between Compensation Actually Paid and Financial Measures

    | ◆ | In 2023, we continued to execute on our strategy and closed various asset sales which helped to pay down debt; however, our TSR declined year-over-year, |

  98. Relationship between Compensation Actually Paid and Financial Measures

    | ◆ | Our 2023 compensation actually paid to our CEO reflects an approximately $16.6 million decline from Summary Compensation Table amounts, driven primarily by the decline in fair value of outstanding equity awards. |

  99. Relationship between Compensation Actually Paid and Financial Measures

    The following graphs further illustrate the alignment of our NEOs’ compensation actually paid relative to (i) our absolute TSR and the TSR of the Dow Jones U.S. Real Estate Health Care REIT Index, (ii) net income and (iii) stock price : Summary Compensation Table The amounts in the table below are a summary of the components of the compensation for our NEOs:

  100. Relationship between Compensation Actually Paid and Financial Measures

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation ($) | Total ($) | | Edward K. Aldag, Jr. | 2023 | 1,000,000 | 400,000 | 13,940,389 | 2,400,000 | 113,662(5) | 17,854,051 | | Chairman, President, and Chief Executive Officer | 2022 | 1,000,000 | 600,000 | 12,380,300 | 1,900,000 | 145,213 | 16,025,513 | | | 2021 | 1,000,000 | 600,000 | 12,928,532 | 2,400,000 | 108,097 | 17,036,629 | | R. Steven Hamner | 2023 | 675,000 | 202,500 | 6,970,186 | 1,215,000 | 49,931(6) | 9,112,617 | | Director, Executive Vice President and Chief Financial Officer | 2022 | 675,000 | 303,750 | 6,190,172 | 961,875 | 32,974 | 8,163,771 | | | 2021 | 675,000 | 303,750 | 6,464,266 | 1,215,000 | 27,313 | 8,685,329 | | Emmett E. McLean | 2023 | 368,782 | 73,333 | 10,753,254(3) | 366,666 | 1,017,520(7) | 12,579,555 | | Former Executive Vice President, Chief Operating Officer, Treasurer and Secretary | 2022 | 550,000 | 192,500 | 2,873,541 | 563,750 | 40,690 | 4,220,481 | | | 2021 | 550,000 | 192,500 | 4,034,826 | 770,000 | 64,625 | 5,611,951 | | J. Kevin Hanna | 2023 | 500,000 | 500,000 | 2,000,283 | – | 37,509(8) | 3,037,792 | | Senior Vice President, Controller and Chief Accounting Officer | | | | | | | | | Rosa H. Hooper | 2023 | 416,500 | 345,000 | 1,813,638 | – | 26,743(9) | 2,601,881 | | Senior Vice President, Operations and Secretary | | | | | | | | | Larry H. Portal | 2023 | 625,000 | 850,000 | 2,000,283 | – | 18,773(10) | 3,494,056 | | Senior Vice President, Senior Advisor to the CEO | | | | | | | |

  101. Relationship between Compensation Actually Paid and Financial Measures

    | (1) Reflects the cash bonus earned by our NEOs for the applicable year based on a qualitative review of individual and Company performance. |

  102. Relationship between Compensation Actually Paid and Financial Measures

    | (2) Represents the aggregate grant date fair value of restricted stock awards, calculated in accordance with FASB ASC Topic 718 (“ASC 718”) - see Note 7 of the Notes to Consolidated Financial Statements included in our 2023 Annual Report on Form 10-K. For awards subject to performance-based vesting conditions, the value reported reflects the fair value of the award at the grant date based upon the probable outcome of the performance conditions. The reported value for performance awards granted in 2023 was $9,619,819; $4,809,894; $1,964,777; $1,617,425; $1,555,213; and $1,617,425 for Mr. Aldag, Mr. Hamner, Mr. McLean, Mr. Hanna, Ms. Hooper, and Mr. Portal, respectively. The value of the award at the grant date, assuming that the highest level of performance conditions will be achieved, would be $24,049,547; $12,024,735; $3,683,956; $4,660,851; $4,536,425; and $4,660,851 for Mr. Aldag, Mr. Hamner, Mr. McLean, Mr. Hanna, Ms. Hooper, and Mr. Portal, respectively. |

  103. Relationship between Compensation Actually Paid and Financial Measures

    | (3) In addition to the typical time-based and performance-based awards granted in 2023, the amount reported for Mr. McLean includes $7,959,937, as required by ASC 718 to modify certain stock awards so they may vest upon his retirement. This modification of 615,152 shares of previously granted restricted stock was approved by the Board on February 16, 2023. No additional shares were granted as part of the modification. |

  104. Relationship between Compensation Actually Paid and Financial Measures

    | (4) Reflects the cash bonus earned by our named executive officers for the applicable year based on the achievement of specified corporate goals. |

  105. Relationship between Compensation Actually Paid and Financial Measures

    | (5) Represents $13,400 in Company 401(k) match, $9,175 for health insurance, a $12,000 automobile allowance, $19,346 for the cost of tax preparation and financial planning services, $56,429 for the cost of life insurance, and $3,312 for disability insurance. These amounts are inclusive of $32,604 to reimburse Mr. Aldag for his tax liabilities associated with such payments. |

  106. Relationship between Compensation Actually Paid and Financial Measures

    | (6) Represents $13,400 in Company 401(k) match, $9,175 for health insurance, a $9,000 automobile allowance, and $18,356 for the cost of tax preparation and financial planning services. These amounts are inclusive of $6,856 to reimburse Mr. Hamner for his tax liabilities associated with such payments. |

  107. Relationship between Compensation Actually Paid and Financial Measures

    | (7) Represents $13,400 in Company 401(k) match, $6,777 for health insurance, a $6,000 automobile allowance, $28,215 for the cost of tax preparation and financial planning services, $28,214 for the cost of life insurance, $800 for fitness reimbursement, and $934,114 in catch-up dividend payments. These amounts are inclusive of $23,898 to reimburse Mr. McLean for his tax liabilities associated with such payments. |

  108. Relationship between Compensation Actually Paid and Financial Measures

    | (8) Represents $13,400 in Company 401(k) match, $16,973 for health insurance, $5,936 for annual physical, and $1,200 for fitness reimbursement. |

  109. Relationship between Compensation Actually Paid and Financial Measures

    | (9) Represents $13,400 in Company 401(k) match, $9,175 for health insurance, $2,968 for annual physical and $1,200 for fitness reimbursement. |

  110. Relationship between Compensation Actually Paid and Financial Measures

    | (10) Represents $16,973 for health insurance and $1,800 for fitness reimbursement. |

  111. Relationship between Compensation Actually Paid and Financial Measures

    Grants of Plan-Based Awards The following table provides information about plan-based awards granted to our NEOs during 2023. For further detail regarding each of these awards, see “Compensation Discussion and Analysis—Elements of Pay.”

  112. Relationship between Compensation Actually Paid and Financial Measures

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Edward K. Aldag, Jr. | 1/20/2023 | 800,000 | 1,600,000 | 2,400,000 | | | | | | | | 1/20/2023 | | | | | | | 320,755(3) | 4,320,570 | | | 1/20/2023 | | | | 233,491(4) | 622,642(4) | 1,556,605(4) | | 9,619,819 | | R. Steven Hamner | 1/20/2023 | 540,000 | 810,000 | 1,215,000 | | | | | | | | 1/20/2023 | | | | | | | 160,378(3) | 2,160,292 | | | 1/20/2023 | | | | 116,745(4) | 311,320(4) | 778,300(4) | | 4,809,894 | | Emmett E. McLean | 1/20/2023 | 220,000 | 440,000 | 550,000 | | | | | | | | 1/20/2023 | | | | | | | 61,510(3) | 828,540 | | | 1/20/2023 | | | | 47,689(4) | 127,170(4) | 238,444(4) | | 1,964,777 | | | 2/16/2023 | | | | | | | 615,142(8) | 7,959,937 | | J. Kevin Hanna | 9/1/2023 | – | – | – | | | | | | | | 9/1/2023 | | | | | | | 52,303(5) | 382,858 | | | 9/1/2023 | | | | 13,076(6) | 26,151(6) | 52,302(6) | | 191,425 | | | 12/8/2023 | | | | | 200,000(7) | 600,000(7) | | 1,426,000 | | Rosa H. Hooper | 9/1/2023 | – | – | – | | | | | | | | 9/1/2023 | | | | | | | 35,304(5) | 258,425 | | | 9/1/2023 | | | | 8,826(6) | 17,652(6) | 35,304(6) | | 129,213 | | | 12/8/2023 | | | | | 200,000(7) | 600,000(7) | | 1,426,000 | | Larry H. Portal | 9/1/2023 | – | – | – | | | | | | | | 9/1/2023 | | | | | | | 52,303(5) | 382,858 | | | 9/1/2023 | | | | 13,076(6) | 26,151(6) | 52,302(6) | | 191,425 | | | 12/8/2023 | | | | | 200,000(7) | 600,000(7) | | 1,426,000 |

  113. Relationship between Compensation Actually Paid and Financial Measures

    | (1) Represents cash incentive compensation opportunity, which can be earned based upon the achievement of formulaic corporate goals in the annual cash bonus program. |

  114. Relationship between Compensation Actually Paid and Financial Measures

    | (2) Represents awards of performance-based restricted stock. Dividends are not paid on performance-based awards unless and until the award is earned. |

  115. Relationship between Compensation Actually Paid and Financial Measures

    | (3) Represents the annual time-based restricted stock awards that vest quarterly over a period of three years. The grant date fair value of these time-based restricted stock awards is $13.47 per share. Eligibility to receive dividends on the time-based restricted stock awards starts on the date of grant. |

  116. Relationship between Compensation Actually Paid and Financial Measures

    | (4) Represents 2023 EBITDA and strategic transactions awards, which are earned based on the Company’s achievement of specific one-year and three-year goals for the periods of January 1, 2023, to December 31, 2023, and January 1, 2023, to December 31, 2025. The awards are also subject to absolute and relative TSR modifier for the respective performance periods which can increase/decrease the number of shares earned by up to 25%. The grant date fair value of these awards is $15.45 per share. |

  117. Relationship between Compensation Actually Paid and Financial Measures

    | (5) Represents the annual time-based restricted stock awards that vest quarterly over a period of three years. The grant date fair value of these time-based restricted stock awards is $7.32 per share. Eligibility to receive dividends on the time-based stock awards starts on the date of grant. |

  118. Relationship between Compensation Actually Paid and Financial Measures

    | (6) Represents 2023 EBITDA and strategic transactions awards, which are earned based on the Company’s achievement of specific one-year and three-year goals for the periods of January 1, 2023, to December 31, 2023, and January 1, 2023, to December 31, 2025. The grant date fair value of these awards is $7.32 per share. |

  119. Relationship between Compensation Actually Paid and Financial Measures

    | (7) Represents 2023 Stock Price Performance Awards, which are earned based on the Company’s achievement of certain stock price hurdles over a four-year performance period following the grant date of December 8, 2023. The grant date fair value of these awards is $7.13 per share. |

  120. Relationship between Compensation Actually Paid and Financial Measures

    | (8) Represents restricted shares for which vesting accelerated in connection to Mr. McLean’s retirement. Such acceleration was approved by the Board on February 16, 2023. The settled value of such accelerated shares was $3,266,404. |

  121. Relationship between Compensation Actually Paid and Financial Measures

    Outstanding Equity Awards as of December 31, 2023 The table below shows the outstanding equity awards held by our NEOs as of December 31, 2023. Market values are based on a price of $4.91 per share, the closing price of our common stock on December 29, 2023, the last trading day of 2023.

  122. Relationship between Compensation Actually Paid and Financial Measures

    | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Edward K. Aldag, Jr. | 335,966(1) | 1,649,593 | 1,128,881(6) | 5,542,806 | | R. Steven Hamner | 167,984(2) | 824,801 | 564,438(7) | 2,771,400 | | Emmett E. McLean(11) | – | – | – | – | | J. Kevin Hanna | 47,302(3) | 232,253 | 236,484(8) | 1,161,136 | | Rosa H. Hooper | 33,891(4) | 166,405 | 227,319(9) | 1,116,136 | | Larry H. Portal | 49,008(5) | 240,629 | 238,651(10) | 1,171,776 |

  123. Relationship between Compensation Actually Paid and Financial Measures

    | (1) For Mr. Aldag includes (i) 59,326 shares that vested on January 1, 2024, (ii) 62,805 shares that vest in equal quarterly installments from April 1, 2024, through January 1, 2025, and (iii) 213,835 shares that vest in equal quarterly installments from April 1, 2024, through January 1, 2026. |

  124. Relationship between Compensation Actually Paid and Financial Measures

    | (2) For Mr. Hamner includes (i) 29,663 shares that vested on January 1, 2024, (ii) 31,403 shares that vest in equal quarterly installments from April 1, 2024, through January 1, 2025, and (iii) 106,918 shares that vest in equal quarterly installments from April 1, 2024, through January 1, 2026. |

  125. Relationship between Compensation Actually Paid and Financial Measures

    | (3) For Mr. Hanna includes (i) 6,935 shares that vested on January 1, 2024, (ii) 5,500 shares that vest in equal quarterly installments from April 1, 2024, through January 1, 2025, and (iii) 34,867 shares that vest in equal quarterly installments from April 1, 2024, through January 1, 2026. |

  126. Relationship between Compensation Actually Paid and Financial Measures

    | (4) For Ms. Hooper includes (i) 5,355 shares that vested on January 1, 2024, (ii) 5,000 shares that vest in equal quarterly installments from April 1, 2024, through January 1, 2025, and (iii) 23,536 shares that vest in equal quarterly installments from April 1, 2024, through January 1, 2026. |

  127. Relationship between Compensation Actually Paid and Financial Measures

    | (5) For Mr. Portal includes (i) 7,477 shares that vested on January 1, 2024, (ii) 6,664 shares that vest in equal quarterly installments from April 1, 2024, through January 1, 2025, and (iii) 34,867 shares that vest in equal quarterly installments from April 1, 2024, through January 1, 2026. |

  128. Relationship between Compensation Actually Paid and Financial Measures

    | (6) For Mr. Aldag includes (i) 262,380 shares underlying the 2021 Performance Award†, (ii) 243,859 shares underlying the 2022 Performance Award‡ and (iii) 622,642 shares underlying the 2023 Performance Award*. 586,820 shares were earned and vested on January 1, 2024. |

  129. Relationship between Compensation Actually Paid and Financial Measures

    | (7) For Mr. Hamner includes (i) 131,188 shares underlying the 2021 Performance Award†, (ii) 121,930 shares underlying the 2022 Performance Award‡ and (iii) 311,320 shares underlying the 2023 Performance Award*. 293,408 shares were earned and vested on January 1, 2024. |

  130. Relationship between Compensation Actually Paid and Financial Measures

    | (8) For Mr. Hanna includes (i) 4,833 shares underlying the 2021 Performance Award†, (ii) 5,500 shares underlying the 2022 Performance Award‡, (iii) 26,151 shares underlying the 2023 Performance Award*, and (vi) 200,000 shares underlying the 2023 Stock Price Performance Award **. 24,201 shares were earned and vested on January 1, 2024. |

  131. Relationship between Compensation Actually Paid and Financial Measures

    | (9) For Ms. Hooper includes (i) 4,667 shares underlying the 2021 Performance Award†, (ii) 5,000 shares underlying the 2022 Performance Award‡, (iii) 17,652 shares underlying the 2023 Performance Award*, and (vi) 200,000 shares underlying the 2023 Stock Price Performance Award **. 18,300 shares were earned and vested on January 1, 2024. |

  132. Relationship between Compensation Actually Paid and Financial Measures

    | (10) For Mr. Portal includes (i) 5,833 shares underlying the 2021 Performance Award†, (ii) 6,667 shares underlying the 2022 Performance Award‡, (iii) 26,151 shares underlying the 2023 Performance Award*, and (vi) 200,000 shares underlying the 2023 Stock Price Performance Award **. 25,601 shares were earned and vested on January 1, 2024. |

  133. Relationship between Compensation Actually Paid and Financial Measures

    | (11) In connection with his retirement the Board approved (i) the accelerated vesting of 615,142 outstanding restricted stock awards previously granted to Mr. McLean and (ii) the acceleration of $934,114 in catch-up dividend payments due to Mr. McLean, in each case subject to Mr. McLean’s continued service through the date of his retirement and the execution by Mr. McLean of a customary general release of claims and non-compete in favor of the Company. |

  134. Relationship between Compensation Actually Paid and Financial Measures

    | † The 2021 Performance Award is earned based on the achievement of FFO per Share Growth, EBITDA and acquisitions goals over a three-year period with the ability to earn up to one-third of the award in 2021 based on one-year goals. For Messrs. Aldag and Hamner, any earned shares were subject to an absolute TSR and relative TSR modifier (based on one-year TSR for any shares earned based on one-year goals and three-year TSR for the majority of the award based on three-year goals) that could increase or decrease the award up to 25%. Up to one-third of the shares subject to the EBITDA award were eligible to be earned if EBITDA was $1.3 billion for 2021 and 100% of shares are eligible to be earned if EBITDA is $1.4 billion in the third year of the performance period. Up to one-third of the shares subject to the FFO per Share Growth award were eligible to be earned if FFO per Share Growth was 3.75% for 2021 and 100% of shares are eligible to be earned if FFO per Share Growth is 11.25% for the three-year performance period. Up to one-third of the shares subject to the acquisitions award were eligible be earned if acquisitions were $750 million for 2021 and 100% of shares were eligible to be earned if acquisitions were $2.25 billion for the three-year performance period. Any earned shares vest on the January 1 immediately following the date on which the shares are earned. |

  135. Relationship between Compensation Actually Paid and Financial Measures

    | ‡ The 2022 Performance Award is earned based on the achievement of FFO per Share Growth, EBITDA and acquisitions goals over a three-year period with the ability to earn up to one-third of the award in 2022 based on one-year goals. For Messrs. Aldag and Hamner, any earned shares are subject to an absolute TSR and relative TSR modifier (based on one-year TSR for any shares earned based on one-year goals and three-year TSR for the majority of the award based on three-year goals) that can increase or decrease the award up to 25%. Up to one-third of the shares subject to the EBITDA award were eligible to be earned if EBITDA was $1.4875 billion for 2022 and 100% of shares are eligible to be earned if EBITDA is $1.575 billion in the third year of the performance period. Up to one-third of the shares subject to the FFO per Share Growth award were eligible to be earned if FFO per Share Growth was 4.0% for 2022 and 100% of shares are eligible to be earned if FFO per Share Growth is 8.0% for the three-year performance period. Up to one-third of the shares subject to the acquisitions award were eligible to be earned if acquisitions were $750 million for 2022 and 100% of shares are eligible to be earned if acquisitions are $2.25 billion for the three-year performance period. Any earned shares vest on the January 1 immediately following the date on which the shares are earned. |

  136. Relationship between Compensation Actually Paid and Financial Measures

    | * The 2023 Performance Award is earned based on the achievement of EBITDA and strategic transactions goals over a three-year period with the ability to earn up to one-third of the award in 2023 based on one-year goals. For Messrs. Aldag and Hamner, any earned shares are subject to an absolute TSR and relative TSR modifier (based on one-year TSR for any shares earned based on one-year goals and three-year TSR for the majority of the award based on three-year goals) that can increase or decrease the award up to 25%. Up to one-third of the shares subject to the EBITDA award were eligible to be earned if EBITDA was $1.33 billion for 2023 and 100% of shares are eligible to be earned if EBITDA is $1.45 billion in the third year of the performance period. Up to one-third of the shares subject to the strategic transaction award were eligible to be earned if acquisitions were $750 million for 2023 and 100% of shares are eligible to be earned if acquisitions are $2.25 billion for the three-year performance period. Any earned shares vest on the January 1 immediately following the date on which the shares are earned. |

  137. Relationship between Compensation Actually Paid and Financial Measures

    | ** The 2023 Stock Price Performance Award is earned based on achievement of stock price hurdles over a four-year performance period based on a trailing 20-trading day average closing price of the Company’s common stock. Any earned shares will vest in equal quarterly installments over two years following the date that the Compensation Committee certifies achievement of the performance metrics, subject to the grantee’s continued employment through such date, provided that all unvested earned shares will vest in full following the end of the four-year performance period. |

  138. Relationship between Compensation Actually Paid and Financial Measures

    Option Exercises and Stock Vested The following table sets forth the aggregate number and value of shares of restricted common stock held by our NEOs that vested in 2023. The “Value Realized on Vesting” set forth below is the product of the fair market value of a share of common stock on the vesting date multiplied by the number of shares vesting. We have never issued stock options to our NEOs.

  139. Relationship between Compensation Actually Paid and Financial Measures

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Edward K. Aldag, Jr. | 711,668 | 7,294,337 | | R. Steven Hamner | 355,837 | 3,647,202 | | Emmett E. McLean(1) | 822,914 | 6,387,104 | | J. Kevin Hanna | 35,508 | 292,508 | | Rosa H. Hooper | 30,239 | 260,123 | | Larry H. Portal | 38,409 | 319,036 |

  140. Relationship between Compensation Actually Paid and Financial Measures

    | (1) Mr. McLean’s unvested restricted stock awards accelerated in full upon his retirement. The amount reported for Mr. McLean above includes $934,114 in catch-up dividend payments that were paid to him upon his retirement. |

  141. Relationship between Compensation Actually Paid and Financial Measures

    Potential Payments Upon Termination or Change of Control The following table shows potential payments and benefits that will be provided to our NEOs upon the occurrence of certain termination triggering events as described in either employment agreements or stock award agreements. The change of control provisions in the employment agreements are designed to align management’s interests with those of our stockholders. See the discussion below under “Employment Arrangements with Named Executive Officers” for information about payments upon termination or a change of control. All equity interests included in the termination and change of control calculations represent previously granted restricted stock awards and are valued based on the closing price of our common stock on December 29, 2023, the last trading day of 2023, and an assumed termination of employment on December 31, 2023. Mr. McLean is not included in the table below because he retired on September 1, 2023.

  142. Relationship between Compensation Actually Paid and Financial Measures

    | Named Executive Officer | Termination and Change of Control(1) ($) | Death ($) | Termination Not for Cause; By Executive for Good Reason; Permanent Disability ($) | Retirement ($) | Termination for Cause; By Executive without Good Reason ($) | | Edward K. Aldag, Jr. | | | | | | | Cash Severance | 12,344,580(2) | 45,875 | 12,344,580(3) | – | – | | Equity-Award Acceleration(1) | 16,580,925 | 16,580,925 | 16,580,925 | 16,580,925 | – | | R. Steven Hamner | | | | | | | Cash Severance | 6,635,775(2) | 27,525 | 6,281,400 | – | – | | Equity-Award Acceleration(1) | 8,290,437 | 8,290,437 | 8,290,437 | 8,290,437 | – | | J. Kevin Hanna | | | | | | | Cash Severance | – | – | – | – | – | | Equity-Award Acceleration | 2,946,000(4) | – | 1,964,000(5) | – | – | | Rosa H. Hooper | | | | | | | Cash Severance | – | – | – | – | – | | Equity-Award Acceleration | 2,946,000(4) | – | 1,964,000(5) | – | – | | Larry H. Portal | | | | | | | Cash Severance | – | – | – | – | – | | Equity-Award Acceleration | 2,946,000(4) | – | 1,964,000(5) | – | – |

  143. Relationship between Compensation Actually Paid and Financial Measures

    | (1) As of January 1, 2024, the amount that would accelerate upon a change of control (“CoC”) would be reduced to $12,296,878 for Mr. Aldag and to $6,148,420 for Mr. Hamner as a result of shares that vested on January 1, 2024. |

  144. Relationship between Compensation Actually Paid and Financial Measures

    | (2) Amounts exclude tax related payments including any tax gross-ups in connection with a CoC. While the precise amount of any tax-related payments is difficult to calculate and may be mitigated based on a number of considerations, the estimated tax gross-up payments are $0 for Mr. Aldag and Mr. Hamner as of December 31, 2023. |

  145. Relationship between Compensation Actually Paid and Financial Measures

    | (3) Amount excludes an estimated tax payment of $5,442,000. |

  146. Relationship between Compensation Actually Paid and Financial Measures

    | (4) SVP Equity-Award Acceleration represents the 2023 Stock Price Performance Award that is subject to accelerated vesting upon a Change of Control if the individual remains employed through such date. |

  147. Relationship between Compensation Actually Paid and Financial Measures

    | (5) SVP Equity-Award Acceleration represents the 2023 Stock Price Performance Award that would accelerate and vest in the event of termination by the Company without cause. These awards do not have accelerated vesting provisions in the event of a termination for good reason or due to permanent disability. |

  148. Relationship between Compensation Actually Paid and Financial Measures

    Employment Arrangements with Named Executive Officers Our three founders have employment agreements that were negotiated in 2003 to market standards in connection with our initial equity offering. Below we describe the terms of these agreements. Because certain market standards have evolved since our initial equity offering, we will not enter into any new contracts that include a multi-year evergreen term, single-trigger change of control provisions, or excise tax gross up provisions. We are party to employment agreements with Edward K. Aldag, Jr. and R. Steven Hamner and were party to an employment agreement with Emmett E. McLean until his retirement (each of Messrs. Aldag. Hamner and McLean, the “Founders”). These agreements provide (or, in the case of Mr. McLean, provided) that each Founder agrees to devote substantially all of his business time to our operation. The employment agreement for each of the Founders provides for an initial three-year term, which is automatically extended for successive one-year periods, unless either party gives notice of non-renewal as provided in the agreement. The executive employment agreements provide for an annual physical at the Company’s expense, a monthly car allowance of $1,000 for Mr. Aldag and $750 for each of Messrs. Hamner and McLean. The Founders are also reimbursed for the cost of tax preparation and financial planning services, up to $25,000 annually for Mr. Aldag and $10,000 annually for each of Messrs. Hamner and McLean. We also reimburse each executive for the income tax he incurs on the receipt of these tax preparation and financial planning services. The employment agreements also provide that Mr. Aldag will receive up to $20,000 per year in reimbursement for life insurance premiums, which amount increases annually based on the increase in the consumer price index (“CPI”) for such year, and that Messrs. Hamner and McLean will receive up to $10,000 per year in reimbursement for life insurance premiums, which amount increases annually based on the increase in the CPI for such year. We also reimburse each executive for the income tax he incurs on these life insurance premium reimbursements. The Founders are also reimbursed for the cost of their disability insurance premiums. The employment agreements provide that the executive officers are eligible to receive the same benefits, including medical insurance coverage and retirement plan benefits in a 401(k) plan, to the same extent as other similarly situated employees, and such other benefits as are commensurate with their position. Participation in employee benefit plans is subject to the terms of said benefit plans as in effect from time-to-time. The employment agreements with the Founders provide for contractual severance benefits and accelerated vesting of equity grants in the event of a change of control, which we believe are common in the REIT industry, are designed to reinforce and encourage the continued attention and dedication of our executive officers to their assigned duties without distraction or fear of job loss in the face of an actual or threatened change of control and to ensure that our executive officers are motivated to negotiate the best merger consideration for our stockholders. If the Founder’s employment ends for any reason, we will pay accrued salary, bonuses, and incentive payments already determined but not yet paid, and other existing obligations. If a Founder’s employment terminates as a result of his “permanent disability” (as defined in the employment agreements), we terminate a Founder’s employment for any reason other than for “cause” (as defined in the employment agreements), or if a Founder terminates his employment for “good reason” (as defined in the employment agreements), we will be obligated to pay (i) a lump sum payment of severance equal to the sum of (x) the product of three and the sum of the salary in effect at the time of termination plus the average cash bonus (or the highest cash bonus, in the case of Mr. Aldag) paid to such executive during the preceding three years, grossed up for taxes in the case of Mr. Aldag, and (y) the incentive bonus prorated for the year in which the termination occurred; (ii) the cost of the executive’s continued participation in the Company’s benefit and welfare plans (other than the 401(k) plan) for a three-year period (a five-year period in the case of Mr. Aldag) following termination; and (iii) continued reimbursement for life insurance premiums and the taxes payable on such amounts for three years following termination (or five years in the case of Mr. Aldag). Additionally, upon such termination, all stock options, if any, and restricted stock held by the executive will become fully vested, and the executive will have whatever period remains under the term of stock options in which to exercise all vested stock options. The employment agreements also provide that the Founders and their spouses and dependents will be permitted to continue to participate in all employee benefit and welfare plans and programs of the Company other than the 401(k) plan until the earlier of age 65 or such time as the Founder obtains full-time employment with an entity not affiliated with the Founder that provides comparable benefits. In the event of the death of any of our Founders, in addition to the accrued salary, bonus, and incentive payments due to them, their restricted stock shall become fully vested, and their respective beneficiaries will have whatever period remains under any outstanding stock options held by the Founder to exercise such stock options. In addition, their estates would be entitled to the Founder’s prorated incentive bonus payable in a lump sum and the Founder’s spouse and each of his dependents shall be covered under the Company’s health insurance program until the earlier of age 65 or such time as the spouse or dependent obtains full-time employment with an entity not affiliated with the Founder that provides comparable benefits. The Company shall pay for such coverage for three years (or five years in the case of Mr. Aldag) following the death of the Founder. In the event that the employment of any of our Founders ends as a result of a termination by us for cause or by the Founder without good reason, then in addition to the accrued salary, bonuses and incentive payments due to them, the executives would be entitled to exercise any outstanding vested stock options held by the Founder, pursuant to the terms of the grant, but all unvested stock options and restricted stock would be forfeited upon termination. Upon a change of control, the Founders will become fully vested in their equity awards. In addition, if the employment of any Founder is terminated by us for cause or by the executive without good reason in connection with a change of control, the executive will be entitled to receive an amount equal to the largest cash compensation paid to the executive for any 12-month period during his tenure multiplied by three. If payments become due as a result of a change of control and the excise tax imposed by Code Section 4999 applies, the terms of the employment agreements require us to gross up the amount payable to the executive by the amount of this excise tax plus the amount of income and other taxes due as a result of the gross up payment. For an 18-month period after termination of an executive’s employment for any reason other than (i) termination by us without cause or (ii) termination by the executive for good reason, each of the executives has agreed not to compete with us by working with or investing in, subject to certain limited exceptions, any enterprise engaged in a business substantially similar to our business as it was conducted during the period of the executive’s employment with us and not to solicit our employees.

  149. Relationship between Compensation Actually Paid and Financial Measures

    The restricted stock awards with the Founders provide (or, in the case of Mr. McLean, provided) that, if the Founder’s employment is terminated (1) by the Company without cause, (2) by the Founder for good reason, (3) due to the Founder’s death, (4) due to the Founder becoming permanently disabled, or (5) due to the Founder’s separation from service after attaining age 65, provided that the Founder provides the Company with written notice at least one year prior to such separation from service, all unvested restricted stock awards will fully accelerate and vest. On September 1, 2023, Mr. McLean retired from the Company and the Board approved (i) the accelerated vesting of 615,142 outstanding restricted shares of common stock previously granted to Mr. McLean and (ii) the acceleration of $934,114 in catch-up dividend payments due to Mr. McLean, in each case subject to Mr. McLean’s continued service through the date of his retirement and the execution by Mr. McLean of a customary general release of claims and non-compete in favor of the Company. Mr. McLean’s employment agreement terminated upon his retirement. The SVPs are not currently party to employment agreements with the Company and are at-will employees of the Company. However, under the award agreements for the 2023 Stock Price Performance Awards, (i) in the event of a change of control, the shares underlying such awards vest at the maximum level (300% of target), provided that the grantee continues to provide services as an employee through such date and (ii) in the event that the grantee’s employment is terminated by the Company without cause, a number of shares equal to the greater of (x) the number of shares that have been earned prior to the date of termination and (y) 200% of the target number of such shares shall vest. Pay Ratio Disclosure In accordance with Item 402(u) of Regulation S-K, promulgated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we determined the ratio of the annual total compensation of our CEO, Mr. Aldag, relative to the annual total compensation of our median employee. For the purposes of reporting annual total compensation and the ratio of annual total compensation of the CEO to the median employee, both the CEO and the median employee’s annual total compensation were calculated consistent with the requirements of the Summary Compensation Table. The Company’s methodology in determining our median employee is based on 2023 base salaries (annualized for employees hired mid-year or who had a leave of absence during the year) plus incentive bonus for all individuals, excluding our CEO, who were employed by us as of December 31, 2023. In accordance with Item 402(u) and instructions thereto, we included all full-time, part-time, temporary and seasonal employees. After applying the methodology described above, our median employee’s total compensation using the Summary Compensation Table requirements was $217,809. Our CEO’s total compensation as reported in the Summary Compensation Table was $17,854,051 Therefore, our CEO to median employee pay ratio is approximately 82:1. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  150. Equity Compensation Plan Information

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | G. Steven Dawson | 150,000 | 123,163 | – | 273,163 | | Caterina A. Mozingo | 145,000 | 123,163 | – | 268,163 | | Emily W. Murphy | 115,000 | 123,163 | – | 238,163 | | Elizabeth N. Pitman | 175,000 | 123,163 | – | 298,163 | | D. Paul Sparks, Jr. | 115,000 | 123,163 | – | 238,163 | | Michael G. Stewart | 165,000 | 123,163 | – | 288,163 | | C. Reynolds Thompson, III | 145,000 | 123,163 | – | 268,163 |